RE: 2. CADILLAC FAIR VIEW by xld14276

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									                                                 CADILLAC
                                                 FAIRVIEW



      March 28, 2002

      Mr. RobertBeatty, A VP Building Access
      Telus CommunicationsInc.
      6th Floor, 100 SheppardAvenue East
      Toronto, Ontario
      M2N 6N5

      Dear Mr. Beatty:

             Telecommunications    License A~reements -Cadillac         Fairview Portfolio Properties

      This letter sets out the terms and conditions under which The Cadillac Fairview Corporation
      Limited ("CF") as agent for, and on behalf of the owners of those properties listed on Schedule
      "A" of this letter that are identified with the letter x in the column "Roll-out Schedule 2002-
      200j" (the "Buildings") will enter into telecommunications license access agreements ("TLA's")
      with Telus Communications Inc. ("Telus"). Each owner of a CF Property will be a "Licensor"
      and Telus will be the "Licensee" in the TLA's. This letter is intended to be a binding agreement
      subject only to the conditions set out in Part J Conditions below.

      Each TLA will be based on the form (the "Standard Form") attached to this Agreement as
      Schedule "B" subject to those alterations required to make it consistent with this Agreement and
      to those additional changes which may be agreed to by the parties negotiating in good faith.

      Part A -Grant

      !:Ql- Each TLA will provide Telus with access, on a non-exclusive basis, from the property line
      of the lands on which the Building is situated through an entrance duct of the Building to a POP
      Room and, from the POP Room through the Communication Pathways (subject to certain
      limitations) of the Building for connection to tenants and occupants of the Building.

      Part B -Clean Up and Configuration Issues

      2.01 -For each Building identified with an x under the heading ILEC on Schedule "A" (those
      BUildings being referred to in this Agreement as "ILEC Buildings") CF and Telus will conduct
      an inspection and prepare a report (a "Clean Up Report") acting on a co-operative basis, to
      identify the following:

      1.     surplus or obsolete and unused cable and other equipment installed by Telus or its
                         in
             predecessors the ILEC Building;

      2.      labeling requirementsin connectionwith existing cabling and equipment;


                                   The Cadillac Pairview CorporationLimited
                                    20 QueenStreet
                                                 West,
                                                     Toronto,
                                                            Ontario M5H 3R4
                                                                                                   ~
                                      Telephone           Fax
                                               416-598-8200 416-598-8607
                                             www.cadillacfairview.com
RE:
3.     items of equipmentthat shouldbe relocatedor reconfigured.

     -Both parties will make commercially reasonable efforts to obtain completion of the Clean
?::.Q?:
Up Report for each of the ILEC Buildings no later than ninety (90) days after the date of this
Agreement. This Agreement as it relates to a particular ILEC Building, in each case, will be
conditional for the period stipulated in Part J Conditions upon the parties agreeing on that part of
the work specified in the Clean Up Report which is to be performed by Telus at its expense, or
which is to be paid for by Telus. It is agreed, however, that Telus will be responsible for at least
$15,000.00 of the cost of performance of the work for each ILEC Building with a gross leasable
area ("GLA") greater than 100,000 square feet, or at least $12,000.00 if the GLA is less than
 100,000 square feet.

Part C -Buildin~   Access Fees and Additional Fees

l.:.Q.!-Each TLA will provide for Telus to pay Building "Access Fees" for the Building.      These
would be payable in accordance with the following:

       For CLEC locations -1.5 cents per square foot per annwn based on the GLA of the
       Building, for the first year of the tenn, and 3 cents per square foot for the remainder of
       the initial tenn subject to a minimwn of$1,500.00 per annwn per Building for Buildings
       with a GLA less than 75,000 square feet, or $3,500.00 per annwn for Buildings with a
       GLA larger than 75,000 square feet.

        For ILEC locations -2 cents per square foot per annum based on the GLA of the Building
        subject to a minimum of $1,500.00 per annum per Building with a GLA less than 75,000
        square feet or $3,500.00 per annum for Buildings with a GLA larger than 75,000 square
        feet.

3.02 -The Access Fees will be fully net to the Licensor. In addition to the Building Access Fees,
TelUs would agree to pay all out-of-pocket expenses incurred by the Licensor, without
duplication, related to the TLA and the use of the Building by Telus as contemplated in the TLA.
These expenses would include any incremental real property taxes associated with the TLA and
would include also an administration fee of 15% of the actual out-of-pocket expenses incurred by
the Licensor. In certain situations, where the Licensor incurs costs due to Telus' failure to
perform obligations, the administration fee would be 25% of the cost.

~    -The Access Fees payable during renewal periods will be based on market and will be
determinedby arbitration if the partiesare unableto agreeon market but in any casewill not be
lessthan the feespayableduring the precedingterm.

 19..1-Access Fees will be payable in quarterly installments in advance
Part D -Term

4.01 -The initial term of each TLA would commence on satisfaction or waiver (in the case of
thos"ethat can be waived) of the conditions stipulated in Part J Conditions (the "Condition") and
would expire (regardless of the commencement date) on March 31 st, 2007.

4.02 -Access Fees for eachof the ILEC Buildings will begin to be payableas of July 1st, 2002
~dless    of whetherthe Conditionsin respectof eachparticular Building have beensatisfied or
waived. If the Conditions are not satisfied or waived then, AccessFees for the particular ILEC
Building paid by Telus will be reimbursedto Telus ten (10) days after the expiry of the last of
applicable Condition periods for ILEC Building.

4.03.-The tenn of each TLA would be'subject to an extension right for one (1) additional tenn of
five (5) years.

Part E -Installation and Maintenance of Equipment

~    -Telus will obtain all required permits and approvals, at its cost, prior to installing any
equipment and prior to making any changes, additions, improvements or alterations to
equipment. All equipmentthat Telus intendsto install, improve or alter, will be subjectto the
prior approval of the Licensor and must be installed, improved or altered in accordancewith
plans and specificationsapprovedby the Licensor. The work may be subjectto supervisionby
the Licensor at the costof Telus.

Part F -POP Room -Additional       Entrance Conduits

      -The POP Room in each Building would have an area of approximately 70 to 100 square
§::.Q.!
feet of space (but where Telus is the ILEC in the Building it may require more space) and would
be in a location as agreed to by the parties. Additional space that may be required (if available to
Telus) would be subject to an additional charge of $40.00 per square foot per annum for each
square foot in excess of 100 square feet (or 150 square feet where Telus is the ILEC). The
Building Access Fee for each Building would entitle Telus to have an entrance cable through one
existing entrance duct to the POP Room.

6.02 -If an additional entrance conduit is required then Telus would be required to pay an
additional fee of $5,000.00 (assuming that the additional entrance conduit is available). The
additional entrance conduit fee would be payable on a one time only basis.

Part G -Cable

7.01 -Decision 99-10 of the CRTC gives building owners a choice with respect to assuming
resp.onsibility and control over in-building wire. CRTC decision 2001-572 provides that
telecommunications service providers must retain responsibility and control of their in-building
wire pending a final determination ofPN 2000-124.




                                                                                          .--J:!>
The TLA in eachcasewill provide that the Licensormay acquirein-building wire in accordance
with CRTC guidelines, or in the caseof previously installed in-building wire, as may otherwise
be mutually agreedupon. In the meantime,Telus will continue to have the right to utilize its
existing in-building wire without paymentof any userfees during the term and any extensionof
                                                                               and
the term. However, Telus will be requiredto pay a shareof the management operationcosts
and expenses                                 of
               associatedwith management cable and risers in eachBuilding on a reasonable
basis and, if a riser management   function is provided in respectof the risers in the Building, to
pay the reasonable  costsof the risermanager.

Part H -CDS

!Q! -The Licensor may, in each case, undertake to provide or install a central distribution
 system (a "CDS") to satisfy the collective requirements of the telecommunication service
providers and the tenants of the Building. If the Licensor notifies Telus that it wishes to establish
a CDS for a Building then, the Licensor and the Licensee will negotiate in good faith in order to
settle upon terms and conditions for use by Telus of the CDS having regard to all relevant
matters, including but not limited to, usage fees, shares of operating costs in relation to the CDS,
service levels, and risk management. If, despite such negotiations, the parties are unable to enter
into the required agreement, and if the Licensor does in fact install a CDS in the building, then,
 from and after the date of installation Telus will pay to the Licensor throughout the term and any
renewal period, the monthly sum of $1,000.00. This obligation to make monthly payments,
however, only applies while all telecommunications carriers that have established POP Rooms in
the Building either use and pay usage fees in respect of the CDS or, are required to pay the same
amounts per month as Telus is required to pay as specified above, so long as they do not use the
CDS and pay CDS usage fees. For this purpose, providers of wireless services, wireless service
 enhancement facilities, redundant service providers, and providers that do not provide
 telecommunication services but rather only dark fibre or similar services will not be considered
as carriers and therefore, their failure to utilize the CDS or to pay CDS usage fees will not have
 any bearing on Telus' obligations set out above. In addition, where Telus is not the ILEC, the
failure of the ILEC to pay CDS usage fees or, the $1,000.00 per month amount specified above,
will not have any bearing on Telus' obligations to make the last mentioned payments.

Part I -Insurance and Risk Mana2ement

9.01 -The provisions pertaining to insurance and risk management will be consistent with those
setout in the form of agreement attached as Schedule "B".

Part J -Conditions

10.01 -This Agreement, as it applies to each particular Building, is conditional upon the
following conditions:

(a)     finalization of the StandardForm within thirty (30) days afterthe dateof this Agreement;

(b)     ratification of the TLA as it applies to the Building by the owners of the Building within
        fifteen (15) days after its execution; and
(c)    for each ILEC Building, obtaining agreementin writing by the Licensor and Telus
       concerning(i) the work to be completedin accordance with the Clean Up Report and (ii)
       any costs in excess of $15,000.00to be payable by Telus in respect of that work in
       Buildings with a GLA greater than 100,000squarefeet, or $12,000.00in Buildings with a
       GLA lessthan 100,000squarefeet.

10.02 -Each of the Conditions will be considered not to have been satisfied or waived unless
written notice confirming satisfaction or waiver is delivered to the other party before the expiry
of the applicable Condition period. Condition (c) noted above is inserted solely for the benefit of
the Licensor and may be waived by it unilaterally. The other Conditions may not be waived
unless the waiver is confirmed by both parties.

