EXHIBIT 99.4
OFFICE TOWER LEASE
LOCATION
LA TOUR
Place du Parc
300 Leo-Parisean
Montreal, Quebec
BETWEEN:
CLIC PROPERTIES INC.
LANDLORD
AND:
3709361 CANADA INC.
TENANT
Execution Date: June 5, 2000
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TABLE OF CONTENTS
PAGE
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ARTICLE I FINANCIAL CHARACTERISTICS AND OTHER
SPECIFIC LEASE TERMS ........................................1
1.1 Date of Execution ...........................................1
1.2 Landlord ....................................................1
1.3 Tenant ......................................................1
1.4 Tenant Trade Name ...........................................1
1.5 Guarantor of Tenant .........................................1
1.6 Premises ....................................................1
1.7 Gross Leasable Area of La Tour ..............................1
1.8 Permitted Use ...............................................1
1.9 Term ........................................................2
1.10 Option to Renew .............................................2
1.11 Rental ......................................................2
1.11.1 Annual Rental .......................................2
1.11.2 Proportionate Share .................................2
1.11.3 Other Amounts .......................................2
1.12 Security Deposit ............................................2
1.13 Condition of Premises and Improvements ......................2
ARTICLE 2 GENERAL PRINCIPLES AND SPECIAL CONDITIONS ...................2
ARTICLE 3 LEASE .......................................................6
ARTICLE 4 MONIES PAYABLE BY TENENT ....................................7
4.1 Rental ......................................................7
4.2 Security Depost .............................................7
4.3 Business Taxes and Water Taxes ..............................7
4.4 Real Estate Taxes ...........................................7
4.5 Operating Expenses ..........................................8
4.6 Taxes and Operating Expenses ................................8
Payment of the Proportionate Share of Real Estate ...........9
4.7 Payment of Monies ..........................................10
ARTICLE 5 USE OF PREMISES ........................................... 10
ARTICLE 6 BUILDING SERVICES ..........................................11
6.1 Cleaning of Premises .......................................11
6.2 Elevators ..................................................11
6.3 Utilities ..................................................11
6.4 Heating or Air-conditioning ................................12
ARTICLE 7 IMPROVEMENTS ...............................................12
ARTICLE 8 TENANT CARE AND RESPONSIBILITY .............................12
ARTICLE 9 DESERTION AND SURRENDER ....................................15
ARTICLE 10 ASSIGNMENT, SUBLETTING AND RELOCATION ......................15
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ARTICLE 11 FIRE AND DESTRUCTION OF PREMISES ........................... 12
ARTICLE 12 NON-RESPONSIBILITY OF LANDLORD.............................. 17
ARTICLE 13 RIGHT OF ENTRY ..............................................18
ARTICLE 14 COMPLIANCE WITH LAW .........................................18
ARTICLE 15 INSURANCE REQUIREMENTS ......................................18
ARTICLE 16 MORTGAGES, SUBORDINATION AND
PERSONAL INFORMATION ........................................19
ARTICLE 17 EXPROPRIATION ...............................................21
ARTICLE 18 WAIVER ......................................................21
ARTICLE 19 NOTICES AND DEMANDS .........................................21
ARTICLE 20 LANDLORD AND TENANT .........................................21
ARTICLE 21 BROKERAGE COMMISSION ........................................22
ARTICLE 22 FORCE MAJEURE ...............................................22
ARTICLE 23 GOVERNING LAW ...............................................23
ARTICLE 24 RULES AND REGULATIONS .......................................23
ARTICLE 25 DEFAULT BY TENANT ...........................................24
ARTICLE 26 SPECIFIC WAIVERS ............................................27
ARTICLE 27 ADEQUATE EXPLANATION ........................................28
ARTICLE 28 EXISTENCE AND AUTHORITY .....................................28
ARTICLE 29 AUTHORIZED WITHDRAWALS ......................................28
ARTICLE 30 LANGUAGE OF LEASE ...........................................28
SCHEDULE A: DESCRIPTION OF PREMISIES
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SCHEDULE A-1 LEGAL DESCRIPTION OF LA TOUR
SCHEDULE B: CONDITION OF PREMISES
SCHEDULE C: LIST OF PARTNERS OF TENANT
SCHEDULE D: SPECIAL PROVISIONS
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PLACE DU PARC
OFFICE TOWER LEASE-LA TOUR
Place du Parc, 300 Leo-Pariseau, Montreal, Quebec, Canada
("La Tour")
ARTICLE 1
FINANCIAL CHARACTERISTICS AND OTHER SPECIFIC LEASE TERMS
1.1 Date of Execution: JUNE 5, 2000
1.2 Landlord: CLIC PROPERTIES INC., a body politic and corporate, duly
incorporated under the laws of Canada, having its head
office at 1874 Scarth Street, Suite 1900, in the City of
Regina, Province of Saskatchewan, S4P 4B3, and having its
establishment directly concerned at 300 Leo Pariseau, Suite
1102, P.O. Box 1111, Place du Parc, Montreal,
Quebec, H2W 2P4, herein acting and represented by Les
Miller, the AVP Real Estate of this company and Stephen Von
Butler, the VP. Mortgages of this company, hereunto duly
authorized as they so declare.
1.3 Tenant: 3709361 CANADA INC., a body politic and corporate, duly
incorporated under the ________________on, having its
registered office at _________________________and its
establishment directly concerned at 300 Leo Pariseau, Suite
1700, Montreal, Quebec, H2W 2P4, herein acting and
represented by David Katz, the President of this company,
hereto duly authorized for the purposes hereof by virtue of
a resolution of the board of directors of this company
adopted on the ______________day of ___________, two
thousand (2000), a certified copy of which is hereto
annexed;
1.4 Tenant Trade Name, if any: WORLD ASSIST
1.5 Guarantor of Tenant: None;
1.6 Premises: Floor: 17TH
Suite no: 1700
Gross Leasable Area*: 15,241 square feet
(as outlined in red on Schedule "A" which forms
a part hereof)
* inclusive of Tenant's Proportionate Share of common and service
areas and facilities calculated according BOMA standards
The Premises are located in La Tour described above which is located
upon that certain emplacement more fully described in Schedule "A1"
attached hereto and which forms a part hereof.
1.7 Gross Leasable Area of La Tour: 370,921 square feet
1.8 Permitted Use: The operation of a call center and general offices and
for no other purpose. Notwithstanding the foregoing, the tenant will not
use the Premises nor permit the Premises to used for the prohibited uses
set out in Sections 5.2 and 5.3. Use is permitted on a 24 hour per day
basis, 7 days a week.
1.9 Term: Commencement Date: July 1, 2000
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Termination Date: June 30, 2007
Initial (base) Operating Year: Calendar year 2000
1.10 Option to Renew: Provided that the Tenant is not in default under this
Lease, and that the Tenant performs each and every one of the
covenants herein contained, then the Tenant shall have an option of
renewing the Lease for a further term of five (5) years (the "RENEWAL
TERM") under the same terms and conditions save and except for the
Option to Renew, the Rent Free Period and the Gross Rent which shall
be based on the then prevailing market rates in the Building for
similar space. Such Option to Renew shall be further subject to the
Tenant giving written notice to the Landlord not less than six (6)
months prior to the expiration of the Term confirming it exercises
such option, failing which, such option will lapse by the mere passage
of time. Should the parties not agree on the Gross Rent for the
Renewal Term three (3) months prior to the expiration of the Term,
each party shall have the right to request that the Gross Rent for the
Renewal Term be fixed by arbitration in accordance with the CODE OF
CIVIL PROCEDURE of Quebec.
1.11 Rental - Article 4:
1.11.1 the Gross Annual Rental:
from July 1, 2000 to June 30, 2004, Tenant will pay eighteen
dollars and ninety-two cents ($18.92) per annum per square
foot of gross Leasable Area;
from July 1, 2004 to June 30, 2007, Tenant will pay twenty
dollars and forty-two cents ($20.42) per annum per square
foot of Gross Leasable Area.
Gross Annual Rental shall include rent, as well at Tenant's
Proportionate Share of all Real Estate Taxes and Operating
Expenses as more specifically defined in clause 4.5 and 4.6.
1.11.2 the Proportionate Share of Real Estate Taxes and Operating
Expenses (See Article 4)
Proportionate Share =
Gross Leasable Areas of the Premises = 15,241 x 100 - 4.11%
Gross Leasable Area of La Tour - 370,921
1.11.3 such additional sums as may be payable or as may become
payable under this Lease
1.12 Security Deposit: $58,750 plus GST and QST
1.13 Condition of Premises and Improvements: See Schedule "B" which forms
a part hereof
ARTICLE 2
GENERAL PRINCIPLES AND SPECIAL CONDITIONS
2.1 It is the intent of the parties that this Lease be a lease that is a
gross lease except as expressly hereinafter set out. Any amount and
any obligation not expressly declared to be that of Landlord, shall be
deemed to be the obligation of Tenant, to be performed by and at the
expense of Tenant.
This Lease supersedes and replaces all agreements, offers and
representations of every kind whatsoever, written or oral, previously
entered into or made by the parties hereto or their agents and
constitutes the sole and complete agreement between the parties unless
and until duly amended as and between Landlord and Tenant. This Lease
may only be amended by written instrument executed by both Landlord
and Tenant.
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2.2 Tenant agrees and undertakes that he shall not use the words "Place du
Parc" in any fashion in the conduct of the business of Tenant and as
such the business name and style of Tenant shall not include the
aforesaid words in any corporate name or otherwise, without the prior
written consent of Landlord. Notwithstanding the foregoing, the use by
Tenant of the words "Place du Parc" shall be permitted when used
merely to describe the location of the Premises of Tenant.
2.3 The Tenant shall pay, as additional rent, for the actual cost of
electricity and other utilities consumed within the Premises (based
upon metered consumption) which cost shall be payable monthly, the
first day of each month by the Tenant. Landlord will pre-bill energy
at 1.08$ per square feet per year and there will be an annual
adjustments at the end of each calendar year. Pre-bill can be adjusted
from time to time to better reflect actual consumption. Energy costs
are subject to an administration fee of 15%.
2.4 During the Term of the Lease, the Landlord will grant to the Tenant
the right to lease up to twelve (12) inside parking spaces that can be
used 24 hours per day at a cost equal the then prevailing rental rate
from time to time for inside parking spaces in the building containing
the Premises, which prevailing rental rate at the signature of this
Lease is One Hundred and Thirty Dollars ($130.00) per month, per
space, plus G.S.T. and Q.S.T. Said rental rate is subject to increases
from time to time, but not more than once in each lease year without
any prior notification being given to the Tenant and the amount which
the Tenant is required to pay therefore per space, shall be adjusted
accordingly.
