Docstoc

401_9th_Ave_SW__Calgary__Gulf_Square

Document Sample
401_9th_Ave_SW__Calgary__Gulf_Square Powered By Docstoc
					   PORTFOLIO AGREEMENT PRECEDENT



TELECOMMUNICATIONS          LICENSE AGREEMJB::NT




                  BETWEEN




    The Great-West Life Assurance Company
                      and
        London Life Insurance Company

          (Collectively, the "Licensor")

                     -and   -


       TELUS Communications Company

                (the "Licensee")




                  BUILDING:
            "Gulf Canada Square"
             401 -9th Avenue SW
               Calgary, Alberta


                    DATE:
                  June1, 2007
                                                                         INDEX

Section                                                                                                                                                     Pa!!eNo.

Information Page                                                                                                         "       '."' ' '.
1.    Definitions                                                                                                                  "                                1
2.    Grant                                                                                                                        "...                             3
3.   Fees                                                                                                                '..'.'..."".".'..'           '.."..'       5
4.   Tenn -Option to Renew                                                                                                         "                                5
5.   Use                                                                                                                                                            5
6.   Electric Utilities                                                                                                            "                                5
7.    Construction                                                                                                                 "                                6
8.    Covenants                                               '.'             '.'.'.'.'.'.'.'.'.'.'.'."...'.'       '                                               8
9.   Access                                                                                                                                                        10
10. Insurance                                                                                                                      "                               10
11. ReleaseBy Licensee                                                                                                             "                                1
12. Consequential
13. Liens             Damages                                                                                                                                      12

14. Assumptionof Responsibilityand Control                                                                                                                         12
15. Assignment,Sublicensing,Encumbering,Sharingof Space        and Equipmentby the J:"icensee                                                                      12
17. Eventsof Default -Termination Remedies
16. Hazardous Materials                    '.'.' ' '.'.'.'.'.'."'.".'.'.'.'.'.'...'                                                                                13

19. Restoration
18. Licensor's Obligations
20. Notices Alterations                                                                                                                                            15


21.                                      Property
      Licensee'sEquipmentto RemainPersonal                                                                                                                         15
22.   License Only                                                                                                                                                 15
23.
24.   Limitation of Liability
      Specific TerminationRights                                                                                                                                   16

25.   EstoppelCertificates                                                                                                                                         16
26.
27.   SeveralObligations .'.'..'.'..'.'...".'.'.'.'.".'.'.'.'.'.'.'.'.'."'.'.,.."."
      Licensor'sAuthority-Non-Recourse                                                                        ,.,.,.,..,..."".,..,..,..,."                         16

28.   Entire Agreement                                                                                                                                             17
29.   Licensee'sRepresentation                                                                 '.'.'.'..'...'.'      '...".'      ".'..'..'."..'..'                17
30.   Force Majeure                                                                                                                                                17
31.   Implied Waivers.'.".'.' "'."".'.'.'.'.'                '.'.'.'.'...'.'.'.'.'.'                '.'.'.'.""..."'.'.."".'..""                                    17
32.   Severability                                                      '      '.'.'.'     '       '."..'.' " '."'."                                               17
33.   GoverningLaw                                                                                                     ,                                           17
       A"      AREA
SCHEDULE" DEEMED
       "B"           EQUIPMENT
SCHEDULE COMMUNICATIONS
       "C"        EQUIPMENT
SCHEDULE CONNECTING
      "I"        COSTS
EXHIBIT RECOVERABLE




                                                                                                                                                                        ~
                                                                                                        Page IP

                                            INFORMATIONPAGE
This page sets out information which is referredto and fonns part of the TELECOMMUNICATIONS LICENSE
AGREEMENT madeas of the 21st day of September,      2009 between               Life AssuranceCompanyand
                                                                  The Great-West
London Life Insurance Company, collectively as the Licensor and TELUS CommlmicationsCompany as the
Licensee.


The information is as follows:
Building: The building known as "Gulf CanadaSquare"having the municipaladdressof 401 -9th Avenue SW in
the City of Calgary,and the Province of Alberta.
Floor Area of DeemedArea: 91 SquareFeet.
           Date: the 1st day of June,2007.
Commencement
LicenseFee:
(a) during the period from June 1, 2007 to and including May 31, 2008, the annual sum of three thousandtwo
hundredand sixty-five dollars and eight cents($3,265.08)calculatedbasedon the ann\1al rate of thirty five dollars
and eighty-eightcents($35.88)per squarefoot of the Floor Area of the DeemedArea: atid
(b) during the period from June 1, 2008 to and including May 31, 2009, the annual sum of three thousandthree
hundred and forty-six dollars and ninety-eight cents ($3,346.98)calculatedbased on Ithe annualrate of thirty six
dollars and seventyeight cents($36.78)per squarefoot of the Floor Area of the DeemedArea: and
(c) during the period from June 1, 2009 to and including May 31, 2010, the annual sum of three thousand four
hundredand thirty dollars and seventycents($3,430.70)  calculatedbasedon the annualrate of thirty sevendollars
and seventycents($37.70) per squarefoot of the Floor Area of the DeemedArea: and
(d) during the period from June 1, 2010 to and including May 31, 2011, the annual sum of three thousandfive
hundred and sixteendollars and twenty-four cents ($3,516.24)calculatedbased on the annualrate of thirty-eight
                                                                                       and
dollars and sixty four cents($38.64)per squarefoot of the Floor Area of the DeemedArc~a:
(e) during the period from June 1, 2011 to and including May 31, 2012, the annual sum of three thousand six
hundredand three dollars and sixty cents($3,603.60)calculatedbasedon the annualrate of thirty-nine dollars and
sixty cents($39.60)per squarefoot of the Floor Area of the DeemedArea:

Notices:      Licensor                                        Licensee
             The Great-West Life AssuranceCompanyand                              Company
                                                              TELUS CommunicatiO]1S
             LondonLife InsuranceCompany                             Road
                                                              90 Gough
             c/o GWL Realty AdvisorsInc.                      Markham, ON
             401- 9th Ave SW, Suite 185                       L3R 5V5
             Calgary, AB T2P 3C5                              Attention: Manager, Bllilding Access
             Attention: PropertyManager(GCS)
             And a copyto the Licensor
             c/o GWL RealtyAdvisors Inc.
             330 University Avenue, Suite 300
             Toronto, ON M5G 1R8
             Attention: ManagerREBS (Gulf CanadaSquare)


Prime RateReferenceBank: The Toronto DominionBank.
RenewalTerm: One (1) period of Five (5) years.
                                           Date,and endingon the 31st day of May, 2012
Th!m: The period starting on the Commencement




                                                                                                                    ~
                                                                                                         Page1


                            TELECOMMUNICATIONS LICENSE AGREEMENT


This License Agreementmadeasofdris 21stday of August,2009

BETWEEN:

                                   The Great-West Life Assurance Company
                                                         and
                                       London Life Insurance Company

                                                                                                the
                                                                                     (hereinafter "Licensor")

                                                        -and-



                                                        Company
                                      TELUSCommunications

                                                                                                the
                                                                                     (hereinafter "Licensee").

1:               DEFINITIONS
In this Agreementthe capitalizedterms appearinghereinshallmeanthe following:
"Aff"lliate": a companythat is affiliated with anotherwithin the meaningof the Canada        CorporationsAct.
                                                                                     Elusiness
                                its                       and
"Agreement": this agreement, Exhibits and Schedules InformationPage.

"Broadcasting": any transmissionof programs, whether or not encrypted,by radio waves or other means of
                 for
telecommunication receptionby the public by meansof anydevice.
"Building": the building situatedon the Lands;municipally describedon the InformationPage.
                                         Sunday,or a statutoryholiday of generalobservance the Province in
"BusinessDay": a day that is not Saturday,                                               in
which noticesare sentor delivered.
"Cable": fibre optic, coaxial, coppercablesand wires.
                                                  Date on the InformationPage.
"CommencementDate": the datestatedasthe Commencement
"Communications Equipment": cabinets,racks, electronic equipmentand other eqlllipmentthat (i) have been
                                                      of
installed by the Licenseeor a corporatepredecessor the Licensee,before the date o:fthis Agreement, or (ii) are
installed, or are to be installed by the Licensee,in the DeemedArea as describedin ~;chedule"B", and (iii) such
other equipmentas may be installed by the Licenseeduring the Term and RenewalTerm, as approved by the
Licensorin accordance    with Section 7.
"Communications Spaces": telecommunications                                         by
                                              pathwaysand cable pathwaysdesignJrted the Licensor, acting
reasonably,for use by the Licenseeto provide Servicesto tenantsand occupantsof the Building and such other
                                                                                         in
pathwaysused by the Licenseeduring the Term and RenewalTerm as approvedby the :Licensor accordancewith
Section7.
"Connecting Equipment": the Cables,fibre guides,fibre entrancecabinets,  fibre patchpanels,conduits, inner ducts
                                                                                                 of
and connectinghardware that (i) have beeninstalled by the Licenseeor a corporatepredecessor the Licensee
before the date of this Agreement,or (ii) are describedin Schedule"C" and are instalted,or to be installed by the
Licensee,throughthe EntranceLink, and the Communication             and (iii) suchotlJler
                                                              Spaces,                   connectingequipmentas
may be installed by the Licenseein the Building during the Termand Renewal   Term, as approvedby the Licensor in
accordancewith Section7, that is connectedto the EntranceCable, Main Distribution Frame, Communications
Equipment,or Cable or that is usedto houseor carry Cable.
"Consumer Price Index": (All Items for RegionalCities,baseyear 1992=100)for the (:ity in which the Building is
                                  Price Index for that city, for the city in Canadane~lTest Building for which
located, or if there is no Consumer                                                      the




