Canada Restaurant Lease by Megadox

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									            LEASE AGREEMENT

                 November 1, 2012




                     [LANDLORD]
a corporation incorporated pursuant to the laws of [province]
         (hereinafter referred to as the “Landlord”);


                           - and -

                       [TENANT]
a corporation incorporated pursuant to the laws of [province]
           (hereinafter referred to as the “Tenant”);
                                                       TABLE OF CONTENTS
ARTICLE I - INTERPRETATION ..........................................................................................................................1
      1.01    Headings, etc. .................................................................................................................................1
ARTICLE II - DEMISE, TERM, RENT...................................................................................................................1
      2.01    Leased Premises.............................................................................................................................1
      2.02    Term .................................................................................................................................................1
      2.03    Rent and Additional Rent............................................................................................................1
      2.04    Interest on Amounts in Default .................................................................................................2
      2.05    Other Charges ................................................................................................................................2
      2.06    Place of Payment of Rent .............................................................................................................2
      2.07    Intent of Triple Net Lease ............................................................................................................2
      2.08    Obligation to Pay Rent Not to be Diminished ........................................................................3
ARTICLE III - USE AND OCCUPANCY OF PREMISES ..................................................................................3
      3.01     Use of Premises and Trade Name ..............................................................................................3
ARTICLE IV - INDEMNITY ...................................................................................................................................3
      4.01    Tenant’s Indemnity to Landlord ................................................................................................3
      4.02    Landlord not to be Liable ............................................................................................................3
ARTICLE V - INSURANCE PROVISIONS ..........................................................................................................3
      5.01    Tenant’s Insurance ........................................................................................................................3
      5.02    Landlord’s Right to Demand Increased Insurance .................................................................4
      5.03    Tenant’s Covenant to Maintain Insurance ...............................................................................4
      5.04    Tenant’s Covenant to Pay Premiums .........................................................................................4
      5.05    Landlord’s Right to Place Insurance ..........................................................................................4
      5.06    Insurance No Limit of Liability ..................................................................................................5
      5.07    Landlord’s Insurance ....................................................................................................................5
ARTICLE VI - ALTERATIONS ..............................................................................................................................5
      6.01    Tenant’s Alterations .....................................................................................................................5
ARTICLE VII - TENANT’S COVENANTS ..........................................................................................................5
      7.01    Tenant’s Covenant to Pay Rent ...................................................................................................5
      7.02    Obligation to Maintain Premises ...............................................................................................6
      7.03    Tenant’s Covenant to Repair .......................................................................................................6
      7.04    Tenant Responsible for Damage ................................................................................................6
      7.05    Tenant not to Request Local Improvements ............................................................................6
      7.06    Tenant to Comply with all Legal Requirements .....................................................................7
      7.07    Tenant to Share Existing Parking ...............................................................................................7
      7.08    Landlord Entitled to Inspect .......................................................................................................7
      7.09    Covenant to Discharge Liens ......................................................................................................7
      7.10    Covenant to Notify of Damage ...................................................................................................7
ARTICLE VIII - DEFAULT ......................................................................................................................................7
      8.01    Events of Default ...........................................................................................................................7
      8.02    Remedies of Landlord ..................................................................................................................8
      8.03    Re-Entry ..........................................................................................................................................8
                                                                             - ii -