2.5 The Premises are delivered by Landlord and accepted by Tenant in an
"as-is" condition, except for the improvements described in the
attached Schedule "B", which are to be carried out by the Landlord.
Provided that no Event of Default has occurred, Landlord will
contribute up to a maximum of Three Hundred Thousand Dollars
($300,000) towards the construction of the improvements including
furniture and equipment (the "Allowance"), upon the occurrence or
completion of all of the following (the "Payment Date"):
a) occupancy of the Premises in full by Tenant;
b) thirty (30) days after the substantial completion of Tenant's Work
and the installation of the furniture in the Premise;
c) the Commencement Date;
d) proof of payment of contractor's invoices for the construction of
the Tenant's Work, furniture and equipment totalling at least the
amount of the Allowance; and
e) proof that there are no legal hypothec registered on the Building
arising from Tenant's Work. This clause e) will be waived if Tenant
provide the Landlord with waivers from all architect, engineer,
supplier of materials, workman, contractor and sub-contractors.
Payment of this Allowance shall be made by the Landlord within five
(5) business days after all the aforesaid conditions have been
satisfied.
All other improvements not described in the attached Schedule "B" or
all improvements, even if described in Schedule "B" whose costs are in
excess of the above mentioned amount, will be at the Tenant's sole
cost and expense and Tenant hereby undertakes to pay such amounts upon
the request of the Landord including a five percent (5%) coordination
and administration fee to the Landlord on any such excess.
Should the Allowance due and paid on the Payment Date be less than
Three Hundred Thousand Dollars ($300,000), the Gross Rent to be paid
during the Term shall be reduced
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by Nine Cents ($0.09) per square foot per annum for every Ten Thousand
Dollars ($10,000) by which the said Allowance is less.
2.6
2.7 Notwithstanding any other provisions of this Lease, the Tenant shall
pay to the Landlord an amount equal to any and all taxes imposed on
the Tenant and required to be remitted to the Landlord with respect to
rent, additional rent or any other amounts payable by the Tenant to
the Landlord under this Lease, whether characterized as a goods and
services tax, sales tax, value added tax or otherwise (herein in this
Section 2.7 called "TENANT'S SALES TAXES"), it being the intention of
the parties that the Landlord shall be fully reimbursed by the Tenant
with respect to any and all Tenant's Sales Taxes and Landlord's Sales
Taxes (as defined in sub-section 4.5.6a hereof). The amount of
Tenant's Sales Taxes payable by the Tenant shall be calculated by the
Landlord and imposed against the amounts due by the Tenant to the
Landlord under the terms of this Lease and shall be paid to the
Landlord at the same time as the amounts to which the Tenant's Sales
Taxes so apply are payable to the Landlord under the terms of this
Lease, and the Landlord may make any estimates necessary for the
purpose of such calculations in the same manner as provided in this
Lease for payment of Operating Expenses. Notwithstanding any other
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provision in this Lease to the contrary, the amounts payable by the
Tenant under this Section 2.7 shall be deemed not to be rent or
additional rent, but the Landlord shall have all of the same remedies
for and rights of recovery of such amount as it has for recovery of
rent under this Lease.
2.8 The Tenant shall have the right to publish (register) this Lease
solely by a notice in accordance with Article 2999.1 of the CIVIL CODE
OF QUEBEC. Such notice prepared for publication (registration) shall
in all respects be subject to the provisions of this Lease and shall
be deemed to incorporate all the provisions of this Lease. The
preparation of such notice and publication of same shall be at the
Tenant's own expense and such notice may be published (registered)
only after the form and terms of such notice presented for publication
(registration) shall have been approved by the Landlord, which
approval shall not be unreasonably withheld nor delayed. Such notice
presented for publication (registration) shall not contain nay mention
of the rental terms or other financial conditions contained in this
Lease. The Tenant shall supply at its expense a registered copy of
such notice to the Landlord. Upon the termination of this Lease, the
Tenant shall radiate, at its expense, the publication (registration)
of this Lease, the Tenant hereby expressly and irrevocably appointing
the Landlord as attorney and representative for the Tenant for such
purposes with full power and authority to radiate such registration
and to execute and deliver in the name of the Tenant any instruments
or documents required for such purpose.
2.9 When several Persons, as hereinafter defined, or companies are named
as Tenant, they are solidarily (jointly and severally) liable for the
fulfilment of the obligations undertaken by the Tenant under the terms
hereof. In addition, the singular will include the plural and the
masculine, the feminine, or vice versa, as the case may be.
For the purposes of this Section 2.9, "Persons" means, a company, a
firm, a partnership of persons or any other entity, any group of
persons, companies, firms, partnerships of persons or of other
entities or any combination thereof.
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ARTICLE 3
LEASE
3.1 Landlord hereby leases the Premises to Tenant for the Term specified
in Article 1, unless the Term is sooner terminated or otherwise
extended pursuant to the provisions of this Lease.
3.2 The Premises are to be delivered by Landlord to Tenant on the
Commencement Date in their present state and condition, but subject to
the improvements, if any, set forth in the attached Schedule "B". All
other improvements or modifications to the Premises not described in
Schedule "B" or all improvements, even if described in Schedule "B",
whose costs exceed the contribution of the Landlord specified in
Schedule "B", if any, shall be at Tenant's sole cost and expense.
3.3 The Tenant shall notify Landlord in writing of any alleged defects and
faults in or in respect of the Premise which prevent or diminish their
use, within thirty (30) days of possession of the Premises having been
delivered to it or of the Commencement Date, whichever is earlier, and
failing the giving of notice hereunder, Tenant shall be deemed for all
purposes to have accepted the Premises in their existing condition as
at the date of possession and to have released the Landlord from all
obligations with respect to defects or deficiencies excluding
structural weaknesses or latent defects) in respect thereof, which
could or would diminish or prevent their use for the purpose for which
the Premises were leased.
The Tenant specifically agrees and acknowledges that at no time
whether before or after the execution hereof, has the Landlord
warranted that the Premises can be used for the purpose of carrying on
the business permitted in Sections 1.8 and 5.1 hereof, the Landlord
being hereby released an relieved from any warranty, whether legal or
otherwise, that the Premises may be used for the purpose for which
they were leased and of any warranty to maintain the same for that
purpose throughout the term of this Lease.
3.4 If for any reason Landlord is unable to deliver possession of the
Premises to Tenant upon the Commencement Date, Landlord shall not be
liable for any resulting damages, nor shall this Lease become void or
voidable but, the Term shall be delayed accordingly and the gross
Rental will be adjusted to reflect the actual date of delivery of
possession of the Premises to Tenant with the result that Tenant shall
not be liable for any of the Rental hereunder until such time as
Landlord shall have delivered possession of the Premises to Tenant
unless the delay is caused by Tenant.
3.5 Notwithstanding the provisions of the CIVIL CODE OF QUEBEC, there
shall be no lacit renewal of this Lease. If Tenant remains in
occupation of the Premises after the Termination Date, without having
executed a new written lease with Landlord, such conduct shall not
constitute a renewal or extension of this Lease, and Landlord may
construe such conduct as a tenancy from month to month, subject to all
the terms and conditions of this Lease, except as to its duration, at
a monthly rental, without proration for a partial month, equal to
triple the monthly instalments of Annual Rental payable for the
immediately preceding year, plus all the other charges mentioned in
this Lease or alternatively, Landlord may hold Tenant responsible for
all damages suffered by Landlord as a result of such conduct and
Tenant shall indemnify, hold harmless and defend Landlord from all
claims made by a successor tenant resulting from Landlord's delay in
delivering possession of the Premises to such successor tenant.
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ARTICLE 4
MONIES PAYABLE BY TENANT
4.1 Rental
Tenant covenants and agrees to pay and shall pay to Landlord as rental
throughout the Term hereof:
4.1.1 The Annual Rental which shall be payable by equal
consecutive monthly instalments payable in advance, without
set-off, compensation or deduction whatsoever on the first
(1st) day of each month during the Term hereof. The first
such instalment shall be payable on the earlier of the
Commencement Date or the Date of Execution with proration,
if necessary, in the latter case;
4.1.2 the Proportionate Share of Real Estate Taxes and Operating
Expenses which shall be payable in accordance with Section
4.6; and
4.1.3 such additional sums as may be payable or as may become
payable under this Lease.
4.2 Security Deposit
Tenant has prior to the execution of the Lease, paid to Landlord the
Security Deposit. The Security Deposit shall be applied, until
exhausted, by Landlord against the Annual Rental as it becomes due.
4.3 Business Taxes and Water Taxes
Tenant shall pay all business taxes, water taxes or other similar
rates and taxes which may be levied or imposed upon the Premises or
the business carried on therein or on the rent payable in respect
thereof all as described in Article 1 hereof, as well as all other
rates and taxes which are or may be payable by Tenant as tenant, and
occupants thereof and on Tenant's fixtures, equipment and machinery.
If by law, regulation or otherwise, business taxes and water taxes or
other similar rates and taxes or taxes upon Tenant's fixtures,
equipment or machinery are made payable by landlords or proprietors,
or if the mode of collecting such taxes or rates be so altered as to
make Landlord liable therefor instead of Tenant, Tenant shall repay to
Landlord prior to the due date but in any event within ten (10) days
after demand upon Tenant, the amount of all such charges imposed upon
Landlord as a result of such change or provision of law in such regard
and Tenant shall save Landlord harmless from any cost or expense in
respect thereof.
4.4 Real Estate Taxes
"Real Estate Taxes" for the purpose of this Lease means all taxes,
rates and assessments, general and special, levied or imposed with
respect to the land and building containing the Premises or allocated
by the Landlord, in the exercise of reasonable judgment to the
Premises and such land and building and including, where applicable,
all taxes, rates, assessments and impositions, including without
limitation, surtaxes of any nature including the Surtax, general and
special taxes, levied or imposed, for schools, public betterment and
general or local improvements. Real Estate Taxes also include all
taxes on capital (or similar or equivalent taxes) assessed in respect
of the land and the building containing the Premises, against the
Landlord or the owners of the land and the building containing the
Premises. For the purposes of this Lease, "Surtax" means the surtax
imposed by any competent authority on non-residential immovables by
virtue of the Municipal Taxation Act, as amended, and/or by any other
law, legislation or replacement thereof.
If the system of real estate taxation shall be altered or varied and
any new tax or levy shall be levied or imposed on the land and
building containing the Premises or revenues therefrom or levied or
imposed on the Landlord and/or the owners, in substitution for or in
addition to Real Estate Taxes presently levied or imposed on
immovables, the expression "Real Estate Taxes" shall include such Tax
or such other new tax or levy.
