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receipt of the invoices of the Landlord for such additional premiums. A written report by an Expert concerning the cause of any increase in premiums will be accepted as conclusive evidence of the cause for the purposes of determining the Tenant's liability to pay for increases as Additional Rent.

11.6 Mutual Releases

Notwithstanding any provision in this Lease to the contrary, the Tenant hereby releases the Landlord from any and all claims, actions, causes of action, damages, demands for damages and other liabilities, howsoever arising, that may be made by the Tenant against the Landlord under the provisions of this Lease to the extent of all insurance proceeds paid under the policies of insurance maintained by the Tenant or which would have been paid if the Tenant had maintained the insurance required under this Lease and had diligently processed any claims thereunder. In addition and without limitation, the Tenant agrees that the Landlord, but save and except to the extent caused by negligence on the part of the Landlord or any breach of the Lease by the Landlord or as otherwise provided for in this Lease, shall not be liable for and hereby releases the Landlord from:

(a) any and all claims, actions, causes of action, damages, demands for damages and other liabilities:

(b)

(c)

(i)

(ii)

for or related to any bodily injury, personal injury, illness or discomfort to or death of the Tenant or any of its agents, officers, contractors, employees, invitees, licensees and any other Person for whom the Tenant is legally responsible in or about the Building or the Premises; and

for or related to any loss or damage to property owned by the Tenant or by others and for which property the Tenant is responsible in or about the Building or the Premises, and, without limiting the foregoing, the Landlord shall not be liable for any damage caused by steam, water, rain or snow which may leak into, issue or flow from part of the Building, including the Premises, or from the pipes or plumbing works thereof, or from any other place or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring;

any loss or damage caused as a result of any damage, destruction, construction, alteration, expansion, expropriation, reduction, repair or reconstruction from time to time of the Building, any parts or components of the Building or of improvements on adjoining properties or by anything done or omitted to be done by any other tenant or occupant;

Intentionally deleted;

(d) Intentionally deleted;

(e)

(f)

any loss or damage arising from obstruction of deliveries to or from the Premises or interruption, cessation, faulty operation, breakdown or failure of any Building Systems, including but not limited to, the supply of any utilities, telecommunication services (whether controlled or owned by the Landlord or not) or other services in, to or serving the Building or the Premises, whether they are supplied by the Landlord or by others; and

any indirect or consequential damages including, but not limited to, loss of profit.

Notwithstanding any provision in this Lease to the contrary, the Landlord hereby releases the Tenant from any and all claims, actions, causes of action, damages, demands for damages and other liabilities, howsoever arising, that may be made by the Landlord against the Tenant under the provisions of this Lease to the extent of all insurance proceeds paid under the policies of insurance maintained by the Landlord or which would have been paid if the Landlord had maintained the insurance required under this Lease and had diligently processed any claims thereunder.

11.7 Indemnity by Tenant

Subject to the other terms of this Lease, the Tenant shall indemnify and save harmless the Landlord from and against any and all claims, actions, causes of action, damages, demands for damages, losses and other liabilities and expenses (including, without limitation, those in connection with bodily injury (including death), personal injury, .illness or discomfort or damage to property and legal fees·on a solicitor and client basis) due to or arising from or out of, any occurrence in, on or at the Premises or the occupancy or use by the Tenant of the Premises or any other part of the Building or occasioned wholly or in part by any act or omission of the Tenant, its officers, employees, agents, contractors, invitees, licensees or by any Person permitted by the Tenant to be on the Premises or the Building or due to or arising out of any breach by the Tenant of this Lease.

ARTICLE 12 - ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS

12.1 Transfers

The Tenant shall not enter into, consent to, or permit any Transfer without the prior written consent of the Landlord, which consent shall not be unreasonably withheld but shall be subject to the Landlord's rights under Section 122. The Tenant shall pay to the Landlord its legal fees and disbursements in respect of the proposed Transfer. Notwithstanding any statutory P.rovisioa to the contrary, it shall not be considered unreasonable for the Landlord to withhold its consent if, without limiting any other factors or circumstances which the Landlord may reasonably take into account:

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(a)

(b)

(c)

(d)

(e)

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an Event of Default on the part of the Tenant hereunder has occurred and is continuing;

the proposed Transfer would be or could result in violation or breach of any covenants or restrictions made or granted by the Landlord to any ground-floor retail tenants of the Building;

in the Landlord's reasonable opinion:

(i)

(ii)

(iii)

either the financial background or the business history and capability of the proposed Transferee Is not satisfactory;

the nature or character of the proposed business of the proposed Transferee is such that it might harm the Landlord's business or reputation or reflect unfavourably on the Building, the Landlord, or other tenants of the Building, or the image of any of them, or is unethical, immoral or illegal;

the use of the Premises by the proposed Transferee could be incompatible with the other businesses or activities being carried on in the Building or could result in excessive demands being placed on the Building Systems or other Common Areas and Facilities;

the proposed Transferee or any principal of the proposed Transferee or any principal shareholder of the proposed Transferee has a history of defaults under other commercial leases or does not have a satisfactory history of compliance with laws;

Intentionally deleted;

(f) Inlentionally deleted;

(g) lntenlionally deleted;

Any consent by the Landlord to a Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer.

12.2 Tenant's Notice

If the Tenant intends to effect a Transfer the Tenant shall give prior Notice to the Landlord of such intent specifying the identity of the Transferee, the type of Transfer contemplated, the part .of the Premises affected, a copy of the offer or proposal, and the financial and other terms of the Transfer, and shall provide such financial, business or other information relating to the proposed Transferee and its principals as the Landlord or any Mortgagee reasonably requires, together with c<ipies of all documents which record the particulars of the proposed Transfer. The Landlord shall, within 15 days after having received such Notice and all requested information, notify the Tenant either that it consents or does not consent to the Transfer.

12.3 Conditions of Transfer

The following terms and conditions apply in respect of a Transfer:

(a) the Tenant and the Transferee shall execute, prior to the Transfer being made, an agreement with the Landlord in the Landlord's form including the Transferee's covenant to be bound by all of the terms of this Lease;

(b)

(c)

(d)

(e)

notwithstanding any Transfer, the Tenant shall remain liable under this Lease and shall not be released from performing any of the terms of this Lease. The Tenant's liability shall continue notwithstanding any exercise of any renewal or extension of the Term provided for herein, and notwithstanding that the Landlord may collect Rent from the Transferee;

if the basic rent to be paid by the Transferee under such Transfer exceeds the Basic Rent payable by the Tenant hereunder, 503 of the amount of such excess shall be paid by the Tenant to the Landlord, after the Tenant first deducts all out-of-pocket costs for commissions, marketing costs, legal fees and disbursements, cash allowances and Alterations incurred by the Tenant to effect the Transfer;

if the Transfer is a sublease, the Transferee will agree to waive any statutory or other right to apply to a court or to otherwise elect to: (i) retain the unexpired term of the Lease or the unexpired term of the sublease; (ii) obtain any right to enter into any lease or other agreement directly with the Landlord; or (iii) otherwise remain in possession of any portion of the Premises, in any case where the Lease is terminated, surrendered or otherwise cancelled, including, without limitation, any disclaimer, repudiation, surrender or other termination (each of these transactions being referred to as an "Early Termination") by any trustee in bankruptcy of the Tenant or a Transferee, by any court appointed officer, or by the Tenant or a Transferee in connection with any insolvency proceedings;

if there is an Early Termination, the Tenant and any Transferee (except the bankrupt or insolvent Tenant or Transferee) to whom the Landlord gives Notice within 60 days after the Early Termination, shall be considered to have entered into a lease with the Landlord on the same terms and conditions as are contained in this Lease except that the term of the lease shall commence on the date of the Early Termination ·and shall expire on the date this Lease would have expired but for the Early Termination;

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notwithstanding the effective date of any pennitted Transfer as between the Tenant and the Transferee, all Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Rent for such month from either the Tenant or the Transferee; and

in the event of any breach or alleged breach of this Article 12 by the.Landlord, the Tenant's sole remedy shall be an action for specific performance, provided and only to the extent that the Landlord provides its unconditional cooperation in expediting such action, failing which the Tenant shall be entitled to all other rights and remedies hereunder or at law.

Corporate Records

Upon the Landlord's request, the Tenant shall: (a) deliver a statutory declaration by one of its senior officers setting forth the details of its corporate and capital structure; and (b} make available to the Landlord or its representatives all of its corporate or partnership records, as the case may be, for inspection at all reasonable times, in order to ascertain whether any Change of Control has occurred.

12.5 Permitted Transfers

Notwithstanding anything to the contrary contained herein, the Tenant shall have the right, at any time and from time to time, to effect a Transfer, without the consent of, but upon prior written notice to the Landlord, to any one of the following (each a "Permitted Transferee"): ·

(i) any corporation which is a parent, subsidiary. associate or affiliate of the Tenant;

(ii) any corporation with which the Tenant amalgamates or merges;

(iii) an acquirerofsubstantially all of the Tenant's business or operations in Canada;

provided in all such cases:

(iv) the purpose of such Transfer described above is not to avoid the Tenant's obligations under this Lease; and

(v) the Permitted Transferee has, in the reasonable opinion of the Tenant at the time of such Transfer, sufficient financial capacity to satisfy the Tenant's obligations under this Lease.

The Tenant acknowledges and agrees that if either subsection (iv) or (v) above is untrue at the time of such Transfer, a default under this Lease shall have occurred.

12.6 No Advertising

The Tenant shall not advertise that the whole or any part of the Premises are available for a Transfer and shall not permit any broker or other Person to do so unless the text and format of such advertisement is approved in writing by the Landlord. No such advertisement shall contain any reference to the rental rate of the Premises.

12.7 Sales or Dispositions by Landlord

The Landlord shall have the unrestricted right to sell, transfer, charge or otherwise dispose of all or any part of its interest in the Building or any interest of the Landlord in this Lease. In the event of any sale, transfer, lease or other disposition the Landlord shall thereupon, and without further agreement, be released of all liability under this Lease arising from and after such disposition. If required by the Landlord in connection with any sale, transfer, charge or other disposition of the Building, the Tenant shall, within five Business Days of request, and no more than once every five (5) years, provide directly to any prospective purchaser or Mortgagee the most recent audited financial statements of the Tenant, provided such prospective purchaser or Mortgagee first executes and delivers Tenant's form of non-disclosure agreement. If the Tenant is listed on a recognized stock exchange in Canada or the United States, or the United Kingdom the Tenant agrees to provide instead copies of the Tenant's latest annual reports, quarterly reports and all other publicly distributed reporting materials.

ARTICLE 13 - LANDLORD FINANCING AND STATUS CERTIFICATES

13.1 Subordination and Postponement

(a)

(b)

This Lease and the rights of the Tenant in this Lease shall be subject and subordinate to any and all Mongages and the Tenant, on request by and without cost to the Landlord, shall, within ten (IO)Business Days after such request, execute and deliver any and all instruments required by the Landlord to evidence such subordination. Concurrently at the time of any request for confirmation of subordination, the Landlord shall obtain from any Mortgagee an acknowledgement and assurance in writing addressed to the Tenant, whereby such Mortgagee acknowledges that, in the event of any such Mortgagee realizing upon the security, it will not disturb the Tenant and will permit the Tenant to remain in possession under this Lease in accordance with its terms, so long as the Tenant is not in default..

The Landlord, as to any Mongage, and a Mortgagee, as to any Mortgage held by it, may, by Notice to the Tenant, elect that this Lease and the rights of the Tenant hereunder shall be prior to such Mortgage(s) and

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the Tenant, on request by and without cost to the Landlord, shall, within ten (10) Business Days after such request, execute and deliver any and all instruments required by the Landlord or the Mortgagee, as the case may be, to confirm priority to this Lease over the Mortgage(s).

13.2 Attornment

At any time after any of the following has occurred:

(a) if a Mortgagee delivers a Notice of attomment;

(b)

c)

if a Mortgagee shall take possession of the Building or the Premises; or

if the interest of the Landlord is transferred to any Person (in this Article referred to as a "Purchaser") by reason of foreclosure or other proceedings for enforcement of any Mortgage, or by delivery of a conveyance,

the Tenant shall, at the option of the Mortgagee or the Purchaser, as the case may be, exercisable by Notice in writing to the Tenant, be deemed to have anomed to the Mortgagee or the Purchaser, as the case may be, upon receipt of such Notice. The Landlord, the Mortgagee or the Purchaser, as the case may be, may require the Tenant to enter into all instruments required by the Landlord, the Mortgagee or the Purchaser, as tbe case may be, to confirm such attomment. Upon such attomment the obligations of the Tenant under this Lease shall continue in full force and effect upon all the same terms, conditions and covenants in this Lease.

13.3 Status Certificates

The Tenant shall at any time and from time to time execute and deliver to the Landlord, or as the Landlord, a Mortgagee or a Purchaser may direct, within) ten ( 10) Business Days after it is requested, a certificate of the Tenant, in the form supplied, addressed to the Landlord, the Mortgagee or the Purchaser, as the case may be, and/or any prospective purchaser, lessor or Mortgagee, certifying such factual particulars, information and other matters in respect of the Premises and this Lease that the Landlord, the Mortgagee or the Purchaser, as the case may be, may request.

13.4 Reliance

Notwithstanding that a Mortgagee or a Purchaser is not a party to this Lease, it shall be entitled to rely upon and enforce the provisions of this Lease which are stated to be for its benefit and, without limitation, the Mortgagee shall be entitled to act as agent for the Landlord to the extent necessary to enforce any such provisions.

ARTICLE 14 - DAMAGE, DESTRUCTION

14.l Damage to Premises

lf all or any material part of the Premises is rendered untenantable or completely inaccessible by damage from fire or other casualty to the Building, then:

(a)

(b)

if in the reasonable opinion of the Expert, the damage can be substantially repaired under Applicable Laws within two hundred and seventy (270) days from the date of such casualty (employing normal construction methods without overtime or other premium), the Landlord shall forthwith repair such damage other than damage to Leasehold Improvements and any other property that is not the responsibility of or is not owned by Landlord; and

if in the reasonable opinion of the Expert, the damage cannot be substantially repaired under Applicable Laws within two hundred and seventy (270) days from the date of such casualty (employing normal construction methods without overtime or other premium), then:

{i)

(ii)

the Landlord may elect to terminate this Lease as of the date of such casualty by Notice delivered to the Tenant not more than 20 days after receipt of the Expert's opinion; and

if such damage occurs during the last two Lease Years, the Tenant may elect to terminate this Lese as of the date of such casualty by Notice delivered to Landlord not more than 20 days after receipt of the Expert's opinion,

, failing which the Landlord shall forthwith repair such damage other than damage to Leasehold Improvements or property that is not the responsibility of or is not owned by Landlord.

14.2 Rebuilding Period

In the event this Lease is not terminated in accordance with section 14.l(b), and the Landlord has not completed its required repairs within twenty (20) months of the date of the casualty in question, (excepting any periods attributable to force majeure or Tenant's delay) or if the Expert provides confirmation at any time after the casualty that the Landlord's repairs shall not be completed within such twenty (20) months, then the Tenant may elect to terminate this Lease by Notice delivered to the Landlord as of the date which is twenty (20) months following the occurrence of the casualty, failing which the Landlord shall forthwith repair such damage in accordance with this Article 14.

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14.3 Landlord's Rights on Rebuilding

In the event of damage to the Building and if this Lease is not tenninated in accordance with Sections 14.l or 14.2 the Landlord shall forthwith repair any damage to the Building, but only to the extent of the Landlord's obligations under the tenns of the various leases for premises in the Building (including this Lease) and exclusive of any tenant's responsibilities with respect to such repair. In repairing or rebuilding the Building or the Premises the Landlord may use drawings, designs, plans and specifications other than those used in the original construction and may alter or relocate the Building on the Lands, the Common Areas and Facilities or any part thereof, and may alter or relocate the Premises, provided that the Building as repaired or rebuilt is of a similar standard and the Premises as altered or relocated shall be of approximately the same size as the original Premises.

14.4 Opinion of the Expert

The opinion of the Expert described above shall be delivered to both the Landlord and the Tenant within sixty (60) days of the date of the casualty in question.

ARTICLE 15 - DEFAULT AND REMEDIES

15.1 Events of Default

Any of the following constitutes an Event of Default under this Lease:

(a)

(b)

(c)

(d)

(e)

(t)

(g)

any Rent is in arrears and Tenant fails to pay same within five (5) Business Days after written demand;

the Tenant has breached any of its obligations in this Lease and, if such breach is capable of being remedied and is not otherwise listed in this Section 15.1, after Notice from the Landlord:

(i) the Tenant fails to remedy such breach within fifteen (15) Business Days (or such shorter period as may be provided in this Lease); or

(ii) if such breach cannot reasonably be remedied within fifteen (15) Business Days or such shorter period, the Tenant fails to commence to remedy such breach within such fifteen ( 15) Business Days or shorter period or thereafter fails to proceed diligently to remedy such·breach;

the Lease or any goods, chattels or equipment of the Tenant at the Premises is seized, taken or exigible in execution or in attachment or if a writ of execution or enforcement is issued against the Tenant and such writ is not stayed or vacated within ten days after the date of such issue;

the Tenant becomes insolvent or commits an act of bankruptcy or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment, compromise or arrangement with its creditors, or if a receiver is appointed for all or part of the business, property, affairs or revenues of the Tenant;

the Tenant makes a bulk sale of its goods (other than in conjunction with a Transfer approved by the Landlord or permitted by this Lease)

the Tenant abandons or attempts to abandon the Premises or ceases to conduct business from the Premises, or the Premises become vacant or substantially unoccupied for a period of thirty (30) consecutive days (save for renovation, force majeure and damage and destruction), without the written consent of the Landlord which shall not be unreasonably withheld; or

the Tenant purports to effect a Transfer other than in compliance with the provisions of this Lease.

15.2 Remedies

If and whenever an Event of Default occurs, the Landlord shall have the following rights and remedies, ex~rcisable immediately and without further Notice and at any time while the Event of Default continues:

(a)

(b)

to tenninate this Lease and re-enter the Premises. The Landlord may remove all Persons and property from the Premises and store such property at the expense and risk of the Tenant or sell or dispose of such property in such manner as the Landlord sees fit without Notice to the Tenant. Notwithstanding any tennination of this Lease, the Landlord sball be entitled to receive Rent and all Rental Taxes up to the time of tennination plus accelerated Rent as provided in this Lease and damages including, without limitation: (i) damages for the loss of Rent suffered by reason of this Lease having been prematurely terminated; (ii) costs of reclaiming, repairing and re-leasing the Premises; and (iii) legal fees and disbursements on a solicitor and client basis;

to enter the Premises as agent of the Tenant and to relet the Premises for whatever length of time and on such terms as the Landlord may determine including, without limitation the right to: (i) take possession of any property of the Tenant on the Premises; (ii) store such property at the expense and risk of the Tenant; (iii) sell or otherwise dispose of such property in such manner as the Landlord sees fit; and (iv) make alterations to the Premises to facilitate the relening. The Landlord shall receive the rent and proceeds of sale as agent of the Tenant and shall apply the proceeds of any such sale or reletting first, to the payment of

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(d)

(e)

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any expenses incurred by the Landlord with respect to any such reletting or sale, second, to the payment of any indebtedness of the Tenant to the Landlord hereunder other than Rent, if any and third, to the payment of Rent in arrears, with the residue to be held by the Landlord and applied to payment of future Rent as it becomes due and payable. The Tenant shall remain liable for any deficiency to the Landlord;

to remedy or attempt to remedy the Event of Default for the account of the Tenant and to enter upon the Premises for such purposes. The Landlord shall not be liable to the Tenant for any loss, injury or damages caused by acts of the Landlord in remedying or attempting to remedy the Event of Default. The Tenant shall pay to the Landlord, on demand, all expenses incurred by the Landlord in remedying the Event of Default, together with interest at the Default Rate from the date such expense was incurred by Landlord;

to recover from the Tenant all damages, costs and expenses incurred by the Landlord as a result of the Event of Default including any deficiency between those amounts which would have been payable by the Tenant for the portion of the Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the Premises; and

to recover from the Tenant the full amount of the current month's Rent together with the next three months' instalments of Rent, which shall immediately become due and payable as accelerated rent.

Distress

Notwithstanding any provision of this Lease or any provision of any present or future Applicable Laws, save and except for Tenant's customer lists, computer and accounting files and records and any other proprietary information, none of the goods, chattels or trade fixtures on the Premises at any time during the Term shall be exempt from levy by distress for Rent in arrears, and the Tenant waives any such exemption. If the Landlord makes any claim against the goods and chattels of the Tenant by way of distress this provision may be pleaded as an estoppel against the Tenant in any action brought to test the right of the Landlord to levy such distress.

15.4 Interest and Costs

The Tenant shall pay to the Landlord upon demand: (a) interest at the Default Rate on all Rent required to be paid hereunder from the due date for payment until fully paid and satisfied. The Tenant shall pay and indemnify the Landlord against damages, costs and expenses (including, without limitation, all legal fees on a solicitor and client basis) incurred in enforcing the terms of this Lease, or with respect to any matter or thing which is the obligation of the Tenant under this Lease, or in respect of which the Tenant has agreed to insure or to indemnify the Landlord.

15.5 Remedies Cumulative

No reference to or exercise of any specific right or remedy by the Landlord or Tenant shall prejudice or preclude them from exercising or invoking any other remedy, whether allowed under this Lease or generally at law or in equity, and the express provisions of this Lease as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to either of them generally at law or in equity.

ARTICLE 16 - MISCELLANEOUS

16.J Relationship of Parties

Nothing contained in this Lease shall create any relationship between the parties other than that of landlord and tenant, and, without limitation, nothing in this Lease shall be construed to constitute the Landlord and the Tenant as partners,joint venturers or members of a joint or common enterprise.

16.2 Consent Not to be Unreasonably Withheld

Except as otherwise specifically provided in this Lease, the Landlord and the Tenant, and each Person acting for them, in granting a consent or approval or making a determination, designation, calculation, estimate, conversion or allocation under this Lease, will act reasonably and in good faith and each Expert or other professional Person employed or retained by the Landlord will act in accordance with the applicable principles and standards of such Person's profession. If either party withholds any consent or approval where it is required to act reasonably, such party shall, on written request, deliver to the other party a written statement giving the reasons for withholding the consent or approval.

·16.3 Overholding

The Tenant has no right to remain in possession of the Premises after the end of the Term. If the Tenant remains in possession of the Premises after the end of the Term without entering into a new lease or other agreement then, notwithstanding any statutory provisions or legal presumption to the contrary, there shall be no tacit renewal of this Lease or the Term and the Tenant shall be deemed to be occupying the Premises as a tenant from month to month (with either party having the right to terminate such month to month tenancy at any time on 30 days' Notice, whether or not the date of termination is at the end of a rental period) at a monthly Basic Rent payable in advance on the ftrst day of each month equal to 1253 of the monthly amount of Basic Rent payable during the last month of the Term and otherwise upon the same terms, covenants and conditions as in this Lease insofar as these are applicable to a monthly tenancy and, for greater cenainty, including liability for all Additional Rent.

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16.4 Registration

Neither r.he Tenant nor anyone on the Tenant's behalf or claiming under the Tenant (including any Transferee) shall register this Lease or any Transfer against the Lands. The Tenant may register at its expense a notice or caveat of this Lease provided that: (a) a copy of the Lease is not attached; (b) no financial terms are disclosed; and (c) the Landlord gives its prior written approval to the notice or caveat. The Landlord may limit such registration to one or more parts of the Lands. Upon the expiration or other termination of the Term the Tenant shall immediately discharge or otherwise vacate any such notice or caveat. If any part of the Lands which in the opinion of the Landlord are surplus is transferred, the Tenant shall forthwith at the request of the Landlord discharge or otherwise vacate any such notice or caveat as it relates to such part. If any part of the Lands are made subject to any easement, right-of-way or similar right, the Tenant shall immediately at the request of the Landlord postpone its registered interest to such easement, right-of-way or similar right.

16.5 Demolition

Intentionally deleted.

16.6 Unavoidable Delay

If any party is bona fide delayed, or hindered in or prevented from the performance of any term, covenant or act required by this Lease by reason of any cause beyond the control of the party affected including, without limitation, strikes, lockouts or other labour disputes, the enactment, amendment or repeal of any Applicable Laws, the failure of any existing tenant or occupant to vacate the Premises, shortages or unavailability of labour or materials, riots, insurrection, sabotage, rebellion, war, acts of terrorism, act of God, or any other similar reason ("Unavoidable Delay"), then performance of such term, covenant or act is excused for the period of the delay and the party so delayed, hindered or prevented shall be entitled to perform such term, covenant or act within the appropriate time period after the expiration of the period of such delay. However, the provisions of this Section do not operate to excuse the Tenant from the prompt payment of Rent and any other payments required by this Lease and Unavoidable Delay shall not include any delay caused by the parties' default or act or omission, any delay avoidable by the exercise of reasonable care by such party or any delay caused by lack of funds of such party. Each party shall also be excused from the performance of any term, covenant or act required hereunder if the performance of such item would be in conflict with any directive, policy or request of any governmental or quasi-governmental authority in respect of any energy, conservation, safety or security matter.

16. 7 Decisions of Experts

The decision of any Expert whenever provided for under this Lease and any certificate of an Expert shall be final and binding on the parties and there shall be no further right of dispute or appeal save for manifest error.

16.8 Notices

Any notice, demand, statement or request ("Notice") required or permitted to be given under this Lease shall be in writing and shall be deemed to have been duly given if personally delivered, delivered by courier or mailed by registered prepaid post, in the case of Notice to the Landlord, to it at the address set out in Section I.I (a)(ii) and in the case of Notice to the Tenant, to it at the Premises. Notice may not be given by facsimile transmission, electronic mail or any other electronic communication. Any such Notice given in accordance with the above requirements shall be deemed to have been given, if mailed, on the fifth day following the date of such mailing or, if delivered, on the day on which it was delivered so long as such delivery was prior to 5:00 p.m. on a Business Day (and, if after 5:00 p.m. or if any such day is not a Business Day, then it shall be deemed to have been delivered on the next Business Day). Either party may from time to time by Notice change the address to which Notices to it are to be given. Notwithstanding the foregoing, during any interruption or threatened interruption in postal services, any Notice shall be personally delivered or delivered by courier.

16.9 Confidentiality, Personal Information

The Tenant and the Landlord shall keep confidential all financial information in respect of this Lease, provided that it may disclose such information to its auditors, consultants and professional advisors so long as they have first agreed to respect such confidentiality. Any Tenant that is an individual person consents to the collection and use of their personal information, as provided directly or collected from third parties, for the purposes of the Landlord considering the Tenant's offer to lease and determining the suitability of the Tenant as applicable, (both initially and on an on-going basis), including the disclosure of such information to existing and potential lenders, investors and purchasers.

16.10 Power, Capacity and Authority

The Landlord and the Tenant covenant, represent and warrant to each other that they have the power, capacity and authority to enter into this Lease and to perform its obligations hereunder and that there are no covenants,. restrictions or commitments given by it which would prevent or inhibit it from entering into this Lease.

16.11 Liability of Landlord

Any liability of the Landlord under this Lease shall be limited to its interest in the Building from time to time.

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SCHEDULES

"A" "B" "C" "D" "E"

Building Specific Infonnation Sketch Showing Premises Rules and Regulations Construction of Premises Additional Clauses

IN WITNESS WHEREOF the parties hereto have executed this Lease.

IfW e have the authority

to bind the corporation

.lfWe have the authority

to bind the corporation

TOR H20:314355210 1107531

75 EGLINTON A VENUE EAST LIMITED PARTNERSHIP, by its genei:al.p rtner 75 EGLINTON

AVENUE~EH I:;DlNGsINC. (Landlord)

Per:

Name: '17~//Z. (.S ~~rS

Title:

.Per:

Name:

Title:

THOMASCOOKCANADAIN~C. (Tenant) /

Per: ./~ /,

Name: ~---·• ,,d.., · Title:

Per:

Name:

Title:

I I I I I I

els

I I I

els ····1

I I I I I I I I I


Schedule" A" Building - Specific Information

Part I: Legal Description: Part of Lots 5 and 6, Block D, Plan 653, designated as part I on Plan 63R-2970, together with Instrument No. CT960571, City of Toronto, being the whole of PIN 21134-0061 (LT).

Part 2 Business Hours: M to F: 7AM-9PM, SAT: 9AM- 7PM, SUN: 9AM- SPM

Part 3: Measurement Standard: BOMA ANZI 1996

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456

Schedule "B

" Sketch S

howing P

remises

(cross hatch premises)

TO

R H

20:3 143552.20 1107531

I I I I I I I I I 1···.··

I I I I I I I I I

.EGLINTON

-2- 457

458 - 3 - I I I

• • I

- • I SUITE200

VACANT

I -• • I I I I I

• I I

• SUITE300 I VACANT

·- I I

- I I I

I -4- 459

I I I •

SUrTE400 VACAITT

I •

I •

I I I I I I • •

SUITE500 VACANT

I • •

I • •

I •

I I I I

460 - 5 -

SUITE800 VACANT

SUITE700 VN:.ANT

•

• •• •

• •

•

•

•

•

•

•

•

•



l.

Schedule "C" Rules and Regulations

Security and Safety

(a)

(b)

(c)

The Landlord may from time to time adopt appropriate systems and procedures for the security and safety of the Building and the tenants and occupants and contents thereof, and the Tenant shall comply with the Landlord's reasonable requirements in respect of such systems and procedures.

