EXHIBIT 6.6
DATED:
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BY and BETWEEN:
MARINE PROPERTIES LTD.
LANDLORD
-and-
INTER CAPITAL CANADA. INC.
TENANT
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LEASE
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MARINE BUILDING
Montreal, Quebec
LEASE INDEX
INTENT OF LEASE 1
PREMISES 1
USE OF PREMISES 1
TERM 2
MINIMUM RENT 2
PAYMENT OF MONIES 3
MOVEABLE HYPOTEC 3
UTILITIES 4
BUSINESS AND WATER TAXES 4
OTHER TAXES 4
OPERATING COSTS AND TAXES 5
INSURANCE 6
DAMAGE OR DESTRUCTION OF PREMISES OR BUILDING 7
ASSIGNMENT AND SUBLEASE 8
ADDITIONAL COVENANTS OF THE TENANT 8
MAINTENANCE, REPAIRS, REPLACEMENTS, ADDITIONS,
ALTERATIONS, INSTALATIONS 9
DEFAULT 10
RESPONSIBILITY AND DAMAGES 11
NOTICE 12
RIGHT OF ENTRY 13
TERMINATION OF LEASE 13
RELOCATION WITHIN THE BUILDING 13
BROKERAGE COMMISSION 14
SUBORDINATION 14
RENOVATION RIGHTS 14
SIGNAGE 14
SPECIAL CONDITIONS 15
ADDITIONAL CHARGES 15
EXPIRATION OF THE TERM OF THE LEASE 15
EXPROPRIATION 16
MISCELLANEOUS 16
SCHEDULE A' - RULES AND REGULATIONS 18
SCHEDULE B' - TENANTS WORK 20
- LANLORD'S WORK 20
SCHEDULE C' - CERTIFICATE OF INSURANCE 21
LEASE
AGREEMENT OF LEASE ENTERED INTO AS OF THE DAY OF
June 1999
BETWEEN:
MARINE PROPERTIES LTD., a body politic and corporate, duly incorporated
according to Law hereinafter referred to as (the "Landlord");
OF THE FIRST PART
AND:
INTER CAPITAL CANADA INC., a body politic and corporate, having its head
office in the City Montreal of herein acting and represented by Xxxx
Xxxxxxx, its President, authorised for these purposes by virtue of a
Resolution of its Board of Directors enacted in March of 1997, a certified
copy of which Resolution is attached hereto, hereinafter referred to as
(the "Tenant"),
OF THE SECOND PART
ARTICLE 1
INTENT OF LEASE
1.1 It is the intent of the parties that this Lease shall be absolutely
net to the Landlord except as expressly hereinafter set out. Any amount and
any obligation, which is not expressly declared to be that of the Landlord,
shall be deemed to be the obligation of the Tenant to be performed by and
at the expense of the Tenant.
ARTICLE 2
PREMISES
2.1 For and in consideration of the rent, covenants, agreements and
conditions hereinafter contained on the part of the Tenant to be
respectively paid, kept, observed and performed, the Landlord hereby
leases to the Tenant, and the Tenant hereby leases from the Landlord,
certain premises in the building situated at 0000 Xxxx Xxxxxx, Xxxxxxxx,
Xxxxxx (the "Building") consisting of approximately three thousand fifty-
seven (3,057) square feet of rentable area, being part of the fifth floor,
and bearing suite 500, as shown on the floor plan as Schedule "B", (the
"Premises").
The Premises are situated in the Building erected on Subdivisions One, Two,
Three and Four of the original Lot number One Thousand Four Hundred and
Fifty-Eight (Lot 1458-1-2-3-4) on the Official Plan and Book of Reference
of the St-Xxxxxxx Xxxx, Registration Division of Montreal (the "Land").
(The said Building and Land sometimes hereinafter being referred to as the
"Property".)
ARTICLE 3
USE OF PREMISES
3.1 The Tenant covenants that the Leased Premises shall be used solely
for:
Online game service and provides entertainment management,
marketing & consulting services, as well as automated transaction
processing and proprietary software for Internet clients.
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3.2 During the term of the lease, the Tenant undertakes at all times to
continuously, actively and diligently conduct its business in the whole of the
Premises in an up-to-date, high class, reputable and efficient manner.
3.3 Tenant hereby acknowledges that the Landlord will suffer substantial
damage and serious and irreparable injury if the Premises are abandoned or left
vacant at any time during the term of the Lease, or if the Tenant does not
comply with the provisions of 3.1 and 3.2, even if the Tenant continues to pay
rent as required under this Lease.
ARTICLE 4
TERM
4.1 The term of this lease shall be of five, (5) years and shall commence at
12:00 hours on the first (1) day of August, Nineteen Hundred and NINETY-NINE
(1999) the "Commencement Date" and shall expire at 24:00 hours on the (31) day
of July, (2004), (the "Term").
4.2 DELAYED POSSESSION AND COMMENCEMENT DATE
If Landlord is delayed in delivering possession of all or any portion of the
Premises to Tenant by the Commencement Date, then, unless such delay is
principally caused by, or attributable to Tenant, its servants, agents or
independent contractors, Tenant will take possession of the Premises when they
are delivered to it by the Landlod. Tenant will have a thirty (30) day free
rent/operating cost for construction purposes, commencing from the time that
possession is delivered to it by the Landlord. Should the foregoing delayed
possession occur, this Lease will not be void nor voidable by the Tenant, nor
will Landlord be liable to Tenant for any loss or damages resulting from any
delay in delivering possession of the premises to Tenant. For the sake of
clarity, the rent and additional rent due by the Tenant will be payable
commencing thirty (30) days from the delivery of possession to the Tenant.
Should the Tenant take possession of a portion of the Premises after the expiry
of the thirty (30) day period referred to above, it will pay rent is respect
thereof from the date that such possession is so taken.