                                                                                                                    ",
                                                                                                            2
                                                                                                         Page


                                                                                   or
there is a ConsumerPrice Index published by StatisticsCanada(or by a successor other governmentalagency,
including a provincial agency). If the ConsumerPrice Index is no longer published, an index published in
substitution for the Consumer Price Index or any replacement                   by
                                                               index designated the Licensor,acting reasonably,
will be used. If a substitutionis required, the Licensor will make the necessary conversions. If the base year is
changedby StatisticsCanadaor the applicablegovernmental             the
                                                             agency, necessary   conversionswill be made.
                                                                              and
"Cross Connection": the connectionof one wire or cable underthe management control, or ownershipof one
                                                and
party to a wire or cable underthe management control or ownershipof another,by ~lnchoring    eachwire or cable
to a connectingblock and placing a third wire betweenthe two, or by any othermeans,and any other connectionof
the telecommunications                                 that
                          systemor any of its components is underthe management,   control or ownershipof one
party to that of another,or any of its components.
"CRTC": the Canadian                and               Commission,or any ~iuccessor
                    Radio-television Telecommunications                         body thereto.
                                          A",
"DeemedArea": the areadescribedin Schedule" andas maybe relocatedasprovide:dfor in Section2(e). .
"Entrance Cable": the Cable installed or to be installed by the Licensee that connects the Licensee's
telecommunications                                                                 Equipmentand to the Main
                    network from the property line of the Landsto the Communications
Distribution Frame and includesthe tie Cablesbetweenthe Communications    Equipmentand the Main Distribution
Frame.
                                                                                         by
"Entrance Conduit" the pipe or racewayinstalled or to be installed,above or below !:Tound, the Licensor,the
Licenseeor someother TSP from the property line to the EntranceLink
                                                               by
"Entrance Link": the coresleeve,or other penetrationdesignated the Licensor, acting reasonably,through the
Building's foundationwalls or elsewherecontainingthe EntranceCable.
"Equipment Room": the areacontainingthe Main DistributionFramefor the Building.
"Event of Default": definedin Section17.
                                               Equipmentinstalledbeforethe dateoj:this Agreement.
"Existing Equipment": thatpart of the Licensee's
"Fee": any amountpayableby the Licenseeunderthis Agreement.
                                        that
"Hazardous Substance": any substance is controlledby, regulated,or restrictedunderthe laws of the Province
in which the Building is situated or under the laws of Canada,including any regulations, guidelines, policy
statements and restrictionspertaining to the protection of the naturalenvironment,qwuity of air, water and other
aspects of the environment and including but not limited to polychlorinated biphenyl's, asbestos,and other
substances                                                   or
           commonlyreferredto as pollutants,contaminants hazardous      substances.
"In-Building Wire": as defined by the CRTC constitutescopperwires, Cableand otherfacilities which originatein
the EquipmentRoom and run to the telephonecloseton eachfloor and thereafterto but not within the premisesof
                        in
the tenant'sor occupants the Building.
                                     to            as
"Information Page": the sheetattached this Agreement "PageIP".
"Inside Wire": wires and other facilities which are usually in, or in proximity of, premises of the tenants or
         of
occupants the Building, and which are underthosepersons'or entities'responsibilityand control.
"Lands": the landsoccupiedby the Building.
"LEC": a local exchangecarrierregulatedby the CRTC.
                                        Equipmentandthe Connecting
"Licensee'sEquipment": the Communications                         Equipmetlt.
"License Fee": the annualsumsstatedasthe LicenseFee on the InformationPage.
"Main Distribution Frame": the main distribution frame or other physical location foJ:the Cross Connectionof a
TSP'sEntranceCableto the In-Building Wire locatedin the Building.
"Multi-Dwelling Unit Building": as defmed by the CRTC in DecisionPN2003-45collStitutinga building with at
leasttwo units and at leastone unit occupiedby a tenant
                                                                                                            Page3


"Plans and Specifications": the working drawings, plans, specifications,and other applicable construction or
installationplans referredto in Section7(a).
"Prime"; the rate quoted from time to time as its "Prime Rate" for commercialloansin the City in Canadawhere the
Licensor's head office is situated,by the bank indicated on the Information Page,as the "Prime Rate Reference
Bank".
"Recoverable Costs"; the costsand expenses    particularized on Exhibit "1" for buildulg servicesrequestedof the
Licensor by the Licenseeor causalto the Licensee'sconstruction  and installationactivities relating to the provision
of the Servicesin the Building. However,RecoverableCostsshall not include costs that would be incurred by the
Licensor in any event, costs that have alreadybeenincurred by the date of executionof this Agreement,the costs
associatedwith the negotiation,management,   administration,monitoring and enforcementof this Agreementor of
other agreements with TSPs, or (exceptfor chargesfor servicesidentified in Exhibit" 1" and provided by the Riser
Manager)fees in relationto a RiserManager.
"ReleasedLicensor Persons";the Licensorand Licensor(s)and propertyand assetman:igerof the Building and any
lender that holds security on the Building, and the respectiveofficers, directors,employeesand agents,of all and
any of them.
"Renewal Term": the renewalterm(s)noted on the InformationPage.
                                                                                    ,md
"Riser Manager": a personor entity retainedby the Licensorto provide management supervisionservices for
all or part of the raceways, risers, ducts, conduits, sleeves, communications pathways (including the
CommunicationsSpaces), roof areasand othertelecommunications  relatedfacilities in 0]['servingthe Building.
"Services"; the telecommunications or other communications services to be provided by the Licensee to tenants or
occupants in the Building.
"Term": the period of time statedasthe Term on the InformationPage.
"TSP": a telecommunicationsor other communicationsservice provider, including without limitation Internet
serviceprovidersand hydro companies.

b                GRANT
        (a)                                                                                Licenseefor the Teml, a
                 the Licensorgrants,to the extentthat it is ableto grant suchrights, to 1:he
                 non-exclusivelicense:
                 (i)      to install, operate,maintain,repair, improve, replace,and remove, at the Licensee'ssole
                          expense and risk, the Entrance Cable, Communications Equipment, Connecting
                          Equipment,and Cable;
                 (ii)     to usethe EntranceLink, Main Distribution Frame,Communications      the
                                                                                        Spaces, Deemed
                          Area and the Equipment Room;
                 (iii)    to connect the Entrance Cable to the CommunicationsEquipment and to the Main
                          Distribution Frame;and
                 (iv)           the        Equipment the In-Building Wire andlInside Wire,
                          connect Licensee's       to
        (b)                                           to
                 The Licenseeshallbe providedaccess the commonareasof the Lands(including commonareas
                 licensed to third parties on a non-exclusivebasis) and Buildings in order to exercise its non-
                 exclusivelicense,twenty four hoursper day, threehundredand sixty five daysper year subjectto:
                 (i)                             securityrequirements;
                          the Licensor'sreasonable
                 (ii)     reimbursementof the Licensor's reasonablecosts incurre.:l for providing access as
                          provided in Section9(b);
                 (iii)                         as
                          the notice requirement provided in Section9(b); and
                 (iv)     an eventof ForceMajeureasprovided in Section30.




                                                                                                                       ¥
                                                                                                         Page4


