File: 563-1686
D X X X X X X X X X X
XXXXXXX
0000000 XXXXXX INC.
"The Landlord"
AND
SPORT MASKA INC.
"The Tenant"
T A B L E O F C O N T E N T S
Article Page
------- ----
1. DESCRIPTION AND LEASE OF PREMISES ...................................... 1
2. TERM OF LEASE .......................................................... 2
3. DATE OF OCCUPANCY ...................................................... 2
4. USE OF PROPERTY ........................................................ 2
5. NET NET RENTAL ......................................................... 2
6. ADDITIONAL RENTAL ...................................................... 4
7. NET NET LEASE .......................................................... 4
8. PAYMENT OF TAXES, ASSESSMENTS, ETC ..................................... 5
9. UTILITIES AND EQUIPMENT ................................................ 8
10. SUBLETTING AND ASSIGNMENT .............................................. 8
11. EXPROPRIATION .......................................................... 10
12. INSPECTION AND REPAIR .................................................. 10
13. OBSTRUCTIONS ........................................................... 11
14. EXPIRATION OF LEASE .................................................... 11
15. PLATE GLASS AND DOOR SIGNS ............................................. 12
16. WAIVER ................................................................. 12
17. COMPLIANCE WITH LAWS AND REGULATIONS ................................... 12
18. FAILURE OF TENANT TO PERFORM ........................................... 13
19. DEFAULT ................................................................ 13
20. BANKRUPTCY AND INSOLVENCY .............................................. 14
21. MAINTENANCE AND REPAIRS ................................................ 14
22. IMPROVEMENTS AND ALTERATIONS ........................................... 15
23. MOVEABLE HYPOTHEC [ILLEGIBLE] .......................................... 16
24. DAMAGE AND DESTRUCTION ................................................. 17
25. INSURANCE REQUIREMENTS ................................................. 18
26. CANCELLATION OF INSURANCE .............................................. 20
27. ASSIGNMENT BY LANDLORD ................................................. 21
28. ATTORNEY ............................................................... 21
29. INDEMNIFICATION ........................................................ 22
30. CONDITION OF PREMISES .................................................. 23
31. INTENTIONALLY DELETED .................................................. 24
32. [ILLEGIBLE]
33. [ILLEGIBLE]
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Table of Contents
Page 2
34. HEATING ................................................................ 24
35. SIGNS & IDENTIFICATION ................................................. 24
36. RIGHT OF ENTRY ......................................................... 25
37. DISTURBANCE ............................................................ 26
38. NOTICE AND DEMANDS ..................................................... 26
39. RULES AND REGULATIONS .................................................. 26
40. LANDLORD'S WORK ........................................................ 27
41. EXTRA WORK ............................................................. 27
42. COST OF PREPARATION, REGISTRATION AND RADIATION ........................ 28
43. WASTE OR GARBAGE ....................................................... 28
44. ODOURS, DUST OR NOISE .................................................. 29
45. MANAGEMENT OF PROPERTY ................................................. 29
46. CUMULATIVE REMEDIES .................................................... 29
47. ACCORD AND SATISFACTION ................................................ 30
48. WAIVER OF COMPENSATION ................................................. 30
49. EXTENSIONS ............................................................. 30
50. WINDOW COVERINGS ....................................................... 31
51. ACCESS ................................................................. 31
52. FLOOR LOADING .......................................................... 31
53. PARKING ................................................................ 32
54. WAIVER OF RESPONSIBILITY ............................................... 32
55. INTENTIONALLY DELETED .................................................. 32
56. BROKERAGE COMMISSION ................................................... 33
57. CERTIFICATE OF INCORPORATION ........................................... 33
58. SUCCESSORS AND ASSIGNS ................................................. 33
59. DESCRIPTIVE HEADINGS ................................................... 33
60. INTERPRETATION ......................................................... 33
61. ENTIRE AGREEMENT ....................................................... 33
62. LANGUAGE ............................................................... 34
DEED OF LEASE
BETWEEN: 2938201 CANADA INC., a body politic and corporate, duly
incorporated, having its head office and principal place of
business in Montreal, Quebec herein acting and represented by
Xxxxxxx Xxxxxxxxxx its duly authorized representative,
(hereinafter the "Landlord")
PARTY OF THE FIRST PART
AND: SPORT MASKA INC., a body politic and corporate, duly
incorporated, having an office and place of business in the
District of Montreal, Province of Quebec, herein acting
through and represented by Xxxxxxx X. Xxxxx, hereunto duly
authorized as he declares (hereinafter referred to as the
"Tenant");
PARTY OF THE SECOND PART
1. DESCRIPTION AND LEASE OF PREMISES
Landlord, in consideration of the rents, covenants and agreements
hereinafter contained on the part of the Tenant to be paid, kept and performed,
hereby leases to Tenant and Tenant does hereby hire and take from Landlord that
certain one hundred and eighty thousand (180,000) square feet measured in
accordance with Schedule "D" attached hereto and initialled by the parties for
identification to form an integral part of this lease, being the building
(hereinafter referred to as the "Leased Premises") bearing civic number 0000
Xxxxxx Xxxxxx, Xx. Xxxxxxxxx, Xxxxxx, which building is erected upon that
certain parcel of land more specifically described as comprising subdivision One
of Lot One Thousand Two Hundred (1200-1), subdivision Two of Lot One Thousand
Two Hundred and One (1200-2), subdivision Six of Lot One Thousand Two Hundred
and Two (1202-6), subdivision Nine of Lot One Thousand Two Hundred and Fourteen
(1214-9), subdivision Five of Lot One Thousand Two Hundred and Fifteen (1215-5)
and subdivision Five of Lot One Thousand Two Hundred and Sixteen (1216-5) of the
Official Plan and Book of Reference of the Parish of St. Hyacinthe, the said
building and land hereinafter referred to as the "Property".
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Page 2
2. TERM OF LEASE
The term of this lease shall commence on the 11 day of April 1997
(hereinafter referred to as the "Commencement Date") and shall terminate on the
last day of January 2005 (hereinafter referred to as the "Termination Date")
(hereinafter referred to as the "Term") unless sooner terminated under the
provisions hereof.
3. DATE OF OCCUPANCY
Tenant shall be allowed to occupy the Leased Premises on April 11, 1997
(hereinafter referred to as the "Date of Occupancy").
4. USE OF PROPERTY
The Tenant covenants that the Leased Premises shall be used solely for
offices, warehousing, manufacturing and distribution and for other purpose.
5. NET NET RENTAL
From May 1, 1997 until January 31, 2000 the Tenant covenants and agrees to
pay to the Landlord during the said period, in lawful money of Canada without
deduction,
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Page 3
abatement or set-off, the annual sum of eight hundred thirty-one thousand six
hundred dollars ($831,600.00) calculated on the basis of four dollars and
sixty-two cents ($4.62) per square foot per annum, payable in equal, consecutive
monthly instalments of sixty-nine thousand three hundred dollars ($69,300.00)
each, in advance of the first day of each month during the said period
(hereinafter referred to as the "Minimum Net Net Rental").
For the last five (5) years of the Term of the Lease, the Tenant covenants
and agrees to pay to the Landlord during the said period, in lawful money of
Canada without deduction, abatement or set-off, the annual sum of nine hundred
ninety-seven thousand two hundred dollars ($997,200.00) calculated on the basis
of five dollars and fifty-four cents ($5.54) per square foot per annum, payable
in equal, consecutive monthly instalments of eighty-three thousand one hundred
dollars ($83,100.00) each, in advance of the first day of each month during the
said period (hereinafter referred to as the "Minimum Net Net Rental").
The Minimum Net Net Rental as herein provided shall be paid to the
Landlord and/or its nominee at the Head Office of the Landlord in the City of
St. Laurent, at 0000 Xxxxx Xxxxxx Xxxxxxx, #000, in the Province of Quebec, or
at such other place in Canada as shall be designated by the Landlord in writing
to the Tenant.
In the event that the Commencement Date is on a day other than the first
day of a calendar month, then the Tenant will pay on the Commencement Date a
part of the Minimum Net Net Rental as prorated on a per diem basis from the
Commencement Date to the end of the month in which the Commencement Date occurs,
based upon a period of three hundred and sixty-five (365) days.
Should the Tenant continue to occupy the Leased Premises after the expiry
of the Term without a written agreement there shall be no tacit renewal and the
Tenant shall pay the Landlord per diem Minimum Net Net Rental, Additional Rental
and its [ILLEGIBLE]
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to the Landlord against Tenant. However, the Tenant is not to have the right to
such occupancy beyond the expiry of the Term.
6. ADDITIONAL RENT
In this lease, unless there is something in the context inconsistent
herewith, the parties agree that "Additional Rental" means any and all amounts
due or becoming payable to the Landlord pursuant to this lease other than the
Minimum Net Net Rental, whether such amounts are specifically referred to as
Additional Rent or not.
It is agreed and understood that such amounts whether specifically
referred to as Additional Rent or not, shall be payable on the first day of the
month immediately following the date the said amount is claimed, or such other
date that Landlord designates.
7. NET NET LEASE
It is the intention of the parties that the Minimum Net Net Rental set out
in the article of this lease entitled "Net Net Rental" shall be net net to the
Landlord and that the Tenant shall pay for its own account, to the complete
exoneration of the Landlord, all costs and expenses affecting the Leased
Premises by the business carried on therein, and all Property taxes and costs as
hereinafter defined, other than those taxes, costs and expenses otherwise
payable by Landlord pursuant to this lease and other than any interest or
amortization charges of Landlord in respect of mortgages, hypothecs, or other
security and other than any capital gain or income tax due by Landlord, save and
except that Tenant shall be responsible for any business transfer tax, goods and
services tax or any other tax on rental income that nay be levied by any
government or other applicable taxing authority against the Landlord whatever
name such tax may have and whether such tax is in force at the date hereof or
whether it is adopted subsequently.
