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HomeMy WebLinkAboutBy-law 3667/91THE CORPORATION OF T~OWN OF PI~ 3667/91 Being a by-law to attthorize the acquisition, by assignment, of the lease of the former Liverpool Branch of the Town of Pickering Public Library at the Maple Ridge Shopping Centre fi~r the period .fi'om March 1, 1991 to December 31, 1992, both hwlusive, for the purposes of the relocation of the Fire Department's Fire Prevention Division, and the e.xecution of an Assignment of Lease arid Consent Thereto to effect such acquisition. WHEREAS The Town of Pickering Public Library Board leases from Vinjohn Developments Limited 2,882 square feet of space at the Maple Ridge Shopping Cemre for the Board's former Liverpool Branch, which lease expires on December 31, 1992; and WHEREAS TI~ Town of Picketing Public Librat~ Board has closed its Liverpool Branch and no longer require? the leased space for its purposes, anti is prepared to assign to the Town its rights and ohligat~ons under that lease so that the Town may relocate its Fire Department's Fire Prevention Division; and WHEREAS, pursuant to the provisions of section 193 of the Municipal Act, R.S.O. 1980, chapter 302, tl~e Council of The Corporation of the Town of Picketing may pass by-laws for acquiring interests in lands for municipal purposes; NOW THEREFORE, the Council of The Corporation of the Town of Picketing HEREBY ENACTS AS FOLLOWS: The Corporation of the Town of Picketing shall acquire, for the period from March I, 1991 to December 31, 1992, both inclusive, 2,882 square feet of office-type space from The Town of Picketing Public Library Board, by assignment of the latter's lease of the former Liverpool Branch of the Town of Picketing Public Library at the Maple Ridge Shopping Centre, being premises located at Block l, Plan 40M-1236, Pickerh~g, for the purposes of the relocation of the Town Fire Department's Fire Prevention Division. The Mayor and Clerk are hereby authorized to execute an Assigmnent of Lease and Consent Thereto, in the form attached hereto as Schedule I, between The Town of Picketing Public Library Board, as Assignor, The Corporation of the Town of Pickeriog, as Assignee, and Vinjohn Developments Limited, in order to effect the acquisition referred to in section 1, above. BY-LAW read a first, second and third thne and finally passed this IBth day of February, 1991. Brace Taylor, Clerk THE CORPORATION_OF T][I~_TgWN OF PIC!~IIN~i ~_Y-_~A~ N~. 3667/91 Being a by-law to attthorize the acquisition, by assignment, of the lease of the former Liverpoal Branch of the Town of Pickering Public Library at the Maple Ridge Shopping Centre for the period .fi'om March 1, 1991 to December 31, 1992, both inclusive, for the purposes of the relocation of the Fire Departntent' s Fire Prevention Division, attd the e.~ecution of att Assignment of Lease attd Consent Thereto to effect such acquisition. WHEREAS The Town of Picketing Public Library Board leases from Vinjohn Deveh,pments Limited 2,882 square feet of space at the Maple Ridge Shopping Cemre for the Board's fomaer Liverpool Branch, which lease expires on December 31, 1992; and WHEREAS The Town of Picketing Public Library Board has closed its Liverpool Branch and no longer requires the leased space for its purposes, and is prepared to assign to the Town its rights and ohligatlons under that lease so that the Town may relocate its Fire Departanent's Fire Prevention Division; and WHEREAS, pursuant to the provisions of section 193 of the Municipal Act, R.S.O. 1980, chapter 302, the Council of The Corporation of the Town of Picketing may pass by~laws for acquiring interests in lands for municipal purposes; NOW THEREFORE, the Council of The Corporation of the Town of Pickering HEREBY ENACI'S AS FOLLOWS: 'l]~e Corporation of the Town of Pickering shall acquire, for the period from March I, 1991 to December 31, 1992, both inclusive, 2,882 square feet of office-type space from The Town of Picketing Public Library Board, by assignment of the latter's lease of the former Liverpool Branch of the Town of Picketing Public Library at the Maple Ridge Shopping Centre, being premises located at Block 1, Plan 40M-1236, Picketing, for the purposes of the relocation of the Town Fire Department's Fire Prevention Division. The Mayor and Clerk are hereby aulhorized to execute an Assigmnent of Lease and Consent Thereto, in the form attached hereto as Schedule I, between The Town of Picketing Public Library Board, as Assignor, The Corporation of the Town of Picketing, as Assignee, and Vinjolm Developments Lhnited, in order to effect the acquisition refen'ed to in section I. above. BY-LAW read a first, second and third thne and finally passed this 18th day of February, 1991. Bmce Taylor, Clerk Schedule I THIS ASSIGNMENT OF LEASE AND CONSENT THERETO made as of March 1, 1991, Bt~'r~¥EEN: ~IF. CT_Q.3Y_I~I_Q~ PICKERING PUBLIC LIBRARY BOARD herein called the "Assignor" OF THE FIRST PART, and THE CORPORATION OF THE TOWN OF PICKERING herein called the "Assignee" OF THE SECOND PART, and VINJOHN DEVELOPMENTS LIMITED, an Ontario corporation carrying on business as MAPLE RIDGE SHOPPINO CENTRE herein called the "Landlord" OF THE THIRD PART. WHEREAS, on or about July 15, 1982, by written Lease (a copy of which is attached hereto as Schedule A), as amended by agreement dated December 31, 1987 (a copy of which is attached hereto as Schedule B), which documents together are herein referred to as the "Lease", the Landlord leased to the Assignor the premises more particularly described in the Lease and comprising 2,882 square feet of space in the shopping centre, located on Block,, 1, Plan 40M-1236, Picketing, and known as the Maple Ridge Shopping Centre (the Leased Premises ), for a term comprising two five years periods, the first period being from January l, 1983 to and including December 31, 1987, and the second period being from January 1, 1988 to and including December 31, 1992, subject to certain terms and conditions; and WHEREAS one such term and condition (paragraph 12) provides for the assignment of the Lease by the Assignor with the prior written consent of the Landlord, which consent may be arbitrarily withheld, except during the last two years of the term, when such consent shall not unreasonably be withheld; and WHEREAS the Assignor has applied to the Landlord for consent to assign the Lease to the Assignee to enable the Assignee to relocate the Fire Prevention Divisioo of its Fire Department to the Leased Premises for the duration of the term of the Lease, that is from March 1, 1991 to and including December 31, 1992; and WHEREAS the Landlord has agreed to grant its consent to such assignment provided the Assignor and the Assignee execute this Agreement; NOW THEREFORE the Assignor, the Assignee and the Landlord, in consideration of the sum of $2.00 now paid by each to the others, receipt of which by each is hereby acknowledged, hereby agree as follows: The Assignor hereby assigns to the Assignee, effective March 1, 1991, the Assignor's interest in the Leased Premises, together with the unexpired residue of the term of years and the Lease, and all benefits to be derived therefrom, subject to the payment of rent and the observance and performance of the covenants, provisos and conditions on the part of the tenant contained therein. The Assignor covenants with the Assignee that, (a) the Lease is a valid and subsisting Lease, (b) the rent reserved thereby has been duly paid to and including February 28, 1991, (c) the covenants, provisos and conditions thereof on the part of the tenant have been duly observed and performed to and including February 28, 1991, (d) the Assignor is entitled to assign the Lease, (e) subject to the payment of rent and the observance and performance of the covenants, provisos and conditions of the Lease, the Assignee may enjoy the Leased Premises for the residue of the term of years, without interruption by the Assignor or any person claiming through it, and (f) the Assignor shall at all times hereafter at the request of the Assignee execute such further assurances in respect of this assignment as the Assignee may require. The Assignee covenants with the Assignor that the Assignee will, commencing March 1, 1991 and throughout the residue of the term of years, (a) pay the rent reserved at the times and in the manner provided in the Lease, (b) observe and perform the covenants, provisos and conditions on the part of the tenant therein set forth, and (c) indemnify and save harmless the Assignor from all actions, suits, costs, losses, damages and expenses in respect of such covenants, provisos and conditions. The Assignee covenants with the Landlord that, in consideration of the Landlord granting its consent to the assignment herein of the Lease by the Assignor to the Assignee, commencing March 1, 1991 and throughout the residue of the Term of years, (a) the Assignee will pay the rent reserved in the Lease and observe and perform the covenants, provisos and conditions on the part of the tenant contained therein, and (b) the Landlord will he entitled to all remedies against the Assignee in respect of non-payment of rent and breaches of covenants, provisos and conditions as if the Assignee were the tenant named in the Lease. The Landlord hereby, (a) consents to the assignment herein of the Lease by the Assignor to the Assignee effective March 1, 1991, and (h) releases the Assignor from all liability in respect of breaches of the covenants, provisos and conditions of the Lease or otherwise arising from the Lease as of midnight on February 28, 1991. For the purposes of Paragraph 17(7) (Notices) of the Lease, the address of each Party hereto is as follows: (a) Assignor Attention: Chief Executive Officer (by mail) Post OfficeBox 368 Pickering, Ontario LIV 2R6 (in person) Picketing Central Library One The Esplanade Picketing, Ontario (b) (c) Assignee (by mail or in person) Landlord (by mail or in person) Attention: Town Clerk Pickering Civic Complex One The Esplanade Picketing, Ontario LIV 6K7 Attention: William L. Mandel, Q.C. Bratty & Partners Barristers and Solicitors 20th Floor, Madison Centre 4950 Yonge Street North York, Ontario M2N 6KI IN WITNESS WHEREOF the Parties hereto have hereunto affLxed theft respective Corporate Seals, duly attested by their authorized officers. SIGNED, SEALED AND DELIVERED THE TOWN OF PICKERING PUBLIC LIBRARY BOARD Gwen Mowbray, Chaff Sandy Cameron, Chief Executive Officer THE CORPORATION OF THE TOWN OF PICKERING Wayne Atthurs, Mayor Brace Taylor, Clerk VIN$OHN DEVELOPMENTS LIMITED , Authorized Signing Officer 3 SCHEDULE A NET LEASE TABLE OF CONTENTS SECTION 1 DEFINITIONS SECTION 2 NET LEASE Paragraph 2(1) Intent SECTION 3 GRANT AND TERM Paragraph 3(1) Paragraph 3(2) Paragraph 3(3) Paragraph 3(4) Paragraph 3(5) Leased Premises 5 Use of Additional Areas 6 Commencement and Ending Date of Term 6 Excuse of Landlord's Performance 6 Certification and Acknowledgement 6 SECTION 4 RENT Paragraph 4(1) Paragraph 4(2) Paragraph 4(3) Paragraph 4(4) Paragraph 4(5) Covenant to Pay Minimum Rent Arbitration Minimum Rent for Second Five Year Term Rent and Additional Rent Past Due SECTION 5 TAXES Paragraph 5(1) Paragraph 5(2) Paragraph 5(3) Paragraph 5(4) Taxes Payable by Landlord Business Taxes and Other Taxes of Tenant Real Property Taxes Pro Rata Adjustment SECTION 6 COMMON AREAS AND FACILITIES AND SHOPPING CENTRE USE AND COST Paragraph 6(1) Paragraph 6(2) Paragraph 6(3) Paragraph 6(4) Paragraph 6(5) Control of Common Areas and Facilities and Shopping Centre by Landlord License Parking Tenant to bear Proportionate Share of Expense Payment of Tenant's Share SECTION 7 UTILITIES - HEATING, VENTILATIIIG AND AIR-CONDITIONING Paragraph 7(1) Paragraph 7(2) Utility Charges Heating, Ventiliating and Air-Conditioning SECTION 8 INSURANCE AND INDEMNITY Page Number 4 8 8 8 9 9 10 10 11 12 13 13 Paragraph 8(1) Tenant's Insurance 13 -2 - Paragraph 8(2) Paragraph 8(3) Paragraph 8(4) Paragraph 8(5) Paragraph 8(6) Increase in Insurance Premiums Cancellation of Insurance Loss and Damage Landlord's Insurance Indemnification of Landlord SECTION 9 USE OF PREMISES Paragraph g (1) Paragraph 9 (2) Paragraph 9 (3) Paragraph 9 (4) Paragraph 9 (5) Use of Premises Prohibited Activities Conduct of Business Observance of Law Licences and Concessions SECTION 10 MAINTENANCE, REPAIR AND ALTERATIONS TO THE LEASED PREMISES Paragraph 10(1) Paragraph 10(2) Paragraph 10(3) Paragraph 10(4) Paragraph 10(5) Paragraph 10(6) Paragraph 10(7) Paragraph 10(8) Paragraph 10(9) Paragraph 10(10) Paragraph 10(11) Paragraph 10(12) Paragraph 10(13) Maintenance and Repairs by Tenant Landlord's approval and Designated Tradesmen Repair on Notice Surrender of Leased Premises Repair where Tenant at Fault Tenant not to Overload Utility Facilities Not to Overload Floors Plumbing Facilities Removal and Restoration by Tenant Notice by Tenant Tenant shall Discharge all Liens Signs and Advertising Pest Extermination SECTION 11 DAMAGE AND DESTRUCTION Paragraph 11(1) Paragraph 11(2) Paragraph 11(3) Destruction of Leased Premises Destruction of Shopping Centre Architect's Certificate SECTION 12 ASSIGNMENT AND SUBLETTING Paragraph 12(1) Paragraph 12(2) Paragraph 12(3) Paragraph 12(4) Consent Required Landlord's Option Advertising Assignment by Landlord SECTION 13 ACCESS AND ALTERATIONS Paragraph 13{1) Paragraph 13(2) Right of Entry Excavation SECTION 14 STATUS STATEMENT, ATTORNMENT AND SUBORDINATION Paragraph 14(1) Paragraph 14(2) Paragraph 14{3) Paragraph 14(4) Status Statement Attornment Subordination Execution of Instruments 14 15 15 15 16 16 16 17 18 18 18 18 19 19 19 20 20 20 20 20 20 21 21 21 22 22 23 23 23 24 24 24 24 25 25 25 -3- DEFAULT Paragraph 15(1) Paragraph 15(2) Paragraph 15(3) Paragraph 15(4) Paragraph 15(5) Paragraph 15{6) Paragraph 15(7) RULES AND REGULATIONS Paragraph 16(1) MISCELLANEOUS Paragraph 17(1 Paragraph 17(2 Paragraph 17(3 Paragraph 17(4 Paragraph 17(5 Paragraph 17(6 Paragraph 17(7 Paragraph 17(8) Paragraph 17(9) Paragraph 17(10) Paragraph 17(11) Paragraph 17(12) Paragraph 17(13) Paragraph 17(14) Paragraph 17(15) Paragraph 17(16) Paragraph 17(17) SCHEDULE ATTACHED SECTION 15 Right to Re-Enter Right to Relet Expenses Removal of Chattels No Distress Landlord May Cure Tenant's Default and/or Perform Tenant's Covenants Additional Rent SECTION 16 Rules and Regulations SECTION 17 Overholding - No Tacit Renewal Successors Waiver Accord and Satisfaction Entire Agreement Force Majeure Notices Captions and Paragraph Numbers Extended Meanings Partial Invalidity No Option Registration Rider Compliance with The Planning Act Governing Law Time of Essence Quiet Enjoyment Description of Shopping Centre Site Plan Rules and Regulations 25 26 27 27 27 27 28 28 28 29 29 29 29 29 30 30 3O 3O 31 31 31 31 31 31 31 -4- THIS INDENTURE made the day of iN PURSUANCE OF THE SHORT FORMS OF LEASE ACT BETWEEN: , 1982 VINJOHN DEVELOPMENTS LIMITED, a corporation duly incorporated pursuant to the laws of the Province of Ontario, carrying on business as MAPLE RIDGE SHOPPING CENTRE hereinafter called the "Landlord" OF THE FIRST PART - and - THE TOWN OF PICKERING PUBLIC LIBRARY BOARD hereinafter called the "Tenant" OF THE SECOND PART SECTION i DEFINITIONS 1(1) "Architect" means the architect from time to time named by the Landlord; as to any architect's certificate provided for in this Lease, the decision of the Architect in his certificate shall be final and being on all the parties hereto. 