            8.04        Action to Recover Possession ......................................................................................................9
            8.05        Landlord May Perform Covenants.............................................................................................9
            8.06        Appointment of Receiver.............................................................................................................9
ARTICLE IX - LIQUIDATION OR BANKRUPTCY ......................................................................................... 10
      9.01    Acceleration of Rent ................................................................................................................... 10
ARTICLE X - LANDLORD’S COVENANTS AND MUTUAL COVENANTS ............................................ 10
      10.01 Quiet Enjoyment ......................................................................................................................... 10
      10.02 Landlord Not Required to Repair or Maintain ...................................................................... 10
      10.03 No Warranty of Condition of Premises ................................................................................... 10
      10.04 Warranty Re: Zoning .................................................................................................................. 10
      10.05 Non-Demolition .......................................................................................................................... 10
ARTICLE XI - REVERSION TO LANDLORD .................................................................................................. 11
      11.01 Surrender at Expiry of Term ..................................................................................................... 11
      11.02 Removal of Chattels and Trade Fixtures ................................................................................. 11
ARTICLE XII - ASSIGNMENT AND SUBLETTING ...................................................................................... 11
      12.01 No Assignment ............................................................................................................................ 11
      12.02 Subleases and Transfer .............................................................................................................. 11
      12.03 Limitation ..................................................................................................................................... 12
ARTICLE XIII - EXTENSION OF TERM ............................................................................................................ 12
      13.01 Options to Renew........................................................................................................................ 12
ARTICLE XIV - ARBITRATION .......................................................................................................................... 13
      14.01 Arbitration .................................................................................................................................... 13
ARTICLE XV - EXPROPRIATION ....................................................................................................................... 13
      15.01 Expropriation ............................................................................................................................... 13
ARTICLE XVI - STATEMENTS BY TENANT ................................................................................................... 14
      16.01 Estoppel Certificate..................................................................................................................... 14
ARTICLE XVII - MISCELLANEOUS PROVISIONS ....................................................................................... 14
      17.01 Rights and Remedies not Restricted........................................................................................ 14
      17.02 Transfer by Landlord .................................................................................................................. 14
      17.03 Notice ............................................................................................................................................ 14
      17.04 Independent Covenants ............................................................................................................. 15
      17.05 Enurement .................................................................................................................................... 15
      17.06 Waiver ........................................................................................................................................... 15
      17.07 Force Majeure .............................................................................................................................. 15
      17.08 Allocation of Payments .............................................................................................................. 15
      17.09 Entire Agreement ........................................................................................................................ 15
      17.10 Time of the Essence .................................................................................................................... 15
      17.11 No Option to Lease ..................................................................................................................... 15
      17.12 Month to Month Tenancy .......................................................................................................... 15
      17.13 Agreement not to Register Lease .............................................................................................. 16
      17.14 Continuous Occupation ............................................................................................................. 16
      17.15 Exterior Signs ............................................................................................................................... 16
      17.16 Counterparts................................................................................................................................. 16
                                                                            - iii -


          17.17      Acceptance .................................................................................................................................... 16
SCHEDULE “A” DEMISED PREMISES ............................................................................................................. 17
SCHEDULE “B” (if required) LANDLORD’S WORK AND TENANT’S WORK ........................................ 18
THIS AGREEMENT dated effective the _____ day of ______________, _______.

BETWEEN:

                [LANDLORD], a body corporate incorporated pursuant to the
                laws of [province] and authorized to carry on business in
                [province] (the “Landlord”)

                                                                                    OF THE FIRST PART
                                                  - and -

                [TENANT], a body corporate incorporated pursuant to the laws
                of [province] and authorized to carry on business in [province]
                (the “Tenant”)

                                                                                OF THE SECOND PART

THIS AGREEMENT WITNESSES THAT in consideration of the Leased Premises and the mutual
covenants, agreements and conditions contained herein, the parties hereby covenant, agree and declare as
follows:

                                ARTICLE I - INTERPRETATION
1.01    Headings, etc.

Headings and captions of articles and sections are inserted for convenience of reference only and are not
to be considered when interpreting this Lease. All references in this Lease to articles, sections and other
sub-sections refer to the corresponding articles, sections and other sub-sections of this Lease and the
words “this Lease”, “herein”, “hereof”, “hereby”, “hereunder”, “hereinafter” and words of similar import
refer to this Lease as a whole and not to a particular article, section or sub-section of this Lease.