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8. PAYMENT OF TAXES, ASSESSMENTS, ETC.
The Tenant shall pay without duplication as Additional rental in each
lease year all Property taxes and costs, which include without limitation:
(i) The total cost if insuring the Property (including such insurance as
the Landlord shall effect or shall be required to effect by any secured
creditor) against fire and any other perils which presently are or
hereafter may be from time to time embraced by or defined in a standard
fire insurance policy with extensive coverage, comprehensive general
liability insurance, boiler and pressure vessel insurance, business
interruption and/or loss of rentals insurance and such other insurance as
the Landlord, acting reasonably may deem necessary or advisable.
(ii) The cost of cleaning, sweeping, snow removal, gardening and
landscaping, maintaining and operating the Property.
(iii) The cost of policing and supervising and seeing to the security of
the Property, including policing and supervising traffic to and from the
Property.
(iv) The cost of repairs and replacements to (including major repairs and
replacements, except for those caused by latent defects) and maintenance
of the building and improvements of the Property and their appurtenances
and equipment including the common areas and facilities.
(v) Remuneration, including contributions toward usual fringe benefits,
unemployment insurance and similar contributions, of employees engaged in
maintaining, operating and supervising the Property.
(vi) The Taxes on Capital as defined hereafter.
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Page 6
Capital Tax means: For the purpose of this lease, "Capital Tax"
means the capital or large corporation tax laibility of the Landlord for
each of the Landlord's fiscal years during the Term or any renewal thereof
as per the Landlord's tax returns multiplied by the proportion that the
net book value of the Property is of the net book value of the total
assets of the Landlord, as determined in accordance with the Landlord's
audited financial statements, but excluding those assets in respect of
which Landlord is entitled to a deduction in the calculation of its
capital tax liability toward the tax authorities.
(vii) All Urban Community, municipal, school and special taxes
(hereinafter collectively referred to as the "Real Estate Taxes"), for the
Property on which the Leased Premises are situated and any other taxes
assessed against the building and/or land during the Term of the lease.
Should the mode of collecting business taxes, water taxes or other
assessments be such that the Landlord shall be required to pay for same,
or if the system of Real Estate Taxation shall be altered or varied and
any new tax or levy shall be levied or imposed on the building and/or the
land and/or the revenues therefrom and/or the Landlord in substitution for
and/or in addition to Real Estate Taxes presently levied or imposed on
immoveables in the City or Urban Community in which the Property is
situated, then any such new tax or levy shall be included within the
definition of Real Estate Taxes as contained in this section and the
provisions of this section shall apply mutatis mutandis.
In the event that there are separate assessments and tax bills for
the Leased Premises (including but not limited to all licence fees,
charges, rates assessed against the Leased Premises and/or all equipment
and [ILLEGIBLE]
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Page 7
Premises by the Tenant), the Tenant shall pay as Additional Rental to the
Landlord or to the taxing authority, if the Landlord so directs, and
discharge in each lease year during the Term and within the times provided
for by the taxing authority all taxes so levied, the Tenant shall provide
the Landlord within ten (10) days after receipt with a copy of any
separate tax bills and assessments for the leased Premises and shall
promptly deliver to the Landlord receipts evidencing the payment of such
taxes.
(viii) Administrative costs equal to 15% of all taxes, costs and expenses
incurred by the Landlord including but not limited to all of the costs and
expenses enumerated in all the subparagraphs (i) to (vii) inclusively of
the present article.
The amount payable by the Tenant under the provisions of this
section shall be estimated by the Landlord in advance for each calendar year;
the Tenant agrees to pay to the Landlord such amount in equal, monthly
instalments in advance, during such period together with the Minimum Net Net
Rental provided for in the article of this lease entitled "Net Net Rental"; at
the end of the period for which such estimated payments have been made, the
Landlord shall send the Tenant a certified financial statement showing the
actual amount required to be paid under the provisions of this Article;
overpayment or underpayment shall be adjusted within thirty (30) days after the
delivery of the Landlord's statement.
Should the first year of the Term not commence on the first day of
January, or should the last year of the Term not terminate on the thirty-first
day of December, then, prior to the commencement of the Term, or of the last
year of the Term, as the case may be, or as soon thereafter as is reasonably
possible, the Landlord shall furnish to the Tenant an estimate of the charges
for the part of the year in question and the Tenant shall pay to the Landlord on
the first day of each month in advance during the part of the year in question
forming part of the Term, Additional Rental equal to the estimated charges
divided by the number of months during the part of the year in question.
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9. UTILITIES AND EQUIPMENT
The Tenant shall pay for its electricity (including without limitation any
electricity used for heating and/or air conditioning the Leased Premises), for
the cost of operating, repairing, maintaining, replacing and inspecting the
machinery and other facilities required for the heating, ventilating and air
conditioning of the Leased Premises and facilities and gas, water, sewer and
electric utility costs relating to same, telephone and all public utilities with
respect to the Leased Premises.
Throughout the Term of the lease, the Tenant shall engage a qualified air
conditioning maintenance contractor to maintain and repair the heating,
ventilating and air conditioning system. The Tenant, shall, within thirty (30)
days of signing these presents, provide the Landlord with a copy of a duly
executed heating, ventilating and air conditioning maintenance and repair
contract, as well as all renewals of the said contract.
10. SUBLETTING AND ASSIGNMENT
Tenant shall not be entitled to assign, transfer, or encumber this lease,
or any part thereof, or any of Tenant's title or interest therein or thereto or
sublet the whole or any part of the Leased Premises or permit the Leased
Premises or any part thereto to be used by another without conforming to the
terms herein contained, and in any event without the prior written consent of
Landlord, which consent shall not be unreasonably withheld or delayed.
Landlord's refusal of consent shall be deemed reasonable (without in any
way restricting Landlord's right to refuse its consent on other reasonable
grounds) under the following circumstances:
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Page 9
The consent of Landlord to any such assignment, transfer, encumbrance,
subletting and/or use shall not constitute a waiver of this Article and shall
not be deemed to permit any further assignment, transfer, encumbrance,
subletting or use by another. Notwithstanding any such assignment, transfer,
encumbrance, subletting and/or use, Tenant shall remain jointly and severally
without benefit of division or discussion, responsible for the performance of
all the terms and conditions of the present lease for the residue of the Term
and any renewal thereof.
If the Tenant wishes to so sublet or assign, it must submit to the
Landlord a copy of the offer to sublet or assign, together with a request for
consent of the Landlord.
Should the net rent per square foot to be paid by a subtenant or assignee,
whether in cash, goods, services or other consideration, exceed the Minimum Net
Net Rental per square foot payable hereunder, the Tenant shall pay to Landlord
monthly the amount of, or an amount equivalent to such excess.
The Tenant may sublet the Leased Premises or assign the lease to a parent,
subsidiary or affiliate company without seeking the consent of the Landlord
provided, however, that such subtenant or assignee shall remain bound jointly
and severally with the Tenant for all the terms and covenants of this lease for
the residue of the Term and any renewal thereof, and provided further that
Tenant shall notify Landlord in writing prior to such sublet or assignment.
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Page 10
Landlord or its attorneys and all reasonable legal costs with respect thereto
shall be paid by the Tenant to the Landlord forthwith upon demand as Additional
Rental.
11. EXPROPRIATION
If the whole or any part of the building shall be condemned, expropriated
or taken in any manner for any public or quasi-public use or purpose, Landlord
or Tenant may terminate this lease by giving notice in writing to the other that
the Term hereof shall expire upon the day when possession is required for such
purpose and in the event of such expiration Landlord and Tenant shall have no
liability to each other of any nature.
12. INSPECTION AND REPAIR
Landlord and its agent shall have the right at all reasonable hours during
the Tern of this lease to enter the Leased Premises to examine the condition
thereof and to ascertain whether Tenant is performing its obligations hereunder,
and Tenant shall make any repairs which Tenant is obliged to make pursuant to
the terms of this lease. If Tenant fails to make any such repairs within thirty
(30) days after written notice from Landlord requesting Tenant to do so,
provided that such repairs may reasonably be made within the said period,
Landlord may, without prejudice to any other rights or remedies it may have,
make such repairs and charge the reasonable cost thereof to Tenant. Nothing in
this lease shall be construed to obligate or require Landlord to make any
repairs for which the Tenant is responsible hereunder, but Landlord shall have
the right at any time to make emergency repairs without prior notice to Tenant
and charge the reasonable cost thereof to Tenant. Any costs chargeable to Tenant
hereunder shall be payable forthwith on written demand as Additional Rental and
if not paid within thirty (30) days shall bear interest at the prime lending
rate as determined by the Royal Bank of Canada on a daily basis plus four
percent (4%) from the date of such written demand until paid.
I.C.N.N.
Page 10
Landlord or its attorneys and all reasonable legal costs with respect thereto
shall be paid by the Tenant to the Landlord forthwith upon demand as Additional
Rental.
11. EXPROPRIATION
If the whole or any part of the building shall be condemned, expropriated
or taken in any manner for any public or quasi-public use or purpose, Landlord
or Tenant may terminate this lease by giving notice in writing to the other that
the Term hereof shall expire upon the day when possession is required for such
purpose and in the event of such expiration Landlord and Tenant shall have no
liability to each other of any nature.