1(2) "Common Areas and Facilities" means all that part of the Shopping Centre which is not intended to be leased to tenants of the Shopping Centre, including, without limitation, facilities, utilities, improvements, equipment and installations which are provided or designated (and which may be changed) from time to time by the Landlord for the use by or benefit of the Tenant, its employees, customers and other invitees in common with others entitled to the use or benefit of such areas, facilities, improvements, equipment and installations in the manner and for the purposes permitted by this Lease. Without limiting the generality of the foregoing, "Common Areas and Facilities" shall include Common Areas and Facilities. (i) "Common Areas and Facilities" means the areas and facilities exterior to the buildings from time to time provided by the Landlord in or near the Shopping Centre to serve the Shopping Centre including without limitation, the roof, outside bearing walls, exterior, weather walls and other structural portions of the said buildings; all parking areas; access roads; employee parking areas; truck courts; driveways; loading areas; pedestrian sidewalks; landscaped or planted areas exterior to the buildings; bus stops; and the equipment, fixtures, general signs, pipes, electrical lighting, plumbing and drainage and other mechanical installations and services and all utilities related thereto. 1(3) "Land Surveyor" means an accredited land surveyor from time to time named by the Landlord; as to any Land Surveyor's certificate provided for in this Lease, the decision of the Land Surveyor in his certificate shall be final and binding on all the parties hereto. t(4) "Leased Premises" means the premises demised to the Tenant referred to and described in paragraph 3 (1) hereof. 1(5) "Minimum Rent" means the rent payable by the Tenant pursuant to the provisions of paragraph 4 (2) hereof. -5- 1(6) "Mortgagee" means the mortgagee or the trustee for the bondholders as the case may be. 1(7) "Proportionate Share" means a ratio to be determined as follows: (il In respect of Outside Common Areas and Facilities, the ratio shall have as the numerator the rentable area of the Leased Premises and as the denominator, the rentable area of the Shopping Centre. 1(8) "Rentable Area of the Leased Premises" means the area (expressed in square feet) of all floors of the Leased Premises certified by the Architect or Land Surveyor and measured from the exterior face of all exterior walls, doors and windows (including walls, doors and windows separating the Leased Premises from adjoining premises intended for leasing. When a store front is recessed from the lease line, the area of such recess, shall, for all purposes, lie within the Rentable Area of the Leased Premises. 1(9) "Rentable Area of the Shopping Centre" means the total rentable area, determined in the same manner as in Paragraph 1(8), of all areas set aside by the Landlord, within any building for leasing to tenants of the Shopping Centre whether leased or not. l(lO)"Lease Year" means a period of twelve consecutive full calendar months. The first Lease Year shall begin on the date of commencement of the term hereof if the date of commencement of the term hereof shall occur on the first day of the calendar month; if not then the first Lease Year shall commence upon first day of the calendar month next following the date of commencement of the term hereof. Each succeeding Lease Year shall commence upon the anniversary date of the first Lease Year. 1(11)"Shopping Centre" means the lands located in the Town of Picketing and in the Province of Ontario, being more particularly described in Schedule "A" hereto or as the boundaries of such lands may be varied from time to time, together with the buildings, improvements and facilities on such lands, and equipment, facilities and improvements in such buildings, as established at the commencement of the Term or subsquently added thereto, or subtracted or varied therefrom, from time to time. 1(12)"Term" means the period of time referred to and described in paragraph 3(3) hereof. SECTION 2 NET LEASE Paragraph 2(1) Intent The Tenant acknowledges and agrees that it is intended that this Lease shall be a completely carefree net lease for the Landlord, except as expressly hereinafter set out, that the Landlord shall not be responsible during the Term of the Lease for any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Leased premises, or the contents thereof, and the Tenant shall pay all charges, impositions, costs and expenses of every nature and kind relating to the Leased Premises except as expressly hereinafter set out, and the Tenant covenants with the Landlord accordingly. SECTION 3 GRANl AND TERM Paragraph 3(1) Leased Premises In consideration of the rents, covenants and agreements .hereinafter reserved and contained on the part of the Tenant to be -6- observed and performed, the Landlord demises and leases to the Tenant, and the Tenant rents from the Landlord, those certain premises, now or hereinafter to be erected as part of the Shopping Centre, which premises contain an area of approximately 3,000 square feet, and which are to be measured by the Land Surveyor or Architect and to be certified by him in accordance with Paragraph 1(8} herein called the "Leased Premises". The boundaries and location of the Leased Premises are outlined in red on the site plan of the building in which the Leased Premises are situate, attached hereto as Schedule "8". Paragraph 3(2) Use of Additional Areas The use and occupation by the Tenant of the Leased Premises shall include the non-exclusive use in common with others entitled thereto of the Common Areas and Facilities, and such other facilities as may be designated from time to time by the Landlord, subject particularly to the provisions of Paragraph 6(1) and 6(2) hereof, and to rules and regulations for the use thereof as prescribed from time to time by the Landlord. Paragraph 3(3) Commencement and Ending Date of Term The Tenant shall have and hold the Leased Premises for and during the term of this Lease (hereinafter called the "Term") which shall be, unless sooner terminated pursuant to other provisions hereof: The period of five (5) years and no months commencing on the !st day of January, 1983 and to be fully completed and ended on the 31st day of December, 1987; Paragraph 3(4) Excuse of Landlord's Performance Anything in this Agreement to the contrary notwithstanding, providing such cause is not due to the wilful act or neglect of the Landlord, the Landlord shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this Lease if same shall be due to any strike, lockout, civil commotion, warlike operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain any material service or financing, through act of God or other cause beyond the control of the Landlord. Paragraph 3(5) Certification and Acknowledgement On or before the date the Leased Premises are opened for business: (a) The Architect or Land Surveyor shall provide a certificate as to the exact Rentable Area of the Leased Premises measured in. accordance with the provisions of Paragraph 1(8) hereof, and such certificate, which shall be final and binding on the parties hereto, shall be attached to and shall be deemed to form a part of this Lease. SECTION 4 RENT Paragraph 4(1) Covenant to Pay The Tenant Covenants to pay rent and additional rent as herein provided. Paragraph 4(2) Minimum Rent The Tenant covenants and agrees to pay from and after the commencement of the Term hereof, to the Landlord or to whom the Landlord may name in writing as his agent for collection of rent at the Office of the Landlord, or at such other place designated by the Landlord, in lawful money of Canada, without any prior demand therefore and without -7 - any deduction, defalcation or set-off whatsoever, as fixed annual minimum rent, for the first five years of the Term, the sum of $31,500.00 payable in equal monthly instalments of $2,625.00 each in advance on the first day of each calendar month of each Lease Year during the first five years of the Term, {herein sometimes called the "fixed minimum monthly rent"). The fixed annual minimum rent is based upon an annual rate of $10.50 per square foot of the Rentable Area of the Leased Premises and upon the certification of the exact Rentable Area of the Leased Premises by the Architect or Land Surveyor, the fixed annual minimum rent shall be adjusted accordingly. For the second five years of the Term herein demised, the Tenant shall pay as fixed annual minimum rent the greater of $31,500.00 or an amount equal to the market annual base rent prevailing in the general area of the Shopping Centre at the commencement of the second five years of Term for comparable space in comparable shopping centres to the Leased Premises in the Shopping Centre such rent to be settled by the Landlord and the Tenant prior to the commencement of the second five year period and failing settlement by that time, the rental shall be settled by arbitration in accordance with the provisions of paragraph 4(3) hereof, not later than three (3) months subsequent to the commencment of the second five year period of the Term. Paragraph 4(3) Arbitration In the event of the failure of the Landlord and Tenant to settle the rental of the second five year Term by the commencement of the second five year period of the Term, such matter for settlement shall be submitted to arbitration by notice given by either party to the other. Upon such notice being given, the matter shall be determined by the award of three arbitrators or by a majority of them, one to be named by the Landlord, and one to be named by the Tenant, within ten (10) days after the giving of such notice, and a third to be selected by these two arbitrators within seven (7) days after both have been nominated. If either the Landlord or the Tenant shall neglect or refuse to name its arbitrator in the time specified, or to proceed with' the arbitration, the arbitrator named by the other party shall proceed with the arbitration and the award of such arbitrator shall be final and binding on both the Landlord and the Tenant. The arbitrators shall have all the powers given by the Arbitration Act and may at any time proceed in such manner as they may see fit on such notice as they deem reasonable in the absence of either party if such party fails to attend. Each party shall pay its own costs and shall share equally the costs of the arbitration. The determination of the arbitrators shall be final and binding upon the Landlord and the Tenant and each party--agrees not to appeal any such arbitration. Paragraph 4(4) Minimum Rent for Second Five Year Term The rental for the second five year period of the Term shall be paid in equal monthly installments equal to one-twelfth (1/12th) of the fixed annual minimum rental for the second five year period of the Term, in advance, on the first day of each month during the second five year period, the first of such monthly installments to be made on the 1st day of January, 1988. If the Term shall commence upon a day other than the first day of a calendar month, then the Tenant shall pay, upon the commencement date of the Term, a portion of the fixed annual minimum rent described in the foregoing clause prorated on a per diem basis with respect to a period of three hundred and sixty-five (365) days. The Tenant hereby agrees to present to the Landlord at the beginning of each tease Year throughout the Term, a series of monthly post-dated cheques for the following Lease Year, in amounts conforming with the fixed minimum monthly payments provided for in this Paragraph 4(2). Paragraph 4(5) Rent and Additional Rent Past Due If the Tenant shall fail to pay, when the same is due and -8- payable, any rent or additional rent, such unpaid amounts shall bear interest from the due date thereof to the date of payment at the rate of twenty-four percent (24%} per month. SECTION 5 TAXES Paragraph 5(1) Taxes Payable by Landlord The Landlord covenants and agrees to pay all real property taxes (including local improvement rates) which may be levied or assessed by any lawful authority against the lands, buildings and improvements including Common Areas and Facilities forming part of the Shopping Centre subject to the provisions of Paragraphs 5(2), 5(3) and 6(4) hereof. Provided, however, that the Landlord may defer payment of any such real property taxes, or defer compliance with any statute, law, by-law, regulation or ordinance in connection with the levying of any such real property tax, in each case, to the fullest extent permitted by law. Paragraph 5(2) Business Taxes and Other Taxes of Tenant In each and every year during the Term, the Tenant shall pay as additional rental and discharge within twenty (20) days after the same become due and payable, all taxes, rates, duties and assessments and other charges that may be levied, rated, charged or assessed against or in respect of all improvements, equipment and facilities of the Tenant on or in the Leased Premises or the Shopping Centre or any part or parts thereof and every tax and license fee in respect of any and every business carried on therein or in respect of the use or occupancy thereof by the Tenant, and any and every sub-tenant or licensee (other than such taxes as corporate income, profits or excess profits taxes assessed upon the income of the Landlord) whether any such assessment or license fees are charged by any federal, municipal, provincial, school or other body during the Term, and the Tenant will indemnify and keep indemnified the Landlord from and against payment for all loss, costs, charges and expenses, occasioned by, or arising from any and all such taxes, rates, duties, assessments, license fees and any and all taxes which may in future be levied in lieu of such taxes, and any loss, costs, charges and expenses suffered by the Landlord may be collected by the Landlord as rent and otherwise as reserved to the Landlord in respect of rent in arrears. The Tenant further covenants and agrees that upon request of the Landlord, the Tenant shall promptly deliver to the Landlord for inspection receipts for payment of all taxes, rates, duties, assessments and other charges in respect of all improvements, equipment and facilities of the Tenant on or in the Leased Premises which were due and payable up to one (1) month prior to such request and will furnish such other information in connection therewith as the Landlord may reasonably require. Paragraph 5(3) Real Property Taxes (a) Lease Premises The Tenant will, as additional rent, in each and every year during the Term and within the times provided for by the taxing authorities, pay to the Landlord or the taxing authorities as the Landlord may direct, and discharge, all taxes, including local improvement rates, impost charges or levies, rates, duties