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OFFICE LEASE

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OFFICE LEASE Powered By Docstoc
					                          [LANDLORD]
                           (“Landlord”)
                              - and -
                            [TENANT]
                            (“Tenant”)
                              - and -
                         [INDEMNIFIER]
                          (“Indemnifier”)




                         OFFICE LEASE


BUILDING:   [building]

PREMISES:   [address]
                                                                 TABLE OF CONTENTS

ARTICLE I - DEFINITIONS.......................................................................................................................................... 1
   1.1        DEFINITIONS ........................................................................................................................................................ 1
ARTICLE II - INTENT OF LEASE ............................................................................................................................... 5
   2.1        NET LEASE............................................................................................................................................................ 5
ARTICLE III - DEMISE................................................................................................................................................... 5
   3.1        DEMISE.................................................................................................................................................................. 5
   3.2        RENTABLE AREA OF PREMISES ........................................................................................................................... 5
   3.3        USE OF ADDITIONAL AREAS .............................................................................................................................. 5
   3.4        CONSTRUCTION OF P REMISES ............................................................................................................................ 5
ARTICLE IV - TERM ....................................................................................................................................................... 5
   4.1        TERM ..................................................................................................................................................................... 5
ARTICLE V - RENTAL ................................................................................................................................................... 5
   5.1        BASIC AND ADDITIONAL RENT .......................................................................................................................... 5
   5.2        PAYMENT BY DIRECTION .................................................................................................................................... 6
   5.3        GENERAL RENT PROVISIONS .............................................................................................................................. 6
   5.4        INTEREST ON OVERDUE ACCOUNTS .................................................................................................................. 6
   5.5        ADDITIONAL RENT DISPUTES ............................................................................................................................ 6
ARTICLE VI - TAXES, UTILITY COSTS AND COSTS OF OPERATION ...................................................... 7
   6.1        TAXES PAYABLE BY LANDLORD ......................................................................................................................... 7
   6.2        TENANT’S S HARE OF TAXES ............................................................................................................................... 7
   6.3        TENANT’S TAXES ................................................................................................................................................. 7
   6.4        TENANT’S RESPONSIBILITY .................................................................................................................................. 7
   6.5        UTILITY COSTS ..................................................................................................................................................... 7
   6.6        PROPORTIONATE SHARE OF COSTS OF OPERATION ......................................................................................... 7
   6.7        PAYMENT OF TAXES, UTILITY COSTS AND COSTS OF OPERATION ................................................................. 8
   6.8        SPECIAL SERVICES................................................................................................................................................ 8
ARTICLE VII - USE OF PREMISES ............................................................................................................................ 8
   7.1        USE OF PREMISES ................................................................................................................................................. 8
   7.2        OBSERVANCE OF LAW ......................................................................................................................................... 8
   7.3        ENERGY CONSERVATION .................................................................................................................................... 8
   7.4        QUIET ENJOYMENT .............................................................................................................................................. 8
ARTICLE VIII - PROJECT – OPERATION, CONTROL AND SERVICES ....................................................... 9
   8.1        CONTROL OF P ROJECT BY LANDLORD ............................................................................................................... 9
   8.2        BUILDING S ERVICES............................................................................................................................................. 9
   8.3        UTILITIES ............................................................................................................................................................ 10
   8.4        LANDLORD’S RIGHT TO ENTER P REMISES....................................................................................................... 10
   8.5        ENTRY NOT FORFEITURE .................................................................................................................................. 10
   8.6        RELOCATION ...................................................................................................................................................... 10
ARTICLE IX - MAINTENANCE, REPAIRS AND ALTERATIONS ................................................................ 10
   9.1        MAINTENANCE AND REPAIRS BY LANDLORD ................................................................................................ 10
   9.2        MAINTENANCE AND REPAIRS BY TENANT ..................................................................................................... 10
   9.3        NOTICE BY TENANT........................................................................................................................................... 11
   9.4        ALTERATIONS BY TENANT ................................................................................................................................ 11
   9.5        TENANT NOT TO OVERLOAD FACILITIES ........................................................................................................ 12
   9.6        TENANT NOT TO OVERLOAD FLOORS ............................................................................................................. 12
   9.7        SURRENDER OF P REMISES ................................................................................................................................. 12
   9.8        REPAIR WHERE TENANT AT FAULT................................................................................................................. 12
   9.9        REMOVAL AND RESTORATION BY TENANT .................................................................................................... 12
ARTICLE X - DAMAGE AND DESTRUCTION ................................................................................................... 13
   10.1           DAMAGE TO PREMISES .................................................................................................................................. 13
   10.2           DAMAGE TO BUILDING ................................................................................................................................. 14
   10.3           RESTORATION OF PREMISES OR BUILDING .................................................................................................. 14
ARTICLE XI - TRANSFER AND SALE.................................................................................................................... 14
   11.1           ASSIGNING OR SUBLETTING BY TENANT..................................................................................................... 14
   11.2           SALE OR ASSIGNMENT BY LANDLORD ........................................................................................................ 16
   11.3           SALE OR DEMOLITION ................................................................................................................................... 16
ARTICLE XII - INSURANCE, RELEASE AND INDEMNITY ............................................................................ 16
   12.1           LANDLORD’S INSURANCE............................................................................................................................. 16
   12.2           TENANT NOT TO J EOPARDISE LANDLORD’S INSURANCE ......................................................................... 16
   12.3           TENANT’S INSURANCE .................................................................................................................................. 17
   12.4           LANDLORD’S RIGHT TO PLACE TENANT’S INSURANCE ............................................................................ 18
   12.5           LANDLORD’S NON-LIABILITY ...................................................................................................................... 18
   12.6           INDEMNIFICATION OF LANDLORD .............................................................................................................. 18
                                                                                      - ii -