(c)         The Licenseeshall use the EquipmentRoomand DeemedArea for tile sole purposeof providing
                                                                                    forbidden to serve
            Servicesto tenantsand occupantsin the Building. The Licenseeis ~:xpressly
            otherpropertiesfrom the building.
            In the eventthat the Licensorintendsto substantially                     or
                                                                demolish,recon~:truct, redevelopa portion
            of the Building which effects the EquipmentRoom and/or the DeemedArea, then the Licensor
            shall be permitted to require the Licenseeto relocateits equipmenton not less than one hundred
            and twenty (120) daysnotice. Where the Licenseehas a needto provide ongoing Servicesduring
            the reconstructionor redevelopment,at the time of delivering such a notice the Licensor shall
            designatean alternative location for the DeemedArea (the "Replacement   Deemed Area") which
            area shall in all material respectsbe similar to the Deemed Area and be appropriate for the
            Licensee's use.
            The costs of such relocation shall be borne by the Licensee in its Dlon-incumbent territory (i.e.
                                         as
            where the Licenseeoperates a Competitive Local ExchangeCarrier, CLEC), as defined by the
            CRTC, unless the relocation is primarily to accommodatethe requirements of another
            telecommunications                                                    be
                                 serviceprovider in which casethe Licenseewill Dlot required to pay any of
            the relocationcosts.
            It is further understoodthat where the Licenseeis the IncumbentLocal ExchangeCarrier (ILEC)
            meaning that the Licensee once provided monopoly local telephone service prior to the
            introduction of competition, the Licensee's out of pocket expensesof the relocation shall be
            shared equally by the Licensor and Licenseeunlessthe relocation is-primarily to accommodate
            another telecommunications    serviceprovider in which casenone of tlie cost will be borne by the
            Licensee.Upon written requestfrom the Licensorthe Licenseewill provide, within fifteen (15)
            days, at a minimum two written quotesfor the costsof the relocation.Upon the receipt of the two
                                         the
            quotesthe Licensorreserves right to cancelthe relocationrequest.
(d)                                                            that
            The Licensormakesno warranty or representation the EquipmentRoom, DeemedArea, the
            Communications         the
                            Spaces, In-Building Wire, the Inside Wire, or an:,!part of the Building or the
                                                                          use.
            servicesor equipmentthereinis or are suitablefor the Licensee's
(e)         The Licensormay grant, renewor extendsimilar licensesto othersuppliersof telecommunications
                                                          is
            services.The Licensegrantedby this Agreement revocableonly in iiccordancewith the express
            terms of this Agreement.
(t)         The Licenseeagreesto take reasonable    stepsto assistthe Licensor i:n improving the spaceand
            operatingefficiencies within the Building by undertakingthe followirlg, at the Licensee'scost, at
            the requestof the Licensorand within timeframesapprovedby the Lic~:nsor,    actingreasonably:
            (i)         identifying ExistingEquipment;
            (ii)        upon reasonablerequest from the Licensor, in order to achieve improved space and
                        operating efficiencies in connection with specific cases,~:xamining, identifying and
                        labelling specific itemsof ExistingEquipment;
            (iii)       relocating, reconfiguring and improving space and operating efficiencies related to
                                                                                      of
                        Existing Equipment in accordancewith the reasonablere<;luests the Licensor, but
                        subjectto Section2(c); and
            (iv)        upon requestfrom the Licensorand with reasonable                   in
                                                                           time to re'spond the circumstances,
                        providing to the Licensor on a confidentialbasisits existing available information on its
                        ExistingEquipment,e.g. concerning                                   materialsused in the
                                                            types of wiring, wiring C:iSings,
                        Existing Equipment,sizes,capacities  and other information,where that other information
                        may be required havingregardto building code,building safety,fIre code, fire safety or
                        similar governmental              or                   of
                                             requirements the requirements the Licensor'sinsurers.
      (g)           The relationship between the Licensor and the Licensee is solely that of independent
                    contractors,and nothing in this Agreementshall be construed to constitute the parties as
                                                                                                             Page5


                                       partners,
                      employer/employee,       joint venturers,co-ownersor othenviseas participantsin a joint
                      or commonundertaking.

~
         (a)      The Licenseeagreesto pay the LicenseFeeto the Licensor annually in advancewithout any set-
                  off, deductionor abatement  whatsoever(but subject howeverto the provisions of Section 18(c)
                  regardingthe refund of LicenseeFeesor otherFeesin the eventofternrlination).
         (b)      The Licenseeshall also pay to the Licensor any RecoverableCostsplus an administrationfee of
                  15%incurred by it within sixty (60) days after receipt of eachitemized invoice, without deduction
                  or setoff.
         (c)      Interest will accrue at that rate of interest that is three percent (3%) greaterthan Prime on any
                  arrears of Feespayable by the Licensee,and will be payable when payment of the interest is
                  demanded.
         (d)      Value added taxes and similar taxes such as "HST" or "GST" are pa~rableby the Licensee on all
                  Fees.

.4.:.                        TO
                  TERM-OPTION RENEW
         (a)                                                       Date and e:JCpires the date stipulated
                  The Tenn of this Agreementstartson the Commencement              on
                  on the Infonnation Page.
         (b)      Provided that the Licensee:
         (i)                                                     and
                  hasnot beenduring the Tenn of this Agreement is not at the time of giving notice, in material
                                                                                           uncured at the time
                  default of any of its obligationsunderthis Agreement(which default:remains
                  of the notice); and
         (ii)     gives the Licensorat leastonehundredand twenty (120)days written notice prior to the end of the
                  Tenn or a RenewalTenn of the Licensee'sintentionto renew,
        the Licenseeshall be entitled to renew for the RenewalTenn(s). Each RenewalTenn will be governedby
        the sametenDS    and conditions set out herein exceptfor: (i) any further right to renew; section2(f), which
        shall ceaseto be in effect at the end of the first tenDunless continuationis agreedto by both parties, in
        which caseboth parties will initial this section,and (ii) the LicenseFee,which will increaseat the start of
        eachRenewalTenn by a percentage                                 of
                                               equalto the percentage the increasein the ConsumerPrice Index
        from the Commencement     Date or the start of the previousRenewalTenn (if an;,)as the casemay be, to the
        start of the applicableRenewalTenn.

~                 USE
The Licensee shall use the Building CommunicationsSpaces,Deemed Area and the Equipment Room in the
Building solely for the purpose of providing Servicesto the tenants or occupantssinlated in the Building. The
Licensee must be properly certified or licensedby the appropriategoverningbodies to provide its Services. This
Agreementdoes not provide for the installationor operationof any fonns and types of rooftop or building exterior
communicationsequipmentor wirelesscommunications      equipment.

.§::.             ELECTRIC UTILITIES

The Licensor may estimate,acting reasonably amount of electricity consumedby 1heLicensee which amount
                                                  the
plus an administrationfee of fifteen percent(15%) of the amountshall be paid by the Licenseewhen it is billed.
Alternatively, the Licenseemay install a meterat its costand in that caseit will pay for its electricity consumption
                                                                                                                       +
directly to the utility supplier or to the Licensor,basedon actualmeterreadings. The L:icensor  shalluse reasonable
commercial efforts to notify the Licensee in advanceof any planned utility outages1hatmay interfere with the
Licensee'sEquipmentuse but shall not be responsiblefor any losses,costsor expenses       suffered as a result of any
such outagesproviding reasonablecommercialefforts to provide advancenotice of slJchplanned utility outages




                                                                                                                           ~
                                                                                                           Page6



were taken. The Licensor has no obligation to provide emergencyor "backup" pclwer to the Licensee. Any
                      or
provision of emergency "backup" power shallbe the sole responsibilityof the Licens~:e.

1:              CONSTRUCTION

        (a)     Subjectto what is statedbelow, and unless otherwisewaived by tile Licensor in writing upon
                written request by the Licensee, prior to perfonnance of any work, or the making of any
                installation,and prior to changes,                         to
                                                    alterationsor upgrades anyexistiIlg work or installationin the
                Building (collectively the "Proposed Work"), the Licenseeshall, at its sole cost and expense,
               prepareand deliver to the Licensorworking drawings,plans and specificationsfor the work or
                installationdetailing the type, sizeand location of the Licensee's             that
                                                                                   Equi]pment is proposedto be
                installed, altered or removed,the CommunicationSpacesto be us(:d by the Licensee and the
               Deemed Area, all specifically describing the proposed constructio:tland work. All working
               drawings, plans and specificationsmust be prepared in accordancewith applicable codes and
               engineeringstandards,    and will be consideredas part of the Plans arid Specificationswhen they
                                                                                               until
               have beenapprovedby the Licensor, in writing. No work shall COIn111enCe the Licensorhas
               approved, in writing, the working drawings,plans and specifications,and any other applicable
               constructionor installationplans. The Licensor shall provide,_upon      vvrittenrequest,the Licensee
                                                                                         a
               with written reasonsin any casewherethe Licensordoes not approve: requestfor any Proposed
                                                                              is             a
               Work. The Licensor'sapprovalof Plansand Specifications not deeIJlled representation the       that
               Licensee'sEquipmentwill not causeinterferencewith other systemsin the Building or that the
               Plans and Specificationscomply with applicablelaws, rules or regulations. That responsibility
               shall remain with the Licensee. Despitewhatis statedabove,only an initial "Bay Layout" will be
               required in respectof equipment     intendedto be installed in the racksinstalled inside the Deemed
               Area and, technicalspecificationsin respectof that equipmentwill not be required to be provided
               in connectionwith subsequent     ProposedWork in the racksinstalled irlSidethe deemedarea, other
                                                               by
               than specificationsrelatingto heatgenerated the equipment                       consumption.
                                                                                 and ele<:trical
       (b)     The Licenseewarrantsthat, except for the Existing Equipment,the installation of the Licensee's
               ConnectingEquipment,EntranceCableand Cable shallbe in strict compliancewith the approved
               Plansand Specifications.
       (c)     The Licenseeagreesthat installationand constructionshallbe performl~d:
               (i)                           good, andworkmanlikemanner;
                        in a neat,responsible,
               (ii)                      with suchreasonable
                       strictly consistent                            as
                                                           requirements shall be imposedby the Licensor
                                           in       to           in
                       and communicated advance the Licensee writing;
               (iii)                with all applicablelaws,codes,rules and regulations;and
                        in accordance
               (iv)    using only contractorsapprovedin writing by the Licensor, acting reasonably(it being
                       acknowledged    that, without limitation, a lack of or incompatible union affiliation of a
                       contractoris a reasonable basisfor failing to approvea contrac;tor).
       (d)                                                                           or
               The Licensee shall label each Cable installed by the Licensee OJJl after the date of this
               Agreementin the Communications               in
                                                   Spaces, eachtelephone closet through which the Cables
               pass, and, in addition, at any intervals and at additional locations that the Licensor might
               reasonablyrequire. The labelling will be in a formatapprovedby the Licensor actingreasonably.
       (e)     The Licensee shall obtain, at its sole cost and expense,prior to constructionand work, any
               necessary  permits,licensesand approvals,copies of which will be deliveredto the Licensor prior
                                   of
               to commencement constructionand work. The Licensee'sEquipJ!l1ent          shall comply with all
               applicablestandards   including safety,as may be periodicallyrevised by any governing body with
               jurisdiction overthe Licensee's operations.Wherepermits are required,the Licenseeshall provide
               the Licensorwith copiesof all inspection                              completion.
                                                         certificatesuponconstructioIJ.
       (t)                                                                       to
               The Licenseeshall not, during constructionor otherwiseblock acces~: or in any way obstruct,
               interfere with or hinder the use of the Building's loading doc1:s,halls, stairs, elevators,
               Communication          the
                              Spaces, sidewalksaroundthe Building or anyentr~mce    ways.