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4.5 Operating Expenses
"Operating Expenses" means the aggregate of any and all expenses
incurred by Landlord, without duplication or profit thereof which are
attributable in accordance with generally accepted accounting
procedures, to the maintenance, operation, repair, supervision or
replacement of the building containing the Premises, and shall include,
(without limitation):
4.5.1 the cost of salaries, wages, medical, surgical and general
welfare benefits (including group life insurance) and pension
payments for employees of Landlord directly engaged in the
maintenance, operation, repair, security or replacement of the
building containing the Premises, payroll taxes, workman's
compensation insurance, electricity (except as otherwise
payable by Tenant hereunder), steam, utility, taxes, such
portion of taxes on capital as Landlord shall have allocated
to the building containing the Premises, place of business
taxes, water, taxes including, without limitation, the
water-rate and service tax imposed by the City of Montreal
and/or by any other competent taxing authority not charged
directly to tenants, cleaning, building and cleaning supplies,
uniforms and dry cleaning, cleaning of windows and exterior
curtain wall, snow removal, repair and maintenance of grounds,
service contracts, telephone, telegraph and stationary;
4.5.2 the actual cost of heating, ventilating and air-conditioning
the building containing the Premises, including, without
limitation, the cost of operating, repairing, maintenance,
replacing and inspecting the machinery, equipment and other
facilities required for the heating, ventilating and
air-conditioning of the building containing the Premises and
the cost of providing condenser water from cooling tower for
heating, ventilation, air-conditioning machinery and
equipment;
4.5.3 the cost of operating and maintaining the common areas of the
building containing the Premises (said common areas to
exclude those common areas designated by the Landlord as
pertaining solely to the retail mall area located beneath the
building containing the Premises), including, without
limitation, all costs and expenses of repairing, lighting,
cleaning, snow removal, garbage removal, decorating,
supervising, policing, replacing, rental of music program, and
loudspeaker systems, and business and water taxes and
governmental impositions not otherwise charged directly to
tenants;
4.5.4 the cost of any modification and additions to the building
containing the Premises and the machinery and equipment
appertaining thereto, or any additional equipment or
improvements required by law or in Landlord's reasonable
opinion for the benefit or safety of users of the building
containing the Premises;
4.5.5 the total annual amortization of capital (on straight line
basis over the useful life or such other period in accordance
with generally accepted accounting principles, and interest on
the unamortized capital at a rate equivalent to the lending
rate actually charged or chargeable by Landlord's lenders from
time to time, of the cost of all machinery, equipment,
supplies, repairs, replacements, modifications and
improvements which in Landlord's reasonable opinion have an
estimated useful life longer than one fiscal year and the cost
whereof has not previously been charged to Tenant;
4.5.6 the actual costs of all insurance as may be carried by
Landlord in respect of, or attributable to, the building
containing the Premises or related thereto, including, without
limitation, all risk insurance against fire and other perils,
and liability regarding casualties, injuries and damages,
boiler and machinery insurance and rental income insurance;
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4.5.6.a any and all taxes imposed on the Landlord with respect to
Operating Expenses whether characterized as goods and services
tax, sales tax, value added tax or otherwise (the "LANDLORD'S
SALES TAXES");
4.5.7 an administrative charge equal to fifteen percent (15%) such
total costs incurred pursuant to the preceding sub-sections
4.5.1, 4.5.2, 4.5.3, 4.5.4, 4.5.5 and 4.5.6 and 4.5.6a.
4.5.8 In no event, shall Operation Expenses include:
(i) any repairs or replacements which are of a structural
nature. It is agreed and understood, that structural
repairs and/or replacements shall without limiting the
generality of the foregoing, fondation, fenestration
and bearing walls;
(ii) any repairs or replacements resulting from damage,
destruction or risk for which the Landlord is obliged
to insure or repair or replace;
(iii) any repairs or replacements resulting from the
negligence, fault or want or skill by the Landlord, its
agents, employees, servants, invitees, or contractors,
or persons under its care and control.
4.6 Payment of the Proportionate Share of Real Estate Taxes and Operating
Expenses
4.6.1 On or before the commencement of each Operating Year which for
the purposes of this Lease shall mean a calendar year, unless
another twelve (12) month period is designated, Landlord, from
time to time or as soon as it is reasonable to so do, shall
estimate the amount of the Real Estate Taxes and Operating
Expenses for each Operating Year subsequent to the Initial
Operating Year, and Tenant shall pay to Landlord the
Proportionate Share of any increase resulting from such
estimate, over the Initial Operating Year, by equal monthly
installments, in advance, on the first (1st) day of each
calendar month of such Operating Year. For the purposes of
this Lease the Initial Operating Year shall be designated in
Article 1.
4.6.2 Following each Operating Year subsequent to the Initial
Operating Year, Landlord shall furnish to Tenant an audited
statement of the actual gross amount of the increase of
Operating Expenses for such Operating Year, over the Initial
Operating Year. If the Proportionate Share thereof is greater
or less than the payments on account thereof made by Tenant,
appropriate adjustments between the parties shall be made
within thirty (30) days after the delivery of such statement.
Following receipt by Landlord of accounts which comprise Real
Estate Taxes, Landlord shall furnish to Tenant a statement of
the actual amount of increase in Real Estate Taxes, over the
Initial Operating Year. If the Proportionate Share thereof is
greater or less than the payments made by the Tenant,
appropriate adjustments between the parties shall be made
within thirty (30) days after delivery of such statement.
4.6.3 Tenant shall pay to Landlord as additional rent the
Proportionate Share of any expenses including legal,
appraisal, administration and overhead expenses incurred by
Landlord in obtaining or attempting to obtain a reduction of
any Real Estate Taxes. Real Estate Taxes which are contested
by Landlord shall nevertheless be included for purposes of the
computation of the liability of Tenant under this Section 4.6,
provided, however, that in the event that Tenant shall have
paid any amount of increased rent pursuant to this Section
4.6, and Landlord shall thereafter receive a refund of any
portion of the Real Estate Taxes on which such payment shall
have been based, Landlord shall pay to or compensate Tenant
for the appropriate Proportionate Share of such refund after
deduction of the aforementioned expenses.
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Landlord shall have no obligation to contest, object to or to
litigate the levying or imposition of any Real Estate Taxes
and may settle, compromise, consent to, waive or otherwise
determine in its discretion any Real Estate Taxes without
notice to, consent or approval of Tenant.
4.6.4 Any amounts payable by Tenant hereunder shall be adjusted on a
proportionate basis to reflect the actual commencement and
termination dates of this lease having regard to the period in
respect of which the calculation of any increase(s) in respect
to Real Estate Taxes and Operating Expenses is made.
The obligation of the parties hereto to adjust pursuant to
this Article 4 for the final period of the Lease shall survive
the expiration of the Term.
4.6.5 The present Section 4.6 shall not, in any way, be interpreted
to reduce or have the effect of reducing the amount of the
annual rental stipulated in sub-section 1.11.1.
4.7 Payment of monies
4.7.1 All monies payable pursuant to this Lease by Tenant shall be
payable when due and shall be paid to Landlord at such place
in Canada as shall be designated from time to time by
Landlord.
4.7.2 If the Term begins on a day of the month other than the first
(1st) day, or if the Term ends on a day of the month other
than the last day, then the Rental for such month shall be
prorated.
4.7.3 Tenant shall pay interest at the rate of twenty-four percent
(24%) per annum on all Rental and all amounts payable under
the terms of this Lease and not paid when due.
4.7.4 Tenant hereby waives and renounces any and all existing and
future claims, set-off and compensation against any Rental or
other amounts due hereunder and agrees to pay such Rental and
other amounts regardless of any claim, set off or compensation
which may be asserted by Tenant or on its behalf except that
the Tenant shall have the right to offset or compensate any
unpaid portion of the Allowance after five (5) business days
of payment date against annual rental.
4.7.5 Upon any termination of this Lease, Tenant, in addition to all
other amounts which it is obligated to pay hereunder, shall
pay to Landlord such amount as is estimated by Landlord to
represent the Proportionate Share of Real Estate Taxes and
Operating Expenses payable and to become payable by Tenant and
which has not been paid. Upon final determination of the
actual amounts payable by Tenant, the parties shall adjust any
differences between the estimated amounts so paid and the
actual amounts payable.
ARTICLE 5
USE OF PREMISES
5.1 The Premises shall be used and occupied by Tenant solely for Permitted
Use.
Landlord shall have the right to cause Tenant to discontinue and Tenant
shall thereupon forthwith discontinue the sale of any item, merchandise
or commodity, the supply of any service or the carrying on of any
business or activity not, in the sole and absolute opinion of Landlord,
acting reasonably, falling within the use stipulated in Section 1.8
hereof and occupation of the Premises by Tenant as aforesaid.
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5.2 During the Term hereof Tenant will not authorize, suffer or permit the
Premises to be used by any bank, treasury branch, trust, acceptance or
loan corporation or any organization engaged in the business of
accepting money on deposit, or lending money or any similar business
excluding insurance, stock brokers or investment dealers, or for the
purpose of installation or operation of any electronic or mechanical
equipment, devices or machines by which any banking transaction,
operation or function may be available to the public during or after
normal banking hours.
5.3 The Tenant shall not install diagnostic radiology equipment, including
orthopantomographic equipment, diagnostic radioisotopic equipment, save
and except for the installation of orthopantomographic and radiation
equipment which may be installed in offices leased by dental surgeons
for the exclusive use by such dental surgeons when treating their
patients.
ARTICLE 6
BUILDING SERVICES
6.1 Cleaning of Premises
Landlord will cause the office portion of the Premises as well as the
washrooms, excluding storage areas, to be cleaned daily (except
week-ends and holidays) at such hours as Landlord may determine from
time to time between 10:00 p.m. and 6:00 a.m. Windows will be cleaned
on a regular basis as Landlord shall reasonably determine.
Tenant shall place all refuse and rubbish in suitable containers at
such locations as shall be indicated by Landlord.
6.2 Elevators
Freight service will be provided at such hours as Landlord may
designate from time to time and shall be subject to a charge as
reasonably determined from time to time by Landlord. Tenant will give
Landlord written notice when it requires such service for an extended
period.
Tenant shall have free use 24 hours per day and 7 days per week of the
passenger elevators in common with others, but Landlord shall not be
liable for any damage caused to Tenant, its officers, agents,
employees, servants, visitors or licensees.
6.3 Utilities
6.3.1 Subject to its ability to obtain same and to the needs of
Landlord and co-tenants, Landlord shall furnish electrical
service to the Premises.