ARTICLE XIII - DEFAULT........................................................................................................................................... 19
   13.1          RIGHT TO RE-ENTER ..................................................................................................................................... 19
   13.2          RIGHT TO RE-LET .......................................................................................................................................... 19
   13.3          TERMINATION ................................................................................................................................................ 20
   13.4          ACCELERATED RENT ..................................................................................................................................... 20
   13.5          EXPENSES ........................................................................................................................................................ 20
   13.6          WAIVER OF EXEMPTION FROM DISTRESS .................................................................................................... 20
   13.7          LANDLORD MAY CURE TENANT’S D EFAULT OR P ERFORM TENANT’S COVENANTS ............................. 20
   13.8          ADDITIONAL RENT........................................................................................................................................ 20
   13.9          REMEDIES GENERALLY ................................................................................................................................. 20
   13.10           HOLDING OVER ......................................................................................................................................... 21
   13.11           NO WAIVER ............................................................................................................................................... 21
ARTICLE XIV - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION ............................... 21
   14.1          STATUS S TATEMENT ...................................................................................................................................... 21
   14.2          POSTPONEMENT, SUBORDINATION AND ATTORNMENT .......................................................................... 21
ARTICLE XV - MISCELLANEOUS........................................................................................................................... 21
   15.1          RULES AND REGULATIONS ........................................................................................................................... 21
   15.2          OBLIGATIONS AS COVENANTS ..................................................................................................................... 22
   15.3          DEPOSIT .......................................................................................................................................................... 22
   15.4          AMENDMENTS AND SUPPLEMENTARY LEASE PROVISIONS ...................................................................... 22
   15.5          CERTIFICATES ................................................................................................................................................. 22
   15.6          TIME OF THE ESSENCE ................................................................................................................................... 22
   15.7          SUCCESSORS AND ASSIGNS........................................................................................................................... 22
   15.8          GOVERNING LAW .......................................................................................................................................... 22
   15.9          HEADINGS ...................................................................................................................................................... 22
   15.10         ENTIRE AGREEMENT ..................................................................................................................................... 22
   15.11         SEVERABILITY ................................................................................................................................................. 23
   15.12         EXTENDED MEANINGS .................................................................................................................................. 23
   15.13         INABILITY OF LANDLORD OR TENANT TO PERFORM COVENANTS .......................................................... 23
   15.14         REGISTRATION ............................................................................................................................................... 23
   15.15         JOINT AND S EVERAL LIABILITY .................................................................................................................... 23
   15.16         NAME OF PROJECT ......................................................................................................................................... 23
   15.17         CHANGES IN THE PROJECT ........................................................................................................................... 24
   15.18         NOTICES.......................................................................................................................................................... 24
   15.19         INDEMNITY ..................................................................................................................................................... 24
SCHEDULE “A” DESCRIPTION OF LANDS ....................................................................................................... 25