                                                                                                                      ,.-
                                                                                                          Page7


(g)                                                      the
              The Licenseemay amend or supplement Plans and Specificationsapprovedby the Licensor,
              from time to time, with the prior written consentof the Licensor, for tile purposeof servingtenants
                             of
              and occupants the Building. All termsand conditionsof this Section7 shall apply.
(h)           Prior to the installation of any additional Licensee's Equipment under this Agreement, the
              Licenseewill also provide to the Licensor whateverinformationthe J:"icensor  reasonably  requires
              concerningtypes of wiring casings,  materialsused in the Licensee'sEquipment,sizes, capacities
              and other information which may be requiredhaving regardto buildulg code, building safety, fire
              code, fire safety or similar governmentalrequirementsor the reqlilirementsof the Licensor's
              insurers. From time to time at reasonable  intervals, the Licensor fllay require the Licenseeto
              update the information referred to above in connectionwith the Li.::ensee's  Equipment and the
              Licenseewill completethe update by confmnationin writing no late:rthan fifteen (15) Business
              Days after written request.
(i)             Sharing of Resourcesby Licenseeand Other Providers
              (i) In this Section7(i), "OtherProvider"meansa TSP otherthanthe J:"icensee. LicenseeThe
                                    and
                   acknowledges agreesthat it is awarethatEntranceConduitsmay have beeninstalled by
                   the Licensoror by an OtherProviderand may alreadycontainCablesand/or equipment
                  belongingto one or more OtherProviders. Prior to pulling anyCablesthrough, or installing
                   any ConnectingEquipmentin, anyEntranceConduit,the Licensec,                     and
                                                                                         covenants agreesto
                   (A) act diligently in obtainingavailableinformationto determine';vhatOtherProvidershave
                  Cablesor equipmentin the EntranceConduit,and (B) notify the Licensor in writing
                   concerning                                         the
                                thoseOtherProviders,and concerning Licensee's        illtention to pull Cable
                   throughthe EntranceConduit. The Licensorwill advisethe Licenseein writing of the
                   identity of any OtherProvidersthathaveCablesand/orequipmemin the EntranceConduit, of
                                                                               that
                   whomthe Licensoris awarebut the Licenseeacknowledges tlle Licensor may not have
                   completeinformation or readilyaccessible   information,andthe Licensorwill not have any
                                           or
                   liability for inaccurate incompleteinformation. The Licensee~rill thereafter     provide
                  written notice of the Licensee's proposedinstallationto eachsuchOtherProvider, and provide
                  a written copyof eachsuchnotice to the Licensor,requesting     eaclJI suchOther Providerto
                  respond,in writing, within tenBusiness   Days of its receiptof the aforesaidnotice if the Other
                  Providerhas any concernwith or objectionto the Licensee's    proposedinstallation.The
                                               and
                  Licenseefurthercovenants agrees        that, if requiredby Other Provider in accordance    with
                  the aforesaidnotice, the Licenseewill delaypulling its wiring and!'orcabling through, or
                  installing any ConnectingEquipmentin, the EntranceConduit until a representative the    of
                  Other Provideris present.
      (ii)                                                                             (i)
                     In the eventthat an Other Providerthat hasreceiveda notice UJtlder abovefails to
                 respondto suchnotice within tenBusiness   Days as thereinsetout or, ifhaving responded to
                 the foregoingnotice,the OtherProviderfails to makea representa1:ive  availableduring such
                 installationwithin a reasonabletime, thenthe Licenseemay, at its option, proceedwith the
                 installationthroughthe EntranceConduit.
      (iii)           If the Licenseereceives                                           to
                                             notice of the intentionof an OtherPro'lTider install Cable or
                 equipmentin an EntranceConduit in which the LicenseehasinstaJ.1ed     Cable or equipment,
                 and the Licenseehas any concerns    with the sharingof the Entrancc~Conduitin which it has
                 installedCable it will provide a written explanationof the concem~within ten BusinessDays,
                                                             to                     the
                 failing which the Licenseewill be deemed haveno objectionstG' sharingof the Entrance
                 Conduit.
      (iv)                                  that
                 The Licenseeacknowledges (A) the Licensorwill haveno obligation or liability
                 regardingCable and/orequipment  installedby the Licenseein anyEntranceConduit; (B) the
                 Licensormay permit OtherProvidersto shareanyEntranceConduit with the Licenseeif it
                                        to             or
                 gives due consideration any concerns objectionsof the Liceruleethat are setout in
                 writing within the tenBusinessDay period referredto above,and it actsreasonably.




                                                                                                                    ...
                                                                                                     Page8



t         COVENANTS

    (a)                       as
          The Licenseecovenants follows:
          (i)      The Licenseeshall, at its sole cost and expense,maintain Blfidrepair the DeemedArea
                   and the Licensee's Equipment in proper operating condition and maintain them in
                   satisfactoryconditionasto safety.
          (ii)     The Licensee shall, at its sole cost and expense,repair allY damageto the Building,
                   Communications    Spaces  and any other propertyowned by tile Licensor or by any lessee
                   or licenseeof the Licensor or by any other occupantof the Building where suchdamage
                   is causedby the act or negligenceof the Licenseeor any of its agents,representatives,
                                                            or
                   employees,contractors,subcontractors, invitees. If the Licensee fails to repair or
                                         the
                   refinish the damage, Licensor may repair or refinish suc:h       damageand the Licensee
                   shall reimbursethe Licensorall costsand expenses    incurred :Insuchrepair or refinishing,
                   plus an administrationfee equal to fifteen percent (15%) of those costs. This Section
                                                                                    Agreement.
                   8(a)(ii) shallsurvivethe expirationor earlier tenninationof t1:lis
          (ill)    The Licenseeshall not disrupt, adverselyaffect, or interfere with the use and enjoyment
                                                                or
                   of the Building by the Licensor or by lessees, licenseesof the Licensor or tenantsor
                   occupantsof the Building or other buildings. If suchinterferenceoccurs, the Licensor
                   may give the Licenseewritten notice thereofand the Licenseeshall correctsameas soon
                   as possible but not more than forty-eight (48) hours afteJrreceipt of notice. If the
                   Licenseefails to correctthe conditionsafter proper notification, the Licensor may take
                   any actionthe Licensordeemsappropriateto correctthe conditions, all at the cost of the
                   Licensee,                      fee
                            plus an administration equalto fifteen percent(:l5%) of those costs
           (iv)    The Licensee'sEquipment shall not disrupt, adverselyaffi~ct, or interfere with other
                   providers of communications  servicesin the Building, the Blulding's operating, elevator,
                   safety,security, or othersystems,or with any tenant'sor occupant'srights of enjoyment,
                   including their respectiveuse or operation of communicationsor computer devices or
                   with the systems, facilities, and devices situated in neighbouring properties. The
                                                           as
                   Licenseeshall correct suchinterference soonaspossible but not more than forty-eight
                   (48) hours after receiving written notice of such interferen<:e.If the Licensee fails to
                   correctthe conditionsafter proper notification, the Licensor may take any commercially
                   reasonable actionthe Licensordeems                to
                                                        appropriate correcttlileconditions, all at the cost
                   of the Licensee,                      fee
                                   plus an administration equalto fifteen percent(15%) of thosecosts.
          (v)      The Licenseewill comply with all Building rules, as periodicllily adoptedby the Licensor
                   acting reasonably,and provided that any material changesor additionsto the Building
                                          to                                           its
                   rules are communicated the Licenseein writing, and will <:ause agents,employees,
                   contractors,inviteesandvisitors to do so.
          (vi)     The Licenseewill comply with all applicablerules and regul2ltionsperiodically issuedby
                   any and all governingbodies pertaining to the installation, :maintenance,operation and
                   repair of the Deemed Area, the Equipment Room, the Licensee's Equipment and In-
                   Building Wire, includingthe Licensee'sprovision of services.
          (vii)    The Licensee will not encumber,charge, grant a security,interest in respect of, or
                   otherwise grantrights in favour of third parties in respectof any part of the In-Building
                                                                             andl
                   Wire. Despitethe foregoing,the Licensoracknowledges agreesthat the Licenseeis
                   permittedto allow otherlocal exchange   carriersto connectto and use copperIn-Building
                                                                            to
                   Wire underits responsibilityand control and conversely, connectto and use copperIn-
                                                                                   exchangecarriers,at no
                   Building Wire underthe control and responsibilityof other 1<J,cal
                   cost.
          :viii)                                by
                   Exceptasrequiredor mandated the CRTC, the Licenseewill not permit any otherTSP
                                                                            any
                   to co-locateequipmentin its DeemedArea nor will it permi1: third party supplier to
                   Cross Connectto any of the Licensee'sEquipmentor to use:any part of the Licensee's
                                                                                               Page9