6.3.2 Tenant agrees to pay Landlord for such power, an amount to be
collectible as Rental. The said amount shall be billed to
Tenant monthly based upon metered consumption in the Premises
at the actual cost thereof to Landlord plus 15% administration
fee.
6.3.3 The Tenant agrees that its use of electrical current shall
never exceed the designed capacity of such service in the
Premises.
6.3.4 The cost of any required sub-meters and the installations
thereof shall be at Landlord's expense. Any special wires and
conduits for Tenant's special equipment shall be supplied and
installed by Tenant at its expense.
6.3.5 Tenant shall have the right to purchase from Landlord (whose
prices therefor shall be competitive) all
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lamps, bulbs and ballasts used in the Premises, and to pay for
such lamps, bulbs and ballasts and the cost of installation
thereof. Any such payment by Tenant shall constitute final
acceptance by Tenant of the price therefor and shall be final
and binding and without return for any reason.
6.3.6 The obligations of the Landlord hereunder shall be subject to
any rules or regulations of the authority providing
electricity or any other municipal or governmental authority.
6.3.7 Provided that the Landlord is satisfied that the generator in
the Building can provide for all or a portion of the Tenant's
requirement, the Tenant shall have the right to use same from
time to time at no additional charge or expense.
6.4 Heating or air-conditioning
6.4.1 Landlord will operate the heating or air-conditioning systems,
and thereby provide a constant supply of air that is filtered
and either heated or cooled as conditions may require, between
the hours of 8:00 a.m. and 5:30 p.m. of each business day,
except Sundays and holidays, (or, if required by Tenant, up to
24 hours a day, 7 days a week, subject however to meter
readings). Tenant will pay for the actual cost based on said
readings plus 15% administration fee.
6.4.2 Nothing contained in this Lease shall be deemed to create any
obligation of Landlord to furnish electricity, heating,
air-conditioning or any other services to Tenant to the extent
these are required by the use in the Premises of special
equipment such as computers or other electrical or similar
equipment.
6.4.3 Landlord shall be privileged, without liability or obligation
to Tenant, to discontinue or modify any services required of
it under this Article 6, or elsewhere in this Lease during
such times as may be necessary, or as Landlord may deem
advisable by reason of accident, or for the purpose of
effecting repairs, replacements, alterations or improvements.
Without limiting the foregoing, Landlord shall not be liable
to Tenant for failure for any reason to supply the said
services or any of them, Landlord, however, undertaking to
correct any such failure with reasonable diligence.
Landlord shall be liable for direct damages suffered by Tenant
if such damages are caused by Landlord's gross negligence or
the gross negligence of a person for whom it is responsible at
law. Landlord shall use reasonable efforts to minimize
disruption effects for the Tenant and shall, except in the
case of emergency, provide a five (5) days notice to the
Tenant of repairs conducted pursuant to this section.
ARTICLE 7
IMPROVEMENTS
7.1 All improvements to the Premises shall be the responsibility of Tenant
and shall be performed at Tenant's sole cost and expense, the whole
subject to the terms and conditions hereinafter set forth, subject to
schedule B.
All improvements, alterations, additions or repairs required or
requested by Tenant shall be carried out by the Landlord and under its
co-ordination and supervision, at Tenant's expense provided that the
Tenant shall have the right to carry out at its expenses any
improvements, alterations or additions that may not, in the opinion of
the Landlord, affect the structure of mechanical or electrical system
of the Building and provided further that the contractor shall be
approved by the Landlord, which consent shall not be unreasonably
withheld. Tenant shall pay to Landlord, on demand and as
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additional rent, an administration or co-ordination fee equal to five
percent (5%) of the cost of the work. In addition, Tenant shall pay for
the cost of all architectural, engineering and working drawings
prepared to comply with Tenant's requirements, as well as a fee equal
to five percent (5%) of such cost, for Landlord's administration and
overhead. Payment shall be effected by way of a cash deposit and
progress draws during the currency of the work, the specifics of which
shall be established by Landlord, acting reasonably, from time to time.
7.2 Any connection of apparatus to the electrical system other than a
connection to an existing base receptacle, any connection of apparatus
to the plumbing lines, or any connection to the heating or
air-conditioning system shall be deemed to be an improvement within the
meaning of this Article 7.
7.3 At the termination of this Lease for whatever reason, Tenant shall, if
so required by Landlord, remove all or specified improvements installed
in the Premises pursuant to or during the terms of this Lease,
regardless of whether Landlord or Tenant is or was responsible for the
cost thereof, and shall restore the Premises to their delivered
condition (save for such improvements as Landlord permits to retain)
ordinary wear excepted. Should Tenant not be required to remove any
improvements, they shall remain in the Premises as the property of
Landlord, without any compensation being payable therefore.
Notwithstanding anything to the contrary herein contained, Tenant at or
after the termination of the Lease shall not remove from the Premises
any partition of any nature whatsoever, without regard to its height or
method of fastening, fixtures, plumbing, equipment, heating equipment,
air-conditioning equipment, local wiring, including floor ducts or
telephone conduits, and no compensation shall be allowed to Tenant to
same. Should Landlord desire to remove any of the foregoing items for
its own reasons and purposes, it shall do so at its own expense and any
amount so spent by Landlord shall not be chargeable to Tenant. Tenant
shall have the right to remove moveables.
7.4 Landlord shall have the right to install and maintain in the Premises,
whatever is reasonable, useful or necessary for the equipment, use and
convenience of the building containing the Premises or other tenant,
and Tenant shall have no claim against Landlord in respect thereof
provided the same does not interfere with Tenant's enjoyment of the
Premises.
ARTICLE 8
TENANT CARE AND RESPONSIBILITY
8.1 Notwithstanding the provisions of Articles 1854 and 1864 of the CIVIL
CODE OF QUEBEC, but subject to Section 7.1:
8.1.1 Tenant shall be solely responsible for, and pay the cost of
all repairs of every nature and kind to the Premises other
than maintenance, repairs and rebuilding thereof which in the
reasonable opinion of Landlord would constitute major
structural repairs to the building containing the Premises;
8.1.2 Tenant shall pay, subject to article 4.5.8, a Proportionate
Share of the cost of all other repairs of every nature and
kind (including major structural repairs) to the structural
elements of the building containing the Premises, as effected
by Landlord in the following categories:
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8.1.2.2 modernization and improvements to the building
containing the Premises:
(ii) additional equipment or improvements
required by law or in Landlord's reasonable
opinion for the safety of the users of the
building containing the Premises.
and without limiting the generality of the foregoing, Tenant shall take
care of the Premises and all improvements and, at the expiration of the
Term or other termination of this Lease shall surrender the Premises,
including the improvements in as good condition as reasonable use will
permit. Tenant shall give to Landlord prompt written notice of any
accident to or defect in the water pipes, steam pipes, heating or
air-conditioning equipment, electric lighting, elevators, wires or
other services or any portion of the Premises.
8.2 Subject to Landlord's gross negligence, Tenant shall be solely
responsible for, any and all injury and damages suffered by Landlord or
Tenant or co-tenants or other occupants of the building containing the
Premises and their respective officers, agents, employees and servants,
and for any and all injury or damages to the building containing the
Premises or the Premises or the improvements, or the furnishings,
fixtures, partitions or any equipment or merchandise (including damage
caused by the overflow or escape of water, steam, gas, electricity or
other substance, or the falling of any substance), caused or occasioned
by Tenant, or the officers, agents, employees, or servants of Tenant,
and whether owing to negligence or careless operation or otherwise. Any
and all such injury and damages may be repaired by Landlord at the
expense of Tenant.
Tenant covenants and agrees that it will indemnify and hold harmless
the Landlord against any penalty, damage, cost or charge arising out of
the breach of any rules, regulations, laws or ordinances by Tenant or
arising out of Tenant's occupation of the Premises.
8.3 Landlord shall make all reasonable attempts to utilize the proceeds of
insurance as well as to exercise any and all reasonable recourses
available to Landlord against any contractor, builder, supplier or any
third party in order to reduce Tenant's liability for repairs,
maintenance, replacements, modernization and improvements, provided
however, that Tenant shall notwithstanding any such proceedings advance
the amounts required to be paid by Tenant hereunder and shall be
entitled to receive its Proportionate Share of any reimbursement so
obtained by Landlord and provided further that Tenant shall advance its
Proportionate Share of costs and expenses of any legal action as
Landlord may institute against any such party.
Landlord shall have no obligation to litigate any such claim and may
settle, compromise, consent to, waive or otherwise determine in its
discretion any claim without notice to, consent or approval of Tenant.
8.4 Tenant will not do, or permit anything to be done on or about the
Premises or the land and building containing the Premises which may
injure or obstruct the rights of Landlord, or of co-tenants or other
occupants of the building containing the Premises, or do anything which
is a nuisance and Tenant will not do or permit anything to be done on
or about the Premises or the land and the building containing the
Premises or bring or keep anything there which will in any way conflict
with the regulations of the Fire, Police, or Health Departments or with
the rules, regulations, by-laws or ordinances of any governmental
authority having jurisdiction.
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8.5 Tenant specifically undertakes to install and maintain at its cost such
fire protection equipment, including, without limitation, emergency
lighting as is deemed reasonably necessary or desirable by Landlord or
any governmental or insurance body, and if so required by Landlord or
any such body Tenant shall appoint a warden to co-ordinate with the
fire protection facilities and personnel of Landlord.
8.6 No activity or exhibition having the effect in the absolute discretion
of Landlord of unduly congesting a corridor, or any other activity
considered offensive or improper by Landlord, shall be permitted by
Tenant in or about the building containing the Premises. No sign,
advertisement, notice, awning or electrical display shall be placed on
any part of the outside or inside of the Premises or the land and the
building containing the Premises without the prior written consent of
the Landlord. Such consent shall not be withheld or unduly delayed.
Landlord shall have the right, after having given the Tenant a twenty
four (24) hours prior notice, in its absolute discretion to enter into
the Premises and to remove or eliminate anything not in conformity
herewith at Tenant's expense.
8.7 Should Landlord deem it necessary to undertake any repairs or to do
anything which is required to be undertaken or done by Tenant under
this Lease, then Tenant shall pay to Landlord as a fee for supervision
or carrying out of Tenant's obligation an amount, as additional rental,
equal to fifteen percent (15%) of the cost of the obligation, repairs,
or other work, carried out by or under the supervision of Landlord,
which amount shall be in addition to the cost of such obligation or
work and shall be collectible by Landlord from Tenant as if it were
rental in arrears.
