Common use of Lessor’s Representations Clause in Contracts

Lessor’s Representations. Lessor represents, warrants and covenants that: (a) Lessor is lawfully seized of the Leased Premises and no other party has any right or option thereto or in connection therewith; (b) Lessor has full right and power to enter into this Lease with respect to the Leased Premises; (c) The Leased Premises are free from all encumbrances except those set out in Exhibit "B" attached hereto and incorporated herein; (d) There are no restrictions or stipulations or planning or zoning ordinances, laws, regulations or restrictions now in effect with respect to the Leased Premises that would prevent the construction and operation of a banking facility with a three (3) lane drive-thru window; (e) To the best of Lessor's knowledge, there are no environmental defects at, on or under the Leased Premises, and Lessor will provide Lessee with copies of all environmental studies it has obtained on the Leased Premises; (f) There are no pending or, to the best knowledge of Lessor, threatened condemnation proceedings or actions affecting the Leased Premises; (g) There are no pending or, to the best knowledge of Lessor, threatened actions or legal proceedings affecting the Leased Premises or Lessor's interest therein; (h) There are no unpaid special assessments for sewer, sidewalk, water, paving, electrical or power improvements or other capital expenditures or improvements, matured or unmatured; (i) Lessor is not aware of any facts or circumstances which would materially adversely affect the use or value of the Leased Premises; (j) Lessor, to the best of Lessor's knowledge, knows of no reason why the ground would not be suitable for construction of a banking facility with a three (3) lane drive-thru window; (k) Lessor is not obligated on any contract, lease or other agreement, written or oral, with respect to the ownership, use, operation or maintenance of the Leased Premises, other than contracts, leases and agreements which have been disclosed to Lessee in writing; (l) The Leased Premises has access through the private street system constructed by Lessor as show on Exhibit "A", which private street system provides a valid means of ingress and egress to and from the Leased Premises, sufficient for Lessee's proposed use; (m) The Leased Premises has direct legal access to all utilities at or within the boundaries of the Leased Premises of sufficient capacity and type for Lessee's proposed use; and (n) Lessee's use of the Leased Premises as a banking facility with a three (3) lane drive-thru window does not violate any use clause or exclusivity clause in any agreement to which Lessor is a party.

Lessor’s Representations. 23.1 Lessor represents, hereby represents and warrants and covenants thatto Lessee the following: (a1) Each person or entity signing this Lease on behalf of Lessor is authorized to do so, (2) Lessor has the unrestricted right, power and authority to enter into and perform its obligations under this Lease and to grant the rights granted to Lessee hereunder, (3) no other person (including any spouse) is required to execute this Lease in order for it to be fully enforceable as against all interests in the Property, (4) this Lease constitutes a valid and binding agreement, enforceable against Lessor in accordance with its terms, and (5) Lessor is lawfully seized not the subject of the Leased Premises and no other party has any right bankruptcy, insolvency or option thereto or in connection therewith;probate proceeding. (b) Lessor has full right and power No litigation is pending, and, to enter into this Lease the best of Lessor’s knowledge, no actions, claims or other legal or administrative proceedings are pending, threatened or anticipated with respect to, or which could affect, the Property. If Lessor learns that any such litigation, action, claim or proceeding is threatened or has been instituted, Lessor shall promptly deliver notice thereof to the Leased Premises;Lessee. (c) The Leased Premises are free from all encumbrances except those set out in Exhibit "B" attached hereto and incorporated herein; (d) There are no restrictions or stipulations or planning or zoning ordinances, laws, regulations or restrictions now in effect with respect to the Leased Premises that would prevent the construction and operation of a banking facility with a three (3) lane drive-thru window; (e) To the best of Lessor's ’s knowledge: (a) no underground tanks are now located or at any time in the past have been located within the Property; (b) no asbestos- containing materials, petroleum, explosives or other substances, materials or waste which are now or hereafter classified or regulated as hazardous or toxic under any law has been generated, manufactured, transported, produced, used, treated, stored, released, disposed of or otherwise deposited in or on or allowed to emanate from the Property other than as permitted by all Environmental Laws that govern the same or are applicable thereto; and (c) there are no environmental defects atother substances, on materials or conditions in, on, under or emanating or migrating from the Leased Premises, and Property or emanating or migrating onto the Property which may support a claim or cause of action under any Environmental Law. Lessor will provide Lessee with copies has not received any notice or other communication from any governmental authority alleging that the Property is in violation of all environmental studies it has obtained on the Leased Premises;any Environmental Law. (fd) There are no pending orNo brokers commission, to the best knowledge of Lessor, threatened condemnation proceedings or actions affecting the Leased Premises; (g) There are no pending or, to the best knowledge of Lessor, threatened actions or legal proceedings affecting the Leased Premises or Lessor's interest therein; (h) There are no unpaid special assessments for sewer, sidewalk, water, paving, electrical or power improvements finders’ fees or other capital expenditures charges are due any broker, agent or improvements, matured other party in connection with Lessee’s execution of this Lease or unmatured;the recording of the Memorandum of Lease (as hereinafter defined). 