               Equipment for the purpose of providing telecommunication or similar services to
               customers in the Building.
       (ix)   The Licenseewill not use anypart of the Licensee's            as
                                                                  Equipml~nt a network hub facility,
              switch hotel, switch node, or similar facility that functions as an integral part of a
              networkwhere disruptionof the operationor use of the Licensee'sEquipmentor any part
              of it would havethe effect of disruptingserviceto personsoutside of the Building.
      (x)     The Licensee will strictly comply with all occupationalh'~althand safety legislation,
              Workers' Compensation                                      requirementsrelating to
                                       legislation, and other governmen1:al
                                                  to               as
              performanceof work and adherence safetystandards, ap'plicable.
      (xi)    If the Licensorelectsto retain a RiserManager,the Licenseewill, to the extent directed
               by the Licensor (i) recognizethe Riser Manageras the duly authorizedrepresentative    of
              the Licensor, and (ii) abide by all reasonable  policies, dire:ctionsand decisions of the
              Riser Managerpertainingto matterssuchas the use of ComtnunicationSpaces         and other
              areaswithin the Building, and the installationand operationof equipmenthaving regard
              to safety, operationaland building integrity concerns, except to the extent that such
              policies, directionsor decisionsmay be inconsistent  with the termsand conditions of this
              Agreement,in which casethe terms and conditions of this Agreementshall supersede.
              Despitethe foregoingor anythingelsecontainedhereinto the:contrary,and unlessagreed
              to in writing by the Licenseein its sole discretion,the LicerlSeeshall not be required to
              use the servicesof any Riser Manageror any otherthird part:yfor any In-Building Wire,
              or to pay for the costs of any Riser Manageror any other third party except for costs
              properly includable as Recoverable Costs and costs expressly provided for in this
              Agreement.
(b)   The Licensorcovenants:
      (i)                                                                     and
              To operate,repair and maintainthe Building and Building :systerns the Lands in a
              safe and proper operatingcondition and in accordancewith acceptedbuilding industry
                       for                                              samegeographicarea;
              standards buildings of similar age,useand condition in thc~
      (ii)    That any consentor approval of the Licensorpursuantto th~:terms of this License shall
              not be unreasonably withheld, conditioned or delayed, except as is expresslyprovided
              for; and
      (iii)   Subjectto the Licenseereimbursingthe Licensor for the Li.:ensor'sreasonablecosts in
              doing so, and subject to paymentto the Licensor of an a.:lministrationfee of fifteen
              percent(15%) of thosecosts,to cooperatewith the Licenseeto the extentreasonablein
              obtaining all necessary consents,permits and authorizationsas may be required for the
              Licensee'sconstruction,installationand operationsprovided for in this Agreement,in or
              in respectof the Building; and
      (iv)                                    Equipmentor the provision of the Servicesis interfered
              If the operationof the Licensee's
              with by the operation of other equipmentor by the activities of third parties in or in
              respect of the Building, the Licensor shall, to the exte11t   that it is commercially
              reasonable,upon being provided by the Licensee with wri.tten notice and reasonable
              particulars concerningthe nature of the interference,extend reasonableefforts to assist
              the Licenseein obtainingremoval or ameliorationof the interferencewithin a time frame
              thatis appropriatehavingregardto the natureand extentof th,~interference.
      (v)     To require any TSP with whom it entersinto a new license agreementto provide a
              substantially               to
                           similar covenant thatmadeby the Licenseein Section7(i).
      (vi)    That it has sufficient right, title and interest in the Buildulg and Lands to grant this
              License, or alternatively,if the Licensoris not the owneroftl1e Building and Lands, that
                                                             and
              it hasthe capacityto enterinto this agreement makethe gJ~t referredto in Section2.
                                                                                                    Page10


2:         ACCESS
     (a)   The Licensee'sauthorizedrepresentatives    may have accessto the E,~uipment  Room at all times
           during normal businesshours, and at other times as agreed by the parties in advance, for the
                                                                                  the
           purposesof installing, maintaining,operating,improving and repairiDlg Licensee's   Equipment.
           The Licensor will give the Licensee'sauthorizedemployeesor properly authorized contractors,
           subcontractors,and agents of the Licensee ingress and egress to the Lands, Building and
           Communications    Spaces                         use
                                     includingnon-exclusive of an elevatordllring normalbusinesshours,
           and at other times as agreed by the parties in advance. However, only authorized engineers,
           employeesor properly authorizedcontractors,subcontractors,     and agentsof the Licensee or of
           other TSP's, other authorizedregulatoryinspectors,or personsunder their direct supervisionand
           control will be permitted to enter the Building, Communications   Spaces,EquipmentRoom, or
           otherareasin the Building and only uponthe conditionsset forth in this Agreement. The Licensee
           shall be fully responsiblefor the acts or omissionsof its employeesor other authorized persons
           invited on its behalf to enterthe CommunicationSpaces,    EquipmentRoom, or other areasin the
           Building.
     (b)    Except in the event of an emergencyand as describedbelow, the Licensee will give at least
                                                                                               Spaces. At the
            twenty-four (24) hoursnotice to the Licensorof its intent to enterCoIILillunications
           time that notice is given, the Licenseeshall inform the Licensor of the namesof the personswho
                              the
            will be accessing Communications                 the        for
                                                     Spaces, reasons entry, imd the expectedduration of
           the work to be performed. For routine serviceactivationsand repair visits to the Building during
                                                        the
           normal businesshours for which purposes Licenseerequiresaccesswithout advancenotice in
            orderto meetits CRTC-mandated       serviceprovisioningand servicerepairintervals this notice may
           be given at the time of the entry, to the securityperson,or otherpersondesignatedfor that purpose
                                                        the
           by the Licensor. Any personwho accesses Building Communication            Spacesmustcarry proper
           photo ill and shall comply with any visitor badging program then ill operation at the Building.
                                       the
           Any personwho accesses Building Communication             Spaces,or any otherpart of the Building
           which the Licensordesignates    outside of normal businesshours,may be required by the Licensor
                                by                   of
           to be accompanied a representative the Licensordesignatedfor thatpurposeand the cost of
                                                     or
           providing this form of accompaniment supervisionwill be paid by 1heLicenseeto the Licensor
           based on hourly wage and employment cost (overtime or callout rates may apply) plus an
           administrationfee of fifteen percent(15%). This escortfee shall not apply if it is recoveredfrom
           tenantsthrough the operatingcosts of the Building chargedto them under their leases. In the
           event of any emergency,the Licensee shall give to the Licensor fLS        much advance notice as
           reasonably  possibleof its intentto enterthe Communications    Spacesand, within five (5) Business
           Days following the entry, shallprovide to the Licensora written reportdetailing the nature of such
                        the
           emergency, correctiveactionstaken,and any other relevantinformation.
     (c)                                                                             and its representatives
            Nothing in this Agreementshall prohibit or otherwiserestrict the Lic~:nsor
                                to
            from having access and to enterupon and into the EquipmentRoom or any DeemedArea for
           the purpose of inspections,conductingmaintenance,    repairsand alterationswhich the Licensor
           wishes to make in connectionwith the Building, or to perform any acts related to the safety,
           protection,preservation,or improvementof the EquipmentRoom, DeemedArea, or the Building
            or for such other purposesas the Licensor considersnecessary. Tile Licensor will, however,
            except in caseof an emergency, give the Licenseeat least twenty-four (24) hoursadvancenotice
                                                                      by                  of
           before entry into the DeemedArea and will be accompanied a reprt~sentative the Licenseeif
           the Licenseemakesa representative  availablefor thatpurposewithin vlIenty four (24) hoursof the
           Licensee'sreceipt of the Licensor'snotice. In the event of a_realor potential_emergency,    and
           unlessthe nature of the emergency  renderssuchadvancenotice impntcticable,the Licensor shall
           give to the Licensee as much advancenotice as reasonablypossible of its intent to enter the
           DeemedArea and, within fifteen (15) BusinessDays following the entry, if the emergencywas
           Licenseeequipmentrelated, shall provide to the Licensee,upon written request,a written report
           detailing the nature of such emergency,the corrective actions tak~:n,and any other relevant
           information.