ARTICLE 5
MINIMUM RENT
5.1 During the Term, the Tenant agrees to pay to the Landlord as minimum rent
("Minimum Rent"):
The base or minimum rent per square foot per annum for the rentable area
of the premises will be:
Years 1&2 @ TEN DOLLARS ($10.00) net psf of gross rentable area
Year 3 @ ELEVEN DOLLARS ($11.00) net psf of gross rentable area
Years 4&5 @ TWELVE DOLLARS ($12.00) net psf of gross rentable area
5.11 The said rentals shall be payable in equal, consecutive monthly
instalments in advance on the first (1st) day of each month, commencing on
the date hereof.
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ARTICLE 6
PAYMENT OF MONIES
6.1 The Minimum Rent, all additional rent, and all other amounts payable by
the Tenant to or for the account of the Landlord shall be paid in lawful money
of Canada immediately when due, without the necessity of any demand thereof, at
the Landlord's address set forth in Article 18 or at any other place which the
Landlord may designate in writing. All amounts to be paid by the Tenant to or
for the account of the Landlord, whether or not referred to as rent, shall be
deemed to be rent. All such amounts shall be paid without deduction, abatement,
compensation, or set-off, the Tenant hereby waiving and renouncing to all
claims, set-off and compensation against any amounts due hereunder, save and
except as expressly provided herein.
6.2 Any amount not paid when due shall bear interest at the rate charged by
the Royal Bank of Canada to its most credit-worthy commercial customers plus 2%
per annum payable and compounded monthly.
6.3 The obligations of the Tenant to make any outstanding payments shall
survive the expiration or early termination of this Lease.
6.4 The acceptance by the Landlord of any post-dated cheque or money owing
for rent after its due date is to be considered as a mode of collection only,
without novation of, nor derogation from, any of Landlord's right, recourses and
actions in virtue of this Lease which demands punctual payment of all
obligations.
MOVEABLE HYPOTHEC
6.5
(a) As continuing and collateral security for the due and punctual payment of
Rent and all other amounts now owing or which may hereafter become owing
to the Landlord by the Tenant under this Lease, as same may be amended,
renewed, extended or supplemented, and as continuing and collateral
security for the due and punctual performance and fulfilment of all other
obligations, covenants and agreements of the Tenant contained in this
Lease, as same may be amended, renewed, extended or supplemented, the
Tenant hereby hypothecates in favour of the landlord, with effect as of
and from this date, for the sum of fifty thousand dollars ($50,000.00)
and interest thereon at the Stipulated Rate in force on the date hereof
(being 13% per annum), calculated semi-annually, not in advance, all of
the rights, title and interests of the Tenant in and to the following
universality (hereinafter referred to as the "University"):
(i) the university of all moveable improvements, equipment,
machinery, furniture and trade fixtures of every kind, present &
future, located on or upon the Premises or used directly or
indirectly in connection with the business of the Tenant carried
on at the Premises, including all indemnities or proceeds paid
under insurance contracts or policies pertaining to or covering
such moveables.
(ii) The universality of all property in stock, raw material,
fixtures, present and future, situated on or upon the Premises or
used directly or indirectly in connection with the business of
the Tenant carried on at the premises, including all indemnities
or proceeds paid under insurance contracts or policies pertaining
to or covering such moveables.
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(b) The hypothec herein created in favour of the Landlord shall be construed
as a floating hypothec under Article 2715 of the Civil Code of Quebec.
(c) The security hereby created is without delivery.
(d) Upon the occurrence of an Event of Default the security herby constituted
shall become enforceable and the landlord shall forthwith be entitled to
exercise any and all of the rights provided for in Chapter V of Title III
of Book VI of the Civil Code of Quebec and in the Code of Civil Procedure
of Quebec.
(e) However, should the Tenant obtain a bona fide financing for the operation
of its business in the Premises from a Canadian chartered bank or other
reputable financial lending institution acceptable to Landlord acting
reasonably (the Tenant's Lender), the Landlord shall execute, at the cost
of the Tenant, a subordination agreement in favour of such bona fide
financing in a form and contents satisfactory to the Landlord and its legal
counsel, provided that Tenant pays to the landlord all costs incurred in
relation thereto, including without restriction legal costs, acting
reasonably and that, no security granted or to be granted to the Tenant's
Lender shall affect or in any manner whatsoever charge any asset which is
or may, under the Lease, become the property of the Landlord.
ARTICLE 7
UTILITIES
(Article deleted intentionally).
ARTICLE 8
BUSINESS AND WATER TAXES
8.1 The Tenant shall pay business and water taxes and other similar taxes,
rates, duties, levies, assessments, and charges imposed upon or in respect of
the personal property, inventory, leasehold improvements, machinery, equipment,
or fixtures of the Tenant, or upon the business carried on in the Premises, and
all other taxes, rates, duties, levies, assessments, and charges which are or
may be payable by the Tenant as a Tenant and occupant of the Premises. If by
law, regulation or otherwise, any such tax is made payable by the landlords or
proprietors, or if the mode of collecting any such tax be so altered as to make
the Landlord liable, therefore, instead of the Landlord, the Tenant shall pay to
the Landlord forthwith upon demand the amount of any such tax imposed on the
Landlord as a result of such change.
ARTICLE 9
OTHER TAXES
9.1 In the event that a value added tax, sales tax or similar tax shall be
imposed by any competent fiscal authority, the said tax shall be payable by the
Tenant at the same time as rental and/or additional rental to the entire
exoneration of Landlord, notwithstanding that the law may stipulate that such a
tax is payable by Landlord.
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ARTICLE 10
OPERATING COST AND TAXES
10.1 In this Lease "Proportionate Share and/or Proportionate Shares"
means, and the parties hereby agree that, for the purposes of this Lease, the
Proportionate Share of Tenant shall be deemed to be as follows:
a) For purposes of calculating Operating Costs as defined hereinbelow:
percent (3.98%) and;
b) For Taxes defined hereinbelow:
percent (2.24%).