Part K -Notices

11.01 -All notices contemplated by this Agreement must be in writing. Notices given by so
called "email" or other forms of electronic communication will not be considered to have been
given in writing. Notices to each of the Licensors may be given care of CF at the address noted
above. Notices to Telus will be considered given when delivered to the address set out on the
first page of this Agreement.


THECAD.ILLAC                      CORPORATION LIMITED


                                         National   °1'('l"u111/11,,-
 gtl-1 IJfA
Per: A ~~,(~                           ~
                                         day
                                                       .
Confinned and agreed to as of the ["'lI'ofJ of [AllAy, 2002, (that day being acknowledged to be
the date of this Agreement for all purposes).

TELUS~~~           ~CATIONSINC.
   /
Per: ~
Per:
                                                                "A"
                                                         SCHEDULE




                                                   Telus Communications
                                                                                                    Roll-out schedule
                 Property                               Address                 GLA          ILEC   2002            2003
           t{egion
144 Capital                             10044-108 Street, Edmonton              376,081       x.       x
1~1'~Pte~C~ vvv"",                      ~e2e~ desper.A;;eA~e, esmeRteR          ~ 8~, 47e     ~.       x
ICan Oxy                                635 -8th Avenue South West, Calgary     273,331       x        x
It:ncor  Place                          645 -7th Avenue South West, Calgary     361,665       x         x
  Market Mall                           4935 -40th Avenue, Calgary               31,034       x         x
  Cornwall Centre                       1778 Scarth Street, Regina               14,945       x         x
IMidtown Plaza                          201 -1st Avenue South, Saskatoon         95,474       x         x
IPender Place                           700 West Pender, Vancouver              148,017       x         x
IPender Place                           750 West Pender, Vancouver              146,015       x         x
IPacific Centre                         777 Dunsmuir, Vancouver                 265,000       x         x
I Pacific Centre                        701 West Georgia Street, Vancouver      216,000       x         x       v-
  Pacific Centre                        700 West Georgia Street, Vancouver      471,000       x         x
IPacific Centre Cannacord       Tower   609 Granville Street, Vancouver         285,000       x         x
                                                                                                                -
 IGranville Square                      200 Granville St., Vancouver            399,714       x         x
 ~The Station                           601 West Cordova Street, Vancouver       92,876       x         x       ".
 \waterfront                             200 Burrard St., Vancouver             395,087       x         x

 Eastern Region
ISir Richard Scott Building             191 Laurier, Ottawa                     207,808                         ,     x
                                                    ,                                                           ~
                     Building           77 -Metcalfe,   Ottawa                   132,063                              x


 Limeridge Offices                      999 Upper Wentworth Street, Hamilton      55,500

  GTARegion
  Concorde Place                        1 & 3 Concorde Gate, Toronto            338,511                               x
                                        12 Concorde Place, Toronto               202,073                              x
  Toronto Eaton Centre                  1 Dundas Street West, Toronto            449,133                   x
 ITEC Galleria Offices                  250 Yonge St, Toronto                    715,198                   x
  Toronto Eaton Centre CF Tower         20 Queen Street W, Toronto               675,978                   x
 IGalleria Offices                      220 Yonge Street, Toronto                  53,365                  x
 ITO Centre CP Tower                     100 Wellington Street West, Toronto     514,346                   x

 I
 ITO Centre, Ernst & Young Tower
   TO Centre, TO Bank Tower
   TO Centre, Royal Trust Tower
                                        222 Bay St., Toronto
                                        66 Wellington St W., Toronto
                                        77 King St West, Toronto
                                                                                 482,558
                                                                               1,355,025
                                                                                 975,012
                                                                                                           x
                                                                                                           x
                                                                                                           x
   TO Centre, Maritime Life Tower       79 Wellington Street West, Toronto       658,014                   x
 ITO Centre                              95 Wellington Street West, Toronto       328,228                  x
  ISimcoe Place                         200 Front Street W, Toronto               807,703                  x
                                        4100,4110 & 4120 Yonge Street, Toronto    655,790                  x
                                         49 The Donway West, Toronto               64,889                              x
                                         60 Bloor Street West, Toronto            255,815                   x
                                         77 Bloor Street West, Toronto            370,528                   x
                                         101 Bloor Street West, Toronto           143,349                   x
                                         1090 Don Mills Road, Toronto               95,454                                x

                                                                               13,724,027             I"'--'
t:

                                          ACKNOWLEDGMENT

     This Acknowledgment is dated May 16th, 2002 and is binding upon the Cadillac Fairview
     CorporationLimited ("CF") as agentfor and on behalf of the Ownersof the Buildings referredto
     in the Letter AgreementdatedApril3rd, 2002 (the "Letter Agreement")of the first part, and Telus
     Communications    Inc. ("Telus") of the secondpart.

                                                                    a
     The Letter Agreementcontainedin Part J, at Section10.01(a), condition that the StandardForm
     be finalized within thirty (30) days after April3rd, 2002 and, Section 10.02provided that eachof
     the Conditions would be considerednot to have been satisfied or waived unless written notice
     confirming satisfactionor waiverwasdeliveredto the otherparty beforethe expiry of the applicable
     condition period.

     CF and Telus wish to confirm that the Standard Form has beenfinalized and that despite the failure
     of both of them to give notice of satisfaction of that condition, both ofCFand Telus wish to confirm
     that the Letter Agreement is binding to the same extent as it would have beenhad the Standard Form
     been finalized and notice of finalization been given within the required thirty (30) day period.

     Therefore, CF and Telus hereby mutually confirm and agree that the document attached to this
     Acknowledgment as Schedule" A" is the mutually agreed upon, finalized, Standard Form and, the
     condition set out in Section 10.01( a) of the Letter Agreement is deemedto have been satisfied within
     the required thirty (30) day period.

     EachofCF and Telus haveinitialed Schedule"A" for identificationpurposes.

     Confirmed as of this 16th dayof May, 2002.

     THE CADILLAC FAIRVIEW CORPORATION LIMITED
     on behalf of the Owner(s)

     Per:

     Per:

     I/we have authorityto bind the corporation.

     Confirmed as of this 17thday of May, 2002.




     I/we have authorityto bind the corporation.
               SCHEDULE      II A"



 TELECOMMUNICATIONS       LICENSE AGREEMENT

      (CONVENTIONAL SINGLE BillLDING)

               BETWEEN:
THE CADILLAC FAIRVIEW CORPORATION LIMITED
            on behalf of the Owner(s)

                (the "Licensor")

                    -and -


        TELUS COMMUNICATIONS INC.

                (the "Licensee")
                                               INDEX
Section                                                                                         PageNo.

1. Definitions
Information Page                                                                                             22.

    Grant                                                                                                     5
3. Fees                   ,                                                                                   8
4. Term -Option to Renew                                                                                      9
5. Use                                                                                                        9
6. Electric Utilities and Operating Costs                                                                    10
7. Construction                                                                                              11
8. Licensee's Covenants                                                                                      13
9. Access                      ,                                                                             15
10. Insurance ,                                                                                              16
11. Release                                 '...".'.."'."    '.."'.'...'.'."""           '                   17
12. Indemnification                       ,                                                                  18
13. ExpandedMeaning of Licensor-Agency and Trust                                                             18
14. Liens                                                                                                    18
                of
15. Establishment Central Distribution System("CDS")                            19
                           Encumbering,Sharingof Spaceand Equipmentby Licensee..20
16. Assignment,Sublicensing,
17.   Hazardous Materials                                   '..'..'.'                '       ".'.'.""'..'.   21
18.   Events of Default -Termination Remedies                                                                21
19.   Restoration Obligations                                                                                22
20.   Licensor's Alterations                                                                                 23
21.   Notices                                                                                                23
22.   No Implied Waiver                                                                                      23
23. Subordination                                                                                            23
24. Licensee'sEquipmentto RemainPersonalProperty                                                             23
25.   Severability                                                                                           24
26.   Governing Law                                                                                          24
27.   Survival of Provisions                                                                                 24
28.   License Only                                                                                           24
             in
29. Successors Licensor's InterestlLimitationof Liability                                                    24
30.   Specific Licensor's Termination Rights                                                                 25
31.   Application of Funds                                                                                   25
32.   Estoppel Certificates                                                      ,                           25
33.   Unauthorized Continued Use                                                                             26
                       -Marketing and MerchandisingWithin the Building
34. Public Announcements                                                                                     26
35.   Licensor's Authority                                                                                   26
36.   Several Obligations -Non-Recourse                                                                      26
37.   Entire Agreement                                                                                       26
38.   Change of Law                                                                                          26
39.   Arbitration Proceedings                                                                                27
40.   Force Majeure                                                                                          27
41.   Headings                                                                                               28
SCHEDULES

SCHEDULE" A"   -LEGAL DESCRIPTION OF THE BUILDING
SCHEDULE "B"   -EXCLUSIVE USE AREA PLAN
SCHEDULE "C"   -COMMUNICATIONS EQUIPMENT DETAILED DESCRIPTION
SCHEDULE "D"   -CONNECTING EQUIPMENT PLANS AND DESCRIPTION
SCHEDULE "E"   -DESIGNATED PARTS OF BUILDING COMMUNICATIONS SPACES
                                                                                        Page IP

                                   INFORMATION PAGE

This page sets out information which is referred to                and forms part of          the
TELECOMMUNICAnONS              LICENSE AGREEMENT made as of the -day                          of
              ,2°-    betweenTHE CADILLAC FAIR VIEW CORPORAnON LIMITED as
agentfor the Owner(s)as Licensorand TELUS COMMUNICATIONS INC. as Licensee. The
information is asfollows:


Building: the office building municipally known as                            in the City of
                , and the Province of                             and having a Gross Leasable
Area of           squarefeet.

Floor Area of Exclusive Use Area

           Date: the -day
Commencement                        of         , 2°-

LicenseFee: (a) the annual sumof                      dollars for the first twelve (12) months of
the Term basedon one and one-half (1.5) centsper squarefoot of the GrossLeasableArea of the
Building; (b) the annual sumof                       dollars for the remainderof the Term based
on three (3) centsper squarefoot of the GrossLeasableArea of the Building (subjectin the case
of (a) and (b) aboveto a minimum of                               dollars), and (c) the annual sum
of                    dollars basedon forty dollars ($40.00) for eachsquarefoot of floor area of
the Exclusive Use Area, in excess of                  squarefeet.