SCHEDULE “B” OUTLINE PLAN OF PREMISES ............................................................................................... 26

SCHEDULE “C” STANDARD METHOD OF FLOOR MEASUREMENT..................................................... 27

SCHEDULE “D” RULES AND REGULATIONS .................................................................................................. 28

SCHEDULE “E” SUPPLEMENTARY LEASE PROVISIONS ............................................................................ 30

SCHEDULE “F” INDEMNITY AGREEMENT....................................................................................................... 31
THIS INDENTURE made the day of , 20

BETWEEN:

                                               [LANDLORD]
                                             (the “Landlord”)
                                                                                     OF THE FIRST PART

                                                  - and -

                                                  TENANT
                                              (the “Tenant”)
                                                                                  OF THE SECOND PART

                                                  - and -

                                               INDEMNIFIER
                                            (the “Indemnifier”)
                                                                                    OF THE THIRD PART


                                         ARTICLE I - DEFINITIONS
1.1     Definitions

In this Lease:

(a)     “Additional Rent” means all monies other than Basic Rent payable by Tenant, whether to
        Landlord or otherwise, pursuant to this Lease or any other agreement or obligation between the
        parties in respect of the Premises or the Project.

(b)     “Basic Rent” means the amount set out in Subsection 5.1(a).

(c)     “Building” means all buildings, structures, improvements, facilities and amenities from time to
        time existing on the Lands and which together constitute the [name/designation of
        building/premises].

(d)     “Capital Tax” means the applicable amount (as hereinafter defined) of any tax or taxes imposed
        by any Government Body, including taxes imposed by the Province of [province] and the
        Government of Canada (including Large Corporations Tax), based upon or computed by
        reference to the capital, surplus, reserves or indebtedness of the Landlord or other owners of the
        Project or other similar criteria as determined for the purpose of such tax or taxes, or any similar
        tax, rate, duty, levy, fee, charge or assessment levied, imposed or assessed in the future in lieu
        thereof or in addition thereto by any Government Body, and for the purpose of this clause the
        phrase “applicable amount” means an amount reasonably imputed by the Landlord to the Project
        in respect of such taxes, rates, duties, levies, fees, charges or assessments presently or hereafter
        levied, rated, charged or assessed from time to time upon the Landlord or other owners of the
        Project which amount shall be calculated (i) on the basis that the Project was the only
        establishment in the Province of [province] owned by the Landlord or such owners in the year
        and the Landlord or such owners had no establishment other than in the Province of [province],
        and (ii) using the Landlord’s reasonable determination of the amount of capital attributable to the
        Project.

(e)     “Costs of Operation” means the aggregate of all expenses and costs of every kind determined for
        each fiscal period designated by Landlord, without duplication and, except as hereinafter provided,
        on an accrual basis incurred by or on behalf of the Landlord with respect to and for the operation,
        maintenance, repair, replacement, insuring and management of the Project. If the Project is less than
        100% completed or occupied during any period, Costs of Operation shall be calculated so as to
        include such additional costs, as reasonably determined by Landlord, as would have been incurred
        if the Project had been 100% completed and occupied.