"Operating Costs" means in any fiscal period designated by the Landlord,
all expenses, costs and disbursements of every kind and nature
(determined for each fiscal period on an accrual basis) incurred by or on
behalf of the Landlord with respect to and for the operation, maintenance,
repair, replacement, security and management of the Property, all without
duplication. Without in any way limiting the generality of the foregoing,
Operating Costs shall include the following:
c) wages, including fringe benefits of persons directly employed or engaged in
the operation, maintenance, repair, replacement, security and management
of the Property;
d) costs of goods and services supplied, used or incurred directly in the
operation, maintenance, repair, replacement, security, and management of
the Property, including heating, ventilating and air-conditioning costs,
the cost of providing cleaning, janitor, supervisory, maintenance and
security services, the cost of operating elevators, including the freight
elevator, escalators (including the escalators to the Premises), stairways,
the cost of providing hot and cold water, electricity and other utilities
and services, the cost of maintenance of and repairs to the Property and
any equipment, machinery or apparatus, and the cost of window cleaning,
snow and ice removal;
e) business and water taxes and governmental impositions not otherwise charged
directly by Tenants;
f) cost of insurance as may be carried by the Landlord in respect of or
attributable to the Property or related thereto, including without
limitation all risk insurance against fire and other perils, and liability
regarding casualties, injuries, and damages, and rental income insurance;
g) the cost of any modification and additions to the Building or the machinery
and equipment therein where, in the reasonable opinion of the Landlord,
such expenditure may reduce Operating Costs or the cost of any additional
equipment or machinery required by law, or in the Landlord's reasonable
opinion, for the benefit or safety of the persons using the Building;
h) the total annual amortisation of capital (on a straight line basis over the
useful life or such other period reasonably determined by the Landlord) and
interest on the unamortized capital of the cost of all machinery,
equipment, supplies, repairs, replacements, modifications and improvements
which in the Landlord's reasonable opinion have an estimated useful life
longer than one fiscal year of the Landlord, and the cost whereof has not
previously been charged to the Tenant the Landlord warrants that all
amounts which, in accordance with generally accepted accounting principles
may be treated as capital items, shall be amortised as aforesaid rather
than expensed;
i) administrative costs equal to 15% of all taxes, costs and expenses incurred
by the Landlord in maintaining, operating and supervising the Property;
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j) increments in the cost of borrowing money, the Tenant agreeing
that it shall be responsible for a Proportionate Share of any
additional interest payable by the Landlord during the term of the
present Lease or the renewal of the Landlord's existing first
mortgage loan to the extent that the principal amount of such loan
does not exceed the original principal amount of the existing
first mortgage loan. "Tax", "Taxes" means all taxes, rates duties,
levies, assessments, or charges whatsoever (including local
improvement taxes and rates) attributable to and levied in respect
of the Property payable by the Landlord to any duly constituted
authority whether federal, provincial, municipal, school or
otherwise, and includes tax on paid-up capital (or portion thereof
reasonably attributable to the Property if applicable) and any
taxes, rates, duties, levies, assessments, or charges which may in
the future be levied in addition to or in substitution for taxes
currently levied, and also includes any and all costs and expenses
incurred, paid or payable by the Landlord in contesting or
appealing any such taxes, rates, duties, levies, assessments or
charges.
10.2 The Tenant shall within 5 days of receipt of a statement from
the Landlord setting forth the Operating Costs and Taxes, and the
Tenant's Proportionate Share thereof, pay the Proportionate Share to
the Landlord.
10.3 The Landlord may for any fiscal period estimate the
Proportionate Share and notify the Tenant in writing of the estimated
Proportionate Share. The amount so estimated should be payable in
equal monthly instalments in advance on the same day as the monthly
instalments of Minimum Rent. The Landlord may, from time to time,
alter the fiscal period selected, in which case, and in the case where
only a broken portion of the fiscal period is included within the term
of this Lease, the appropriate adjustment in monthly payments shall be
made. From time to time during the fiscal period, the Landlord may re-
estimate any of the foregoing on a reasonable basis for such fiscal
period or broken portion thereof, in which event the Landlord shall
notify the Tenant in writing of such re-estimate and fix monthly
instalments for the then remaining balance for such fiscal period or
broken portion thereof, such that, after giving credit for the
instalments paid to the Landlord on the basis of the previous estimate
or estimates, the entire estimated Proportionate Share will have been
paid during such fiscal period or broken portion thereof. As soon as
practicable after the expiration of each fiscal period, the Landlord
shall make a final determination of the Proportionate Share thereof
for such fiscal period and (if applicable) broken portion thereof and
notify the Tenant, and the Landlord and Tenant shall immediately make
the appropriate re-adjustment and payments and repayments. Operating
expenses and taxes for the year ending December 31/st/, 1999, shall
not exceed $13./psf of gross rental area of the premises. The
operating expenses and taxes shall not increase by more than 4% per
year 2, 3, 4 & 5 of the Term.
ARTICLE 11
INSURANCE
11.1 The Tenant shall at its sole cost and expense take out and at
all times keep in force:
11.1.1 comprehensive public liability insurance in favour of the
Landlord and the Tenant covering such risks and in such amounts
acceptable to the Landlord, it being understood and agreed that in no
case shall such insurance is in an amount of less than ONE MILLION
DOLLARS ($1,000,000);
11.1.2 all risk property damage insurance covering all Improvements
(as hereinafter defined) made by the Tenant to the Premises, and all
trade fixtures, inventory and property of the Tenant on the Premises,
in amounts equal at all times to no less than the full replacement
cost thereof;
11.1.3 such other insurance as the Landlord may from time to time
reasonably require.
11.2 All contracts of insurance required to be maintained under the
provisions of this
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Lease shall be issued by companies and approved by the Landlord, acting
reasonably, and shall be signed by each insurer, and such policy shall indicate
the Landlord as co-insured to the extent of its interest. Each policy shall
contain an undertaking by the insurer to give the Landlord at least thirty (30)
days' prior written notice of cancellation or modification.
11.3 The Tenant thereof shall promptly deliver each policy and every renewal to
the Landlord sixty (60) days, acting reasonably, prior to the expiration of the
policy then in force, with evidence of payment of the premiums thereon. In the
event that the Tenant shall at any time fail to take out, pay for, maintain,
or deliver any of the insurance policies provided for in this Lease, the
Landlord may, but shall not be obliged to, without notice to or demand upon the
Tenant, and without waiving or releasing the Tenant from any obligation
hereunder, effect any such insurance coverage and pay the premiums thereof. The
Landlord may thereupon charge the amount of the premiums to the Tenant with
interest on the amount thereof at the rate charged by the Royal Bank of Canada
to its most credit-worthy commercial customers plus 2% per annum payable and
compounded monthly. The Tenant hereby covenants and agrees to pay same to the
Landlord forthwith upon receipt from the Landlord of a notice stating the amount
thereof paid by it and the date of payment, and the Tenant agrees that any and
all of such amounts so paid by the Landlord shall be recovered by the Landlord
as additional rent.