The Tenant shall participate in fire drills and evacuations of the Building as directed by the Landlord. In the event of an emergency, the Tenant shall vacate the Building if the Landlord or any public authority so directs in the manner prescribed by the Landlord or such public authority.

The Tenant shall not keep any inflammable oils or other inflammable, dangerous, corrosive or explosive materials in the Premises or the Building, save and except for incidental amounts used in the Tenant's business operations and kept and used in accordance with all Applicable Laws.

2. Use of Premises

3.

4.

5.

6.

7.

8.

(a)

(b)

(c)

The Tenant shall not use or permit the Premises to be used for residential, lodging or sleeping purposes, or for the storage of personal effects or articles not required for business purposes.

The Tenant shall not cook or heat any foods or liquids (other than the heating of food in microwave ovens or the heating of water or coffee in coffee makers or kettles) in the Premises without the written consent of the Landlord, and shall not permit on the Premises the use of equipment for dispensing food or beverages or for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages. This clause shall not apply to any kjtchen or cafeteria facility in the Premises for the sole use of Tenant and its employees and invitees.

Only persons approved from time to time by the Landlord may solicit orders for, sell, serve or distribute foods or beverages in the Building or use the entrances, elevators or corridors for any such purpose.

Operation of Premises

(a) The Tenant shall place all refuse in the receptacles provided by the Tenant in the Premises or in the receptacles (if any) provided by the Landlord for the Building, and shall otherwise keep the Lands and the Building and the sidewalks and driveways outside the Building free of all refuse.

(b) The Tenant shall neither obstruct nor use the entrances, passages, escalators, elevators and staircases of the Building or the sidewalks and driveways outside the Building for any purpose other than ingress to and egress from the Premises and the Building.

Repair, Maintenance, Alterations and Improvements

The Tenant shall carry out the Tenant's repair, maintenance, alterations and improvements in the Premises only during times agreed to in advance by the Landlord and in a manner which will not materially interfere with the rights of other tenants in the Building.

Deliveries

The Tenant shall not make or receive any deliveries from or to the Premises except through the entrances, elevators and corridors and at the times designated by the Landlord.

Movement of Articles

(a) Any furniture or equipment being moved in or out of the Premises by the Tenant shall be moved through the entrances, elevators and corridors and at the times designated by the Landlord. All appliances used to move articles in or out of the Premises shall be equipped with rubber tires, slide guards and any other safeguards required by the Landlord.

Windows

The Tenant shall not install curtains, blinds or Other window coverings without the prior written consent of the Landlord. Window coverings that are installed by the Tenant shall comply with any uniform scheme of the Building.

Washrooms and \Valer Fixtures

The Tenant shall be permitted to use those washrooms on the floor of the Building on which the Premises are situated or, if same are not then available for use, then those washrooms designated by the Landlord from time to time. The Tenant shall not use the washrooms or other water fixtures for any purposes other than those for which they were intended, and no sweepings, rubbish, rags, ashes or other substances shall be thrown into them.

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9.

10.

11.

12.

-2-

Locks and Security Systems

The Landlord may from time to time install and change locks and/or security systems on entrances to the Premises and the Building. The Tenant shall be supplied with a reasonable number of keys or other entry devices for each installation. Any additional keys or entry devices required by the Tenant must be obtained from the Landlord at the Tenant's expense. The Tenant shall not place or cause to be placed any additional locks 'or security systems on entrances to the Premises without the prior written consent of the Landlord. At the end of the Term, the Tenant shall return to the Landlord all keys and other entry devices for the Premises and the Building which are in the possession of the Tenant.

Bicycles and Vehicles

The Tenant shall not bring any bicycles or other vehicles within any pan of the Lands or Building except in such area or areas designated by the Landlord from time to time.

Animals and Birds

The Tenant shall not bring any animals (except dogs assisting the disabled) or birds within any part of the Lands or Building without the consent of the Landlord.

Antennae, Satellite Dish

The Tenant shall not instaH any radio or television antenna or satellite dish on any part of the Lands or Building without the prior written consent of the Landlord.

13. Smoking

14.

15.

The Tenant shall not permit smoking in any pan of the Building and outside of the Building, including the Premises, except in areas, expressly designated by the Landlord for such purpose in the laneway to the rear of the Building.

Canvassing, Soliciting and Peddling

Canvassing, soliciting and peddling in or about the Lands and Building are prohibited.

Employees, Agents and Invitees

In these Rules and Regulations, "Tenant" includes the employees, agents, invitees and licensees of the Tenant and others permitted by the Tenant to use or occupy the Premises.

TOR H20:314355220 1107531



Schedule "D" Construction of Premises

A. Landlord's Work

The Tenant shall accept the Premises from the Landlord in an "as is" condition and the Landlord shall not be required to do any work of any kind in the Premises in order to prepare them for the Tenant's use, save and except the following which the Landlord shall complete at its sole cost and expense:

l.

2.

The Landlord shall finish the Premises in the manner standard to the Building which, without limiting the generality of the foregoing, will include the following:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

G>

(k)

(I)

(m)

(n)

(o)

(p)

(q)

(r)

(s)

(t)

(u)

(v)

(a)

(b)

ballast and acoustic tile ceiling panels;

exposed T-bar dropped ceiling system, together with recessed fluorescent lighting fixtures with original tubes and ballasts installed;

a wet sprinkler system in the Building installed and fully operational based on an open concept plan;

an upgraded Building lobby;

removal of the existing precast and structure at the nonheast comer of the Building to be replaced with a new glass cunain wall spanning all levels of the building in the nonheast comer of the Building;

fully renovated existing washrooms on each floor of the Building;

smoothed concrete floors;

building standard mini-blinds installed;

new exterior glass surrounding the Retail Premises;

glass entrance doors to the Retail Premises;

T-8 light fixtures;

5 wans of electricity per square foot for lighting and Tenant's power, (to be distributed to junction boxes);

new building automation systems for lighting, HVAC, security, and CCTV cameras;

air handling unit: 150 tonne sectionalized rooftop energy efficient unit;

digital VA V system, J 4 zones per floor;

perimeter heating;

high efficiency boiler;

cooling tower/condenser;

base building diesel generator - 110 KVA;

HV AC systems distributed on an open plan concept, to meet or exceed ASHRAE standards for one person per l 00 s .f.;

fire systems to meet code.

The Building and Premises will be barrier free and handicapped accessible and, if necessary, the Landlord shall upgrade accessibility as required by the then current Building Code.

The Tenant shall pay to the Landlord as Additional Rent, upon demand, the cost of any additional equipment supplied or work performed by the Landlord specifically for the Tenant and any excess or additional cost in the Landlord's Work occasioned by the Tenant's initial or revised requirements.

The amount so payable shall be the total cost to the Landlord and shall include (in addition to direct labour, materials and applicable taxes), architectural and engineering fees, any costs attributable to changes requested by the Tenant after approval of the Tenant's plans and specifications by the Landlord, plus the Landlord's overhead and administrative fee for completing such work which shall be $0.50 per square foot plus Landlord's out of pocket costs if tenant does not use Landlord's contractor or nil if Tenant does use Landlord's contractor.

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B.

c.

-2-

(c) Failure by the Tenant to pay any amounts due under the provisions of this Schedule in the manner provided herein shall constitute an Event of Default entitling the Landlord to its remedies under Section 15.1 of this Lease and to retain for its own use without payment therefore, any Tenant's

. Work which has been commenced or completed within the Premises.

Tenant's Work

I.

2.

3.

4.

Any alterations or construction not included as part of the Landlord's Work and any changes desired by the Tenant which depart from the Building's standard or which involve the use of materials not standard to the Building are the Tenant's Work. The Tenant's Work is subject to the Landlord's prior written approval and shall be completed at the expense of the Tenant. All Tenant's Work shall be completed in accordance with the Lease and any other of the Landlord's rules & regulations for construction in the Building.


Prior to commencing any Tenant's Work, the Tenant will obtain, at its expense, the Landlord's approval of all the Tenant's plans and specifications for the Tenant's Work and all permits, from the applicable authorities, that are necessary for the commencement and completion of the Tenant's Work. The Tenant will not apply for or obtain any such permits unless and until the Landlord shall have approved, in writing, the Tenant's plans and specifications for all aspects of the Tenant's Work.

The Tenant and its contractors are responsible to remove garbage and debris from the Premises daily and place same into garbag·e containers· provided for that purpose. All tenants will be assessed a portion, as reasonably determined by the Landlord, of the cost of providing empty garbage containers on the job site during the construction of their leased premises. Any of the Tenant's garbage or debris removed by the Landlord's employees will by charged to the Tenant's account and shall be payable as Additional Rent upon demand.

5. Intentionally deleted.

6. Notwithstanding anything to the contrary, the Landlord may, upon reasonable notice to the Tenant, require the Tenant to perform parts of the Tenant's Work prior to -the completion of the Landlord's Work. At the Landlord's option, the Landlord or its contractors may perform all mechanical or electrical work or any work which may affect the Structure to be done by or on behalf of the Tenant with respect to the Premises. The Tenant shall pay to the Landlord upon demand as Additional Rent, all costs and expenses so incurred by the Landlord or its contractors.

7. Intentionally deleted.

Procedures

I.

2.

The Landlord shall give the Tenant at least fifteen (15) days' prior notice of the date upon which possession of the Premises will be available to the Tenant with the Landlord's Work substantially completed or completed to the extent that the Tenant's Work can be performed by the Tenant in conjunction with the Landlord's Work. The Tenant shall, during the Fixturing Period, complete the Tenant's Work and cause its employees and contractors to do their work so as not to interfere with the Landlord's contractors and employees in the completion of the Landlord's Work and vice versa. The Fixturing Period shall not commence, and the Tenant shall not be permitted access to the Premises, until this Lease has been fully executed, the Deposit has been received by the Landlord.

The Tenant shall, prior to entering any portion of the Building or the Premises for the commencement of the Tenant's Work, complete each of the following obligations to the Landlord's satisfaction:

(a)

(b)

(c)

(d)

obtain the Landlord's written approval of the Tenant's plans and specifications (three (3) sets of the plans and specifications shall be given to the Landlord for its approval);

provide the Landlord with certificates of insurance in a form satisfactory to the Landlord, duly executed by the Tenant's insurers evidencing that the insurance required to be placed by the Tenant pursuant to this Lease has been obtained;

ensure that all Tenant's Work is performed (i) by competent and qualified workmen and, if required, whose labour union affiliations are compatible with those employed by the Landlord and its contractors in the Building; and (ii) in a good and workmanlike manner; and

provide evidence satisfactory to the Landlord that the Tenant has obtained at its expense all necessary consents, permits and licenses from all appropriate governmental authorities. Should the Tenant fail to obtain any such required consent, permit or license, the Landlord may, but shall not be obliged to, obtain same on behalf of the Tenant, at the Tenant's cost, payable as Additional Rent on demand, and the Landlord shall be entitled to exercise any or all of the remedies contained in this Lease.

TOR H20:314355210 1107531



D.

E.

- 3.

3. Notwithstanding anything to the contrary, if the Landlord has been impeded or delayed in completing the Landlord's Work in connection with the Premises or in making available the services which the Landlord is obliged to furnish to the Premises and if such impediment or delay bas been occasioned by the Tenant's delay in furnishing its plans or any other information required by this Lease by the respective dates herein set out or by any other failure of the Tenant to comply with any of the provisions of this Lease, including the performance of the Tenant's Work (as to any and all of which the Architect shall be the sole judge acting within professional guidelines}, then the Commencement Date shall be conclusively deemed to be the date fixed by the Architect as the date when the Fixturing Period would have commenced had the Landlord not been delayed by the Tenant in completing the Landlord's Work as aforesaid, which in any event shall not be prior to December 1, 2008. The Tenant shall not be entitled to any abatement of Basic Rent or Additional Rent by reason of any such delay in occupancy following such date so fixed by the Architect.

Requirements after Performance of Tenant's Work

The Tenant shall, upon completion of the Tenant's Work and ifrequested by the Landlord:

1. Provide the Landlord with statutory declarations of the head contractor or one of the Tenant's officers (the "declaration"):

2.

3.

4.

(a}

(b)

(c}

stating that the Tenant's Work has been performed strictly in accordance with the plans and specifications approved by the Landlord and this Schedule "D" and that all deficiencies (if any) which the Landlord has brought to the Tenant's attention have been corrected;

stating that there are no construction liens or other liens or encumbrances registered or otherwise outstanding against the Premises, the Building or the Lands in respect of work, services or materials relating to the Tenant's Work and that all accounts for work, services or materials have been paid in full with respect to all of the Tenant's Work;

listing each contractor and subcontractor who did work or provided materials in connection with the Tenant's Work; and

(d} confirming the date on which the last work was performed and materials were supplied.


Provide to the Landlord a clearance certificate issued under the Worker's Compensation Act in respect of each contractor and subcontractor listed on the declaration.

Obtain and provide to the Landlord a copy of every occupancy and other permit which may be required by any governmental or other regulatory authority having jurisdiction, to permit the Tenant to open for business.

5. Provide the Landlord with a certificate of a professional engineer or architect acceptable to the Landlord, certifying that the Tenant's Work has been carried out in accordance with the plans and specifications as approved by the Landlord, the Architect and the Landlord's engineering consultants.


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Schedule "E" Additional Clauses

1. WIFI - Wireless Fidelity

In the event that Landlord, in its sole discretion, now or hereafter provides a wireless fidelity network in the Building (the "Network"), on Tenant's written request, the provisions of this Schedule "E", Section 1 shall apply.

Tenant agrees that it will not:

Reproduce, modify, market, sell, distribute, license or use as an application service provider, any software comprising the Network, or create other software products on the basis of the software comprising this Network or parts thereor, or make the Network available to third parties in any form;

Use the Network for any unauthorized or unlawful purpose, including, without limitation, for the production or dissemination of any libellous, fraudulent, or obscene material or in any otherwise objectionable or illegal manner, or for the purpose of accessing and using any illegal file sharing or peer-to-peer network for the purpose of downloading or uploading to such networks any copywritten or otherwise protected materials;

Interrupt or attempt to interrupt the operation of the server through which Tenant accesses the Network;

Restrict, in any way, any other user of the Network or the server through which such user accesses the Network; Do any act that compromises the security of the server through which Tenant accesses the data resident thereon, or the Network.

Disclaimer of Warranties - Unless otherwise provided, the Network is provided on an "as is" and "as available" basis and without warranties of any kind, either express or implied, statutory or otherwise. To the fullest extent permitted by applicable law, the Landlord disclaims all warranties, express or implied, including but not limited to implie.d warranties of merchantability and fitness for panicular purpose with respect to the Network. The Landlord does not warrant that the functions or the contents of the Network will meet Tenant's requirements, or that the Network ·;;,iii be uninterrupted or error free or accurate, or that defects will be corrected, or that the Network is free of viruses, worms, or other harmful components. The Landlord does not warrant that the Network is secure. Any personal or confidential information that Tenant transmits through the Network is at Tenant's own risk and Landlord takes no responsibility for such personal or confidential information.

Limitation of Liability - The Landlord shall not be liable or obligated in any manner for any exemplary, special, incidental or consequential damages of any kind (including lost profits) regardless of the form of action, whether in c:Ontract, tort, negligence, strict product liability or otherwise resulting from the use of the Network. The aggregate liability of the Landlord under this Schedule ''E", Section 1 shall not exceed $100 {Canadian funds) in the aggregate.

Proprietary Rights - The Network is owned or licensed by the Landlord and the structure, organization and code of the Network are valuable trade secrets of the Landlord or its suppliers. The Network is also protected by Canadian patent, copyright law and international treaty provisions. This Schedule "E", Section 1 does not grant to Tenant any intellectual property rights in and to the Network or any part thereof and provides onlY. the terms and conditions under which Tenant is licensed to use the Network.

Indemnification - To the maximum extent permitted by applicable law, Tenant will defend, indemnify and hold the Landlord harmless from and against any and all claims, damages, losses liabilities, costs and expenses of any kind, including all legal fees and costs, arising out of (i) Tenant's breach of any provision of this Schedule "E", Section 1, and/or (ii) Tenant's use of the Network. The Landlord reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any action, claim or matter otherwise subject to indemnification by Tenant. Tenant will co-operate as fully as reasonably required in the defence of any claim.

Suspension and Termination - Tenant's access to the Network may be suspended or terminated immediately without notice from the Landlord if, in the Landlord's sole discretion, Tenant fails to comply with this Schedule "E", Section I or if the Landlord believes that Tenant, by its conduct, has violated any applicable law or is acting contrary to the interests of the Landlord. All limitations on liability, indemnities and proprietary rights shall survive termination of this Lease and Tenant agrees to remain bound by those provisions that survive termination.

2. Allowance

The Landlord will pay to the Tenant an allowance (the "Allowance") in the amount of $150,000.00. The Allowance shall be paid to the Tenant immediately upon the last to occur of:

(a) the Tenant is in occupancy of the Premises and has commenced its business operations;

(b) the Commencement Date has occurred;

TOR H20:3143552.20 1107531

I I I I I I I I I ·I I I I I I I I I I

I •

I I I I I I I I I· I I I I I I I I I

3.

4.

(c)

(d)

- 2 -

the execucion of the Lease by the Landlord and the Tenant;

the Landlord's receipt of a statutory declaration from the Tenant's contractor stating that all accounts of the contractor and all trades and sub-trades for work, services and materials have been paid in full; and

(e) the receipt of Tenant's invoice for the payment of the Allowance engrossed with Tenant's GST number.

It is understood and agreed that the payment by the Landlord of the Allowance is subject to compliance by all parties with the provisions of any construction lien or other relevant legislation in force and is subject to any holdbacks specified under any such legislation. For clarity, the Landlord shall be entitled to withhold ten percent (103) of the total cost of the Leasehold Improvements for forty-five (45) days to ensure a,ll provisions of the Construction Lien Act have been complied with by the Tenant and the contractor.

Option to Extend

Provided that the Required Conditions have been met, and provided the Tenant gives the Landlord not less than nine (9) months' and not more than twelve (12) months' written notice prior to the expiration of the initial Term of the exercise of this option, then the Tenant shall have the option to extend the Lease in respect of at least fifty percent (503) or more of the Premises as detennined by Tenant, being full contiguous floors, for a single additional five (5) year tenn (the "Extension Tenn") on the same tenns and conditions as set out in the Lease except:

(a)

(b)

(c)

the annual Basic Rent and rent for the Storage Premises shall be mutually agreed upon between the Landlord and the Tenant based upon the fair market renewal rent for comparably sized and improved premises in similar buildings in the area, and provided further that if the parties are unable to agree as to such Basic Rent and rent for the Storage Premises by no later than thirty (30) days prior to the expiry of the initial Tenn, then the Basic Rent shall be determined by arbitration in accordance with the Arbitration Act of Ontario. If the Basic Rent has not been determined by the commencement of the Extension Tenn, the Tenant shall pay Basic Rent at the rate being paid in the last twelve (12) months of the initial term and within ten (10) days after the Basic Rent for the Extension Tenn is detennined, the parties shall retroactively adjust the Basic Rent owing from the commencement of the Extension Tenn;

the Tenant shall accept the Premises on an "as is" basis with no Landlord's Work, Fixturing Period, allowance, rent free period or other inducements of any nature, and the fair market renewal rent described in (a) above shall reflect that no such Landlord's Work, Fixtwing Period, allowance, rent free period or other inducement is included therein.

there shall be no further right to extend the Term; and

(d) the parties shall enter into an extension agreement in the Landlord's standard form.

If the Tenant fails to give the appropriate notice within the time limit required for extending the Term, then this option to extend shall be null and void and of no further force or effect.

In the event the Tenant no longer leases 1003 of the office portion of the Building during the Extension Term, the parties recognize that the Building will thereafter need to accommodate other office tenants in addition to the Tenant. In addition to losing its exclusive right to signage in the lobby (but not its right to display such signage in the lobby), the Tenant agrees that other alterations will be required to the Building in order to allow for separate demised areas, common washrooms and other common facilities. These alterations shall be made at the Landlord's sole expense, and the Tenant shall remove its furniture and other personal property from any areas that are to be converted to Common Areas and Facilities.

Par!<ing

(a)

(b)

The Landlord will throughout the Term and any renewals· or extension thereof make available to the Tenant for its use, all legally permitted parking stalls in the Building (excluding one parking stall reserved for the Building operator), and the Tenant shall pay as Additional Rent, One Hundred dollars ($100.00) per month per unreserved stall, plus taxes, or such increased rate determined by the Landlord from time to time to reflect reasonable incremental increases in the costs relating thereto throughout the Term;

In the event the Landlord has unallocated parking spaces from time-to-time or in any other buildings owned by Landlord, Adgar Investments & Development lnc.("Adgar") or Adgar's affiliates or any other higher tiered holding company of Adgar in the Yonge .and Eglinton area including but not limited to 110 Eglinton Ave East, 40 Eglinton Ave East, (but not 1867 Yonge Street and 1881 Yonge Street) the Tenant shall have the first right to lease such spaces on a month-to-month basis on the terms set out in 5(a) above provided that such Tenant's right shall only arise once Tenant requests (which reques! Tenant may not make more than three times each calendar year during the Term) informatic;m on such availability, which information the Landlord shall provide within ten (10) Days of such request. and. by written notice to Landlord, within five (5) Business Days of receipt of such inforrnacion, confirms which of these spaces it will lease at

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(c)

-3-

the then current rates for the applicable building. Unless agreed to by the parties in writing to the contrary, Landlord shall not cancel or terminate the Tenant's right to lease such additional parking spaces without three (3) months prior notice, unless an event of default has occurred.

Landlord may from time to time make and amend such rules and regulations for rhe management and operation of the parking areas as Landlord shall determine and Tenant and all persons under its control, including without limitation all users of the parking spaces, shall be bound by and shall comply with all of such rules and regulations of which notice is given to Tenant from time to time and all of such rules and regulations shall be deemed to be incorporated into and form a part of rhis Lease.

S. Merton Street Lease

6.

(a) The Landlord has requested an assignment of the Tenant's existing lease at 130 Merton Street, Toronto, Ontario (rhe "Merton Premises") from Super Saver Vacations Limited ("SSV") dated as of May I, 1993 (the "Merton Lease"), such assignment: (i) to be subjeci to the consent of SSV; and (ii) to occur on December 31, 2008. The Tenant has agreed to grant an assignment of the Merton Lease on the terms set out above, and in consideration of same, the Landlord covenants to pay to the Tenant $325 ,000 on or before January 31, 2009.

(b) To the extent the Landlord is in default under the Merton Lease or this Section 5, and the Tenant incurs any costs, damages or liabilities as a result thereof, the Tenant shall be entitled to set off the amount of such costs, damages or liabilities in full together with interest at rhe Default Race, from any and all amounts payable under .this Lease until such amount has been satisfied. This right of set-off shall exclude any costs, damages or liabilities incurred by the Tenant pursuant to any written agreements between the Landlord and the Tenant entered into after the date of this Lease regarding the Merton Lease.

Generator

The Landlord and rhe Tenant have agreed that an additional generator for Tenant's purposes has been installed on the roof of the Building. The Landlord shall have the right to designate an alternate location for such generator provided such location does not compromise the operation or maintenance of or access to the generator, nor increase ·the costs of same, and the Tenant shall not be charged rent or any other fee with respect to such alternate location. Such generator shall be installed, maintained, repaired, replaced, operated and removed at Tenant's sole cost and any damage caused to the Building by such generator shall be repaired by Tenant at Tenant's cost.

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I I I I I I I I I I I .

I I I I I I I I


THIS FlRST LEASE AMENDJNG AGREEMENT made as of the 23rd day of April, 2009

BETWEEN:

75 EGLINTON A VENUE EAST LIMITED PARTNERSHIP

(the "Landlord")

-and-

THOMAS COOK CANADA INC.

(the "Tenant")

RECITALS

A. By a lease (the "Lease") dated March 28, 2008 between the Landlord and the Tenant, the Landlord leased to the Tenant that property municipally known as 75 Eglinton Avenue East, Toronto, Ontario for a period of fifteen years, from December 1, 2008 to November 30, 2023 and otherwise upon and subject to the terms and conditions therein contained.

B. The parties have agreed to amend and extend the Lease.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby covenant and agree as follows:

1.1

2.1

ARTICLEl PRELIMINARY MATTERS

Definitions - All capitalized terms in this Agreement shall have the meanings ascribed thereto in the Lease unless otherwise defined herein or the context otherwise requires.

ARTICLE2 AMENDMENTS TO THE LEASE

Amendments to the Lease - The Lease shall be amended as follows:

(a) Address of Landlord - Section l.l(a)(ii) of the Lease is hereby deleted and replaced by the following:

(b)

(ii) l Richmond Street West Suite 701 Toronto, ON MSH 3W4

Term - Section 1.1 (g)(i) and (iii) of the Lease are hereby deleted and replaced by the following:

(i) Term: Twenty (20) years;

(iii) Expiry Date: November 30, 2028 (subject to Section 4.4)

TOR_H20:41501M2.2 llfTI!iJI

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470 I - 2 -

(c) Basic Rent - Section l.l(i) of the Lease is hereby deleted and replaced by the I following:

Office Premises

Lease Year (i) Per Sq. FtJY ear (ii) Per Year (iii) Per Month I 1-3 $19.00 $1,387,741.00 $115,645.08

4-5 $20.46. $1,494,377 .94 $124,531.50 I 6-10 $21.96 $1,603,936.44 $133,661.37

11-15 $23.46 $1,713,494.94 $142,791.25 I 16-20 $25.46 $1,859,572.94 $154,964.41

plus G.S.T. I Retail Premises A

Lease Year (i) Per Sq. FtJYear (ii) Per Year (iii) Per Month

Up to and including Nil Nil Nil .I June 30, 2009,

July 1, 2009 - $45.00 $98,415.00 $8,201.25

I November 30, 2011

4-5 $46.46 $101,608.02 $8,467.34

6-10 $48.46 $105,982.02 $8,831.84 ·1 11-15 $50.46 $110,356.02 $9,196.34

16-20 $52.96 $115,823.52 $9,651.96 I plus G.S.T.

Retail Premises B I Lease Year (i) Per Sq. FtJYear (ii) Per Year (iii) Per Month

1-3 $40.00 $177,160.00 $14,763.33

I 4-5 $41.46 $183,626.34 $15,302.20

6-10 $43.46 $192,484.34 $16,040.36

I 11-15 $45.46 $201,342.34 $16,778.53

16-20 $47.96 $212,414.84 $17,701.24

I plus G.S.T.

Storage Premises

Lease Year (i) Per Sq. J)'tJYear (ii) Per Y ~ar (iii) Per Month I 1, 2 NIL NIL NIL

3-20 $10.00 $20,470.00 $1,705.83 I fully gross

(d) Section l.lU)(ii) of the Lease is hereby deleted and replaced with the following: I (ii) Security Deposit: $4,977 ,062.00

I TCJR_H20:41501H2.2 I lll11!i'.\I

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(e)

- 3 -

Section 5.7 of the Lease is hereby deleted and replaced with the following:

The Landlord acknowledges receipt from the Tenant of the Security Deposit to be held, without interest, as security (without prejudice to the Landlord's other rights and remedies) for the observance and performance of the Tenant's obligations under this Lease. If the Tenant defaults in the performance of any of the terms, covenants, conditions and provisions of this Lease as and when the same are due to be performed by the Tenant, and fails to remedy same within any applicable cure periods, then the Landlord, at its option, may appropriate and apply all or any part of the Security Deposit to the extent necessary to address of any losses or damages sustained by the Landlord as a result of such default. Upon demand by the Landlord following any such appropriation, the Tenant shall pay to the Landlord an amount sufficient to restore the total original amount of the Security Deposit. If the Tenant complies with all of the terms, covenants, conditions and provisions under this Lease and is not then overholding in accordance with Section 16.3, the Security Deposit shall be returned to the Tenant without interest within five (5) Business Days after the expiry or earlier termination of the Term, or, at the Landlord's option, shall be applied by the Landlord on account of the last two (2) months Rent.

Notwithstanding the foregoing, the parties agree that $4,500,000 of the Security Deposit will be returned to the Tenant, whether or not the Tenant is then in default and without any conditions whatsoever, as follows:

(i) $1,250,000 (without GST) on March 31, 2009;

(ii) $1,250,000 (without GST) on December 31, 2009;

(iii) $1,250,000 (without GST) on March 31, 2010; and

(iv) $750,000 (without GST) on June 30, 2010.

Assuming the above-noted payments are made in full on the dates noted, the remaining Security Deposit of $477 ,062.00 and shall be retained by the Landlord in accordance with this section 5.7. In the event the Landlord does not return portions of the Security Deposit in the amounts and on the dates noted above, the Tenant shall have the right to set-off Rent without notice until the amount owing, together with interest at the Prime Rate plus 8%, is recovered in full.

ARTICLE3 MISCELLANEOUS

3.1 Lease Continues - All other provisions of the Lease are hereby ratified and confirmed, the Lease, as modified hereby, shall continue in full force and effect, and all obligations and liabilities of the Tenant under and pursuant to the Lease, as modified hereby, shall be binding on and enforceable against it.

3.2 Headings - The headings in this Agreement are for convenience of reference only and form no part of this Agreement.

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3.3 Successors and Assigns - The _covenants, terms and conditions contained in this Agreement shall apply to and bind and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

TOJl..H20:41SOIHl.2 11075)1

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

75 EGLINTON A VENUE EAST LIMITED PARTNERSHIP, by its general partner, 75 EGLINTO_,N;J A VENUE EAST

HOLD~IN~~ .. ~C:>''.· ~ By:~~

Niru:ne· . ·s .

Title: CEO

Name:

Title:

I/We have authority to birid the corporation.