Notices:   Licensor                                        Licensee
           c/o The Cadillac Fairview Corporation Limited    6thfloor, 100 Sheppard Avenue E
           20 Queen Street West                            Toronto, ON M2N 6N5
           5thFloor, Toronto, ON M5H 3R4                   Fax: 4162230235
           Attention: Vice PresidentNational Operations


Prime RateReferenceBank: The Toronto Dominion Bank.

RenewalTerm(s): one period of Five (5) years.

                                            Date, and ending on the 31st day of March,
Term: The period starting on the Commencement
2007.

Additional EntranceConduit Fee: $
                                                                                                        Page2
        ;




                                 TELECOMMUNICATIONS               LICENSE AGREEMENT
                                             (Conventional Single Building)

            This License Agreementmadeas of this                   dayof

            BETWEEN:


                                                                                   (hereinafterthe "Licensor")

                                                          -and-




                                            TELUS COMMUNICATIONS INC.

                                                                                  (hereinafterthe "Licensee").

            RECITALS:

            A.            The Licensoris the ownerof the freehold or the leaseholdtitle of the Building and
                                    of
            the tenantsand occupants the Building require telecommunication   services.

            B.                                             to
                          The Licenseewishesto gain access the Landsand Building for the sole purpose
            of installing, maintaining, repairing, replacing and operating equipment to provide
            telecommunication                                   of
                              servicesto the tenantsand occupants the Building.

                              The Licensoragreesto grantthe Licenseethis licenseon the terms and conditions
            set out herein.



                           NOW THEREFORE, in consideration of the mutual covenants herein expressed
            and for other good and valuable consideration, the receipt and sufficiency of which are hereby
            acknowledged, the Licensee and the Licensor agree as follows:


            1.                Definitions

                              In this Agreement the capitalized terms appearing herein shall mean the
            following:


                                           C\A                    Single Building-MayI6.doc
            I ISERVERlwpVEDDICllENTSICADILLA GMTSITelus-Conventional



.
C.
.,20.
                                                                                              Page3
~

                "Affiliate": a companythat is affiliated with anotherwithin the meaning of the
    CanadaBusinessCorporations  Act.
                                             its                    and
                   "Agreement":this agreement, Exhibits and Schedules Information Page.

                                                 of
                 "Broadcasting": any transmission programs,whetheror not encrypted,by radio
                                             for
    waves or othermeansof telecommunication receptionby the public by meansof any device.

                   "Building": the building situated on the Lands; municipally described on the
    InforDlationPage,and containingthe numberof squarefeet of GrossLeasableArea indicated on
    the InforDlationPage.

                   "BusinessDay": a day that is not Saturday,Sunday,or a statutoryholiday.

                   "Cable": fibre optic, coaxial, coppercablesand wires.

                  "CDS": a central telecommunicationdistribution system acquired, developed,
    establishedor managedfor the use by providers or usersof telecommunicationservicesand other
    communicationserviceswithin the Building.

                              Date": the date stated as the CommencementDate on the
                  "Commencement
    Infonnation Page.

                 "CommunicationsEquipment": cabinets,racks, electronic equipment and other
    equipmentinstalled, or to be installed by the Licensee,in the Exclusive Use Area all as described
    in Schedule"C" and such other equipmentas may be installed by the Licenseeduring the Term
    and RenewalTerm, as approvedby the Licensor in accordance      with Section7.

                   "Communications Spaces": telecommunications pathways and cable pathways
    designated by the Licensor in Schedule "E" for use by the Licensee to provide
    telecommunication services to tenants and occupants of the Building and such other pathways
    used by the Licensee during the Tem1 and Renewal Tem1 as approved by the Licensor in
    accordance with Section 7.

                     "Connecting Equipment": the Cables, fibre guides, fibre entrance cabinets, fibre
    patch panels, conduits, inner ducts and connecting hardware as described in Schedule "D"
    installed, or to be installed by the Licensee, through the Entrance Link, and the Communication
    Spaces,and such other connecting equipment as may be installed by the Licensee in the Building
    during the Term and Renewal Term, as approved by the Licensor in accordance with Section 7,
    that is connected to the Entrance Cable, Main Distribution Frame, Communications Equipment,
    or Cable or that is used to house or carry Cable.

                   "Cross Connection": the connectionof one wire or cable under the management
    and control, or ownershipof one telecommunications   service provider to a wire or cable under
    the management   and control or ownership of another, by anchoring each wire or cable to a
    connectingblock and placing a third wire betweenthe two, or by any othermeans,and any other
    connection of the telecommunicationssystem or any of its components that is under the



    I ISER                            GMl'SITelus-Conventional
          VERlwpVEDDICLlENTSlCADILLACIA                      SingleBuilding-MayI 6. doc
                                                                                             Page4


management,                                               service provider to that of another,
               control or ownershipof one telecommunication
or any of its components.

                                                   and               Commission.
               "CRTC": the CanadianRadio-television Telecommunications

              "Entrance Cable": the Cable to be installed by the Licensee that connectsthe
Licensee's telecommunications network from the property line of the Lands to the
CommunicationsEquipment and to the Main Distribution Frame and includes the tie Cables
       the
between CommunicationsEquipmentandthe Main Distribution Frame.

             "EntranceLink": the coresleeve,or other penetrationdesignatedby the Licensor
                                                  as
throughthe Building's foundationwalls or elsewhere indicated in Schedule"D" containingthe
EntranceCable.

               "Equipment Room": the area containing the Main Distribution Frame for the
Building.
                "Event of Default": defined in Section18.

               "Exclusive UseArea": the areashownon Schedule"B" containing the numberof
square feet of area indicated on Schedule"B", housing the CommunicationsEquipment, and
licensedfor the exclusiveuse by the Licensee.

               "Fee": any amountpayableby the Licenseeunderthis Agreement.

              "Gross Leasable Area": the total floor area of the leasable area of the Building
measured in accordance with the standard lease form used for office tenants in the Building as
determined by the Licensor.

                "Hazardous Substance": any substance that is controlled by, regulated, or
restricted under the laws of the Province in which the Building is situated or under the laws of
Canada, including any regulations, guidelines, policy statements and restrictions pertaining to the
protection of the natural environment, quality of air, water and other aspects of the environment
and including but not limited to polychlorinated biphenals, asbestos, and other substances
commonly referred to as pollutants, contaminants or hazardous substances.

                 "In-Building Wire": copper wires, Cable and other facilities which originate in
the Equipment Room and run to the telephone closet on each floor and thereafter to the premises
of the tenant's or occupants in the Building.

                                                    to
                "Infonnation Page":the sheetattached this Agreementas "PageIP",

               "Inside Wire": wires and other facilities which are usually in, or in proximity of,
premisesof the tenants or occupantsof the Building, and which are under those persons' or
entities' responsibilityand control.

                "Lands": the lands legally described in Schedule "A".




I ISERVERlwpVEDDICLIENTSlCADILLA   CIA GMTS\Telus-Conventional Single Building-May J6. doc
                                                                                                Page5



Equipment.

                "License Fee": the annual sums stated as the Licensee Fee on the Information
Page.

                "Main Distribution Frame": the main distribution frame or frames located in the
Building.

                "Owner(s)": the owner or ownersfrom time to time of the Lands.

             "Plansand Specifications":the working drawings,plans, specifications,and other
applicableconstructionor installationplansreferredto in Section7(a).

               "Prime": the rate quoted from time to time as its "Prime Rate" for commercial
loans in the City in Canadawhere the Licensor'sheadoffice is situated,by the bank indicated on
the Information Page,asthe "Prime RateReference   Bank",

              "ReleasedPersons"':the Licensor and Owner(s) and property manager of the
Building and any lenderthat holds securityon the Building, and the.respectiveofficers, directors,
           of
employees, all and any of them.

                "RenewalTerm": the renewalterm as statedin Section4(b).

            "Riser Manager": a person or entity retained by the Licensor to provide
management and supervision services for all or part of the raceways,risers, ducts, conduits,
       communications
sleeves,              pathways(including the Communications    Spaces),roof areasand other
                 relatedfacilities in or servingthe Building.
telecommunications

                "Tenn": the period of time statedasthe Tenn on the Infonnation Page.

2.
                        in orderto provide telecommunication  servicesto tenantsand occupantsin
                        the Building, the Licensor grants to the Licensee for the Term, a non-
                        exclusivelicense:

                        (i)     to install, operate, maintain, repair, improve, replace, and remove,
                                at the Licensee's sole expense and risk, the Entrance Cable,
                                Communications Equipment, Connecting Equipment, and Cable;

                        (ii)    to use the EntranceLink, Main Distribution Frame (to the extent
                                the Licensor is entitled to allow the Licensee to use it), and
                                Communications   Spaces;

                        (iii)   to connectthe EntranceCable to the CommunicationsEquipment
                                and to the Main Distribution Frame (to the extent the Licensor is
                                                              to
                                entitled to allow the Licensee use it); and


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                      (iv)   connectthe Licensee's Equipment to the In-Building Wire and
                             Inside Wire (to the extent the Licensor is entitled to allow the
                                     to         to
                             Licensee connect the In-Building Wire and Inside Wire).

              (b)                                          to
                      The Licenseeshall be provided access the Lands and Buildings in order
                      to exercisethe non-exclusivelicensesas above,twenty four hours per day,
                      threehundredand sixty five days per year subjectto:

                      i)                            securityrequirements;
                             the Licensor'sreasonable

                      ii)                         as
                             the notice requirement provided in Section9(b); and

                      iii)   an eventof ForceMajeure asprovided in Section39.

              (c)     The Licenseeshall use the EquipmentRoom and Exclusive Use Area for
                      the sole purposeof providing telecommunicationservicesto tenants and
                      occupantsin the Building. The Licenseeis expresslyforbidden to serve
                      otherpropertiesfrom the Building.