        Without in any way limiting the generality of the foregoing, Costs of Operation shall include all
        costs in respect of the following:

        (i)      all remuneration including wages and fringe benefits of employees employed or engaged
                 in the operation, maintenance, repair, replacement, insuring and management of the
                 Project;

        (ii)     cleaning, janitorial services, window cleaning and garbage and waste removal;

        (iii)    policing, supervision, security and traffic control;

        (iv)     landscaping and maintenance of all outside or enclosed areas, including snow and ice
                 removal;

        (v)      heating, ventilating, air-conditioning and humidity control;
                                               -2-


(vi)      operation, maintenance, repairs and replacements in respect of any elevators, escalators
          and transportation vehicles and equipment within the Project;

(vii)     communications, sound, visual, lighting and other systems;

(viii)    signs, including the cost of all repairs, maintenance and rental charges in respect thereof;

(ix)      decoration;

(x)       Utility Costs;

(xi)      maintenance, repairs, improvements and replacements including structural maintenance,
          repairs, improvements and replacements;

(xii)     engineering, accounting, legal and other consulting and professional fees, including
          without limitation those incurred in connection with the preparation of statements,
          calculations and allocations relating to Rentable Areas in the Project and contesting Taxes
          in good faith;

(xiii)    office expenses including telephone, stationery and supplies and the fair rental value of
          space occupied by Landlord for management, supervisory or administrative purposes
          relating to the Project and furnishing and fixtures for this space;

(xiv)     all insurance which Landlord is obliged to obtain and/or which Landlord otherwise
          obtains and the cost of any deductible amounts paid by Landlord in respect of any insured
          risk or claim;

(xv)      goods and services taxes, business transfer taxes, value-added taxes, multi-stage sales taxes,
          sales, use or consumption taxes and any like taxes on property and services provided by or
          on behalf of the Landlord except to the extent recovered by Landlord;

(xvi)     an administration charge in an amount equal to [percentage] percent ([no.]%) of the
          aggregate of all Costs of Operation;

(xvii)    the amount of all capital costs incurred for any of the matters set out in this Subsection
          1.1(e), which may be expensed in the year incurred or, at Landlord’s sole discretion,
          amortized over Landlord’s reasonable estimate of the economic life thereof, which shall not
          in any event exceed ten years, and depreciation for all structures, improvements,
          furnishings, fixtures, equipment, machinery, facilities, systems and property which form
          part of or are installed in or used in connection with the Project and which by their nature
          require periodic or substantial repair or replacement, or which are installed or used
          primarily to reduce the cost or consumption of other items included in Costs of Operation
          (whether or not such costs in respect of the same are, in fact, reduced) and interest on the
          undepreciated cost of all items in respect of which depreciation or amortization is included
          herein at [percentage] percent ([no.]%) per annum in excess of the prime rate of interest
          quoted by Landlord’s bank from time to time;

(xviii)   all costs in the nature of any of the foregoing:

          (A)     incurred by Landlord in consequence of its interest in the Project such as
                  maintaining, cleaning and clearing of ice and snow from municipal sidewalks,
                  adjacent property and the like;

          (B)     contributed, as determined by Landlord acting reasonably and bona fide but in
                  Landlord’s sole discretion, in respect of any shared facilities and services
                  including, without limitation, loading areas and docks, parking ramps,
                  driveways and exterior areas, which will be shared by users of the Project and
                  the users of any other property and all costs to the extent Landlord is required to
                  contribute to the same in respect of the Project or the ownership of the same,
                  whether or not such costs are incurred directly in respect of the Project;

(xix)     Capital Tax, any commercial concentration tax and any business or similar taxes or licence
          fees in respect of the business of the Landlord which pertains to the management,
          operation and maintenance of the Project;

(xx)      costs and expenses (including interest and penalties on deferred payments) incurred by the
          Landlord in contesting, resisting or appealing any Taxes in good faith; and

(xxi)     all other direct and indirect costs and expenses of every kind, to the extent incurred in or
          allocable to the operation, maintenance, repair, replacement, insuring or management of all
          or any part of the Project or any of its appurtenances.

Costs of Operation shall be reduced by the following to the extent otherwise included in Costs of
Operation and to the extent actually received by Landlord:

(xxii)    net proceeds of insurance and damages paid by third parties;
                                                   -3-


      (xxiii)   repairs or replacements to the extent that the cost of the same is recovered by Landlord
                pursuant to original construction warranties;

      (xxiv)    amounts recovered from tenants on account of Special Services; and

      (xxv)     Utility Costs recovered from tenants.