11.4 The Landlord shall take out and at all times keep in force such insurance
against such perils and in such amounts as a prudent owner of similar properties
and carrying on a similar business would carry.
11.5 Tenant shall pay all extra premiums of insurance, both on said building
and on the property of other Tenants therein that the Company with which the
premises may be insured shall exact, either from the Lessor or from the Tenants
of the building in consequence of the business carried on therein by the Lessee
or anything brought into, or stored in, the said premises by the Lessee.
ARTICLE 12
DAMAGE OR DESTRUCTION OF PREMISES OR BUILDING
12.1 If and whenever during the term of this Lease, the Premises shall be
destroyed or damaged by fire, lightning, tempest, vandalism, act of God, or any
other cause of whatsoever nature, the Tenant shall give prompt written notice
thereof to the Landlord.
12.2 In the event of damage to or destruction of the Building or the Premises
or a part thereof by fire or other cause of whatsoever nature, including that
set forth in paragraph 12.1 hereof, the Lease shall not be rescinded or
terminated notwithstanding the provisions of the Civil Code unless Landlord, in
its absolute and entire discretion, elects to cancel this Lease.
12.3 If any damage or injury by fire or any other cause to the Building or the
leased Premises, whether partial or not, is due to the fault or neglect of
Tenant, Tenant's officers, agents, employees, servants, visitors or licencees,
without prejudice to any other rights of subrogation of Landlord's insurer,
Tenant shall be liable for all costs and damages and the damages may be repaired
by Landlord at Tenant's expense and in no event shall there be an apportionment
or abatement of rent.
12.4 In the event of a rebuilding or repair of the Building, the Landlord shall
not be obligated to rebuild the Building or any part thereof according to the
original plans and specifications. Tenant shall be solely responsible for the
rebuilding and repair of its Premises, unless the gross fault or gross
negligence of Landlord caused the damage or destruction.
12.5 In the event of rebuilding or repair of the Premises, and the Landlord
requiring Tenant to vacate the Premises during the period of such rebuilding,
Tenant undertakes and agrees to vacate the Premises during such period and to
reintegrate the Premises five (5) days following notice that the Premises are
again ready for occupancy by the Tenant. In no case shall there be any abatement
of rental of whatsoever nature, it being
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understood and agreed, however, that the Landlord shall proceed if it so elects
to proceed, with due diligence.
12.6 The Tenant shall have no recourse against the Landlord in the event of
any damage or destruction to the Building or the Premises from whatsoever cause
other than due to the gross fault or gross negligence of Landlord.
ARTICLE 13
ASSIGNMENT AND SUBLEASE
13.1 Without prior written consent of the Landlord which shall not be
unreasonably withheld, the Tenant shall not assign, transfer or other encumber
this Lease or any part thereof or any of the Tenant's rights, title or interest
thereto or therein, or sublet the whole or any part of the Premises, or permit
the Premises or any part thereof to be used by another, provided, however, that
Tenant may assign this Lease and sublet the Premises to a subsidiary of Tenant,
without having to obtain the Landlord's consent.
Furthermore, if the Tenant wishes to so assign, sublet, or transfer the
whole or any part of the Premises to a third party other than a subsidiary of
the Tenant, it must submit to the Landlord a copy of the offer to so sublet,
transfer or assign the whole or any portion of the said Premises together with
the request for consent. In such circumstances, the Landlord shall have fifteen
(15) days from receipt thereof to match the terms and conditions of the said
offer to sublet, or, at the Landlord's option, to cancel the present Lease as of
the effective commencement date of such sublet, transfer or assignment, consent
to such subletting, or refuse such consent by registered letter postmarked
within such delay.
The Landlord's refusal of consent shall be deemed reasonable (without in
any way restricting the Landlord's right to refuse its consent on other
reasonable grounds) where the assignee or subtenant proposed by the Tenant is
then a Tenant of the Building and the Landlord has or will have during the next
ensuing six (6) months suitable space for rent in the Building.
Notwithstanding the above, if any assignment, transfer or sublet takes
place, the Tenant shall remain jointly and severely responsible for the payment
of all sums due or to become due hereunder, and all the other terms, clauses,
and conditions hereof, and does hereby waive the benefits of division and
discussion.
13.2 TRANSFER BY LANDLORD
The Landlord shall be entitled to transfer all or part of its rights
under the present Lease to a third party, whether by sale or otherwise. In the
event of such transfer, to the extent that such transferee or purchaser assumes
Landlord's obligations under this Lease, the Landlord shall be released from any
and all obligations to the Tenant.
ARTICLE 14
ADDITIONAL COVENANTS OF THE TENANT
14.1 In addition to the covenants, agreements, terms and conditions contained
herein on the part of the Tenant to be performed or observed, the Tenant further
covenants and agrees:
14.1.1 to promptly pay or cause to be paid to the Landlord the rent and any
other sums of money which may become due hereunder whether deemed rent or not at
the time and in the manner herein mentioned and to observe and perform and to
permit no violation of any covenant, agreement, term, and condition herein
contained on the part of the Tenant to be performed or observed;
14.1.2 at its sole cost and expense to keep the Premises in a clean, wholesome
and sanitary condition, free and clear of all waste, paper, and other substances
which could be a nuisance or liable to occasion fire, and to cause all dirt,
rubbish, garbage, and
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other refuse or matter on or about the Premises to be carefully collected and
deposited in containers provided by the Tenant and disposed of at the sole cost
and expense of the Tenant;
14.1.3 at its sole cost and expense, promptly to comply with all laws and
ordinances, and the orders, rules, regulations, and requirements of all federal,
provincial regional and municipal governments and appropriate departments,
commissions, boards and offices thereof, as well as the orders, rules and
regulations of the board of fire, underwriters having jurisdiction where the
Premises are situated, or any other body now and hereafter constituted
exercising similar functions, which may be applicable to the Premises;
14.1.4 not to leave the Premises unoccupied or vacant (and surrender of the keys
shall not be necessary in order that the Premises may be deemed unoccupied or
vacant). Acceptance of the surrender of this Lease shall not be effective unless
made in writing and signed by the Landlord.