12. INSPECTION AND REPAIR
Landlord and its agent shall have the right at all reasonable hours during
the Term of this lease to enter the Leased Premises to examine the condition
thereof and to ascertain whether Tenant is performing its obligations hereunder,
and Tenant shall make any repairs which Tenant is obliged to make pursuant to
the terms of this lease. If Tenant fails to make any such repairs within thirty
(30) days after written notice from Landlord requesting Tenant to do so,
provided that such repairs may reasonably be made within the said period,
Landlord may, without prejudice to any other rights or remedies it may have,
make such repairs and charge the reasonable cost thereof to Tenant. Nothing in
this lease shall be construed to obligate or require Landlord to make any
repairs for which the Tenant is responsible hereunder, but Landlord shall have
the right at any time to make emergency repairs without prior notice to Tenant
and charge the reasonable cost thereof to Tenant. Any costs chargeable to Tenant
hereunder shall be payable forthwith on written demand as Additional Rental and
if not paid within thirty (30) days shall bear interest at the rate of eighteen
percent (18%) per annum from the date of such written demand. Moreover, Landlord
may, but shall not be obliged, to make any repairs of an urgent nature without
prior notice to Tenant, provided that the Landlord advises the Tenant thereof as
soon as is reasonably possible, but for the
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Page 11
Tenant.
13. INTENTIONALLY DELETED
14. EXPIRATION OF LEASE
The Tenant shall, at the expiration or sooner termination of the Term of
this lease, peaceably surrender with all additions, alterations, changes or
erections which at any time during the Term hereof shall be made therein or
thereon whether by Landlord or Tenant, in good repair and condition, subject to
reasonable wear and tear only the whole without any compensation whatsoever
being allowed to the Tenant for same, said alterations or installations then
becoming Landlord's sole and absolute property. Any and all damages caused to
the building shall be repaired to meet the original quality of the damaged
materials.
Notwithstanding the foregoing, the Tenant shall at the termination of the
lease or sooner termination thereof pursuant to the terms and conditions of the
lease remove its movable effects and/or articles belonging to or brought upon
the Leased Premises by Tenant and the Tenant shall repair any damages caused by
such removal, similarly at such time. Any fixtures and any movable effects or
articles which are affixed on the Leased Premises in any manner whatsoever shall
become Landlord's sole and absolute property.
Notwithstanding the foregoing, Tenant shall, upon [ILLEGIBLE]
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Page 12
this lease, Landlord shall have the right, at Tenant's expense, to repair any
damages caused to the Leased Premises and not repaired by Tenant, the whole
subject to reasonable wear and tear. Furthermore, Landlord shall have the right
at Tenant's expense to remove any signage that Tenant may have left on the
building and to repair any damages caused by such removal to restore the
building to its original condition, the whole without any compensation
whatsoever being allowed to the Tenant for same.
15. PLATE GLASS AND DOOR SIGNS
Any breakage of glass or plate glass in or about the Leased Premises and
any damage to signs on Tenant's doors, except breakage or damage caused by the
negligence of the Landlord or of its employees, servants or agents, shall be
charged to and payable by the Tenant.
16. WAIVER
The failure of the Landlord or Tenant to insist upon a strict performance
of any of the agreements, terms, covenants and conditions hereof shall not be
deemed a waiver of any subsequent breach or default in any of such agreements,
terms, covenants and conditions.
17. COMPLIANCE WITH LAWS AND REGULATIONS
The Tenant shall, at its own expense, promptly comply with the requirements
of every applicable statute, law and ordinance and with every applicable lawful
regulation or order with respect to the removal of any encroachment placed by
the Tenant, or to the condition, equipment, maintenance, or use of occupation of
the Leased Premises, including the making of any alteration addition in or to
any structure upon, connected with or appurtenant to the Leased Premises,
whether or not such alteration be structural or be required on account of any
particular use of which the Leased Premises or part thereof may be put and
whether or not such requirement, regulation or order be of a kind now existing
or within the [ILLEGIBLE]
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Page 13
Fire Underwriters' Association, or any body having similar functions or of any
liability or fire insurance company by which the Landlord and/or the Tenant may
be insured.
18. FAILURE OF TENANT TO PERFORM
If the Tenant fails to pay any taxes, rates, insurance premiums or charges
which it has herein covenanted to pay, the Landlord may pay the same and shall
be entitled to charge the sums so paid to the Tenant who shall pay them
forthwith on demand, as Additional Rental and the Landlord, in addition to any
other rights, shall have the same remedies and may take the same steps for all
such sums as it might take for the recovery of rent. Such amounts so paid by the
Landlord and any payments of Minimum Net Net Rental and/or Additional Rental
when not paid on any due date as provided for herein shall bear interest at the
prime lending rate as determined by the Royal Bank of Canada on a daily basis
plus four percent (4%) per annum from the time such arrears become due until
paid to the Landlord.
19. DEFAULT
The following shall be considered defaults under the terms of this lease:
(a) In the event that Tenant shall be in default under any provision of
this lease providing for the payment of Minimum Net Net Rental or Additional
Rental or of any other amounts required to be paid by the Tenant to the Landlord
under this lease which amounts shall be deemed and treated as rent and payable
and recoverable as rent, which is not cured within ten (10) days of Tenant's
receipt of notice of such default;
(b) In the event Tenant abandons or attempts to abandon the Leased
Premises before the expiry of the present lease, whether with the knowledge of
Landlord or not, or in the event the Leased Premises are used by any person,
firm or corporation other than those that are entitled to use them hereunder; or
any execution be issued pursuant to a judgement rendered against Tenant or
pursuant to this lease, or if an agent acting under a Trust Deed or Hypothec
takes possession of the Tenant's inventory assets, etc.. or [ILLEGIBLE]
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Page 14
of its obligations contained in this lease (other than a default in a) and b)
stipulated above) and such default shall continue for fifteen (15) days after
written notice specifying such default shall have been given by Landlord to
Tenant, unless Tenant shall commence to cure the default with reasonable
diligence, in which case Tenant shall upon written request to Landlord be
entitled to such reasonable extension of time to enable such default to be
remedied.
In the event of any default under the terms of this lease, on the part of
the Tenant, Landlord shall have the right, at its option and absolute
discretion, to terminate this lease and in addition, Landlord, may, upon fifteen
(15) days notice forthwith enter upon and take possession of the Leased Premises
and/or remove the Tenant's effects therefrom, any statute or law to the contrary
notwithstanding the whole without prejudice to and under reserve of, all other
rights and recourses of Landlord to claim any and all losses and damages
sustained by the Landlord by reason of or arising from and default of the
Tenant,*
* including without limitation the expenses of reletting the Leased Premises
(including the cost of any repairs, decorating, alterations or improvements
necessitated thereby as well as reasonable attorney fees which shall not exceed
fifteen percent (15%) of the amount granted by judgement.
20. BANKRUPTCY AND INSOLVENCY
In the event that Tenant shall be adjudicated bankrupt or make general
assignment for the benefit of creditors, or take, the benefit of any insolvency
or bankruptcy act, or if a receiver or trustee be appointed for the property of
the Tenant, or any part thereof, the present lease shall automatically terminate
on the occurrence of any of the aforesaid events without further notice or
delay, and Landlord shall be entitled to recover all arrears of Minimum Net Net
Rental and Additional Rental as well as six (6) months of future Minimum Net Net
Rental and Additional Rental or such other accelerated amount that the law may
at any time provide.
21. MAINTENANCE AND REPAIRS
Notwithstanding the provisions of Articles 1604, 1605, and 1627 of the
Civil Code of Lower Canada, the Tenant, at its own expense shall operate,
maintain and keep the Leased [ILLEGIBLE]
I.C.N.N.
Page 15
all needed repairs and replacements to the Leased Premises (save and except for
repairs caused by latent defects) which a careful owner would make, including
without limitations, the water, gas, drain and sewer connections, pipes and
mains, electrical wiring, water closets, sinks and accessories thereof, and all
equipment belonging to or connected with the Leased Premises or used in its
operation.
22. IMPROVEMENTS AND ALTERATIONS
The Tenant shall have the right to make at its own expense, with the prior
written consent of the Landlord, which consent shall not be unreasonably
withheld, additions, alterations and changes in the Leased Premises provided,
however, that no structural alterations and no construction of new or additional
buildings or structures shall be commenced except with the prior written consent
of Landlord and except on compliance with the following conditions (such
structural alterations and construction of new or additional buildings or
structures being hereinafter referred to as the "work").
(i) Tenant shall furnish to Landlord plans and specifications showing in
reasonably complete detail the work proposed to be carried out and the
estimated cost thereof and Landlord shall approve or reject such plans and
specifications within thirty (30) days after receipt of the same. If such
plans and specifications are approved, all work shall be carried out in
compliance with the same;
(ii) The value of the Leased Premises shall not, as a result of any work
proposed to be carried on by Tenant, be less than the value of the Leased
Premises before the commencement of such work and Landlord shall be the
sole judge of such value;
(iii) All work shall be carried out with reasonable dispatch and in a good
workmanlike manner and in compliance with all applicable permits,
authorizations, building and zoning by-laws and with all regulations and
[ILLEGIBLE]
I.C.N.N.