                             ARTICLE II - DEMISE, TERM, RENT
2.01    Leased Premises

The Landlord does hereby demise and lease to the Tenant, the Leased Premises (the “Leased Premises”)
being the building municipally described as [street address] and legally described as:

        [LEGAL DESCRIPTION]

and more particularly described and shown outlined in red in Schedule “A” attached to and forming part
of this Lease.

2.02    Term

To have and to hold the Leased Premises for a term of [term] years commencing on the [commencement
date] and expiring at midnight on the [expiry date] (the “Term”), subject to the provisions with respect to
earlier termination hereinafter contained.

2.03    Rent and Additional Rent

Yielding and paying therefor, for each of the following years during the Term without any deduction, set-
off or abatement whatsoever the following rents:

(a)     During each year of the Term, the sum of [YEARLY LEASE AMOUNT] DOLLARS ($______) per
        year payable in advance in equal monthly installments of [MONTHLY RENT] DOLLARS
        ($________) commencing on the [commencement date]. At the beginning of each rental year the
        Tenant shall deliver to the Landlord a series of twelve post dated cheques for the total amount of
        the annual rent.

(b)     As additional rent all other amounts which the Tenant is required to pay or discharge under this
        Lease together with all penalties, interests and costs and if the Tenant fails to pay or discharge
        any such other amounts, the Landlord shall have the rights, powers and remedies provided
        herein.

(c)     The sum of [DEPOSIT] DOLLARS ($________) shall be paid by the Tenant to the Landlord
        coincidentally with the execution and delivery of this Lease (the receipt of which is hereby
        acknowledged) and the sum of [MONTHLY RENT] DOLLARS ($________) shall be applied
                                                     -2-


        against the first month’s rent due to the Landlord. A further sum of [MONTHLY RENT]
        DOLLARS ($________) shall be applied against the last month’s rent due to the Landlord.

2.04    Interest on Amounts in Default

When rent or any other amount payable hereunder by the Tenant to the Landlord is in arrears, such
amount shall bear interest from the date due until paid at the rate of interest per annum equal to [interest]
(___%) percentage points in excess of the prime commercial rate of interest at which loans in Canadian
dollars are available at the main office in the City of [city] of the [bank] to its commercial customers
payable monthly or, if such rate of interest shall become unlawful, at the maximum rate permitted by
law. The Landlord shall have all remedies for the collection of such interest if unpaid after demand as in
the case of rent in arrears, but this stipulation for interest shall not prejudice or affect any other remedies
of the Landlord under this Lease.

2.05    Other Charges

Any sums, costs, expenses or other amounts from time to time due and payable by the Tenant to the
Landlord under the provisions of this Lease, including sums payable by way of indemnity and whether
expressed to be rent or not, may at the option of the Landlord be treated as and deemed to be rent, in
which event the Landlord shall have all remedies for the collection of such sums when in arrears as are
available to the Landlord for the collection of rent in arrears.

2.06    Place of Payment of Rent

All rent, additional rent and charges payable hereunder shall be paid by the Tenant to the Landlord at its
offices at [landlord’s address] or at such other place as the Landlord may designate in writing from time
to time, without any prior demand therefor, and shall be payable in lawful money of Canada at par.

2.07    Intent of Triple Net Lease

(a)     It is the purpose and intent and agreement of the Landlord and the Tenant that annual rent
        payable to the Landlord pursuant to Section 2.03 hereof shall be completely and absolutely
        payable under this Lease triple net to the Landlord, and for this purpose the Tenant covenants
        with the Landlord that this Lease shall yield net to the Landlord the annual rent specified in
        Section 2.03 of this Lease during the Term, free and clear of all business taxes, realty taxes, goods
        and services taxes, sales taxes, value added taxes, charges, rates, assessments, expenses, costs,
        payments or outgoings of every nature whatsoever arising from or related to the Leased Premises
        without abatement, deduction or set-off and under no circumstance or condition whether now
        existing or hereafter arising or beyond the present contemplation of the parties shall the Landlord
        be expected or obligated to make any payment of any kind whatsoever or be under any
        obligation or liability hereunder or in respect of the Leased Premises except as herein otherwise
        expressly set out and all such taxes, charges, rates, assessments, expenses, costs, payments and
        outgoings of every kind and nature whatsoever relating to the Leased Premises which may arise
        or become due during or in respect of the Term of this Lease shall be payable and be paid by the
        Tenant, and the Tenant covenants to indemnify and save harmless the Landlord from and in
        respect of any and all such taxes, charges, rates, assessments, expenses, costs, payments and
        outgoings.