14.1.5 to keep and maintain upon the Premises during the entire term of the
Lease or any renewal thereof sufficient furniture, fixtures and inventory, free
and clear of any liens, encumbrances or charges of whatever nature, and in full
ownership by the Tenant, sufficient to guarantee the payment of six (6) months'
rental and additional rental to the Landlord.
ARTICLE 15
MAINTENANCE, REPAIRS, REPLACEMENTS,
ADDITIONS, ALTERATIONS, INSTALLATIONS
15.1 The Tenant shall, at its own cost and expense, keep and maintain the
Premises in good order and condition, the whole as a careful owner would do.
15.2 The Landlord shall be entitled, at any time and from time to time, with
reasonable notice, to enter and examine the state of repair, maintenance, and
order of the Premises. The Landlord may give notice to the Tenant requiring
that the Tenant perform all maintenance and effect all repairs and replacements
to which it is obliged pursuant to the terms hereof. Failure of the Landlord to
give such notice shall not, however, relieve the Tenant from its obligations
under section 14.1. In the event that the Tenant fails to commence such
maintenance, repairs, or replacements within fifteen (15) days of the Landlord's
notice and to complete the same with reasonable diligence, the Landlord shall
have the right, but not the obligation, to elect, at its sole discretion, to
cause the repairs, maintenance, or replacements to be undertaken, and to charge
the Tenant thereof, acting reasonably.
Notwithstanding the foregoing, in the event of an emergency, the Landlord
shall have the immediate right, but not the obligation, without prior notice to
the Tenant, to cause such repairs, maintenance, or replacements to be
undertaken, and to charge the Tenant thereof acting reasonably.
15.3 The Tenant shall not make additions, installations, alterations,
improvements, changes or additions to the Premises or any part thereof
(collectively the "Improvements") without prior written consent of the Landlord,
which shall not be unreasonably withheld. As a condition precedent to obtaining
the Landlord's consent, the Tenant shall submit to the Landlord:
15.3.1 the plans and specifications relating to the Improvements;
15.3.2 all necessary permits from the appropriate public authorities;
15.3.3 the name of its contractor and proof, satisfactory to the Landlord, that
such contractor is adequately insured against risks which a prudent contractor
would normally insure against;
15.3.4. proof, satisfactory to the Landlord, that the Tenant's contractor is in
good
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standing with the Commission des Accidents du Travail.
15.4 The cost of the Improvements shall be the sole
responsibility of the Tenant and if any payment in respect thereof is
made by the Landlord, the same shall be immediately repayable to the
LandLord by the Tenant and collectible as additional rent.
15.5 Should any privilege at any time be registered against the
Premises or any part thereof for work, labour, services, or material
ordered by the Tenant, or for the cost of which the Tenant may in any
way be obligated, the Tenant shall have same discharged within thirty
(30) days after it has been notified of the registration thereof.
Notwithstanding the foregoing, the Tenant shall not be required to
effect such discharge provided that it is contesting the amount or
validity of such privilege and provided further that it has, if so
requested by the Landlord, deposited into court or with a third party
mutually acceptable to the Tenant and the Landlord, the amount of the
privileged claim plus a reasonable amount for costs as estimated or
approved by the Landlord.
15.6 At the expiration or earlier termination of this Lease, all
Improvements shall become the property of the Landlord, without any
compensation therefor being allowed to the Tenant.
15.7 The Tenant may at the expiration or earlier termination of
this Lease or at any time or from time to time during the Term, as may
be necessary for the conduct of its business, take, remove, and carry
away from the Premises, all fittings, plant, machinery, utensils,
safes, vaults, and other articles upon the Premises in the nature of
trade fixtures, but the Tenant shall in such removal do no damage to
the Premises or shall make good any damage which may occasion thereto.
The Tenant agrees that it will not, save as aforesaid, or in the event
that it is substituting therefor new trade fixtures, remove any trade
fixtures of any kind owned by the Tenant from the Premises until all
rent due or to become due under this Lease during the Term herein
provided for is fully paid.
15.8 At the expiration or earlier termination of this Lease, the
Tenant shall deliver the Premises to the Landlord in as good order and
condition as at the commencement of this Lease, reasonable wear and
tear accepted.
ARTICLE 16
DEFAULT
16.1 The Tenant shall be in default hereunder:
16.1.1 if it fails to pay any instalment of Minimum Rent when due
or other amount required to be paid hereunder within five (5) days
of demand therefor from the Landlord;
16.1.2 if the Tenant fails to observe or perform any other
covenant, agreement, term or condition contained herein on its part to
be performed or observed and either:
16.1.2.1 fails to cure such failure within ten (10) business days of
notice thereof from the Landlord, or
16.1.2.2 if such failure cannot be cured within the said ten (10)
business day period, fails, following such notice, to proceed promptly
with due diligence to cure same and thereafter to prosecute the curing
of such failure with due diligence, or
16.1.3 if the Tenant has adjudicated a bankrupt, or makes an
assignment for the benefit of creditors or commences proceedings under
any winding-up act or become subject to any other insolvency
legislation, or
16.1.4. if the Tenant sublets without Landlords consent, the
Premises or any part thereof or assigns its rights hereunder or
abandons the Premises or ceases to carry on an active business within
the Premises, or
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16.1.5 if any process of execution be enforced or levied against the Tenant or
any of its property, or if a receiver, trustee, or sequestrator be appointed to
the Tenant's property or any part thereof.
16.2 In the event of default, the Landlord may re-enter and take possession
of the Premises by force or otherwise, as it may deem fit, as though the Tenant
was holding over after the expiration of the Term without any right whatsoever.