By: ~~ Name: K;?imNensi

Title: CFO

I have authority to bind the corporation.

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TABS·

I I I I I I I I I I I I 1~.

~ I ~'I

1 ~I

·1

THIS IS EXHIBIT "S" TO THE AFFIDAVIT OF

FRANCESCO DEMARINIS SWORN BEFORE ME

THIS TH DAY OF MAY, 2015

~~cL~ l~UC iPlcnJz> fl D

473

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I I I

Execution Version

SUBLEASE

THIS SUBLEASE is dated the 14th day of March, 2014.

BETWEEN:

TRA VELBRANDS INC.

(the "Sublandlord")

OF THE FIRST PART;

- and-

CANADA GOOSE INC.

(the "Subtenant")

OF THE SECOND PART;

WHEREAS:

A By a lease (the "Original Lease") dated March 28, 2008, and made between 75 Eglinton Avenue East Limited Partnership (the "Landlord"), as landlord, and Thomas Cook Canada Inc., as tenant, which Original Lease was subsequently amended by a first lease amending agreement dated April 23, 2009 (the "Amendinf Agreement"), the Landlord leased to the Sublandlord certain premises (the "Premises") located on the ground, 2" , 3'd, 4th, 51

\ 6th and 7th floors and the underground levels of the building known municipally as 75 Eglinton Avenue East, in the City of Toronto, Province of Ontario (the "Building"), for a term expiring November 30, 2028;

B. By Articles of Amendment dated November 7, 2013, Thomas Cook Canada Inc. changed its name to TravelBrands Inc., the Sublandlord herein;

C. The Original Lease and the Amending Agreement are hereinafter collectively referred to as the Lease;

D. Subject to obtaining the consent of the Landlord, the Sublandlord has agreed to sublease to the Subtenant a portion of the Premises comprising the 61

h and 7th floors of the Building, comprising approximately 25,506 square feet of Rentable Area (the "Subleased Premises"), as shown approximately on the floor plans attached hereto as Schedule "A" , on the terms and conditions contained herein.

NOW THEREFORE THIS SUBLEASE WITNESSETH that in consideration of the sum of Ten Dollars ($10.00) now paid by each of the parties to the other, the receipt and sufficiency of which is hereby respectively acknowledged:

1. GRANT

The Sublandlord hereby subleases to the Subtenant the Subleased Premises containing a Rentable Area of ·approximately 25,506 square feet for and during a term (the "Sublease Term") commencing, subject to Section 19, on March 17, 2014 (the "Commencement Date") and expiring on July 17, 2014 in accordance with and subject to the terms, covenants and conditions contained in this Sublease. Notwithstanding the above, if the ~ubtenant takes possession of the Subleased Premises prior to March 17, 2014, after having received the Landlord's consent to this Sublease, the Commencement Date shall be deemed to be the date the Subtenant took possession of the Subleased Premises.

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Prior to the end of Business Hours on the Commencement Date, the Subtenant shall provide· the Sublandlord with a certified cheque equal to the first month's Gross Rent, the deposit amount under subparagraph 2b) of the Sublease, plus applicable taxes, and proof of insurance required under subsection Sd) of the Sublease.

2. GROSS RENT

The Subtenant covenants to pay to the Sublandlord, or directly to the Landlord if required by the Sublandlord, without deduction, abatement or set-off (subject to Section 12(d) herein), gross rent (the "Gross Rent") as follows:

a) subject to the application of the deposit described in (b) below, for the initial Sublease Term, Three Hundred and Eighty-Two Thousand Five Hundred and Ninety Dollars ($382,590.00), to be payable in

· equal monthly instalments in advance on the seventeenth day of each month of the Sublease Term in the amount of Ninety-Five Thousand Six Hundred and Forty-Seven Dollars and Fifty Cents ($95,647.50) based upon an annual rate of Forty-Five Dollars ($45.00) per square foot of the Rentable Area of the Subleased Premises, plus applicable taxes; and

b) a deposit on account of one month's Gross Rent in the amount of Ninety-Five Thousand Six Hundred and Forty-Seven Dollars and Fifty Cents ($95,647.50), to be held by the Sublandlord as security for the Gross Rent due for the last month of the Sublease Term.

In the event the Landlord adjusts the Rentable Area of the Subleased Premises in accordance with its rights under the Lease, Gross Rent.will be adjusted between the parties hereto, if necessary, to conform with the adjusted Rentable Area of the Subleased Premises.

Gross Rent shall include: (i) all Basic Rent and Additional Rent payable under the Lease with respect to the Subleased Premises, including, without limitation, all Operating Costs, all Property Taxes, the cost of any services and utilities supplied to the Subleased Premises (either pursuant to the Lease or at the request of the Subtenant and approval of the Sublandlord) for the benefit of the Subtenant or the Subleased Premises but not otherwise included in Operating Costs and all additional costs chargeable by the Landlord under the Lease in respect of the Subleased Premises; (ii) all costs associated with the Parking Spaces (as defined in Section 5 below); (iii) the furniture and equipment and cabling including the costs of set-up and installation of same, described in Section 4 below; and (iv) the costs of installation, connectivity, service, repairs and maintenance and usage of internet services and telephone services (excluding long-distance telephone services which will be billed to the Subtenant monthly by the Sublandlord based on rates enjoyed by the Sublandlord) to and by every workstation and office in the Subleased Premises (and, without limiting the foregoing, in such locations as may be designated approximately on the floor plans for the Subleased Premises attached hereto as Schedule "A"), as well as the telephone system serving the Subleased Premises, all as may be more particularly set out in Schedule "E" hereto.

The Subtenant shall pay all taxes in respect of the business carried on by the Subtenant in and upon or by reason of its occupancy of the Subleased Premises (save for Property Taxes and any other taxes included in Operating Costs).

Gross Rent shall be considered as accruing from day to day hereunder. If it is necessary to calculate Gross Rent for a period of less than one year or less than one calendar month, an appropriate apportionment and adjustment on a pro rata daily basis shall be made.

The Sublandlord and its agents have the right to enter the Subleased Premises at all times during Business Hours and upon at least 24 hours' prior written notice to show them to prospective tenants or mortgagees and during last month of the Sublease Term (or Extension Terms, if any), the Sublandlord may place upon the Subleased Premises the usual "For Rent" notices.

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3. CONDITION OF SuBLEASED PREMISES

The Subtenant acknowledges that it has seen the Subleased Premises and, subject to the Sublandlord's obligations set out in this Sublease, it agrees to accept the Subleased Premises in an "as is" condition, and further agrees that the Sublandlord has no responsibility or liability for making any renovations, repairs, alterations or improvements in or to the Subleased Premises except as expressly set out herein. All further renovations, alterations or improvements in or to the Subleased Premises (the "Subtenant's Work") shall be the responsibility of the Subtenant, at the Subtenant's sole cost and expense. Notwithstanding the above, the Sublandlord shall ensure that on the Commencement Date, all existing lighting, HV AC and window treatments within the Subleased Premises are in good working order and that prior to the Commencement Date all excess, unassembled furniture not intended to be included in the Existing Furniture and Equipment (as defined in Section 4 below) and all other items not intended to be used by the Subtenant, such as without limitation, boxes of documents shall be removed from the Subleased Premises.

No Subtenant's Work shall be carried out without the prior written consent of the Sublandlord, not to be unreasonably withheld, and without the prior written consent of the Landlord, to be obtained by the Subtenant at its sole cost and expense, in accordance with the Lease and the Subtenant shall provide the Sublandlord with a copy of such consent prior to such work being commenced. All Subtenant's Work shall be performed in strict compliance with the terms of the Lease.

4. FURNITURE AND CABLING

All assembled furniture and equipment in place in the Subleased Premises at the time that the Subtenant inspected the Premises on March 14, 2014, as identified on Schedule "B" to this Sublease (the "Existing Furniture and Equipment"), shall be left in the Subleased Premises by the Sublandlord in an "as-is, where-is" basis and may be used by the Subtenant during the Sublease Term. The Sublandlord shall provide additional furniture from additional floors comprising the Premises requested by the Subtenant at no additiQnal cost (the "Additional Furniture and Equipment"), which Additional Furniture and Equipment shall also be identified on Schedule "B". The required locations of the various items comprising the Additional Furniture and Equipment are designated approximately on the floor plans for the Subleased Premises attached hereto as Schedule "A" . Furthermore, it is understood that all existing cabling for both voice and data in the Subleased Premises (the "Existing Cabling") will remain and the Subtenant shall have the right to reuse such Existing Cabling.

The Subtenant shall have no responsibility for removing, repairing or replacing any of the Existing Furniture and Equipment, Additional Furniture and Equipment or the Existing Cabling, except as otherwise set out herein, unless due to damage caused by the Subtenant or those for whom it is in law responsible ..

5. PARKING

During the Sublease Term and any extension thereof, the Sublandlord shall provide the Subtenant, at no additional cost, with access to and the use of seventy-five (75) parking spaces (the "Parking Spaces") located in the parking facilities situate on the property on which the Building is situate, as shown on the sketch attached hereto as Schedule "C". Sixty (60) of the Parking Spaces shall be available on the Commencement Date, with the remaining fifteen (15) Parking Spaces becoming available to the Subtenant by no later than March 24, 2014.

6. USE

The Subtenant covenants and agrees with the Sublandlord that the Subleased Premises shall be used for general business office purposes all in accordance with and subject to the provisions of Section 10.01 of the Lease.

7. SIGN AGE

The Subtenant will not paint, display, inscribe or affix any sign, picture, advertisement, notice, lettering or direction on any part of the outside or inside of the Building or the Subleased Premises, except strictly in accordance with and subject to the provisions of the Lease. The exact layout and design of any such signage, if approved by the

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Landlord, shall be mutually agreed upon between the Landlord and the Subtenant. The Subtenant hereby acknowledges and agrees that it shall be responsible for making all arrangements and agreements with the Landlord in respect of such signage and the Sublandlord shall have no obligations in respect thereof. Notwithstanding the above, the Sublandlord shall, at its own expense, provide building standard signage for the Subtenant on the main lobby directory and at the main entrance to the Subleased Premises.

8. COVENANTS OF SUBTENANT

The Subtenant hereby covenants and agrees to and with the Sublandlord that it shall, throughout the Sublease Term:

(a) pay the Gross Rent as provided for herein;

(b) observe and perform all covenants and obligations of the Subtenant under this Sublease;

(c) other than for payment of Rent under the Lease, and except as otherwise expressly set out in this Sublease, perform and observe all terms, covenants and conditions to be observed and performed by the Sublandlord under the Lease as they relate·to the Subleased Premises (including, without limitation, all obligations to maintain and repair the Subleased Premises and to keep the Subleased Premises in good · condition, subject to reasonable wear and tear not inconsistent with such standard) as if such terms and conditions were expressly set forth herein mutadis mutandis as covenants of the Subtenant. Notwithstanding the above, the terms of Schedule "E" to the Lease relating to the Merton Lease (as defined in the Lease) shall not apply to the Subleased Premises or the Subtenant and the Subtenant shall have no obligations with respect to same. The Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Lease, or the rights of the Sublandlord as tenant under the Lease, to be endangered, cancelled or terminated or which would or might cause the Sublandlord to be in default thereunder or liable for any damage, claim or penalty;

(d) without limiting the generality of the preceding paragraph, to take out and maintain from and after the Commencement Date, and throughout the Sublease Term as same may be extended or renewed, all insurance required to be maintained by the Sub landlord, as tenant, under Article 11 of the Lease in respect of the Subleased Premises and the Subtenant's operations in the Subleased Premises and use of the Building and Common Areas and Facilities. Prior to taking possession of the Subleased Premises, and upon request of the Sublandlord during the Sublease Term, as extended or renewed, the Subtenant shall deliver to the Sublandlord certificates of insurance, reasonably acceptable to the Sublandlord and Landlord, evidencing the Subtenant's compliance with the insurance requirements on the part of the Sublandlord, as tenant, contained in the Lease, with limits of liability at least equal to those required pursuant to the Lease. The insurance described in Section 11.l(a) and 11.l(b) of the Lease, and any other property damage insurance, shall also include as an additional insured (but without liability for premiums) as its interest may appear, the Sublandlord. The insurance described in Section 11.l(c) of the Lease shall also include as an additional insured (but without liability for premiums) the Sublandlord. All property damage and liability insurance of the Subtenant shall contain provisions for cross-liability and severability of interests among the Landlord, the Sublandlord, the other insureds in the Lease and the Subtenant. The insurance of the Subtenant shall contain a provision that the Subtenant's insurance shall be primary and shall not call into contribution any other insurance available to the Sublandlord; and

(e) pay to the Sublandlord or directly to the taxing authority (if required by the applicable legislation) the full amount of all Harmonized Sales Tax (as defined below) imposed on the Subtenant in respect of the Gross Rent payable by the Subtenant under this Sublease. Harmonized Sales Tax so payable by the Subtenant (i) will be calculated and paid in accordance with the applicable legislation; (ii) will be paid to the Sublandlord at the same time as the amounts to which the Harmonized Sales Tax are payable to the Sublandlord under this Sublease (or at such other times as the Sublandlord from time to time determines) and (iii) despite anything to the contrary, will be considered not to be part of the Gross Rent but the Sublandlord will have all of the same remedies for such amounts as it has for non-payment of Gross Rent under this Sublease or by law. For the purposes of this Sublease "Harmonized Sales Tax" shall mean

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goods and services taxes, value-added taxes, multi-stage taxes, hannonized sales taxes, business transfer taxes and any other taxes imposed in respect of the Gross Rent payable by the Subtenant under this Sublease or in respect of the rental of the· Subleased Premises, whether or not in existence at the commencement of the Sublease Term.

SUBTENANT'S ACKNOWLEDGEMENT

The Subtenant acknowledges to and with the Sublandlord that it has received a copy of the Lease and is familiar with the terms, covenants and conditions contained therein.

IO.

11.

SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES

The Sublandlord represents and warrants to the Subtenant as follows:

(a) the Lease is in full force and effect;

(b) the Lease has not been amended as it relates to the Subleased Premises or assigned, and no portion of the Subleased Premises has been sublet, other than as is provided in this Sublease;

(c) the Sublandlord is not, to the best of its knowledge and belief, currently in default of any of its obligations under the Lease and as at the date of this Sublease, it has not received notice from the Landlord of any default and it currently is not aware of any default under the Lease by the Landlord; and

(d) the Sublandlord has full power and authority to enter into and grant this Sublease subject only to the consent of the Landlord to be obtained by the Sublandlord in accordance with the terms of the Lease.

SUBLANDLORD'S COVENANTS

The Sublandlord covenants with the Subtenant:

(a) that subject to the terms of this Sublease and the Lease, and subject to the Subtenant complying with its obligations under this Sublease, the Subtenant shall be entitled to quiet enjoyment of the Subleased Premises for the Sublease Term and any extension or renewal thereof without interruption or interference by the Sublandlord or any person acting on behalf of the Sub landlord;

(b) to pay to the Landlord all Rent reserved under the Lease in respect of the Subleased Premises and to perform and observe, or cause to be performed or observed, the other covenants contained in the Lease on the part of the Sublandlord to be performed and observed as Tenant thereunder except so far as the same are hereby required to be performed and observed by the Subtenant with respect to the Subleased Premises;

(c) that the Sublandlord will not, following receipt of the Landlord's consent as provided in this Sublease, surrender up or terminate the Lease and will not amend the Lease, as it applies to the Subleased Premises and the Subtenant's obligations hereunder, without the prior written consent of the Subtenant, which consent may be unreasonably withheld;

(d) that during the Sublease Term, as same may be extended or renewed, the Sublandlord shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Lease in respect of the Subleased Premises, or the rights of the Subtenant under this Sublease, to be endangered, cancelled or terminated or which would or might cause the Subtenant to be in default thereunder or liable for any damage, claim or penalty;

(e) if the Subtenant is itself unable to enforce the obligations of the Landlord under the Lease after using reasonable efforts to do so, on written request from the Subtenant, the Sublandlord covenants and agrees that it shall, in co-ordination with and at the sole cost and expense of the Subtenant unless enforcement is required due to any default of the Sublandlord, in which case the expense shall be borne

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solely by the Sublandlord (which expenses shall include, wit)lout limitation, all legal costs incurred by the Sublandlord as well an any Court ordered costs should the Sublandlord not be successful in any litigation brought at the request of the Subtenant to enforce the Lease), do all things reasonably necessary to enforce for the benefit of the Subtenant the obligations of the Landlord under the Lease with the intent that the benefit of such covenants shall extend to the Subleased Premises and be enjoyed by the Subtenant. Provided that if in enforcing the obligations of the Landlord under the Lease at the request of the Subtenant, the Sublandlord is also enforcing the obligations of the Landlord under the Lease for the benefit of the balance of the Premises, then the parties shall share such costs and expenses on a proportionate share basis (based on the Ren table Area of the Subleased Premises over the Rentable Area of the Premises);

(f) by the Commencement Date, to set up and install all I 06 workstations and other Furniture and Equipment in the locations shown approximately on Schedule "A" attached hereto and to supply internet and telephone service to the Subleased Premises and to each such workstation at the Sublandlord's expense as provided in this Sublease and in accordance with the specifications set out in Schedule "E" attached hereto;

(g) notwithstanding any term of the Lease or any other term of this Sublea·se, to provide or cause to be provided a daily patrol· security guard, at no additional cost to the Subtenant; and

(h) to provide the Subtenant and its employees, servants, agents and any other persons designated by the Subtenant as requiring access to the Building and the Subleased Premises with all keys, fobs, pass cards and other items required to provide access to the Building, the Subleased Premises and the parking facilities and to ensure that no other person or entity shall have access to the Subleased Premises save for the Subtenant and the parties noted above.

APPLICATION OF LEASE

This Sublease and all rights and interests of the Subtenant under this Sublease are and shall at all times be expressly subject to all of the terms and provisions of the Lease, except as otherwise expressly provided herein. The terms and conditions contained in the Lease shall, mutatis mutandis, be deemed to be the terms and conditions herein contained with respect to the Subleased Premises, except that the covenants, warranties and representations on the part of the Landlord contained in the Lease (other than the covenant for quiet enjoyment) shall be deemed not to be contained herein as covenants, warranties and representations on the part of the Sub landlord. Notwithstanding anything else contained herein, the Subtenant acknowledges and agrees in favour of the Sub landlord that:

(a) except as otherwise expressly provided herein, all Landlord covenants and obligations under the Lease with respect to the Building (including, without limitation, services, utilities, repairs (structural or otherwise), maintenance, restorations, parking facilities, equipment, security services (if any) and access to and from the Subleased Premises) and any insurance coverage of the Building and any other obligations of the Landlord deriving from the provisions of the Lease will continue to be the responsibility of the Landlord as provided in the Lease, and the Sublandlord shall have no obligation during the Sublease Term to provide any such services, utilities, repairs (structural or otherwise), maintenance, restorations, parking facilities, equipment, or access or to perform such other obligations, except as otherwise provided in this Sublease;

(b) if any term of this Sublease is inconsistent with any term of the Lease, as between the Sublandlord and the Subtenant, the term of this Sublease shall prevail;

(c) except as hereinbefore expressly provided, all rights and remedies available to the Landlord under. the Lease including, but not in any way limited to, provisions relating to default, Landlord's remedies on default and events terminating the lease, are hereby incorporated into this Sublease (save as modified by the provisions of Section 13 below) with the appropriate changes of reference being deemed to have been made, with the intent that such clauses shall govern the relationship in respect of such matters as between the Sublandlord and the Subtenant and shall apply to and be binding upon the parties hereto;

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(d) In the event of damage to the Subleased Premises, Gross Rent in respect of the Subleased Premises shall only abate if and to the extent Rent under the Lease abates under the terms of the Lease; and

( e) this -Sublease shall terminate if the Landlord shall terminate the Lease pursuant to any condition of termination (including in the event of destruction or damage) provided for in the Lease or by operation of law in certain circumstances (such as expropriation) or by re-entry and termination by the Landlord for breach of the Lease, and in any such event the Subtenant shall have no claim, recourse or damages against the Sublandlord save only if the Lease is terminated for breach caused by the Sublandlord and not by the Subtenant. In the event of such termination, the Subtenant shall vacate and deliver up the Subleased Premises to the Sublandlord in compliance with all the provisions hereof and the provisions of the Lease and (without prejudicing the Sublandlord's claim for damages or expenses in the event of default by the Subtenant or without prejudicing the Subtenant's claim for damages or expenses in the event of default by the Sublandlord) pay all Gross Rent and other moneys due to the date of such termination.

OVERHOLDING

Subject to the extension terms and Subtenant's extension rights set out in Section 19 below, upon the expiration of the Sublease Term or any applicable Extension Term and the Subtenant remaining in possession of the Subleased Premises:

(a) there shall be no implied renewal or extension of this Sublease;

(b) if the Sublandlord consents in writing to the Subtenant remaining in possession, the Tenant shall be deemed notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Subleased Premises as a monthly tenant, which monthly tenancy may be terminated by either party on thirty (30) days written notice to the other, which thirty (30) day period need not end on the last day of a calendar month;

(c) ifthe Sublandlord does not consent to the Subtenant remaining in possession, the Subtenant shall be deemed, notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Subleased Premises as a tenant at the will of the Sublandlord, which tenancy may be terminated at any time by the Sub landlord without the necessity of any notice to the Subtenant; and

( d) the Subtenant shall occupy the Leased Premises on the same terms and conditions as are contained in this Sublease, save and except that:

(i) the Term and the nature of the tenancy shall be as set out in subsection 13(b) or (c) ofthis section, as the case may be;

(ii) the Gross Rent payable by the Subtenant shall be paid monthly at a rate equal to one and one-half(l.5) times the amount of monthly Gross Rent which it was responsible for paying during the last month of the Sublease Term (original or extended, as applicable); and

(iii) the Subtenant shall not be entitled to take the benefit of any rights of renewal, rights of first refusal, options to purchase, rights granting the Subtenant exclusive rights to carry on certain business activities in the Building, if any, or any other rights personal to the Subtenant and which may be contained in this Sublease.

The Subtenant shall be stopped and forever barred from claiming any right to occupy the Subleased Premises beyond the expiry of any Sublease Term or Extension Term on terms other than as set out in this section and the Sublandlord may plead this section in any court proceedings. The Subtenant shall indemnify and save harmless the Sublandlord from all damages, losses and costs incurred by the Sub1andlord as a result of the Subtenant remaining in possession of all or part of the Subleased Premises following the expiry of the Sublease Term or Extension Term. Nothing in this section shall be interpreted as permitting or giving the Subtenant an option to stay in possession of the Subleased Premises following the expiry of the Sublease Term or any applicable Extension

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Term, as the case may be, and the Subtenant shalJ surrender the Subleased Premises to the Sublandlord on the expiry of the Sublease Tenn or the applicable Extension Term, provided that the Subtenant has not exercised any right to extend in the manner provided in Section 19 below.

14. SUBLANDLORD'S EXERCISE OF RIGHTS

If the Subtenant shall fail to perform any of its obligations herein, the Sublandlord shall have all of the rights, remedies, privileges, protections and indemnities against the Subtenant which the Landlord has under the Lease for a breach of the obligations of the Sublandlord, as tenant, thereunder, subject to any notice and cure periods provided therein.

15. CONSENTS AND APPROVALS

The parties hereby acknowledge that, whenever any consent or approval of the Landlord is required pursuant to the Lease in respect of anything done or proposed to be done by the Subtenant with respect to the Subleased Premises, the Subtenant shall not do any such thing until it has first obtained such consent of both the Landlord and the Sublandlord. The Sublandlord agrees not to unreasonably withhold or delay its consent and to use commercially reasonable efforts to assist the Subtenant in obtaining the consent of the Landlord at the sole cost of the Subtenant.

16. NOTICES FROM LANDLORD

(a) The Subtenant hereby covenants and agrees to promptly deliver to the Sublandlord copies of any and all notices or other correspondence received by the Subtenant from the Landlord that might affect the Sublandlord in any manner and further agrees to deliver same as expeditiously as possible, to ensure that the Subl.andlord will have sufficient time to respond tO any such notices or other correspondence from the Landlord within the time periods set forth in the Lease;

(b) The Sublandlord hereby covenants and agrees to promptly deliver to the Subtenant copies of any and all default notices or other correspondence received by the Sublandlord from the Landlord that might affect the Subtenant's rights under this Sublease in any manner and further agrees to deliver same as expeditiously as possible, to ensure that the Subtenant will have sufficient time to respond to any such notices or other correspondence from the Landlord within the time periods set forth in the Lease.

17. RESTORATION·

Notwithstanding any other term of the Lease or this Sublease, the Subtenant shall not be required to remove at the expiry or earlier termination of the Sublease Tenn (as same may be extended), the leasehold improvements made by or on behalf of the Sublandlord or the Subtenant in the Subleased Premises or to restore the Subleased Premises to their condition immediately prior to the Commencement Date and the provisions of the Lease with respect to removal of leasehold improvements and/or restoration of the Premises shall not apply to the Subleased Premises as between the Subtenant and the Sublandlord and the Subtenant and the Landlord, with the Subtenant's only obligations in this regard to surrender and yield up the Subleased Premises in the condition in which the Subtenant is obligated to maintain the Subleased Premised pursuant to this Sublease. For greater certaint)r, the Subtenant shall not be required to remove the Existing Furniture and Equipment, the Additional Furniture and Equipment or the Existing Cabling at the expiry of the Sublease Term (as same may be extended or renewed) but the Subtenant shall be entitled to remove its trade fixtures, furniture and equipment.

18. CONDITION

This Sublease is conditional upon receipt by the Sublandlord and the Subtenant of the consent of the Landlord to this Sublease in a form satisfactory to the Sublandlord and the Subtenant, each acting reasonably. If the foregoing condition is not satisfied on or before 11:59 PM on March 16, 2014, (the "Condition Date"), then this Sublease shalJ be deemed to be null and void unless the Condition Date is extended by the mutual agreement of the Sublandlord and the Subtenant. The Subtenant agrees to supply alJ public, non-confidential information reasonably

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required by the Landlord to assist it in making its decision respecting approval. If the Landlord's written consent to this. Sublease is not obtained by the Condition Date, and the parties have mutually agreed to extend this condition, then the Commencement Date shall be automatically extended to the date the Landlord's written consent to this Sublease is obtained, with all other relevant dates hereunder, including without limitation the expiry date of the Sublease Term, being extended accordingly.

19. RIGHT TO EXTEND

The Subtenant, in its sole and absolute discretion and upon at least fifteen (15) days' prior written notice to the Sublandlord, shall have the unilateral right to extend the Sublease Term up to two (2) times for periods of one (l) month each (collectively, the "Extension Terms") on the same terms and conditions of this Sublease save and except that (i) provided the Sublandlord has satisfied all obligations hereunder with respect to provision of services, furniture, equipment, cabling and parking, the Subtenant will accept the Subleased Premises in their "as-is" condition and there shall be no requirement on the Sublandlord to do any work in respect of the Subleased Premises, (ii) there shall be no obligation to obtain the Landlord's consent to the extension of the Sublease Term, the Landlord's consent to this Sublease serving as the Landlord's consent to all Extension Terms, (iii) if the Subtenant fails to give the extension notice within the time limit set out herein, then the within option to extend the Sublease Term beyond the initial Sublease Tenn or any Extension Tenn shall be null and void and of no further force and effect, and the Subtenant shall surrender the Subleased Premises to the Sublandlord upon the expiry of the Sublease Term or the applicable Extension Tenn, and (iv) the Gross Rent shall increase to monthly installments of One Hundred and Twenty Two Thousand Two Hundred and Sixteen Dollars and Twenty-Five Cents ($122,216.25) payable on the seventeenth day of each month of the Extension Term based on an annual rate of Fifty-Seven Dollars and Fifty Cents ($57.50) per square foot of the Rentable Area of the Subleased Premises.

20. TRANSFERS

Notwithstanding the provisions of the Lease and this Sublease, the Subtenant shall not have the right to assign this Sublease, sublet, part with or share possession of the Subleased Premises or any part thereof or otherwise effect a Transfer of this Sublease or any part of the Subleased Premises, without the prior written consent of the Sublandlord and the Landlord.

21. NO EQUITABLE RIGHT

The Subtenant acknowledges to and with the Sublandlord and the Landlord that the Subtenant waives any rights the Subtenant may have under any legal or equitable rule of Jaw or under the applicable Landlord and Tenant legislation of the Province of Ontario as amended from time to time, or any other applicable legislation, to apply to a court or to otherwise elect to or obtain the right to do any of the following: (a) retain the unexpired Tenn of the Lease or the unexpired Sublease Term, (b) obtain any right to enter into any lease or other agreement directly with the Landlord for the Premises or the Subleased Premises, or (c) otherwise remain in possession of any portion of the Subleased Premises, in any case where the Lease is terminated, surrendered or otherwise cancelled, including any disclaimer, repudiations, surrender or other termination of the Lease by a trustee in bankruptcy of the Sublandlord or the Subtenant, by any court appointed officer or by the Sublandlord or the Subtenant in· connection with any insolvency proceedings.