      Costs of Operation shall exclude the following:

      (xxvi)    Taxes, except to the extent otherwise specifically provided in this definition, the intent
                being not to duplicate Tenant’s obligations in respect thereof pursuant to other provisions
                of this Lease; and

      (xxvii) capital costs, depreciation, interest and principal on mortgages and other debt costs, except
              to the extent included as set forth above.

(f)   “Data Request” means a request by the Landlord to the Tenant whereby the Landlord requests
      that the Tenant furnish and provide to the Landlord such information as the Landlord may
      reasonably require with respect to a Transfer Offeror and the transaction contemplated by a
      Transfer Offer which has been furnished to the Landlord, and whereby the Landlord may,
      without limitation, request financial data with respect to the Transfer Offeror and a consent from
      the Transfer Offeror to enable and permit the Landlord to make inquiries and obtain any
      information with respect to the Transfer Offeror from credit and financial agencies and
      institutions.

(g)   “Government Body” means any municipal, provincial, federal or other government, governmental
      agency, authority or body having jurisdiction with respect to or in matters which relate to the
      Project.

(h)   “Insured Damage” means that part of any damage occurring to the Project, including the Premises,
      of which the entire cost of repair (except as to any deductible amount provided for in the applicable
      policy or policies of insurance) is actually recovered by the Landlord under a policy or policies of
      insurance from time to time effected by the Landlord pursuant hereto.

(i)   “Lands” means the lands described in Schedule ”A” hereto as they may be expanded, reduced or
      otherwise altered from time to time.

(j)   “Large Corporations Tax” means the tax imposed upon a corporation under Part I.3 of the Income
      Tax Act (Canada) and any amendments thereto or any successor statutory provisions and any
      similar tax at any time imposed by any Government Body whether known as a large corporations
      tax or by any other name.

(k)   “Lease” means this Lease including all of the Schedules attached hereto.

(l)   “Leasehold Improvements” means, without limitation, all fixtures, improvements, installations,
      alterations and additions from time to time made, erected or installed in or about the Premises, and
      includes all of the following, whether or not any of the same are in fact trade fixtures: doors,
      partitions and hardware; mechanical, electrical and utility installations; stairwells; floor and
      window coverings and hardware; heating, ventilating, air-conditioning and humidity control
      equipment; lighting fixtures; built-in furniture, furnishings and counters and anything else in any
      way connected to the Premises or to any utility services located therein.

(m)   “Normal Business Hours” means the hours from 8:00 a.m. to 6:00 p.m. Monday to Friday, inclusive,
      of each week, holidays excepted, or such other hours as Landlord, in its discretion, determines.

(n)   “Premises” means the premises in the Building leased to the Tenant approximately [no.] square feet
      of rentable area on the [floor] pursuant to Section 3.1 hereof, the approximate location of which is
      shown outlined in red on Schedule “B” hereto. The rentable area includes a proportionate share of
      common areas. The rentable area will be confirmed on final measurement of the Premises.

(o)   “Project” means the Lands and the Building, as they may exist from time to time.

(p)   “Proportionate Share” means the fraction the numerator of which is the Rentable Area of the
      Premises and the denominator of which is the Total Rentable Area.

(q)   “Rent” means Basic Rent and Additional Rent.

(r)   “Rentable Area” of the Premises or any other rentable premises in the Project means the floor area
      expressed in square feet, determined in accordance with the method of measurement set out in
      Schedule “C” hereto and adjusted from time to time to reflect any addition, reduction,
      rearrangement or relocation of space.

(s)   “Rules and Regulations” means those rules and regulations referred to in Section 15.1 hereof.