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(iv) The Leased Premises shall at all times be free of all conditional
bills of sale, pledges, registered privileges, workmen's and suppliers
liens and other similar liens and charges;
(v) If the cost of any work shall be in excess of five thousand dollars
($5,000.00) as reasonably estimated by Landlord, Landlord may require
Tenant to furnish security reasonably satisfactory to Landlord
guaranteeing the completion of the work and the payment of the cost
thereof free and clear of all conditional bills of sale, pledges,
privileges, workmen's and suppliers' liens and other similar liens and
charges;
(vi) Tenant shall maintain Workmen's Compensation insurance covering all
persons employed in connection with the work and shall produce evidence of
such insurance to Landlord and shall also maintain such general liability
insurance for the protection of Landlord and Tenant as Landlord may
reasonably require;
(vii) all work, then completed, shall be comprised in, and form part of,
the Leased Premises and shall be subject to all the provisions of this
lease and Tenant shall not have any right to claim compensation therefor
and the same shall not be removed by Tenant on termination of this lease.
Landlord may, at its sole option and discretion submit a bid for the
performance of the Work approved by Landlord. If Tenant does not select
Landlord's bid, Tenant shall be obliged to pay to Landlord all of Landlord's
costs, overhead, administration in the review and approval of such work, as well
as, all costs associated with architectural or engineering consultants,
preparation or amendment of plans, the whole subject to an upper maximum cap
equivalent to ten percent (10%) of the value of the Work and subject to a
minimum charge of two thousand dollars ($2,000.00).
23. MOVEABLE HYPOTHEC
In order to guarantee the full and proper performance of all of the
obligations to be performed by Tenant under this Lease, Tenant hereby undertakes
to execute in favour of Landlord simultaneously with these presents, a deed of
moveable hypothec, subject to the treatment set forth in the Landlord Agreements
or any other agreement entered into in connection with a subsequent financing,
which said hypothec shall rank ahead of all other hypothecs or rights of any
nature of any and all other creditors, on the universality of the moveable
property of Tenant, present or future, corporeal or non-corporeal, situated in
or near the Leased Premises in the Building, or with respect to the [ILLEGIBLE]
I.C.N.N.
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24. DAMAGE AND DESTRUCTION
In the event that the Leased Premises shall be destroyed or damaged by
fire or other casualty, insurable under fire and all risks insurance coverage,
then:
(i) If the damage or destruction is such that the Leased Premises are
rendered wholly unfit for occupancy or it is impossible or unsafe to use
and occupy them, and if in either event the damage, in the further opinion
of Landlord (which shall be given by written notice to Tenant within
thirty (30) days of the happening of such damage or destruction) cannot be
repaired with reasonable diligence within seventy-five (75) days from the
happening of such damage or destruction, either Landlord or Tenant may
within five (5) days next succeeding the giving of Landlord's opinion as
aforesaid, terminate this lease by giving to the other notice in writing
of such termination, in which event the Term of this lease shall cease and
be at an end as of the date of such destruction or damage and the rent and
all other payments for which Tenant is liable under the terms of this
lease shall be apportioned and paid in full to the date of such
destruction or damage. In the event that neither Landlord nor Tenant so
terminates this lease, rent and all other payments for which Tenant is
liable hereunder shall xxxxx from the date of the happening of the damage
until the damage shall be made good to the extent of enabling Tenant to
use and occupy the Leased Premises;
(ii) if the damage be such that the Leased Premises are wholly unfit for
occupancy, or if it is impossible or unsafe to use or occupy them but if
in either event the damage, in the opinion of Landlord (which shall be
given to Tenant within thirty (30) days from the happening of such damage)
can be repaired with reasonable diligence within seventy-five (75)
[ILLEGIBLE]
I.C.N.N.
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xxxxx from the date of the happening of the damage until the damage shall
be made good to the extent of enabling Tenant to use and occupy the Leased
Premises provided, moreover that if such damage is not fully repaired
within seventy-five (75) days of the happening of the damage, Tenant may
terminate this Lease upon ten (10) days notice;
(iii) if the damage can be made good as aforesaid within seventy-five (75)
days of the happening of such destruction or damage, and the damage is
such that the Leased Premises are capable of being partially used for the
purposes for which leased, until such damage has been repaired, rent and
all other payments for which Tenant is liable hereunder shall xxxxx in the
proportion that the part of the Leased Premises rendered unfit for
occupancy bears to the whole of the Leased Premises.
In the event that the building is partially destroyed or damaged so
as to affect fifty percent (50%) or more of the rentable area of the
building containing the Leased Premises, or in the opinion of Landlord the
building is rendered unsafe, and whether or not the Leased Premises are
affected, and in the opinion of Landlord (which shall be given by written
notice to Tenant within thirty (30) days of the happening of such
destruction, cannot be repaired with reasonable diligence within
seventy-five (75) days from the happening of such damage or destruction,
Landlord may within five (5) days next succeeding the giving of Landlord's
opinion as aforesaid, terminate this lease by giving to Tenant notice in
writing of such termination, in which event the Term of this lease shall
cease and be at an end as of the date of such destruction or damage and
the rent and all other payments for which the Tenant is liable under the
terms of this lease shall be apportioned and paid in full to the date of
such destruction or damage.
Nothing herein contained shall oblige Landlord to repair or reconstruct
any alterations, improvements, or the Property of Tenant.
25. INSURANCE REQUIREMENTS
[ILLEGIBLE]
I.C.N.N.
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Premises or bring into or keep upon the premises any article which will affect
the fire risk or increase the rate of fire insurance or other insurance on the
building.
Tenant shall comply with the rules and requirements of the Insurers'
Advisory Organization of Canada or any successor body, and/or a loss prevention
from or consultant chosen by Landlord's insurers, and with the requirements of
all insurance companies having policies of any kind whatsoever in effect
covering the building, including policies insuring against tort or delictual
liability.
In no event shall any inflammable material, except for kinds and
quantities required for ordinary office occupancy and permitted by the insurance
policies covering the building, or any explosives or radio active material
whatsoever, be taken into the Leased Premises or retained therein.
Should the rate of any type of insurance on the building be increased by
reason of any violation of this lease by Tenant; Tenant in addition to all other
remedies of Landlord, shall pay the amount of such increase.
Tenant shall take out and keep in force during the Term of this lease
comprehensive general liability insurance in amounts and with policies in form
reasonably satisfactory from time to time to Landlord and with insurers
acceptable to Landlord, the comprehensive general liability insurance in no
event to be for less than five million dollars ($5,000,000.00), inclusive limits
and all risks insurance covering furniture, fixtures and improvements in an
amount equal to the full replacement value thereof Tenant agrees to provide
Landlord with copies of each insurance policy upon execution of said policies
and at the latest fifteen (15) days prior to Tenant's occupancy of the Leased
Premises. Each such policy shall contain a sixty (60) day cancellation clause
and shall name Landlord as an additional insured as its interest may appear.
I.C.N.N.
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Tenant will pay the amount of any increase in insurance premiums on the
whole of the Property of which the Leased Premises form part, if such increased
is caused by Tenant's operations in the Leased Premises.
Tenant agrees that if Tenant fails to take out or to keep in force such
insurance Landlord will have the right to do so and to pay the premium therefor
and in such event Tenant shall repay to Landlord the amount paid as premium,
which repayment shall be collectible as Additional Rental payable on the first
day of the next month following the said payment of Landlord.
Moreover Tenant shall take out and keep in force during the Term of this
lease an environmental liability policy of a coverage of at least one million
dollars ($1,000,000.00) and Landlord shall be added as an additional insured
under said policy. Copy of said policy shall be provided to Landlord.
26. CANCELLATION OF INSURANCE
If any insurance policy on the Property or any part of it is cancelled or
threatened by the insurer to be cancelled, or if the coverage under it is
reduced by the insurer to an amount less than that which is required by section
25, because of the use of occupation any part of the Leased Premises by the
Tenant or by any occupant of the Leased Premises, and if the Tenant fails to
remedy the condition giving rise to the cancellation, threatened cancellation or
reduction of coverage within ten (10) days after notice by Landlord, the
Landlord may, either:
(a) reenter and take possession of the Leased Premises immediately by
leaving upon the Leased Premises a notice of its intention to do so upon
which the Landlord will have the same rights and remedies that are
available to him under this lease or in virtue of the general law; or
(b) enter upon the Leased Premises and remedy the [ILLEGIBLE]
I.C.N.N.
Page 21
of such costs and expenses representing the Landlord's overhead, which costs and
expenses may be collected by the Landlord as Additional Rental and the Landlord
will not be liable for any damage or injury caused to any property of the Tenant
or others located on the Leased Premises as the result of the entry. Such an
entry by the Landlord is not a reentry or a breach of any covenant for quiet
enjoyment.
Tenant covenants that nothing will be done or omitted to be done whereby
any policy shall be cancelled or the Leased Premises rendered uninsurable.
27. ASSIGNMENT BY LANDLORD
The Landlord declares that it may assign its rights under this lease to a
lending institution as collateral security for a loan to the Landlord and in the
event that such an assignment is given and executed by the Landlord and
notification thereof is given to the Tenant by or on behalf of the Landlord, it
is expressly agreed between the Landlord and Tenant that this lease shall not be
cancelled or modified for any reason whatsoever without the consent in writing
of such lending institution whenever such consent is so required.
Tenant hereby covenants and agrees that it will and whenever reasonably
required by Landlord and at Landlord's expense, consent to and become a party to
any instrument or instruments permitting a mortgage, trust deed or hypothec to
be placed on the Property, or any part thereof of which the Leased Premises are
a part as security for any indebtedness covered by the said trust deed, mortgage
or hypothec in order to subordinate this lease to the said trust deed, mortgage
or hypothec. However, no subordination by the Tenant shall have the effect of
permitting the holder of any trust deed, hypothec or mortgage to disturb the
Tenant's enjoyment of the Leased Premises as long as the Tenant shall comply
with the covenants and agreements to be kept and performed by it under this
lease.