                                                                                                                t-
                                                                                                             Page 11



!.!!:            INSURANCE

         (a)     The Licenseeshall maintain in force, at its expense,     during the Teml of this Agreementand any
                  Renewal Term, a policy of Commercial General Liability Insurance issued by an insurer
                 acceptableto the Licensor, acting reasonably,insuring the Licenseeand, as additional insureds,
                 the Licensor, any property manageror any lender that holds securi,tyon the Building that the
                                                                                              of
                 Licensor may reasonablydesignateby written notice, only in respe:ct mattersrelated to the
                 operationsof the Licenseein the Building, with a combinedsingle limit of Ten Million Dollars
                                    per              for                                           to
                 ($10,000,000.00) occurrence bodily injury or deathor physicaldamage tangible property
                                                           to
                 including loss of use,physicaldamage the Building and tangibleproperty of the Licensorin the
                 Building or bodily injury or death of the Licensor's employees,or bodily injury or death or
                                   to
                 physical damage tangible propertysufferedby any of the tenantsor occupants of the Building
                 and their employees,and/orthe customersof the Licenseeand their employeesin the Building.
                 The Licensee'sliability insurancemay be composedof any combinationof a primary policy and
                 an excess liability or "umbrella" insurance policies, will contaUl owners' and contractors'
                 protective coverage,standardnon-owned automobile coverage, contingent employer's liability
                 insurance, tenant's liability, a cross liability and severabilityof interestsclause,and be written on
                 an occurrence basis.
        (b)      The Licensee will also maintain (i) an automobile liability insurarlcepolicy, and (ii) all risk
                 property insurance on the Licensee's Equipment with a sufficient insured limit to cover its
                 replacement costsor, alternatively,the Licenseemay self insure for the full replacementcost of
                              Equipment.
                 the Licensee's
        (c)     The Licensee'sCommercialGeneralLiability insuranceshall be primary insuranceinsofar as the
                Licensor and the Licenseeare concerned,with any other insurancemaintainedby the Licensor
                being excessand non-contributingwith the insuranceof the Licenseerequired hereunderwith
                       to                                     and
                respect the extentof the negligenceof Licensee thoseover whom it is responsiblein law.
        (d)                                                         to
                The Licenseeshallprovide proof of suchinsurance the Licensorprior to commencement any          of
                constructionand notify the Licensor, in writing, that a policy is cancelledor materially changedto
                the detriment of the Licensor at least thirty (30) days prior to su,~hcancellation or material
                changes.Annually, on the anniversary of the Commencement             Date, or upon renewal of the
                respectivepolicies as the casemay be, the Licenseeshall provide proof of suchinsurancein the
                form of insurancecertificatessignedby the Licensee's    insurance  brokers or its insurers'authorized
                               and
                representatives in form, content,and detail consistent     with the standard  developedby ACORD
                (Association of CooperativeOperations, Researchand Development)to the Licensor, acting
                reasonably.
        (e)     The Licensorwill maintainall risk propertyinsuranceon the Building.

11:             RELEASEBy LICENSEE
In no eventwill the Licensorbe liable to the Licenseeandthe Licensee       the
                                                                    releases Licensorfor:
        (a)     any damageto the Licensee's  Equipment,EquipmentRoom, and DeemedArea or loss of use of
                                                                                    or
                suchpropertyunlessthe sameresultsfrom the negligent,grosslynegli;gent wrongful wilful acts
                or omissionsof the Licensor;
        (b)     the quality, adequacy, compatibility or sufficiency of any Building Communication Spaces
                provided to the Licenseehereunder,it being acknowledgedby the Licensee that all Building
                                      are
                CommunicationSpaces provided ''as is" and "where is", the use oj" which is at the sole risk of
                the Licensee;
        (c)     the activities of any third party, underthe terms of anothertelecommunications   accesslicense or
                similar agreement,  whetheror not the party hasbeenescorted  while in the Building;
        (d)     any claims resulting from the lightning or otherelectrical currentpassingthroughthe Building or
                facilities that causeany damageto the Licensee'sEquipmentor result in the interruption of any
                serviceby the Licensee;or




                                                                                                                         ...
                                                                                                              Page 12



         (e)                       of
                  the inadequacy any utility service,or the loss of or the failure to provide any utility servicesave
                  and exceptfor the failure of the Licensorto provide reasonable      prior written notice in accordance
                   with Section6, provided that the foregoingshall not releasethe Licen:sor    from liability for damage
                  to the Licensee'sEquipment where the same results from the negligent, grossly negligent or
                  wrongful wilful acts or omissionsof the Licensor with respectto adequacyof any utility service,
                  loss or failure to provide any utility service or failure of the Licensorto provide reasonableprior
                  written notice in accordancewith Section 6. Notwithstanding the foregoing, the Licensee
                  acknowledgesthat interruptions in the supply of any services, systems or utilities are not
                  uncommon in office buildings and the Licensee further acknowledgesthat it may (but is not
                  obligated to) ensurethat any sensitive Equipmentin and on the Building is protected from any
                  failure in supply or interruptionsthrough the use of a UPS system,surge protectorsand other
                  appropriatesafetysystems    and thatthe Licensordoesnot have any obligationsin that regard; or

!b                LIENS
The Licensee shall be responsiblefor the satisfactionor paymentof any liens for any provider of work, labour,
material or servicesclaiming by, through or underthe Licensee. The Licenseeshall al:,o indemnify, hold harmless
and defend the Licensor against any such liens, including the reasonablefees of the Licensor's solicitors. The
provisions of this Sectionshall survive terminationof this Agreement. All suchliens shall be removed within five
(5) BusinessDays of notice to the Licenseeto do so. The Licensormay, at the cost of tile Licensee,pay moneyinto
court to obtainremoval of a lien if the Licenseefails to do so, as required,and the Licenseewill pay the costto the
Licensor including the amountpaid into Court plus an administrationfee equal to ti[fteen percent (15%) of the
amount.

1.1:                          DAMAGES
                  CONSEQUENTIAL
         (a)                                                                                of
                 Neither the Licensornor the Licenseewill be liable to the other (regardless any other provision
                 of this Agreement), in respect of any indirect, special, incidental or consequentialdamages
                 including loss of revenue, loss of profits, loss of business opportunity or loss of use of any
                 facilities or property, evenif advisedof the possibility of suchdamagei~.
         (b)     Wherever a releaseis provided for under this Agreementin favour of the Licensor, it will be
                                                                                       as
                 deemedto include the ReleasedLicensorPersons. The Licensor act:~ agent or trustee for the
                 benefit of the Released                   and                           to
                                         LicensorPersons, eachof them,to allow tlJlem enforcethe benefit of
                                                                                             that is intended to
                 this provision as well as the benefit of eachreleaseclause in this A~:reement
                 benefitthem.

1i:                         OF
                  ASSUMPTION RESPONSmILITYAND CONTROL
The Licensor reservesits right, consistentwith the applicable decisionsand rulings of the CRTC, to requestthe
Licenseeto transferresponsibilityand control of its In-Building Wire. Suchtransfershallbe at the sole discretionof
                                                       to
the Licenseeand on terms and conditionsacceptable the Licensee. If the Licensor assumesresponsibility and
control of in-building wire installed by the Licensee, it will be entitled to recover the reasonablecosts of its
             and              to
maintenance management the extentpermittedby the CRTC.

~                AsSIGNMENT, SUBLICENSING,ENCUMBERING,SHARING OF SPACE AND EQUIPMENT BY THE
                 LICENSEE

        (a)      The Licensee shall not assignthis Agreementin whole or in part without obtaining the prior
                 written consentof the Licensorwhich consentmay not be unreasonably      withheld. Despite what is
                                                                                         on
                 statedabove,the Licenseemay assignits rights underthis Agreement" a bona fide basis,to an
                                                                                           of
                 Affiliate without the prior written consentof the Licensor,to a purchaser substantiallyall of the
                         of
                 assets the Licenseeif: (i) the assignee             an
                                                          executes agreement      with the Licensorto be bound by
                 the terms of this Agreementand agreesto pay the reasonable       costs of the Licensor incurred in
                 connectionwith the preparation,negotiationand finalization of that agreement;(ii) the assignee
                 agreesin the agreement                                        to
                                          referredto above,that should it cease be an Affiliate of the Licensee,an
                 assignmentin respect of which the Licensor's consentis required as provided above will be




                                                                                                                           ~
                                                                                                        Page13


                 consideredto occur; and (iii) the assigneeprovides to the Licensor those reasonable particulars
                                                                              the
                 which the Licensorrequiresin orderto satisfyitself concerning requirements    stipulatedabove,
                 and provides to the Licensor reasonable  advancenotice to enable it to prepare, negotiate and
                 obtain the executionof the agreement mentionedaboveand to satisfy itself that the requirements
                 stipulatedaboveare satisfied.
        (b)     Subjectto Section 18(b), no assignment   whetherto an Affiliate or otherwise, shall releasethe
                Licensee from any liability or obligation under this Agreement,unless the Licensor provides a
                releasein writing.
        (c)     Exceptas required or mandatedby the CRTC or as provided for in this Agreement,the Licensee
                will not sublicense,co-locate,sharethe useof, or otherwiseprovide the benefit of this Agreement
                to any third party telecommunication provider or other communicationservice provider and will
                not mortgage or encumberits rights under this Agreementin favow~of any Lender without the
                Licensor'sconsent.
        (d)     Notwithstandingany other provision of this Agreement,the Licensee:    will be permitted to assign
                                                  to
                its rights underthis Agreement a bona fide 3rd party lender,as collateral security for any bona
                                                                   undertaking. However, this permissiondoes
                fide, securedfmancing of all or part of its business
                not imply or allow the inferencethatthe Licensorwaives,or is willing to forbear from the exercise
                                                                                         nor
                of its remediesunderthis Agreement,should an Event of Default occ~ur, that any lender will
                have any greaterrights thanthe Licenseein respectof this Agreement,including but not limited to
                the restrictionsset out in this Section15.

~                      MATERIALS
                HAZARDOUS
The Licensee shall not install, bring upon, or use any HazardousSubstanceinto or on the Building except
telecommunications                                                                  D)r
                    equipmentbatteries,in a mannerand in quantitiesas necessary the ordinary performance
of Licensee'sbusinessin the Building, and provided that any suchuse is in compliancewith all applicable laws.
The Licenseeshall indemnify and hold the Released                   and
                                                   LicensorPersons any party thl~Licensoris responsiblefor
                                                   or
at law, harmlessfrom any claim, loss,cost,damage, expense    resulting from any breachregardingthe installation
or use of anyHazardousSubstance    broughtinto or on the Lands or Building by the Licensee,including any and all
costs incurred in remedying suchbreach, such indemnity to survive the expiration or earlier termination of this
Agreement.