(t)   “Special Services” means any items, materials or services requested or required by or for a tenant
      (including the Tenant) in addition to those supplied by the Landlord as part of the normal services
      provided to tenants in the Project, and which the Landlord is prepared or at its option elects to
      supply at an additional cost to the tenant in question and includes, without limitation, janitor and
                                                    -4-


       cleaning services in addition to those normally supplied, the provision of labour and supervision in
       connection with deliveries, supervision in connection with the moving of any furniture, freight or
       equipment of any tenant, the making of any repairs or alterations by any tenant, the cost of
       replacing electric light fixtures, ballasts, tubes, starters, lamps and light bulbs, the construction of
       additional Leasehold Improvements, the provision of electrical or elevator service or of heating,
       ventilating and cooling service during hours other than Normal Business Hours and any other
       item, material or service identified in this Lease as a Special Service.

(u)    “Taxes” means all taxes, rates, duties, levies and assessments whatever levied, imposed, assessed,
       charged or rated by any Government Body against, on or in respect of the Project or any part
       thereof or upon Landlord or other owners of the Project in respect thereof or in respect of any
       related rental or other monies receivable by Landlord or such other owners, or from time to time
       levied, imposed, assessed, charged or rated in the future in lieu or in substitution thereof, or for
       which Landlord or such other owners are liable in respect of the Project or any part thereof,
       including, without limitation, those levied, imposed, assessed, charged or rated for business,
       education, schools, local improvements, public works or for any other purpose, but excluding
       Capital Tax, any commercial concentration tax and any business or similar taxes or licence fees in
       respect of the business of the Landlord which pertains to the management, operation and
       maintenance of the Project (and which are included in Costs of Operation) and, except to the extent
       levied, imposed, assessed, charged or rated in lieu or in substitution of any of the foregoing,
       Landlord’s income tax.

       If the formula or method of computation of any component of Taxes has not been applied for the
       whole of any fiscal period in respect of the Project as fully completed, fully assessed and fully
       occupied by tenants having no special exemption with respect to such component, such
       component shall be calculated so as to include such additional amount, as reasonably determined
       by Landlord, as would have formed part of such component if such formula or method of
       computation had been applied for the whole of such fiscal period in respect of the Project as fully
       completed, fully assessed and fully occupied by tenants with no special exemptions. Taxes shall
       be calculated so as to include such additional costs, as reasonably determined by Landlord, as
       would have been incurred if the Project had been 100% completed and occupied.

(v)    “Tenant’s Taxes” means the aggregate of:

       (i)     all taxes imposed which are separately identified by the lawful taxing authority as being
               attributable to the personal property, furnishings, fixtures and Leasehold Improvements
               installed in the Premises; and

       (ii)    all taxes imposed upon the Tenant which are attributable to the business, income or
               occupancy of the Tenant or any other occupant of the Premises, and to the use of any of
               the common areas and facilities within the Project by the Tenant or other occupant of the
               Premises.

(w)    “Term” means the term of this Lease set forth in Article IV and any renewal thereof and any period
       of permitted overholding.

(x)    “Total Rentable Area” means the sum of the Rentable Areas of all rentable premises in the Project
       from time to time, whether rented or not.

(y)    “Transfer” means any assignment of this Lease, any sublease of all or any part of the Premises, any
       transaction whereby the rights of the Tenant under this Lease to the Premises are transferred to
       another, any transaction by which any right of use or occupancy of all or any part of the Premises is
       conferred upon anyone other than the Tenant, any mortgage, charge or encumbrance of this Lease
       or the Premises or any part thereof or any other arrangement or transaction under which either this
       Lease or the Premises becomes security for any indebtedness or other obligations, and includes any
       transaction or occurrence whatsoever which has changed or might change the identity of the person
       or persons having lawful use or occupancy of any part of the Premises.

(z)    “Transferee” means the person, firm, corporation or other entity to whom a Transfer is made.

(aa)   “Transfer Offer” means a bona fide arm’s length written offer received or procured by the Tenant,
       which offer is not inconsistent with this Lease and the acceptance of which would not breach any
       provision of this Lease and which the Tenant has accepted subject to compliance with Section 11.1.

(bb)   “Transfer Offeror” means the offeror named in a Transfer Offer.