It is agreed and understood that in the event of any sale of the Property
by Landlord, then Landlord shall automatically be relieved of any and all
obligations and liabilities under this Lease accruing from and after the date of
such sale, provided that the purchaser of the Property assumes all obligations
of Landlord under this Lease.
27A. DISTURBANCE AGREEMENTS, USE OF RENT AND TENANT FINANCING
Landlord agrees (a) to use commercially reasonable efforts to obtain
non-disturbance agreements from holders of any mortgages which may now or
hereafter affect this Lease or the Property, which non-disturbance agreements
shall provide that, in the event of foreclosure, such mortgage(s) shall abide by
such leases and permit the Tenant to continue possession and quiet enjoyment of
the Property, and (b) not to seek a modification of any mortgage or any other
document that would result in the elimination of a non-disturbance provision or
agreement then in existence. In the event that the Landlord is unable, prior to,
May 31, 1997 to obtain each such non-disturbance agreement on terms reasonably
satisfactory to the Tenant, the Landlord agrees to meet and confer with the
Tenant as to the status of negotiations with the mortgagees and to discuss and
pursue mutually agreeable procedures for obtaining such non-disturbance
agreements.
Landlord hereby covenants and agrees that unless and until Landlord has
obtained for the benefit of Tenant a non-disturbance agreement from each holder
of a mortgage which may now or hereafter affect this Lease or the Property, the
Landlord shall apply all rent payments made by the Tenant under this Lease to
the extent necessary to satisfy all monthly monetary obligations under the
mortgages as they become due.
The Landlord hereby agrees to provide any documents reasonably necessary
for the Tenant to obtain any financing subsequent to the date hereof and/or in
replacement of Tenant's financing existing as of the date hereof (each, a
"Subsequent Financing" and each provider of financing thereunder, a "Subsequent
Financier"). Without limiting the generality of the foregoing, Landlord agrees
to enter, with respect to any Subsequent Financing, into an agreement in form
and substance similar to the Intercreditor Agreement pursuant to which
Landlord's hypothec, if any, shall be subordinate to the
I.C.N.N.
Page 22
execute and deliver promptly those instruments and certificates referred to in
the Article entitled "Assignment by Landlord" which are requested by the
Landlord. However, if ten (10) days after the date of request by the Landlord
the Tenant has not executed and delivered them, the Tenant hereby irrevocably
appoints the Landlord as the Tenant's attorney with full power and authority to
execute and deliver in the name of the Tenant the instruments and certificates
required or the Landlord may, at its sole option and discretion, terminate this
lease upon giving Tenant a three (3) business day notice of its intent without
incurring any liability.
[28. SECTION MISSING]
29. INDEMNIFICATION
Except if caused directly by the negligence of the Landlord, its agents,
employees, or representatives, or by any breach, violation or nonperformance by
the Landlord of any covenant, term or provision hereof, the Landlord shall not
be liable nor responsible in any way for an injury of any nature whatsoever that
may be suffered or sustained by Tenant or any employee, agent or customer of the
Tenant or any other person who may be upon the Leased Premises or for any loss
or damage to and property belonging to the Tenant or to its employees or to any
other person while such property is on the Leased Premises and in particular
(but without limiting the generality of the foregoing) the Landlord shall not be
liable for any damage or damages, of any nature whatsoever to any such property
caused by the failure, by reason of a breakdown or other cause to supply
adequate drainage, snow or ice removal or by reason of the interruption of any
public utility or service or in the event of steam, water, rain or snow which
may leak into, issue or flow from any part of the building or from the water,
steam, sprinkler, or drainage pipes or plumbing works of the same, or from any
other place or quarter or for any damage caused by anything done or omitted by
any tenant, but the Landlord shall use all reasonable diligence to remedy such
condition, failure or interruption of service when not directly or indirectly
attributable to the Tenant, after notice of same, when it is within its power
and obligation to do so.
I.C.N.N.
Page 23
The Tenant shall indemnify and hold harmless the Landlord from and against
all liability, claims, damages or expenses of any kind or nature due to or
arising out of:
(i) any breach, violation or nonperformance of any provision of this lease
set forth and contained on the part of the Tenant to be fulfilled, kept,
observed and performed; and/or
(ii) any damage to the Property caused by the Tenant's use and occupancy
of the Leased Premises; and/or
(iii) any injury to person or persons including death, resulting at any
time therefrom, occurring in or about the Leased Premises by reason of a
breach or non-performance or of any wrongful act, neglect or fault on the
part of the Tenant;
(iv) any injury to person or persons including death, sickness and
diseases resulting at any time therefrom, whether caused by a virus,
bacteria or any substance brought upon the Leased Premises and manipulated
by Tenant, its employees, agents or representatives and/or located on or
about the Property; and/or
(v) any injuries, damages or costs arising out of the occupancy of the
Leased Premises in connection with any environmental impairment;
the whole save that the Tenant shall not be liable for the fault of the Landlord
or persons for whom it is legally responsible. Such indemnification by the
Tenant for any of the above items occurring during the Term of this lease shall
survive the termination of this lease, anything in this lease to the contrary
notwithstanding.
30. CONDITION OF PREMISES
The Tenant represents that the Leased Premises have been [TEXT MISSING]
I.C.N.N.
Page 24
representation or warranty, expressed or implied, in fact or by law, by the
Landlord, and without recourse to the Landlord as to the nature, condition or
usability thereof or as to the use or uses to which the Leased Premises or ny
part thereof may be put.
31. INTENTIONALLY DELETED
32. OUTSIDE AREAS
The Tenant shall not use any part of the exterior parking and loading
areas or any other areas outside the Leased Premises for any purpose other than
parking, shipping or receiving in the areas designated by the Landlord for same.
33. PERMITS, ETC.
The Tenant shall obtain all necessary permits and licenses required for
the occupancy and carrying on of its business, the Landlord making no warranties
whatsoever regarding zoning, permits and licenses, which may be required by the
Tenant. Should the Tenant fail to obtain any required permit and/or license, it
shall remain bound to perform its obligations under the present lease.
34. HEATING
Tenant shall suitably heat the Leased Premises at its own cost and
expense.
35. SIGNS & IDENTIFICATION
The Tenant shall be entitled to install on the Leased Premises such signs
as are normally installed in connection with its business, as well as identify
itself on the exterior [TEXT MISSING?]
I.C.N.N.
Page 25
identification to form an integral part of this lease and provided further that
Tenant obtains Landlord's consent which consent shall not be unreasonably
withheld. Furthermore, the authorization to install a sign will be issued in
exchange of a deposit equivalent to the estimated cost for the repair of the
supporting building surface following the removal of the sign. Installation, if
approved, will be at the sole expense of the Tenant. Following a sign
installation which conforms to preceding authorization and with proof of
municipal permit and in the case of electrified signs with CSA approval or the
approval of other governing body, the Landlord will proceed with the inspection
of the installed sign for final acceptance.
All civic numbers are supplied and installed at Tenant's expense by the
Landlord according to its standards. The Tenant's identification at the rear of
the building is also supplied and installed by the Landlord at Tenant's expense
according to Belcourt's standard # 20.11.87 attached to the Rules and
Regulations in Schedule E.
In the event that Tenant installs any sign without obtaining Landlord's
prior approval, Tenant shall remove such sign upon receipt of Landlord's notice.
If Tenant fails to remove such sign within twenty-four (24) hours of receipt of
Landlord's notice, then Landlord shall have the right, at Tenant's expense, to
remove such sign and to repair any damages caused by such removal and Tenant
shall immediately pay for such costs, upon demand, said costs bearing the
interest rate as provided for in the Article entitled "Failure of Tenant to
Perform" of the present lease, the whole without further notice or any form of
legal process.
36. RIGHT OF ENTRY
The Landlord shall have the right to exhibit the Property from time to
time to any prospective mortgagee, purchaser or Tenant at all reasonable
business hours.
The Tenant hereby renounces to Article 1645 of the Civil Code of Lower
Canada.
I.C.N.N.
Page 26
of reasonable dimensions and reasonably placed so as not to interfere with the
business of Tenant, stating that the Leased Premises are for sale and for six
(6) months prior to the Termination Date of this lease Landlord shall have the
right to place upon the Leased Premises a similar notice that the Leased
Premises are for rent and Tenant will not remove such notice or knowingly permit
same to be removed.
37. DISTURBANCE
Tenant shall not use the Leased Premises for any purpose, notwithstanding
anything stated herein, which may cause noise, disturbance or noxious odours, to
the discomfort of the other tenants and neighbours, and renounces to any claims
he may have or acquire against the Landlord under Article 1636 of the Civil Code
of the Province of Quebec.
38. NOTICE AND DEMANDS
Any notice or demand given by the Landlord to the Tenant shall be deemed
to be duly given when served upon the Tenant personally, or when mailed
(registered) to the Tenant at the address of the premises.
The Tenant elects domicile at the Leased Premises for the purpose of
service of all notices, writs of summons or other legal documents in any suit at
law, action or proceeding which the Landlord may take under this lease.
Any notice or demand given by the Tenant to the Landlord shall be deemed
to be duly given when served upon the Landlord personally or when mailed
(registered) to the Landlord at the address designated by the Landlord for
purposes of payment of rent hereunder.
39. RULES AND REGULATIONS
There is a schedule of Rules and Regulations annexed hereto as Schedule
"E" initialled by the parties for identification to form an integral part herein
and the Tenant [ILLEGIBLE]
I.C.N.N.