8.8 Tenant shall require that any contractors, prior to effecting any work
on the Premises, provide Landlord with a waiver and release,
renunciation or cession of priority as required and in such form as
specified by the Landlord of any and all privileges, legal hypothecs or
rights of privilege or to a legal hypothec that may then or thereafter
exist for work done or labour performed or materials furnished under
any contract and the contractors must also agree to furnish to Landlord
a good and sufficient waiver of, renunciation or cession of priority of
privilege or of legal hypothec from ever person or corporation
furnishing labour and material under any contract.
ARTICLE 9
DESERTION AND SURRENDER
9.1 Tenant shall not leave the Premises unoccupied or vacant except to
carry out improvements, alterations or additions in which case the
Tenant shall not leave the Premises unoccupied or vacant for a period
of ninety (90) days or more.
ARTICLE 10
ASSIGNMENT, SUBLETTING AND RELOCATION
10.1 Notwithstanding the provisions of article 1871 of the CIVIL CODE OF
QUEBEC, the Tenant shall not assign or encumber this Lease or sublet
the Premises or any part thereof or allow the Premises or any part
thereof to be used by another person without the prior written consent
of Landlord, which consent shall not be unreasonably withheld or unduly
delayed. Landlord's refusal of consent shall be deemed reasonable
(without in any way restricting Landlord's right to refuse its consent
on other reasonable grounds) where the assignee or subtenant proposed
by Tenant is then a tenant of the building containing the Premises and
Landlord has or will have during its next ensuing six (6) months
suitable space for rent in the building containing the Premises or
where any assignment or sub-tenant proposed is made prior to Tenant
having taken possession of the Premises and carrying out the Permitted
Use therein. The Landlord shall have a period of
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fifteen (15) days from receipt of the request for the consent, together
with all pertinent information pertaining not only to the name and
address of said sublessee or assignee and details of the proposed
sublease or assignment, but also to the financial status and business
of the said sublessee or assignee, as the Landlord may request, to
consent or refuse its consent. As a condition to the Landlord granting
its consent to any assignment or sublease: and (ii) the sublessee shall
be required to waive its rights under Article 1876 of the CIVIL CODE OF
QUEBEC. The consent of Landlord to any such assignment, sublease or use
shall not constitute a waiver of this Article and shall not be deemed
to permit any further assignment, sublease or use by another. As an
alternative to such consent (and without being so obliged or affecting
its other rights), the Landlord shall have the right to cancel this
Lease by simple notice and without compensation as and from the date at
which Tenant wishes to assign this Lease or sublet the Premises or
permit their use by another. In the event the Tenant intends to sell
its business, the Landlord shall waive its right to terminate the lease
as aforesaid, provided however that the Landlord has consented (such
consent not to be reasonably withheld or unduly delayed) to the
transfer of the lease to the acquirer of the business.
Notwithstanding any such assignment, subletting or use, Tenant shall
remain solidarily (jointly and severally) responsible with the
assignee, subtenant or user, without benefit of division or discussion,
for the Rental and the performance of all the other obligations of
Tenant under this Lease, unless Landlord shall have cancelled this
Lease. Tenant will pay Landlord a reasonable sublet or assignment fee
not exceeding 1 500$ to the Landlord.
10.2 Tenant shall not advertise or offer the whole or any part of the
Premises for purposes of assignment or sublet or permit any broker or
other party to do any of the foregoing, unless the complete text and
format of any such advertisement is previously approved in writing by
Landlord acting reasonably. Moreover, such advertisement shall not
contain any reference to the rental rate for the Premises.
<PAGE>
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ARTICLE 11
FIRE AND DESTRUCTION OF PREMISES
11.1 In the event that the Premises shall be destroyed or damaged by fire,
explosion, lightning, tempest, or similar peril, then:
11.1.1 if damage or destruction is such that the Premises are
rendered wholly unfit for occupancy or its is impossible or
unsafe to use and occupy them, and in the opinion of the
Landlord's architect, they cannot be repaired with
reasonable diligence within one hundred and eighty (180)
days from the occurrence of such damage or destruction,
either Landlord or Tenant may within five (5) days next
succeeding the giving of Landlord's architect opinion as
aforesaid, terminate this Lease by giving to the other
notice in writing of such termination, in which event the
Term shall cease and be at an end as of the date of such
destruction or damage, and the Rental and all other payments
for which Tenant is liable under the terms of this Lease
shall be apportioned and paid in full to the date of such
destruction or damage. In the event that neither Landlord or
Tenant so terminates this Lease, the Rental shall abate from
the date of the occurrence of the damage until the damage
shall be made good to the extent of enabling Tenant to use
and occupy the Premises;
11.1.2 if the damage be such that the Premises are wholly unfit for
occupancy, or if it is impossible or unsafe to use or occupy
them but can be repaid with reasonable diligence within one
hundred and eighty (180) days of the occurrence of such
damage, the Rental shall abate from the date of the
occurrence of such damage until the damage shall be made
good to the extent of enabling Tenant to use and occupy the
Premises;
11.1.3 if in the opinion of the Landlord's architect, the damage
can be made good as aforesaid within one hundred and eighty
(180) days of the occurrence of such destruction or damage,
and the damage is such that the Premises are capable of
being partially used for the purposes for which they were
leased, until such damage has been repaired, the Rental
shall abate in the proportion that the part of the Premises
rendered unfit for occupancy bears to the whole of the
Premises.
11.2 If any damage or destruction by fire or other cause to the building
containing the Premises or to the Premises, whether partial or not, is
due to the fault or neglect of Tenant, its officers, agents, or
employees, Tenant shall be liable for all costs and damages without
prejudice to any other rights or recourses of Landlord and without
prejudice to the rights of subrogation of Landlord's insurer. The
damage may be repaired by Landlord at the cost of Tenant and Tenant
shall forfeit its right to terminate this Lease as hereinabove
provided and there shall be no abatement from or reduction of the
Rental due hereunder, nor shall Tenant be entitled to damages, costs,
losses or disbursements from Landlord as a result of fire, explosion,
lightning, tempest, flooding, or any similar peril.
ARTICLE 12
NON-RESPONSIBILITY OF LANDLORD
12.1 Landlord shall not be responsible for damages nor, subject to Article
11, will there be any abatement or reduction of the Rental as a result
of fire or similar peril or the failure or stoppage of one or more of
the mechanical or electrical systems of the building containing the
Premises, failure or lessening of supply of the services or utilities
of any kind to be provided by Landlord, water, whether resulting from
the failure of plumbing or sewage systems or infiltration of water,
snow or ice from any source or other damage of
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any nature or the negligent acts or omissions of co-tenants or
occupants of the building containing the Premises, or owners or
occupants of adjacent properties unless:
12.1.1 such damage is attributable to the fault of Landlord or
those persons for whom it is responsible for at law; and
12.1.2 Tenant is not insured and not required under this Lease to
be insured against such occurrence.
Without restricting the foregoing, Landlord shall not be liable for
any other damage to or loss, theft, or destruction of property, or
death of, or injury to, persons at any time in or on the Premises or
in or about the building containing the Premises, however occurring.
Notwithstanding the foregoing, the liability of Landlord shall under
no circumstances include securities, specie, papers, records,
electrical computers, or other machines or other similar items.
12.2 Landlord shall not be liable for any damages suffered by Tenant should
any delay in the completion of the Premises in any way delay or
inconvenience the occupation thereof or the enjoyment of the building
containing the Premises or accessories or services.
12.3 Furthermore, the Landlord shall not be liable for any damage resulting
from the disturbance of enjoyment of the Premises by the act of any
third person, lessee or any person permitted to be on the Premises or
in the building containing the Premises nor shall the Tenant be
entitled to abatement or reduction of rent or resiliation of the Lease
as a result of such disturbance. Landlord shall use reasonable efforts
to stop such disturbance.
ARTICLE 13
RIGHT OF ENTRY
13.1 Landlord may enter the Premises at any time, after having given the
Tenant a twenty-four (24) hours notice (except in case of emergency),
to examine or to exhibit same to make alterations and repairs, or for
the operation or maintenance of the building containing the Premises.
13.2 Tenant shall not alter any locks or any doors of the Premises.
ARTICLE 14
COMPLIANCE WITH LAW
14.1 Tenant shall promptly comply with all laws, rules, orders, ordinances
and regulations of the Municipal, Provincial and Federal authorities
and of any department or bureau of any of them, and any other
governmental authority having jurisdiction over the Premises, Tenant's
occupancy of the Premises, or Tenant's business conducted thereon.
ARTICLE 15
INSURANCE REQUIREMENTS
15.1 Tenant shall not perform any act or bring on the premises any article
which will affect the risk or increase the rates of insurance on the
building containing the Premises.
Tenant shall comply with the requirements of all insurance companies
having policies of any kind whatsoever covering the building
containing the Premises.
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In no event shall any flammable materials, except for kinds and
quantities permitted by the insurance policies covering the building
containing the Premises, or any explosives whatsoever, be kept on the
Premises.
Should the rate of any type of insurance on the building containing
the Premises be increased by reason of any violation of this Lease by
Tenant, Landlord, in addition to all other remedies, may pay the
amount of such increase, and the amount so paid shall become due and
payable immediately by Tenant and collectible as additional Rental.
15.2 During the Term hereof, Tenant shall maintain at its sole cost,
property damage and public and general liability insurance in amounts
and with policies in form satisfactory from time to time to Landlord
with insurers acceptable to Landlord for not less than Five Million
Dollars ($5,000,000) and fire insurance with extended coverage
covering furniture, fixtures, improvements and all property of every
kind and nature located in the Premises which is owned by the Tenant,
or for which the Tenant is legally liable, or which is installed by or
on behalf of the Tenant, in an amount equal to the full insurable
value thereof. Copies of or certificates evidencing each insurance
policy shall forthwith upon the execution be delivered to Landlord.
Each such policy shall name Landlord and any persons, firms or
corporations designated by the Landlord as additional insureds as
their interests may appear, provide for written notice to Landlord and
such other additional insured at least thirty (30) days prior to any
cancellation thereof and shall contain a waiver by the insurer in
favour of the Landlord and such other additional named insured of the
insurers' rights under Article 2494 of the CIVIL CODE OF QUEBEC.
15.3 If Tenant fails to maintain such insurance, Landlord will have the
right to do so and to pay the premium therefor and in such event,
Tenant shall repay to Landlord the amount paid as premium as
additional Rental immediately following the request for said payment
by Landlord.
15.4 Tenant agrees to have all fire and extended coverage and material
damage insurance which may be carried with respect to the Premises or
to the property located therein endorsed with a clause substantially
as follows:
"This insurance shall not be invalidated should the insured waive
in writing prior to a loss any or all rights of recovery against
any party for loss occurring to the property described herein."