and assessments whether general or special that may be levied, rated, charged or assessed against the Leased Premises or any part thereof from time to time by any taxing authority whether federal, provincial, municipal, school or otherwise, and any taxes payable by the Landlord which are imposed in lieu of, or as substitute for any such real property taxes. The Tenant agrees to provide the Landlord within ten (10) days after demand therefor by the Landlord, with a copy of any separate tax bills, and separate notices of assessents for the Leased Premises. The Tenant will, upon request, promptly deliver to the -g. Landlord, receipts for payments of all such taxes paid to any such taxing authorities, aforesaid, and will furnish such other information in connection therewith as the Landlord may reasonably require. (b) Shopping Centre In the event that there shall not be a separate assessment for real property taxes made against the Leased Premises, the Tenant shall pay a share of such real property taxes (including local improvement rates) which may be levied or assessed by any lawful authority against the lands, buildings and improvements including Common Areas and Facilities forming part of the Shopping Centre within twenty (20) days after demand therefor by the Landlord, as allocated to the Leased Premises by the Landlord. The Landlord shall allocate all real property taxes levied or assessed against the Shopping Centre firstly as between premises intended for leasing and Common Areas and Facilities and secondly, with respect to the real propert taxes so allocated to premises intended for leasing, the Landlord shall make a further allocation of such taxes as between each of the individual premises intended for leasing on such basis as the Landlord shall, in its sole opinion determine equitable, having regard among other things, to the various uses of the premises intended for leasing comprising the Shopping Centre and/or the costs of original construction of same, and/or the relationship of the location area of each of the individual premises intended for leasing in the Shopping Centre and subject to the provisions of Paragraph 5(2) hereof. The Tenant shall pay its Proportionate Share of the real property taxes so allocated to the Common Areas and Facilities in accordance with the provisions of Paragraph 6(4) hereof. The Landlord may estimate and allocate such real property taxes in such manner as it considers equitable as between Outside Common Areas and Facilities. Paragraph 5(4) Pro-Rata Adjustment If any taxation year during the Term of this Lease is less than twelve (12) calendar months, the' Tenant's share of taxes, as so allocated pursuant to Paragraph 5(3)(b) hereof, shall be subject to a per diem pro-rata adjustment. SECTION 6 CO)ql.lON AREAS AND FACILITIES A~!D SHOPPING CENTRE - USE AND COST Paragraph 6(1) Control of Common Areas and Facilities and Shopping Centre by Landlord All Common Areas and Facilities and the Shopping Centre and such other areas, facilities, utilities and improvements provided by the Landlord from time to time for the general use, in common, of tenants, their officers, agents, employees and customers, shall at all times be subject to the exclusive control and management of the Landlord. The Landlord will operate and maintain the Common Areas and Facilities and the Shopping Centre in such manner as the Landlord, in its sole discretion, shall determine from time to time. The Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the operation of the Common Areas and Facilities and the Shopping Centre. Without limiting the generality of the foregoing, but subject to the foregoing qualifications, the Landlord shall have the right, in the control, management and operation of the Common Areas and Facilities and the Shopping Centre, to: (i) Construct, maintain and operate lighting facilities and HVAC systems; (ii) Police and supervise the same; (iii) Close all or any portion of same to such extent as may, in the opinion of the Landlord's counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; - 10 - (vii) (viii) (ix) (iv) Grant, modify and terminate easements or other agreements petaining to the use and maintenance of all or any part or parts of the Common Areas and Facilities and the Shopping Centre, save as already existing with the Corporation of the Town of Picketing; {v) Obstruct or close off all or any part of the Common Areas and Facilities or the Shopping Centre or parts thereof for the purpose of maintenance or repair; (vi) Employ all personnel and make all reasonable rules and regulations (which shall be binding upon the Tenant) pertaining to or necessary for the operation and maintenace of the Common Areas and Facilities and the Shopping Centre. The Tenant acknowledges that the Shopping Centre may be managed by such party or parties as the Landlord may in writing from time to time designate; Use part of the Common Areas and Facilities and the Shopping Centre, from time to time, for merchandising, display, decorations, entertainment and structures designed for special features and promotional activities; Designate the areas and entrances and the times in, through and at which loading and unloading of goods shall be done; Create and enforce such rules and regulations for the delivery or shipping of merchandise, supplies and fixtures to and from the Leased Premises as in the sole judgement of the Landlord are necessary for the proper operation of the Leased Premises and Shopping Centre; (x) Designate and specify the kind of container to be used for garbage and refuse and the manner and times and places at which same shall be placed outside the Leased Premises for collection. If the Landlord shall provide or designate a service for picking up refuse and garbage, the Tenant shall use same at the Tenant's cost. The Tenant shall pay the cost of removal of any of the Tenant's refuse or rubbish. The Tenant shall not burn any trash or garbage of any kind in or about the Leased Premises, the Shopping Centre, or within one mile of the outside property lines of the Shopping Centre. Do and perform such other acts in and to the Common Areas and Facilities and the Shopping Centre as, in the use of good business judgement, in accordance with the law, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by the tenants, their officers, agents, employees and customers, and those entitled, from time to time, to the use thereof. Paragraph 6{2) Licence The Tenant shall have the non-exclusive right to the use of the Common Areas and Facilities from time to time provided hereunder by the Landlord in common with others entitled thereto, and subject to the provisions of this Lease, and if the amount of such Common Areas and Facilities be diminished, the Landlord shall not be subject to any liability nor shall the Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such alteration or diminution of such Common Areas and Facilities be deemed constructive or actual eviction, or a breach of any covenant for quiet enjoyment. Paragraph 6(3) Parking The Landlord shall be entitled to prohibit the Tenant and its employees from parking anywhere in the Shopping Centre, so long as a specific area is designated for employee parking. If the Landlord designates tenant parking areas in the Shopping Centre or elsewhere, the Tenant and its employees shall park their cars only in such parking areas designated from time to time by the Landlord for tenant parking. The Tenant shall furnish the Landlord with the current provincial licence numbers of any vehicles owned or used by the Tenant and by employees of the Tenant within five (5) days after taking possession of the [eased Premises and the Tenant shall, thereafter, notify the Landlord of any changes within five (5)days after such changes occur. - 11 - If the Tenant or its employees fail to park their cars in the designated parking areas as aforesaid, the Landlord, in addition to all other rights and remedies hereunder, shall have the right to charge the Tenant a per diem penalty per car parked in any area other than those designated, as determined by the Landlord from time to time, such charge to be deemed to be additional rent and payable on demand. Paragraph 6(4) Tenant to Bear Proportionate Share of Expense In each Lease Year, the Tenant will pay to the Landlord, in addition to the rental specified in Section 4 hereof, as further additional rental, its Proportionate Share of the Landlord's actual costs and expenses of maintaining and operating the Common Areas and Facilities (and including, without limitation, those portions of the Shopping Centre leased specifically to tenants but made available for use in common by all tenants of the Shopping Centre for the period of such common use) and the Shopping Centre, such costs and expenses to include without limitation and without duplication of costs and expenses: (i) the total annual net costs and expenses (after deducting recoveries from tenants pursuant to clauses similar to Paragraph 8(2) hereof under leases for premises in the Shopping Centre), of insuring lands, buildings, improvements and equipment and other property in the Common Areas and Facilities and the Shopping Centre, owned by the Landlord or for which the Landlord is legally liable, from time to time, in such manner with such companies and form, with such coverage and in such amounts as the Landlord, or its Mortgagees may, from time to time determine, including without limitation, insurance against: (al (b) (d) (el any risks of physical loss or damage insurance to all property owned by the Landlord relative to the Shopping Centre; air-conditioning and heating equipment and miscellaneous electrical apparatus insurance on a broad form blanket cover repair and replacement basis; insurance against loss of insurable gross profits attributable to all perils insured against by the Landlord or commonly insured against by prudent landlords, including loss of all rents receivable from the Tenants in the Shopping Centre in accordance with the provisions of their Leases including minimum rents and all other charges payable as additional rent in such amount or amounts as the Landlord or its mortgagees from time to time request; third party liability coverage including the exposure of personal injury, bodily injury, property damage occurrence, including all contractual obligations coverage and including actions of all authorized employees, subcontractors and agents while working on behalf of 'the Landlord; any other form or forms of insurance as the Landlord or its Nortgagees may reasonably require from time to time for insurable risks and in amounts against which a )rudent landlord would protect itself; (ii) cleaning, snow removal, garbage and waste collection and disposal; (iii) lighting, electricity, public utilities, and the cost of electricity of any signs deemed by the Landlord to be part of the Common Areas and Facilities and the Shopping Centre; (iv) policing, supervising and traffic control; (v) salaries of all personnel employed to manage, supervise and maintain the Shopping Centre and the common areas, including contributions and premiums towards usual fringe benefits, unemployment and Norkmen's Compensation insurance, pension plan contributions and similar premiums and contributions; o 12 (iv) the cost to the Landlord of the rental of any equipment and signs, and the cost of building supplies, used by the Landlord in the maintenance of the Common Areas and Facilities and the Shopping Centre; (vii) real property taxes (including school taxes and local improvement rates, levies, etc.) and all business and other taxes, if any, from time to time payable by the Landlord, (or by any corporation that may provide the same) levied or assessed or allocated by the Landlord pursuant to Paragraph 5(3) hereof against or to the Common Areas and Facilities or against the Landlord on account of its ownership thereof and cost of all appeals on taxes; (viii) repairs and replacements to, and maintenance and operation of, the Common Areas and Facilities and the Shopping Centre, including the cost of gardening and landscaping maintenance and equipment, except where the cost of any such repairs or replacements are directly attributable to inherent structural defects or weaknesses; (ix) depreciation of all fixtures, equipment and facilities which, by their nature, require periodic replacement or substantial replacement (but excluding buildings or structures and permanent parts thereof) at rates on the various items determined from time to time by the Landlord in accordance with sound accounting principles; (x) interest calculated at two percentage points above the rates charged at the end of each Lease Year by any Canadian chartered bank designated from time to time by the Landlord upon the undepreciated capital cost of all fixtures, equipment, facilities, (including maintenance and cleaning equipment) and upon the unamortized portion of the cost of such repairs and replacements as are set out in subparagraph (ix) above; (xi) an administrative fee of fifteen percent (15%) of such total annual costs including without limitation, those referred to in sub paragraphs {il to x) inclusive; Each of the above costs shall be net of: (al All net expenses incurred in operating and maintaining the Common Areas and Facilities and the Shopping Centre which are caused by the negligence of the Landlord's tenants or by reason of a breach by such tenants of provisions in their respective leases (other than recoveries from such tenants under clauses in their respective leases similar to Paragraph 6(4) contained in this Lease). Paragraph 6(5) Payment of Tenant's Share The amounts payable by the Tenant pursuant to Paragraphs 5(3) and 6(4), hereof may be estimated by the Landlord for such period as the Landlord may determine, not to exceed an annual basis and the Tenant agrees to pay to the Landlord its share or Proportionate Share, as so estimated as the case may be, of such amounts in monthly instalments in advance during such period together with other rental payments provided for in this Lease. Notwithstanding the foregoing, as soon as bills for all or any portion of the said amounts so estimated are received, the Landlord may bill the Tenant for its share, or Poroprtionate Share, as the case may be, thereof (less all amounts previously paid by the Tenant on the basis of the Landlord's estimate aforesaid which have not already been so applied) and the Tenant shall pay the Landlord such amounts so billed as additional rent on demand. At the end of the period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement of the actual amounts and costs referred to in Paragraph 5(3) and Paragraph 6(4) hereof, together with a statement of the Tenant's share, and Tenant's Proportionate share, as the case may be, of such amounts and costs payable pursuant to Paragraph 5(3) and Paragraph 6(4) hereof, and if necessary, an adjustment shall be made - 13 - between the parties. If the Tenant shall have paid in excess of such actual amounts, the excess shall be refunded by the Landlord within thirty {30) days after the delivery of the said statement. If the amount