22. LIMITATION OF LIABILITY

Notwithstanding the terms of the Lease and Sublease, the Sublandlord shall not be responsible in any way for, and is hereby released and discharged in respect of: (i) any injury to any person (including death) except to the extent directly caused by the negligence or willful misconduct of the Sublandlord or those for whom it is in law responsible; or (ii) for any loss of or damage to any property within the Subleased Premises or belonging to the Subtenant or to other occupants of the Subleased Premises or to their respective employees, agents, invitees, customers, licensees or other persons from time to time attending at the Subleased Premises, howsoever caused, while such person or property is in or about the Lands, the Subleased Premises, the Building, or any areaways, parking areas, lawns, sidewalks, steps, truck ways, platforms, corridors, stairways, elevators or escalator5 in connection therewith, including without limiting the foregoing, any loss of or damage to any property caused by

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theft or breakage, or by steam, water, rain or snow or for any loss or damage caused by or attributable to the condition or arrangements of any electrical or other wiring or for any damage caused by smoke or anything done or omitted to be.done by any other tenant of premises in the Building or for any other loss whatsoever with respect to the Leased Premises, goods placed therein or any business carried on therein; provided same was not due to the gross negligence or wilful misconduct of the Sublandlord or those for whom it is in law responsible.

In the event that the Subleased Premises or the Building or any part or parts thereof are closed, inaccessible or unusable, or any of the services required to be provided by the Sublandlord under this Sublease, including, but not limited to, those set out under Section 2 and Schedule E of the Sublease, by reason of damage, power outage, the actions and/or omissions of the telecommunications or internet services providers, necessary repair or by virtue of any other cause or condition whatsoever beyond the Sublandlord's control, the Sublandlord shall not be liable or responsible in any way for any loss of business or any other damage to or loss, direct, indirect, consequential or otherwise sustained or suffered by the Subtenant nor shall the Subtenant be entitled to any abatement of Gross Rent, however, the Sublandlord shall not be released from its repair obligations under this Sublease, which shall be subject to Section 23 below. However, in the event that the Subleased Premises or the Building or any part or parts thereof are closed, inaccessible or unusable, or any of the services required to be provided by the Sublandlord under this Sublease including, but not limited to, those set out under Section 2 and Schedule E of the Sublease are unavailable, by reason of the gross negligence or wilful misconduct of the Subandlord or those for whom· it is in law responsible there shall not be any release of liability or responsibility on the part of the Sublandlord; provided that the Sublandlord's liability or responsibility shall be limited to direct damages suffered by the Subtenant which shall be limited in amount to the Gross Rent paid under the Sublease on.ly, and the Gross Rent shall abate to the extent of the closure, inaccessibility or unusability of the Subleased Premises, the Building or any parts thereof and/or the services, as detennined by the Sublandlord and the Subtenant, both acting reasonably.

23. FORCE MAJEURE

Notwithstanding the terms of the Sublease, Section 16.6 of the Lease shall apply as between the Sublandlord and the Subtenant with respect to their respective obligations under this Sublease.

24. NOTICE

Any and all notices or demands by. and from any of the parties hereto to the other shall be in writing and may be served either personally or by registered mail. Any such notice:

(a) in the case of the Sublandlord shall be delivered to the Sublandlord. at the Retail Premises (as defined in the Lease):

(b) in the case of the Subtenant shall be served on the Subtenant at the Subleased Premises.

Any party may change the address set out above by appropriate written notice to the other parties. In any case, any such written notice shall be deemed to have been received on the date of its delivery or, if mailed, seventytwo (72) hours after the mailing thereof.

25. SCHEDULES

Schedul~s "A", "B", "C", "D" and "E" attached hereto form part of this Sublease.

26. CONFIRMATION

The Sublandlord hereby confirms that the Lease is in full force and effect, unchanged and unmodified. It is understood and agreed that all terms and expressions when used in this Sublease have the same meaning as they have in the Lease unless otherwise provided herein. The parties further confinn that there are no covenants, representations; agreements, warranties or conditions in any way relating to the subject matter of this agreement expressed or implied, collateral or otherwise, except as expressly set forth herein.

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27. NO AMENDMENT

No subsequent amendment, change or addition to this Sublease or any Schedules hereto shall be binding upon the Sublandlord and the Subtenant unless same shall be in writing and signed by the Sublandlord and the Subtenant.

28. NO INVALIDITY

If for any reason any provision of this Sublease shall be declared invalid or unenforceable, all other provisions of this Sublease shall not be affected thereby and each provision of this Subfoase shall be separately valid and enforceable

29. ENUREMENT

This Sublease shall enure to the benefit and be binding upon the successors and assigns of the Sublandlord and the Subtenant. Any assignment by the Sublandlord of any of its interests in the Lease operates automatically as an assignment to such assignee of the benefit of this Sublease and, provided the Sublandlord delivers to the

· Subtenant an acknowledgement and agreement from such assignee addressed to the Subtenant confirming that the assignee will be bound by and will comply with the obligations of the Sublandlord hereunder to the same extent as if the assignee had originally signed this Sublease as Sublandlord, thereafter the Sublandlord shall be released of all liability and obligations under this Suplease, save and except for then existing defaults.

30. TIME TO BE OF THE ESSENCE

Time shall be of the essence of this Sublease.

31. ENTIRE AGREEMENT

This Sublease including any Schedules hereto constitutes the entire agreement of the Sublandlord and the Subtenant with respect to the subject matter of this Sublease and all prior negotiations, commitments, representations, warranties and undertakings made prior hereto (whether oral or written) are hereby merged.

32. COUNTERPARTS AND FAX

This Sublease may be executed by counterparts and by facsimile or e-mail transmission, and if so executed, each document shall be deemed to be an original, shall have the same effect as if all parties had executed the same copy of this Sublease and all of which copies when taken together shall constitute one and the same document. Notwithstanding the foregoing, original copies of the Sublease shall be executed and delivered to the Sublandlord as soon as possible thereafter.

33. SECURITY CARD ACCESS

The Sublandlord will supply and activate 110 security cards to the Subtenant on the Commencement Date of the Term of the Sublease. Each Security Card will provide access to the main entrance of the Building and will further provide access to both the 6th and 71

h floor of the Premises.

SIGNATURE PAGES FOLLOW

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485

IN WITNESS WHEREOF the parties have duly executed this Sublease.

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TRA VELBRANDS INC.

I/We have authority to bind the Corporation

Executed on March _, 2014

CANADA GOOSE INC.

Per: ~k.1 .':t(,·10 Name:J'(~f\L (.'..Q.~<:S:.S

Per:

T· 1 /:It:;·, ... It e: \ ..• .\'.'. Ci

Name: Title:


Executed on March_, 2014.

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Execution Version

SCHEDULE "A"

FLOOR PLAN SHOWING SUBLEASED PREMISES AND APPROXIMATE LOCATION OF FURNITURE, EQUIPMENT, PHONE AND INTERNET SYSTEMS AND CABLING

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SCHEDULE "B"

EXISTING FURNITURE AND EQUIPMENT AND ADDITIONAL FURNITURE AND EQUIPMENT

106 workstations with chairs to be provided as outlined in schedule A

Functional boardrooms - Boardroom tables with chairs to be in place in all boardrooms

110 key pass cards (no fee or deposit. $25 lost card charge).

All other existing furniture and equipment that was viewed on the site tour that would make logical sense to keep in place kitchen chairs etc.

Additional workstations to be provided without charge as requested.

4

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SKETCH OF PARKING SPACES

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SCHEDULE "D"

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SCHEDULE "E"

SPECIFICATIONS RE INTERNET AND TELEPHONE SYSTEMS

Without in any way limiting any other terms of the Sublease to which this Schedule "E" is attached respecting the installation, connectivity, service, repairs and maintenance and usage of internet services and telephone services in connection with the Subleased Premises, the Sublandlord and the Subtenant agree that the following terms and specifications shall apply:

1. Each internet and telephone user, as designated by the Subtenant from time to time, shall have internet and phone connectivity to his or her respective office and/or desk, shall have phones at his or her respective office and/or desk provided by the Sublandlord at no additional cost to the Subtenant, and each such user will be assigned his or her own personal extension. Each boardroom located in the Subleased Premises shall also, have internet and phone connectivity, with the Sublandlord supplying phones in each such boardroom at no additional cost to the Subtenant. Internet and phone connectivity of any additional users designated by the Subtenant after the Commencement Date shall be provided within five (5) business days.

2. The Sublandlord shall ensure that the Subtenant is at all times provided with internet service consisting of at least 50Mbps bandwidth, with unlimited usage.

3. Subject to the terms of the Sublease, in the event of a failure or interruption of the primary internet service serving the Subleased Premises, the Sublandlord shall provide the Subtenant with an alternative or back-up internet service of comparable specifications to the one the Sublandlord is required to provide hereunder as soon as commercially reasonable after such failure or interruption.

4. The Sublandlord shall set up and monitor the site-to-site VPN tunnel to the Subtenant's head office.

5. There shall not be any restrictions on the domestic calls that the Subtenant and its employees, servants, agents and other may make from the phones provided in the Subleased Premises, with the cost of same to be included in the Gross Rent. ·

6. Subject to the terms of the Sublease, in the event ofa failure or interruption of the phone system serving the Subleased Premises, the Sublandlord shall provide the Subtenant with an alternative or back-up phone system of comparable specifications to the one the Sublandlord is required to provide hereunder as soon as commercially reasonable after such failure or interruption.

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Execution Version

SUBLEASE

THIS SUBLEASE is dated the 18th day of August, 2014.

BETWEEN:

TRA VELBRANDS INC.

(the "Sublandlord")

OF THE FIRST PART;

- and -

(the "Subtenant")

OF THE SECOND PART;

WHEREAS:

A. By a lease (the "Original Lease") dated March 28, 2008, and made between 75 Eglinton Avenue East Limited Partnership (the "Landlord"), as landlord, and Thomas Cook Canada Inc., as tenant, -which Original Lease was subsequently amended by a first lease amending agreement dated April 23, 2009 (the "Amending Agreement"), the Landlord leased to the Sublandlord certain premises (the "Premises") located on the ground, 2"d, 3rd, 41

\ 51\ 61h and 7ih floors and the underground levels of the building known municipally as 75 Eglinton Avenue

East, in the City of Toronto, Province of Ontario (the "Building"), for a term expiring November 30, 2028;

B. By Articles of Amendment dated November 7, 2013, Thomas Cook Canada Inc. changed its name to Trave!Brands Inc., the Sublandlord herein;

C. The Original Lease and the Amending Agreement are hereinafter collectively referred to as the Lease;

D. Subject to obtaining the consent of the Landlord, the Sublandlord has agreed to sublease to the Subtenant a portion of the Premises comprising the entire 6th floor of the Building, comprising approximately ri~7:J~}§glfiil:~It~! of Rentable Area (the "Subleased Premises"), as shown approximately on the floor plans attached hereto as Schedule "A" , on the terms and conditions contained herein.

NOW THEREFORE THIS SUBLEASE WITNESSETH that in consideration of the sum of Ten Dollars ($10.00) now paid by each of the parties to the other, the receipt and sufficiency of which is hereby respectively acknowledged:

1. GRANT

· The Sublandlord hereby subleases to the Subtenant the Subleased Premises containing a Rentable Area of approximately 'Fr'.''"' :c, for and during a term (the "Sublease Term") commencing, subject to Section 19, on Sjit!~mJ~r~l .. ~I~f!lt!l~i~fa~@:d~r@'.ifipg~q'.i}\~91~![§~£!~]:{~q!~~lij accordance with and subject to the terms, covenants and conditions contained in this Sublease. Notwithstanding the above, if the

·w~"'n'.:~«:'t;~."-7.-:•'''~·:::;;···>~''? ··-:<~· :.n'"'""'-:·~·;,-··~:,•·.·::-:;:·'' .:-~ • . •

Subtenant takes possession of the Subleased Premises :Rtf9,rti.Kt~~t4µgµ~f!i%~~~;{~,.9,l~~ after having received the Landlord's consent to this Sublease, the Commencement Date shall be deemed to be the date the Subtenant took possession of the Subleased Premises.

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Prior to the end of Business Hours on the Commencement Date, the Subtenant shall provide the Sub landlord with a cheque in the amount of·

ffig]fli;I~~f.9[~i:B~nfil~ij}~~,~P:'.., ... ,,, , .. ~,,.,.a.A."~'' .• . ,.,..... ·"'·P •. L.~ h:,,;Jt,;, . insurance required under subsection 8d) of the Sublease.

2. GROSS RENT

The Subtenant covenants to pay to the Sublandlord, or directly to the Landlord if required by the Sublandlord, without deduction, abatement or set-off (subject to Section l2(d) herein), gross rent (the "Gross Rent") as follows:

In the event the Landlord adjusts the Rentable Area of the Subleased Premises in accordance with its rights under the Lease, Gross Rent will be adjusted between the parties hereto, if necessary, to conform with the adjusted Rentable Area of the Subleased Premises.

Gross Rent shall include: (I) all Basic Rent and Additional Rent payable under the Lease with respect to the Subleased Premises, including, without limitation, all Operating Costs, all Property Taxes, the cost of any services and utilities supplied to the Subleased Premises (either pursuant to the Lease or at the request of the Subtenant and approval of the Sublandlord) for the benefit of the Subtenant or the Subleased Premises but not otherwise included in Operating Costs and all additional costs chargeable by the Landlord under the Lease in respect of the Subleased Premises (II) the furniture and equipment and cabling including the costs of set-up and installation of same, described in Section 4 below; and ~!mf.l~~P~m9..B of the costs of installation, connectivity, service, repairs and maintenance and usage of internet services and telephone services (excluding long-distance telephone services which will be billed to the Subtenant monthly by the Sublandlord based on rates enjoyed by the Sublandlord) to and by every workstation and office in the Subleased Premises (and, without limiting the foregoing, in such locations as may be designated approximately on the floor plans for the Subleased Premises attached hereto as Schedule "A"), as well as the telephone system serving the Subleased Premises, all as may be more particularly set out in Schedule "E" hereto.

The Subtenant shall pay all taxes in respect of the business carried on by the Subtenant in and upon or by reason of its occupancy of the Subleased Premises (save for Property Taxes and any other taxes included in Operating Costs).

Gross Rent shall be considered as accruing from day to day hereunder. If it is necessary to calculate Gross Rent for a period of less than one year or less than one calendar month, an appropriate apportionment and adjustment on a pro rata daily basis shall be made.

The Sublandlord and its agents have the right to enter the Subleased Premises at all times during Business Hours and upon at least 24 hours'.prior written notice to show them to prospective tenants or mortgagees and during last month of the Sublease Term (or Extension Terms, if any), the Sublandlord may place upon the Subleased Premises the usual "For Rent" notices.

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3. CONDITION OF SUBLEASED PREMISES

The Subtenant acknowledges that it has seen the Subleased Premises and, subject to the Sublandlord's obligations set out in this Sublease, it agrees to accept the Subleased Premises in an "as is" condition, and further agrees that the Sublandlord has no responsibility or liability for making any renovations, repairs, alterations or improvements in or to the Subleased Premises except as expressly set out herein. All further renovations, alterations or improvements in or to the Subleased Premises (the "Subtenant's Work") shall be the responsibility of the Subtenant, at the Subtenant's sole cost and expense. Notwithstanding the above, the Sublandlord shall ensure that on the Commencement Date, all existing lighting, HV AC and window treatments within the Subleased Premises are in good working order and that prior to the Commencement Date. No Subtenant's Work shall be carried out without the prior written consent of the Sublandlord, not to be unreasonably withheld, and without the prior written consent of the Landlord, to be obtained by the Subtenant at its sole cost and expense, in accordance with the Lease and the Subtenant shall provide the Sublandlord with a copy of such consent prior to such work being commenced. All Subtenant's Work shall be performed in strict compliance with the terms of the Lease.


All assembled furniture (including80 work stations) and equipment in place in the Subleased Premises at the time that the ~ubten~n~ ip,spec~~c(W.~'P.i~i.b,i'.~~$,'.:9!i'!ifi)!':~J!:F~°QHI~ identified on Schedule "B" to this Sublease (the "Existing Furniture and Equipment"), shall be left in the Subleased Premises by the Sublandlord in an "as-is, where-is" basis and may be used by the Subtenant during the Sublease Term. Furthermore, it is understood that all existing cabling for both voice and data in the Subleased Premises (the "Existing Cabling") will remain and the Subtenant shall have the right to reuse such Existing Cabling.

The Subtenant shall have no responsibility for removing, repamng or replacing any of the Existing Furniture and Equipment, Additional Furniture and Equipment or the Existing Cabling, except as otherwise set out herein, unless due to damage caused by the Subtenant or those for whom it is in law responsible.

5. PARKING

During the Sublease Term and any extension thereof, the Sublandlord shall provide the Subtenant with parking spaces at a cost of ~f5-d'P:br'{i,@p~ , with access to and the use of g~p~;~(2);'P,~!§Bi.C¥Rwe~~ (the "Parking Spaces") located in the parking facilities situate on the property on which the Building is situate, as shown on the sketch attached hereto as Schedule "C".

6. USE

The Subtenant covenants and agrees with the Sublandlord that the Subleased Premises shall be used for general business office purposes all in accordance with and subject to the provisions of Section 10.01 of the Lease.

7. SIGNAGE

The Subtenant will not paint, display, inscribe or affix any sign, picture, advertisement, notice, lettering or direction on any part of the outside or inside of the Building or the Subleased Premises, except strictly in accordance with and subject to the provisions of the Lease. The exact layout and design of any such signage, if approved by the Landlord, shall be mutually agreed upon between the Landlord and the Subtenant. The Subtenant hereby acknowledges and agrees that it shall be responsible for making all arrangements and agreements with the Landlord in respect of such signage and the Sublandlord shall have no obligations in respect thereof. Notwithstanding the above, the Sublandlord shall, at its own expense, provide building standard signage for the Subtenant on the main lobby directory and at the main entrance to the Subleased Premises.


The Subtenant hereby covenants and agrees to and with the Sublandlord that it shall, throughout the Sublease Term:

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(a) pay the Gross Rent as provided for herein;

(b) observe and perform all covenants and obligations of the Subtenant under this Sublease;

(c) other than for payment of Rent under the Lease, and except as otherwise expressly set out in this Sublease, perform and observe all terms, covenants and conditions to be observed and performed by the Sublandlord under the Lease as they relate to the Subleased Premises (including, without limitation, all obligations to maintain and repair the Subleased Premises and to keep the Subleased Premises in good condition, subject to reasonable wear and tear not inconsistent with such standard) as if such· terms and conditions were expressly set forth herein mutadis mutandis as covenants of the Subtenant. Notwithstanding the above, the terms of Schedule "E" to the Lease relating to the Merton Lease (as defined in the Lease) shall not apply to the Subleased Premises or the Subtenant and the Subtenant shall have no obligations with respect to same. The Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Lease, or the rights of the Sublandlord as tenant under the Lease, to be endangered, cancelled or terminated or which would or might cause the Sublandlord to be in default thereunder or liable for any damage, claim or penalty;

(d) without limiting the generality of the preceding paragraph, to take out and maintain from and after the Commencement Date, and throughout the Sublease Term as same may be extended or renewed, all insurance required to be maintained by the Sublandlord, as tenant, under Article 11 of the Lease in respect of the Subleased Premises and the Subtenant's operations in the Subleased Premises and use of the Building and Common Areas and Facilities. Prior to taking possession of the Subleased Premises, and upon request of the Sublandlord during the Sublease Term, as extended or renewed, the Subtenant shall deliver to the Sublandlord certificates of insurance, reasonably acceptable to the Sublandlord and Landlord,. evidencing the Subtenant's compliance with the insurance requirements on the part of the Sublandlord, as tenant, contained in the Lease, with limits of liability at least equal to t)1ose required pursuant to the Lease. The insurance described in Section 11.l(a) and 11.l(b) of the Lease, and any other property damage insurance, shall also include as an additional insured (but without liability for premiums) as its interest may appear, the Sublandlord. The insurance described in Section 11.l(c) of the Lease shall also include as an additional insured (but without liability for premiums) the Sublandlord. All property damage and liability insurance of the Subtenant shall contain provisions for cross-liability and severability of interests among the Landlord, the Sublandlord, the other insureds in the Lease and the Subtenant. The insurance of the Subtenant shall contain a provision that the Subtenant's insurance shall be primary and shall not call into contribution any other insurance available to the Sublandlord; and

(e) pay to the Sublandlord or directly to the taxing authority (if required by the applicable legislation) the full amount of all Harmonized Sales Tax (as defined below) imposed on the Subtenant in respect of the Gross Rent payable by the Subtenant under this Sublease. Harmonized Sales Tax so payable by the Subtenant (i) will be calculated and paid in accordance with the applicable legislation; (ii) will be paid to the Sublandlord at the same time as the amounts to which the Harmonized Sales Tax are payable to the Sublandlord under this Sublease (or at such other times as the Sublandlord from time to time determines) and (iii) despite anything to the contrary, will be considered not to be part of the Gross Rent but the Sublandlord will have all of the same remedies for such amounts as it has for non-payment of Gross Rent under this Sublease or by law. For the purposes of this Sublease "Harmonized Sales Tax" shall mean goods and services taxes, value-added taxes,· multi-stage taxes, harmonized sales taxes, business transfer taxes and any other taxes imposed in respect of the Gross Rent payable by the Subtenant under this Sublease or in respect of the rental of the Subleased Premises, whether or not in existence at the commencement of the Sublease Term.

SUBTENANT'S ACKNOWLEDGEMENT

The Subtenant acknowledges to and with the Sublandlord that it has received a copy of the Lease and is familiar with the terms, covenants and conditions contained therein.

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11.

SUBLANDLORD'S REPRESENTATIONS AND WARRANTIES

The Sublandlord represents and warrants to the Subtenant as follows:


(b) the Lease has not been amended as it relates to the Subleased Premises or assigned, .and no portion of the Subleas·ed Premises has been sublet, other than as is provided in this Sublease;

(c) the Sublandlord is not, to the best of its knowledge and belief, currently in default of any of its obligations under the Lease and as at the date of this Sublease, it has not received notice from the Landlord of any defauli and it currently is not aware of any default under the Lease by the Landlord; and

(d) the Sublandlord has full power and authority to enter into and grant this Sublease subject only to the consent of the Landlord to be obtained by the Sub landlord in accordance with the terms of the Lease.

SUBLANDLORD'S COVENANTS


(a) that subject to the terms of this Sublease and the Lease, and subject to the Subtenant complying with its obligations under this Sublease, the Subtenant shall be entitled to quiet enjoyment of the Subleased Premises for the Sublease Term and any extension or renewal thereof without interruption or interference by the Sublandlord or any person acting on behalf of the Sublandlord;

(b) to pay to the Landlord all Rent reserved under the Lease in respect of the Subleased Premises and to perform and observe, or cause to be performed or observed, the other covenants contained in the Lease on the part of the Sublandlord to be performed and observed as Tenant thereunder except so far as the same are hereby required to be performed and .observed by the Subtenant with respect to the Subleased Premises;

(c) that the Sublandlord will not, following receipt of the Landlord's consent as provided in this Sublease, surrender up or terminate the Lease and will not amend the Lease, as it applies to the Subleased Premises and the Subtenant's obligations hereunder, without the prior written consent of the Subtenant, which consent may be unreasonably withheld;

(d) · that during the Sublease Term, as same may be extended or renewed, the Sublandlord shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Lease in respect of the Subleased Premises, or the rights of the Subtenant under this Sublease, to be endangered, cancelled or terminated or which would or might cause the Subtenant to be in default thereunder or liable for any damage, claim or penalty;

(e) if the Subtenant is itself unable. to enforce the obligations of the Landlord under the Lease after using reasonable efforts to do so, on written request from the Subtenant, the Sublandlord covenants and agrees that it shall, in co-ordination with and at the sole cost and expense of the Subtenant unless enforcement is required due to any default of the Sublandlord, in which case the expense shall be bqrne solely by the Sublandlord (which expenses shall include, without limitation, all legal costs incurred by the Sublandlord as well an any Court ordered costs should the Sublandlord not be successful in any litigation brought at the request of the Subtenant to enforce the Lease) , do all things reasonably necessary to enforce for the benefit of the Subtenant the obligations of the Landlord under the Lease with the intent that the benefit of such covenants shall extend to the Subleased Premises and be enjoyed by the Subtenant. Provided that if in enforcing the obligations of the Landlord under the Lease at the request of the Subtenant, the Sublandlord is also enforcing the obligations of the Landlord under the Lease for the benefit of the balance of the Premises, then the parties shall share such costs and expenses on a proportionate share basis (based on the Rentable Area of the Subleased Premises over the Rentable Area of the Premises);

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(f) by the Commencement Date, to set up and install all I 06 workstations and other Furniture and Equipment in the locations shown approximately on Schedule "A" attached hereto and to supply internet and telephone service to the Subleased Premises and to each such workstation at the Sublandlord's expense as provided in this Sublease and in accordance with the specifications set out in Schedule "E" attached hereto;

(g) notwithstanding any term of the Lease or any other term of this Sublease, to provide or cause to be provided a daily patrol security guard, at no additional cost to the Subtenant; and

(h) to provide the Subtenant and its employees, servants, agents and any other persons designated by the Subtenant as requiring access to the Building and the Subleased Premises with all keys, fobs, pass cards and other items required to provide access to the Building, the Subleased Premises and the parking facilities and to ensure that no other person or entity shall have access to the Subleased Premises save for the Subtenant and the parties noted above.

APPLICATION OF LEASE

This Sublease and all rights and interests of the Subtenant under this Sublease are and shall at all times be expressly subject to all of the terms and provisions of the Lease, except as otherwise e:i<.pressly provided herein. The terms and conditions contained in the Lease shall, mutatis mutandis, be deemed to be the terms and conditions herein contained with respect to the Subleased Premises, except that the covenants, warranties and representations on the part of the Landlord contained in the Lease (other than the covenant for quiet enjoyment) shall be deemed not to be contained herein as covenants, warranties and representations on the part of the Sublandlord. Notwithstanding anything else contained herein, the Subtenant acknowledges and agrees in favour of the Sub landlord that:

(a) except as otherwise expressly provided herein, all Landlord covenants and obligations under the Lease with respect to the Building (including, without limitation, services, utilities, repairs (structural or otherwise), maintenance, restorations, parking facilities, equipment, security services (if any) and access to and from the Subleased Premises) and any insurance coverage of the Building and any other obligations of the Landlord deriving from the provisions of the Lease will continue to be the responsibility of the Landlord as provided in the Lease, and the Sublandlord shall have no obligation during the Sublease Term to provide any such services, utilities, repairs (structural or otherwise), maintenance, restorations, parking facilities, equipment, or access or to perform such other obligations, except as otherwise provided in this Sublease;

(b) if any term of this Sublease is inconsistent with any term of the Lease, as between the Sublandlord and the Subtenant, the term of this Sublease shall prevail;

(c) except as hereinbefore expressly provided, all rights and remedies available to the Landlord under the Lease including, but not in any way limited to, provisions relating to default, Landlord's remedies on default and events terminating the lease, are hereby incorporated into this Sublease (save as modified by the provisions of Section 13 below) with the appropriate changes of reference being deemed to have been made, with the intent that such clauses shall govern the relationship in respect of such matters as between the Sublandlord and the Subtenant and shall apply to and be binding upon the parties hereto;

(d) In the event of damage to the Subleased Premises, Gross Rent in respect of the Subleased Premises shall only abate if and to the extent Rent under the Lease abates under the terms of the Lease; and

(e) this Sublease shall terminate if the Landlord shall terminate the Lease pursuant to any condition of termination (including in the event of destruction or damage) provided for in the Lease or by operation of law in certain circumstances (such as expropriation) or by re-entry and termination by the Landlord for breach of the Lease, and in any such event the Subtenant shall have no claim, recourse or damages against the Sublandlord save only if the Lease is terminated for breach caused by the Sublandlord and not by the Subtenant. In the event of such termination, the Subtenant shall vacate and deliver up the Subleased Premises to the Sublandlord in compliance with all the provisions hereof and the provisions of the Lease

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and (without prejudicing the Sublandlord's claim for damages or expenses in the event of default by the Subtenant or without prejudicing the Subtenant's claim for damages or expenses in the event of default by the Sublandlord) pay all Gross Rent and other moneys due to the date of such termination.

OVERHOLDING

Subject to the extension terms and Subtenant's extension rights set out in Section 19 below, upon the expiration of the Sublease Term or any applicable Extension Term and the Subtenant remaining in possession of the Subleased Premises:

(a) there shall be no implied renewal or extension of this Sublease;

(b) if the Sublandlord consents in writing to the Subtenant remaining in possession, the Tenant shall be deemed notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Subleased Premises as a monthly tenant, which monthly tenancy may be terminated by either party on thirty (30) days written notice to the other, which thirty (30) day period need not end on the last day of a calendar month;

(c) if the Sublandlord does not consent to the Subtenant remaining in possession, the Subtenant shall be deemed, notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Subleased Premises as a tenant at the will of the Sublandlord, which tenancy may be terminated at any time by the Sublandlord without the necessity of any notice to the Subtenant; and

(d) the Subtenant shall occupy the Leased Premises on the same terms and conditions as are contained in this Sublease, save and except that:

(i) the Term and the nature of the tenancy shall be as set out in subsection 13(b) or (c) of this section, as the case may be;

(ii) the Gross Rent payable by the Subtenant shall be paid monthly at a rate equal to one and one-half (1.5) times the amount of monthly Gross Rent which it was responsible for paying during the last month of the Sublease Term (original or extended, as applicable); and

(iii) the Subtenant shall not be entitled to take the benefit of any rights of renewal, rights of first refusal, options to purchase, rights granting the Subtenant exclusive rights to carry on certain business activities in the Building, if any, or any other rights personal to the Subtenant and which may be contained in this Sublease.