Tenant waives all claims for damages against Landlord and those for
whom Landlord is in law responsible, with respect to occurrences to be
insured against by Tenant hereunder, whether or not any such claims
arise as a result of a negligence of Landlord or those for whom
Landlord is in law responsible.
ARTICLE 16
MORTGAGES, SUBORDINATION AND PERSONAL INFORMATION
16.1 This Lease and all rights of Tenant hereunder shall be subject and
subordinate at all times to any and all mortgages, hypothecs or deeds
of trust affecting the building containing the Premises which have
been executed or which may at any time hereafter be executed, and any
and all extensions and renewals thereof and substitutions therefor.
Tenant agrees to executed any instruments which Landlord may deem
necessary to evidence the subordination of this Lease to any or all
such mortgages, hypothecs or deeds of trust.
16.2 Tenant covenants and agrees that, if by reason of a default under any
mortgage, hypothec or deed of trust to which this Lease is subject or
subordinate, Landlord's interest in the building containing the
Premises is terminated, it will recognize and acknowledge the acquirer
of the building containing the Premises pursuant to any action taken
under any such mortgage, hypothec or deed of trust as Tenant's
landlord under this Lease.
Tenant waives the provisions of any statue or rule of law now or
hereafter in effect which may give or purport to give Tenant any right
of election to terminate this Lease or to
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surrender possession of the Premises in the event any such action is
taken under any such mortgage, hypothec or deed of trust and agrees
this Lease shall not be affected in any way whatsoever by any such
proceedings.
16.3 Tenant agrees to execute and deliver, at any time and from time to
time, upon the request of Landlord or of the holder of any such
mortgage, hypothec or deed of trust, any instrument which may be
necessary or appropriate to evidence such recognition and
acknowledgment.
Tenant will upon request of the Landlord furnish to each creditor
under a mortgage, hypothec or deed of trust a written statement that
his Lease is in full force and effect and that Landlord has complied
with all its obligations under this Lease (if such is the case) and
any other reasonable written statement, document, or estoppel
certificate requested by any such creditor.
16.4 In the event that the security under any trust deed of hypothec,
mortgage and pledge (the "DEED") affecting the building containing the
Premises should become enforceable, the party succeeding the rights of
Landlord hereunder, or the trustee under the Deed in exercising all or
any of its powers for the protection and enforcement of its rights and
remedies thereunder, shall not, in respect to any time prior to such
termination or enforcement:
16.4.1 be bound by or required under any circumstances to
acknowledge or respect any payments made by Tenant hereunder
in anticipation of its obligations, or
16.4.2 be liable in respect to any failure of Landlord to perform
its obligations hereunder.
In addition, such succeeding party or such trustee shall in such
circumstances be released from any continuing or contingent liability
of Landlord to Tenant upon a further transfer by such succeeding party
or such trustee of the rights of Landlord hereunder.
<PAGE>
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ARTICLE 17
EXPROPRIATION
17.1 If the whole or any part of the building containing the Premises shall
be expropriated or taken in any manner for any public or quasi-public
use or purpose, Landlord may at its option terminate this Lease by
giving notice in writing to Tenant that the Term hereof shall expire
upon the day when possession is required for such purpose, and in the
event of such expiration Landlord shall have no liability to Tenant of
any nature, without prejudice to Tenant's claim against the
expropriating authority.
17.2 The Tenant hereby waives its rights under paragraph 2 of Article 1888
of the CIVIL CODE OF QUEBEC.
ARTICLE 18
WAIVER
18.1 Failure of Landlord to insist upon strict performance of any of the
covenants or conditions of this Lease or to exercise any right or
option herein contained shall not be construed as a waiver or
relinquishment of any such covenant, condition, right or option, but
the same shall remain in full force and effect. Tenant undertakes and
agrees, and any person claiming to be a subtenant or assignee
undertakes and agrees, that the acceptance by the Landlord of any rent
from any person other than Tenant shall not be construed as a
recognition of any rights not herein expressly granted, or as a waiver
of any of Landlord's rights, or as an admission that such person is,
or as a consent that such person shall be deemed to be, a subtenant or
assignee of this Lease, irrespective of whether Tenant or said person
claims that such person is a subtenant or assignee of this Lease.
Landlord may accept the Rental from any person occupying the Premises
at any time without in any way waiving any right under this Lease.
ARTICLE 19
NOTICES AND DEMANDS
19.1 Any notice or demand given by Landlord to Tenant shall be deemed to be
duly given when served upon Tenant personally, or when left upon the
Premises, or when mailed to Tenant at the address of the Premises on
the third (3rd) business day following such mailing.
19.2 Tenant elects domicile at the Premises for the purpose of service of
all notices, writs of summons or other legal documents in any suit at
law, action or proceeding which Landlord may take.
19.3 Any notice or demand given by Tenant to Landlord shall be deemed to be
duly given when served upon Landlord personally or when mailed by
registered mail to Landlord at the address designated by Landlord for
purposes of payment of the Rental hereunder on the third (3rd)
business day following such mailing.
ARTICLE 20
LANDLORD AND TENANT
20.1 All claims of Tenant arising out of this Lease or the occupation of
the Premises by Tenant, its agents, employees, invitees, or its
assignees or subtenants (as permitted
<PAGE>
-22-
hereunder) may only be asserted against the Landlord and any such
assignee who shall assume the obligations of the Landlord hereunder
and give Tenant written notice thereof. No other person or
corporation, including specifically the City of Montreal, shall be
liable toward Tenant for claims hereunder or arising from Tenant's
occupation of the Premises.
20.2 In the event of any sale or transfer of the building containing the
Premises, or the making of any lease of the entire building containing
the Premises, or the sale or transfer or assignment of any such lease,
Landlord shall be and hereby is relieved of all covenants and
obligations of Landlord hereunder, and Tenant shall thereafter be
bound to and shall recognize such transferee, assignee or lessee, as
the case may be, as Landlord under this Lease.
<PAGE>
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of the building containing the Premises must be acceptable to the
Landlord. No freight or bulky matter or any description will be
received into the building containing the Premises or carried in the
elevators, except during hours approved by Landlord.
24.8 Tenant agrees to observe all reasonable rules and regulations regarding
the security and protection of the building containing the Premises and
the tenants thereof including without limitation the right of Landlord
to search any person or any article carried by any person entering or
leaving the building containing the Premises.
24.9 Tenant covenants that the rules and regulations, hereinabove
stipulated, and such other and further rules and regulations as
Landlord may make, being in its judgment necessary for the reputation,
safety, care and cleanliness of the building containing the Premises
and of the Premises, or the operation, maintenance or protection of the
building containing the Premises and its equipment, or the comfort of
tenants, shall be faithfully observed and performed by Tenant, and by
its clerks, servents, agents, visitors, licensees and by any person for
whom the Tenant is in law responsible. Landlord shall have the right to
change said rules and to waive in writing, or otherwise, any or all of
the said rules in respect to any one or more tenants, and Landlord
shall not be responsible to Tenant for any nonobservance or violation
of any of said rules and regulations by any other tenant or other
person. The provisions of the rules and regulations shall not be deemed
to limit any covenant or provisions of this Lease to be performed or
fulfilled by Tenant.
24.10 Tenant shall, in connection with its advertising in relation to the
address of the business carried on in the building containing the
Premises, use and promote such name as Landlord may from time to time
designate and in using such name in any advertisement, sign, poster,
printing or other writing. Tenant shall print, write or designate the
same in a manner to be determined from time to time by Landlord and in
no other manner. Tenant shall not use such name in regard to any
business other than the business of Tenant upon the Premises. Tenant
agrees that Tenant will not carry on or permit to be carried on any
business in the Premises under a name or style other than the name of
Tenant, or call or permit the Premises or any business carried on
therein to be called any name other than the name of Tenant without the
prior written consent of Landlord.
24.11 Tenant's use of the shipping and receiving facilities including without
limitation, the truck dock access and egress thereto and the
transporting of merchandise within the building containing the Premises
shall be subject to the rules, regulations and schedules to be
established by the Landlord from time to time in its discretion.
24.12 Tenant agrees and warrants that no animals or reptiles shall be brought
into or kept in the Premises or the building containing the Premises.
24.13 Tenant agrees that canvassing, soliciting or peddling shall be
prohibited in Tour du Parc and Promenade du Parc and Tenant shall
cooperate in such regard.
ARTICLE 25
DEFAULT BY TENANT
25.1 Each of the following events (hereinafter called an "EVENT OF DEFAULT")
shall be a default hereunder by Tenant and breach of this Lease:
25.1.1 if Tenant shall fail to pay all or any part of the Rental of
any kind payable under this Lease within five (5) days after
the same becomes due;
25.1.2 if Tenant shall assign, transfer, encumber, sublet or permit
the use or occupation of the Premises or the parting with or
sharing possession of all or any part of the Premises except
in a manner herein permitted;
<PAGE>
- 25 -
25.1.3 if Tenant files any proposal or makes any assignment for the
benefit of creditors or any arrangement or compromise with its
creditors or becomes bankrupt or takes the benefit of or
becomes subject to any legislation that may be in force
relating to bankrupt or insolvent debtors, or if a petition in
bankruptcy is granted against the Tenant, or if any
application or petition or certificate or order is granted for
the winding-up or dissolution or liquidation of the Tenant or
of its assets, voluntarily or otherwise or if the Tenant
otherwise attempts to take the benefit of the BANKRUPTCY AND
INSOLVENCY ACT;
25.1.4 if a receiver or trustee shall be appointed for the property
of Tenant or any part thereof;
25.1.5 if any execution be issued pursuant to a judgment rendered
against Tenant or if any of the goods or movable property on
the Premises are the subject of a notice of crystallization,
an advance registration, a prior notice of hypothecary right
or are seized in execution, before judgment or otherwise, by
any creditor of the Tenant unless, in the case of seizure
before judgment, the Tenant diligently contests such seizure
and deposits with the Landlord such security as requested by
the Landlord in respect of such seizure;
25.1.6 if any person other than Tenant has or exercises the right to
manage or control the Premises, any part thereof, or any of
the business carried on therein other than subject to the
direct and full supervision and control of Tenant;
25.1.7 if any insurance policy upon the building containing the
Premises is cancelled or threatened to be cancelled or
modified or threatened to be modified in an unfavourable
manner (including, without limitation, any substantial
increase in premiums), by reason of the use or occupation of
the Premises or any part thereof by the Tenant or any
assignee, subtenant or licensee of the Tenant or anyone
permitted by the Tenant to be on the Premises or if the Tenant
fails to effect insurance required to be maintained by it
hereunder and in either case fails within five (5) days after
written notice of such default is given by the Landlord to the
Tenant to take such immediate steps in respect of such use or
occupation as shall enable the Landlord or the Tenant to
reinstate or avoid cancellation or unfavourable amendments (as
the case may be) of such policy of insurance or the Tenant
fails to effect such insurance;
25.1.8 if the Premises at any time during the Term become vacant or
if the Premises are abandoned or threatened to be abandoned by
the Tenant while capable of being occupied except for the
right to vacate the Premises for a maximum period of ninety
(90) days for improvements, alterations or additions as
stipulated in article 9.1;
25.1.10 if Tenant shall be in default in fulfilling or performing any
other term, covenant, condition or provision of this Lease and
such default shall continue for ten (10) days after written
notice thereof from Landlord to Tenant, and provided that the
Tenant has diligently commenced and continued to cure same,
default shall continue for thirty (30) days after written
notice thereof from Landlord to Tenant;
<PAGE>
- 26 -
25.2 Upon the occurrence of an Event of Default, the Landlord shall have the
following rights and remedies, all of which are cumulative and not
alternative and do not exclude any other rights and remedies available
to the Landlord by law or otherwise:
25.2.1 to terminate IPSO FACTO this Lease without any formalities,
notice or judicial proceedings and to immediately thereafter
cease to furnish any services hereunder and enter into and
upon the Premises or any part thereof to repossess and enjoy
the same as of its former state;
25.2.2 to enter and repossess the Premises with or without
termination and to use such force as it may deem necessary for
that purpose and for gaining admittance to the Premises. The
Landlord may expel all persons and remove all property from
the Premises and such property may be stored in a public
warehouse or elsewhere at the cost and for the account of the
Tenant, the whole without the Landlord being considered guilty
of trespassing or becoming subject to any prosecution or
becoming liable for any loss or damage which may be
occasioned thereby, any statute or law to the contrary
notwithstanding.