the Tenant has paid is less than such actual amounts, the Tenant agrees to pay any such extra amount or amounts with the next fixed minimum monthly rental payment due. If any Lease Year during the Term is greater or less than any-such period determined by the Landlord as aforesaid, the Tenant's share pursuant to Paragraph 5{3}and/or the Tenant's Proportionate Share pursuant to Paragraph 6{A} shall be subject to a per diem, prorata adjustment. SECTION 7 UTILITIES - HEATING, VENTILATING AND AIR-CONDITIO~ING AND OTHER UTILITIES Paragraph 7(1) Utility Charges The Tenant shall be solely responsible for and shall promptly pay all charges for water, oil, gas, electricity, telephone and other utilities used or consumed in or any other charges levied or assessed on or in respect to, the Leased Premises. Should the Landlord elect to supply the water, oil, gas, electricity and/or sewage services for the Shopping Centre, or any other utility used or consumed, or to be used or to be consumed, in the Leased Premises, the Tenant shall purchase and pay for the same as additional rent payable on demand to the Landlord, at rates not in excess of public utility rates for the same service, if applicable. In no event shall the Landlord be liable for, nor have any obligation with respect to, an interruption or cessation of, or a failure in the supply of any such utilities, services or systems, including without limitation, the water and sewage systems, to the Shopping Centre or the Leased Premises whether or not supplied by the Landlord or others. The Tenant shall be required to install its own separate meters for the Leased Premises at its own expense, if so requested by the Landlord. In the event that separate meters are not installed for the Leased Premises as aforesaid, the Landlord shall, acting reasonably, and on the advice of a qualified engineer, estimate the relevant rates of consumption of utility charges in the Leased Premises calculated on the basis of the Tenant's connected load and at the current applicable commercial rates for the municipality in which the Shopping Centre is located, and the Tenant shall pay monthly, in advance, with instalments of fixed minimum monthly rent, all such utility charges so applicable to the Leased Premises. Paragraph 7(2) Heating, Ventilating and Air-Conditioning The Tenant shall, throughout the Term, operate, maintain and' regulate the heating, ventilating and air-conditioning equipment within the Leased Premises in a manner as to maintain ouch reasonable /~/.~.~. conditions of temperature and humidity within the Leased Premises. The Tenant shall comply with ~uch regulations of the Landlord pertaining to the maintenance and operation of such equipment. SECTION 8 INSURAI';CE AND INDE~INITY Paragraph 8(1) Tenant's Insurance (a) The Tenant shall, during the entire Term hereof, at its sole cost and expense, take out and keep in full force and effect and in the names of the Tenant, the Landlord and the Landlord's Mortgagees as their respective interest may appear, the following insurance: (i) Insurance upon p~'o,,,:rty of every description and kl;~d owned by the Tenant, or for which the Tenant is legally liable, or installed by or on behalf of the Tenant, including, without limitation, furniture, fittings, installations, alterations, additions, partitions, fixtures and anything in the nature of a leasehold improvement in an amount of not less than eighty percent (80%) of the full replacement cost thereof, against, at least, the perils of fire and standard extended coverage including sprinkler l(~akages (where applicable), earthquake, flood or collapse. In the event that there shall be a dispute as to the amount which comprises full replacement cost, the decision of the Landlord or its Mortgagees shall be.conclusive; ii) Property damage or public liability insurance including personal liability, contractual liability, Tenants' legal liability, non-owned automobile liability, lease agreement contractual coverage and owners' and contractors' protective insurance coverage with respect to the Leased Premises and the Tenant's use of the Common Areas and Facilities, coverage to include the business operation conducted by the Tenant and any other person on the Leased Prer,~ises. Such 2olicies shall be written on a ce, ~rehe~s !Ye b~s~s with limits of not less than $],~lO0,OCO.O0 For bodily inj~n~ to any one more persons, or prope~'cy dan~ase, and such higher limits ao ihe Landlo.'J or its hlc~'t~gses may reascnably require from ~ins tc ti ~e; iii) ~ny cuber form or fc~ms of insurance as the Tenan~ or .~e Land~o"d or thc Landlord's Mortgagees may rea~c.a~l~ rn~ui?? ~-om time co time in form, in amounts ,~nd ~,r insurance r~sks against which a prudent Tenant ~u!C pro~ect itself. (b) All policies will be taken on policies in form satlsF~,t(~rj from ti.~F~e to ~ime to the Landlord. The Tenant agrees cerlificotes of insurance or, if required by the Landlo)'~ its ~..r~gagee.~, certified copies of each such in.~,~, policy, .,iil be delivered to the La Jlord as snF,.' practicable ~fter the plocing of th~ r~c~]r~.d ~nsuran'e. Al) ,polici~:s wili cc,pia~n an ,Jr, dertaki,~ by t~e insure, q to the Landlc~rd an~ its :qurtgaguus in w~ ,~ng not less than thirty (30) days prior to any ,naterial :zhange, cancellation, or other termination; thereof. (c) The Tenant agrees that if the Tenant fails to take out or to keep in force any such insurance referred to in this Paragraph 8(1), or should any such insurance not be reasonably approved by either the Landlord or its Mortgagees and should the Tenant not rectify the situation within forty-eight (48) hours after written notice by the Landlord to the Tenant (stating if the Landlord or its Mortgagees do not approve of such insurance, the reasons therefor) the Landlord b'~all have the right without assuming any oblig~tiun in c~r, nection therewith, to effect such insurance at ~he sole ~cst ~.< the Tenant and all outlays by the Lan~,)rd st~all b~ im~e-~-~tely p.~able by the Tfmant to the Land!r~rd a~ a,Jdi[i~]nal rc~,. and :h~ll be due on the Fi~'st day of the nzx~ ~onth followi.,g ~]d p:yment by the I:ndiord ¢,it~nut :~'ejudic¢ o any other ,i~T~t~ anJ remedies of the Landlord under' this I. :. ?ar~9,.~h 8(2) The for sale in prohibited by time to time occupancy of, on the Leased same, causes time to time Tenant agrees that ,_ will not keep, ,;se, sell or offer or upon the Leased Pre~! ~s any ~i-ticle which may be the standard form of fire insurance policy in force from covering the Shopping Centre. In the event the Tenant's conduct of business in, or sale of any merchandise from or Premises, whether ~}rnot the Landlord has consented to the any increase in premiums for the insurance carried from by the Landlord with resp:~ct to the Shopping Centre, the Tenant shall pay any such increase n p~'~;~.,, as additional nent within - 15 - ten {JO) days after bills for such additional premiums shall be rendered by the Landlord. In determining whether increased premiums are a result of the Tenant's use or occupancy of the Leased Premises, or the sale of any article therein or therefrom, a schedule issued by the organization making the insurance rate on the Shopping Centre showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up such rate. The Tenant shall comply promptly with all reasonable requirements of the Canadian Underwriters Association or of any insurer now or hereafter in effect, pertaining to or affecting the Leased Premises. Paragraph 8(3) Cancellation of Insurance If any insurance policy upon the Shopping Centre or any part thereof shall be cancelled or shall be threatened by the insurer to be cancelled, or the coverage thereunder reduced in any way by the insurer by reason of the use and occupation of the Leased Premises or any part thereof by the Tenant or by an assignee or sub-tenant of the Tenant, or by anyone permitted by the Tenant to be upon the Leased Premises, and if the Tenant fails to remedy the condition giving rise to cancellation, threatened cancellation, or reduction of coverage within forty-eight (48) hours after notice thereof by the Landlord, the Landlord may, at its option, either (i) re-enter the Leased Premises forthwith by leaving upon the Leased Premises a notice in writing of its intention so to do and thereupon the provisions of Section 16 shall apply or (ii) enter upon the Leased Premises and remedy the condition giving rise to such cancellation, threatened cancellation or reduction, and the Tenant shall forthwith pay the cost thereof to the Landlord, which cost may be collected by the Landlord as rent and the Landlord shall not be liable for any damage or injury caused to any property of the Tenant or of others located on the Leased Premises as a result of any such re-entry. Paragraph 8(4) Loss and Damage The Landlord shall not be liable for any death or injury, or damage to property of the Tenant or of others located on the Leased Premises, nor for the loss of or damage to any property of the Tenant or of others by theft or otherwise, from any cause whatsoever, provided any such damages, loss or injury does not result from the negligence of the Landlord, its agents, servants or employees or other persons for whom it may be responsible. Without limiting the generality of the foregoing, subject to the exception above, the Landlord shall not be liable for any injury and damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Leased Premises or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatsoever nature. The Landlord shall not be liable for any such damage caused by other tenants or persons in the Shopping Centre or by occupants of adjacent property thereto, or the public, or caused by operation on construction or any private, public or quasi-public work. All property of the Tenant kept or stored on the Leased Premises shall be so kept or stored at the risk of the Tenant only and the Tenant shall hold the Landlord harmless from any claims arising out of damages to the same, including subrogation claims by the Tenant's insurers. Paragraph 8(5) Landlord's Insurance The Landlord covenants and agrees that throughout the Term of the Lease, it will insure the Shopping Centre (excluding foundations and excavations) and the machinery, boilers and equipment contained therein owned by the Landlord (specifically excluding any property with respect to which the Tenant is obliged to insure pursuant to the provisions of Paragraph 8(1) hereof) against damage by fire and extended perils coverage in such reasonable amounts as would be carried by a prudent owner of a similar Shopping Centre. The Landlord will also, throughout the Term of the Lease, carry public liability and property damage insurance with respect to the operation of the Shopping Centre in reasonable amounts as would be carried by a prudent owner of a similar Shopping Centre. The Landlord may but shall not be obliged to, take out and carry any other form or forms of insurance as it or its Mortgagees - 16 - may reasonably determine advisable. will pay its Proportionate Share of insurable interest is conferred upon insurance carried by the Landlord. Notwithstanding that the Tenant the costs of such insurance, no the Tenant under any policies of Paragraph 8(6) Indemnification of Landlord The Tenant will indemnify the Landlord and save it harmless from and against any and all loss (including loss of rentals payable by the Tenant pursuant to this Lease) claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by the Tenant of the Leased Premises or any part thereof, or occasioned wholly or in part by any act or omission of the Tenant, its agents, contractors, employees, servants, licensees or concessionaires or invitees or by anyone permitted to be on the Leased Premises by the Tenant. In case the Landlord shall, without fault or on its part, be made a party to any litigation commenced by or against the Tenant, then th Tenant shall protect and hold the Landlord harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by the Landlord in connection with such litigation. The Tenant shall also pay all costs, expenses and reasonable legal fees that may be incurred or paid by the Landlord in enforcing the covenants and agreements in this Lease, unless a Court shall otherwise award. SECTION 9 USE OF PREMISES Paragraph 9(1) Use of Premises The Tenant shall use the Leased Premises solely for the Purpose of operating a branch Public Library and the Tenant will not use or permit, or suffer the use of, the Leased Premises or any part or par'ts thereof for any other purpose. Paragraph 9(2) Prohibited Activities (Al Without limiting the generality of the provisions of Paragraph 10(1) hereof, the Tenant will not use or permit, or suffer the use of the Leased Premises, or any part or parts thereof, for any of the following operations or activities: (il The sale of second hand goods or surplus articles, insurance salvage stock, fire sale stock or bankruptcy stock; (ii) A discount house or discount store or a store which purports to sell on a general or regular basis, merchandise at a discount from regular prices; (iii) An auction, bulk, liquidation, "going out of operation" or bankruptcy sale, warehouse sale, or any special sale or sales other than such as are incidental to the normal routine of the Tenant's operation with its regular customers and other than bulk sale made to an assignee or sub-lessee pursuant to a permitted assignment or subletting hereunder; (iv) Any other operation which, because of the merchandising methods likely to be used, would tend to lower the character of the Shopping Centre; (v) Any operation in any line of merchandise which makes a practice of unethical or deceptive advertising and/or selling procedures; (iv) Catalogue sales in or from the Leased Premises except of merchandise which the Tenant is permitted to sell "over the counter" in or at the Leased Premises pursuant to the provisions of Paragraph 10(1). Landlord shall have the right to cause Tenant to discontinue and Tenant shall thereupon forthwith discontinue the sale of any item, merchandise and/or commodity, the supply of any service and/or the carrying on of any operation, not in the - 17 - sole and absolute opinion of the Landlord to fall within the normal use and occupation of the Leased Premises by Tenant as set out in Paragraph 10(1). Paragraph 9(3) Conduct of Operation The Tenant shall occupy the Leased Premises from and after the commencement of the Term hereof and shall, thereafter, conduct continuously the operation set out in Paragraph 10(1) hereof, in the whole of the Leased Premises. In the conduct of the Tenant's operation pursuant to the terms of this Lease, the Tenant shall: (i) conduct its operation in the Leased Premises during such hours and on such days as the Landlord may from time to time require or permit, and at other time. Provided that nothing shall require the Tenant to carry on its operation during any period prohibited by any law or by-law regulating the hours when such operation may be carried on. (ii) install and maintain at all times displays in the display windows (if any) of the Leased Premises. The Tenant shall keep the display windows and