In the event of default, the Landlord may either terminate this Lease,
or it may from time to time without terminating the Tenant's obligations under
this Lease, make alterations and repairs considered by the Landlord necessary to
facilitate reletting, and relet the Premises or any part thereof as agent of the
Tenant for such term or terms and at such rentals, and upon such other terms and
conditions as the Landlord in its reasonable discretion considers advisable.
Upon each reletting, all rent and other monies received by the Landlord from the
reletting shall be applied, first to the payment of indebtedness other than rent
due hereunder from the Tenant to the Landlord, second to the payment of costs
and expenses of reletting, including brokerage and solicitors' fees, and costs
of the alterations and repairs, and third to the payment of rent due and unpaid
hereunder. The residue, if any, shall be held by the Landlord and applied in
payment of future rent as it becomes due and payable. If the rent received from
reletting during a month is less than the rent to be paid during that month by
the Tenant, the Tenant shall pay the deficiency to the Landlord. The deficiency
shall be calculated and paid monthly. No re-entry by the Landlord shall be
construed as an election on its part to terminate this Lease unless a written
notice of that intention is given to the Tenant. Despite reletting without
termination, the Landlord may elect at any time to terminate this Lease for a
previous breach. If Landlord re-lets the premises for a period that is equal to
or surpasses the length of the present lease, the lease shall be terminated and
all obligations of the Tenant shall be null & void.
16.3 In the event of termination of this Lease, the Landlord shall be
entitled to recover from the Tenant all damages it suffers by reason of the
Tenant's default, which the parties acknowledge, shall include:
16.3.1 the cost of recovery, including the cost of alterations and repairs
considered by the Landlord necessary to facilitate reletting; and,
16.3.2 reasonable legal fee; and,
16.3.3 the worth at the time of termination of the excess, if any, of the
amount of rent reserved in this Lease for the remainder of the Term over the
then rental of the Premises for the remainder of the Term; and,
16.3.4 the aggregate rent for the unexpired portion of the Term.
The Tenant agrees to pay the Landlord the foregoing amounts immediately upon
termination of this Lease as damages and not as a penalty.
16.4 The Landlord shall, over and above the rights herein enumerated, have
all legal rights and remedies permitted by and available under the laws of the
Province of Quebec for the collection of any rent due or to become due
hereunder, and for the seizure and sale of any property liable as security for
payment of such rent.
ARTICLE 17
RESPONSIBILITY AND DAMAGES
17.1 The Landlord shall be entitled, at its sole option, and without
liability or obligation to Tenant, to discontinue or modify any services
required of it under this Lease during such time as may be necessary, or as
Landlord may deem advisable, by reason of accident, or for purposes of effecting
repairs, replacements, alterations or improvements; and without limiting the
foregoing, Landlord shall not be liable to Tenant or others for direct or
indirect damages or discomfort by reason of failure or any reason to supply the
said services or any of them, or for interruption to Tenant's
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business, the Landlord, however, undertaking to correct any such failure and/or
to effect such repairs, replacements, alterations, or improvements with
reasonable diligence.
17.2 The Landlord shall not be liable nor responsible in any way for any
personal or consequential injury of any nature whatsoever that may be suffered
or sustained by the 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 of or
damage or injury to any property belonging to the Tenant or to its employees or
to any other person which 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 draining 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 other Tenant of the Building, 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. Nor shall the
Tenant be entitled to any abatement or rental in respect of any such condition,
failure or interruption of service.
Without restricting the foregoing, Landlord shall not be liable for any
other damage to or loss, theft, or destruction of property, or death of, or
injury to, persons at any time in or on the Premises or in or about the
Building, however occurring, except that directly caused by the gross negligence
of Landlord. Notwithstanding the foregoing, liability of Landlord shall under no
circumstances extend to any property other than normal office furniture which
term, without limiting its normal meaning shall not include items such as
displays, valuable articles, securities, specie, papers, or other similar items.
Tenants shall give to Landlord prompt written notice of any accident to or
defect in the water pipes, gas pipes, heating or air-conditioning equipment when
supplied by Landlord, electric light, elevators, wires or other service of any
portion of the Premises.
The Tenant shall indemnify and save harmless the Landlord from all claims,
actions or demands whatsoever resulting from the events referred to in second
paragraph of clause 17.2, as well as from any act or omission of the Tenant, its
agents, customers and employees.
The Landlord, its agents, servants, employees or contractors shall not be
liable for any damage suffered to the Leased Premises or the contents thereof by
reason of the Landlord, its agents, servants, employees or contractors entering
upon the Leased Premises to undertake any examination thereof or any work
therein or in the case of any emergency.
17.3 Tenant covenants and agrees that it shall protect, save and keep the
Landlord harmless and indemnified against any penalty or damage or change
imposed for any violation of any laws or ordinances occasioned by the Tenant or
those connected with the Tenant, and that it shall protect, indemnify, save and
keep harmless the Landlord against any and all damage or expense arising out of
any accident or other occurrence on or within the Premises causing injury to any
person or property and against any and all damage or expense arising out of any
failure of Tenant in any respect to comply with and perform of the requirements
and provisions of this Lease and that such obligation to indemnify shall survive
the termination of this Lease.
ARTICLE 18
NOTICE
18.1 Any notice, election, demand, declaration or request which may be or is or
are
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required to be given or made pursuant to this Lease shall be given or
made in writing, and shall be delivered to the party for whom it is
intended or mailed by prepaid registered mail:
18.1.1 in the case of the Landlord, addressed to:
0000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx
X0X 0X0
or such other address as Landlord may from time to time advise Tenant
by notice in writing:
18.1.2 in the case of the Tenant, addressed to:
0000 Xxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx
X0X 0X0
The Tenant elects domicile at the premises hereby leased for the
purpose of service of all instruments in connection with any
proceedings taken hereunder.
18.1.3 The date of receipt of any such notice, election, demand,
declaration, or request, shall be deemed to be the date of delivery of
same, if delivered personally or if mailed as aforesaid on the third
business day following the date of such mailing, provided that if at
the next date of such mailing, the postal service in Canada is on
strike, such notice, election, demand, or request shall be served
personally.