Page 27
reasonable rules and regulations not contrary to the spirit and intent of this
lease as in its discretion may from time to time be needful for the safety,
care, cleanliness and proper administration of the Property including the Leased
Premises, and for the preservation of good order therein, and the same be
observed and performed by the Tenant and by the clerks, servants, employees,
agents and customers of the Tenant, and all such rules and regulations now or
hereafter to be established by the Landlord as herein provided shall form part
of this lease as if now set forth at length herein. Any default under the Rules
and Regulations shall constitute a default hereunder.
Furthermore, in the event that Tenant does not comply with the rules and
regulations, Landlord shall have the right without notice, to enter the Leased
Premises and execute any extra cleaning or work necessary to rectify Tenant's
infraction, the cost of which shall be immediately payable by Tenant as
Additional Rental upon Landlord's request. It is agreed and understood that the
terms and conditions of this lease shall prevail over any of the terms of the
Rules and Regulations.
40. LANDLORD'S WORK
The Landlord will deliver the Leased Premises to the Tenant in an "as is"
condition.
41. EXTRA WORK
Should the Tenant require modifications which involve work other than work
which Landlord has obliged itself to perform pursuant to the section of this
lease entitled "Landlord's Work", the said work shall be deemed an extra at
Tenant's cost.
In the event Landlord agrees to execute the said extra work, it shall
forward Tenant a written estimate indicating the cost of said extra work. Tenant
shall have a delay of five (5) days upon receipt of said estimate to confirm, in
[ILLEGIBLE]
I.C.N.N.
Page 28
(a) the date Tenant takes occupancy, or
(b) the date Tenant signs the lease.
42. COST OF REGISTRATION AND RADIATION
The parties hereto undertake to execute a duplicate short form lease for
the purposes of registration only, in conformity with the short form lease set
out at Schedule "G". The parties agree that, except for the sole purpose of
registration, the parties shall be exclusively governed by the terms of this
Lease.
In addition, Tenant shall, at its own cost, at the expiration of the Term
radiate the registration of the lease from the Index of Immoveables.
In the event the said registration is not radiated within thirty (30) days
from the expiration of the Term, Tenant hereby irrevocably appoints the Landlord
as the Tenant's attorney with full power and authority to execute in the name of
the Tenant any documents and instruments required to effect the said radiation
of the registration of the lease from the Index of Immoveables and Tenant
further authorizes Landlord to deliver the said instruments and documents to the
appropriate Registry Office for the purpose of effecting all the appropriate
registrations and radiations. The cost of the preparation of said documents and
instruments as well as the cost of registering said documents and instruments
shall be borne by Tenant.
43. WASTE OR GARBAGE
The Tenant agrees that it will keep the Leased Premises and common areas
and facilities (as defined in Schedule "D") adjacent thereto in a clean and tidy
condition and will not permit waste paper, garbage, ashes, waste, debris or
other objectionable material to accumulate thereon.
Tenant shall arrange for removal and disposal of waste [ILLEGIBLE]
I.C.N.N.
Page 29
44. ODOURS, DUST OR NOISE
The Tenant warrants that no noxious odours, dust or noise will emanate
from the Leased Premises as a result of the operations conducted by the Tenant
therein and Tenant further covenants that it will not cause or maintain any
nuisance in, at or on the Leased Premises and/or the Property. Accordingly, the
Tenant agrees that should such noxious odour, dust or noise conditions exist, it
will, at its own expense, take such steps as may be necessary to rectify the
same, provided further that if the Tenant shall fail to commence to do so within
ten (10) days and complete the same within a reasonable time after notice is
received by the Tenant from Landlord, without prejudice to its other rights and
recourses.
45. MANAGEMENT OF PROPERTY
The Landlord shall have the right to have the Property managed by a
property management corporation that it designates in writing from time to time.
46. CUMULATIVE REMEDIES
No reference to or exercise of any specific right or remedy by the
Landlord shall preclude the Landlord from or [ILLEGIBLE]
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Page 30
47. ACCORD AND SATISFACTION
No payment by the Tenant or receipt by the Landlord of a lesser amount
other than the monthly payment of Minimum Net Net Rental is to be construed as
other than on account of the earliest stipulated Minimum Net Net Rental and/or
Additional Rental nor is any endorsement or statement on any cheque or any
letter accompanying any cheque or payment as rent to be considered in
acknowledgement of full payment or an accord and satisfaction, and the Landlord
may accept payment and cash cheques without prejudice to the Landlord's right to
recover the balance of the rent or pursue its other remedies.
48. WAIVER OF COMPENSATION
The Tenant hereby waives and renounces any and all existing and future
claims, offsets and compensation against any Minimum Net Net Rental and
Additional Rental or other amounts due hereunder and agrees to pay such Minimum
Net Net Rental and Additional Rental and other amounts regardless of any claim,
offset or compensation which may be asserted by the Tenant or on its behalf.
49. EXTENSIONS
Provided the Leased Premises do not substantially change, the Landlord
shall have the right at its option and from time to time during the Term to make
extensions and/or additions and/or to add one or more additional floors or
storeys onto all or part of the Property comprising the Leased Premises.
In the event the Landlord exercises said option the Tenant agrees to
permit the Landlord to install and/or extend and/or add all the required
improvements including supports, beams, wiring, piping, stairways, elevators,
ramps, vents, ducts, shafts and openings for view or light and the like and to
close all borrowed lights and the windows and openings which may be required to
be closed as a consequence of such construction, the whole without any claims
for disturbance and/or inconveniences and the like which may be caused to the
[TEXT MISSING]
I.C.N.N.
Page 31
any negligence of the Landlord, its employees or representatives. If the Tenant
loses the use of any part of the Leased Premises during the making of such
additions and/or extensions the Tenant shall be granted a proportionate
reduction rent as compensation for loss of use (during the period and for the
area of loss of use only). All of the foregoing without any other claims by the
Tenant against the Landlord for damage and loss of use.
50. WINDOW COVERINGS
In order to preserve a more uniform and attractive appearance of the
Property for the benefit of all the tenants, the Tenant herein binds and obliges
itself to place vertical blinds for good air porosity, over all windows which
are located in the front of the building or on any side of the building which
faces a public street and where such windows are for other than office areas,
such vertical blinds shall remain drawn at all times.
51. ACCESS
The Landlord shall have the right of access to the Leased Premises only
during reasonable business hours except in an emergency, to perform such work as
it chooses to do upon the Leased Premises, the Tenant renouncing any claim to
any indemnity or reduction of rent provided the same be carried out with
reasonable diligence, and provided such work does not interfere with Tenant's
business.
52. FLOOR LOADING
Tenant shall not bring upon the Leased Premises or any part thereof any
machinery, equipment, article or thing that by reason of its weight or size
might damage the Leased Premises and will not at any time overload the floors of
the leased Premises and 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 Tenant or any of its servants, agents or
employees or any person having business with Tenant, Tenant will forthwith pay
[TEXT MISSING]
I.C.N.N.
Page 32
53. PARKING
Tenant shall be entitled to the use of any parking facilities of the
Property.
The Tenant acknowledges that the parking of its vehicle(s) in the parking
facilities is at its own risk and peril and that the Landlord shall not be
responsible for any damages or loss whatsoever, whether cause by theft, fire or
any other cause including without limitation a failure of the entrance
mechanism, to the Tenant's vehicle(s) or to any property found in Tenant's
vehicles or for any injury to Tenant or others on/or in the immediate vicinity
of the parking facilities and Tenant hereby releases Landlord of all liabilities
of whatsoever nature with respect to the above.
54. WAIVER OF RESPONSIBILITY
Landlord and Tenant shall not be liable for failure or delays in
performing any of their obligations hereunder, should such failure or delays be
caused by fire or other casualty, war, disaster, riots, strikes, walk-outs, Acts
of God, or other causes beyond Landlord's or Tenant's reasonable control.
55. INTENTIONALLY DELETED
I.C.N.N.
Page 33
56. BROKERAGE COMMISSION
Landlord and Tenant warrant that no brokerage commission or fees are
payable with respect to the present lease. Tenant shall indemnify and hold
Landlord harmless from any and all claims from any brokers or agents claiming
commissions or fees with respect to the present lease.
57. CERTIFICATE OF INCORPORATION
Tenant undertakes to remit to Landlord upon the signing of these presents
a copy of its Certificate of Incorporation.
58. SUCCESSORS AND ASSIGNS
The lease binds and benefits the parties and their respective heirs,
executives, administrators, successors and assigns as limited in this lease.
59. DESCRIPTIVE HEADINGS
The descriptive headings of this lease are inserted for convenience in
reference for possible registration purposes only and do not constitute a part
of this lease.
60. INTERPRETATION
This lease shall be construed and governed by the laws of the Province of
Quebec. Should any of the provisions of this lease and/or its conditions be
illegal or not enforceable under the laws of the Province of Quebec, it or they
shall be considered severable and the lease and its conditions shall remain in
force and be binding upon the parties as though the said provisions or
conditions had never been included.
I.C.N.N.
Page 34
61. ENTIRE AGREEMENT
No alteration, amendment, change or addition hereto will be binding upon
Landlord unless made in writing. The parties agree that upon signature of this
Lease, this Lease will supercede all other leases executed between the parties
hereto in respect to these Leased Premises and shall be the only valid and
binding lease between the parties.
62. LANGUAGE
The parties hereby confirm that they have requested that the present
document be drafted in the English language. Les parties certifient qu'elles ont
requis que les presentes soient redigees en langue anglaise.
IN WITNESS WHEREOF THE LANDLORD HAS SIGNED AT XX. XXXXXXX, XXXXXX, THIS 7
DAY OF MARCH, 1997.