(b)     Without limiting the generality of the preceding paragraph, the Tenant shall pay promptly when
        due:

        (i)      all of the property taxes payable on the Leased Premises;

        (ii)     all business, sales, machinery, equipment and all other taxes, assessments, charges and
                 rates, as well as any permit or license fees, attributable to the Leased Premises or the
                 property, business, sales or income of the Tenant in respect of the Leased Premises;

        (iii)     all of the Tenant’s operating costs relating to the Leased Premises;

        (iv)     all rates, charges, costs and expenses as may be assessed or levied (and at the rates so
                 assessed or levied) by all suppliers of electricity, natural gas, water, sewer, telephone
                 service and other utilities supplied directly to the Leased Premises for the exclusive use
                 of the Leased Premises; and

        (v)      such other amounts, charges, costs, sums or increases therein as are specifically required
                 to be paid by the Tenant pursuant to the terms of this Lease in addition to Basic Rent.
                                                    -3-


2.08    Obligation to Pay Rent Not to be Diminished

The Tenant’s obligations to pay rent and all other sums payable by the Tenant under the provisions of
this Lease shall not be affected nor shall such rent or other payments abate or be diminished in the event
of damage to or destruction of the Leased Premises, regardless of the cause or extent thereof and the
Tenant hereby waives the provisions of any statute or rule of law to the contrary now or hereafter in
effect, it being the intent of this Lease that the Leased Premises shall be at the sole risk of the Tenant.

                  ARTICLE III - USE AND OCCUPANCY OF PREMISES
3.01    Use of Premises and Trade Name

(a)     The Leased Premises shall be used and occupied by the Tenant for the purpose of, and only for
        the purpose of a dine-in, [take-out and delivery fast food] restaurant serving as the primary use
        (list main menu items to be served, e.g. pizza, subs, etc). The Tenant shall have the exclusive right
        during the Term and any renewal thereof to the sale of [specific food items] in the building(s) and
        any expansion of the building(s) or lands.

(b)     The Tenant will use only the advertised name “[trade name]” for its business in the Leased
        Premises and will not change or permit the change of that advertised name without the prior
        written consent of the Landlord.

                                    ARTICLE IV - INDEMNITY
4.01    Tenant’s Indemnity to Landlord

The Tenant shall indemnify and save harmless the Landlord from and against any and all claims,
demands, awards, judgments, actions and proceedings by whomsoever made, brought or prosecuted in
respect of loss, damage or destruction of property or personal injuries, including death, and from and
against any and all loss of, damage to or destruction of property and expenses and costs suffered or
incurred by the Landlord by reason of the act, omission, use and occupation of the Leased Premises,
negligence or misconduct of the Tenant and its assignees, and its and their servants, agents, employees,
invitees and licensees, or anyone permitted to be upon the Leased Premises, or any of them, while in the
course of exercising any right, license or privilege or doing anything which is required or permitted by
reason of this Lease, except where caused by the negligence of the Landlord, or those for whom the
Landlord is responsible in law.

4.02    Landlord not to be Liable

The Landlord shall not be liable for death or injury or damage to property of the Tenant or of others
located on the Leased Premises, nor for the loss of or damage to any property of the Tenant or of others
by theft or otherwise from any cause whatsoever, save and except any injury or damage caused by the
gross negligence of the Landlord or its servants or agents.