              (d)     The Licensor may at any time, require the Licensee, to relocate within the
                      Building any or all of the Licensee's Equipment, and the Exclusive Use
                      Area. Upon receipt of not less than one hundred and twenty (120) days
                      advance written notice from the Licensor, (a "Relocation Notice") the
                      Licensee shall relocate the Licensee's Equipment and the Exclusive Use
                      Area. If the Relocation Notice requires the relocation to occur within the
                      first two (2) years after the Commencement Date, the Licensor will be
                      solely responsible for the direct, reasonable, out of pocket expenses of the
                      relocation (the "Relocation Costs"), and if the Relocation Notice does not
                      require the relocation to occur until after that two (2) year period, the
                      Relocation Costs will be shared equally by the Licensor and Licensee
                      unless the relocation is primarily to accommodate another supplier of
                      telecommunication services. In that case, the Licensee will not be
                      required to pay any part of the relocation costs. The Licensor shall permit
                      the Licensee to effect any relocation using a procedure that will ensure
                      that the relocated equipment is operational for service prior to
                      discontinuing service from the previous service location. If a Relocation
                      Notice is delivered, the Licensee, will, within fifteen (15) days after its
                      receipt deliver written notice to the Licensor setting out particulars of its
                      estimate of the Relocation Costs and, the Licensor will be entitled to rely
                      upon that estimate in proceeding with the relocation. The Licensor may at
                       any time within fifteen (15) days after receipt of the Licensee's estimate of
                      the Relocation Costs rescind its Relocation Notice by giving written notice
                      to the Licensee to that effect.

               (e)    The relationshipbetweenthe Licensor and the Licensee is solely that of
                      independent contractors,and nothing in this Agreementshall be construed




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                      to constitute the parties as employer/employee,partners,joint venturers,
                      co-owners,or otherwiseasparticipantsin a joint or commonundertaking.

              (f)     The Licensor makes no warranty or representation that the Equipment
                      Roomt Exclusive Use Are~ the Building Communications Spaces or any
                      part of the Building are suitable for the Licensee's use and accepts no
                      responsibility if they are not suitable. The Licensee is deemed to have
                      satisfied itself in all respects including completing comprehensive site
                      inspections of the Exclusive Use Areat Equipment Roomt the Building
                      Communications Spaces and the Building, respectively t and accepts them
                      ''as is". The Licensor is under no obligation to perform any work or
                      provide any materials to prepare the Equipment Roomt Exclusive Use
                      Areat the Building Communications Spaces or the Building for the
                      Licensee.

                      The Licensor may grant, renew or extend similar licenses to other
                      suppliers of telecommunicationsservices.The License granted by this
                      Agreementis revocableonly in accordance with the expressterms of this
                      Agreement.
                      If the Building is situated in the Provinceof British Columbia or Alberta,
                      then, the Licenseewill contribute an amount (the "Clean-Up Amount")
                      equal to a minimum of Twelve ThousandDollars ($12,000.00) if the
                      GrossLeasableArea of the Building is lessthan One Hundred Thousand
                      (100,000) square feet and Fifteen ThousandDollars ($15,000.00) if the
                      Gross Leasable Area of the Building is greater than or equal to One
                      HundredThousand(100,000)squarefeet,to the costof:

                      (i)     identifying the equipment,wires, Cables,cabinets,racks, and other
                                                                                           in
                              items previously installed by the Licensor or its predecessors the
                              Building (such items being referred to collectively as "Existing
                              Equipment");

                      (ii)    removing any items of Existing Equipment that have become
                                       have beenabandoned, are obsoleteand unused;
                              redundant,                   or

                      (iii)   labelling, mapping and identifying Existing Equipment; and

                      (iv)    relocating, reconfiguring and improving space and operating
                              efficienciesrelatedto Existing Equipment.

                      The Licensorwill determinein its sole discretionthe manner in which the
                      Clean-Up Amount will be allocated among the categoriesnoted above.
                      The Licensee will not be required to expend more than the Clean-Up
                      Amount in respectof the Building unless it agreesotherwise or unless
                      items of Existing Equipmentare requiredto be altered in order to comply
                      with applicable governmental requirements, building code or safety
                      requirements.

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                     All of the work contemplatedby the items referred to above in Section
                     2(h) mustbe completedno laterthan 8 subjectto Section39.

                     The Licensor and the Licenseewill conduct an inspection and prepare a
                     report (the "Clean-UpReport"), acting on a co-operativebasis,to identify
                     the items referred to in clauses(i), (ii), (iii) and (iv) above, and both
                     partieswill make commerciallyreasonable     efforts to obtain completion of
                     the Clean-Up Reportno later than ninety (90) days from the date of this
                     Agreement. This Agreementwill be conditional during the ninety (90)
                     day period mentionedabove uponthe Licensor and the Licenseeagreeing
                     in writing concerning:(i) the work to be completedin accordance   with the
                     Clean-Up Report; (ii) any cost in excessof Twelve Thousand Dollars
                     ($12,000.00)if the Building has a Gross Leasable Area less than One
                     Hundred Thousand (100,000) square feet or Fifteen Thousand Dollars
                     ($15,000.00)if the Building has a Gross LeasableArea of One Hundred
                     Thousand(100,000)or more, to be payable by Licensee in respectof the
                     work provided for in the Clean-UpReport. This condition is applicable
                     only if the Building is situatedin British Columbia or Alberta and, and it
                     maybewaived by notice in writing by the Licensor.

3.            Fees

              (a)     The Licensee shall pay to the Licensor (i) the License Fee, and (ii) the
                      Additional EntranceConduitFee.

              (b)     The Licenseeagreesto pay the License Fee and the Additional Entrance
                      Conduit Fee to the Licensor without any set-off, deduction or abatement
                      whatsoeverand shall do so in the following manner. The Licensee shall
                      pay: (i) the annualLicenseFee to the Licensor, annually in advance. The
                      first paymentwill be paid on the Commencement     Date and thereafteran
                      annual paymentwill be paid on eachanniversaryof the Commencement
                      Date throughoutthe Term, and (iii) the Additional Entrance Conduit Fee
                      in a single lump sum on the Commencement   Date.

              (c)     The Licensee shall also pay to the Licensor the additional fees payable
                      under Section 6 below in respectof operating costs attributable to the
                      Licensee's use and operation of the Licensee's Equipment, Building
                      Communications         and
                                      Spaces EquipmentRoom.

              (d)     Upon executionof this Agreement,Licenseeshall pay Licensor a one-time
                      fee in the amountof One Thousand,Five Hundred Dollars ($1,500.00)to
                      partially reimburse Licensor for the expensesthat may be incurred by
                      Licensor in connectionwith this Agreement,including, but not limited to,
                      consulting,legal and technicalservicefees.




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                     (e)     Interestwill accrueat that rate of interestthat is three percent(3%) greater
                             than Prime on any arrearsof Feespayable by the Licensee, and will be
                             payablewhen paymentof the interestis demanded.

                     (f)     If the Licensee disputes any amount demandedor invoiced under this
                             Agreementit must do so by written notice stating the details and basis of
                             the objection, within three hundred sixty five (365) days after receipt of
                             the demandor invoice, failing which it will be deemedto have accepted
                             the demandor invoice.

     4.              Term -Option to Renew

                     (a)     The Term of this Agreement will commence on the Commencement Date
                             and expire on the date stipulated on the Information Page. However, if the
                             Licensee has not installed the Licensee's Equipment in the Building within
                             one hundred eighty (180) days of the Commencement Date; or if the
                             Licensee has had no customers in the Building for more than one hundred
                             eighty (180) consecutive days following the end of the first one hundred
                             eighty (180) day period mentioned above, either party may terminate this
                             Agreement with respect to the Building on thirty (30) days' notice to the
                             other party and Section 19 will apply.

                     (b)     Provided that the Licensee is not in default of any of its obligations under
                             this Agreement, this Agreement will be automatically be renewed for one
                             (1) period of Five (5) years unless the Licensee gives the Licensor at least
                             one hundred and twenty (120) days written notice prior to the end of the
                             Term of the Licensee's intention not to renew. The Renewal Term will be
                             governed by the same terms and conditions set out herein except for: (i)
                             any further right to renew, (ii) except Sections 2(h) and 3(d), and (iii) the
                             License Fee, which will be the greater of the Licensee Fee payable for the
                             last year of the Term and, an amount that reflects the rate which prevails
                             in the municipality where the Building is situated for comparable
                             buildings in connection with comparable rights of use and access. If there
                             is a dispute concerning that prevailing rate, it will be determined by
                             arbitration in accordance with Section 38.

                     Use

                    The Licenseeshall usethe Building CommunicationsSpaces,     Exclusive Use Area
     and the EquipmentRoom in the Building solely for the purposeof providing telecommunication
     services to the tenants or occupants situated in the Building who subscribe for those
     telecommunication  servicesduring the respectiveterms of their tenancies. The Licenseemust be
     properly certified or licensed by the appropriate governing bodies to provide its
     telecommunication  services. This Agreementprohibits the installation or operationof all forms
     and types of rooftop communicationsequipmentor wirelesscommunicationsequipment,and all
     typesof Broadcastingequipmentand services.




     I ISERVERlwpVEDDICllENrnCADILLACIA   GMTSlTelus-Conventional Single Building-May J6. doc



5.
                                                                                          Page 10



6.            Electric Utilities and OperatingCosts

              (a)    The Licenseeshall install, at its own cost, a separate electrical check meter
                     for the Licensee'sEquipmentin the Exclusive Use Area and the Building
                     and shall be responsibleto the local electric utility for the electrical costs
                     attributable to the Licensee's use and operation of the Licensee's
                     Equipment. Failing any such check meter being installed, the Licensor
                     shall estimate,acting reasonablythe amount of electricity consumed by
                     Licenseewhich amountplus an administrationfee of 15% of the amount
                     shall be paid by the Licenseewhen it is billed. The Licensor shall notify
                     the Licenseein advanceof any planned utility outagesthat may interfere
                     with the Licensee's Equipmentuse but shall not be responsible for any
                     losses,costsor expenses   sufferedas a result of any suchoutagesproviding
                     reasonablenotice of such planned utility outages was provided. The
                                                                         or
                      Licensorhasno obligationto provide emergency "backup" power to the
                     Licensee. Any provision of emergencyor "backup" power shall be the
                      sole responsibilityof the Licensee.

              (b)     The Licensee shall be responsible for all operating expenses and costs
                      relating to the operation of the Building which are attributable to the
                      Licensee's use and operation of the Licensee's Equipment, the Building
                      Communications Spaces and the Exclusive Use Area. Where operating
                      costs and expenses are not metered or otherwise separately measured and
                      attributable to the Licensee, then the Licensee shall reimburse the Licensor
                      for the portion of those costs and expenses that the Licensor, acting
                      reasonably, deems appropriate.