(cc)   “Transfer Request” means a request in writing by Tenant for the Landlord’s consent to a proposed
       Transfer.

(dd)   “Utility Costs” means the total costs of supplying utilities to the Project including, without
       limitation, hot and cold water, gas, electricity, steam, sewer charges and any other utilities or
       forms of energy.
                                                   -5-


                                ARTICLE II - INTENT OF LEASE
2.1     Net Lease

The Basic Rent payable under this Lease is intended to be an absolutely net return to the Landlord. Except
as expressly herein set out to the contrary, the Landlord is not responsible for any expenses or outlays of
any nature arising from or relating to the Premises or the use or occupancy thereof or the contents thereof
or the business carried on therein. The Tenant shall pay all charges, impositions and outlays of every
nature and kind relating to the Premises except as expressly herein set out to the contrary.

                                      ARTICLE III - DEMISE
3.1     Demise

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of
Tenant to be paid, observed and performed, Landlord hereby demises and leases the Premises, suite
number [suite no.] on the [floor] of the Building, to Tenant for use and occupation as executive,
administrative and general offices carrying on business under the name and style of [name of business]
and other related activities in which Tenant may engage so long as same are consistent with the dignity
and character of the Project and not inconsistent with, or contrary to, any of the covenants, agreements or
provisions contained in this Lease, and for no other purpose.

3.2     Rentable Area of Premises

Landlord and Tenant acknowledge that the Rentable Area of the Premises for purposes, inter alia, of
calculating Basic Rent and Proportionate Share is approximately [no.] square feet. Landlord may from time
to time re-measure the Rentable Area of the Premises or re-calculate the Rentable Area of the Premises and
may re-adjust the Basic Rent or the amount of Additional Rent accordingly. The effective date of any such
re-adjustment shall be:

(a)     in the case of an adjustment to the Rentable Area resulting from a change in the aggregate
        Rentable Area of all rentable premises on the floor on which the Premises are situate, the date on
        which such change occurred; and

(b)     in the case of a correction of any measurement or calculation error, the first date as of which such
        error was introduced in the calculation of Basic Rent or Additional Rent.

3.3     Use of Additional Areas

The use and occupation by the Tenant of the Premises includes for the purposes of carrying on its
business the non-exclusive right of the Tenant, the Tenant’s employees, agents, invitees, suppliers and
persons having business with the Tenant (subject in each case to the Rules and Regulations), in common
with the Landlord, its other tenants, sub-tenants and all others entitled or permitted to use the same, to
use during Normal Business Hours those common areas and facilities of or for the Project which serve or
benefit the Project including, without limitation, roadways, landscaped areas, sidewalks, public entrance
doors, halls, public lobbies, washrooms, stairways, passageways, elevators, service ramps and common
loading and receiving facilities, and which are designated from time to time by the Landlord for the
common use or enjoyment of the tenants of the Project and their agents, invitees, servants, employees and
licensees, but excluding any paid parking facilities, rentable premises in the Project and any other
portions of the Project which are from time to time designated by the Landlord for private use by one or a
limited group of tenants.

3.4     Construction of Premises

The provisions (if any) of any agreement to lease pursuant to which this Lease is entered into relating to
construction of the Premises and delay in availability of the Premises for occupancy by the Tenant shall
remain in effect and shall not merge upon the execution of this Lease, provided that the Tenant shall abide
by the provisions of Article IX hereof in respect of the construction of Leasehold Improvements and
installation of fixtures in the Premises whether prior to or following the commencement of the Term.

                                        ARTICLE IV - TERM
4.1     Term

TO HAVE AND TO HOLD the Premises for and during the Term of [no. of years] years commencing on
[commencement date] and ending on [expiry date].