2938201 CANADA INC.
Per: /s/[ILLEGIBLE]
-------------------
/s/[ILLEGIBLE]
----------------
Witness
/s/[ILLEGIBLE]
----------------
Witness
IN WITNESS WHEREOF THE TENANT HAS SIGNED AT THIS 8TH DAY OF APRIL, 1997.
SPORT MASKA INC.
Per: /s/[ILLEGIBLE]
-------------------
S C H E D U L E "D"
MEASUREMENT OF LEASED PREMISES
The Leased Premises are measured (i) from the furthest exterior face of
the exterior walls, and the centre line of all interior walls separating the
Leased Premises from adjoining leasable premises as designated by Landlord,
and/or Common Areas, hereinafter defined, with no deduction for space occupied
by projections, structures, or columns, structural or nonstructural where
applicable; and (ii) by adding to the square footage obtained in (i) above, a
number of square feet corresponding to a proportion of the Common Areas
attributed to Tenant, which proportion is calculated as follows:
The proportion comprised by the total Common Area expressed as a
percentage of the total net Building area (total gross building area minus total
Common Area) multiplied by the area of the Leased Premises as calculated in (i)
above. For the purposes of these presents "Common Area" means:
(a) those areas, facilities, utilities, and installations in the Property
which, from time to time, are not designated or intended by the Landlord to be
leased to tenants of the Property, and
(b) those areas, facilities, and installations which serve or are for the
benefit of the Property, whether or not located within, adjacent to, or near the
Property and which are designated from time to time by the Landlord as part of
the Common Areas of the Property. Common Areas include, without limitation, all
areas, facilities, utilities, and installations which are provided or designated
(and which may be changed form time to time) by the Landlord for the use or
benefit of the tenants, their employees, customers and other persons permitted
by the Landlord in common with others entitled to the use or benefit hereof in
the manner for the purposes permitted by the lease.
S C H E D U L E "E"
RULES AND REGULATIONS
1. The sidewalks, entries, passages and staircases shall not be obstructed
or used by the Tenant, its agents or servants for any purpose other than ingress
to and egress from the offices. The Landlord reserves entire control of the
sidewalks, entries, corridors and passages not within the premises, washrooms,
lavatories, air conditioning, closets, fan rooms, janitor's closets, electrical
closets and other closets, stairs, flues, stacks, pipe shafts, ducts and all
parts of the building employed for the common benefit of the Tenants, and shall
have the right to place such signs and appliances therein, as they may deem
advisable, provided that ingress to and egress from the premises is not impaired
thereby. Furthermore, nothing shall be thrown by the Tenant, the officers,
clerks, or servants of the Tenant out of the windows or doors, or down the
passage or lightwells of the building.
2. The Landlord shall have the exclusive right to prescribe the weight and
proper positions of metal safes or machinery as well as the right to prescribe
the weight and position of any floor load. All damage done to the building or
premises by moving or using heavy equipment of any description or furniture
contrary to the Landlord's prescriptions shall be repaired at the expense of the
Tenant. No such equipment or furniture shall be moved unless a time therefor has
been arranged with and consented to by the Landlord.
3. The Tenant shall not permit the introduction into the premises or the
building of any machine or mechanical device of any nature whatsoever which may
be liable to cause objectionable noise or vibration or be injurious to the
premises or building.
4. Canvassing, soliciting and peddling in the building are prohibited.
5. Furniture, bulky articles and construction materials which the Tenant
may require from time to time for the construction of internal partitions or for
the purpose of [ILLEGIBLE] improvements shall be carried to the [TEXT MISSING]
I.C.N.N.
Schedule "E"
Page 2
building or the premises by the carrying of such furniture, bulky articles or
construction materials to or from the premises shall be at the responsibility
and cost of the Tenant.
6. Any hand trucks, carryalls, or similar appliances used for the delivery
or receipt of merchandise or equipment shall be equipped with rubber tires, side
guards and such other safeguards as the Landlord shall require.
7. If any apparatus used or installed by the Tenant requires a permit as a
condition for its installation, the Tenant must file a copy of such permit with
the Landlord.
8. The Tenant shall give the Landlord prompt written notice of any
accident to or defect in water or gas pipes, heating or sprinkler system in the
demised premises, of which he is aware.
9. The Tenant shall not permit or allow any employee or other person to
conduct any business, enterprise of any kind in or from the premises other than
that specifically provided for in the present lease.
10. The Tenant shall not place any additional locks upon any doors of the
premises or the building without the written consent of the Landlord.
11. No animals or birds shall be brought or kept in or about the premises
or the building.
12. No auction sales shall be allowed in the premises of the building.
13. The Tenant shall be responsible for the cleaning of any drapes and/or
curtains that may be installed by the Tenant in the premises.
14. The water closets and other water apparatus shall not be used for any
purpose but those for which they are [TEXT MISSING]
I.C.N.N.
Schedule "E"
Page 3
15. The Tenant will not do anything nor permit anything to be done on the
Leased Premises or in the said building which may be injurious or annoying to
the Landlord or to any person lawfully on the premises of the Landlord, or
anything which the Landlord may reasonably deem to be a nuisance, or which may
be calculated to damage the business or reputation of the Landlord, or the
satisfactory operation of the building, and the Tenant shall not do or permit
anything to be done in or upon the Leased Premises or the building which will in
any way obstruct or interfere with the rights of any tenants or persons having
business with them, or permit any employees to smoke or congregate in the halls
of the said building, or do or permit anything to be done or bring or keep
anything upon the Leased Premises or in said building which will, in any way,
increase the risk of fire, and/or the rate of fire insurance on the building or
any part thereof or on any property kept therein, or conflict with the laws
relating to fires or with the regulations of the Fire department and/or the
Health Department, or with any of the Rules, Regulations, By-Laws and/or
Ordinances of the City where the Property is located and/or the Fire
Underwriters and/or of any other lawful authority.
16. The Tenant shall not be permitted to use or keep in the said building
any coal oil, gasoline, burning fluid, or other inflammable, explosive or
illuminating material, except such as are permitted by the Fire Underwriters'
Association.
17. The Tenant, when closing the premises, during the day or evening,
shall have all windows closed, to avoid possible damage from fire, storms, rain
or freezing, and will not shut off the radiators when the premises are locked.
18. Front Signage
The Tenant may identify his business with a front sign in accordance with
the following criterias:
(a) Letter: individual to the Tenant's style.
(b) Height: 24"
I.C.N.N.
Schedule "E"
Page 4
(c) Permitted materials - plastic, composite or solid.
- rustproof metal, composite or solid.
(d) Lighting (optional) - integrated
- halo-lit (back-lighting)
(e) Lighting control - dedicated circuit
- photo-cell switch, timer switch or manual
switch
Before the installation of any signage, the Tenant must obtain the written
approval of the Landlord. A request for approval must be accompanied by the
following information:
(a) Elevation plan indicating the proposed sign - (Scale - 3/8" = 1').
(b) Sign dimensions: height, length, thickness, and distance from wall.
(c) Construction and installation details.
(d) Material and finish specifications.
(e) Colour specifications.
(f) Lighting specifications: amperage and voltage.
(g) Name of designer and of fabrication and installation contractors.
(h) Request for Municipal permit.
(i) Any other additional information that the Landlord may require to
study a particular sign request.
19. Facade and secondary windows
(a) It is strictly forbidden to affix posters or other signs in the
windows.
(b) All front windows must have off-white vertical blinds.
(c) Adjustment of vertical blinds of front windows of storage space must
be half closed.
(d) All windows, including secondary windows, must be washed at least
twice a year on both the interior and exterior faces.
I.C.N.N.
Schedule "E"
Page 5
20. Miscellaneous signage
Miscellaneous traffic and "no parking" signs are supplied and installed by
the Landlord.
21. Garbage container
(a) The Tenant must provide the garbage container which best satisfies
its business activity so that the size and water tightness retain
all garbage without affecting the environment.
(b) The Tenant must assure that the container is neatly located on the
designated area and that the lids are kept closed.
22. Exterior storage
(a) lt is strictly forbidden to store anything outside the building,
even on a temporary basis.
(b) Used boxes, palettes must be kept inside the building until
collected for disposal.
23. Special installations
(a) It is forbidden to modify any architectural elements of the building
without the Landlord's approval.
(b) It is forbidden to install outside the building, any type of
equipment, tank, etc..., without the approval of the Landlord.
(c) Any request for the approval of a special installation must be
submitted in writing along with the technical drawings or pertinent
data which can easily identify the specific nature of the
installation.
I.C.N.N.
Schedule "E"
Page 6
Following completion of a special installation which conforms to preceding
authorization, the Landlord will proceed with the inspection of the installation
for final acceptance.
SCHEDULE "F"
MEMORANDUM OF AGREEMENT OF HYPOTHEC ON UNIVERSALITY OF MOVEABLE PROPERTY.
BY AND BETWEEN: 2938201 CANADA INC., a body politic and corporate, duly
incorporated, having its head office and principal place of
business in Montreal, Quebec herein acting and represented by
Xxxxxxx Xxxxxxxxxx its duly authorized representative,
(hereinafter the "Landlord")
AND: SPORT MASKA INC., a body politic and corporate, duly
incorporated, having its head office and principal place of
business in Montreal, Quebec, herein acting through and
represented by Xxxxxxx X. Xxxxx, its Vice President-Finance
hereunto duly authorized as he so declares,
(hereinafter called "Tenant")
WHEREAS the Landlord and Tenant have entered into a lease for
those certain premises located at 0000 Xxxxxx Xxxxxx, Xx. Xxxxxxxxx, Xxxxxx (the
"Premises") signed by the Landlord on the 7 day of April 1997, signed by the
Tenant on the 8 day of April 1997 (the "Lease");
WHEREAS the Tenant has agreed to grant the Landlord security on its
moveable property as security for the full and due performance of all its
obligations under the Lease including, without limitation, the payment of all
rentals and additional rentals;
WHEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. PREAMBLE
The preamble hereto shall form part hereof as though fully recited at
length herein.