signs, if any, in the Leased Premises well lighted during such hours as are designed by the Landlord from time to time; (iii) the Tenant shall not use any portion of the Leased Premises for anything other than a public library open to the public; (iv) not perform any acts or carry on any practices which may injure the building or buildings and improvements forming the Shopping Centre or be a nuisance or menace to the Landlord or to other tenants in the Shopping Centre; (v) not do, nor shall it suffer or permit to be done, any act in or about the Common Areas and Facilities or the Shopping Centre which shall hinder or interrupt the flow of traffic to, in and from the Shopping Centre and not do, nor suffer or permit anything to be done which will in any way obstruct the free movement of persons doing operation in the Shopping Centre with any tenant or occupant of the Shopping Centre; (vi) not, nor shall it suffer or permit its employees or agents to, solicit operation in any of the Common Areas and Facilities, nor display any thing outside the Leased Premises at any time without the prior written consent of the Landlord first had and obtained; (vii) not con,nit or suffer or permit to be committed any waste upon the Leased Premises or any nuisance or other thing which may disturb the quiet enjoyment of any other tenant in the Shopping Centre, or which may unreasonably disturb, interfere with or annoy any person within five hundred (500) feet of the boundaries of the Shopping Centre; (viii)) not install or allow on the Leased Premises any radio, television or other transmitting device and not to erect on the roof of any building in which the Leased Premises are situate or on any exterior walls of the Leased Premises or in any of the Co~on Areas and Facilities any aerial without in each instance, first obtaining the written consent of the Landlord. Any such installation without such written Consent shall be subject to removal without notice at any time and at the cost of the Tenant; (ix) not use any loud speakers, television, phonographs, radios or other devices in a manner so as to be heard or seen outside of the Leased Premises without the prior written consent of the Landlord. Any operation or practice promulgated, carried on or maintained by the Tenant, whether through advertising or selling procedures or othemvise, which in the reasonable opinion of the Landlord may harm or tend to harm the operation or reputation of the Landlord or reflect or tend to reflect unfavourably on the Shopping Centre, the Landlord or other tenants of premises in the Shopping Centre, or which might tend to confuse, mislead, deceive or be fraudulent to the public, shall be immediately discontinued by the Tenant at the request of the Landlord. - 18- Paragraph 9(4) Observance of Law The Tenant shall, at its sole cost and expense, comply with all provisions of law, including, without limiting the generality of the foregoing, all requirements of all federal and provincial legislative enactments, by-laws and other governmental or municipal regulations now or hereafter in force which relate to the Leased Premises, or to the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Leased Premises subject to the provisions of Paragraph 11(1) hereof, and the Tenant will comply with all police, fire and sanitary regulations imposed by any governmental, provincial and municipal authorities, or made by fire insurance underwriters, and the Tenant will observe and obey governmental and municipal regulations and any other requirements governing the conduct of any operation in the Leased Premises. Paragraph 9(5) Licences and Concessions The Tenant shall not permit any operation to be operated in or from the Leased Premises by any concessionaire, franchisee, licensee or otherwise without the prior written consent of the Landlord in each instance first had and obtained, which consent may, notwithstanding any statutory provision or provisions to the contrary, be arbitrarily withheld. The consent by the Landlord to any concession or franchise or licence shall not constitute a waiver of the necessity for such consent to any subsequent concession, franchise or licence. In the event the Landlord does grant its consent to any such concession, franchise or licence, each such concession, franchise or licence shall only be granted upon and subject to the following conditions: (il That such concession, franchise or licence shall be subject to the terms and conditions contained in this Lease; (ii) That the aggregate area of all such concessions, franchises or licences shall not at any one time exceed such percentage of the Rentable Area of the Leased Premises that the Landlord shall, in its sole discretion, deem advisable; (iii) That each such concessionaire, franchisee or licensee shall carry on operation under the name and style of the Tenant and in such manner so that to all intents and purposes, same shall appear as an integral part of the Tenant's operation operations. SECTION 10 MAINTENANCE, REPAIRS AND ALTERATIONS OF THE LEASED PREMISES Paragraph 10(1) Maintenance and Repairs by Tenant The Tenant shall at its sole cost, at all times keep and maintain the whole of the Leased Premises (including the structure of the premises, entrances, all glass, show window mouldings and store fronts) and all signs, partitions, doors, fixtures, equipment and appurtenances thereof and improvements thereto (including lighting, heating, ventilation and plumbing fixtures and equipment, and refrigeration equipment and wiring and the air conditioning system within the Leased Premises), in good order, first-class condition including periodic painting and decoration as determined by the Landlord and shall make all needed repairs and replacements thereto with due diligence and dispatch. Paragraph 10(2) Landlord's Approval and Designated Tradesmen The Tenant will not make any repairs, alterations, replacements, decorations or improvements to any part of the Leased Premises without first obtaining the Landlord's written approval. The Tenant shall submit to the Landlord details of the proposed work including drawings and specifications prepared by qualified designers and conforming to good engineering practice, such indemnification against liens, costs, dan)ages and expenses as the Landlord shall - 19 require, and evidence satisfactory to the Landlord that the Tenant has obtained, at its expense, all necessary consents, permits, licences and inspections from all governmental authorities having jurisdiction. All such repairs, replacements, alterations, decorations or improvements by the Tenant to the Leased Premises approved of by the Landlord shall be at the sole cost of the Tenant, shall be performed by competent workmen in a good and workmanlike manner and in accordance with the drawings and specifications which the Landlord has approved, and shall be subject to the reasonable supervision and direction of the Landlord. Any such repair, replacement, alteration, decoration or improvement made by the Tenant without the prior written consent of the Landlord or which is not in accordance with the drawings and specifications approved by the Landlord shall, if requested by the Landlord, be promptly removed by the Tenant at its expense and the Leased Premises restored to their previous condition. Notwithstanding what is hereinbefore contained, if any repairs, alterations, additions or improvements to the Leased Premises are approved by the Landlord and affect the structure of the Leased Premises or the Shopping Centre, such work shall be performed by the Landlord or its agents. The Landlord or its agents shall perform such repairs, alterations, additions or improvements to the Leased Premises, as aforesaid, at the Tenant's expense plus a further fifteen percent (15%) of the Landlord's total cost of such repairs, alterations, additions or improvements payable as additional rent upon demand. No repairs, alterations, additions or improvements to the Leased Premises by or on behalf of the Tenant shall be permitted which may weaken or endanger the structure or adversely affect the condition or operation of the Leased Premises and/or the Shopping Centre or diminish the value thereof, or restrict or reduce the Landlord's coverage for municipal zoning purposes. Paragraph 10(3) Repair on Notice In addition to the obligations of the Tenant contained in Paragraph 11(1) hereof, but subject to the qualifications contained in Paragraph 11(1) hereof, the Tenant shall effect all repairs referred to therein according to notice from the Landlord but failure to give notice shall not relieve the Tenant from its obligation to repair. Paragraph 10(4) Surrender of Leased Premises At the expiration of the tenancy hereby created, the Tenant shall surrender the Leased Premises in the same condition as the Leased Premises were in upon delivery of possession to the Tenant under this Lease, reasonable wear and tear excepted, and the Tenant shall surrender all keys for the Leased Premises to the Landlord at the place then fixed for the payment of rent and shall inform the Landlord of all combinations on locks, safes and vaults, if any, in the Leased Premises. The Tenant shall, however, remove all its fixtures and any alterations or improvements if requested by the Landlord as provided in Paragraph 11(1) hereof before surrendering the Leased Premises as aforesaid, and shall repair any damage to the Leased Premises caused by their installation and/or removal. The Tenant's obligation to observe and perform this covenant shall survive the expiration or sooner determination of the Term of this Lease. Paragraph 10(5) Repair Where Tenant at Fault If the Shopping Centre or the Common Areas and Facilities, or any equipment, machinery or facilities contained therein or the roof or outside walls of the Shopping Centre or any other structural portions thereof require repair or become damaged or destroyed through the negligence, carelessness or misuse of the Tenant, its servants, agents, employees, contractors, lessees, licensees or concessionaires, or through it or them in any way stopping up or injuring the heating apparatus, water pipes, drainage pipes or other equipment or facilities or parts of the Shopping Centre, the expense of the necessary repairs, replacements or alterations plus a further fifteen percent (15%) of the cost thereof, shall be borne by the Tenant who shall pay the same to the Landlord forthwith upon presentation of an account of such expenses - 20 - incurred by the Landlord as aforesaid. Paragraph 10(6) Tenant not to Overload Utility Facilities The Tenant agrees not to install any equipment which will exceed or overload the capacity of any utility facilities in the Leased Premises and agrees that if any equipment installed by the Tenant shall require additional utility facilities, same shall be installed, if available, at the Tenant's expense in accordance with plans and specifications to be approved by the Landlord. Paragraph 10(7) Not to Overload Floors The Tenant covenants and agrees that it will not bring upon the Leased Premises or any part thereof, any machinery, equipment, article or thing that by reason of its weight, size or use might in the opinion of the Landlord, damage the Leased Premises and will not at any time, overload the floors of the Leased Premises and that if any damage is caused to the Leased Premises, by any machinery, equipment, article or thing or by overloading, or by any act, neglect, or misuse on the part of the Tenant, or any of its servants, agents or employees, or any person having operation with the Tenant, the Tenant will forthwith repair the same or pay to the Landlord the cost of making good the same. Paragraph 10(8) Plumbing Facilities The plumbing facilities in the Leased Premises shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by the Tenant. Paragraph 1(9) Removal and Restoration by Tenant All alterations, decorations, additions and improvements made by the Tenant, or made by the Landlord on the Tenant's behalf, (other than the Tenant's fixtures), shall immediately become the property of the Landlord without compensation therefor to the Tenant. Such alterations, decorations, additions or improvements shall not be removed from the Leased Premises either during or at the expiration of the Term or sooner determination of the Lease except that: (i) the Tenant may at the end of the Term, if not in default, remove its fixtures; (ii) the Tenant shall, at the end of the Term, at its own cost remove such of its leasehold improvements and fixtures as the Landlord may require to be removed; (iii) the Tenant may remove its fixtures at the end of the Term and also during the Term in the usual and normal course of its o'peration or if such fixtures have become excess for the Tenant's purposes or the Tenant is substituting therefor new and similar fixtures, provided the Tenant is not in default and provided the Tenant first notifies the Landlord thereof. The Tenant shall, in the case of every such removal either during or at the end of the Term, make good any damage caused to the Leased Premises and/or the Shopping Centre by the installation and removal of any such alteration, decoration, addition or improvement. Paragraph 10(10) Notice by Tenant The Tenant shall promptly notify the Landlord of any damage to, or deficiency or defect in any part of the building in which the Leased Premises are situate, any part of the Leased Premises or any equipment or utility systems or installations therein located and serving the Leased Premises, notwithstanding the fact that the Landlord may have no obligations with respect to the same. Paragraph 10(11) Tenant shall Discharge all Liens The Tenant shall promptly pay all its contractors and - 21 - materialmen and shall do any and all things necessary so as to minimize the possibility of a lien attaching to the Leased Premises or to any or all of the Shopping Centre and should any such lien be made or filed, the Tenant shall discharge the same forthwith (after notice thereof is given to the Tenant), at the Tenant's expense. In the event that the Tenant shall fail to cause any such lien to be discharged as aforesaid, then, in addition to any other right or remedy of the Landlord, the Landlord may, but it shall not be so obligated, discharge the same by paying the amount claimed to be due into Court or directly to any such lien claimant and the amount, so paid by the Landlord and all costs and expenses including solicitor's fee (on a solicitor and his client basis) incurred herein for the discharge of such lien shall be due and payable by the Tenant to the Landlord as additional rent on demand. Paragraph 10(12) Signs, and Advertising The Tenant will not paint, affix, display or cause to be painted, affixed or displayed, any sign, picture, advertisement, notice, lettering or decoration on any part of the exterior of the Leased Premises without, in each instance, the prior written approval of the Landlord. If the Landlord in its sole discretion, acting reasonably shall object to any sign, picture, advertisement, notice, lettering or decoration which may be painted, affixed or displayed in any part of the interior