11:                  OF
                EVENTS DEFAULT           REMEDIES
                              -TERMINATION
       (a)                                               to
                Eachof the following eventsshallbe deemed be an Event ofDefauJt by the Licenseeunderthis
                Agreement:
                (i)     the Licenseedefaultingin the paymentof any LicenseFee, arnount,or portion thereof, or
                        other sum of moneydueto the Licensorand suchdefaultcontinuesfor more than ten (10)
                        Business                                                      Licensorto the Licensee;
                                 Days, after written notification of suchdefaultby thc~
                (ii)    there is interference with the telecommunicationsor computer, trade, scientific, or
                                                                                               of
                        medical equipmentof the Licensor, any tenant,or any other 'Dccupant the Building or
                                                       or
                        any othertelecommunications computer        devicesprovided in the Building by reasonof,
                        or as a result of, the installation, operation, maintenance,repair, or removal of the
                        Licensee's                                 is
                                   Equipment,which interference not cured within :forty-eight(48) hours of the
                        Licensee's receiptof written notice by the Licensorof suchinterference;
                (iii)   the revocation of the Licensee's permission to provide I:egutated or non-regulated
                        telecommunications                                          to
                                           servicesby any governingentity authori2:ed permit or regulatethe
                        Licensee'sproviding of suchservices;
                (iv)    the Licensee's becominginsolvent, or the filing, execution,or occurrenceof a petition in
                        bankruptcyor other insolvencyproceedingby or againstthe Licensee;or an assignment
                                                                                              the
                        for the benefit of creditors; or a petition or proceedingby or ;against Licenseefor the
                                    of                                                   or
                        appointment a trustee,receiveror liquidator of the Licensec~ of any of the Licensee's




                                                                                                                    ..
                                                                                                       Page 14



                   property or a proceeding by any governmental authority for the dissolution or liquidation
                   of the Licensee;
           (v)     the appointment of a receiver, receiver and manager, or other representative in connection
                   with any default by the Licensee under any loan or debt oblig:ation;
           (vi)    the ceasing of the Licensee to carry on business in the ordinary course; or
           (vii)   if the Licensee shall default in the observance or performallCe of any of the Licensee's
                   other obligations under this Agreement and such default shall continue for more than ten
                   (10) Business Days after written notification of such default by the Licensor to the
                   Licensee, or where it is not reasonably possible to cure such default within ten (10)
                   Business Days, the Licensee has not commenced reasonable steps to cure such default
                   within the ten (10) Business Days and proceed with such actions in a diligent manner,
                   provided that in any case such default must be cured within thirty (30) Business days.

    (b)   Upon or after the occurrence of an Event of Default the Licensor may elect to terminate this
          Agreement without limiting its other remedies, by providing written notice of termination to the
          Licensee, which termination shall be effective as of the date specified in the notice of termination.

    (c)   If the Licensor shall default in the observance or performance of any of the Licensor's obligations
          under this Agreement and such default shall continue for more than ten (10) Business Days after
          written notification of such default by the Licensee to the Licensor, or where it is not reasonably
          possible to cure such default within ten (10) Business Days, the Licensor has not commenced
          reasonable steps to cure such default within the ten (10) Business Days and proceed with such
          actions in a diligent manner. The Licensee may terminate this Agreement without limiting its other
          remedies by providing written notice of termination to the Licensor, which termination shall be
          effective as of the date specified in the notice of termination. In the event of termination pursuant
          to this Section 18(c) or Section 24, the Licensor shall, after the effective date of termination,
          refund to the Licensee, provided the Licensee is not in Default, Licensee Fees or other Fees paid in
          respect of the time period subsequentto the effective date of termination.

~         RESTORATIONOBLIGATIONS

    (a)                                                             the
           At the expirationor earlier terminationof this Agreement Licensee:    shall, at the Licensee'ssole
           cost and expense,without permitting the registrationof any liens againsttitle to the Lands, the
           Building or any otherproperty of the Licensorremovethe EntranceCable, and all other items of
          the Licensee'sEquipmentexcept any part of it that by agreement      betweenthe Licenseeand the
           Licensorhas beenacquiredby the Licensor,and all of the Licensee'spersonalproperty from the
          Building. This obligation to remove the EntranceCable and all otl1eritems of the Licensee's
           Equipment shall be subject to any CRTC-mandatedobligations upon the Licensee to provide
          servicesto other TSP's. If any property that is requiredto be remov(:dis not so removed within
          twenty (20) BusinessDays after the termination,the propertymay, at the Licensor's sole option.
           (i) be removed,or removedand storedby the Licensorat the Licensee's    expense   (and the Licensee
                                                                                          or
          will pay an administrationfee equalto fifteen percent(15%) of the e:Kpense), (ii) after twenty
          (20) businessdays written notice to the Licensee,becomethe property of the Licensor without
                         to
          compensation the Licensee.As of the date of suchremoval,neitherparty shall have any claim
          againstthe other, except for claims or obligationsthat may have arisen or accruedprior to such
          termination or arise by reason of the Licensee'sEquipment and other equipment or property
          removal, which claims or obligations shall survive such termination. The Licensee further
                                                  to
          covenants,at its sole costand expense, repair or refinish all damag(:   causedby the operationor
          removal of the Licensee's  Equipment.If the Licenseefails to repair 0]["refinish any such damage,
          the Licensor may, in its sole discretion, repair or refinish such damageand the Licensee shall
          reimbursethe Licensor of all costsand expenses    reasonably incurred in suchrepair or refinishing
                                                          fee
          and will pay to the Licensoran administration equalto fIfteen per(:ent(15%) of the cost. The
          Licenseewill provide to the Licensorupon completionof the removalof the Licensee'sEquipment
          an engineer's reportconfirming completionof the removal in accordan(:e   with this Agreement.
                                                                                                           Page15



        (b)      If due to CRTC mandatedobligationsupon the Licenseeto provide servicesto other TSPs, the
                 Licensee is not required by Section 18(a) to remove the EntranceCable or other items of the
                 Licensee'sEquipment("ExemptedItems") thendespitethe expiration or termination of the Term
                 of this License, all of the obligations of the Licenseeunder this Agreementwill continue in full
                 force and effect in respectof the ExemptedItems exceptthat the obligation to pay the Licensee
                                         so
                 Fee will be suspended long asthe Licenseedoesnot provide Servicesor chargefees for the use
                 of ExemptedItems. That situationwill continue (subjectto the sentence    following this one) until
                 the Licensee's CRTC mandatedobligationsend and the Licenseeremovesthe ExemptedItemsand
                 restoresdamageas provided in Section18(a).Notwithstandingthe foregoing, so long as, and to
                 the extenta third party assumes  ownership,responsibilityand control of the ExemptedItems, and
                 the third party is bound by a telecommunications      access agreementwith the Licensor, or a
                            of
                 successor the Licensor,the Licenseewill be exemptedfrom all of its obligations, liabilities and
                 responsibilitiesunderthis Agreementin respectof the ExemptedItems including (but not limited
                 to) the obligation to removethe ExemptedItems ", but suchreleaseshall only apply to the extent
                 that the Licensee'sobligations in respectof the ExemptedItems have been assumedby and are
                 enforceableagainstsuchthird party by the Licensor".

12:.             LICENSOR'sALTERAnoNS
Despite anything elsein this Agreement(but subjectto Section2(c», the Licensormay, at anytime if it actsin good
faith, and makescommerciallyreasonable     efforts not to disruptthe Licensee'soperationsin the Building, make any
changesin, additionsto or relocationsof any part of the Building; may grant, modify or terminate easements     and
any other agreements                                          of
                       pertaining to the use or maintenance all or any part of the Building, may close all or any
part of the Building to suchextentasthe Licensorconsiders               to
                                                              necessary preventthe accrual of 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. No claim for compensation     shall be made by the Licenseeby reasonof any inconvenience,     nuisanceor
discomfort arising from work done by the Licensor but the work will be done as expeditiouslyas is reasonably
possible.

~                NOTICES
Any demand,notice or other communicationto be made or given in connectionwith this Agreementshall be in
writing and shall be deemed receivedby the recipient on the date of delivery, provided that delivery is madebefore
5:00 p.m. on a BusinessDay, failing which receipt shall be deemedto have occurredthe next following Business
                                                                                                  to
Day. Until notified of a different address,as provided herein, all notices shall be addressed the parties as
stipulatedon the Information Page. Notices given by electronicmeanswill not be consideredto have been given in
writing.

~                         EQUIPMENT REMAINPERSONAL
                 LICENSEE'S       TO             PROPERTY
Except as otherwiseprovided in this Agreement,the Licensee'sEquipment,EntranceCable and In-Building Wire
shall remain personalproperty of the Licenseealthough it may be affixed or attachedto the Building, and shall,
during the Term of this Agreement, or any Renewal Term, belong to and be removable by the Licensee.
Notwithstanding the foregoing, upon expiration of this Agreement,the ownershipof the In-Building Wire shall, if
both parties mutually agree,vest in the Licensor, in which casethe In-Building Wire shall remain in place. In all
            the
othercases, In-Building Wire shallbe removedby the Licenseeat the Licensee's     costand expense.