               (c)    If the Licensor determinesthat real property taxes, or other taxes payable
                      in respectof the Building have been increasedas a consequence this  of
                      Agreement, improvements installed by the Licensee in respect of the
                      Building, or any of the fees or other amounts payable by the Licensee
                      under this Agreement, then, the Licensor will be entitled to determine,
                      acting reasonably,the amountof the increase,and the Licensee will pay
                      the increase basedon reasonable  estimatesof the Licensor in advance,and
                       subject to periodic adjustmentwithin a reasonabletime after the final
                      amountsof real property taxes and other taxes applicable to the Building
                      are determined.

               (d)     In the event the Licensee disputes any of the determinations of the
                       Licensor pursuantto Sections6(a), (b) or (c) above, it must do so by
                       submitting such matter to Arbitration in accordance with Section 38,
                       within three hundred and sixty five (365) days after payment of the
                                                              to             the
                       increasefailing which it will be deemed have accepted amountpaid.




 I\SER                         C\A                    SingleBuilding-May16.doc
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                                                                                             Page 12


                       serveas identification), the floor where the Cable originatesand the floor
                       where the Cable tern1inates,and any other inforn1ation as may be
                       periodicallyand reasonably   requiredby the Licensor.

               (e)     The Licensee shall obtain, at its sole cost and expense, prior to
                       constructionand work, any necessarypermits, licenses and approvals,
                       copiesof which will be deliveredto the Licensor prior to commencement
                       of constructionand work. The Licensee's Equipmentshall comply with
                                             including safety,as may be periodically revised by
                       all applicablestandards
                       anygoverningbody with jurisdiction overthe Licensee'soperations.

               (f)     The Licenseeshall not, during constructionor otherwiseblock accessto or
                       in any way obstruct, interfere with or hinder the use of the Building's
                       loadingdocks,halls, stairs,elevators,the sidewalksaroundthe Building or
                       anyentranceways.

               (g)     The Licensee may amend or supplement the Plans and Specifications
                       approved by the Licensor ~ from time to time~ with the written consent of
                       the Licensor~ for the purpose of serving tenants and occupants of the
                       Building. All terms and conditions of this Section 7 shall apply.

               (h)     The Licenseewill be requiredto provide to the Licensor as built drawings
                       preparedby a professionalengineerand in whatever format the Licensor
                       requires,depicting the Licensee'sEquipment,its locations, its method of
                       installation, and any other actual on-site conditions required by the
                       Licensor. Those as-built drawings will be required to be updated and
                       revised from time to time should any changesoccur to the Exclusive Use
                       Area, EquipmentRoom, the Building or the Licensee'sEquipment. The
                       as-built drawings will be provided in eachcaseno later than twenty-one
                       (21) days after the Licensor's written request. Any out of pocket costs
                       incurred by the Licensor in reviewing theseas-built drawings will be paid
                       by the Licenseetogether with an administrationfee of 25% of the actual
                       out of pocket costincurred by the Licensor. Despite what is statedabove,
                       only the "Bay Layout" will be required in respect of Communications
                       Equipmentinstalled in the racks in the Exclusive Use Area and as built
                       drawings in respect of that Communications Equipment will not be
                       required.

                (i)     The Licensee may require additions, improvements, alterations or
                        substitution of the existing Licensee's Equipment, Entrance Cable and
                        Cable during the Term and any Renewal Term in which case additional
                        plans and specificationsfor sameshall be provided to the Licensor for its
                        written approval, suchapproval not to be unduly delayed or unreasonably
                        withheld, in which casethe terms and conditions of this Section 7 shall
                        apply.




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                                                                                                Page 13


                    Licensee'sCovenants

                    (a)     The Licenseeshall, at its sole cost and expense,maintain and repair the
                            Exclusive Use Area and the Licensee's Equipment in proper operating
                            condition and maintainthem in satisfactorycondition as to safety.

                    (b)     The Licenseeshall, at its sole cost and expense,repair any damageto the
                            Building, Building Communications    Spaces  and any other property owned
                            by the Licensor or by any lesseeor licenseeof the Licensor or by any
                            other occupant of the Building where such damage is caused by the
                            Licensee or any of its agents, representatives,   employees, contractors,
                                            or
                            subcontractors, invitees including relocation required by the Licensor.
                            If the Licenseefails to repair or refinish the damage,the Licensor may
                            repair or refinish such damage and the Licensee shall reimburse the
                            Licensorall costsand expenses   incurred in suchrepair or refinishing, plus
                            an administrationfee equalto 25% of thosecosts.

                    (c)     The Licensee shall not interfere with the use and enjoyment of the
                            Building by the Licensor or by lessees, or licensees of the Licensor or
                            tenants or occupants of the Building or other buildings.             If such
                            interference occurs, the Licensor may give the Licensee written notice
                            thereof and the Licensee shall correct same as soon as possible but not
                            more than one (1) Business Day after receipt of notice. If the Licensee
                            fails to correct the conditions after proper notification, the Licensor may
                            take any action the Licensor deems appropriate to correct the conditions,
                            all at the cost of the Licensee, plus an administration fee equal to 25% of
                            those costs.                                             .


                    (d)     The Licensee'sEquipmentshall not disrupt, adverselyaffect, or interfere
                            with other providers of communicationsservices in the Building, the
                            Building's operating,elevator, safety, security, or other systems, or with
                            any tenant's or occupant'srights of enjoyment,including their respective
                            use or operation of communicationsor colriputer devices or with the
                            systems,facilities, and devicessituated in neighbouring properties. The
                            Licenseeshall correct suchinterferenceas soon as possible but not more
                            than one (1) Business Day after receiving written notice of such
                            interference.

                    (e)     The Licenseewill comply with all Building rules, as periodically adopted
                            by the Licensor,and will causeits agents,employees,contractors,invitees
                            andvisitors to do so.

                    (f)     The Licensee will comply with all applicable rules and regulations
                            periodically issued by any and all governing bodies pertaining to the
                            installation, maintenance,operation and repair of the Equipment Room,
                            Licensee's Equipment and In-Building Wire, including the Licensee's
                            provision of services.


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                                       C\A GMTSlTelus-Conventional Single Building-May J doc




8.
                                                                                             Page 14


                       The Licensee will not encumber, charge, grant a security interest in
                       respectoft or otherwise grantrights in favour of third parties in respectof
                       anypart of the In-Building Wire.

                                                      by
                       Exceptasrequired or mandated the CRTC, the Licenseewill not permit
                       any other telecommunicationssupplier or other communication provider
                       to co-locate equipmentin its Exclusive Use Area nor will it permit any
                       third party supplierto Cross Connectto any of the Licensee'sEquipment
                       or to use any part of the Licensee's Equipment for the purpose of
                       providing telecommunication or similar services to customers in the
                       Building.

               (i)     The Licensee will not use any part of the Licensee's Equipment as a
                       network hub facility, switch hotel, switch node, or similar facility that
                       functionsas an integral part of a networkwhere disruptionof the operation
                       or use of the Licensee'sEquipmentor any part of it would have the effect
                       of disrupting serviceto personsoutsideof the Building.

               (j)     The Licenseewill strictly comply with all occupationalhealth and safety
                       legislation, Workers' Compensationlegislation, and other governmental
                       requirementsrelating to performanceof work and adherenceto safety
                       standards~   and will ensure that the Licensor is fully aware of any
                       requirementson its part relatedto work to be performed by Licensee.The
                       Licenseewill be responsiblefor fully informing the Licensor concerning
                       all those matters that are required to be performed by the Licensor in
                       connection with the Licensee'sactivities in order to ensure compliance
                       with governmental requirements and, except where the Licensor
                        specifically directs otherwise,the Licenseewill perform those matters on
                       the Licensor's behalf and will indemnify the Licensor in respectof any
                       failure of the Licenseeto perform its obligations underthis Section.

                (k)     If the Licensor electsto retain a Riser Manager,the Licenseewill, to the
                        extentdirectedby the Licensor (i) recognizethe Riser Manageras the duly
                        authorized representativeof the Licensor, (ii) abide by all policies,
                        directions and decisions of the Riser Manager, (iii) pay directly to the
                        Riser Managerits reasonable   chargesfor servicesprovided directly to the
                        Licensee including but not limited to, the cost of reviewing plans and
                        specifications,inspecting work performed on behalf of the Licensee, and
                        supervisionof work, and (iv) pay a pro-ratedshareof the chargesand fees
                        reasonably paid by the Licensor to the Riser Manager for riser
                        managementservices. In the event the Licensee disputes the amount
                        payableto the Riser Manageror the Licensee'spro-ratedsharethereof, the
                        Licensee shall nevertheless make payment in accordance with the
                        Licensor's determination and must dispute the payment of same by
                         submitting such payment to arbitration in accordancewith Section 38,
                         within 365 days of payment, failing which it will have accepted the
                        Licensor's determination.


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9.             Access

               (a)     The Licensee's authorized representatives may have access to the
                       Equipment Room at all times during normal businesshours, and at other
                       times as agreedby the parties in advance,for the purposesof installing,
                       maintaining, operating, improving and repairing the Licensee's
                       Equipment. The Licensorwill give the Licensee'sauthorized employees
                       or properly authorized contractors, subcontractors,and agents of the
                       Licensee ingress and egress to the Lands, Building and Building
                       CommunicationsSpaces    including non-exclusiveuse of an elevatorduring
                       normal businesshours, and at other times as agreed by the parties in
                       advance. However, only authorized engineers, employees or properly
                       authorized contractors,subcontractors,and agents of the Licensee, other
                       authorizedregulatoryinspectors,or personsunder their direct supervision
                       and control will be permitted to enter the Building Communications
                       Spaces,and only upon the conditions set forth in this Agreement. The
                       Licensee shall be fully responsible for the acts or omissions of its
                       employeesor other authorizedpersonsinvited on its behalf to enter the
                       Building CommunicationSpaces,    EquipmentRoom, or other areas in the
                       Building. Any negligenceor wrongful act in the Building by Licensee's
                       employeesor otherpersonsauthorizedor invited by the Licenseeshall be
                       subjectto the indemnificationprovisionsof this Agreement.