of the Leased Premises and which is visible from the exterior thereof, the Tenant shall forthwith remove same at its sole cost and expense. The Tenant agrees to erect and maintain an identification sign or signs of a type or types and in a location or locations required in writing by the Landlord and in accordance with the Landlord's sign policy for the Shopping Centre. The Landlord may require that any such sign be illuminated and the Tenant, at its expense, shall illuminate such sign during such hours as the Landlord may require the Tenant to illuminate the Leased Premises as hereinbefore provided. Any such sign shall remain the property of the Tenant and shall be maintained by the Tenant at its sole cost and expense and the Tenant shall pay for the electricity in any such signs. If the electricity for all tenants' signs in the building in which the Leased Premises are situate shall be calculated on a single meter, the Tenant shall pay a pro-rata portion of the cost of such electricity as equitably apportioned by the Landlord. Any such signs shall be removed by the Tenant at the termination of the Lease and the Tenant shall promptly repair any and all damage caused by any such removal. Paragraph 10(13) Pest Extermination The Tenant shall use at the Tenant's cost such pest extermination contractor as the Landlord may direct and at such intervals as the Landlord may require. SECTION 11 DAMAGE AND DESTRUCTION Paragraph 11(1) Destruction of Leased Premises (a) In the event the Leased Premises shall at any time be destroyed or damaged (including smoke damage), as a result of fire, the elements, unavoidable accident or other casualty, then and so often as such an event shall occur, the Lease shall continue in full force and effect, the rental and other amounts payable by the Tenant shall not terminate, be reduced or abate notwithstanding the fact that the Tenant may not have the use of the Leased Premises and the Landlord shall, subject to the provisions of Paragraph 12(2)(b) hereof, comm]ence diligently to reconstruct, rebuild or repair the Leased Premises to the extent only of the Landlord's work set out in the Agreement to Lease and exclusive of the Tenant's work as therein set out, or to the extent only of the Landlord's work - 22 - in connection with the original construction of the Leased Premises. Upon the Tenant being notified in writing by the Landlord that the Landlord's work of reconstruction or rebuilding or repairs are substantially completed, the Tenant shall forthwith complete all Tenant's work, including, without limitation, such work as is set out in the Agreement to Lease or the Tenant's Work in connection with the original construction of the Leased Premises and all work required to fully restore the Leased Premises for operation full% fixtured, stocked and staffed. The Tenant shall complete its work and open for operation within thirty (30) days after notice that the Landlord's work is substantially completed. Paragraph 11(2) Destruction of Shopping Centre (a) In the event that less than fifty percent (50%) of the area of all buildings in the Shopping Centre shall at any time be destroyed or damaged (including smoke damage) as a result of fire, the elements, unavoidable accident or other casualty, notwithstanding that the Leased Premises may be unaffected by ~uch occurrence, or in the event that more than fifty percent (50%) of the area of all buildings in the Shopping Centre are so damaged or destroyed but the Landlord shall not exercise its option to terminate this Lease as set out in Paragraph 12(2)(b) hereof, then and so often as such event shall occur, the Lease shall continue in full force and effect, the rental percentage rent to be calculated in accordance with the provisions of 12(1) hereof, and other amounts hereby reserved shall not abate, and the Landlord shall commence diligently to reconstruct, rebuild or repair the Shopping Centre following such destruction or damage, but only to the extent of the Landlord's responsibilities pursuant to the terms of the various leases of premises in the Shopping Centre and exclusive of any tenant's resonsibilities set out therein. (b) Notwithstanding the provisions of Paragraph 12(1)(a) hereof, in the event that fifty percent (50%) or more of the area of all buildings in the Shopping Centre shall at any time be destroyed or damaged as set out in Paragraph 12(2)(a) hereof, then and so often as any of such events shall occur, the Landlord may, at its option, to be exercised by notice in writing to the Tenant, given within ninety (90) days next following any such occurrence, elect to cancel or terminate this Lease and in the case of such election, the Term of this Lease and the tenancy hereby created shall expire by lapse of time upon the thirtieth (30th) day after such notice is given, and the Tenant shall, with such thirty (30) day period, vacate the Leased Premises and surrender the same to the Landlord with the Landlord having the right to re-enter and/or repossess the Leased Premises discharged of this Lease and to remove all persons and property therefrom. Minimum Rent, Percentage Rent and Additional Rent shall be due and payable without reductions or abatement subsequent to the destruction and damage and until the date of determination. (c) In the event the Landlord shall elect to repair, reconstruct or rebuild the Shopping Centre or any part or parts thereof, the Landlord may use plans and specifications and working drawings other than those used in the original construction of same. Paragraph 11(3) Architect's Certificate The certificate of the Architect as to the percentage of the area of the buildings in the Shopping Centre damaged or destroyed; the date upon which the Landlord's work of reconstruction and/or repairs is substantially completed; the state of completion of any work of either the Landlord or the Tenant under this Lease; or the percentage of the area of the buildings or the Conmon Areas and Facilities or the parking area in the Shopping Centre acquired or expropriated pursuant to the terms of this Lease, shall bind the parties hereto. - 23 - SECTION 12 ASSIGNMENT AND SUBLETTING Paragraph 12(1) Consent Required The Tenant will not assign this Lease in whole or in part, nor sublet all or any part of the Leased Premises, nor mortgage or encumber this Lease or the Leased Premises or any part thereof, nor suffer or permit the occupation of all or any part thereof by others, without the prior written consent of the Landlord in each instance, which consent,~ may, notwithstanding any statutory provision or provisions to the contrary, be arbitrarily withheld. The consent by the Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, or if the Leased Premises or any part thereof be sublet or occupied by anybody other than the Tenant, the Landlord may collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant, or occupant as tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. Notwithstanding any assignment or sublease, the Tenant shall remain jointly and severally liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. Any assignment of this Lease if consented to by the Landlord shall be prepared by the Landlord or its solicitors, and any and all legal costs with respect thereto shall be borne by the Tenant. Any consent granted by the Landlord shall be subject to the Tenant causing any such assignee, sublessee or occupant to execute an indenture and covenant directly with the Landlord agreeing to be bound by all of the terms contained in this Lease, as if such assignee, sublessee or occupant had originally executed this Lease as Tenant. Paragraph 12(2) Landlord's Option In the event that the Tenant desires to assign, sublet or part with possession of all or any part of the Leased Premises, or to transfer this Lease in any other manner, in whole or in part or any estate or interest thereunder, then and so often as such event shall occur, the Tenant shall give prior written notice to the Landlord of such desire, specifying therein the proposed assignee, transferee or sublet tenant and the Landlord shall, within thirty (30) days thereafter, notify the Tenant in writing either, that: (i) it consents or (ii) does not consent as aforesaid to the assignment, subletting or parting with or sharing possession as the case may be, or (iii) it elects to cancel this Lease in preference to the giving of such consent. In the event the Landlord elects to cancel this Lease as aforesaid, the Tenant shall notify the Landlord in writing within fifteen (15) days thereafter of the Tenant's intention either to refrain from such assigning, subletting or parting with or sharing possession or to accept the cancellation of this Lease. Should the Tenant fail to deliver such notice within such period of fifteen (15) days, this Lease will thereby be terminated upon the expiration of the said fifteen (15) day period. Paragraph 12(3) Advertising Tenant shall not print, publish, post, mail, display, broadcast or otherwise advertise or offer for any of the aforesaid purposes, the whole or any part of the Leased Premises for purposes of assignment, sublet, transfer or encumbrance, and shall not permit any broker or other party to do any of the foregoing, unless the complete text and format of any such notice, advertisement, or offer shall have first been approved in writing by Landlord. Without in any way restricting or limiting Landlord's right to refuse any text and format on other grounds, any text and format proposed by Tenant shall not contain any reference to the rental rate for the premises. - 24 - Paragraph 12(4) Assignment by Landlord In the event of the sale or lease by the Landlord of the Shopping Centre or any part or parts thereof, or the assignment by the Landlord of this Lease or any interest of the Landlord hereunder, and to the extent that such purchaser or assignee has assumed the covenants and obligations of the Landlord hereunder, the Landlord shall, without further written agreement, be freed and relieved of liability upon such covenants and obligations. SECTION 13 ACCESS AND ALTERATIONS Paragraph 13(1) Right of Entry The Landlord or its agents shall have the right to enter the Leased Premises at all times to examine the same, and to show them to prospective purchasers, lessees or mortgagees, and to make such repairs, alterations, improvements or additions to the Leased Premises and the Shopping Centre or any part thereof as the Landlord may deem necessary or desirable, and the Landlod shall be allowed to take all material into and upon the Leased Premises which may be required therefor without the same constituting an eviction of the Tenant in whole or in part and the rent reserved shall not abate while said repairs, alterations, improvements or additions are being made due to loss or interruption of operation of the Tenant, or otherwise. During the twelve (12) months prior to the expiration of the Term of this Lease or any fenwal term, the Landlord may exhibit the Leased Premises to prospective tenants or purchasers, and place upon the Leased Premises the usual notices "To Let" or "For Sale", which notices the Tenant shall permit to remain thereon without molestation. If the Tenant shall not be personally present to open and permit an entry into the Leased Premises, at any time, when for any reason an entry therein shall be necessary or permissible, the Landlord or such agents may enter the same by a master key, or may forcibly enter the same, without rendering the Landlord or such agents liable therefor, and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon the Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Leased Premises, or any part thereof, except as otherwise herein specifically provided. Paragraph 13(2) Excavation If an excavation shall be made upon land adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, licence to enter upon the Leased Premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall or the building of which the Leased Premises form a part from injury or damage and to support the same by proper foundations, without any claim for damages or indemnification against Landlord or diminution or abatement of rent. SECTION 14 STATUS STATEIqENT, ATTORNMENT AND SUBORDINATION Paragraph 14(1) Status Statement Within ten (10) days after written request therefor by the Landlord, or in the event that upon any sale, assignment, lease or mortgage of the Leased Premises and/or the land thereunder by the Landlord, a status statement shall be required from the Tenant, the Tenant agrees to deliver in a form supplied by the Landlord a certificate to any proposed mortgagee or purchaser, or to the Landlord, stating (if such be the case) that: - 25 - (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and identify the modification agreements) or if this Lease is not in full force and effect, the certificate shall so state; (ii) the date of commencement of the Term; (iii) the date to which rental has been paid under this Lease; (iv) whether or not there is any existing default by the Tenant in the payment of any rent or other sum of money under this Lease, and whether or not there is any existing default by either party under this Lease with respect to which a notice of default has been served and if there is any such default, specifying the nature and extent thereof; (v) whether there are any setoffs, defenses or counter claims against enforcement of the obligations to be performed by the Tenant under this Lease; and, (vi) with reasonable particularity, evidence of the Tenant's financial standing. Paragraph 14(2) Attornment The Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage, charge, lease on sale and leaseback transaction, deed of trust or the lien resulting from any other method of financing or refinancing made by the Landlord covering the Leased Premises and/or the Shopping Centre, attorn to the mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser upon any such foreclosure or sale and recognize such mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser as the Landlord under this Lease. Paragraph 14(3) Subordination This Lease and all of the rights of the Tenant hereunder are, and shall at all times, be subject and subordinate to any and all mortgages, trust deeds or the charge or lien resulting from any other method of financing or refinancing, or any renewals or extensions thereof, now or hereafter in force against the lands, buildings and improvements forming the Shopping Centre, and upon request of the Landlord and Tenant will subordinate this Lease and all of its rights hereunder in such form or forms as the Landlord may require to any such mortgage or mortgages, trust deeds or the charge or lien resulting from any other method of financing or refinancing and to all advances made or hereafter to be made upon the security thereof, and will, if requested, attorn to the holder thereof. No subordination by the Tenant shall have the effect of permitting the holder of any mortgage or charge or other security to disturb the occupation and possession 'by the Tenant of the Leased Premises, so long as the Tenant shall perform all of the terms, covenants, conditions, agreements