                          ARTICLE V - INSURANCE PROVISIONS
5.01    Tenant’s Insurance

The Tenant shall acquire and maintain at all times during the currency of the Term the following
insurance, all in a form and issued by an insurance company or companies registered and licensed to
operate in [province], satisfactory to the Landlord in its sole and unfettered discretion:

(a)     comprehensive general liability insurance against liability of the Landlord and the Tenant to third
        parties and against the Tenant’s contractual liability to indemnify the Landlord under the terms
        of this Lease, which shall include coverage for personal injury, contractual liability, non-owned
        automobile liability insurance and owned automobile liability insurance covering bodily injury,
        death and property damage, all with inclusive limit of not less than TWO MILLION
        ($2,000,000.00) DOLLARS for each occurrence involving bodily injury (including death) and
        property damage, insuring the Landlord and the Tenant, their respective employees, servants,
        agents, invitees or licensees and any of them. Such insurance shall contain endorsements stating
        that:

        (i)     the Landlord is included as a named insured as its interests may appear under the policy;

        (ii)    the policy contains a “cross-liability” clause and a “severability of interest” clause;

        (iii)   the policy extends, to cover the contractual obligations of the Tenant under the terms of
                this Lease;
                                                    -4-


        (iv)    the insurers have received a copy of this Lease and are fully aware of the contractual
                obligations of the Tenant; and

        (v)     such policy shall not be terminated, cancelled or materially altered unless written notice
                of such termination, cancellation or material alteration is given by the insurers to the
                Landlord at least thirty (30) clear days before the effective date thereof;

(b)     All risk insurance including earthquake, flood and sewer back-up perils covering all property
        owned by the Tenant, or for which the Tenant is legally liable, located within the Leased
        Premises, including but not limited to Leasehold Improvements, trade fixtures, furniture and
        equipment, merchandize and stock in trade and insurance upon glass and glass plate forming
        part of the Leased Premises, against breakage and damage from any cause and burglary
        insurance with respect to the Leased Premises, for not less than the full replacement cost thereof,
        and which insurance shall include a by-law endorsement and shall provide that any proceeds
        recoverable with respect to Leasehold Improvements shall be payable to the Landlord (but the
        Landlord agrees to make available the proceeds toward repair or replacement of the insured
        property if this Lease is not terminated pursuant to any other provisions hereof).

(c)     Where applicable, broad form boiler and machinery insurance with limits for each accident in an
        amount not less than the full replacement cost of all Leasehold Improvements and of all boilers,
        heating, ventilating, and air conditioning equipment and miscellaneous electric apparatus owned
        or operated by the Tenant or by others (other than the Landlord) on behalf of the Tenant in the
        Leased Premises, or relating to or serving the Leased Premises.

(d)     Business interruption insurance for a minimum period of twelve (12) months in the amount
        which will reimburse the Tenant for direct or indirect loss of earning and extra expenses
        attributable to all perils insured against in paragraph 5.01(b) or attributable to prevention of
        access to the Leased Premises as a result of any such perils.

(e)     Insurance against such other perils and in such amounts as the Landlord may from time to time
        reasonably require upon not less than Sixty (60) days notice, such requirement to be made on the
        basis that the required insurance is customary at the time in the City of [city] for tenants of
        commercial premises similar to the Leased Premises.

5.02    Landlord’s Right to Demand Increased Insurance

The Tenant agrees with the Landlord that the amount of insurance provided for in this Article V may be
increased as requested by the Landlord, in its sole and unfettered discretion, acting reasonably, during
each year of the Term and that the Landlord shall be entitled to approve yearly the amount of insurance
placed by the Tenant. The Tenant covenants that it shall obtain such additional insurance forthwith upon
request by the Landlord.

5.03    Tenant’s Covenant to Maintain Insurance

The Tenant covenants to comply with all insurers’ requirements and to maintain all insurance and
endorsements thereon in good standing.