23.2 Lessee hereby represents and warrants to Lessor the following: (i) Each person or entity signing this Lease on behalf of Lessee is authorized to do so, (ii) Lessee has the unrestricted right, power and authority to enter into and perform its obligations under this Lease and to grant the rights granted to Lessor hereunder, (iii) no other person (including any spouse) is required to execute this Lease in order for it to be fully enforceable as against all interests of Lessee, (iv) this Lease constitutes a valid and binding agreement, enforceable against Lessee in accordance with its terms, and (v) Lessee is not aware the subject of any facts bankruptcy, insolvency or circumstances which would materially adversely affect the use or value of the Leased Premises;probate proceeding. (jb) LessorNo litigation is pending, and, to the best of Lessor's Lessee’s knowledge, knows of no reason why the ground would not be suitable for construction of a banking facility with a three (3) lane drive-thru window; (k) Lessor is not obligated on any contractactions, lease claims or other agreementlegal or administrative proceedings are pending, written threatened or oral, anticipated with respect to, or which could affect, Lessee’s ability to perform and satisfy its obligations under this Lease. If Lessee learns that any such litigation, action, claim or proceeding is threatened or has been instituted, Lessee shall promptly deliver notice thereof to Lessor. 23.3 No broker’s commission, finders’ fees or other charges are due any broker, agent or other party in connection with Lessor’s execution of this Lease or the ownership, use, operation or maintenance recording of the Leased Premises, other than contracts, leases and agreements which have been disclosed to Lessee in writing; Memorandum of Lease (l) The Leased Premises has access through the private street system constructed by Lessor as show on Exhibit "A", which private street system provides a valid means of ingress and egress to and from the Leased Premises, sufficient for Lessee's proposed use; (m) The Leased Premises has direct legal access to all utilities at or within the boundaries of the Leased Premises of sufficient capacity and type for Lessee's proposed use; and (n) Lessee's use of the Leased Premises as a banking facility with a three (3) lane drive-thru window does not violate any use clause or exclusivity clause in any agreement to which Lessor is a partyhereinafter defined).

Lessor’s Representations. As on the Lease Commencement Date, the Lessor represents, warrants will represent and covenants thatwarrant to the Lessee the following covenants: (a) That the Lessor (i) is lawfully seized the sole and absolute owner of the Leased Land, Building and the Premises; (ii) has valid title and registered ownership rights to the Premises; and (iii) enjoys the uninterrupted, quiet, peaceful, physical, vacant and legal possession of the Premises and no other party has without any right or option thereto or in connection therewithinterference whatsoever; (b) Lessor has full right That the Premises are free from any and power to enter into this Lease with respect to the Leased Premisesall encumbrances; (c) The Leased That all necessary and applicable statutory approvals and permission with respect to the construction of the Building and for the occupation of the Premises are free from all encumbrances except those set out in Exhibit "B" attached hereto and incorporated hereinhave been obtained by the Lessor; (d) There are no restrictions or stipulations or planning or zoning ordinances, laws, regulations or restrictions now in effect with respect That all necessary and applicable sanctions and approvals for twenty four (24) hours a day/seven (7) days a week water and power supply to the Leased Premises that would prevent the construction and operation of a banking facility with a three (3) lane drive-thru windowhave been obtained; (e) To the best of Lessor's knowledge, That there are no environmental defects atclaims, on actions, litigations, arbitrations, land acquisition proceedings, garnishee or other proceedings relating to the Land, the Building or the Premises or the transactions contemplated under the Leased PremisesLease Deed. The Lessor shall give the Lessee immediate notice of any claim, and Lessor will provide Lessee with copies of all environmental studies litigation, proceeding or investigation which becomes known to it has obtained on during the Leased PremisesInitial Term (as defined below) or the Renewal Term (as defined below); (f) There are no pending orThat the Lessor does not have any liability for any taxes, or any interest or penalty in respect thereof, of any nature that may become a lien against the Land, the Building or the Premises. The Lessor agrees to indemnify the Lessee and save, defend and hold the Lessee harmless from any and all Losses resulting from or related to the best knowledge non-payment of Lessor, threatened condemnation proceedings or actions affecting the Leased Premisesany such taxes and applicable governmental levies; (g) There are no pending or, to That the best knowledge Lessee may use the Premises on a twenty four (24) hours a day/seven (7) days a week basis and enjoy unhindered possession of Lessor, threatened actions or legal proceedings affecting the Leased Premises or Lessor's interest therein;Premises; and (h) There are no unpaid special assessments for sewer, sidewalk, water, paving, electrical or power improvements or other capital expenditures or improvements, matured or unmatured; That the Lessor (i) Lessor is not aware of any facts or circumstances which would materially adversely affect authorised to enter into the use or value of Lease Deed; and (ii) has obtained all applicable approvals and permissions to execute the Leased Premises; (j) Lessor, to the best of Lessor's knowledge, knows of no reason why the ground would not be suitable for construction of a banking facility with a three (3) lane drive-thru window; (k) Lessor is not obligated on any contract, lease or other agreement, written or oral, with respect to the ownership, use, operation or maintenance of the Leased Premises, other than contracts, leases and agreements which have been disclosed to Lessee in writing; (l) The Leased Premises has access through the private street system constructed by Lessor as show on Exhibit "A", which private street system provides a valid means of ingress and egress to and from the Leased Premises, sufficient for Lessee's proposed use; (m) The Leased Premises has direct legal access to all utilities at or within the boundaries of the Leased Premises of sufficient capacity and type for Lessee's proposed use; and (n) Lessee's use of the Leased Premises as a banking facility with a three (3) lane drive-thru window does not violate any use clause or exclusivity clause in any agreement to which Lessor is a partyLease Deed.