and provisos contained in this Lease, and so long as the Tenant executes contemporaneously, a document of attornment as required by any such Mortgagee or other encumbrancer. Paragraph 14(4) Execution of Instruments The Tenant, upon request of any party in interest, shall execute promptly such instruments or certificates to carry out the intent of Paragraph 14(2) and 14(3) above as shall be requested by the Landlord. If ten (10) days after the date of a request by the Landlord to execute such instruments, the Tenant shall not have executed the same, the Landlord may, at its option, cancel this Lease without incurring any liability on account thereof, and the Term hereby granted is expressly limited accordingly. SECTION 15 DEFAULT Paragraph 15(1) Right to Re-enter Proviso for re-entry by the Landlord on non-payment of rent or non-performance of covenants. - 26 - In the event of any failure of the tenant to pay any rental or other sums due hereunder on the day o~ dates appointed for the payment thereof (provided the Landlord shall give five (5} days' written notice to the Tenant of any such failure) or in the event of any failure of the Tenant to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by the Tenant, (provided the Landlord shall have first given the Tenant ten (10) days' written notice of any such failure to perform, and the Tenant shall, within such period of ten (10) days, have failed to commence diligently and thereafter proceeded diligently, to cure any such failure to perform), or if the Tenant or any agent of the Tenant shall falsify any report required to be furnished to the Landlord pursuant to the terms of this Lease or if the Leased Premises have become and remain vacant for a period of seven {7) days or are used by any other person{s) than such as are entitled to use them hereunder, or if the Tenant shall suffer this Lease, or any of its assets to be taken under any writ of execution, or if re-entry is permitted under any other terms of this Lease,. then the Landlord, besides any other rights or remedies it may have, pursuant to this Lease or by-law, shall have, to the extent permitted by law, the immediate right of re-entry and may remove all persons and property from the Leased Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of the Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. Paragraph 15(2) Right to Relet Should the Ladlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in this Lease, in order to relet the Leased Premises, or any part thereof for such term or terms (which may be for a term extending beyond the Term of the Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable; upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting including brokerage fees and solicitor's fees and of costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and the payment of/f lent due and unpaid hereunder; and the residue, if any, shall be helsF by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from the Tenant all damages it may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor's fees and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated Term, over the then reasonable rental value of the Leased Premises for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord. If such termination shall take place after the expiration of two or more 12-month Lease - 27 - Years, the annual rent for each Lease Year after such termination 'subsequent to default, shall be equal to the average fixed annual minimum rent paid by the Tenant during such expired lease Years. If such termination shall take place before the expiration of two 12-month Lease Years, the annual rent so payable in each Lease Year after such termination shall be conclusively presumed to be equal to twelve (12) times the average fixed minimum monthly rent which would have been payable prior to such termination had Paragraph 4(3) of this Lease required monthly payments of percentage rental based on Gross Revenue during each such months. In any of the events referred to in Paragraph 16(1) hereof, in addition to any and all other rights, including the rights referred to in this Section and in Paragraph 16(1) hereof, the full amount of the current month's fixed minimum monthly rent, monthly contributions towards taxes, insurance premiums, the Tenant's Proportionate Share of costs of maintaining and operating the Common Areas and Facilities and the Shopping Centre as set out in Paragraph 6(4) hereof, and any other payments required to be made monthly hereunder, and the next three (3) months' fixed minimum monthly rent and such payments, shall immediately become due and payable. Paragraph 15(3) Expenses In case suit shall be brought for recovery of possession of the Leased Premises, for the recovery of rent or any other amount due under the provisions of this Lease, or because of the breach of any other covenants herein contained on the part of the Tenant to be kept or performed, and a breach shall be established, the Tenant shall pay to the Landlord all expenses incurred therefor, including a reasonable solicitor's fee. Paragraph 15(4) Removal of Chattels In case of removal by the Tenant of the goods and chattels of the Tenant from the Leased Premises, the Landlord may follow same for thirty (30) days in the same manner as is provided for in The Landlord and Tenant Act (Ontario). Paragraph 15(5) No Distress The parties hereby covenant and agree that in consideration of the premises and of leasing and letting by the Landlord to the Tenant of the Leased Premises for the term hereby created (and it is upon that express understanding that these presents are entered into), that none of the goods and chattels of the Tenant at any time during the continuance of the term hereby created on the Leased Premises shall be subject to levy by distress for rent in arrears by the Tenant and that upon any distress being made by the Landlord this covenant and agreement may be pleaded as an estoppel against the Landlord in any action brought to test the right to the levying. Paragraph 15(6) Landlord May Cure Tenant's Default and/or Perform Tenant's Covenants If the Tenant shall fail to pay, when due, any amounts or charges required to be paid pursuant to this Lease, the Landlord, after given five (5) days' notice in writing to the Tenant, may, but shall not be obligated to pay all or any part of the same. If the Tenant shall be in default in the performance of any of its covenants hereunder (other than the payment of rent or other sums required to be paid pursuant to the terms of this Lease), the Landlord may from time to time after the giving of such notice as it shall deem sufficient (or no notice in the case of an emergency) having regard to the circumstances applicable, perform or cause to be performed any of such covenants or obligations, or any part thereof, and for such purpose may do such things as may be requisite, including, without limitation, entering upon the Leased Premises and doing such things upon or in respect of the Leased Premises or any part thereof as the Landlord may reasonably consider requisite or necessary. All expenses incurred and expenditures made by or on behalf of the Landlord under this Paragraph 16(6) plus a sum equal to fifteen percent (15%) thereof shall be additional rent hereunder and shall be paid by the Tenant upon demand. The Landlord shall have no liability to - 25 - the Tenant for any loss or damages resulting from any such action by the Landlord, and entry by the Landlord under the provisions of Section 14 or 16 shall constitute breach of the covenant for quiet enjoyment or an eviction. Paragraph 15(7) Additional Rent If the Tenant shall be in default in the payment of any amounts or charges required to be paid pursuant to the terms of this Lease, they shall, if not paid when due, be collectible as rent with the next installment of rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charges at the time same becomes due and payable hereunder, or limit any other remedy of the Landlord. The Tenant covenants and agrees that the Landlord may at its option, apply any sums received from or due to the Tenant against any amounts due and payable hereunder in such manner as the Landlord sees fit. SECTION 16 RULES AND REGULATIONS Paragraph 16(1) Rules and Regulations The rules and regulations attached hereto as Schedule "C" are hereby made a part of this Lease, as if they were embodied herein, and the Tenant agrees to comply with and observe the same. the Tenant's failure to keep and observe said rules and regulations shall constitute a breach of this Lease in such manner as if the same were contained herein as covenants. The Landlord reserves the right from time to time to amend or supplement said rules and regulations and to adopt and promulgate additional rules and regulations applicable to the Leased Premises and/or the Shopping Centre. Notice of such rules and regulations and amendments and supplements, if any, shall be given to the Tenant, and the Tenant agrees thereupon to comply with and observe all such rules and regulations, and amendments thereto and supplements thereof, provided that no rule or regulation shall contradict any provisions of this Lease. The Landlord shall not be responsible to the Tenant for non-observance or violation of any provisions of such rules and regulations or of the terms of any other lease or premises in the Shopping Centre, and shall be under no obligation to enforce any such provisions. SECTION 17 MISCELLANEOUS Paragraph 17(1) Overholding - NO Tacit Renewal In the event that the Tenant remains in possession of the Leased Premises after the end of the Term hereof with the consent of the Landlord and without the execution and delivery of a new lease, there shall be no tacit renewal of this Lease and the Term hereby granted, notwithstanding any statutory regulations to the contrary, and the Tenant shall be deemed to be occupying the Leased Premises as a Tenant from month to month at a monthly rental payable in advance on the 1st day of each month equal to the sum of: (i) The fixed minimum monthly rent payable during the last month of the Term of this Lease; and otherwise, upon the same terms and conditions as are set forth in this Lease, so far as applicable. - 29 - Paragraph 17(2) Successors All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective permitted heirs, executors, administrators, successors and assigns of the said parties; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall enure to the benefit of any assignee of the Tenant unless the assignment to such assignee has been approved by the Landlord in writing as provided in Paragraph 13(1) hereof. Paragraph 17(3) Waiver The waiver by the Landlord of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent br~ach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by the Landlord shall not be deemed to be a waiver of any preceeding breach by the Tenant of any term, covenant or condition of this Lease, regardless of the Landlord's knowledge of such preceeding breach at the time of acceptance of such rent. No covenant, term or condition of this Lease shall be deemed to have been waived by the Landlord unless such waiver be in writing by the Landlord. All rent, additional rent and other sums of money to be paid by the Tenant to the the Landlord hereunder shall be paid without any deduction, abatement or set-off whatsoever and the Tenant hereby waives the benefit of any statutory or other rights in respect of abatement or set-off in its favour at the time hereof or at any future time. Paragraph 17(4) Accord and Satisfaction No payment by the Tenant or receipt by the Landlord of a lesser amount than the fixed minimum monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any cheque or any letter accompanying any cheque or payment as rent be deemed an accord and satisfaction, and the Landlord may accept such cheque or payment without prejudice to the Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided. Paragraph 17(5) Entire Agreement This Lease and the Schedules- and Riders, if any, attached hereto and forming a part hereof -~ thc ~ b~..~m~-t~, together with the rules and regulations promulgated by the Landlord pursuant to Paragraph 17(1) hereof, set forth all the covenants, promises, agreements, conditions and understandings between the Landlord and the Tenant concerning the Leased Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon the Landlord or the Tenant unless in writing and signed by each of them. Paragraph 17(6) Force Majeure Notwithstanding anything to the contrary in this Lease contained, if either party hereto shall be bona fide delayed or hindered in or prevented from the performance of any term, covenant or act required hereunder by reason of strikes; labour troubles; inability to procure materials or services; failure of power; restrictive governmental laws or regulations; riots, insurrection; sabotage; rebellion; war; act of God; or other reason whether of a like nature or not, not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such term, covenant or act shall be excused for the period of the delay and the period for the performance of any such term, covenant or act shall be extended for a period equivalent to the period of such delay. The provisions of this section shall not operate to excuse the Tenant from - 30 - the prompt payment of rent, percentage rent, additional rent or any other payments required by the terms of this Lease. Paragraph 17(7) Notices Any notice, demand, request or other instrument which may be or is required to be given under this Lease shall be delivered in person or sent by registered mail postage prepaid and shall be addressed (al if to the Landlord c/o Aiken, Capp, Barristers & Solicitors, 2 St. Clair Avenue East, 10th Floor, Toronto, Ontario, M4T 2R1 and (b) if to the Tenant c/o Chief Librarian, Town of Pickering Public Library, Box 368, Picketing, Ontario Lgv 2R6. Any such notice, demand, request or consent shall be conclusively deemed to have been given or made on the day upon which such notice, demand, request or consent is delivered, or, if mailed, then on the next operation date following the date of the mailing as the case may be, and either party may at any time give notice in writing to the other of any change of address of the party giving such notice and from and after the giving of such notice, the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder. Paragraph 17(8) Captions and Paragraph Numbers The capitons, Paragraph number, section numbers and index appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such paragraphs or sections of this Lease nor in any way affect this Lease. Paragraph 17(9) Extended Meanings The word "Tenant" shall be deemed to include the word "lessee" and mean each and every person or party mentioned as a Tenant herein, be the same one or more; and if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. Any reference to "Tenant" shall include, where the context allows, the servants, employees, agents, invitees and licensees of the Tenant and all others over whom the Tenant might reasonably be expected to exercise control. Wherever the word Landlord is