               (b)     Except in the event of an emergency, the Licensee will give at least one
                       (1) Business Day notice to the Licensor of its intent to enter Building
                       Communications Spaces. At the time that notice is given, the Licensee
                       shall inform the Licensor of the names of the persons who will be
                       accessing the Building Communications Spaces,the reasons for entry, and
                       the expected duration of the work to be performed. Any person who
                       accesses the Building Communication Spaces, or any other part of the
                       Building which the Licensor designates, may be required by the Licensor
                       to be accompanied by a representative of the Licensor designated for that
                       purpose and the cost of providing this form of accompaniment or
                       supervision will be paid by the Licensee to the Licensor based on hourly
                       wage and employment cost plus an administration fee of 25%. In the
                       event of any emergency, the Licensee shall give to the Licensor as much
                       advance notice as reasonably possible of its intent to enter the Building
                       Communications Spacesand, within five (5) Business Days following the
                       entry, shall provide to the Licensor a written report detailing the nature of
                        such emergency, the corrective actions taken, and any other relevant
                       information.

               (c)     Nothing in this Agreement shall prohibit or otherwise restrict the Licensor
                       and its representatives from having access to and to enter upon and into
                       the Equipment Room or any Exclusive Use Area for the purpose of
                       inspections, conducting maintenance, repairs and alterations which the
                       Licensor wishes to make in connection with the Building, or to perform


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                        any actsrelatedto the safety,protection, preservation,or improvementof
                        the EquipmentRoom, Exclusive Use Area, or the Building or for such
                        other purposesas the Licensor considersnecessary. The Licensor will,
                        however, except in caseof an emergency,give the Licensee at least one
                        (1) BusinessDay advance  notice before entry into the Exclusive Use Area
                                                by                  of
                        and will be accompanied a representative the Licensee.

                (d)     The Licensor and the Owner(s) shall not be responsible for any losses,
                        costs or expenses suffered or incurred by the Licenseeif the Licensee did
                        not give notice of it's intent to enterand as a result was not able to gain
                        entry.
10.             Insurance

                (a)     The Licenseeshall maintain in force, at its expense,during the Teml of
                        this Agreementand any RenewalTerm, a policy of Commercial General
                        Liability Insurance issued by an insurer acceptable to the Licensor
                        insuring the Licensee and, as additional insureds, the Licensor, any
                                           or
                        property manager any lenderthat holds security on the Building that the
                        Licensor may reasonablydesignateby written notice, only in respectof
                        matters related to the operationsof the Licensee in the Building, with a
                        combinedsingle limit ofTen Million Dollars ($10,000,000.00)for injury
                        or death or property damageincluding damageto the Building and any
                        property of the Licensor in the Building, or injury or death of Licensor's
                        employees,or any injury or loss suffered by any of the customersof the
                        Licensee and their employeesin the Building. The Licensee's liability
                        insurance will contain owners' and contractors' protective coverage,
                        contingentemployer'sliability insurance,a cross liability and severability
                        of interestsclause,will be written an occurrencebasis, and will provide
                        protectionagainsteconomicand consequential     loss.

                (b)     The Licenseewill also maintainan automobileliability insurancepolicy.

                (c)     The Licenseeshall maintain all risk property insuranceon the Licensee's
                        Equipmentin sufficient amountsto cover any loss thereof, with waiver of
                        subrogationagainstthe Licensor. Alternatively, the Licensee may self
                                                      cost of the Licensee'sEquipment.
                        insure for the full replacement

                (d)     The Licensee's insurance shall contain provisions providing that such
                        insurance shall be primary insurance insofar as the Licensor, and the
                        Licensee are concerned, with any other insurance maintained by the
                        Licensor being excess and non-contributing with the insurance of the
                        Licensee required hereunderand providing coverage for the contractual
                        liability of the Licenseeto indemnify the Licensor pursuantto Sections
                         12(a) and (b) below. The Licensee shall obtain the agreementof the
                        Licensee's insurers to provide proof of such insurance to the Licensor
                                                of
                        prior to commencement any constructionand to notify the Licensor, in


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                       writing, that a policy is cancelled or materially changedat least 30 days
                       prior to such cancellation or material change. Annually, on the
                       anniversaryof the Commencement      Date,the Licenseeshall provide proof
                       of such insurance in the form of insurance certificates signed by the
                                                                           to
                       insurersand in form, content,and detail satisfactory the Licensor, acting
                       reasonably.
11.            Release

              In no eventwill the Licensorbe liable to the Licenseeand the Licenseereleases
the Licensorfor:

               (a)     any damage to the Licensee's Equipment, Equipment Room, and
                       ExclusiveUseArea or loss of useof suchproperty;

               (b)     the quality, adequacy, compatibility or sufficiency of any Building
                       Communication Spaces provided to the Licensee hereunder, it being
                       acknowledged by the Licensee that all Building Communication Spaces
                       are provided ''as is" and "where is", the use of which is at the sole risk of
                       the Licensee;

               (c)     the activities of any third party, under. the terms of another
                       telecommunications  accesslicense or similar agreement,whether or not
                       the party has beenescortedwhile within the Building;

               (d)     any claims resulting from lightening or other electrical curren~passing
                       throughthe Building or facilities that causeany damageto the Licensee's
                       Equipmentor result in the interruptionof any serviceby the Licensee;and

               (e)                    of
                       the inadequacy any utility service,or the loss of or the failure to provide
                       any utility service save and except for the failure of the Licensor to'
                       provide reasonableprior written notice in accordancewith Section 6(a).
                       The Licensee acknowledges that interruptions in the supply of any
                       services,systemsor utilities are not uncommonin office buildings and the
                       Licenseefurther acknowledges    that any sensitiveEquipmentin and on the
                       Building will be protected by the Licenseefrom any failure in supply or
                       interruptionsthrough the use of a UPS system,surgeprotectors and other
                       appropriatesafetysystems.
              This releaseextendsto any negligent acts or omissionsof the Licensor but not to
any grossly negligentor willful acts or omissionsof the Licensor.

               Other than as expressly provided for in this Agreement, there are no other
warranties,representations,                        of
                           conditions or guarantees any kind provided by the Licensor to the
Licensee, either expressor implied, whether by statute,agreement, tort, product liability, other
theory of law, or otherwise,regardingthis Agreementor the privileges afforded to the Licensee
pursuantto this Agreement.



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      VERlwpVEDDICL/ENTSlCADlLLA GMTSITelus-Conventional
                                                                                               Page 18


12.             Indemnification

                (a)     The Licenseeshall indemnify and hold the Licensor harmless from and
                        against any claims, losses,costs,damages,expensesand legal fees on a
                        solicitor and own client basisfor liability resultingfrom:

                        (i)     the construction, installation, operation, maintenance,repair and
                                removalof the Licensee'sEquipment;and

                        (ii)                                  to
                                the Licensee'suse of and access the Building as provided in this
                                Agreement,
                        including any claims or demandsmade by customersof the Licensee or
                        users of the Licensee's Equipment in the Building, arising directly or
                        indirectly from any act, omissionor negligenceof the Licensee.

                (b)     The Licensee shall indemnify and hold the Licensor harmless from and
                        against claims, losses, costs, damages and expenses for liability resulting
                        from bodily injury or property damage and any resultant economic and
                        consequentialloss only, made by the Licensee or customers of the
                        Licensee or users of the Equipment, which are a direct result of the acts,
                        omissions or negligence of the Licensor to the maximum amount of Ten
                        Million Dollars ($10,000,000.00).

                (c)     Notwithstandinganything containedin this Agreement, in no event is the
                        Licenseerequired to indemnify and hold harmlessthe Licensor, or any
                        other personor entity from and againstany claims, losses,costs,damages
                        and expenses   and legal fees on a solicitor and own client basis arising
                        directly or indirectly from any act, omission or negligence of any Riser
                        Manager.

                Cd)     The provisions of this Section 12 shall survive tennination or the
                        expirationof this Agreementfor the applicablestatutoryperiods regarding
                        limitation of actions or claims.

13.             Expanded Meaning of Licensor -Agency and Trust

                Wherevera releaseor indemnity is provided for under this Agreement in favour
                                   to
of the Licensor, it will be deemed include the ReleasedPersons.The Licensor acts as agentor
trustee for the benefit of the ReleasedPersons,and eachof them, to allow them to enforce the
benefit of this provision as well as the benefit of each releaseand indemnity clause in this
Agreementthat is intendedto benefitthem.

14.             Liens

              The Licenseeshall be responsiblefor the satisfactionor paymentof any liens for
any provider of work, labour, material or servicesclaiming by, through or under the Licensee.
The Licensee shall also indemnify, hold harmless and defend the Licensor and Owner(s) of


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                                                                                            Page 19


against any such liens, including the reasonable fees of the Licensor's solicitors. The provisions
of this Section shall survive termination of this Agreement. All liens shall be removed within
five (5) Business Days of notice to the Licensee to do so. The Licensor may, at the cost of the
Licensee, pay money into court to obtain removal of a lien if the Licensee fails to do so, as
required, and the Licensee will pay the cost to the Licensor including the amount paid into Court
plus an administration fee equal to 25% of the amount.

15.                        of
               Establishment Central Distribution System("CDS")

               (a)     During the Term or any RenewalTerm, the Licensor may undertaketo
                       provide or install a CDS to satisfythe collective Cable requirementsof all
                                                         of
                       servicesprovidersand occupants the Building or any of them.

               (b)     In the eventthe Licensor provides or installs a CDS pursuantto Section
                       15(a)above,the Licensorand Licenseemutually agreeto enter into good
                       faith negotiations in an attempt to enter into a CDS usage agreement
                                   to
                       satisfactory each.

               (c)     In the event the Licensor provides or installs a CDS then the Licensor may
                       purchase from the Licensee those portions of the Connecting Equipment
                       and In-Building Wire installed by the Licensee as mandated by the CRTC
                       or alternatively as agreed to by the parties.