Notwithstanding that which is contained in Sections 25.2.1 and 25.2.2,
the Tenant shall have the right to contest such Landlord actions and
take such measures as the circumstances warrant and that the law
provides, in order to protect its interests, the whole without
prejudice to its rights to claim damages from and against the
Landlord.
25.3 Upon the occurrence of an Event of Default, all rental then due and
payable hereunder together with rental for the six (6) months next
succeeding the date of such Event of Default (or for such longer period
as may be allowed by law) shall immediately become due and payable, the
whole without prejudice to any other rights or recourses which the
Landlord may have hereunder or at law, including, without limitation,
the right to terminate the Lease as provided in Section 25.2 hereof and
the right to demand immediate payment as liquidated damages, of an
amount equivalent to all rental provided in this Lease for the
unexpired Term of the Lease.
25.4 If the Landlord at any time terminates this Lease by reason of the
occurrence of an Event of Default or if any legal action is taken for
the recovery of possession of the Premises or for the recovery of any
amount due under this Lease, the Landlord, in addition to any other
remedies it may have hereunder or by law, may recover from the Tenant
all damages and all expenses it may incur or suffer by reason thereof,
including, without limitation, attorney's fees and legal costs and the
cost of repossessing and reletting the Premises.
25.5 If the landlord elects to take possession of the Premises pursuant to
legal proceedings, or pursuant to any notice provided for by law, it
may either terminate this Lease or it may, from time to time without
terminating this Lease, make such alterations and repairs as may be
necessary in order to relet the Premises or any part thereof, either in
the name of the Landlord or otherwise for a term or terms which may, if
the Landlord chooses, be less or greater than the balance of the Term
and at such rent and upon such other terms and conditions as the
Landlord, in its sole discretion, deems advisable, and the Landlord may
grant reasonable concessions in connection therewith. Upon each such
reletting, all rent received by the Landlord from such reletting shall
be applied firstly to the payment of any indebtedness other than rental
due hereunder from the Tenant to the Landlord, secondly to the payment
of any costs and expenses of such reletting, including legal costs,
solicitors' fees and brokerage fees and the expenses of keeping the
Premises in good order and of preparing the Premises for reletting,
thirdly to the payment of rent due and unpaid hereunder, and the
residue, if any, shall be held by the Landlord and applied in payment
of other damages suffered by the Landlord as a result of the Event of
Default. If such rentals received from such reletting during any month
be less than that payable and paid during that month by the Tenant, the
Tenant shall pay such deficiency to the Landlord.
<PAGE>
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Notwithstanding any such reletting without termination, the Landlord
may, at any time thereafter, elect to terminate this Lease for such
previous breach.
25.6 Should the Tenant leave in or about the Premises any movable property
for more than eight (8) days after having abandoned or vacated the
Premises or after having remitted the key therefor to the Landlord, the
Landlord shall, IPSO FACTO, and without formalities, notice or judicial
proceedings, be entitled to remove such movable property from the
Premises and store the same and the Tenant will be responsible for all
REASONABLE costs and expenses incurred by the Landlord in respect
thereof, together with an administration fee of fifteen percent (15%)
of such costs. In no event will the Landlord be liable for any loss or
damage caused to or suffered by such movable property. In the event the
Tenant does not claim and remove such movable property from the
Premises or from such other place that the Landlord has stored it and
does not pay all REASONABLE costs and expenses incurred by the Landlord
in respect thereof, including, without limitation, the cost of storage
thereof within thirty (30) days after the Landlord has given the Tenant
written notice of the same, the Landlord shall become the owner of such
movable property and the Tenant shall have no claim in damages, whether
contractual or extra-contractual, or for compensation or otherwise in
connection therewith, the whole without the Tenant being relieved from
the obligation of paying to the Landlord the aforementioned costs and
expenses (including the administration fee) incurred by the Landlord in
respect thereof, such obligation surviving the termination of this
Lease. The Tenant hereby in any event holds the Landlord harmless and
indemnified from and against any claims or actions in connection with
such movable property from whomsoever.
25.7 Without limiting the generality of any provision of this Lease, but
subject to any notice specifically referred elsewhere in this Lease to
be given and to any right to cure or remedy such default as
specifically provided elsewhere in this Lease, if the Tenant shall
default in the performance of any of its obligations under this Lease,
the Landlord may acting reasonably from time to time after giving such
notice as it considers sufficient (or without notice in the case of an
emergency) perform or cause to be performed any of such obligations and
for such purposes may do such things as may be required, including,
without limitation, entering upon the Premises and doing such things
upon or in respect of the Premises or any part thereof as the Landlord
reasonable considers requisite or necessary to remedy such default. All
expenses incurred pursuant to this Section 25.7, plus an administration
fee equal to fifteen percent (15%) thereof representing the Landlord's
administration fee, shall be paid by the Tenant as additional rent
forthwith upon demand. The landlord shall not be liable to the Tenant
for any loss or damage resulting from any such action or entry by the
Landlord and the same shall not be considered a breach of any
obligation for peaceable enjoyment contained in this Lease or implied
by law.
25.8 Mention in this Lease of any particular remedy or remedies of the
Landlord in respect of any default by the Tenant shall not preclude the
Landlord from any other remedy in respect thereof, whether available in
law or by statute or expressly provided herein. No remedy shall be
exclusive or dependent upon any other remedy, but the Landlord may from
time to time exercise any one or more of such remedies generally or in
combination, such remedies being cumulative and not alternative.
25.9 The indemnity provisions of this Lease and the Landlord's rights in
respect of any failure by the Tenant to perform any of its obligations
under this Lease shall remain in full force and effect notwithstanding
the expiration or earlier termination of the Term.
ARTICLE 26
SPECIFIC WAIVERS
26.1 The Tenant renounces by these presents to the benefit of and waives its
rights and remedies under Articles 1859, 1861, 1863(2), 1865, 1867,
1868, 1869 and 1883 of the CIVIL CODE OF QUEBEC.
<PAGE>
- 28 -
ARTICLE 27
ADEQUATE EXPLANATION
27.1 The Tenant declares that it has received from its legal counsel,
sufficient explanation of the nature and extent of the terms and
conditions of this Lease and of the obligations and rights deriving
therefrom for the Tenant and for the Landlord.
ARTICLE 28
EXISTENCE AND AUTHORITY
28.1 The Tenant represents and warrants that it is duly formed and in good
standing, and has full corporate or partnership power and authority, as
the case may be, to enter into this Lease and has taken all corporate
or partnership action, as the case may be, necessary to carry out the
transaction contemplated herein, so that when executed, this Lease
constitutes a valid and binding obligation of the Tenant enforceable in
accordance with its terms. The Tenant shall provide the Landlord with
corporate resolutions or other proof in a form acceptable to the
Landlord, authorizing the execution of this Lease.
ARTICLE 29
AUTHORIZED WITHDRAWALS
29.1 At Landlord's request, Tenant agrees to make payments of all rent
payable pursuant to Article 4 hereof and all other additional rentals
payable hereunder by way of automatic debit from Tenant's bank account
and to execute and deliver, either concurrently with the Lease or
within three (3) business days following request therefor, such
documentation as may be required by Landlord and its bank in order to
effect payment of such rentals by automatic debit.
ARTICLE 30
LANGUAGE OF LEASE
30.1 Le Locataire a exige que ce bail soit redige en anglais.
The Tenant has requested that this Lease be drawn up in the English
language.
<PAGE>
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AND IT IS AGREED, that the provisions hereof shall be binding upon and enure to
the benefit of the successors and assigns of the Landlord and the heirs, legal
representatives and permitted successors and assigns of the Tenant except as may
be hereinabove otherwise provided, and if there is more than one tenant, the
covenants herein contained on the part of Tenant shall be construed as being
several as well as joint, and where necessary, the singular number shall be
taken to include the plural, and the neuter, the masculine or the feminine
gender.
IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE DULY EXECUTED AND SIGNED THESE
PRESENTS ON THE DATE AND AT THE PLACE HEREINAFTER MENTIONED.
Dated at the City of REGINER, Province of SASKATCHUAN, on the FIFTH (5th) day of
JUNE, two thousand (2000).
CLIC PROPERTIES, INC.
"Landlord"
/s/ KATHY TYSDAL Per /s/ LES R. MILLER
----------------------------- ------------------------------------
Witness Les R. Miller
Assistant Vice-President, Real Estate
-----------------------------
Witness
/s/ KATHY TYSDAL Per /s/ STEPHAN R. VON BUTTLAR
----------------------------- ------------------------------------
Witness Stephan R. von Buttlar
Vice-President, Mortgages and Real Estate
-----------------------------
Witness
Dated at the City of MONTREAL, Province of QUEBEC, on the THIRTIETH (30th) day
of MAY, two thousand (2000).