5.04    Tenant’s Covenant to Pay Premiums

The Tenant shall pay all premiums and costs of all insurance required to be effected by the Tenant under
any provision of this Lease and shall from the execution of this Lease by the Landlord and from time to
time file with the Landlord certified copies of insurance, renewal contracts and other documents
sufficient to show and establish accurately at all times the current provisions and status of policies in
force and, in particular, shall submit to the Landlord, before the expiration of every current policy,
evidence of the renewal of such policy or the issuance of a replacement policy and shall promptly notify
the Landlord of any cancellation or intended cancellation by any insurer of any policy or any
circumstances known to the Tenant materially affecting its coverage. The Tenant shall not cancel any
policy of insurance without obtaining insurance in substitution therefor satisfactory to the Landlord.

5.05    Landlord’s Right to Place Insurance

If the Tenant defaults in any of its obligations under this Lease regarding insurance the Landlord may,
but shall not be obliged to, place any insurance at the cost and expense of the Tenant or pay any arrears of
premiums and any expense incurred by the Landlord shall be reimbursed to it by the Tenant on demand
together with interest thereon calculated in accordance with Section 2.04 hereof from the date of payment
until paid.
                                                   -5-


5.06    Insurance No Limit of Liability

The Landlord and Tenant acknowledge and agree that the acquisition and maintenance of insurance as
required pursuant to this Lease shall in no manner whatsoever limit the liability of the Tenant.

5.07    Landlord’s Insurance


The Landlord shall acquire and maintain at its sole cost at all times during the currency of the Term the
following insurance, all in a form and issued by an insurance company or companies registered and
licensed to operate in [province], satisfactory to the Landlord in its sole and unfettered discretion:

(a)     “all risks” insurance which shall insure the Leased Premises against loss or damage by perils now
        or hereafter from time to time embraced by or defined in a standard all risk insurance policy.
        Such insurance shall provide a limit of not less than the replacement cost of the Leased Premises;

(b)     such other coverage as the Landlord may consider necessary.

For greater certainty, the Tenant acknowledges that the Landlord is not obligated to insure the Leasehold
Improvements in the Leased Premises. The landlord shall maintain insurance that would be reasonably
carried by prudent landlord.

                                  ARTICLE VI - ALTERATIONS
6.01    Tenant’s Alterations

(a)     Except as expressly provided in this Lease, the Tenant shall not make or permit or suffer to be
        made any changes, modifications or alterations to the Leased Premises or any part thereof,
        without obtaining the prior written consent of the Landlord thereto, which consent shall not be
        unreasonably withheld, provided the Tenant has fully complied with each and every one of the
        terms, covenants and provisions of this Lease including the following:

        (i)     before requesting the Landlord’s consent, the Tenant shall submit to the Landlord in
                duplicate, designs, plans and specifications (all in outline form) of the proposed changes,
                modifications or alterations to the Leased Premises together with adequate evidence that
                the proposed changes, modifications or alterations to the Leased Premises have been
                approved and all requisite and appropriate approvals, permits, licenses and
                authorizations therefor have been issued by all governmental and public authorities
                having province, and requirements in respect thereof have been met and satisfied;

        (ii)    the Tenant shall assure the Landlord the due completion of the changes, modifications or
                alterations to the Leased Premises in a due, timely and good and workmanlike manner in
                accordance with this Lease, and in accordance with the designs, plans and specifications;
                and further assuring the full and complete payment of any and all costs, expenses, liens
                and charges of every kind arising from or in connection with the construction of the
                changes, modifications or alterations to the Leased Premises including payment for
                labour and materials therefor.

(b)     No approval of designs, plans and specifications shall make the Landlord or its officers, servants
        or agents liable to the Tenant for the safety, adequacy, soundness or sufficiency of such
        construction by reason of the giving of such approval nor shall the giving of such approval
        constitute a waiver by the Landlord of any duty or liability owed by the Tenant to the Landlord,
        its officers, servants or agents by reason of this Lease or otherwise howsoever.