               (d)     In the eventthe parties are unable to enter into a CDS usageagreement,
                       the installation of a CDS during the Term or any Renewal Term shall not
                       affect the rights and accessgrantedto the Licensee or the ability of the
                       Licenseeto provide telecommunication    servicesto tenants or occupantsof
                       the Building pursuantto the terms and conditions of this Agreement. In
                       the eventthe partiesare unableto enterinto a CDS usageagreement,upon
                       an operational CDS being installed in the Building and upon all
                       telecommunicationservices providers save and except the "ILEC" (as
                       defined by the CRTC), having agreedin writing to participate in the CDS
                        or to pay the same monthly amount as the Licensee,the Licensee shall
                       pay, in addition to the fees as provided in this Agreement, the sum of
                                                                       of
                       $1,000.00per month as a genuinepre-estimate the foregonerevenueof
                       the Licensor as a result of the non-participation in the CDS by the
                       Licensee. For the purpose of the preceding sentence,wireless service
                       providers, wireless service enhancementproviders, redundant service
                       providers,web, or serverhosting serviceproviders, and other services not
                        normally consideredas telecommunications    service providers, will not be
                        considered as telecommunicationsservice providers (but if redundant
                        service providers provide telecommunication services in addition to
                        redundant service, they are considered as telecommunications service
                        providers in respectof theseadditional services).




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                                                                                              Page 20


16.                                   Encumbering,Sharingof Spaceand Equipmentby
               Assignment,Sublicensing,
               Licensee

               (a)     The Licenseeshall not assignthis Agreementin whole or in part without
                                                               of
                       obtaining the prior written consent the Licensor which consentmay not
                       be unreasonably     withheld. Despitewhat is statedabove,the Licensee may
                       assignits rights underthis Agreement,on a bona fide basis,to an Affiliate
                       of Telus Communications       Inc. or to a purchaserof substantiallyall of the
                       assetsof the Licenseeif: (i) the assignee      executesan agreementwith the
                       Licensorto be bound by the terms of this Agreementand agreesto pay the
                       reasonable costs of the Licensor incurred in connection with the
                       preparation, negotiation and finalization of that agreement; (ii) the
                       assignee  agreesin the agreement      referredto above, that should it ceaseto
                       be an Affiliate of Telus Communications       Inc., an assignmentin respectof
                       which the Licensor's consent is required as provided above will be
                       consideredto occur; and (iii) the assignee      provides to the Licensor those
                       reasonable    particularswhich the Licensorrequires in order to satisfy itself
                       concerning the requirements stipulated above, and provides to the
                       Licensor reasonable     advancenotice to enable it to prepare,negotiate and
                       obtain the execution of the agreementmentioned above and to satisfy
                       itself that the requirements   stipulatedaboveare satisfied.

               (b)     No assignment whether to an Affiliate or otherwise, shall release the
                       Licensee from any liability or obligation under this Agreement, unless the
                       Licensor provides a release in writing.

               (c)     Except as required or mandated by the CRTC, the Licensee will not
                       sublicense,co-locate,sharethe use of, or otherwise provide the benefit of
                       this Agreementto any third party telecommunicationprovider or other
                       communicationservice provider and will not mortgage or encumber its
                       rights under this Agreement in favour of any Lender without the
                       Licensor'sconsent.

               Cd)                      of
                       For the purposes the restrictions set out above, any corporatechangeof
                       control, changein partnership,or other dealing with the issued sharesof,
                       assets,partnershipinterestsin, or other aspectof the Licenseeor its assets
                       which hasthe result of changingthe effective control of the Licenseewill
                                     as               in
                       be considered an assignment respectof which the Licensor'sapproval
                       is required in advancein writing. This does not apply, however, if the
                       Licensee is a company with its shares listed on a recognized stock
                       exchange nor does it apply if the Licensee is a subsidiary of such a
                       companyand, an effective changeof control occurs by virtue of dealing in
                                  of
                       the shares the parentcompany.

                (e)     Despite what is statedabove,the Licenseewill be pennitted to assign its
                                                   to
                        rights underthis Agreement a bona fide lender, as collateral security for
                        any bona fide, securedfinancing of all or part of its businessundertaking.


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                        However, this pennissiondoes not imply or allow the inference that the
                        Licensorwaives, or is willing to forbear from the exerciseof its remedies
                        under this Agreement, should an Event of Default occur, nor that any
                        lender will have any greaterrights than the Licensee in respectof this
                        Agreement, including but not limited to the restrictions set out in this
                        Section16.

17.             HazardousMaterials

              The Licenseeshall not install, bring upon, or use any HazardousSubstance   into
or on the Building. The Licenseeshall indemnify and hold the Released   Personsand any party
the Licensor is responsiblefor at law, harmlessfrom any claim, loss, cost, damage,or expense
resulting from any breachregardingthe installation or use of any HazardousSubstance  brought
into or on the Building by the Licensee,including any and all costsincurred in remedying such
breach.

18.             Eventsof Default -Termination Remedies

                (a)     Eachof the following eventsshall be deemedto be an Event of Default by
                        the Licenseeunderthis Agreement:

                        (i)     the Licensee defaulting in the payment of any License Fee,
                                amount, or portion thereof, or other sum of money due to the
                                Licensor and such default continues for more than Five (5)
                                Business Days, after written notification of such default by the
                                Licensor to the Licensee;

                        (ii)    there is interference with the telecommunications or computer
                                            of
                                equipment the Licensor, any tenant, or any other occupantof the
                                Building or any other telecommunicationsor computer devices
                                provided in the Building by reason of, or as a result of, the
                                installation, operation, maintenance, repair, or removal of the
                                Licensee'sEquipment, which interferenceis not cured within one
                                (1) BusinessDay of the Licensee's receipt of written notice by the
                                Licensorof suchinterference;

                                the revocationof the Licensee'spermissionto provide regulated or
                                non-regulated telecommunications services by any governing
                                entity authorizedto permit or regulatethe Licensee'sproviding of
                                suchservices;

                                the Licensee'sbecoming insolvent, or the filing, execution, or
                                occurrence of a petition in bankruptcy or other insolvency
                                proceedingby or againstthe Licensee; or an assignmentfor the
                                benefit of creditors; or a petition or proceeding by or against the
                                Licenseefor the appointmentof a trustee, receiver or liquidator of
                                the Licenseeor of any of the Licensee's property or a proceeding



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                                                                                                 Page 22



                                    by any governmentalauthority for the dissolution or liquidation of
                                    the Licensee;

                           (v)      the appointmentof a receiver, receiver and manager, or other
                                    representativein connection with any default by the Licensee
                                    underanyloan or debtobligation;

                                    the ceasingof the Licensee to carry on business in the ordinary
                                    course;and

                                    if the Licenseeshall default in the observanceor performance of
                                    any of the Licensee's other obligations under this Agreement and
                                    such default shall continue for more than ten (10) BusinessDays,
                                    (or Two (2) BusinessDays in the caseof a failure to insure) after
                                    written notification of suchdefault by the Licensorto the Licensee.

                  (b)      Upon or after the occurrenceof an Event of Default the Licensor may
                           electto terminatethis Agreementand the Licensor may sue for any other
                                    to
                           damages which they may be entitled at law or in equity including fees
                           due afterthe dateof termination.

19.               RestorationObligations

               At the expiration or earlier termination of this Agreementthe Licensee shall, at
the Licensee's sole cost and expense,without liens, remove the Entrance Cable, and all other
items of the Licensee'sEquipmentexceptanypart of it that by agreement      betweenthe Licensee
and the Licensor has beenacquiredby the Licensor, and all of the Licensee'spersonalproperty
from the Building. Any property not so removed within twenty (20) BusinessDays after the
termination may at the Licensor's sole option (i) be removedand stored by the Licensor at the
Licensee's expense (and the Licensee will pay an administration fee equal to 25% of the
                                                                            to
expense),or (ii) becomethe property of the Licensor without compensation the Licensee. As
of the date of such removal, neither party shall have any claim againstthe other, except for
claims or obligations that may have arisenor accruedprior to suchtermination or arise by reason
of the Licensee's Equipment and other equipment or property removal, which claims or
obligations shall survive suchtermination. The Licensee further covenants,at its sole cost and
expense,to repair or refinish all damagecausedby the operation or removal of the Licensee's
Equipment. If the Licenseefails to repair or refinish any suchdamage,the Licensor may, in its
sole discretion, repair or refinish suchdamageand the Licenseeshall reimbursethe Licensor of
all costs and expenses   incurred in such repair or refinishing and will pay to the Licensor an
 administrationfee equal to 25% of the cost. If the Licensor elects to retain some or all of the
Licensee's Connecting Equipmentand In-Building Wire, in accordancewith Section 15(c), the
Licensee shall execute a bill of sale or other document necessaryto effect such transfer of
ownership, at no additional cost or considerationfrom the Licensor to the Licensee,within ten
 (10) days after receiving such written notice. The Licenseewill provide to the Licensor upon
 completion of the removal of the Licensee's Equipment an engineer's report confirming
 completionof the removal in accordance   with this Agreement.




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20.            Licensor'sAlterations

               Despiteanything else in this Agreement,the Licensormay, at any time, make any
changes in, additions to or relocations of any part of the Building; may grant, modify or
                     and
terminateeasements any otheragreements         pertainingto the use or maintenanceof all or any
part of the Building, may close all or any part of the Building to such extent as the Licensor
                    to
considersnecessary preventthe accrualof any rights in themto any persons;and the Licensor
may also make changesor additionsto the pipes, ducts, utilities and any other building services
in the Building (including areasused or occupied by the Licensee)which serve any part of the
Building. (Denis, already dealt with in releaseprovision) No claim for compensationshall be
made by the Licenseeby reasonof any inconvenience,     nuisanceor discomfort arising from work
done by the Licensorbut the work will be done as expeditiouslyas is reasonably possible.

21.            Notices

               Any demand,notice or other communicationto be made by given in connection
with this Agreementshall be in writing and shall be deemedreceivedby the recipient on the date
of personal delivery or facsimile transmission, provided that personal delivery is made or
facsimile transmissionsentbefore 5:00 p.m. on a BusinessDay, failing which receipt shall be
deemedto have occurredthe next following BusinessDay. Until notified of a different address,
                                                  to
as provided herein, all notices shall be addressed the parties as stipulated on the Infonnation
                                                              to
Page. Notices given by electronicmeanswill not be considered have beengiven in writing.

22.            No Implied Waiver

               The waiver by either party of any breach of any tenD, covenant or condition
herein contained shall not be deemed to be a waiver of such tenDs, covenant, or condition for any
subsequentbreach of the same or any other tenD, covenant or condition herein contained.