used in this Lease, it shall be deemed to include the word "lessor" and to include the Landlord and its duly authorized representatives. The words "hereof", "herein", "hereunder" and similar expressions used in any paragraph or sub-paragraph relate to the whole of this Lease, not to that paragraph or that sub-paragraph only, unless otherwise expressly provided. The use of the neuter singular pronoun to refer to the Landlord or the Tenant shall be deemed a proper reference even though the Landlord or the Tenant may be an individual, a partnership, a corporation, or a group of two or more individuals or corporations. The necessary grammatical changes required to make the provisions of this Lease apply in the olural sense where there is more than one Landlord or Tenant and to ei'ther corporations, associations, partnerships or individuals, males or females, shall in all instances be assumed as though in each case fully expressed. Paragraph 17(10) Partial Invalidity If any term, covenant or condition of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and enforced to the fullest extent permitted by law. - 31 - Paragraph 17(11) No Option The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises and this Lease becomes effective as a Lease only upon execution and delivery thereof by the Landlord and the Tenant. Paragraph 17(12) Registration The Tenant shall not register this Lease without the written consent of the Landlord. However, upon the request of either party hereto, the other party shall join in the execution of a memorandum or so-called "short form" of this Lease for the purposes of registration. Said memorandum or short form of this Lease shall only describe the parties, the Leased Premises and the term of this Lease, and shall be prepared by the Tenant's solicitors and shall be subject to the approval of the Landlord and its solicitors. Paragraph t7(13) Rider A rider consisting of one (1) page, with paragraphs numbered 1 through 7 is attached hereto and constitutes an integral part hereof. Paragraph 17(14) Compliance with The Planning Act It is an expressed condition of the within Lease and the Landlord and the Tenant so agree and declare that the provisions of Section 29 of The Planning Act, being Chapter 379 of The Revised Statutes of Ontario, 1980, and amendments thereto, be complied with if applicable in law. Paragraph 17(15) Governing Law This Lease shall be construed and governed by the laws of the Province of Ontario. Paragraph 17(16) Time of the Essence Time shall be of the essence of this Lease and of every part hereof. Paragraph 17(17) Quiet Enjoyment Upon payment by the Tenant of the rents herein provided, and upon the observance and performance of all covenants, terms and conditions on the Tenant's part to be observed and performed, the Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the Term hereby demised without hinderance or interruption by the Landlord, or any other person or persons lawfully claiming by, through or under the Landlord subject, nevertheless, to the terms and conditions of this Lease. IN WITNESS WHEREOF, the Landlord and the Tenant have signed - 32 - and sealed this Lease as of the day and year first above written. SIGNED, SEALED AND DELIVERED In the Presence of VINJOHN DEVELOPMENTS LIMITED Per: ~ Per: THE TOWN OF PICKERING PUBLIC LIBRARY BOARD P e r: J~~-~-,-~-~ Per: SCHEDULE "A" DESCRIPTION OF SHOPPING CENTRE FIRSTLY, ALL AND SINGULAR that certain parcel or tract of land and premises situate, lying and being in the Town of Pickering, in the Regional Municipality of Durham and being composed of the whole of Block 1, according to a plan filed in the Land Registry Office for the Land Titles Division of Durham (No.40) as Number 40M-1236. SUBJECT to an easement in favour of Her Majesty the Queen in Right of Ontario as represented by the Minister of the Environment over Parts 2 and 6 on a plan of survey filed in the said Land Registry Office as Number 40R-6644 as more particularly set forth in Instrument Number D54453. SUBJECT FURTHER to an easement in favour of The Corporation of the Town of Pickering over Parts 1, 2 and 3 on said Plan 40R-6644 as more particularly set forth in Instrument Number LT135836. SUBJECT FURTHER to a right in the nature of a licence or easement in favour of Silver Filve Investments Inc. over the whole of the lands described herein as more particularly described in Instrument Number LTl14106. RESERVING UNTO the Transferor, its successors, assigns, servants or agents, a right in the nature of a licence or easement to enter upon the within lands at any time and from time to time prior to the release by The Corporation of the Town of Pickering and the Regional Municipality of Durham of the Transferor from its development obligations as contained in any development agreements entered into with The Corporation of the Town of Pickering and the Regional Nunicipality of Durham in respect of the within lands, in order to complete or rectify any works which The Corporation of the Town of Pickering or the Regional Municipality of Durham may require. SECONDLY, ALL AND SINGULAR that certain parcel or tract of land and premises situate, lying and being in the Town of Pickering, in the Regional Municipality of Durham and being composed of all of Block 76, Plan M-1215. SUBJECT to a right in the nature of a licence of easement in favour of Silver Filve Investments Inc. over the whole of the lands described herein as more particularly described in Instrument Number LTl14106. - 35 - SCHEDULE "C" RULES AND REGULATIONS Tenant Agrees as follows: 1. All loading and unloading of goods shall be done only at such times, in the areas, and through the entrances designated for such purposes by the Landlord. 2. The delivery or shipping of merchandise, supplies and fixtures to and from the Leased Premises shall be subject to such rules and regulations as in the judgement of Landlord are necessary for the proper operation of the Leased Premises or Shopping Centre. 3. All garbage and refuse shall be kept in the kind of container specified by Landlord, and shall be placed outside of the premises prepared for collection in the manner and at the times and places specified by Landlord. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. Tenant shall pay the cost of removal of.any of Tenant's refuse or rubbish. 4. No radio or television or other similar device shall be installed without first obtaining in each instance, Landlord's consent in writing. No aerial shall be erected on the roof or exterior walls of the premises, or on the grounds, without in each instance, the written consent of Landlord. Any aerial so installed without such written consent shall be subject to removal without notice at any time. 5. No loud speakers, televisions, phonographs, radios, or other devices shall be used in a manner so as to be heard or seen outside the Leased Premises without the prior written consent of Landlord. 6. The driveways and entrances shall not be obstructed by the Tenant, his servants and/or visitors, or be used by him or anyone authorized by him for any purpose, except access to and egress from the Leased Premises, and the sidewalks shall not be obstructed in any way, or be used for any purpose other than as walks or footpaths. 7. The plumbing facilities shall not be used for other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant, who shall, or whose employees, agents or invitees shall have caused it. 8. Tenant shall use at Tenant's cost such pest extermination contractor as Landlord may direct and at such intervals as Landlord may require. 9. Tenant shall not burn any trash or garbage of any kind in or about the Leased Premises, or anywhere within the confines of the Shopping Centre. 10. No goods, provisions or materials of any offensive odour or combustible nature shall be kept in the Leased Premises, except those required for the normal operation of the Tenant's operation. 11. No fuel or combustible material for heating, lighting, illuminating or cooking, and no stove, burner, apparatus or appliance for utilizing the same and no thing or equipment which would cause offensive odours, fire hazard, undue loads on electrical conducts, vibrations, undue heat or noise other than as provided or sanctioned by the Landlord shall be brought into the building or used therein by the Tenant, his servants, or by any persons under his instructions, except where such items are required in the normal operation of the Tenant's operation. 12. No domestic or pet animal or bird shall be brought into the building or kept therein. - 36 - 13. The Tenant shall notify the Landlord immediately of any unusual or criminal activity including thefts, suspected thefts, accidents, fire or damage to property affecting the Shopping Centre or any part thereof. Tenant and Tenant's employees and agents shall not solicit operation in the parking areas or other common areas, nor shall Tenant distribute any handbills or other advertising matter in the parking areas or other common areas. 15. Tenant shall furnish the Landlord with automobile license numbers assigned to Tenant's car or cars and cars of its employees within five (5) days after taking possession of the demised premises and shall thereafter notify the Landlord of any changes within five (5) days after such changes occur. The Landlord may designate an employee parking area that may be used by all Tenants and their employees. In the event that the Tenant and/or its employees park their vehicles in areas of the Shopping Centre other than those areas that may be designated by the Landlord, the Landlord shall have the right to charge Tenant ten ($10.00) dollars per vehicle each day or part of a day that such vehicle is parked in any other areas than those designated. - 37 - RIDER THIS IS PAGE 1 OF A RIDER TO THE LEASE DATED THE DAY OF , 1982. The Landlord agrees to perform the following work, at its cost, on the Leased Premises prior to commencement of this Lease: 2. 3. 4. 5. Four (4) walls to be drywalled and ready for paint. Concrete floors in smooth finish. 200 amp single phase electrical service to a disconnect. Water line into unit (Tenant to supply own hot water tank). Two washrooms, drywalled, ready for paint, each with toilet and sink. Gas heating and air-conditioning unit installed on roof, ducting to be ~one at Tenant's expense. 7. Landlord to install main pylon sign and Tenant to pay its proportio~ate share of cost for same. SCHEDULE B THIS AGREEMENT made as of December 31, 1987. BETWEEN: VINJOHN DEVELOPMENTS LIMITED, an Ontario corporation carrying on business as MAPLE RIDGE SHOPPING CENTRE herein called the "Landlord" OF THE FIRST PART, THE TOWN OF PICKERING PUBLIC LIBRARY BOARD herein called the "Tenant", OF THE SECOND PART. RECITALS On or about July 15, 1982, the parties hereto entered into a Lease Agreement (the "Lease") whereby the Tenant leased from the Landlord certain premises as described therein (the "Leased Premises") for a term comprising two five year periods, the first period being from January 1, 1983 to and including December 31, 1987 and the second period being from January 1, 1988 to and including December 31, 1992, subject to certain terms and conditions. One such term (paragraph 4(2)) provides that the amount of the fixed annual minimum rent payable by the Tenant during the second five year period of term shall be settled by the parties in accordance with the provisions thereof prior to the commencement of that period. A further term (paragraph 12) provides for the assignment of the Lease by the parties and the subletting of the Leased Premises by the Tenant. The parties have settled the amount referred to in 2, above, at $48,994.00, being $17.00 per square foot per year for 2,882 square feet, on condition that the Landlord agree to certain changes respecting the Tenant's rights referred to in 3, above. NOW THEREFORE the Landlord and the Tenant, in consideration of the sum of $2.00 now paid by each to the other, receipt of which by each is hereby acknowledged, hereby agree as follows: 1. (1) In this Agreement, the term "Lease" means the Lease Agreement entered into by the parties hereto on or about July 15, 1982, whereby the Tenant leased from the landlord 2,882 square feet of space in the shopping centre located on Block 1, Plan 40M~1236, Picketing, and known as the Maple Ridge Shopping Centre. (2) Wherever any term that is defined in the Lease is used in this Agreement it shall have the meaning ascribed to it in the Lease. The Landlord and the Tenant acknowledge that they are bound by all the terms and provisions of the Lease, as amended hereby. Paragraph 3(3) of the Lease is hereby amended by adding thereto the following: A second period of five (5) years and no months commencing on the 1st day of January, 1988 and to be fully completed and ended on the 31st day of December, 1992. Paragraph 4(2), 4(3) and 4(4) of the Lease are hereby deleted and the follow- ing substituted for them: Paragraph 4(2) Minimum Rent The Tenant covenants and agrees to pay from and after the commencement of the Term hereof, to the Landlord or to whom the Landlord may name in writing as his agent for collection of rent at the Office of the Landlord, or at such other place designated by the Landlord, in lawful money of Canada, without an), prior demand therefore and without any deduction, defalcation or set-off whatsoever, as fixed annual minimum rent, (a) for the first five year period of the Term, the sum of $31,500 per year payable in equal monthly instalments of $2,625 each, and (b) for the second five year period of the Term, the sum of $48,994 per year payable in one monthly instalment of $4,092 (January in each year) and eleven equal monthly instalments of $4,082 each. Paragraph 4(3) Fixed Minimum Monthly Rent Each monthly payment (herein sometimes called the "fixed minimum monthly rent") shall be made by the Tenant in advance on the first day of each calendar month of each Lease Year during the term. Paragraph 4(4) Post-dated Rent Cheques The Tenant shall provide to the Landlord, at the beginning of each Lease Year during the Term, a series of monthly post-dated cheques for that Lease Year in amounts conforming with the amounts of the fixed minimum monthly payments required by Paragraph 4(2). s. Paragraph 12(1) of the Lease is hereby amended by adding the following to the end of the first sentence: , except during the last two (2) years of the Term, when such consent shall not unreasonably be withheld Paragraph 12(3) of the Lease is hereby amended by deleting the second sentence from it and by adding the following to the end of the first , which approval shall not unreasonably be withheld when such advertisement or offer pertains only to the last two (2) years of the Term, Paragraph 17(5) of the Lease is hereby amended by adding the following "a part hereof" in the second line: , as amended by Agreement dated December 31, 1987, after IN WITNESS WHEREOF the Landlord and the Tenant have affixed their respective corporate seals attested to by their authorized officers. SIGNED, SEALED & DELIVERED VINJOHN EVELOPMENTS LIMITED THE TOWN OF PICKERING PUBLIC LIBRARY BOARD ~er Chairman per Vicd-GhMrman