(c)     The Landlord and any person or persons appointed by it may inspect the Leased Premises or any
        changes, modifications or alterations to the Leased Premises and materials used in their
        construction at all reasonable times during the course of construction. If the materials used in the
        changes, modifications or alterations to the Leased Premises or any part thereof do not or does
        not conform with the approved designs, plans and specifications (subject to any reasonable
        variations or changes approved as aforesaid), written notice of any deficiency, defect or omission
        may be given forthwith by the Landlord to the Tenant, and upon receipt of any such notice, the
        Tenant shall promptly take such action as may be necessary to correct the deficiency, defect or
        omission.

                          ARTICLE VII - TENANT’S COVENANTS
7.01    Tenant’s Covenant to Pay Rent

(a)     The Tenant covenants with the Landlord to pay rent as provided in Section 2.03 hereof and all
        other amounts due under this Lease as additional rent.
                                                   -6-



(b)     During the Term hereof the Tenant shall pay or cause to be paid all taxes (including taxes for
        local improvements), business taxes, rates, duties and assessments (collectively referred to herein
        as the “taxes”) that may legally be imposed, levied, rated, charged or assessed against the Leased
        Premises or any part thereof and goods, chattels or facilities thereof owned or brought thereon by
        the Tenant or anyone claiming under or through the Tenant directly to the governmental
        authority entitled to receive the taxes and discharge as the taxes become due, to the extent that
        the taxes are or can become a lien against the Leased Premises or charged to the Landlord, and
        every tax, charge and license fee in respect of any and every business carried on thereon or in
        respect of the occupancy of the Leased Premises by the Tenant and by and anyone permitted by
        the Tenant to be upon the Leased Premises, whether such taxes, rates, duties, assessments, license
        fees or other charges are imposed, levied, rated, charged or assessed by any federal, provincial,
        municipal, metropolitan or other body, together with all charges for electricity, gas, water and
        other rates in connection with such business or occupancy and all other charges in respect of the
        Leased Premises.

(c)     The Tenant shall indemnify and keep indemnified the Landlord from and against payment of all
        loss, costs, charges and expenses occasioned by or arising from all such taxes, rates, duties,
        assessments, license fees or other charges and any and all taxes which may in the future be levied
        in lieu of such taxes and all charges for electricity, gas, water and other rates in connection with
        such business or occupancy and all other charges in respect of the Leased Premises and any such
        loss, costs, charges and expenses suffered by the Landlord may be collected by the Landlord as
        rent with all rights of distress and otherwise as reserved to the Landlord in respect of rent in
        arrears.

(d)     The Tenant shall have the right and privilege of appealing assessments or applying for a
        reduction of the amount of any taxes, rates, levies and assessments in respect of the Leased
        Premises and may take such action in its own name or, if required and upon agreeing to
        indemnify the Landlord in respect of such action and all costs relating thereto, in the name of the
        Landlord and the Landlord hereby agrees to join in such proceedings. The Tenant agrees to give
        to the Landlord notice of the commencement of any such proceedings and to prosecute them
        with all due diligence and speed. Upon the Landlord receiving any assessment notices relating to
        the Leased Premises, it shall forthwith send a copy thereof to the Tenant.

7.02    Obligation to Maintain Premises

The Tenant shall operate, manage and maintain the Leased Premises in a first class condition including
the general appearance and standard of the Leased Premises as would a careful owner and (in addition to
performing all its other covenants under this Lease) shall properly and adequately supervise the Leased
Premises, shall supply heating, ventilation and air-conditioning and other necessary building services to
the Leased Premises and shall keep the Leased Premises neat, clean and in a good state of repair.

7.03    Tenant’s Covenant to Repair

(a)     During the Term the Tenant shall at all times keep and maintain at its cost and expense in such
        order and condition as would a careful owner of the Leased Premises and shall, in the same
        manner and to the same extent as a careful owner, make any and all necessary repairs and
        replacements, save and except for any structural repairs which include HVAC and the roof and
        in keeping with a high quality [dine-in and take-out restaurant and delivery outlet - edit as
        applicable]. The Tenant shall not commit or suffer to be committed any waste or injury to the
        Leased Premises or any part thereof or use any of the same for any illegal or unlawful purposes.