2. HYPOTHEC
In order to guarantee the full and proper performance of all of the
obligations to be performed by the Tenant under the Lease, including, without
limitation, the payment of all rent, additional rental and any other sums
payable by the Tenant under the Lease, the Tenant hereby grants to the Landlord
a hypothec in favour of the Landlord in the amount of eight million five hundred
twenty-four thousand seven hundred forty-five dollars and sixty-four cents
($8,524,745.64), on the moveable property of the Tenant, both present and
future, and constituting the universality or universalities hereinafter
described, including all property of the same nature acquired as replacements
for the said properties:
Description
(a) the universality of all moveable improvements, equipment, [ILLEGIBLE]
Schedule "F" to Lease
Moveable Hypothec - Page 2
insurance contracts or policies pertaining to or covering such
moveables; and
(b) intentionally deleted
(c) all of Tenant's right, title and interest in, to and under the Lease
and in and to the Premises.
The hypothec constituted herein is not and shall not be construed as being
an open or floating hypothec pursuant to the provisions of the Civil Code of
Quebec.
3. COSTS AND FEES
The Tenant shall pay the costs and fees of the publication of the hypothec
created hereby and the out of pocket costs of the Landlord with regard to the
renewal, notice, hypothecation, renunciation, quittance or mainlevee with
respect thereto.
4. REPRESENTATIONS OF THE TENANT
The Tenant hereby agrees that it shall not, outside the ordinary course of
business, sell, transfer or alienate all or substantially all of the property
hypothecated herein without the prior written consent of the Landlord, which
consent will not unreasonably be withheld.
In the event of a transfer or alienation of the property to which the
Landlord has granted its consent, the Tenant shall formally advise the Landlord
by way of a written notice containing the name of the vendor and the purchaser
and a description of the property sold. This notice must be accompanied by a
copy of all deeds and documents relating to the sale, transfer or alienation of
property, together with a certified copy of the inscription of a notice of
conservation of the hypothec under the name of the purchaser with proof of
transmission of such notice to the purchaser. In addition to the foregoing, it
shall be required that any purchaser shall be required to assume, solidarily
with the Tenant, all of the obligations of the Tenant contained in the Lease.
5. LEASE OF PROPERTY HYPOTHECATED
The Tenant shall not, without the prior written consent of the Landlord,
lease the property hypothecated in whole or in part.
5. MOVEMENT OF PROPERTY HYPOTHECATED
The Tenant shall not, without the prior written consent of the Landlord,
change the location of the property hypothecated unless such change is made, in
the ordinary course of the enterprise of the Tenant.
7. INTENTIONALLY DELETED
8. ADDITIONAL HYPOTHEC
If the Landlord should so require, the Tenant hereby obliges itself to
[ILLEGIBLE]
Schedule "F" to Lease
Moveable Hypothec - Page 3
9. ENTERPRISE
The Tenant hereby expressly obliges itself for the duration of the present
agreement to continue to exploit its enterprise in the ordinary course of
business and not to do anything which would have as its object the cessation of
the activities of the enterprise or the liquidation of its property.
The Tenant shall administer and operate its enterprise in a proper and
efficient manner and shall respect all the standards of financing agreed to with
the Landlord.
10. DEFAULTS
The Tenant shall be in default under the terms of these presents where:
(a) the Tenant has defaulted in the performance of its obligations
contained in the present Agreement;
(b) there has been an Event of Default under the Lease, including the
non-payment of Basic Rent, Additional Rent and any other sums which
may be due by the Tenant to the Landlord under the Lease;
(c) any steps are taken or any action or proceedings are instituted by
any person for the dissolution, winding-up or liquidation of the
Tenant or its assets and Tenant is not diligently proceeding to have
same dismissed;
(d) the Tenant has made a material representation herein or in the Lease
which proves untrue or incomplete.
In the Event of Default, the Landlord shall have the right under reserve
of all other rights and recourses herein contained or by law;
(a) to require the immediate payment of the full amount of any sums
which may be due or become due under the Lease in capital, interest,
costs and accessories;
(b) to demand the execution of any obligation not respected by the
Tenant;
(c) to exercise all hypothecary recourses which may be conferred upon it
by law.
11. TIME OF ESSENCE
Time shall be the essence of this Agreement and every part hereof.
12. PROPER LAW
This Agreement shall be construed in accordance with the laws of the
Province of Quebec.
13. SEVERABILITY
The invalidity of any provision of this Agreement or any covenant herein
contained on the part of any party hereto shall not affect the validity of any
other provision or covenant hereof or herein contained.
Schedule "F" to Lease
Moveable Hypothec - Page 4
15. NOTICE
Any notice or any communication required or permitted to be given to any
party pursuant to any of the provisions of this Agreement shall be sufficiently
given if such notice or other communication is in writing and is delivered to
such party personally, or mailed by registered mail, postage prepaid, addressed
to such party as follows:
TO Landlord: 6500 Trans Canada Xxxxxxx
Xxxxx 000
Xx. Xxxxxxx, Xxxxxx X0X 0X0
TO THE Tenant: At the Premises, any other place of business of the
Tenant or to any principal, officer or director of the
Tenant
or to such other address of such party as any of them may from time to time
notify the other parties in the manner hereinbefore provided, and any such
notice, or other communications shall be deemed to have been received by any
such party when delivered to it or to him, or if mailed as aforesaid, on the
fifth (5th) business day following the date of mailing. In the event of an
interruption or slow down in the postal system, all notices shall be delivered.
16. LANGUAGE
The parties hereby confirm that they have requested that the present
document be drafted in the English language. Les parties confirment par les
presentes qu'elles on demande que le present document soit redige dans la langue
anglaise.
IN WITNESS WHEREOF THE LANDLORD HAS SIGNED AT ON THIS 7 DAY OF MARCH,
1997.
2938201 CANADA INC.
Per: /s/ [ILLEGIBLE]
--------------------
/s/[ILLEGIBLE]
----------------
Witness
/s/[ILLEGIBLE]
----------------
Witness
IN WITNESS WHEREOF THE TENANT HAS SIGNED AT ON THIS 8TH DAY OF APRIL,
1997.
SPORT MASKA INC.
Per: /s/ [ILLEGIBLE]
--------------------
/s/[ILLEGIBLE]
----------------
Witness
/s/[ILLEGIBLE]
----------------
Witness
Schedule G
DEED OF LEASE
LEASE entered into as of __ day of April, nineteen hundred and ninety-seven
(1997)
BETWEEN: 2938201 Canada, Inc., a body politic and corporate, duly
incorporated, having its head office and principal place of business
in Montreal, Quebec, herein acting and represented by _______, its
duly authorized representative (hereinafter called the "Landlord")
AND: Sport Maska Inc., a body politic and corporate, duly incorporated,
having its head office and principal place of business in Montreal,
Quebec, herein acting through and represented by Xxxxxxx X. Xxxxx,
its Vice President-finance hereunto duly authorized as he so
declares (hereinafter called the "Tenant")
1. DESCRIPTION OF THE PREMISES
Landlord, in consideration of the rents, covenants and agreements herein
contained on the part of Tenant to be paid, kept and performed, does hereby
lease to Tenant and Tenant does hereby hire and take from Landlord that certain
one hundred and eighty thousand (180,000) square feet, being the building
(hereinafter referred to as the "Leased Premises") bearing civic number 0000
Xxxxxx Xxxxxx, Xx. Xxxxxxxxx, Xxxxxx, which building is erected upon that
certain parcel of land more specifically described as comprising subdivision One
of Lot One Thousand Two Hundred (1200-1), subdivision Two of Lot One Thousand
Two Hundred One (1201-2), subdivision Six of Lot one Thousand Two Hundred and
Two (1202-6), subdivision Nine of Lot One Thousand Two Hundred and Fourteen
(1214-9), subdivision Five of Lot One Thousand Two Hundred and Fifteen (1215-5)
and subdivision Five of Lot One Thousand Two Hundred and Sixteen (1216-5) of the
Official Plan and Book of Reference of the Parish of St. Hyacinthe, the said
building and land hereinafter referred to as the "Premises".
2. MODE OF ACQUISITION
[TO BE COMPLETED BY LANDLORD]
3. CHARACTERIZATION OF RIGHT
A lease of a non-residential immoveable.
4. TERM OF LEASE
The term of this lease shall commence on April , 1997 and shall expire at
11:59 p.m. on January 31, 2005, unless the said term shall sooner be terminated
under the provisions hereof.
5. EXTENT OF RIGHT
USE OF PREMISES
The Premises hereby leased shall be used and occupied by Tenant solely for
offices, warehousing, manufacturing and distribution.
GOVERNING LAW
The present lease shall be construed and governed by the laws of the Province of
Quebec.
Executed in Montreal, as of the __ day of April, 1997.
2938201
CANADA, INC.
Per:
----------------------- ---------------------------------
Witness (authorized corporate officer)
Executed in New York, New York, U.S.A., as of the __ day of April, 1997.
SPORT MASKA, INC.
Per:
----------------------- ---------------------------------
Witness Xxxxxxx X. Xxxxx
Vice President - Finance
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