                                       ARTICLE V - RENTAL
5.1     Basic and Additional Rent

Tenant agrees to pay to Landlord during each year of the Term, as set out below, the aggregate of:

(a)     during the period from [date] to [date], a fixed minimum annual rent of $[no.] of lawful money of
        Canada (based on a net annual rental rate of $[no.] per square foot of Rentable Area of the
        Premises) payable at par in [city] in equal monthly instalments of $[no.] each without demand in
        advance on the 1st day of each month during the period, the first of such payments, unless
        already made, to be paid on [date];
                                                    -6-



        during the period from [date] to [date], a fixed minimum annual rent of $[no.] of lawful money of
        Canada (based on a net annual rental rate of $[no.] per square foot of Rentable Area of the
        Premises) payable at par in [city] in equal monthly instalments of $[no.] each without demand in
        advance on the 1st day of each month during the period, the first of such payments, unless
        already made, to be paid on [date];

        during the period from [date] to [date], a fixed minimum annual rent of $[no.] of lawful money of
        Canada (based on a net annual rental rate of $[no.] per square foot of Rentable Area of the
        Premises) payable at par in [city] in equal monthly instalments of $[no.] each without demand in
        advance on the 1st day of each month during the period, the first of such payments, unless
        already made, to be paid on [date];

        during the period from [date] to [date], a fixed minimum annual rent of $[no.] of lawful money of
        Canada (based on a net annual rental rate of $[no.] per square foot of Rentable Area of the
        Premises) payable at par in [city] in equal monthly instalments of $[no.] each without demand in
        advance on the 1st day of each month during the period, the first of such payments, unless
        already made, to be paid on [date];

(b)     Additional Rent as and when the same shall be due and payable pursuant to this Lease or any
        other agreement or obligation relating to the Premises or the Project between Landlord and
        Tenant, including, without limitation, the following:

        (i)     Proportionate Share of Costs of Operation;

        (ii)    Tenant’s share of Taxes;

        (iii)   Tenant’s Taxes;

        (iv)    Utility Costs in respect of the Premises; and

        (v)     amounts payable by the Tenant for Special Services provided to the Tenant.

5.2     Payment by Direction

Landlord may direct, at its option, that Tenant pay any amounts payable to Landlord pursuant to Section
5.1 by way of pre-authorized bank debit and/or to any other party specified by Landlord.

5.3     General Rent Provisions

(a)     If Tenant defaults in payment of any Rent (whether to Landlord or otherwise) as and when the
        same is due and payable, Landlord shall have the same rights and remedies against Tenant
        (including rights of distress) upon such default as if such sum or sums were Basic Rent in arrears.

(b)     All Rent shall be paid in accordance with this Lease without any deduction, abatement or set-off
        whatsoever save as expressly provided in clause 10.1(i)(D) and Section 11.1(d) hereof.

(c)     Landlord may, at its option, from time to time apply or allocate or re-apply or re-allocate any sums
        received from or payable by Tenant to Landlord on account of any amounts payable by Tenant
        hereunder in such manner as Landlord determines in its sole and absolute discretion, without
        regard to and notwithstanding any instructions given by or allocations in respect of such amounts
        made by Tenant.

(d)     Landlord will not be bound or prejudiced by any endorsement, note, direction or statement
        accompanying any payment made to Landlord by Tenant notwithstanding that Landlord retains
        any such payment and such retention shall be without prejudice to any of Landlord’s other rights
        under this Lease or at law, whether or not Landlord notifies Tenant of any disagreement with or
        non-acceptance of any amount paid or any endorsement, direction, note, instruction or statement
        received.

(e)     If the commencement date of the Term is not the first day of a calendar month, then the Basic Rent
        for the first and last months of the Term shall be appropriately adjusted, on a per diem basis, based
        upon a period of 365 days, and the Tenant shall pay upon the commencement date of the Term the
        portion of the Basic Rent so adjusted from the commencement date to the end of the month in
        which the commencement date occurs.

5.4     Interest on Overdue Accounts

If Tenant shall fail to pay any Rent from time to time payable by it to Landlord hereunder promptly when
due, Landlord shall be entitled to interest thereon at a rate of [percentage] percent ([no.]%) per annum in
excess of the prime rate of interest quoted by Landlord’s bank from time to time from the date upon
which same was due until actual receipt of payment thereof.




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