The Subtenant shall be stopped and forever barred from claiming any right to occupy the Subleased Premises beyond the expiry of any Sublease Term or Extension Term on terms other than as set out in this section and the Sublandlord may plead this section in any court proceedings. The Subtenant shall indemnify and save harmless the Sublandlord from all damages, losses and costs incurred by the Sublandlord as a result of the Subtenant remaining in possession of all or part of the Subleased Premises following the expiry of the Sublease Term or Extension Term. Nothing in this section shall be interpreted as permitting or giving the Subtenant an option to stay in possession of the Subleased Premises following the expiry of the Sublease Term or any applicable Extension Term, as the case may be, and the Subtenant shall surrender the Subleased Premises to the Sublandlord on the expiry of the Sublease Term or the applicable Extension Term, provided that the Subtenant has not exercised any right to extend in the manner provided in Section 19 below.

14. SUBLANDLORD'S EXERCISE OF RIGHTS

If the Subtenant shall fail to perform any of its obligations herein, the Sublandlord shall have all of the rights, remedies, privileges, protections and indemnities against the Subtenant which the Landlord has under the

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Lease for a breach of the obligations of the Sublandlord, as tenant, thereunder, subject to any notice and cure periods provided therein.


The parties hereby acknowledge that, whenever any consent or approval of the Landlord is required pursuant to the Lease in respect of anything done or proposed to be done by the Subtenant with respect to the Subleased Premises, the Subtenant shall not do any such thing· until it has first obtained such consent of both the Landlord and the Sublandlord. The Sublandlord agrees not to unreasonably withhold or delay its consent and to use commercially reasonable efforts to assist the Subtenant in obtaining the consent of the Landlord at the sole cost of the Subtenant.


(a) The Subtenant hereby covenants and agrees to promptly deliver to the Sublandlord copies of any and all notices or other correspondence received by the Subtenant from the Landlord that might affect the Sublandlord in any manner and further agrees to deliver same as expeditiously as possible, to ensure that the Sublandlord will have sufficient time to resp·ond to any such notices or other correspondence from the Landlord within the time periods set forth in the Lease;

(b) The Sublandlord hereby covenants and agrees to promptly deliver to the Subtenant copies of any and all default notic_es or other correspondence received by the Sublandlord from the Landlord that might affect the Subtenant's rights under this Sublease in any manner and further agrees to deliver same as expeditiously as possible, to ensure that the Subtenant will have sufficient time to respond to any such notices or other correspondence from the Landlord within the time periods set forth in the Lease.

17. RESTORATION

Notwithstanding any other term of the Lease or this Sublease, the Subtenant shall not be required to remove at the expiry or earlier termination of the Sublease Term (as same may be extended), the leasehold improvements made by or on behalf of the Sublandlord or the Subtenant in the Subleased Premises or to restore the Subleased Premises to their condition immediately prior to the Commencement Date and the provisions of the Lease with respect to removal of leasehold improvements and/or restoration of the Premises shall not apply to the Subleased Premises as between the Subtenant and the Sublandlord and the Subtenant and the Landlord, with the Subtenant's only obligations in this regard to surrender and yield up the Subleased Premises in the condition in which the Subtenant is obligated to maintain the Subleased Premised pursuant to this Sublease. For greater certainty, the Subtenant shall not be required to remove the Existing Furniture and Equipment, the Additional Furniture and Equipment or the Existing Cabling at the expiry of the Sublease Term (as same may be extended or renewed) but the Subtenant shall be entitled to remove its trade fixtures, furniture and equipment.

18. CONDITION

This Sublease is conditional upon receipt by the. Sublandlord and the Subtenant of the consent of the Landlord to this Sublease in a form satisfactory to the Sublandlord·and the Subtenant, each acting reasonably. If the

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foregoing condition is not satisfied on or before 1,t~§2,[EM~'Qit~;~p'g~t).~§~frt~J!i (the "Condition Date"), then this Sublease shall be deemed to be null and void unless the Condition Date is extended by the mutual agreement of the Sublandlord and the Subtenant. The Subtenant agrees to supply all public, non-confidential information reasonably required by the Landlord to assist it in making its decision respecting approval. If the Landlord's written consent to this Sublease is not obtained by the Condition Date, and the parties have mutually agreed to extend this condition, then the Commencement Date shall be automatically extended to the date the Landlord's written consent to this Sublease is obtained, with all other relevant dates hereunder, including without limitation the expiry date of the Sublease Term, being extended accordingly.

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19. RIGHT TO EXTEND

T?e subtenant shall at its sole,,_optio~, ,9~f9.~iJ~~n(~4) d#y~g~~?):,~ritie~ ~?t.~C# ; ,h~~i-~M:'t(~i~ht~O.' e~ten~ -~~/~[~ at the same rental rate on a contmuous p~r'. d1em.bas1s for altor part of the month of December 2014 (the .~'Ext~ns1on T~r.m;) .• Th~ E~tension T~~m shall .. b~ on' the. s~~e ·. te~~s· ~~d ~~~~i'ilio'~~·ha ~hi;· s~bf~~~~ '5a~~"a~'<l. ~~~ept th~t°(i) provided the Sublandlord has satisfied all obligations hereunder with respect to provision of services, furniture, equipment, cabling and parking, the Subtenant will accept the Subleased Premises in their "as-is" condition and there shall be no requirement on the Sub landlord to do any work in respect of the Subleased Premises, (ii) there shall be no obligation to obtain the Landlord's consent to the extension of the Sublease Term, the Landlord's consent to this Sublease serving as the Landlord's consent to all Extension Terms, (iii) if the Subtenant fails to give the extension notice within the time limit set out herein, then the within option to extend the Sublease Term beyond the initial Sublease Term or any Extension Term shall be null and void and of no further force and effect, and the Subtenant shall surrender the Subleased Premises to the Sublandlord upon the expiry of the Sublease Term or the applicable Extension Term.

20. TRANSFERS

Notwithstanding the provisions of the Lease and this Sublease, the Subtenant shall not have the right to assign this Sublease, sublet, part with or share possession of the Subleased Premises or any part thereof or otherwise effect a Transfer of this Sublease or any part of the Subleased Premises, without the prior written consent of the Sublandlord and the Landlord.


The Subtenant acknowledges to and with the Sublandlord and the Landlord that the Subtenant waives any rights the Subtenant may have under any legal or equitable rule of law or under the applicable Landlord and Tenant legislation of the Province of Ontario as amended from time to time, or any other applicable legislation, to apply to a court or to otherwise elect to or obtain the right to do any of the following: (a) retain the unexpired Term of the Lease or the unexpired Sublease Term, (b) obtain any right to enter into any lease or other agreement directly with the Landlord for the Premises or the Subleased Premises, or (c) otherwise remain in possession of any portion of the Subleased Premises, in any case where the Lease is terminated, surrendered or otherwise cancelled, including any disclaimer, repudiations, surrender or other termination of the Lease by a trustee in bankruptcy of the Sublandlord or the Subtenant, by any court appointed officer or by the Sublandlord or the Subtenant in connection with any insolvency proceedings.

22. LIMITATION OF LIABILITY

Notwithstanding the terms of the Lease and Sublease, the Sublandlord shall not be responsible in any way for, and is hereby released and discharged in respect of: (i) any injury to any person (including death) except to the extent directly caused by the negligence or willful misconduct of the Sublandlord or those for whom it is in law responsible; or (ii) for any loss of or damage to any property within the Subleased Premises or belonging to the Subtenant or to other occupants of the Subleased Premises or to their respective employees, agents, invitees, customers, licensees or other persons from time to time attending at the Subleased Premises, howsoever caused, while such person or property is in or about the Lands, the Subleased Premises, the Building, or any areaways, parking areas, lawns, sidewalks, steps, truck ways, platforms, corridors, stairways, elevators or escalators in connection therewith, including without limiting the foregoing, any loss of or damage to any property caused by theft or breakage, or by steam, water, rain or snow or for any loss or damage caused by or attributable to the condition or arrangements of any electrical or other wiring or for any damage caused by smoke or anything done or omitted to be done by any other tenant of premises in the Building or for any other loss whatsoever with respect to the Leased Premises, goods placed therein or any business carried on therein; provided same was not due to the gross negligence or wilful misconduct of the Sub landlord or those for whom it is in law responsible.

In the event that the Subleased Premises or the Building or any part or parts thereof are closed, inaccessible or unusable, or any of the services required to be provided by the Sublandlord under this Sublease, including, but not limited to, those set out under Section 2 and Schedule E of the Sublease, by reason of damage, ·power outage, the

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actions and/or omissions of the telecommunications or internet services providers, necessary repair or by virtue of any other cause or condition whatsoever beyond the Sublandlord's control, the Sublandlord shall not be liable or responsible in any way for any loss of business or any other damage to or loss, direct, indirect, consequential or otherwise sustained or suffered by the Subtenant nor shall the Subtenant be entitled to any abatement of Gross Rent, however, the Sublandlord shall not be released from its repair obligations under this Sublease, which shall be subject to Section 23 below. However, in the event that the Subleased Premises or the Building or any part or parts thereof are closed, inaccessible or unusable, or any of the services required to be provided by the Sublandlord under this Sublease including, but not limited to, those set out under Section 2 and Schedule E of the Sublease are unavailable, by reason of the gross negligence or wilful misconduct of the Subandlord or those for whom it is in law responsible there shall not be any release of liability or responsibility on the part of the Sublandlord; provided that the Sublandlord's liability or responsibility shall be limited to direct damages suffered by the Subtenant which shall be limited in amount to the Gross Rent paid under the Sublease only, and the Gross Rent shall abate to the extent of the closure, inaccessibility or unusability of the Subleased Premises, the Building or any parts thereof and/or the services, as determined by the Sublandlord and the Subtenant, both acting reasonably.

23. FORCE MAJEURE

Notwithstanding the terms of the Sublease, Section 16.6 of the Lease shall apply as between the Sublandlord and the Subtenant with respect to their respective obligations under this Sublease.

24. NOTICE

Any and all notices or demands by and from any of the parties hereto to the other shall be in writing and may be served either personally or by registered mail. Any such notice:

(a) in the case of the Sublandlord shall be delivered to the Sublandlord at the Retail Premises (as defined in the Lease):

(b) in the case of the Subtenant shall be served on the Subtenant at the Subleased Premises.

Any party may change the address set out above by appropriate written notice to the other parties. In any case, any such written notice shall be deemed to have been received on the date of its delivery or, if mailed, seventytwo (72) hours after the mailing thereof.

25. SCHEDULES

Schedules "A", "B'', "C", "D" and "E" attached hereto form part of this Sublease.

26. CONFIRMATION

The Sublandlord hereby confirms that the Lease is in full force and effect, unchanged and unmodified. It is understood and agreed that all terms and expressions when used in this Sublease have the same meaning as they have in the Lease unless otherwise provided herein. The parties further confirm that there are no covenants, representations, agreements, warranties or conditions in any way relating to the subject matter of this agreement expressed or implied, collateral or otherwise, except as expressly set forth herein.

27. NO AMENDMENT

No subsequent amendment, change or addition to this Sublease or any Schedules hereto shall be binding upon the Sublandlord and the Subtenant unless same shall be in writing and signed by the Sublandlord and the Subtenant.

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28. NO INVALIDITY

If for any reason any provision of this Sublease shall be declared invalid or unenforceable, all other provisions of this Sublease shall not be affected thereby and each provision of this Sublease shall be separately valid and enforceable

29. ENUREMENT

This Sublease shall enure to the benefit and be binding upon the successors and assigns of the Sublandlord and the Subtenant. Any assignment by the Sublandlord of any of its interests in the Lease operates automatically as an assignment to such assignee of the benefit of this Sublease and, provided the Sublandlord delivers to the Subtenant an acknowledgement and agreement from such assignee addressed to the Subtenant confirming that the assignee will be bound by and will comply with the obligations of the Sublandlord hereunder to the same extent as if the assignee had originally signed this Sublease as Sublandlord, thereafter the Sublandlord shall be released of all liability and obligations under this Sublease, save and except for then existing defaults.




This Sublease including any Schedules hereto constitutes the entire agreement of the Sublandlord and the Subtenant with respect to the subject matter of this Sublease and all prior negotiations, commitments, representations, warranties and undertakings made prior hereto (whether oral or written) are hereby merged.

32. COUNTERPARTSAND·FAX

This Sublease may be executed by counterparts and by facsimile or e-mail transmission, and if so executed, each document shall be deemed to be an original, shall have the same effect as if all parties had executed the same copy of this Sublease and all of which copies when taken together shall constitute one and the same document. Notwithstanding the foregoing, original copies of the Sublease shall be executed and delivered to the Sublandlord as soon as possible thereafter. ·

33. SECURITY CARD ACCESS

SIGNATURE PAGES FOLLOW

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IN WITNESS WHEREOF the parties have duly executed this Sublease.

TRA VELBRANDS INC.

Per:

Name:

Title:

Per:

Name: Title:


Executed on August_, 2014

Per:

Name:

Title:

Per:

Name: Title:


Executed on August_, 2014.

4206908_1.DOC



Execution Version

SCHEDULE "A"

FLOOR PLAN SHOWING SUBLEASED PREMISES AND APPROXIMATE LOCATION OF FURNITURE, EQUIPMENT, PHONE AND INTERNET SYSTEMS AND CABLING

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SCHEDULE "B"

EXISTING FURNITURE AND EQUIPMENT AND ADDITIONAL FURNITURE AND EQUIPMENT

• 80 workstations with chairs to be provided as outlined in schedule A

• Functional boardrooms - Boardroom tabl~s with chairs to be in place in all boardrooms

• All other existing furniture and equipment that was viewed on the site tour that would make logical sense to keep in place kitchen chairs etc.

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SCHEDULE "C"

SKETCH OF PARKING SPACES

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SCHEDULE "D"

Intentionally Deleted

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SCHEDULE "E"

SPECIFICATIONS RE INTERNET AND TELEPHONE SYSTEMS

Without in any way limiting any other terms of the Sublease to which this Schedule "E" is attached respecting the installation, connectivity, service, repairs and maintenance and usage of internet services and telephone services in connection with the Subleased Premises, the Sublandlord and the Subtenant agree that the following terms and specifications shall apply:

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1. Each internet and telephone user, as designated by the Subtenant from time to time, shall have internet and phone connectivity to his or her respective office and/or desk, shall have phones at his or her respective office and/or desk provided by the Sublandlord at no additional cost to the Subtenant, and each such user will be assigned his or her own personal extension. Each boardroom located in the Subleased Premises shall also have internet and phone connectivity, with the Sublandlord supplying phones in each such boardroom at no additional cost to the Subtenant. Internet and phone connectivity of any additional users designated by the Subtenant after the Commencement Date shall be provided within five (5) business days.

2. The Sublandlord shall ensure that the Subtenant is at all times provided with internet service consisting of at least 50Mbps bandwidth, with unlimited usage.

3. Subject to the terms of the Sublease, in the event of a failure or interruption of the primary internet service serving the Subleased Premises, the Sublandlord shall provide the Subtenant with an alternative or back-up internet service of comparable specifications to the one the Sublandlord is required to provide hereunder as soon as commercially reasonable after such failure or interruption.

4. The Sublandlord shall set up and monitor the site-to-site VPN tunnel to the Subtenant's head office.

5. There shall not be any restrictions on the domestic calls that the Subtenant and its employees, servants, agents and other may make from the phones provided in the Subleased Premises, with the cost of same to be included in the Gross Rent.

6. Subject to the terms of the Sublease, in the event of a failure or interruption of the phone system serving the Subleased Premises, the Sublandlord shall provide the Subtenant with an alternative or back-up phone system of comparable specifications to the one the Sublandlord is required to provide hereunder as soon as commercially reasonable after such failure or interruption.

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SUBLEASE

THIS SUBLEASE is dated the 31 31 day of October, 2014 ..

BETWEEN:

WHEREAS:

TRA VELBRANDS INC.

(the "Sublandlord")

9F THE FIRST PART;

- and-!

S&P DAT A LLC incorporated in the State of Delaware, and S&P DAT A a limited partnership registered under the Jaws of the Province of Ontario

(collectively referred to as the "Subtenant,.)

OF!HE SECOND PART;

A. By a lease (the "Original Lease") dated March 28, 2008, and made between 75 Eglinton Avenue East Limited Partnership (the ''Landlord"), as landlord, and ThoJ'.nas Cook Canada Inc., as tenant, which Original Lease was subsequently amended by a first amepding agreement dated April 23, 2009 (the "Amending Agreement"), the Landlord leased to the Sublandlord cenain premises (the "Premises") located on the ground, 2nd, 3nl, 41

\ 5111, 6th ~nd 7th floors and the underground levels of the building known municipally as 75 Eglinton Avepue East, in the City of Toronto, Province of Ontario (the "Building"), for a tenn expiring November 30, 2028;

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B. By Articles of Amendment dated November 7, 2013, Thomas Cook Canada Inc. changed its name to Travelbrands Inc., the Sublandlord herein; \

;

C. The Original and the Amending Agreement are hereinafter collectjvely reforred to as the "Lease";

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D. Subject to obtaining the consent of the Landlord, the Sublandlord has agreed to sublease to the Subtenant a portion of the Premises comprising the entire 5th floor of the Building, comprising approximately 12,753 square feet of Rentable Area (the "Subleased Premises") subject to section 20 contained herein, as shown approximately on the floot plans attached hereto as Schedule "A", on the terms and conditions contained herein. During· the tenn the Sublandlord also grants the exclusive use of a room for training between 20-25 people (the "Training Room"), at no cost to th~ Subtenant and on other tenns and conditions conqiined herein.

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NOW THEREFORE THIS SUBLEASEWITNESSETH that in cohsideration of the sum of Ten Dollars ($10.00) now paid by each of the parties to the other, the ieccipt and sufficiency of which is hereby respectively acknowledged: '

L. GRANT i

The Sublandlord hereby subleases to the Subtenant the SubJeasedlPremises containing a Rentable Area of approximately 12,753 square feet for and during a term Cthe "Sublease Term") conunencing, on November 1, 2014 (the "Commencement Date") and ~xpiring on February 29, 2016 in accordance with and subject to the tenns, covenants and conditions contained in this Sublease. Notwithstanding ~he above, the Subtenant is granted access to t~e Subleased Premises on October 20, 2014, for the preparation of the Subleased Premises. Prior to going into possession of the Subleased Premises, the Subtenant shall provide the Sublandlord with a certified cheque equal to the first month's Gross Rent (as defined in paragJilph I, subparagraph a) of Section 2, the deposit as required under paragraph 1, subparagraph p) of Section 2 and a certificate of insurance confhming coverage as required in Subparagraph~ (d) of this Sublease.

! 2. GROSS RENT !

The Subtenant covenants to pay to the Sublnndlord, or directly to the Landlord if required by the Sublandlord, without deduction, abatement or set-off rent (the "Gross Rent") as follows:

' a) subject to the application of the deposit described in (b) below, for the Sublease Term,

Five Hundred Twenty-Seven Thousand, One HW1dred and iTwenty-Four Dollars ($527,124.00), to be payable in equal monthly instalments in adv~cc on the first day of each month of the Sublease Term in the amount of Thirty Two Thousand Nine Hwulred and Forty Five Dollars and Twenty Five Cents ($32,945.25) basJd upon an annual rate of Thirty One Dollars ($31.00) per square foot of the Rentable .Area of the Subleased Premises, plus applicable taxes; and '

' b) a deposit on account of one month's Gross Rent in the amqunt. of Thirty-Seven

Thousand, Two Hundred Twenty-Eight Dollars and Thirteen Ce*s ($37,228.13), to be held by the Sublandlord as security for the Gross Rent due forjthe last month of the Sublease Tenn and for the Tenant's fulfilment of its covenants under this Sublease. In the event the deposit is drawn upon to be applied toward remedying the Tenant's obligations under this Sublease, the Subtenant agrees to replenish the deposit within 5 days to the original amount of $37 ,228.13. '

In the event the Landlord adjusts the Rcntable Area of the ~ubleased Premises in accordance with its rights under the .Lease, Gross Rent will be adjust~ between the parties hereto, if necessary, to conform with the adjusted Rentable Area of the Subleased Premises.

! Gross Rent shall include: (i) all Basic Rent and Additional Rent payable under the with

respect to the Subleased Premises, including, without limitation, all Operating Costs, all Property Taxes, the cost of any services and utilities supplied to the Subleased Pr~mises (either pursuant to the Lease or at the request of the Subtenant and approval of the Sublan41ord) for the benefit of the Subtenant or the Subleased Premises but not otherwise included in qperating Costs and all

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· additional costs chargenble by the Landlord under the Lease in rcs~ect of the Subleased Premises; (ii) all costs associated with the Parking Spaces (as defined i~ Section 5 below, but subject to the Subtenant subleasing any additional parking spots as specifi~d therein).

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Gross Rent shall not include, the cost of issuance or replacement o~·building access cards required by the Subtenant after the Commencement Date. The Sub-Tenaqt will be charged, $15 per access card for each new building access card and $25 per access card! for the replacement of each lost building access card. l

The Subtenant shall pay all taxes in respect of the business carried Ion by the Subtenant in and upon or by reason of its occupancy of the Subleased Premises (save for Property Taxes and any other taxes included in Operating Costs). I

! Gross Rent shall be considered as accruing from day to day hereut1der. If it is necessary

to calculate Gross Rent for a period of less than one year or less than ohe calendar month, an appropriate apportiorunent and adjustment on a pro rata daily basis shall ~e made.

The Sublandlord and its agents have the right to enter the Subleasdd Premises at all times during Business Hours to show them to prospective tenants or mortgag~ and during last month of the Sublease (or Extension Term, if any), the.Sub-landlord may place upon the Subleased Premises the usual "For Rent" notices. !

3. CONDITION OF SUBLEASED PREMISES

The Subtenant acknowledges that it has seen the Subleased Premises and, subject to the Sublandlord's obligations set oul in this Sublease, it agrees to accept the:Subleased Premises in an "as is" condition, and further agrees that the Sublandlord has no respopgibility or liability for making any renovations, repairs, alterations or improvements in or to l~e Subleased Premises except as expressly set out herein. All further renovations, alterations or !improvements in or to the Subleased Premises (the "Sub-Tenant's Work") shall be the responsibility of the Subtenant, at the Subtc:mmt's sole cost and cxpcmsc. Notwithstanding the 11bovc,j the Subhmdlord shall ensure that on the Commencement Date, all existing lighting, HV AC a~d window treatments within the Subleased Premises are in good working order ..

No Subtenant's Work shall be carried out without the prior written consent of the Sublandlord, not to be unreasonably withheld, and without the prior written consent pf the .Landlord, to be obtained by the Subtenant at its sole cost and expense, in accordance ~th the· Lease and t11e Subtenant shall provide the Sublandlord with a copy of such consent prior to such work being commenced. All Subtenant's Work shall be perfo111icd in strict compliande with the terms of the

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All assembled furniture and equipment, excluding·any Xerox eqfiipment (the "Existing Furniture and Equipment") in place in the Subleased Premises at the ti~e that the Sub-Tenant inspected the Premises on October 20, 2014, as identified on Schedule "A~' to this Sublease, shall be left in the Subleased Premises by the Sublandlord in an "as-is, wber~-is" basis and may be

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l used by the Subtenant during the Sublease Tenn. The Sublandlord may, ~t its sole and arbitrary discretion, provide additional furniture, if available, requested by the Subtenant at 111' additional cost (the "Additional. Furniture and Equipment"). Furthe1111ore, it !is understood that all existing cabling for both voice and data in the Subleased Premises (the •'Jtxisting Cabling") will remain and the Subtenant shall have the right to reuse such Existing Cabli~g.

The Subtenant shall have no responsibility for removing, repairin~ or replacing any of the Existing Furniture and Equipment, Additional Fumiture and Equipment ~r the Existing Cabling, except as otheiwise set out herein, unless due to damage caused by the jSubtcnant or those for whom it is in law responsible. :

S. PARKING i i

During the Sublease Term, the Sublandlord shall provide the Sub:tenant, at no additional cost, with access to and the use of Six (6) underground parking spaces in the Building (the "Parking Spaces"). Six (6) additional underground parking spots are av~lable to the Subtenant, at the cost of the Subtenant, at market rates currently at One Hundred and Fifty Dollars ($150.00) per month.

6. USE

The Subtenant covenants and agrees with the Sublandlord that the Subleased Premises shall be used only as a call centre in accordance with and subject to the ptovisions of the Lease.

7. SIGNAGE

The Subtenant will not paint, display, inscribe or affix any sign, :picture, advertisement, notice, lettering or direction on any part of the outside or inside of the BJilding or the Subleased

I

Premises, except strictly in accordance with and subject to the provisi9ns of the Lease. The exact layout and design of any such signage, if approved by the Landlord, shall be muttially agreed upon between the Landlord and the Subtenant. The Subtenant hetcby ncknowlcdgcs nnd · agrees that it shall be responsible for .making all arrangements and agreeivents with the Landlord in respect of such signage and the Sublandlord shall have no obligations! in respect thereof. The Subtenant shall, at its own expense, provide building standard sigilage for the Sub-Tenant on the main lobby directory and at the main entrance to the Subleased Premises. I


The Subten.ant hereby covenants and agrees to and with the Stlblandlord that it shall, throughout the Sublease Term:

(a) pay the Gross Rent as provided for herein; !

(b) observe and perform all covenants and obligations of th1e Subtenant under this Sublease; :

! (c) other than for payment of Rent wider the Lease, and excep~ as otherwise expressly set out in this Sublease, perform and observe all tenns, covenan'ts and conditions to be

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observed and perfom1ed by the Sublandlord under the Lease! as they relate to the Subleased Premises (including, without limitation, all obligations!to maintain and repair

I

the Subleased Premises and to keep the Subleased Premises in good condition, subject to reasonable wear and tear not inconsistent with such standard) i as if such tenns and conditions were expressly set forth herein mutadis rnutandis) as covenants of the Subtenant. The Sub-Tenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Lease, or the rights of th~ Sub landlord as tenant under the Lease, to be endangered, cancelled or terminated or which would or might cause the Sublandlord to be in default there-under or liable for !any damage, claim or penalty; I

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(d) without limiting the generality of the preceding paragi;aph, to take out and maintain from and after the Commencement Date, and throughou~ the Sublease Tenn as same may be extended or renewed, all insurance required to !be maintained by the Sub landlord, as tenant, under Article 11 of the Lease in respect of 'he Subleased Premises and the Subtenant's operations in the Subleased Premises and use of the Building and Common Areas and Facilities. Prior to taking possession of the S4bleased Premises, and upon request of the Sublandlord during the Sublease Term, as extended or renewed, the Subtenant shall deliver to the Sublandlord certificates acceptable to the Sublandlord and Landlord, evidencing the Subtenant's compliance with the insuraqcc requirements on the part of the Sublandlord, a.c; tenant, contained in the Lease, with Iiiliits of liability at least equal to those required pursuant to the Lease. The insurance described in Section 11. I (a) and 11. 1 (b) of the Lease, and any other property damage insuran~e, shall also include ~ an additional insured (but withoul liability for premiums) as its i~terest may appear, the Sublandlord. The insurance described in Section 11 . .l(c) of the tease shall also include as an additional insw·ed (but without liability for premiums) ~he Sublandlord. All property damage and liability insurance of the Subtenant shall !contain provisions fur cross-liability and severability of interests among the Landlor~ the Sublandlord, the other insureds and the Subtenant The insurance of the Subtenant shall contain a provision that the Subtenant's insurance shall be primary arid shall not call into contribution any other insurance available to the Sublandlord; and /

I (e) pay to the Sublandlord or directly to the taxing authotjty (if required by the applicable legislation) the full amount of all Hannonized Sales Tax (as defined below) imposed on the Sub-Tenant in respect of and in addition to the Giloss Rent and any other charges payable by the Subtenant under this Sublease. Harn10niztid Sales Tax so payable by the Subtenant (i) will be calculated and paid in accordan4e with the applicable legislation; (ii) will be paid to the Sublandlord at the same time ~ the amounts to which the Hannonized Sales Tax are payable to the Sublandlord under tl!ps Sublease (or at such other times as the Sublandlord from time.to time detennines) and (iii) despite anything to the contrary, will be considered not to be part of the Gross Rent bft the Sublandlord will have all of the same remedies for such amounts as it has for non-payment of Gross Rent under this Sublease or by law. For the purposes of this Sublea~e, "Hannonized Sales Tax" shall mean goods and services taxes, value-added taxes, multi-stage taxes, harmonized sales taxes, business transfer taxes and any other tax~ imposed in respect of the Gross Rent payable by the Subtenant under this Sublease or in! respect of the rental of

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· the Sub.leased Premises, whether or not in existence at the dorrunen~ement of the Sublease Tenn.

9. SUBTENANT'S ACKNO'WLEDGEMENT

The Subtenant acknowledges to and with the Sublandlord that it ~as received a copy of the Lease and is familiar with the tem1s, covenants and conditions contained therein.