~                       ONLY
                  LICENSE
                                                                                       that
This Agreementcreatesa non-exclusivelicenseonly and the Licenseeacknowledges the Licenseedoes not and
                                                                         in
shall not claim any interestor estateof any kind or extent whatsoever the Building, Communications          Spaces,or
Equipment Room by virtue of this Agreementor the Licensee's         use of the Building, CommunicationsSpacesor
EquipmentRoom. The relationshipbetweenthe Licensorand the Licenseeshall not be deemedto be a "landlord-
tenant" relationshipand the Licenseeshall not be entitledto avail itself of anyrights afforded to tenantsat law.
                                                                                                               Page 16



  ~                          OF
                    LIMITATION LIABILITY
  The obligations of the Licensor underthis Agreementshall no longerbe binding upon the Licensor if the Licensor
  sells, assignsor otherwisetransfersits interestin the Building as owner or lessor(or upon any subsequent  licensor or
  owner after the sale, assignmentor transferby such subsequent      licensor). If there is such a sale, assignmentor
                                                                                 or
  transfer,the Licensor'sobligations shallbe binding uponthe grantee,assignee othertransfereeof the interest,and
  any such grantee, assigneeor transferee,by accepting such interest, shall be deemed to have assumedthose
  obligations. A lease of the entire Building shall be deemeda transfer within the meaning of this Section. For
                                                 the
  greaterclarity, nothing in this Sectionreleases Licensorfrom any liability(ies) that may arise prior to the date of
                        or
  suchsale,assignment transferherein.

 ~                         TERMINATION
                    SPECIFIC        RIGHTS
 In addition to the other termination rights provided to it in this Agreement,eitherparty may elect to terminate this
 Agreementin eachof the following circumstances,     subjectto giving at leastthirty (30) days' prior written notice to
 the otherparty:
          (a)      where the Building has been destroyed,or damagedto such an extent that it is not feasible to
                   repair it within a period of onehundredand eighty (180)days afterthe damage;
          (b)      where the Deemed Area or the Communications Spacesbecome damaged and, it is not feasible to
                   restore them within ninety (90) days after the damage;

          (c)      wherethe Building is expropriatedby a lawful authority;
          (d)      where the Licensorwishesto redevelop,or otherwisealterthe Building in sucha manneras to, in
                   the Licensor'ssole opinion,makethe relocationof any part of the DeemedArea or the Licensee's
                   Equipmentnot feasible;
          (e)                                            Servicesin the Building;
                   the Licenseeno longerprovidesLicensee's
          (f)      the Licensee is unable to secure, on terms and conditions reasonablysatisfactory to it, all
                   necessaryconsents,approvals,permits and authorizations of any federal, municipal or other
                   governmental authorityhaving jurisdiction overthe provisioning of LicenseeServicesor any other
                   mattersrequired by the Licenseeto provide LicenseeServices;or
          (g)      the Building is no longer a "Multi-Dwelling Unit Building" as defined by the CRTC, provided
                   howeverthat in sucheventthe Licensormay, at its option, electto have this Agreementcontinue,
                   in which caseno Fee or Recoverable   Costsshallbe payableby the Licenseehereunder   during such
                   time that the Building is not a Multi-Dwelling Unit Building, but all other terms and provisions
                   hereofshallcontinueto apply; or
            (h)    the Licensor,acting bonafide and in good faith, electsto demolishthe Building.

~                        CERTIFICATES
                   ESTOPPEL
The Licenseewill provide to the Licensorfrom time to time, within ten (10) BusinessDays of the Licensor'swritten
request in each case, at no cost to the Licensor, a statementduly executedby the Licenseeconfirming that this
Agreementis in good standingconfirming,the Feespayableand the Feesactuallypaid to any date specified by the
Licensor for the statementconfirming the Commencement    Date, the Term, any RenewalTerm to which it claims to
be entitled, and any other information that the Licensor reasonablyrequestspertaining to this Agreement or
Building.

~                          AUTHORITY
                   LICENSOR'S
                     that                             this
The Licensorrepresents it has full authorityto execute Agreement.

ll:                SEVERALOBLIGATIONS-NON-REcOURSE
The liability of eachof the Licensor(s)where thereare more than one,is severaland not joint, or joint and several
and is limited to the interestof the Licensor(s)from time to time in the Building.




                                                                                                                              /
                                                                                                                          ~
                                                                                                            Page17


~                      AGREEMENT
                  ENTIRE
The termsand conditionscontainedin this Agreement              all
                                                    supersede prior oral or written understandingsbetweenthe
                                          betweenthem concerningthe subject matter of this Agreement. This
parties and constitute the entire agreement
Agreementshall not be modified or amended                                                     of
                                            exceptin writing signedby authorizedrepresentatives the parties.

~                         REPRESENTATION
                  LICENSEE'S
                         to
The Licensee represents the Licensor and acknowledgesthat the Licensor relies upon this representation           and
would not have enteredinto this Agreementbut for that representation,  that, the construction,designand operation
of the network to which the Licensee'sEquipmentis or maybe connected     includesor will include upon connection,
redundantand back-upfeaturesso that the risk of damage,malfunction or disruption of the Licensee'sEquipment
disrupting serviceto customersor otherthird parties utilizing that network (exceptfor telecommunication     services
                          of                                of
between(i) the customers the Licenseeor the customers telecommunication           service providers that lease local
loops from the Licensee to serve customers within the Building and (ii) persons communicating with those
           is
customers) minimized.

:1Q.:,            FORCE MAJEURE

Without limiting or restrictingthe applicability of the law governingfrustrationof contracts,in the event eitherparty
fails to meet any of its obligationsunderthis Agreementwithin the time prescribed,   and suchfailure shallbe caused,
or materially contributedto, by force majeure,suchfailure shallbe deemednot to be a breachof the obligations of
suchparty underthis Agreement,and the time for the performanceof suchobligation shallbe extendedaccordingly
                                                  For
as may be appropriateunderthe circumstances. the purposeof this Agreement,force majeure shall include, but
                                                                                                     or
is not limited to: any actsof God, war, naturalcalamities,strikes,lockoutsor other labourstoppages disturbances,
civil commotion or disruptions,riots, epidemics,                      or
                                                  acts of government any competentauthority havingjurisdiction,
or any other legitimate causeor eventbeyondthe reasonable     control of suchparty, and which, by the exerciseof due
diligence, suchparty could not haveprevented,but lack of funds on the part of suchparty shall not be deemedto be
a force majeure.

:1!:              IMPLIED WAIVERS
A waiver by the Licensor or the Licenseeof any breachof the terms,covenants    and conditions of this Agreement
shall not be deemedto be a waiver of the term, covenantor condition or of any subsequent breachof it or any other
term, covenantor condition. No term, covenantor condition of this Agreementis deemedto have been waived
unlessthe waiver is in writing and signedby the party purportingto provide suchwaiver, and then only to the extent
provided for in the written waiver.

~                SEVERABILITY
If any provision of this Agreementor anypart of a provision is found to be illegal or unenforceablethen it will be
severedfrom the rest of this Agreementand the rest of this Agreementwill be enforceable,accordingly, except
                      of
where the severance suchprovision or part thereof shall result in the purposeand intent of the Agreementbeing
frustrated or materially or adverselydifferent from that of the Agreementprior to such severance. In the latter
instances,either party may tenninatethis Agreementupon providing a minimum of thirty (30) days prior written
notice to the otherparty.

~                       LAW
                 GoVERNING
This Agreementwill be governedby the laws of the province in which the Building is situatedand all Federallaws
applicablethereinand the parties attornto the exclusivejurisdiction of the courtsof suchprovince.
                                                                                                                              Page 18



      IN WITNESS WHEREOF, the Licensor and the Licenseehave executedthis Agreement in multiple original
                  as
      counterparts of the dayand year first abovewritten.

                                                  The Great-
                                                                                                    =p~
                                                                                                  ~~~1                        ScottT. Taylor,

                                                                                                                               Vkc President
                                                  Per:
                                                         Name:
                                                         Title:

                                                  Per:                       ~~
                                                         Name:                           .
                                                         Title:                      David R.ose
                                                                       .Vke Pr~1                    Mana~nl
                                                                                            PoItfo!K)
                                                  I/W e have authonTY10'fJiffd'the corporatIon




                                                                                                                      )        T.
                                                                                                                           Scott Taylor
                                                                                                                              ViePrellMat
                                                         Name:
                                                              _LP
                                                         Title:                      '~"y"-p               A

                                                  Per:
                                                         Name:                              D      "
                                                          .avi                                         d Rose
                                                         TItle:                     President
                                                                                 VICe             Mana
                                                                                           PortfoI'
                                                  I/W e have authority to bind the corpo~atloJlfrrle"l

                                                                                                        (collectively the "Licensor")



                                                  TELUS commu
                                                          ~        A    ic!!.!ioDS     .i      .mp~DY
                                                                                            ~:;:p7~-'

                                                                                                                          (Licensee)
                                                  Per:

                                                         Name: i~o..-l.o'1- fJ ~
                                                         Title:                  ..~
                                                                  /i-V~ IJV I <..d                               ,.~G'-8:cf


                                                         Name:
                                                         Title:




                                                                                                                                                '"
.LY
                       Page 3



  SCHEDULE "c"
Connecting Equipment

 Intentionally Blank

				
DOCUMENT INFO
Shared By:
Categories:
Stats:
views:4
posted:7/13/2011
language:English
pages:22