ARTICLE 19
RIGHT OF ENTRY
19.1 During the last six months of the Term or one of the Option
Periods as the case may be, the Landlord, with notice, may
enter the Premises for reasonable periods during business hours
to exhibit the Premises to prospective lessees. At any time
during the Term or one of the Option Periods, the Landlord may
enter the premises for reasonable periods during business hours
to exhibit the Premises to prospective purchasers.
ARTICLE 20
TERMINATION OF LEASE
20.1 Should a decision by the Landlord, or his successor(s) in
title, be made to demolish the building in whole or in part, for any
reason, then in such event the Landlord, or his successor(s) in title,
shall have the right to cancel the existing lease by giving the Tenant
a six (6) month prior written notice to such effect. In such event,
the Tenant agrees that it will vacate the leased Premises forthwith
upon the expiry of the said six (6) month period, and the Tenant shall
not have the right to any compensation or damages for such early
termination.
ARTICLE 21
RELOCATION WITHIN THE BUILDING
21.1 The Landlord shall have the right from time to time to relocate
the Tenant in the Building to other equivalent premises in the
Building by giving the Tenant a thirty-(30) day written notice. In
such event, the Landlord shall reimburse Tenant for its
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reasonable out of pocket disbursements too physically move & install
the assets from the premises to the new premises. In addition,
Landlord shall compensate the Tenant for the undepreciated cost of the
Tenant's improvements left in the Premises. Tenant shall provide proof
of such cost.
ARTICLE 22
BROKERAGE COMMISSION
22.1 As per Commission Agreement with T.C.B. International, Inc.,
dated May 20/th/, 1999.
ARTICLE 23
SUBORDINATION
23.1 It is an essential condition of this Lease that all rights of
the Tenant hereunder will be subordinated to the rights of any
hypothecate creditor or of any other assignee of Landlord's rights
under this Lease, and that Tenant recognise any such Secured Lender or
assignee as Landlord or assignee as Landlord herein.
ARTICLE 24
RENOVATIONS RIGHTS
24.1 The Landlord shall have the right from time to time to make such
renovations to the Building, as it deems necessary to enhance the
character, quality and reputation of the Building. The Tenant
undertakes to co-operate with the Landlord to facilitate such
renovations and agrees that during the period of such renovations, it
will not be entitled to any reduction in rentals, or to the recovery
of damages from the Landlord resulting from loss of business during
the period of renovations.
ARTICLE 25
SIGNAGE
25.1 The Tenant agrees not to paint, affix, nor display anything,
including, without limitation, any advertisement or notice ("Signage")
to the exterior of the Premises without, in each instance, the prior
written approval of the Landlord. Further, if the Landlord, acting
reasonably, objects to any Signage in any part of the interior of the
Premises, which is visible from the exterior thereof, Tenant shall
forthwith remove same at Tenant's cost and expense.
25.2 The Tenant shall erect and maintain an identification sign or
signs of a type or types and in a location or locations specified in
writing by the Landlord, design subject to Landlords approval and
after having received all necessary permits and/or authorisations. Any
such sign shall remain the property of the Tenant, shall be maintained
by the Tenant at its sole cost and expense, and Tenant shall pay for
the electricity consumed by such sign.
25.3 Landlord shall place, if space is available, Tenant's corporate
name(s) in both the English and French languages and suite number onto
the Building directory and in the hallways on Tenant's floor(s) in a
form and style of lettering equivalent to Landlord's other tenants in
the Building. Landlord shall provide Tenant with Tenant's name(s), in
a form and style of lettering in accordance with Building standards,
which landlord shall install on the entrance door of Premises. The
Tenant reserves the right to request that the Landlord announce more
than one name in the above areas up to a maximum of four names as
designated by the Tenant.
ARTICLE 26
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SPECIAL CONDITIONS
26.1 Provided Tenant is not in default under this Lease at the time of exercise
of its right by virtue of this article, Tenant shall have the right to renew
this Lease for a further period of five years (5) commencing on August 1/st/,
2004 and terminating on July 31/st/, 2009. In the event that the tenant wishes
to exercise this right, it shall give the landlord written notice by prepaid
registered mail of its intention to renew, at least nine (9) months prior to the
date of expiration of the term, failing which is right to renew herein granted
shall lapse and be null and void ipso facto. All the terms and conditions as
contained in the Lease shall remain the same except that the Minimum Rent shall
be negotiated and shall not be less than the amount paid in the last lease year.
Should no agreement be reached at least three (3) months prior to the expiration
of the Term, said option to renew shall become null and void, and the Lease
shall expire.
ARTICLE 27
ADDITIONAL CHARGES
27.1 Tenant & Landlord shall pay their own legal costs for the negotiation
of the present Lease.
ARTICLE 28
EXPIRATION OF THE TERM OF THE LEASE
Subject to Article 20.1 hereof, Tenant shall give Landlord six (6) months'
written notice prior to the date of expiration of this Lease or any renewal
thereof, of its intention to vacate the Premises, failing which Landlord may, at
its option, give written notice to tenant within a period of no less than thirty
(30) days before the date of expiration of this Lease or any renewal that this
Lease is renewed for a further period of (12) months from the said date of
expiration under the same terms and conditions as herein set forth. If neither
of the notices hereinabove described is given, the present Lease shall terminate
ipso facto and without notice or demand on the date foreseen for expiry of this
Lease, and any continued occupation of the Premises by the Tenant shall not have
the effect of extending the period or of renewing the present Lease for any
period of time, the whole notwithstanding any provisions of law, and the Tenant
shall be presumed to occupy the Premises against the will of the Landlord, who
shall thereupon be entitled to make use of any and all remedies provided by law,
provided, however, that Landlord shall have the right of its sole option, in the
event of any such continued occupation by Tenant to give to Tenant at any time,
written notice that Tenant may continue to occupy the Premises under a tenancy
from month to month in consideration of a rental equal to twice the monthly
instalment of Minimum Rent provided for in the present Lease for the month
immediately preceding the expiry of this Lease, and the Tenant shall also pay
its Proportionate Share of the Operating Costs and taxes for such period, and
all other terms and conditions of the present Lease shall remain applicable.