3709361 CANADA INC.
"Tenant"
/s/ [ILLEGIBLE] Per /s/ DAVID KATZ
----------------------------- -----------------------------------------
Witness David Katz
President
-----------------------------
Witness
<PAGE>
SCHEDULE "A"
DESCRIPTION OF PREMISES
[GRAPHIC OMITTED]
<PAGE>
SCHEDULE A1
An emplacement situated in the City of Montreal, Province of Quebec, at the
intersection of Paris Avenue and Leo-Pariseau Street, shown on plan number
70-23739-15 prepared by Gilles Legaull, Quebec Land Surveyor, on February 13,
1987, and composed of the volume above ground within the space defined by the
surface bearing numbers and letters "1-O-P-B-C-2-1" on said plan with a
geodetic altitude of 52.60 meters on ground level and the height of this plan
to the Zenith, more particularly described as follows:
(a) A part of lot A3-52-1 of the [ILLEGIBLE] of the City of Montreal
(Saint-Laurent Ward), registration division of Montreal, measuring 3.05
meters in its northwest line, 65.54 meters in its northeast and
southwest lines and 2.26 meters in its southeast line and bounded to
the northwest by lot 43-52-2 (Leo-Pariseau Street), to the northeast by
lots 43-45-2, 43-70, 43-69, 43-68, 43-67, 43-66, 43-65, 43-64 and 894,
to the southeast by the residue of lot 43-52-1 and to the south-west
by a part of lot 44-192 and bounded in inferior altitude by level 52.60
meters and in superior altitude by the Zenith.
(b) A part of lot 44-192 of the sold [ILLEGIBLE], measuring 3.05 meters in
its northwest and southeast lines by 65.54 meters in its northeast and
southwest lines and bounded to the northwest by lot 44-196
(Leo-Pariseau Street), to the northeast by part of lot 43-52-1, to the
southeast by the residue of lot 44-192 and to the southwest by lots
44-38-2, 44-39-1 to 44-39-3, 44-40-1, 44-40-2, 44-41-1, 44-41-2,
44-42-1 44-42-2, 44-43-1, 44-43-2, 44-44-1, 44-44-2, 44-45 and 44-46-1
and bounded in inferior altitude by level 52.60 meters and in superior
altitude by the Zenith.
(c) A part of lot 44-38-2 of the said [ILLEGIBLE], measuring 1.81 meters in
its northwest and southeast lines by 2.75 meters in its northeast and
southwest lines and bounded to the northwest by lot 44-39-1, to the
northeast by lot 44-192, to the southeast and to the southwest by the
residue of lot 44-38-2 and bounded in inferior altitude by level 52.60
meters and in superior altitude by the Zenith.
(d) A part of lot 44-39-1 of the said [ILLEGIBLE], measuring 1.81 meters in
its northwest and southeast lines by .46 meter in its northeast and
southwest lines and bounded to the northwest by lot 44-39-2, to the
northeast by lot 44-192, to the southeast by lot 44-38-2 and to the
southwest by the residue of 44-39-1 and bounded in inferior altitude by
level 52.60 meters and in superior altitude by the Zenith.
<PAGE>
(e) A part of lot 44-39-2 of the said [ILLEGIBLE], measuring 1.81 meters in
its northwest and southeast lines by 5.08 meters in its northeast and
southwest lines and bounded to the northwest by lot 44-39-3, to the
northeast by lot 44-192, to the southeast by lot 44-39-1 and to the
southwest by the residue of lot 44-39-2 and bounded in inferior
altitude by level 52.60 meters and in superior altitude by the Zenith.
(f) A part of lot 44-39-3 of the said [ILLEGIBLE], measuring 1.81 meters in
its northwest and southeast lines by 2.39 meters in its northeast and
southwest lines and bounded to the northwest by lot 44-40-1, to the
northeast by lot 44-192, to the southeast by lot 44-39-2 and to the
southwest by the residue of lot 44-39-3 and bounded in inferior
altitude by level 52.60 meters and in superior altitude by the Zenith.
(g) A part of lot 44-40-1 of the said [ILLEGIBLE], measuring 1.81 meters in
its northwest and southeast lines by 2.69 meters in its northeast and
southwest lines and bounded to the northwest by lot 44-40-2, to the
northeast by lot 44-192, to the southeast by lot 44-39-3 and to the
southwest by the residue of lot 44-40-1 and bounded in inferior
altitude by level 52.60 meters and in superior altitude by the Zenith.
(h) A part of lot 44-40-2 of the said [ILLEGIBLE], measuring 41.45 meters
in its northwest line, 5.23 meters in its northeast line, 1.81 meters
in its first southeast line, 2.17 meters in its first southwest line,
39.911 meters in its second southeast line and 3.067 meters in its
second southwest line and bounded to the northwest by lot 44-41-1, to
the northeast by lot 44-192, in its first southeast line by lot
44-40-1, in its first southwest line and its second southeast line by
the residue of lot 44-40-2 and in its second southwest line by lot
44-60 (Park Avenue) and bounded in inferior altitude by level 52.60
meters and in superior altitude by the Zenith.
(i) Lots 44-41-1, 44-41-2, 44-42-1, 44-42-2, 44-43-1, 44-43-2, 44-44-1,
44-44-2, 44-45 and 44-46-1 of this said [ILLEGIBLE], bounded in
inferior altitude by level 52.60 meters an in superior altitude by the
Zenith.
With the building thereon erected bearing civic number 300 Leo Pariseau Street,
City of Montreal, Province of Quebec, I-12W 2P4.
<PAGE>
SCHEDULE "B"
CONDITION OF PREMISES
Premises will be delivered and accepted "as is".
Landlord is responsible for the following at its own cost and expenses:
-> HVAC systems will be in first class state of repair and fully operational;
-> Ceiling tiles and window blinds will be replaced if broken before premises
are delivered to the Tenant;
-> Washrooms will be in good working conditions.
<PAGE>
SCHEDULE "D"
SPECIAL PROVISIONS
DATE OF OCCUPANCY
Notwithstanding the Commencement Date, the Landlord shall give access to the
Premises to the Tenant starting on or before May 19, 2000 (the "Date of
Occupancy"). In the event that the Date of Occupancy is delayed, then the
Commencement Date will be advanced by the number of days that the Date of
Occupancy is delayed.
RENT FREE PERIOD
Provided that no Event of Default has occurred under the terms of this lease,
the Tenant shall not be responsible to pay Gross Rent from the Date of Occupancy
until the Commencement Date as well as for the first four (4) months (namely
July, August, September and October 2000) of the Term of the Lease.
CONSTRUCTION AND IDENTIFICATION
The Tenant shall have the right to identify its name on the Building's directory
board.
Subject to the approval of the Landlord, the Tenant will have the right to use
its own contractors to perform the construction work.
IRREVOCABLE LETTER OF CREDIT
Tenant shall, fifteen (15) days following the Tenant's receipt of the Allowance,
remit to Landlord an irrevocable letter of credit, issued by a Canadian
chartered bank or other Canadian financial institution of good financial
standing acceptable to Landlord, in the amount of Four Hundred Thousand Dollars
($400,000.00), in a form acceptable to Landlord. Such irrevocable letter of
credit must be automatically renewed annually. The irrevocable letter of credit
must provide that Landlord may draw thereon from time to time any amount which
Landlord in its sole discretion considers necessary to compensate it for rent
outstanding or loss or damage suffered by Landlord arising out or in connection
with monetary or substantial default of Tenant under this Lease after a 30-day
written notice of the Landlord to the Tenant, on simple presentation of a
demand, solemnly affirmed by one of the directors of the Landlord attesting that
the Tenant is still in substantial default under the Lease and to which a proof
of service of the notice will be attached thereof, that any such payment shall
be noted thereon and that such irrevocable letter of credit shall remain in full
force for the balance. Tenant shall without delay, each time Landlord draws on
the irrevocable letter of credit as aforesaid, pay to Landlord an amount equal
to the amount drawn on the letter of credit and such amount shall be treated as
a security deposit that the Landlord can appropriate in the same manner as the
herein letter of credit, mutatis mutandis.
The letter of credit must provide that it shall automatically renew annually,
unless the issuer thereof notifies the Landlord in writing no less than thirty
(30) days before any anniversary of the delivery of the letter of credit, that
the irrevocable letter of credit is not renewed under the same terms for an
additional period of one year. If for any reason, the irrevocable letter of
credit is not or is not to be renewed under the same terms, the Landlord may
draw the full amount of the letter of credit then in its possession,
notwithstanding that Tenant may not be otherwise in default under this Lease and
such amount shall be treated as a security deposit that the Landlord can
appropriate in the same manner as the herein letter of credit, mutatis mutandis.
The security deposit shall not bear interest in favour of Tenant and shall not
be governed by the provisions of Articles 2283 and following and 1299 and
following of the CIVIL CODE OF QUEBEC and such provisions shall have no
application with regard to the security deposit.
Provided that the Landlord has not drawn any amount thereon, the irrevocable
letter of credit shall reduce by One Hundred Thousand Dollars ($100,000.00) on
each anniversary of the delivery of the letter of credit. As at the expiration
of the third (3rd) year of the delivery of the original letter of credit, all
letters shall be returned to the Tenant and the Landlord shall not require any
further letter of credit during the balance of the Term or any renewal thereof.
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In the event of a sale, transfer or assignment of this Lease by Landlord, the
Landlord may transfer such irrevocable letter of credit or such security deposit
or so much thereof as shall then remain, to the purchaser, transferee or
assignee and thereupon Landlord shall be released and discharged from any
further liability in connection with such security deposit or letter of credit,
as the case may be.
NON-DISTURBANCE
It is understood that the Lease to be executed will be executed with the
registered owner of the land and may be registered by summary on title to the
land. The Landlord warrants that it has authority from all registered and
beneficial owners to enter into their Offer to Lease on their behalf. Should any
mortgage, encumbrance, or any other right to be registered against all or part
of the land with priority to the registration of this Lease, the Landlord
undertakes to use reasonable efforts to obtain a non-disturbance agreement from
any creditor of the Landlord holding an hypothec on the building where the
premises are located, within thirty (30) days from the execution of this Lease
and the rights of the Tenant and its successors, heirs and assigns to enjoy the
Premises to the fullest extent in the event that such creditor enters into
possession of or sells the Building and/or the land as a result of the default
of the Landlord and/or its successors, heirs, or assigns, so long as the Tenant
is not in default and any such default is not in the process of being cured.