Lessor’s Representations. The Lessor represents, hereby represents and warrants to the Company (the Company materially relying on such representations and covenants warranties) that: (a) the Lessor is lawfully seized has now, and will have as of the Commencement Date, good and marketable registered and beneficial title to the Lands and good right and full power to grant and lease the Leased Premises Area free and no clear of all interests, rights or benefits, howsoever arising, and whether registered or unregistered, including, without limiting the generality of the foregoing, any liens, mortgages, charges, encumbrances, agreements, easements, restrictive covenants, leases, agreements to lease, options to lease, tenancies, judgments, security interests, options to purchase, rights of occupancy, rights of use or rights-of-way or any other party has any right or option thereto or interests, howsoever created (“Interests”) other than those caveats and instruments registered on title to the Lands as of April 8, 2020, this Lease and Interests which have been consented to in connection therewithwriting by the Company (the “Permitted Interests”); (b) Lessor has full right there are not now and power will not be on the Commencement Date any Interests in any way relating to enter into this Lease with respect or affecting, directly or indirectly, the Leased Area or any part thereof or the Lessor’s title to the Leased PremisesArea or use of the Leased Area, except for the Interests registered on title to the Lands as of April 8, 2020; (c) The except for Permitted Interests, there are no Interests with respect to or affecting any portion of the Leased Premises Area whatsoever, registered or unregistered, which could extend beyond the Commencement Date and, without limiting the foregoing, there are free from all encumbrances except those set out in Exhibit "B" attached hereto and incorporated hereinno unregistered rights- of-way, easements, leases or licenses, pipelines or utility lines affecting or dealing with the Leased Area or any part or parts thereof; (d) There are no restrictions or stipulations or planning or zoning ordinances, laws, regulations or restrictions now in effect with respect to the best of the Lessor’s actual knowledge, there are not now, and there will not on the Commencement Date, be any hazardous, toxic or dangerous material or substance located on, under or within the Land, including without limitation, the Leased Premises that would prevent Area, or within the construction and operation of a banking facility with a three (3) lane drive-thru windowgroundwater within the Leased Area, other than as disclosed to the Company in writing prior to the Commencement Date; (e) To the best no part of Lessor's knowledge, there are no environmental defects at, on or under the Leased PremisesArea has ever, as of now, and Lessor will provide Lessee with copies not have ever, as of all environmental studies it has obtained on the Leased PremisesCommencement Date, been used as a land-fill or for the disposal of waste material; (f) There are no pending orthe entering into this Lease and the transaction contemplated herein does not now, to and shall not on the best knowledge of LessorCommencement Date, threatened condemnation proceedings or actions affecting the Leased Premises; (g) There are no pending or, to the best knowledge of Lessor, threatened actions or legal proceedings affecting the Leased Premises or Lessor's interest therein; (h) There are no unpaid special assessments for sewer, sidewalk, water, paving, electrical or power improvements or other capital expenditures or improvements, matured or unmatured; (i) Lessor is not aware result in a violation of any facts or circumstances which would materially adversely affect the use or value of the Leased Premises; (j) Lessor, to the best terms and provisions of Lessor's knowledge, knows of no reason why the ground would not be suitable for construction of a banking facility with a three (3) lane drive-thru window; (k) Lessor is not obligated on any contract, lease agreement or other agreementindenture, written or oral, with respect to which the ownership, use, operation Lessor is or maintenance of may be a party or by which the Leased Premises, other than contracts, leases and agreements which have been disclosed to Lessee in writing; (l) The Leased Premises has access through the private street system constructed by Lessor as show on Exhibit "A", which private street system provides a valid means of ingress and egress to and from the Leased Premises, sufficient for Lessee's proposed use; (m) The Leased Premises has direct legal access to all utilities at or within the boundaries of the Leased Premises of sufficient capacity and type for Lessee's proposed useis bound; and (ng) Lessee's use the Lessor is not a non-resident of Canada, as such term is used in the Income Tax Act (Canada) (the “ITA”) and should the Lessor be or become a non-resident of Canada within the meaning of the Leased Premises as a banking facility with a three (3) lane drive-thru window does not violate any use clause or exclusivity clause ITA, the Lessor shall promptly notify the Company in any agreement to which Lessor is a party.writing;