28.2 In the event where, notwithstanding written opposition by the Landlord,
Tenant should continue to occupy the Leased Premises, for any reason whatsoever,
after the expiry of the present Lease, the Landlord shall be entitled to claim
from the Tenant its Proportionate Share of Operating Costs and taxes, as well as
a penalty for its failure to vacate the Premises for each month or portion of a
month during which such occupancy will have lasted. For the first month of such
occupancy, the penalty shall be equal to twice the monthly instalment of Minimum
Rent provided for in the present Lease for the month immediately preceding the
expiry of this Lease. This monthly penalty shall be increased by one hundred
percent (100%) automatically and on a monthly basis, the first day of each
additional month, without prejudice to all other rights and/or recourses of the
Landlord, namely and without restricting the generality of the foregoing, to any
recourses such as injunction, expulsion, seizure and/or damages that the
Landlord may deem necessary to exercise together with the herein above penalty
clause.
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ARTICLE 29
EXPROPRIATION
29.1 If the whole or any part of the Building shall be expropriated or
taken in any manner for any public or quasi-public use or purpose, the
Landlord, at its option, may terminate the Lease upon giving notice in
writing to the Tenant that the term thereof shall expire upon the day when
possession is required for such purpose or upon a date to be fixed by the
Landlord for such termination, whereupon the Landlord shall have no
liability towards the Tenant of any nature whatsoever. Nothing herein
contained shall be deemed to diminish the indemnity claim of either the
Tenant or Landlord against the expropriating authority. Landlord shall have
no obligations to contest any expropriation proceeding.
ARTICLE 30
MISCELLANEOUS
30.1 This Lease may not be registered, except by memorial. If this Lease is
registered by memorial, the Tenant agrees to cause the registration to be
radiated upon the termination of this Lease, hereby constituting the
Landlord its attorney for such purposes.
30.2 This Lease shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, legal
representatives, successors, and assigns.
30.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument. The headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
30.4 Each Article and Section of this Lease, and any part thereof, shall be
interpreted separately, and the nullity of any Article or Section or any
part thereof, shall not render the remaining parts of the lease null.
30.5 Landlord shall have the right, from time to time, to make reasonable
rules and regulations for the operation, safety, and cleanliness, of the
Building, and when forwarded to the Tenant, such rules and regulations
shall form part of this Lease. The Rules and Regulations annexed hereto as
Schedule "A" form part of this Lease.
30.6 This Lease shall be governed by and construed in accordance with the
laws of the Province of Quebec.
30.7 The parties hereto declare that they have required that this Lease be
drawn in the English language. Les parties aux presentes declarent qu'elles
ont exige que le present bail soit redige en langue anglaise.
30.8 The tender of the present lease document to the Tenant by the Landlord
does not constitute an offer to lease. Landlord shall, in no event be bound
by the terms hereof, unless and until it shall have executed the lease
document.
30.9 The rider annexed hereto forms part of this Lease.
30.9.1 The Schedule "B" annexed hereto forms part of this Lease.
IN WITNESS WHEREOF the parties have executed this Lease as of the date
first mentioned above.
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MARINE PROPERTIES LTD.
________________________ Per:________________________
Witness Xx. Xxxxxxx Mintzberg
Landlord
________________________ Per:________________________
Witness Xx. Xxxxxxx Aintabi
Landlord
INTER CAPITAL CANADA. INC.
/s/ Xxxxx Per: /s/ Xxxx Xxxxxxx
------------------------- -----------------------
Witness Mr. Xxxx Xxxxxxx
President
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SCHEDULE "A"
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 reserve 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 stafts, 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 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 therefore
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 effecting alterations or improvements shall be carried to the
premises at such hour and in such manner as the Landlord, may reasonably
designate. Any damage, which may be caused to the 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. No animals or birds shall be brought or kept in or about the premises or
the building.
11. No auction sales shall be allowed in the premises of the building.
12. The Tenant shall be responsible for the cleaning of any drapes and/or
curtains that may be installed by the Tenant in the premises.
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13. The water closets and other water apparatus shall not be used for
any purpose but those for which they are constructed, and no
sweepings, rubbish, rags, ashes, chemicals or other substances shall
be thrown therein.
14. 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 satisfaction 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 Health Department, or with
any of the Rules, Regulations, By-Laws and/or Ordinances of the
Government Agencies, and/or the Fire Underwriters and/or of any lawful
authority.
15. 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 materials, except such as are permitted by
the Fire Underwriter's Association.
16. 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.
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SCHEDULE "B"
Attached to and forming part of the Lease between
MARINE PROPERTIES LTD.
as LANDLORD
INTER CAPITAL CANADA INC.
as TENANT
Dated:____________________________
CONSTRUCTION OF LEASED PREMISES
TENANT'S WORK
-------------
Notwithstanding the foregoing, after completion of Landlord's work and
saidforthherein, the Tenant will do such further work as is necessary
for the carrying out of its business.
SATELLITE DISH
Tenant, under its own expense, shall be permitted to install a
satellite dish on the roof of the building.
LANDLORD'S WORK
---------------
According to lease:
a) Landlord will clean existing carpet and repair as needed in
accordance to schedule "B" attached hereto.
b) Landlord will paint premises according to Tenants choice of color
from Landlords samples
c) Landlord will modify walls & ensure standard plugs & air
conditioning is in working order in accordance to schedule "B"
attached hereto.
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SCHEDULE "C"
CERTIFICATE OF INSURANCE
This is to certify that the Policy or Policies as described below have been
issued to the insured named below and are in force at this time. If the said
insurance is cancelled, changed or lapsed during its term in such a manner as to
effect this Certificate, thirty (30) days written notice of such change,
cancellation or lapse will be mailed to the party designated below for whom this
certificate is issued.
I. Name and address of party to whom the Certificate is issued:
II. Name of insured:
III. Location of Operations to which this Certificate applies:
IV. Policy No:
V. Insurer:
VI. Expiry Date:
VII. Type of Insurance:
SCHEDULE "B"
[PLAN APPEARS HERE]