I 10. SUBLANDLORD'S REPRESENTATIONS AND W ARRANTiES

!

i The Sublandlord represents and warrants to the Subtenant as follo*s:


(b) the Lease has not been amended as it relates to the Subleased Premises or assigned, and 110 portion of the Subleased Premises has been s:Ublet, other than as is provided in this Sublease; i

' (c} the Suhlandlord is not, to the best of its knowledge and befief, currently in default of any of its obligations under the Lease and as at the date of this Sublease, it has not received notice from the Landlord of any default and it cWTentjy is not aware of any default under the Lease by the Landlord; and ·

(d) the Sublandlord has full power and authority to enter into and grant this Sublease subject only to the consent of the Landlord to be obtained ~y the Sublandlorct in accordance with the terms ofthe Lease. '

11. SUBLANDLORD'S COVENANTS


(a) that subject to the tcnns of this Sublease and the Lease, and subject to the Subtenant complying with its obligations w1dcr this Sublease, Ute Subtenant shall be entitled to quiet enjoyment of the Subleased Premises for the Sublease Tenn and any extension or renewal thereof without interruption or interference ~y the Sub-Landlord or any person acting on behalf of the Sub landlord; j

(b) to pay to the Landlord all Rent resetved. under the Jase in respect of the Subleased Premises and to perform and observe, or cause to be performed or observed, the other covenants contained in the Lease on the .Part of Jhe Sublandlord to be performed and observed as Tenant there-W1der except so far ~ the same are hereby required to be perfonned and observed by the Subtenant witl1 respect to the Subleased Premises; ·

i (c) if the Subtenant is itself unable to enforce the obligation~ of the Landlord under the Lease after using reasonable efforts to do so, on written requFst from the Subtenant, the Sublandlord covenants and agrees that it shall, in co-ordinatipn with and at the sole ~ost and expense of the Subtenant unless enforcement is requirep due to any default of

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the Sublandlord, in which case the expense shall be borne sole)y by the Sublandlord (which expenses shall include, without limitation, all legal ~osts incurred by the Sublandlord as well an any Court ordered costs should the Sublan~lord not be successful in any litigation brought at the request of the Subtenant to enfoice the Lease) , do all things reasonably necessary to enforce for the benefit of the Subt~ant th.e obligations of the Landlord under the Lease with the intent that the benefit of such covenants shall extend to the Subleased Premises and be enjoyed by the Subten4nt. Provided that if in enforcing the obligations of the Landlord under the Lease at the request of the Subtenant, the Sublandlord is also enforcing the obligations of the Landlord ~der the Lease for the benefit of the balance of the Premises, then the parties shall I share such costs and expenses on a proportionate share basis (based on the Rentable !Area of the Subleased

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Premises over the Rentable Area of the Premises); i

(d) by the Commencement Date, to set up and install all 120 workstations and other Furniture and Equipment in the locations shown approximately on'Schedule "A" attached .hereto and to supply cabling for data and voice to each sueh workstation at the Sublandlord's expense as provided in this Sublease and to ensure lhat no other person or entity shall have access to the Subl~sed Premises save for the Subtenant and its employees, the Landlord and its employees, servants agents $d any other persons designated by the Landlord for the purpose of maintaining and rep~iring the Building, the Sublandlord and its employees and its employees, servants, agen~ and any other persons designated by the Sublandlord for the purpose of repairing and maintaining the Building.

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12. APPLICATION OF LEASE

This Sublease and all rights and interests of the Subtenant under this Sublease are and shall at all times be expressly subject to all of the tenns and provisions 9f the Lease, except as otherwise expressly provided herein. The terms and conditions contain~ in the Lease shall, mutatis mutandis, be deemed to be the terms and conditions herein contaiPed with respect to the Subleased Premises, except that the covenants, warranties and representations on the part of the Landlord contained in the Lease( other than the covenant for quiet enjoylnent) shalJ be deemed not to be contained herein as covenants, warranties and representations <?n the part of the SubLandlord. Notwithstanding anything else contained herein, the Subtenant acknowledges and

I agrees in favour of the Sublandlord that: j ·

(a) except as otherwise expressly provided herein, aU ~dlord covenants and obligations under the Lease with respect to the Building (includipg, without limitation, services, utilities .• repairs (structurnl or otherwise), maintenance~ restorations, parking facilities, equipment, security services (if any) and access to arid from the Subleased Premises) and any insurance coverage of the Building and any o,tber obligations of the Landlord deriving from the provisions of the Lease will continue to be the responsibility of the Landlord as provided in the Lease, and the Sublandlord shall have no obligation

I

during the Sub Tenn to provide any such services, utilities, j repairs (structural or otherwise), maintenance, restorations, parking facilities, equiprpent, or access or to perform such other obligations, except as otherwise provided in this Sublease;

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' (b) if any tenn of this Sublease is inconsistent with any t~nn of the Lease, as between the Sub landlord and the Subtenant, the te1m of this Sublease shall prevail;

! . (c) except as hereinbefore expressly provided, all rights and r~ned.ies available to the Landlord under the Lease including, but not in any way limited tq, provisions relating to default, Landlord's remedies on default and events terminating/the Lease, are hereby incorporated into this Sublease (save as modified by the provisio~s of Section 14 below) with the appropriate changes of reference being deemed to hav~ been made, with the intent that such clauses shall govern the relationship in respect of s~ch matters as between the Sublandlord and the Subtenant and shall apply to and be binding upon the parties

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(d) Jn the event of damage to the Subleased Premises. Gross; Rent in respect of the Subleased Premises shall only abate if and to the extent Rent iinder the Lease abates under the terms of the Lease; and I

i (e) this Sublease shall terminate if the Landlord shall termina~~ the Lease pursuant to any condition of tennination (including in the event of destructidn or damage) provided for in the Lease or by operation of law in certain circumstances (such as expropriation) or by re-entry and termination by the Landlord. for breach of the Lease, and in any such event the Subtenant shall have no claim, recourse or damages against the Sub-Landlord save only if the Original Lease· is tenninated for breach caused ~y the Sublandlord and not by the Subtenant. In the event of such tennination, the Subtenant shall vacate and deliver up the Subleased Premises to the Sublandlord in compliance with all the provisions hereof and the provisions of the and (without prejudjcing the Sublandlord's claim for damages or expenses in the event of default by the. Subtenant or without prejudicing the Subtenant's claim for damages or expenses in theievent of default by the Sub landlord) pay all Gross Rent and other moneys due to the date !of such tennination.

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13. OVERHOLDING

Subject to the extension. terms and Subtenant's extension righ~ set out in Section 18 below, upon the expiration of the Sublease Term or any applicable E~tension Tenn and the Subtenant remaining in possession of the Subleased Premises:

(a) there shall be no implied renewal or extension of this Subl~ase;

(b) if the Sublandlord consents in writing to the Subtenant remaining in .possession, the Sub-Tenan~ shall be deemed notwithstanding any statut<?ry provision or legal assumption to the contrary, to be occupying the Subleased Premi*es as a monthly tenant, · which monthly tenancy may be tenninated by either party on ~birty (30) days written notice to the other, which thirty (30) day period need not end on t~e last day of a calendar month;

(c) if the Sublandlord does not consent to the Subtenant rem~ining in possession, the Subtenant shall be deemed, notwithstanding any statutory provisjon or legal asswnption to the contrary, to be occupying the Subleased Premises as a tena?t at the will of the Sub-

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' i Landlord, which tenancy may be tenn.inated at any time by the S~blandlord without the necessity of any notice to the Subtenant; and j

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{d) the Subtenant shall occupy the Leased Premises on the sa~e tenns and conditions as are contained in this Sublease, save and except that i

\ (i) the Tenn and the natur~ of the tenancy shall be as set ou~ in subsection 13{b) or (c) of this section, as the case may be; 1

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(ii) the Gross Rent payable by the Subtenant shall be paid mqnthly at a rate equal to one and one-half (1.5) times the amount of monthly Gros5 Rent which it wa~ responsible for paying dwing the last month of the Sublc~se Term (original or extended, as applicable); and !

i (iii) the Subtenant shall not be entitled to take the benefit ofiany rights of renewal, righ!S of first refusal, options to purchase, rights granting the Subtenant exclusive rights to carry on certain business acthities in the Building, if any, or arty other rights personal to the Subtenant and which may be contained in this Sublease. '

The Subtenant shall be stopped and forever barred from claiming Jny right to occupy the Subleased Premises beyond the expiry of any Sublease Term or Extensio~ Tenn on tenns other than as set out in this section and the Sublandlord may plead this ! section in any court proceedings. The Subtenant shall indemnify and save hannless the :sublandlord from all damages. losses and costs incurred by the Sublandlord as a result of the Subtenant remaining in possession of all or part of the Subleased Premises following the expiry of the Sublease Term or Extension Term_ Nothing in this section shall be interpreted as permitting or giving the Subtenant an option to stay in possession of the Subleased Premises following the expiry of the Sublease Term or any applicable Extension Term, as the case may be, ~d the Subtenant shall surrender the Subleased Premises to the Sublandlord on the expiry of the Sublease Tenn,

· provided that the Subtenant has not exercised any right to extend in th~ manner provided in Section 21 below.

14. SUB-LANDLORD'S EXERCISE OF RIGHTS i

If the Subtenant shaIJ fail to perform any of its obligations herein,! the Sublandlord shall have all of the rights, remedies, privileges, protections and indemnities ~gainst the Subtenant which the Landlord has under the Lease for a breach of. the obligations bf the Sublandlord, as tenant, there-under, subject to any notice and cure periods provided therein\


The parties hereby acknowledge that, whenever any consent or approval of the Landlord is required pursuant to the Lease in respect of anything done or propos~d to be done by the Subtenant with respect to the Subleased Premises, the Subtenant shall not qo any such thing until it has first obtained such consent of both the Landlord and the Sublandlord. The Sublandlord agrees not to unreasonably withhold or delay its consent and to use co"1roercially reasonable

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' I efforts to assist the Sub-Tenant in obtaining the consent of the La.ndlor~ at the sole cost of the Sub-Tenant. i


(a) The Subtenant hereby covenants and agrees to probptly deliver ro the Sublandlord copies of any and all notices or other correspondence rec~ived by the Subtenant

·from the Lan<flord that might affect the Sublandlord in any manner and fyrther agrees to deliver same as expeditiously as possible, to ensure that the Sublandlord will tiave sufficient time to respond to any such notices or other correspondence from the Landlord ~ithfu the time periods set forth jn the Lease; '

(b) The Sublandlord hereby covenants and agrees to prqmptly deliver to the Subtenant copies of any and all default notices or other correspon~ence received by the Sublandlord from the Landlord that might affect the Subtenant's rights ~nder this Sublease in any manner and further agrees to deliver same as expeditiously as possible, to ensure that the Subtenant will have sufficient time to respond to any such notices or oth~r correspondence from the Landlord within the time periods set fortl1 in the Lease. ;

17. RESTORATION

Notwithstanding any other tenn of the Lease or this Sublease, if requested by the Sublandlord, the Subtenant shall be required to remove at the expiry or eailier tennination of the Sublease Term (as same may be extended), the leasehold improvements made by or on behalf of the Sublandlord or the Subtenant in the Subleased Premises and to ~estore the Subleased Premises to their condition inuncdiately prior to the Commencement Date :

18. CONDITION

This Sublease is conditional upon receipt by the Sublandlord and the Subtenant of the consent of the Landlord to this Sublease in a form satisfactory to th~ Sublnndlord and the Subtenant, each acting reasonably. If the foregoing condition is not satisfied on or before November 28, 2014, (the "Condition Date"), then this Sublease sha.11 be 1deemed to be null and

· void and the deposit shall be returned to the Subtenant without interest b6nus or penalty, unless the Condition Date is extended by the mutual agreement of the Sublandlord and the Subtenant. The Subtenant agrees ·to supply all information reasonably required by the ~andlord to assist it in malcing its decision respecting approval. ff the Landlord's written consent:to this Sublease is not obtained by the Condition Date, and the parties have mutually agreed to ;extend this condition, then the Commencement Date shall be automatically extended to the date the Landlord's· wrhten

_ consent ro this Sublease is .obtained, with all other relevant dates hereunder, including without limitation the expiry date of the Sub Tenn, being extended accordingly. '

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I I I I I I I. I I I I I I I I I I I

ll

19. RIGHT OF FIRST REFUSAL

Provided t11e Subtenant has not been in default under the tenns of this Sublease, the Subtenant shall have a continuous right of first refusal during the Sublease Tenb (the "Right of First Refusal") to any part or all of the office space located in the Building which becomes available for \lllder the Lease(the "Right of First Refusal Premises"). The Subfandlord undertakes to provide the Subtenant written notice containing all the relevant infonn~tion pertaining to any · bona fide offer acceptable to the Sublandlord received from a third parry 4,nd the Subtenant shall thereupon have five (5) Business Days in which to confinn in writing to \he Sublandlord that it elects to exercise its Right of First of Refusal and enter into a sublease c~vering such space. In the event that the Subtenant does not exercise its Rigl).t of First Refusal in writing within the five (5) Business Days prescribed herein, this Right of First Refusal with rcsp~ct to the Right of First Refusal Premises subject to the bona fide third party offer shall expire an4 the Sublandlord shall be free to lease that space to the third party. The Subtenant's Right of Fidt Refusal shall remain in full force during the balance of the Sublease.Tenn for any subsequent offer.

I ' I !

If the Subtenant exercises such Right of First Refusal, lhc Subtenant shall ~otify the Sublandlord in writing of its decision and the following shall apply.

a) The Su bland lord shall provide vacant possession of the Right of Refusal Premises;

b) The Right of Refusal Premises shall be leased on the same terms and co~ditions as in the bona fide offer acceptable to the Sublandlord, but subject to the tenns of the Lease.

! The Sublandlord warrants and represents that it will not accept any offet to the Right of First Refusal Premises from any third party unless it is expressly conditional upon the Tenant's Right of First Refusal. 1

20. RELOCATION OPTION

The Sublandlord, on providing al foast thirty (30) calendar days' notice to the Subtenant, mny relocate the Subtenant to another floor in the Building. This floor will have a minimum number of 120 work stations. The relocation will be at the Sublandlord's solei cost. In addition the Sublandlord, at its sole cost, on providing at least thirty (30) days' ~alendar notice to the Subtenant, may relocate the Training Room and/or the room in which the Subtenant's equipment is connected to the telecommunication providers equipment (the "Compu,er Room") to another location within the Building at the discretion of the Sublandlord. If the ~ublandlord decides to relocate the Subtenant, the Sublandlord shall give the Subtenant reasdnable notice of such

I relocation and the Sublandlord shall reimburse the Subtenant for all reasonable out of pocket costs directly related to such relocation, but not including any indirect co~ts such as lost profits or future business during the relocation period or damages for inconvenience.

21. OPTION TO EXTEND

Provided that the Subtenant has not been in default under the tenns of the Le-dSe, the Subtenant shall have the benefit of one (I) option (an "Ex.tension Option") to e~nd the term of the

.! !

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11------·--· ··-·· ·····-· . -...... ···-------· . ·--1-----------..,,,_~

526

12

Sublease for a period of five (5) years (an "E:dension Term'') The Extbnsion Option may be exercised by the Subtenant: ! · ·

. l

(a) no earlier than nine (9) months; and,

(b) no later than six ( 6) months,

prior to the expiry of the initial Sublease Term. The Gross Rent (or the Extension.Tenn shall be negotiated by the parties hereto. If the parties arc unable ttj agree on a Gross Rent for the extension term on or before December 30, 2015, this Ext~nsion Option shall be null and void and of no further force and effect, and the Subtcn~nt shall sWTender the Subleased Premises to the Sublandlord upon the expiry of the Subl~se Term ..

22. TRANSFERS

Notwithstanding the provisions of the Lease and this Sublease, the Subtenant shall not have the right to assign this Sublease, sublet, part with or share possdsion of the Subleased Premises or any part thereof or otherWise effect a Transfer of this Subl~ase or any part of the Subleased Premises, without the prior written consent of the Sub-Landlord! and the Landlord.


The Subtenant acknowledges to and with the Sublandlord and the Landlord that the Subtenant waives any rights the Subtenant may have under any legal or e~uitable rule of law or under the applicable Landlord and Tenant legislation of the Province of Ontario as amended from time to time, or any other applicable legislation, to apply to a court or to otherwise elect to or obtain the right to do any of the following: (a) retain the unexpired Term of the Lease or the unexpired Sublease Term, (b) obtain any right to enter into any Lea~e or other agreement directly with the Landlord for the Premises or the Subleased Premises, or (c) otherwise remain in possession of any portion of the Subleased Premises, in any case where the Lease is terminated, surrendered or otherwise cancelled, including any disclaimer, repudiario'1s, surrender or other tennination of th~ Lease by a trustee in bankruptcy of the Sublandlord orithe Subtenant, by any court appointed officer or by the Sub landlord or the Subtenant in connection with any insolvency proceedings. \

' i 24. LIMITATION OF LIABILITY j

I

Notwithstanding the terms of the Lease and Sublease, the Sublandlord shall not be responsible in· any way for, and is hereby released and discharged in resp'*t of: (i) any injury to any person (including death) except to the exient directly caused by the negligence or wilful misconduct of the Sublandlord or those for whom it is in law responsible~ or (ii) for any lo~ of or damage to any property within the Subleased Premises or belonging fo the Subtenant or to other occupants of the Subleased Premises or to their respective employees, agents, inv~tces, customers, licensees or other persons from time to time attending at th~ Subleased Premises, howsoever caused, while such person or property is in or about the Lands, the Subleased Premises, the Building, or any areaways, parking areas, lawns, sidewaifs, steps, truck ways, platfonns, corridors, stairways, elevators or escalators in connection therewith, including without

!

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13

limiting the foregoing, any loss of or damage to any property caused by ~heft or breakage, or by steam, water, rain or snow or for any loss or damage caused by or attribut~ble to the condition or arrangements of any electrical or other wiring or for any damage cause~ by smoke or anything done or omitted to be done by any other tenant of premises in the Buildi~g or for any other loss whatsoever with respect to the Leased Premises, goods placed therein or any business carried on therein; provided same was not due to the gross negligence or wili\il misconduct of the Sublandlord or those for whom it is in law responsible. ;

In the event that the Subleased Premises or the Building or any p'art or parts thereof are closed, inaccessible or unusable, or any of the services required tq be provided by the Sublandlord under this Sublease, including, but not limited to, those set o~t under Sections 2 and 4 the Sublease, by reason of damage, power outage, the actions anWor omissions of the telecommunications or internet services providers, necessary repair or by virtue of any other cause or condition whatsoever, whether within or beyond the Subl~ndlord's control, the Sublandlord shall not be liable or responsible in any way for any loss o~ business or any other damage to or loss, direct, indirect, consequential or otherwise sustainpd or suffered by the Subtenant nor shall the Sub-Tenant be entitled to any abatement of Gross F,.ent.

! 24A. INDEMNITY

The Subtenant shall:

(a) be liable to Sublandlord for any and all costs, losses, ~amages and expenses whatsoever which Sublandlord may suffer, sustain, pay or \ncur for any breach of any covenant, term or condition of this Sublease by the Subtenant or those for whom the Subtenant is in law responsible; and in addition, ; .

(b)

4206908_1.l.lOC

indemnify and save hannless Sublandlord from and again~t any and all actions, proceedings, claims, demands, losses, costs, damages and. expenses whatsoever which may be brought against or suffered by Sublandlord or which it may sustain, pny or incur orising from:

I (i) any injury, including death or damages to the person or property of the

Landlord or Sublandlord or any other tenant on the Premises, or any other person rightfully on the Premises or any portion th~reof, where the .injury or dai:nage is caused by the negligence or miscondu¢t of the Subtenant, its officers, servants, agents, invitees or employees, ~my other Petson for whom it is responsible at law, or any other person entering upon the Premises under express or implied invitation of the ~ubtenant or resulting from the violation of laws or ordinances, govenunehtal authorities of any kind or of the provisions of this Sublease by any of t~e foregoing;

~

(ii) the tenancy and occupancy of the Premises; or

(iii) the breach by ihe Subtenant of riny covenant, tem'.i or condition of this Sublease (including the covenants, tenns and condition& in the Lease (other than Rent) concerning or affecting the Pr~mises not otherwise excepted under the tenns of this Sublease; l

I

I !

1----

527

528

14

l

and to reimburse Sublandlord therefor including, without l~mitation, all legal costs and expenses on a substantial indemnity basis. !

i

25. FORCE MAJEURE

Notwithstanding the terms of the Sublease, Section 16.6 of th~ Lease shall apply as between the Sublandlord and the Subtenant with respect to their respectiv~ obligations under this Sublease. · i

26. NOTICE

Any and all notices or demands by and from any of the parties her~to to the other shall be in writing and may be served either personally or by registered mail. Any!such notice:

;

(a) in the case of the Sublandlord shall be delivered to the Sublandl~rd at: Suite 300, 5450 Explorer Drive, Mississauga, Ontario, L4W 5Nl A1TN: Joel Birnbaum. J

;

(b) in the case of the Sub-Tenant shall be served on the Subtenant at die Subleased Premises.

Any party may change the address set out above by appropriate written notice to the other parties. In any case, any such written notice shall be deemed to have been received on the dnte of its delivery or, if mailed, seventy-two (72) hours after the mailing there0f.

27. SCHEDULES

Schedules "A" attached hereto fonn part of this Sublease. The Subtenant acknowledges th al Schedule "A" is not meant to be a replicntiori of the furniture layout in the Subleased Premises. but only included for illustrative purposes and that the final layout of the furniture may differ than what is illustrated therein. The Subtenant acknowledges havuis inspected the leased Premises and the 122 work stations installed by the Sublandlord and agr~s and accepts them as is, where is. !

28. CONFIRMATION i

l

The Sublandlord hereby confirms that the Lease is in full force !and effect, unchanged and unmodified. It is understood and agreed that all terms and expressions when used in this Sublease have the same meaning as they have in the Original Lease wtl4ss otherwise provided herein. The parties further confirm that there are no covenants, repres~ntations, agreements, wWTanties or conditions in any way relating to the subject matter of this agreement expressed or implied, collateral or otherwise, except as expressly set forth herein. '

29. NO AMENDMENT

No subsequent amendment, change or addition to this Sublease or. any Schedules hereto shall be binding upon the Sublandlord and the Subtenant unless same spall be in writing and signed by the Sublandlord and the Subtenant. '

4206908_1.DOC



15

30. NO INVALIDITY

If for any reason any prov1S1on of this Sublease shall be declared invalid or unenforceable,· all other provisions of this Sublease shall not be affected thereby and each provision of this Sublease shall be separately valid and enforceable

31. ENUREMENT ;

This Sublease shall enure to the benefit nnd be binding upon the ~uccessors and assigns of the Sublandlord and the Subtenant. Any assignment by the Sublandlor~ of any of its interests in the Lease operates automatically as an assignment to such assignee! of the benefit of this Sublease and, provided the Sublandlord delivers to the Subtenant an iacknowledgement and agreement from such assignee addressed to the Subtenant confinning th~t the assignee will be bound by and will comply with the obligations of the Sublru1dlord herew}der to the same extent as if the assignee had originally signed this Sublease as Sublandlord, thereafter the Sublandlord shall be released of all liability and obligations under this Sublease. l

! 32. ELECTRICAL AND MECHANICAL EQUIPMENT

Tlu: Sub~Landlord warrants that all mechanical, heating, ventilating, air dondilioning equipment (HVAC), and electrical equipment will be in good working order, nonnal wear and tear excepted, on or before the occupancy date set here in, operating hout'S being Monday to Friday 9am to 9pm, Sunday and Saturday 9am to 5pm. This warranty shall only apply to the state of

· such equipment as at the Commencement Date. '




This Sublease including any Schedules hereto constitutes the e~tire agreement of the Sublandlord and the Subtenant with respect to the subject matter of this! Sublease and all prior negotiations, commitments, representations, warranties and undcrtaki~gs made prior hereto (whether oral or written) are hereby merged. 1

4206908_ l .DOC

529

-··--------+-------------~~

530

16

35. COUNTERPARTS AND FAX

This Sublease may be executed by counterparts and by facsimile 9r e-mail transmission, and if so executed, each document shall be deemed to be an original, shall have the same effect as if all parties had executed the same copy of this Sublease and all of w~ch copies when taken together shaJI constitute one and the same document. Notwithstanding the foregoing, original copies of the Sublease shall be executed and delivered to the Sublandld.rd as soon as possible thereafter. !

36. SHARED ACCESS AND USE

The Sub-Tenant shall have shared access and use of the computer !room currently .located on the 2nd floor of the Building and the building riser room on the 5lh flo9r, for the sole purpose of installing data and telecommunication equipment owned, !eased or cpntrolled by the SubTenant for the purpose of running its call centre located in the Building: provided that access

·.shall be given to two persons nominated by the Subtenant only at any given time. The names, addresses, and copies of the driver's license for each person nominated b)\ the Subtenant shall be provided to the Sublandtord. The location of the computer room is subjec~ to change with at least 30 days notice from the Sublandlord. The relocation will be at the Sub-L~dlord's sole cost.

37. EXCLUSIVE USE

If the Extension Option is exercised, then during the Extension Temt the Sublandlord shall .not pennit any of the premises it has leased in the Building to be subJe~sed to be occupied by any other Subtenant whose primary business is that of a direct competitor to the business pennitted to be carried on by the Subtenant in the Subleased Premises) In the event that any premises in the Building which have been subleased by the Sublandiord is subleased to a Subtenant during the Extension Tenns whose primary business is that of a direct competitor to that of the business permined to be carried on by the Subtennnt in the Subleased Premises, 1hen the Subtenant's sole remedies against the Landlord shall be:

a) To terminate the Sublease; and,

b) Damages limited to the value of any unamortized leasehold improyement of the. Sublease Premises expense incurred by the Subtenant i

SIGNATURE PAGE FOLLOW

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I I I I I

I I I I I I I I I I I I

531

17

IN WITNESS WHEREOF the parties have duly executed this Sublfase.

4206908 _ l.OOC

----------···.

Per:

Name: Title:

I/We have authority to bind tJ!e Corpora/ion

S&P Data L~C. , 1.. / : ,- _,,

Per:~X\ !/( Nam.~ 4~ Title: }/:'t:.t. #.es./'."AL. . ...r--

' Per:

Name: Title:

I/We have the authority to bin_d the Corporation

S&PDATALP

-~~~···· .-··-: //. ,/" Per: \.. / i /'/:· ·

••··• I •"

Nam.

Title:

Per:

Name: Title:

.... ····----··--·--··· ... ···-··-··-----J. -------------

532

18

SCHEDUL.E "A"

FLOOR PLAN.SHOWING SUBLEASED PREMISES AND APPRO*IMATE LOCATION OF .FURNITURE;

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I I I I I I I I I I I I I I I I I I 1--·----- ·----·······-···········-·-··· ··-·· .. . . ...... -- . ··-". ······-·- ...... ---·-·-

533

I I I I I I I . I I I I I I I I I I I I .

I ,·


OFFER TO SUB-LEAsE

Date: February 12, 2015

To: Tmvclbruad3 Inc. ("Sub-Landlord")

From: BirmingJ11un College ofC.anada. t•Sib-T~ ")

further Co our discussions lo date we wish to confirm the agrccmenl lo Sub· Lease between Sub-Landlord and Sub-Tenant on the following tenns and conditions:

Premises: Approximately 12,753 llqllarC Ceet as shown hatched Oil the plan attached hereto u Schedule "B" having a cMc address .of 15 Eglinton Aw East, Toronto, ON, M4P 2Z9 (the "Premises") in lhe building (the "Bulldi111"} located on che scvenlh (7th) floor. Rent shall be calculated based upon the rentablc 111ca of the Prcmim as catificd by Sub-Landlord's architect.

lnirial Tcmi: Three (3) momhs bqinniog on lhe Sub-Lease Commencement Date (die '7erm").

Sub-Lease Commencement Date: March 1111, 2015

Sub-Lease Termination Oa~ May 31•, 2015

leoa Coaunc:nccmcnt Date: - Oross Rent plus any applicable HST tllcreon, shall be payable by SubTenant monthly fa advance on the firat doy of e11ch month.

Gross Rent:

Uelivcry of Prcmi~

Building and Suite Acc~r:

Sublease Agreement:

T.enaot

·1!~.1 ·rr., -~ .

Monlh(s) Gross Rcnl Eslimated Oross P" SmlAl"t! foot Rcut Per Month

3 S35.00 $37,196.25

\k~~ The Sub-1...andlord will deliver the Prenll$ei 10 $.WI-Tenant in en 'as-ls' condil.!on no later than February 27, 2015 _., I·' "i rt (lhe. "DcUvery . Date"). The Sublcn11nt ~hall ti.Ve access and use of ,11 tumilure l'l'.ii" lhc · J>cemi,se.s throughout ~ ·Jc.ngth of the term. ~

• ~cJA.tfo)~ 8V&llJ25' flouRS 1....:-/ J

The building .lobby shall be open' and accessible wi1hou1 fo~ ac;c~s 1broughou1 the length of*e term. A phone sh~ll be provided in the building lobby for lhe purpose of alJowing S1,1btenant guest lhc abilil)' to contact the Subtenant upon arrival The Subtenaril i11io\I bC, provided pass cards for ace~ to the J>"remises if requited,

The Sub-1.andlo;>rd and the Sub-Tenant will if J'C41uircd enter into a formal Sublca.~e a~t within three (3) business days of acceptance of thi' Offeito Sub-Lease.

Alexandra Cozart 4166433426

Fax: 416 777 2277

[email protected]

I __ _

534

535

OFF.ER TOlEAS£

Head Landlord ApprO'Ylll:

HST:

Interpretation:

lrrevoc.abilhy:

Page2

The premises may be used for any lawful purpose. Tho ialended use is an educational facility. Su'b-landlord wamicts that theze uc DO ~strictive covenants prohibiring such ~ Sllb-Landlord further n:p1cs~ and war111111s that the zoning by-laws appllcable to the Premises permit the use of the Premises for the pwpose of an educatiODBl &cility.

Upon unconditional aceeptanco of this Offer, a dieque (or 2 months rent plus HST (lhc "Deposit") payable to the Sub-landlord.

This agn:cmc:nt arising from the acceptance of this Offrz to Sub-Lc&c is c:onditional upon the approval of the Head l.andlcn"d.