               Subordination

                The Licensee accepts this Agreement subject and subordinate to any mortgage,
deed of trust or other lien presently existing or hereafter arising upon the Building or the lands
upon which the Building is located and to any renewals, modifications, consolidation,
refinancing, and extensions thereof. This provision is self-operative and no further document
shall be required to effect the subordination of this Agreement.

                                                  Property
               Licensee'sEquipmentto RemainPersonal

              Except as otherwise provided in this Agreement, the Licensee's Equipment,
EntranceCable and In-Building Wire shall remainpersonalproperty of the Licensee although it
                          to
may be affixed or attached the Building, and shall, during the Term of this Agreement, or any
RenewalTerm, and upon the expiration of this Agreementbelong to and be removable by the
Licensee.




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IISERVERlwpVEDDICLlENTSICADlLLA                       SingleBuilding-May16.doc
                                                                                            Page24


25.            Severability
               If any part of, or any provision of this Agreement or any other agreement,
document or writing given pursuantto or in connection with this Agreement is invalid or
unenforceableunder applicable law, the part shall be ineffective to the extent of the invalidity
only, and the remaining terms and conditionsshall be interpretedso as to give the greatesteffect
possibleto them.

26.            Governing Law

             The construction, interpretationand performanceof this Agreement shall be in
accordancewith the laws of the Province in which the Building is located and the Federal laws
of Canada,applicabletherein.

27.            Survival of Provisions

                Any obligation of the partiesrelating to moniesowed, as well as those provisions
relating to limitation on liability, indemnity, and actions,shall survive termination or expiration
of this Agreementfor the applicablestatutoryperiodsregardinglimitation of actions or claims.

28.            License Only

                This Agreement creates a non-exclusive license only and the Licensee
acknowledges    that the Licenseedoes not and shall not claim any interestor estateof any kind or
extent whatsoeverin the Building, Building CommunicationsSpaces,or Equipment Room by
virtue of this Agreementor the Licensee'suseof the Building, Building CommunicationsSpaces
or Equipment Room. The relationship betweenthe Licensor and the Licensee shall not be
         to
deemed be a "landlord-tenant" relationshipand the Licenseeshall not be entitled to avail itself
of any rights affordedto tenantsat law.

29.                     in
               Successors Licensor's InterestILimitationof Liability

               (a)     This Agreementshall bind and enureto the benefit of the Licensor and the
                       Licensee and, except as otherwise provided in this Agreement to the
                                                          and
                       contrary, their respectivesuccessors assigns.

               (b)     The obligations of the Licensor under this Agreementshall no longer be
                       binding upon the Licensor if the Licensor or Owner(s) sells, assigns or
                       otherwisetransfersits interestin the Building as owner or lessor (or upon
                       any subsequent  licensor or owner after the sale, assignmentor transfer by
                       such subsequent   licensor). If there is such a sale, assignmentor transfer,
                       the Licensor's obligations shall be binding upon the grantee,assigneeor
                       other transferee of the interest, and any such grantee, assignee or
                       transferee,by accepting such interest, shall be deemedto have assumed
                       those obligations. A lease of the entire Building shall be deemed a
                       transferwithin the meaningof this Section29(b).




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                                                                                              Page 25


30              Specific Licensor'sTenninationRights

                In addition to the other terminationrights provided to it in this Agreement, either
party may elect to terminatethis Agreementin eachof the following circumstances,subject to
giving at leastthirty (30) days' prior written notice to the otherparty:

                (a)     where the Building has beendestroyed,or damagedto suchan extent that
                        it is not feasible to repair it within a period of one hundred and eighty
                        (180) daysafterthe damage;

                (b)     where the Exclusive Use Area or the Building Communications Spaces
                        becomedamaged    and, it is not feasibleto restore them within ninety (90)
                        days afterthe damage;

                (c)     where the Building is expropriated in whole or in part by a lawful
                        authority;

                (d)     where the Licensorwishesto redevelop,or otherwise alter the Building in
                        sucha manneras to, in the Licensor's opinion, make the relocation of any
                        part of the Exclusive Use Area or the Licensee'sEquipment not feasible;
                        or

                (e)     where the Licensor electsto changethe primary use of the Building to a
                        use otherthan that in effect asof the dateof this Agreement.

31.             Application of Funds

               No acceptance of part payment of Fees or other amounts owed to the Licensor
will be considered as an accord and satisfaction; the Licensor despite any direction or restriction
endorsed on any cheque or accompanying any payment, may apply any payment, in whole or in
part against any amounts owed to the Licensor, in its sole discretion; and no acceptance of any
payment, even if it purports to be for any subsequentperiod, is to be construed as a waiver by the
Licensor of its right of termination for pre-existing defaults. No payment of a disputed amount
by the Licensee will prejudice its right where, as in Sections such as 6( d) or 8(k) the Licensee
may be entitled to have the dispute arbitrated.

32.            EstoppelCertificates

              The Licensee will provide to the Licensor from time to time, within ten (10)
BusinessDays of the Licensor's written request in each case, at no cost to the Licensor, a
statementduly executedby the Licenseeconfirming that this Agreement is in good standing
conflrming, the Feespayableand the Feesactuallypaid to any date specified by the Licensor for
the statementconfirming the Commencement       Date, the Term, any Renewal Term to which it
claims to be entitled, and any other information that the Licensor reasonablyrequestspertaining
to this Agreementor Building.




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                                      ,
33.             UnauthorizedContinuedUse

               If the Licenseecontinuesto use anypart of a Building after the expiry of the Term
without the Licensor's prior written consent,then, without limiting the Licensor'sotherremedies,
(including the right to evict the Licensee)the Feespayable in respectof the Building will be
double that which applied during the last year of the Term or RenewalTerm, as the casemay be,
                                                        use
subjectto pro-rating, however,shouldthe unauthorized continue for lessthan the full year.

34.

              Neither party will issue any press release regarding the subject matter herein
contained except with the other party's prior written consent.

                 The Licensee will not be permitted to conduct any merchandising, marketing, or
other activities within the Building or to engage in any promotional or similar programs directed
specifically to the tenants and occupants of the Building without the Licensor's prior written
consent. However, this will not be construed so as to prohibit the Licensee from engaging in
direct mail marketing activities to tenants in the Building (whether by post or by email).

35.             Licensor'sAuthority

              The Cadillac Fairview Corporation Limited represents that it has full authority to
execute this Agreement on behalf of the Owner(s). The obligations of the Licensor under this
Agreement are the obligations of the Owner(s) and not The Cadillac Fairview Corporation
Limited.

36.             Several Obligations -Non-Recourse

                The Liability of eachof the Owner(s)where there are more than one, is several
and not joint, or joint and severaland is limited to the interestof the Owner(s) from time to time
in the Building.

37.             Entire Agreement

                                                                          all
              The terms and conditions containedin this Agreementsupersede prior oral or
written understandingsbetweenthe parties and constitute the entire agreementbetween them
concerning the subject matter of this Agreement. This Agreement shall not be modified or
                                                            of
amendedexceptin writing signedby authorizedrepresentatives the parties.

38.             Changeof Law

              This Agreement and the obligation of ,the parties are subject to all applicable
present and future valid laws with respectto the subject matter contained herein, whether
Provincial or Federal and to all present and future orders, rules and regulations of duly
constituted authorities having jurisdiction including the CRTC. Notwithstanding anything
containedin this Agreementin no eventshall this Agreementbe interpretedas limiting the right
                                                                                          Act.
of the Licenseeor the Licensor, to avail itself of the provisions of the Telecommunications



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     39.            Arbitration Proceedings

                     Either party may take to arbitration, any issue that is expressly subject to
     arbitration in accordance   with this Agreement,and no other issue,and suchparty shall provide
     written notice of such intent to the otherparty and the arbitrationwill be conductedin Toronto
     by a single arbitrator in accordance  with the Arbitration Act of Ontario.

     40.            ForceMajeure

                     Without limiting or restricting the applicability of the law governing frustration of
     contracts, in the event either party fails to meet any of its obligations under this Agreement
     within the time prescribed, and such failure shall be caused, or materially contributed to, by force
     majeure, such failure shall be deemed not to be a breach of the obligations of such party under
     this Agreement, and the time for the performance of such obligation shall be extended
     accordingly as may be appropriate under the circumstances. For the purpose of this Agreement,
     force majeure shall mean any acts of God, war, natural calamities, strikes, lockouts or other
      labour stoppages or disturbances, civil commotion or disruptions, riots, epidemics, acts of
      government or any competent authority having jurisdiction, or any other legitimate cause beyond
     the reasonable control of such party, and which, by the exercise of due diligence, such party
     could not have prevented, but lack of funds on the part of such party shall not be deemed to be a
     force majeure.




                                    ClAGMTSITelus-Conventional
      IISERVERlwpVEDDICLIENTSlCADILLA                                         16.
                                                            SingleBuilding-May doc




i'
                                                                                           Page28

41.              Headings
                                     of
            The descriptiveheadings the severalsectionsof this Agreementare inserted for
convenienceand easeof referenceonly and do not constitutepart of this Agreement.

            IN WITNESS WHEREOF, the Licensor and the Licensee have executed this
                                         as
Agreementin multiple original counterparts of the day and year first abovewritten.

LICENSOR:
THE CADILLAC FAIRVIEW CORPORATION LIMITED
on behalf of the Owner(s)

Per:
Name:
Title:

Per:
Name:
Title:

LICENSEE:
TELUS COMMUNICATIONS INC.




I ISERVERlwpVEDDICL/ENTSICADILLAC\AGMTSITelus-Conventional   Single Building-May J 6.doc
          SCHEDULE "A"
LEGAL DESCRIPTIONOF THE BUILDING
                                  SCHEDULE "B"
                            EQUIPMENT ROOM PLAN



1.   Floor Area of Exclusive UseArea
2.   Location Plan for ExclusiveUse Area.
                  SCHEDULE "C"
COMMUNICATIONS   EQUIPMENT DETAILED   DESCRIPTION
                 SCHEDULE "D"
CONNECTING   EQUIPMENT PLANS AND DESCRIPTION
        SCHEDULE "E"
DESIGNATED PARTS OF BUILDING
   COMMUNICATIONS  SPACES
       EXHIBIT "1"
PLANS AND SPECIFICATIONS
.   ...t.


~

            H:\JEDD\CLIENTS\CADILLAC\AGMTS\Telus-Conventional   Single Building-May I 6.doc

								
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