(b)     If the Tenant neglects or fails after reasonable notice (or without notice in the case of an
        emergency) to make such repairs, alterations or do such other work as may be reasonably
        required by the Landlord and to keep and maintain the Leased Premises in the condition and
        state of repair required pursuant to this Lease, then the Landlord may make such repairs and
        alterations and do such work at the expense of the Tenant.

7.04    Tenant Responsible for Damage

The Tenant shall be responsible for any damage to the Leased Premises tthe Term and shall (unless
otherwise expressly stated or provided herein) rebuild, repair and reinstate the Leased Prcordance with
this Lease.

7.05    Tenant not to Request Local Improvements

The Tenant shall not, without the prior written consent of the Landlord, request nor cause to be requested
by application or otherwise to any local authority, municipality other person, firm, business or
partnership the making of further improvements to the Leased Premises or to any neighboring lands
which if made would create a charge, levy or assessment upon the Leased Premises that would survive
                                                     -7-


the expiry or other termination of this Lease. The Tenant hereby agrees, if such improvements are made,
to pay to the Landlord the full remaining amount of such charge, levy or assessment on the expiry or
other termination of this Lease.

7.06    Tenant to Comply with all Legal Requirements

During the Term the Tenant shall at its cost and expense comply with all legal requirements affecting the
Leased Premises ncluding any which require the making of unforeseen or extraordinary changes to the
Leased Premises.

The Tenant shall abide by all by-laws, legislative and regulatory requirements of any governmental or
other competent authority relating to the business conducted on the Leased Premises and shall
indemnify, protect and save the Landlord harmless from all costs or charges incidental thereto, or
damages or penalties by reason of breach thereof.

7.07    Tenant to Share Existing Parking

During the term hereof and any renewals thereof, the Tenant shall share the existing parking with the
[Landlord/other tenants of the building in which the Leased Premises are located] which parking is
located in the vicinity of the Leased Premises.

7.08    Landlord Entitled to Inspect

The Landlord, its agents or servants, may at all reasonable times, upon reasonable notice (or without
notice the case of an emergency), enter the Leased Premises ewing the state of repair of the Leased
Premises repair thereon or to show the Leased Premises sers, mortgagees or insurers (or during the last
year of the Term to prospective tenants) or to exercise any of the rights or obligations of the Landlord
under this Lease.

7.09    Covenant to Discharge Liens

If any builder’s lien or similar lien is filed or registered against the Leased Premises at any time as a result
of the Tenant or any persons, individuals or corporation, claiming through, under or by virtue of the
Tenant, the Tenant shall procure its discharge within thirty (30) days after the lien has come to the notice
of the Tenant, provided however, that if the Tenant desires to contest in good faith the amount or validity
of the lien and shall have so notified the Landlord, and if the Tenant shall have paid into Court to the
credit of any lien action the amount required to have the lien discharged plus costs if required, then the
Tenant may defer payment of such lien claim for a period of time sufficient to enable the Tenant to
contest the claim with due diligence, provided always that neither the Leased Premises nor the Tenant’s
leasehold interest therein shall thereby become liable to forfeiture or sale. The Landlord may, in its sole
discretion, if the Tenant has failed to do so within such thirty (30) day period, pay into Court the amount
required to discharge any lien filed or registered at any time against the Leased Premises and any amount
paid by the Landlord in so doing together with all reasonable costs and expenses of the Landlord,
including its legal costs on a solicitor-client basis, shall be paid to the Landlord by the Tenant forthwith
upon demand.

7.10    Covenant to Notify of Damage

The Tenant covenants to further notify the Landlord upon any damage occurring to the ses and 
								
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