Unless otherwise aolcd. amounts quoted in this proposal do not include Harmonized Sales Tax

This Offet shall be governed and controlled by, and interpreted under, the laws of the Province of Ontario and the federal liiws o( C1111ada applicable lhe~in, illld shall be binding upon llu: sipatories hereto and their re;pcctivc suceessors and assigns (including any transferees of tho Premises) ~

-/V~MJ I .

This Offer shall be irrcvOQblc by Sub-Te11ant until S:OO p.m. on FMe:r- '@) February 17,,, 20JS. If Sub-Teu1111t does n~ receive at i1s address hereinafter set forth a copy of this Offer duly executed and accepted by Sub· Landlord prior to such 1imo, !his Offer shall be null and void wil!tolll fritt delay or notice.

Read and agreed co lhis _J_~t'\ day ol ~-. _ _, 20.lf__

Read and agreed to this~- da~ of f. E: 0-. W 4.

/f'fA fB:f> c:IY) ~

6JRMINOHAM COLLE0.6 0.F CANADA £. ~ l'cr: ~1."'C""'f+.~

Nome: <·

Title: N\Pc NA.61£·~

Ale1U1ndra Cozart

4166433426

Fax: 416 777 2277

al.eli!n.~~..;@(O.lli!:r.$..J9..l!I



i:enant

..

n

Landlord

SCHEDULE "A"

Alexandra Cozart

4166433426

Fax: 4161n 22n [email protected]

536

- . . @3!"7..¥: r 2 _s

53.7.

SCHEDULE "B"

Sub-Landlords· Building Improvement Program

During the Term, the ~ub-Landlord may require access to and through the Premises as shown on

Schedule "A" attached, to undertake certain work relating to the buildings infrastructure. The Sub

Landlord will co-crdinate with and communicate these incursions with the Sub-Tenant to minimize anv minor disruption that may occur. The Sub-Landlord will, where possible:and reasonable, schedule any work it feels disruptive after business hours. The Sub-Landlord does not anticipate any significant disruption form this work.



·.·

.. .IL ..

THIS DRAFT CONTAINS A S£CUR1T"f WATERMARK ON RtVERSE • HOLO AT N-1 '1t1Clt; TO VICW lE VH\SlJ tE Ctnl: lRtillt A E'lE FlUCTU'1N~ .Q. DtS flN'S DE SlCURill. lA U:NrR EN AJICLE PllUR U CD"'SlAlE.a HSBC ID CANADIAN DOLLAR BANK DRAFT

HSBC Bank Canada TRAITE BANCAIRE EN DOLLARS CANADIENS Banque HSBC Canada ·2o·~EGL!NTON AVENUE'·WEST TORONTO ·ON !M4R · 11<8

! !

I ,

PAY TO THE ORDER OF PAYEZ A L'ORDRE DE

TRAVELBRANDS INC

CAO BGHTY FOUR THOUSAND SIXTY THREE .53 ONLY

I I /

538

2 0 1 5 0 2 2 6

DATE Y/A M/M D/J

$ "84,063.53

TABT ..


THIS IS EXHIBIT "T" TO THE AFFIDAVIT OF


539


MEMORANDUM OF AGREEMENT OF LEASE ENTERED INTO AT THE CITY AND DISTRICT OF MONTREAL IN THE PROVINCE OF QUEBEC ON THE DAV OF MARCH, 2009 (hereinafter referred to as the "Lease").

BY AND BETWEEN:

AND

AND:

MBOOCS_ 4287933. 7

PENGUV PROPERTIES, LIMITED PARTNERSHIP, an Ontario limited partnership, acting by its general partner, PENGUV PROPERTIES INC., a corporation duly incorporated according to law and herein represented by Daniel Peritz, its Representative duly authorized by a resolution of the sole director of the general partner whereof a certified true copy is attached to this Lease as Schedule "I";

PENGUV PROPERTIES INC., a corporation duly incorporated according to law and herein represented by Daniel Peritz, its Representative duly authorized duly authorized by a resolution of its sole director whereof a certified true copy is attached to this Lease as Schedule "I'';

(hereinafter collectively .referred to as the "Landlord")

THOMAS COOK CANADA INC., a legal person, duly incorporated according to law and having an office in the City of Montreal, Province of Quebec, herein acting- and represented by Dean Moore, its Chief Operating Officer duly authorized by a resolution of the Board of Directors whereof a certified true extract is attached to this Lease as Schedule "I";

(hereinafter referred to as the ''Tenant")

Initials

Landlord

540

541 I OFFICE LEASE

I SECTION I DEFINITIONS .......................................................................................... 3 I

(a) Additional Rent ............................................................................................................... 3

(b) Address for Notices ........................................................................................................ 3

(c) Base Rent. ..................................... , ................................................................................ 3 I (d) Building .......................................................................................................................... 3

(e) Business Days ................................................................................................................ 3

(t) Business Hours ............................................................................................................... 3 I (g) Commencement Date ......................................................................... : ........................... 3

(h) Common Areas and Facilities .. .-...................................................................................... 3

(i) DELETED INTENTIONALLY .......................................................................................... 3 I U) Environmental Laws ........................................................................................................ 3

(k) Governmental Authority .................................................................................................. 3

(I) Hazardous Substance ..................................................................................................... 3 I (m) Land .............................................................................................................................. 3

(n) Landlord ......................................................................................................................... 3 I (o) Lease Year ..................................................................................................................... 3

(q) Office Component. .......................................................................................................... 3

(r) Operating Expenses ........................................................................................................ 3 I (s) Premises ........................................................................................................................ 3

(t) Proportionate Share ........................................................................................................ 3

(u) Real Estate Broker ......................................................................................................... 3 I (v) Real Estate Taxes .......................................................................................................... 3

(w) Rent ............................................................................................................................... 3

(x) Retail Component ........................................................................................................... 3 I (y) Site ................................................................................................................................. 3

(z) Schedules ....................................................................................................................... 3

(aa) Security Deposit ........................................................................................................... 3 I (bb) Tax on Capital ........................................................................................................ -...... 3

(cc) Term ............................................................................................................................. 3

(dd) Termination Date .......................................................................................................... 3 I

SECTION II LEASE ..................................................................................................... 3 I SECTION Ill TERMINATION ........................................................................................ 3

SECTION IV BASE RENT AL ........................................................................................ 3 I SECTION V NET RENTALS ........................................................................................ 3

SECTION VI REAL ESTATE TAXES, TAX ON CAPITAL AND OPERATING I EXPENSES .............................................................................................. 3

MBDOCS_4287933.7

I Initials

Landlord

I I

I 542

I SECTION VII

SECTION VIII

USE OF PREMISES .............................................................. : .............•... 3

UTILITIES AND ADDITIONAL CHARGES .............................................. 3

(a) Business Hours .............................................................................................................. 3 I SECTION IX SERVICES ............................................................................................... 3

(b) Cleaning ......................................................................................................................... 3

(c) Heating ........................................................................................................................... 3 I (e) Elevators ........................................................................................................................ 3

(f) Lighting ............................................................................................................................ 3

(g) Public Washrooms and Facilities .......... : ......................................................................... 3 I SECTION X SECURITV ......•.•.............................••...••......................••....•...............•..... 3

I SECTION XI ASSIGNMENT AND SUBLETTING ......................................................... 3

I SECTION XII

SECTION XIII

READINESS FOR OCCUPATION ........................................................... 3

TENANT CARE .................••........•........•.•.••...........••.......•....•..........•.....•.. 3

I SECTION XIV ALTERATIONS, ADDITIONS, IMPROVEMENTS AND REPAIRS .......... 3

SECTION XV LANDLORD REPAIRS ............•..•.......•.••......•...•..•••.......••....•................... 3

I SE~TIONXVI ACCESS TO PREMISES •.................•••••••....•..........•..•...•...•...............•...•. 3

I SECTION XVII

SECTION XVIII

PROTECTION OF EQUIPMENT .•....•••.................••..........•.....•...•.......•..... 3

COMPLIANCE WITH LAWS AND INDEMNIFICATION ........................... 3

I SECTION XIX SECURITV ••........................••..•........................•....................•••..•............• 3

SECTION XX FIRE AND DESTRUCTION OF PREMISES ............................................. 3

I SECTIONXXI NON-RESPONSIBILITY OF LANDLORD ..........••...•..............•.......•••....... 3

SECTIONXXll INSURANCE .•..•.................. ; •................••............••.•••......•.................••..•.. 3

I SECTION XXlll DEFAULT .................•.........•.............•.••••••......•.......•..••.....•...........•...••..... 3

I SECTION XXIV

SECTIONXXV

MODIFICATIONS ••...••.•.......•..................•••.•..... ~·······································3

ADDITIONAL PROVISIONS ...............•••..•••......•••..••.••..•.••.•........•....•....... 3

(a) Landlord ......................................................................................................................... 3

(b) Amendment of Lease ..................................................................................................... 3 I (d) Late Payments ............................................................................................................... 3

(e) Tenant ............................................................................................................................ 3

(f) Brokerage Commission .............................................................. , .............................. : ..... 3 I I

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543 I (g) Notices and Demands .................................................................................................... 3

(h) Publication of Lease ......................................................... : ............................................. 3 I (i) Prior Agreements ............................................................................................................. 3

U) Rights Cumulative ........................................................................................................... 3

(k) Performance by the Landlord .......................................................................................... 3 I (I) Severability ...................................................................................................................... 3

(m) Governing Law .............................................................................................................. 3

(n) Captions ......................................................................................................................... 3 I (o) Time of the Essence ....................................................................................................... 3

(p) Freely Negotiated ........................................................................................................... 3

(q) Waivers .......................................................................................................................... 3 I (r) No Recourse to Partners ................................................................................................. 3

SECTION XXVI RULES AND REGULATIONS .................................................................. 3 I SECTION XXVll MORTGAGES .......................................................................................... 3

SECTION XXVlll SCHEDULES ........................................................................................... 3 I SECTION XXIX ENGLISH LANGUAGE ............................................................................ 3 I

I I I I I I I I

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SECTION I DEFINITIONS

1.01 As used herein, the following expressions shall have the f~llowing meanings:

(a)

(b)

(c)

(d)

Additional Rent: Subject to the provisions of subsection 5.03, all sums of money, other than. Base Rent, which are required to be paid by the Tenant pursuant to any provision of this Lease including, without limitation, the Tenant's Proportionate Share of the Real Estate Taxes, Operating Expenses and Tax on Capital.

Address for Notices: for the purpose of all notices to the Landlord, the Landlord's address is:

2000 Peel Street, Suite 900, Montreal, Quebec H3A 2W5 Attention: The President

With a copy to:

2000 Peel Street, Suite 900 Montreal, Quebec H3A 2W5 Attention: General Counsel

for the purpose of all notices to the Tenant prior to and after the Commencement Date, the Tenant's address is:

75 E§liA§lsA Ejii" ··1-o.v ~ Nr Toronto, Ontario-M4P 3A4 Attention: Chief Financial Officer

Notwithstanding the foregoing, either of the parties may notify the other of a change of address in which event all notices shall thereafter be sent to the last address of which notice is given.

Base Rent

Subject to Section 4 of Schedule "F" hereof:

(i)

(ii)

(iii)

(iv)

(v)

from the Commencement Date until May 31, 2010, an annual rental of Five Dollars and Eighty-Six Cents ($5.86) per square foot of the rentable area of the Premises per annum;

from June 1, 2010 until May 31, 2012, an annual rental of Eight Dollars and Eighty-Six Cents ($8.86) per square foot of the rentable area of the Premises per annum;

from June 1, 2012 until May 31, 2014, an annual rental of Ten Dollars- and Eighty-Six Cents ($10.86) per square foot of the rentable area of the Premises per annum;

from June 1, 2014 until May 31, 2019, an annual rental of Fourteen Dollars and Fifty-Nine Cents ($14.59) per square foot of the rentable area of the Premises per annum;

from June 1, 2019 until May 31, 2024, a~ annual rental of Fifteen Dollars and Fifty-Nine Cents ($15.59) per square foot of the rentable area of the Premises per annum;

Building: the building consisting of the Retail Component and the Office Component bearing civic address 1257-1259 Guy Street in the City of Montreal, and all structures and improvements relating thereto, including without limitation Landlord's equipment, systems and fixtures therein.

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545 (e)

(f)

(g)

Business Days: Mondays to Fridays inclusive, legal and statutory holidays in the City of Montreal excepted. ,

Business Hours: 8:00 A.M. to 6:00 P.M. during Business Days or such other times as may be designated by Landlord from time to time.

Commencement Date: 1st day of June 2009.

Notwithstanding the foregoing, should the Landlord's Work be substantially completed on a date which is later than June 1, 2009, the Commencement Date will be postponed to the date on which the Landlord's Work is substantially completed and the Premises are delivered to the Tenant. Provided however that if substantial completion of Landlord's Work occurs after June 1, 2009 and such delay is attributable, in whole or in part, to the Tenant, then the Commencement Date will be postponed but only to the extent (if any) that such delay is not attributable to the Tenant. Should the Landlord, acting reasonably, determine that an act or omission of the Tenant is delaying or will delay the Landlord in the substantial completion of Landlord's Work, Landlord must advise Tenant in writing within forty-eight (48) hours of such determination, specifying such act or omission and the anticipated delay that will result in the substantial completion of the Landlord's Work, failing which such delay will not be attributable to the Tenant for the purposes of the Commencement Date.

(h) Common Areas and Facilities: (a) the Land and the Building excluding only rentable areas and storage areas and including without limitation, (i) all areas, facilities, structures, systems, improvements, movables, furniture, fixtures and equipment forming part of, located in or located on the Land or the Building; (ii) all parking areas and facilities, if any, and all other similar service areas and facilities, if any, whether or not leased from time to time; (b) all lands, areas, facilities, roadways, passages, improvements, structures, movables, furniture, fixtures and equipment serving or benefiting the Land and/or the Building, whether or not located upon or within the Land or the Building and whether alone or in common with properties other than the Land and the Building, to the extent that any of the lands, areas and facilities referred to in sub-paragraphs (a) and (b) hereof are designated or intended by Landlord to be part of the Common Areas and Facilities from time to time. Landlord shall have the right to designate, amend and redesignate the Common Areas and Facilities from time to time.

(i) DELETED INTENTIONALL V.

0) Environmental Laws: all federal, provincial and municipal laws, regulations, by-laws, standards, requirements, ordinances, codes, policies, guidelines, orders, notices, permits and directives pertaining to the protection, conservation, utilization, impairment or degradation of the environment in effect from time to time.

(k) Governmental Authority: any federal, provincial or municipal parliament, legislature, or any regulatory agency, ministry, department, commission or board, or any court or any other law, regulation or rule-marking entity, having or purporting to have jurisdiction, or any person purporting to act under the authority of any of the foregoing or any other authority charged with the administration or enforcement of Environmental Laws.

(I) Hazardous Substance: any substance or material whose release, use, storage, or handling is regulated or prohibited by any Governmental Authority under any Environmental Laws, including, without limiting the generality of the foregoing, any contaminant, pollutant, deleterious substance, inflammable liquid, chemical, explosive material or material which may impair, any petroleum or other hydrocarbon and any derivative or by-product thereof , any dangerous substance or goods, asbestos, any gaseous, solid or liquid waste, any special waste, toxic or hazardous substance or chemical, any hazardous waste, material or substance, whether in fact or as defined in or pursuant to any Environmental Laws.

(m) Land: that certain emplacement more fully described in Schedule "A".

(n) Landlord: the named Landlord and any underlying beneficial owner or owners of the Land and Building.

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(o)

(p)

(q)

(r)

(s)

(t)

(u)

Landlord's Architect: an independent professionally accredited architect appointed by the Landlord who is at arm's length with the Landlord. ,

Landlord's Work: has the meaning ascribed to it in subsection 14.01.

Lease Year: in respect of the first Lease Year, the period of time commencing on the Commencement Date and expiring on the last day of the month of December next following; thereafter, each Lease Year shall consist of consecutive periods of twelve (12) calendar months. However, the last Lease Year shall terminate upon the expiration of the Term or earlier termination of this Lease, as the case may be. Landlord may in its discretion change the Lease Year from time to time provided that such change will not increase Tenant's liability for any amounts payable pursuant to this Lease.

DELETED INTENTIONALLY.

DELETED INTENTIONALLY.

Office Component: all portions of the Building which Landlord designates from time to time to be leased exclusively for general office purposes, which as of the date of this Lease, comprises the second and third floors of the Building, as well as the Common Areas and Facilities located in or designated by Landlord from time to time as forming part of such areas, including without limitation the Building entrance areas on the ground floor of the Building, the passenger and freight elevators providing access to and from the Premises and mechanical rooms.

Operating Expenses: all costs, charges, impositions, expenses and outlays incurred in connection with the operation, maintenance, repair, renovation, replacement, insuring, management or administration of the Site calculated in accordance with Canadian generally accepted accounting principles. By way of example only, but without limiting the generality of the foregoing, Operating Expenses shall include the following:

(i) heating, ventilating and air-conditioning costs, maintenance, repairs and replacements;

(ii) an administration fee of fifteen percent (15%) of the aggregate of the Operating Expenses (excluding the administration fee) and Tax on Capital;

(iii) salaries, wages, medical, surgical, general welfare benefits (including group life insurance and pension payments), payroll taxes, worker's compensation insurance contributions and unemployment insurance contributions for the employees of the Landlord (including the Site manager{s) but excluding all executive personnel of the Landlord) engaged in the operation, administration, maintenance and repair of the Site (provided that the costs related to any employees including any site manager who doesn't devote all of his/her time to the Site, shall be allocated on a reasonable basis to the Site and to the other properties under their responsibility), security personnel and systems;

(iv)· electricity (except as charged separately to tenants), fuel, water (including sewer rental) and other utilities, taxes, licenses and fees;

(v) insurance costs, premiums and deductible payments in respect of fire, casualty, liability, property damage, boiler, Joss of rental and such other form or forms of insurance relating lo the Site from time to time in effect;

(vi) cleaning, supervision, maintenance, operation and repair costs, expenses and charges relating to the Site (including, without limitation, the roof and all components thereof, including without limitation the roof membrane, the elevators, the garage and parking facilities, if any, (including the management and control thereof), and other Common Areas and Facilities) and the equipment, systems and fixtures therein and the making of all necessary repairs, modifications, renovations or replacements therein and thereto;

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(viii) equipment rental;

' (ix) the gross rental value (base rent and additional rent ) for Landlord's management

and administration office as well as any space intended or designated from time to time by Landlord for use of a hospitality/service centre, conference centre, day-care centre or any like services;

(x) depreciation of machinery, equipment, facilities and systems which by their nature require periodic replacement;

(xi) cleaning of windows and exterior curtain walls;

(xii) cleaning and maintenance of grounds (including snow removal), gardening and landscaping;

(xiii) garbage and waste collection and disposal, if any;

(xiv) amounts payable pursuant to service contracts with indep.endent contractors for maintenance, elevators, cleaning, refuse removal, security operations and repairs;

(xv) expenditures relating to energy conservation measures or programs;

(xvi) legal and accounting fees and expenses pertaining to services performed relating to the Site (other than services in respect of leasing, marketing or mortgaging).

Items included in Operating Expenses, which in accordance with generally accepted accounting principles are of a capital nature, shall be amortized over the useful life of the expenditure in question, it being understood that only the annual amortized portion plus interest on the unamortized portion of the capital expenditure at the prime rate quoted by Landlord's principal lender consisting of a Canadian Schedule I Bank on the first day of each fiscal year adopted by Landlord for the operation of the Site plus two percent (2%) will be included in Operating Expenses for each year.

Operating Expenses shall not include:

(xvii) capital and interest payments due under any loan whether or not secured by hypothecs or other security affecting the Site;

(xviii) Goods and Services Tax, Quebec Sales Tax and any other similar tax for which Landlord is entitled to receive an input tax credit;

(xix) depreciation of the Building or its original components;

(xx) the cost of any repairs or replacements of a non-recurring nature to the structure of the Building, including, without limiting the generality of the foregoing, the footings, foundations, structural columns and beams, structural sub-floors, bearing walls, structural elements of the exterior walls and the roof deck;

(xxi) any costs incurred for repairs or replacements necessitated by the fault of Landlord or those for whom Landlord is at law responsible;

(xxii) any cost incurred to provide a special benefit, goods or materials to any tenant or tenants of the Building which are not provided or otherwise made available to the Tenarit, and any other cost directly chargeable to any tenant or tenants of the Building or provided in their respective premises;

(xxiii) fees associated with marketing, brokering, space planning, tenant allowances, rent-free periods, market studies and publicity, legal and other expenses of a similar nature incurred for the negotiation of tenants' leases, including this Lease;

(xxiv) costs of painting, decorating and improvements to rentable premises other than the Building management office;

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(v)

(w)

(xxv) emphyteutic rent, and land lease payments payable in respect of the Land;

(xxvi) bad debts, loss of rentals and other similar costs;

(xxvil) costs, penalties or fines incurred as a consequence of any default by Landlord to fulfill its obligations to third parties or to comply with all applicable laws, ordinances, rules and regulations in effect;

(xxviii) Landlord's income, corporation, profits, capital gains, gift, succession, inheritance and other taxes personal to Landlord, with the exception of Tax on Capital;

(xxix) any profit, mark-up or duplication of any item of Operating Expenses, provided, howev~r, that the exclusion contemplated in this sub-paragraph ((xxix)) shall not

. in any way restrict Landlord's entitlement to the full amounts of administration fee contemplated in this paragraph 1.01 (u)(ii);

(xxx) costs and expenses incurred in connection with the repair, closure, detoxification, decontamination or other clean-up of the Site recommended or required as a result of the presence or effects of any Hazardous Substance;

(xxxi) costs incurred as a result of any act, omission, default or negligence of other tenants;

(xxxii) all costs and expenses which result from or are necessitated by inherent structural defects or weaknesses, faulty construction, improper materials and workmanship;

(xxxiii) insurance deductibles in excess of $10,000.00;

(xxxiv) management fees save for the administration fee hereinabove provided for; and

(xxxv) any expenses paid to entities related to Landlord in excess of market.rate.

There shall be deducted from Operating Expenses any of the following amounts but only to the extent they have previously been included therein:

(i) any item for which Landlord is compensated by insurance;

(ii)

(iii)

any item which Landlord has recovered under a legal or contractual warranty;

costs recovered from tenants or others, otherwise than through a general contribution by tenants.to their shares of Operating Expenses.

Premises: that certain space containing approximately forty-two thousand six hundred and fifty (42,650) square feet of rentable area (as such expression is determined by 1996 BOMA standards for measuring office space in office buildings) substantially as shown outlined in red on the floor plan(s) hereto attached as Schedule "B'~ and comprised of the following:

(i)

(ii)

twenty-two thousand three hundred and eighty-five (22,385) square feet consisting of all of the rentable area located on the 2nd floor of the Building;

twenty thousand two hundred and sixty-five (20,265) square feet consisting of all of the rentable area located on the 3rd floor of the Building.

Proportionate Share: means with respect to the Operating Expenses 100% of the Operating Expenses allocated to the Office Component in accordance with subsection 6.07 hereof and with respect to Real Estate Taxes and Tax on Capital, 50% for the first three (3) years of the Term and thereafter, subject to the provisions of subsection 2.03 hereof, fifty-eight point fifty-eight percent (58.58%) for the balance of the Term (the calculation of 58.58% having been based on a fraction, the numerator of which is the

r€h.-fu.Ca/e GRb:ll. area of the Premises and the denominator of which is the rentable area of the _a Building.

~ -5""'~ """""-"-'

Landlord

ln/Jlals

548

549

(x)

(y)

Real Estate Broker: Cushman Wakefield LePage, represented by Pierre Beaudry.

Real Estate Taxes: all taxes, surtaxes, non-residential' surtaxes, charges, rates and assessments, general or special, or any other taxes, rates, assessments, levies and impositions which are now or which may ever be levied against the Site or the revenues therefrom, for municipal, urban community, school, public betterment, general, local improvement or other purposes and including without limitation all fees, rents and levies for air rights and encroachments on or over municipal property imposed or assessed against the Land and/or the Building or the Landlord. If the system of taxation now in effect is altered and any new tax or levy is imposed or levied upon the Site or any portion thereof and/or the owner thereof and/or the revenues therefrom in substitution for or in addition to all taxes presently levied or imposed upon immovables, the expression "Real Estate Taxes" shall include such new tax or levy. If the taxing authorities shall at any time eliminate any tax, rate, assessment or imposition which compose part of the Real Estate Taxes, Landlord shall eliminate same from the definition of Real Estate Taxes. If the Building has not been taxed as a completed and fully occupied building for any tax year during the Term, the Real Estate Taxes will be determined by the Landlord as if the Building had been taxed as a completed building fully occupied by commercial tenants for any such tax year.

(z) Rent: Base Rent and Additional Rent.

(aa)

(bb)

(cc)

(dd)

(ee)

(ff)

(gg)

Retail Component: all portions of the Building which Landlord designates from time to time to be leased exclusively for retail and/or service purposes, as well as the Common Areas and Facilities located in or designated by Landlord from time to time as forming part of such areas.

Site: the Land, Building and Common Areas and Facilities.

Schedules: the following Schedules are attached hereto: "A" - Land Description, "B" -Premises Description, "C" - Landlord's Work, "D" - Building Minimum Standards for Tenant Finishes, "C-1" - Plan of Landlord's Work, "E" - Telecommunications and Cabling Policies, "F" - Special Conditions, "G" - Rules and Regulations, "H" - Agreement regarding Letter of Credit, "I" - Resolutions.

Security: a Jetter of credit in the original amount of ONE MILLION DOLLARS ($1,000,000.00) subject to the provisions of Section XIX of this Lease.

Tax on Capital: collectively, all taxes wholly or partially based upon or computed as a function of the capital employed in respect of the Site, levied or imposed, from time to time, upon the Landlord or the owners of the Site (including, without limitation, any person, firm, partner, partnership or corporation, or any groups or combination of them as a result of its or their interest in the Site) from time to time, whether such taxes and excises are characterized as a tax on capital, large corporations tax or otherwise. The criteria used to determine what constitutes such capital will be based upon the criteria in force and effect, from time to time, under the relevant legislation under which each such tax is levied or imposed. If the Landlord owns more than one property, the amount of such taxes will be determined as if the Site were the only immovable property of the Landlord.

T~rm: the period commencing on the Commencement Date and terminating on the Termination Date.

Termination Date : The day immediately preceding the fifteen (151h) anniversary of the Commencement Date. '

SECTION II LEASE

2.01 Landlord does hereby lease the Premises to the Tenant for the Term. The Tenant shall have exclusive use and enjoyment of the Office Component save for main entrance of Building situated on Guy Street and subject to Section 9 of Schedule "P'.

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2.02 Save only for Landlord's Work, Tenant accepts the Premises "as is" and in their present state and condition. ,

2.03 Within thirty (30) days from the Commencement Date, the Landlord, at its cost, shall cause the Landlord's Architect to measure the Premises in accordance with the Standard Method .tor Measuring Floor Area in Office Buildings, ANSl/BOMA Z65.1-1996 and to prepare and dehver to Tenant a certificate certifying such measurement. The measurement of the Premises for all purposes hereof shall be adjusted retroactively to the Commencement Date based on such certificate, absent any manifest error.

SECTION Ill TERMINATION

3.01 Unless sooner terminated pursuant to the provisions hereof, this Lease shall terminate without notice or demand therefor being necessary on the Termination Date. Should the Tenant remain in occupation of the Premises after the expiration of the Lease without having executed a new written lease with the Landlord, such holding over shall not constitute a renewal or extension of this Lease. In such event, the Landlord may, at its option, elect to treat the Tenant as one who has not removed at the end of the Term and the Landlord shall be entitled to all remedies against the Tenant provided by law in that situation, or the Landlord may elect, at its option, to construe such holding over as a tenancy from month to month subject to all the terms and conditions of this Lease save as to its duration and save that the Base Rent payable pursuant to Section IV hereof shall be two (2) times the Base Rent payable in the preceding year.

SECTION IV BASE RENTAL

4.01 Tenant covenants and agrees to pay the Base Rent to the Landlord in equal, consecutive, monthly instalments, in advance on the first day of each calendar month. In the event the Term begins on any day of the month other than the first day, any Base Rent or other amount payable hereunder for such month and for the last month of the Term shall be calculated on a Qfil diem basis and paid in advance.

4.02 The Base Rent shall be payable in lawful money of Canada to Landlord at its offices in Montreal or at such other place or to such other person as may be specified from time to time by Landlord without any demand therefore being necessary, the whole without set-off, reduction, deduction, diminution or compensation whatsoever.

SECTION V NET RENTALS

5.01 Tenant acknowledges that the Base Rent shall be absolutely net to the Landlord; save only as herein expressly set forth, Landlord shall not be responsible for any costs, charges, impositions, expenses or outlays of any nature or kind whatsoever arising from or relating to the Premises, the contents thereof, or the business carried on therein, and Tenant shall pay all such costs, charges, impositions, expenses and outlays .of every nature and kind (including such as may be incurred by or paid for by Landlord on its behalf) to Landlord's complete and entire exoneration as well as Tenant's Proportionate Share of the Real Estate Taxes, Tax on Capital and Operating Expenses as hereinafter set forth.

5.02 Tenant shall not be responsible for the payment· of Landlord's income taxes (except for Tax on Capital to the extent herein mentioned) and Tenant shall not be responsible for the payment of principal or interest due under any loan whether or not secured by a hypothec or other security affecting the Site.

5.03 Tenant shall pay to Landlord an amount equal to all taxes imposed on Tenant and required by law to be remitted by Landlord with respect to Base Rent or any amounts of Additional Rent payable by Tenant to Landlord under this Lease, whether characterized as a goods and services tax, sales tax, value added tax or otherwise, so that Landlord shall be fully reimbursed by Tenant with respect to all such taxes. The amount of such taxes as calculated by Landlord shall be paid by Tenant to Landlord at the same time as the amounts to which such taxes apply are payable in accordance with the provisions of this Lease. Notwithstanding any

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551 other provision of this Lease, the amounts payable by Tenant pursuant to this subsection 5.03 sh~ll be ~eemed not to be Rent but Landlord shall have the sam,e recourses in respect thereof as 1t has m respect of Re~able under this Lease.

SECTION VI ~ ~L ESTATE T TAX ON CAPITAL AND OPERATING fJ-,,.~•"rlt~ EXPENSES ., ~ qs ConfeM?,!cdd:( 1,~ 4.ci / S'f"'c frcn J. 01 ('v.)

6.01 The Land!ord and Ten~ntJconfirm that Landlor ' allocation of Real Estate Taxes and Tax on Capital to the Off1ee SeR11'0F1e11t is a fair and equitable allocation. The Landlord's determination made in accordance with the foregoing shall be final and binding on the parties. Throughout the Term, any renewal thereof and/or holding over thereunder, the Tenant shall pay as Additional Rent the Tenant's Proportionate Share of Real Estate Taxes and Tax on Capital

'A r'3es thus al.located to the,t,.G4fi6e S .n 1300001 of tl<ie Baildil 19. During the first and last years of the Term (1n the event same comprise less than complete tax years), the amount Tenant is required to pay pursuant to the provisions hereof shall be subject to .Qfil diem adjustments.

6.02 On or about the Commencement Date, the Landlord shall invoice the Tenant for the Tenant's Proportionate Share of the Real Estate Taxes for the then current tax year(s) and the Tenant shall remit the said amount to the Landlord five (5) days prior to the date the payment is due to the taxing authority. For the subsequent years of the Term, the Landlord shall invoice the Tenant its Proportionate Share of Real Estate Taxes upon receipt of the actual bills and Tenant shall remit payment to the Landlord five (5) days prior to the due date on which the instalments for Real Estate Taxes are payable by the Landlord to the relevant taxing authority.

6.03 DELETED INTENTIONALLY.

6.04 Any reasonable expenses incurred by the Landlord in obtaining or attempting to obtain a reduction of Real Estate Taxes shall be added to and included in the computation of Operating Expenses. Jn the event that the Tenant shall have paid its Proportionate Share of Real Estate Taxes pursuant to this Section VI and the Landlord shall thereafter receive a refund of any portion thereof, the Landlord shall pay to the Tenant its Proportionate Share of such refund. However, refunds of Real Estate Taxes for vacant premises or resulting from reductions of such taxes attributable to there being or having been vacant space in the Building or subsidies for vacant space shall not be deducted from or otherwise reduce Real Estate Taxes and the amounts of any credits (applicable against Real Estate Taxes or other indebtedness) o~ reductions or subsidies of such taxes for vacant premises attributable to there being or having been vacant space in the Building shall be included in Real Estate Taxes as if such credits or reductions or subsidies had not been granted, it being the intention of the parties that such refunds, credits, reductions and subsidies shall be for the sole benefit of the Landlord. Notwithstanding anything herein to the contrary, in the event that the Landlord obtains a refund . J for Real Estate Taxes for vacant premises or a reduction thereof resulting from such vacant 4.11~ space in the Building or subsidies for v~cant space a.nd the Landlord notwit~stan~ing th~t the f JO/ f r premises have been abandoned continues to receive payment of rent (including, without t:stail, limitation, a proportionate share of Operating Expenses! in the case of a net lease) for such ·r ... vacant space, then in such event, the Landlord agrees to deduct such refund or otherwis~ \. c. JNj,.'

. reduce the Real Estate Taxes and such credits or reductions or subsidies shall thereby benefi~ " the Tenant to the extent of Tenant's Proportionate Share of Real Estate Taxes thereof.

6.05 Should the taxation authorities at any time attribute any part of the Real Estate Taxes to the Premises or the improvements therein, the Landlord may, on the condition. that insofar as the Tenant is concerned, it treats the parts of the Real Estate Taxes so attributed to the premises of other tenants in the Building on the same basis, cause the Tenant to pay for same in addition to Tenant's Proportionate Share of the Real Estate Taxes (to be deducted from the said Real Estate Taxes the amount, if any, directly attributed by the taxation authorities to other premises or tenant improvements in the Building), the whole in the manner and subject to the conditions hereinabove set forth. However, any attributions by the taxation authorities of proportions of any Real Estate Taxes to such premises for the purpose of determining the amounts of any refunds or credits of any such taxes for vacant premises or the amounts of any subsidies regarding any such taxes in favour of certain classes of tenants, or for other similar purposes, (including, without limitation, such attributions as are contained the Loi sur la fiscalite municipale (R.S.Q., Chapter F-2.1)) shall be deemed not to be attributions contemplated in the

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immedi~tely preceding sentence nor shall they affect Tenant's obligation to pay Tenant's Proportionate Share of all Real Estate Taxes, subject to the provisions of subsection 6.04 hereof.

6.06 Landlord shall, in the event that Landlord receives a written request from both the Ten~nt an~ the ~ajar Retail Tenant of the Building, contest, appeal, object to or litigate the levying or 1mpos1t1on of Real Estate Taxes and/or any valuation imposed with respect thereto and Landlord may settle, compromise, consent to, waive or otherwise determine in its sole· discretion a!I ~a~ers and things re!ating thereto provided that: (i) there is a minimum of five (5) years remain!n~ in the T~rm of t~1s Lease and in the term of the lease(s) of each and every tenant comprising the Ma1or Retail Tenant; (ii) the Tenant waives Tenant's Right to Terminate as set forth in Section 2 of Schedule "P' hereof should such request to the Landlord be given any time following the expiry of the sixtieth (60th) month of the Term of this Lease; and (iii) the Tenant and the Major Retail Tenant assume all costs and expenses as and when they are incurred by the Landlord including without limitation all legal fees (which may be calculated on an hourly basis) and consultant fees. For the purpose of this subsection 6.06, the term "Major Retail Tenanr' means any tenant or group of tenants occupying, from time to time, more than seventy-five percent (75%) of the rentable area of the Retail Component (Landlord confirms that as of the date hereof, Shoppers Realty Inc. constitutes for the purposes hereof, a Major Retail Tenant). Tenant shall not itself contest, appeal, object to or litigate the levying or imposition of Real Estate Taxes. ·

6.07 Landlord, acting reasonably, shall make allocations and attributions of Operating Expenses between the Office Component and the Retail Component of the Building in a fair and equitable manner and having regard to the Operating Expense in question. The Tenant acknowledges that the Operating Expenses are allocated to the Office Component on basis which is different than the allocation for Real Estate Taxes. Throughout the Term, any renewal thereof and/or holding over thereunder, the Tenant shall pay as Additional Rent the Tenant's Proportionate Share of the Operating Expenses thus allocated to the Office Component of the Building. During the first and last years of the Term (in the event same comprise less than a complete Lease Year), the amount Tenant is required to pay pursuant to the provisions hereof shall be subject to Qfil diem adjustments.

6.08 On or before the commencement of the Term, Landlord shall estimate the amount of Operating Expenses and Tax on Capital for the then current Lease Year and shall invoice Tenant for Tenant's Proportionate Share thereof in equal consecutive monthly instalments which Tenant shall pay to Landlord in advance on the first day of each calendar month. Within a reasonable delay following the end of each Lease Year, Landlord shall furnish Tenant with a statement certified by an independent firm of chartered accountants setting forth the actual Operating Expenses and Tax on Capital for such year. If such amount is greater or less than the payments on account thereof made by Tenant pursuant hereto, appropriate adjustments shall be made forthwith. Thereafter, Tenant shall continue to make the aforementioned monthly instalments on account of estimated Operating Expenses and Tax on Capital for the ensuing Lease Year on the same basis or on the basis of Landlord's revised reasonable estimate of same, as the case may be, and so on from time to time.

6.09 The Tenant shall have the right upon written notice to the Landlord given within six (6) months after receipt of the aforementioned statement to verify the accuracy of and methodology for calculation of all amounts shown or omitted from such statement by auditing the Landlord's documentation in respect thereof and by requiring the Landlord to provide to the Tenant appropriate explanations related to such statement. If the Tenant's audit shows that the Operating Costs charged by the Landlord exceed the actual amount of Operating Costs payable by the Tenant by more than three percent (3%), then the Landlord shall pay the Tenant's costs of such audit. The Tenant shall be deemed to have accepted the Landlord's statement or such . parts thereof which it does not dispute. In the event that there exists a dispute relating to such audit which cannot be resolved by the parties, then in such event, the matter will be submitted to arbitration. The parties will appoint a single arbitrator within ten (10) days of either party advising the other that arbitration has been selected. If the parties are unable to agree upon a single arbitrator within such delay, the arbitrator will be appointed by a judge of the Superior Court of the Province of Quebec upon application by one or the other of the parties. The arbitrator selected or appointed will be an individual being an expert in real estate matters in the Province of Quebec and on the subject to be arbitrated.

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553 The decision of the arbitrator will be final and binding upon the Landlord and Tenant and the party or parties responsible for the payment of the cost of arbitration and all related fees will be determined by the arbitrator.

The arbitration hearing contemplated by this subsection 6.09 will be completed within thirty (30) day~ .after the sele~tion of the arbitrator or notification of his appointment to both parties and the dec1s1on of the arbitrator will be rendered within a further delay of thirty (30) days following the last day of the hearing. Save as aforesaid, the arbitration will be conducted in accordance with the rules set forth in the Code of Civil Procedure of the Province of Quebec. Notwithstanding the foregoing, all amounts not in dispute must be paid in full in accordance with the terms of the Lease and/or all necessary credits made by the appropriate party prior to either the Landlord or Tenant electing to submit any such dispute to arbitration, in default of which, the defaulting pa1fy shall not have the right to submit any such dispute to arbitration.


6.11 Failure or delay on the part of the Landlord to avail itself of any of the provisions of this Section VI shall not constitute any waiver or renunciation of its rights provided herein.



6.14 The Tenant's contribution to Operating Expenses, Real Estate Taxes and electricity costs pursuant to subsection 8.02 is estimated, based on occupancy of the Premises during Business Hours, but not warranted to be Twelve Dollars And Forty-Five Cents ($12.45) per square foot of rentable area of the Premises per annum for the fiscal year ending December 31, 2009, and is subject to adjustment when the amounts are finally determined as provided above.

SECTION VII USE OF PREMISES

7.01 The Tenant shall use the Premises for general office purposes and/or for the purposes of operating a call centre and for no other purpose. Nothing herein shall be so interpreted as to imply thar this Lease is conditional upon the Tenant obtaining any permits or licenses for the exploitation of such business from any municipal, provincial or other authority.

SECTION VIII UTILITIES AND ADDITIONAL CHARGES

8.01 The Tenant shall pay as and when due all business, water and service rates and taxes and other similar rates and taxes which may be levied or imposed upon the Premises or upon the business carried on therein, and also all other rates and taxes which are or may be payable by the Tenant as tenant or occupant thereof. If the mode of collecting such taxes be so altered as to make the Landlord and/or the owner liable therefore instead of the Tenant, the Landlord will pay such accounts and the tenant will repay the Landlord as Additional Rent on demand the amount so paid.

8.02 Tenant's electricity consumption in the Premises may be separately metered and billed directly to the Tenant by the utility supplier in which case Tenant shall pay all such amounts directly to the utility supplier, or may be metered by check meter in which case Tenant will pay Landlord for all such metered electricity within thirty (30) days of Landlord's invoice thereof. If any portion of the Premises is not separately metered. Tenant will pay for all electricity consumed therein on the basis of Landlord's reasonable estimates, monthly or on such other basis as Landlord reasonably determines.

8.03 The Tenant shall pay as and when due all license fees, water rates, sewer rates and other like fees, charges, rates and assessments that may be levied, charged, rated or assessed against the Premises and/or the equipment and facilities thereon or therein and/or any property on the Premises owned or brought thereon by Tenant.

8.04 The T.enant shall pay for the cost of all other utilities consumed or used within the Premises, same to include, without limitation, the cost of water, gas, steam, fuel or other energy

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and Te~ant shall pay for the cost of all fittings, machines, apparatus, meters or other things leased in respect thereof and for all work or services perfqrmed by any corporation or commission in connection with any such utilities.

8.05 Tenant will retain evidence of payment of any charges referred to in this Section VIII which it pays directly to any public authority for inspection by Landlord at Tenant's offices during normal business hours upon reasonable prior notice, the whole for a period of two (2) years following the due dates for payment of said charges.

SECTION IX SERVICES

9.01

(a}

(b}

(c}

Business Hours: The Landlord shall keep the Building open during Business Hours. The Landlord shall allow Tenant access to the Premises at all other times.

Cleaning: The Landlord shall clean the Premises in accordance with standards for comparable buildings at such time or times outside Business Hours on Business Days as Landlord may, in its sole discretion, determine. The Tenant shall leave the Premises reasonably tidy for purposes of cleaning.

Heating and Air-Conditioning: The. Landlord will operate the heating, ventilating and air-conditioning equipment and systems serving the Premises so as to provide conditions of adequate comfort in the Premises at all times (7 days per week, 24 hours per day}. The Tenant shall be responsible for the failure of heating equipment performing its function if such failure results from unapproved partitioning within the Premises, unapproved changes or alterations thereto.

(d} DELETED INTENTIONALL V

(e} Elevators: The Landlord shall keep the passenger elevator(s) in operation at all times unless otherwise requested by the Tenant.

(f) Lighting: The Landlord shall supply Building standard lighting fixtures as well as lamps, bulbs, tubes, starters and ballasts on the Commencement Date. Lamps, bulbs, tubes, starters and ballasts shall thereafter be replaced by Landlord at Tenant's cost, Landlord reserving the right to relamp the entire Premises at Tenant's cost when Landlord, acting reasonably, considers it cost efficient or otherwise in accordance with sound property management practice to do so.

(g) Public Washrooms and Facilities: Men's and women's washroom facilities are located in the central service core on each multi-tenant office floor. Said washrooms shall be supplied with soap, paper supplies and other necessary materials.

9.02 Except as provided for in this Section IX, the cost of providing all of the foregoing services shall form part of Operating Expenses. The cost of supplies to washrooms contained within the Premises other than in the central service core shall be for Tenant's account.

SECTIONX SECURITY

DELETED INTENTIONALL V

SECTION XI ASSIGNMENT AND SUBLETTING

11.01 The Tenant shall not assign this Lease or sublet the Premises or any part thereof or allow the Premises or any part thereof to be used by another without the prior written consent of the Landlord, which consent shall not be withheld without a serious reason. The Landlord's refusal of consent shall be deemed to have been for a serious reason (without in any way restricting the Landlord's right to refuse its consent on other serious grounds) where the assignee, subtenant or user proposed by the Tenant is then a tenant of the Building and the Landlord has or will have during the next ensuing eighteen (18) months suitable space for rent MBDOCS_ 4287933.7

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555 in the Building, where t~e int~nded us~ of the Premises to be conducted by the assignee, su~t~n~nt or user conflicts with exclusive rights granted other, tenants or occupants of the Bwld1~g,. where the prospective assignee, subtenant or user is a consulate, embassy, trade comm1ss1on or other representative of a foreign government, where the Premises are intended to ~e used as medical, dental, government or quasi-government offices, where the proposed assr_gnee, sub-tenant o~ user does not intend to bona fide physically occupy and carry on business from the Premises, when the proposed assignment , sublease or use is made prior to the T_enant commencing to physically and bona fide occupy and carry on business from the P_r~i:i1ses or wh~re it i_s reasona?ly ~nticipated by the Landlord that the number of persons v1s1t1ng the Premises will substantially increase as a result of the assignment, subletting or use. The consent of Landlord to any such assignment, sublease or use shall not constitute a waiver of this Section XI and shall not be deemed to permit any further assignment, sublease or use by another.

11.02 As an alternative to providing such consent (and without being obliged or affecting its other rights), the Landlord shall have the right to cancel the Lease for the Premises (or, as the case may be, for that portion thereof affected by the proposed sublease or use) the whole as of and from the date Tenant wishes to assign this Lease or sublet the Premises or permit their use by another. Landlord shall exercise the rights herein granted by sending notice thereof to Tenant within fifteen (15) days following receipt of the notice and the information referred to in subsection 11.04 hereof. It is agreed and understood that in the event Landlord elects to exercise the rights conferred to it in accordance with this subsection 11.02 above in lieu of granting or refusing its consent to the proposed assignment or sublet, Tenant acknowledges and accepts that Landlord need not justify its election upon serious or other grounds. It is expressly agreed and understood that the rights so conferred to Landlord have been freely given to ·Landlord by Tenant for valid commercial reasons. However, if Landlord elects to exercise its right to cancel the Lease (as set forth in above), Tenant may withdraw its request tor consent to the assignment, sublease or use by written notice to Landlord to be received no later than ten (10) days following receipt of Landlord's notice of cancellation, in which event the Lease will continue in full force and effect; if Tenant does not withdraw its request to the proposed assignment, sublease or use within such ten (10) day period, then the Lease will terminate as hereinabove provided.

11.03 Notwithstanding any assignment, subletting, permitted use by another or a permitted assignment as set forth in subsection 11.07 hereof, the Tenant shall remain solidarily responsible with the assignee, subtenant or user (and, in the circumstances contemplated in subsection 11.05 hereof, with the party who acquires control), without benefit of division or discussion, tor the payment of the Base Rent and all Additional Rent and for the performance of all other obligations of the Tenant under this Lease. In the event of a sublet of the whole of the Premises (other than pursuant to subsection 11.07 (a)), and at Landlord's sole option and upon written notice to Tenant and to the assignee, subtenant or user, as the case may be, and without any further formality, all rentals, sub-rentals and similar amounts payable by an assignee, subtenant or user to Tenant shall be irrevocably and unconditionally assigned to Landlord such that the assignee, subtenant or user shall pay such sums directly to Landlord but only to the extent of the amount of Rent payable by the Tenant hereunder and the amounts so paid will be credited against Tenant's monetary obligations under this Lease. In no event will this assignment or any dealings with the assignee, subtenant or user have the effect of releasing Tenant from any of its obligations under this Lease. Furthermore, it is understood that if Landlord does not collect any subrentals or other amounts from any assignee, subtenant or user, Tenant will have no claim or defense against Landlord in any manner whatsoever. If this Lease is repudiated, disclaimed or terminated in connection with or as a result of the bankruptcy or insolvency of the original Tenant or any assignee, subtenant or user;the original Tenant and any assfgnee, subtenant or user other than the bankrupt or insolvent person or entity, upon notice from the Landlord given within sixty (60) days of Landlord's knowledge of such repudiation, disclaimer, or termination, will enter into a lease with the Landlord for a term expiring on the date this Lease would have expired but for the repudiation, disclaimer or termination and upon the terms and conditions which would have applied during the remainder of the Term had this Lease not been repudiated, disclaimed or terminated.

11.04 All requests for Landlord's consent to a proposed assignment, sublease or use must be in writing and be received at least fifteen (15) days prior to the date same is proposed to become effective and must specify in detail reasonably satisfactory to Landlord:

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(a)

(b)

(c)

the name, .a?~ress and lac.al telephone number of the proposed assignee, subtenant or ~ser and, If 1t 1s a corporation, the names of the directors, and majority shareholders (or in the. case ?f a change of control, the names of those who would subsequently acquire effective voting control); ·

details of the proposed assignee's, subtenant's or user's prior business experience and the specific terms and conditions of the proposed assignment, sublease or use; and

bank and other credit· references, financial statements and such other information as Landlord may reasonably require in order to assess the business and financial responsibility and standing of the proposed assignee, subtenant and user.

Landlord may, at its option and as a condition of giving its consent to an assignment, subletting or use by another, require that Tenant and the proposed assignee, sublessee or user sign a form of assignment or sublet document (in form and content satisfactory to Landlord). Landlord shall be deemed to have refused consent if it does not respond to Tenant's request within fifteen (15) days of receiving the foregoing information and documents. Further, an administrative fee not to exceed one thousand dollars ($1,000), shall be payable as a condition of the giving of Landlord's consent.

11.05 If at any time effective control of the Tenant is acquired or exercised directly or indirectly by any person other than Thomas Cook Group PLC, except if such change results from the trading of shares or other securities listed on .a recognized stock exchange, the same shall be deemed to constitute an assignment for the purposes of this Section XI.

11.06 The Tenant will not advertise the Premises for the purpose of any assignment, sublease, or use without obtaining the prior written approval of the Landlord to the proposed text, such approval not to be unreasonably withheld. In no event will the rental rate or any reference to rent appear in any such advertisements. In no event will the Tenant be permitted to place any signs in or upon the Premises advertising the availability of the Premises (or any part thereof) for assignment, subleasing or use by another.

11.07 Notwithstanding any provision to the contrary, the Tenant shall have the right to assign this Lease or sublet all or part of the Premises without the consent of the Landlord to:

(a) an Affiliate (as defined in the Canada Business Corporations Ac~ of the Tenant or a partnership composed of partners that are Affiliates of the Tenant; or

(b) the acquirer of eighty percent (80%) or more of the Tenant's locations in Canada;

provided that the Tenant has first given Notice to the Landlord and further provided that the transferee delivers an undertaking in favour of the Landlord agreeing to perform, observe and keep (to the extent of the space being transferred in the case of a sublease of part of the

, , including payment of Rent and provided that the Transfer referred to in subsection (a) above shall be deemed valid cinly for so long as such transferee maintains its Affiliate status with the Tenal'!.t.

SECTION XII READINESS FOR OCCUPATION

12.01 The Landlord shall not be liable for damages in the event Landlord's Work, if any, in the Premises has not been completed by a particular date, it being understood that this Lease shall remain in full force and effect except that Base Rent and all other sums payable hereunder shall be calculated as and from the Commencement Date, subject to the provisions of Schedule C relating to the Landlord's Work.

SECTION XIII TENANT CARE

13.01 Notwithstanding any contrary provision of law including, without limitation, Article 1864 of the Civil Code of Quebec, the Tenant shall maintain and keep the Premises, including all replacements: alterations, additions and improvements thereto, in good order and condition and shall, in accordance with the procedures set forth in Section XIV hereof, perform or cause to be

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perform~~. all repairs (other .than structural repairs and any other repairs which are the r~spons1b1hty ~f the Lan?lord pursuant to the provisions of this Lease) which may from time to time . be req.uired ther~in ?r thereto. Without limiting the generality of the foregoing and notw1thstand1ng any leg1slat1on to the contrary, the Tenant will be required, at its expense, to do all work necessary to maintain the Premises for their intended purpose throughout the Term. All structural ~epairs shall be effected by Landlord and the costs thereof included in Operating Expenses 1f, pursuant to the terms of this Lease, such costs are included in Operating Expenses and if such repairs are not due to the Tenant's fault or negligence. Should such structural repairs be due to the Tenant's fault or negligence, all such repairs shall be effected by the Landlord and the costs shall be assumed by Tenant exclusively.

13.02 At the expiration or sooner termination of this Lease, Tenant shall return the Premises to Landlord in the state and condition to which they are to be maintained and repaired by Tenant as herein provided, reasonable wear and tear excepted, and Tenant shall surrender to Landlord all keys and security access cards for the Premises or the Building and shall inform Landlord of all combinations of any safes and vaults situated in the Premises.

13.03 The Tenant shall not bring into the Building any machinery, equipment, article or thing that by reason of weight or size might cause damage thereto and in no event shall Tenant overload the floors of the Building.

13.04 Tenant shall give Landlord prompt written notice of defects in or damage to the Premises or any part thereof, howsoever same may occur.

13.05 In the event Tenant fails to comply with the obligation to maintain, repair and replace imposed hereunder, unless such failure to maintain, repair and replace results from force majeure, the Landlord, after giving written notice of fifteen (15) Business Days to the Tenant, shall have the right to carry out such maintenance, repairs and replacements and any and all costs incurred by the Landlord in so doing, together with a fee equal to twenty percent (20%) of such costs, shall be payable by the Tenant to Landlord as additional rental on demand. Notwithstanding the foregoing, in the event any work or action is urgently required at times when authorized representatives of Tenant cannot be located, Landlord may proceed with such reasonable steps as in its discretion are deemed by it to be necessary for the protection and preservation of the Premises and Tenant shall reimburse Landlord for the amount expended as additional rental on demand.

SECTION XIV ALTERATIONS, ADDITIONS, IMPROVEMENTS AND REPAIRS

14.01 Landlord shall effect, at its expense, the work, if any, more fully described in Schedule "C" hereto ("Landlord's Work"). All improvements in and to the Premises other than those set forth in Schedule "C" shall be the responsibility of Tenant and shall be performed at Tenant's sole cost and expense, the whole subject to the terms and conditions set forth in this Section XIV and the whole in conformity with the standards set out in Schedule "D" hereto.

All architectural and other plans and specifications setting forth Tenant's work may be prepared by a designer and/or architect of the Tenant's choice but shall be subject to Landlord's prior written approval as herein mentioned. Said plans and specifications shall include, without limitation, complete working drawings and specifications, floor plans, interior elevations, interior finishing schedules, special facilities or installations that affect the Premises and/or Tenant's perimeter walls, mechanical, plumbing, sprinklers, telephone and electrical work (including all fixtures, equipment and l)nder floor services where applicable) and indication of static and dynamic loading of floors. The Tenant plans and specifications shall be drawn to the sam~ scale as the base Building working drawings and shall be in both printed and electronic form as well as a sepia copy for Landlord's files. Tenant shall be responsible to ensure that the Tenant work, as designed, complies with all relevant laws, by-laws and regulations as well as with the Building module and structure and with the Building's mechanical, electrical, plumbing and other systems and facilities. Ninety-five percent (95%) of all requisite working drawings indicating the final location of ninety-five percent (95%) of the walls within the Premises, ceiling and grid layout plans and signed stamped drawings for permit purposes have been submitted to Landlord by Tenant on March 13th, 2009 and Landlord confirms receipt of same. By no later than March 201

h,

2009, Tenant shall provide Landlord with the HVAC and electrical specifications for the server

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room, plans indicating the elevations for the millwork and the specifications for the Tenant's choice of furniture and by no later than March 27'h, 2009, Tenant shall confirm to the Landlord its ~hoice of !inishes for the interi~r. of ~he Premises. Within two (2) days following receipt of the v~nous ~raw1ngs, plans and spec1f1cat1ons hereinabove mentioned, Landlord shall notify Tenant either of 1_ts approval thereof or _of_changes required and if Landlord notifies Tenant that changes are required, Tenant shall, within two (2) days thereafter, submit the necessary amended work~ng drawi_ngs, plans and specifications to Landlord. Failure by Tenant to submit complete working drawings, plans and specifications within the delays herein contemplated shall be deemed to be a delay in the completion of the Premises attributable to Tenant's fault. Upon completion of all Tenant work, the Tenant shall provide to Landlord at Tenant's sole cost and expense "as.built" pl~ns and specifications which must include, without limitation the generality of the foregoing, architectural, mechanical and engineering plans (including sprinklers).

14.02 All improvements, alterations, additions or repairs required or requested by the Tenant shall be carried out at Tenant's expense and may, .at the option of Landlord, be carried out by the Landlord or under the latter's coordination, in which event the Tenant shall pay for the cost thereof as well as an amount equal to ten percent (10%) of such cost on account of Landlord's coordination and administration. Tenant will also be responsible for the cost of any work which may, as a direct consequence of any work undertaken by the Tenant pursuant to this Lease, be required in the Premises or elsewhere in the Building, whether or not such work is identified in the Tenant's plans; Landlord will have the option to carry out all such work exterior to the Premises at Tenant's expense including Landlord's administrative fee referenced above in respect of such work. In addition, the Tenant shall pay for the cost of all architectural, engineering and/or working drawings prepared to comply with the Tenant's requirements and for the cost of inputting such working drawings in any Building computerized design records that may from time to time be maintained as well as the foregoing fees calculated on the cost thereof. Payment shall be effected by way of a cash deposit and progress draws during the course of the work, the specifics of which shall be established by the Landlord, acting reasonably, from time to time. No administration or coordination fee shall be payable by the Tenant with respect to the initial improvements to the Premises.

14.03 Should the Landlord elect not to carry out improvements, alterations, additions or repairs required or requested by the Tenant, the Tenant shall not itself make any such improvements, alterations, additions or repairs to the Premises without obtaining all necessary permits from the appropriate public authorities and without the prior written consent of the Landlord pursuant to subsection 14.01 hereof. The Tenant shall be required to submit to the Landlord plans and specifications (in accordance with the provisions of subsection 14.01 hereof and within the delays therein mentioned) for all such improvements, alterations, additions or repairs and Tenant shall pay for the cost of inputting such plans and specifications in any Building computerized design records that may from time to time be maintained. All such work shall be done by contractors approved by the Landlord, which approval shall not be unreasonably withheld. All such work shall be conditional upon such contractors paying the cost of temporary services and coordination during such construction, upon such contractors timing and performing their work in accordance with such rules and regulations as the Landlord may from time to time prescribe, and complying with all applicable building codes, upon such contractors carrying property damage and liability insurance satisfactory to the Landlord for its operations in the Building and providing proof thereof to the Landlord and upon the employees of such contractors not causing any labour trouble by their presence in the Building. Tenant will cause any legal hypothec or similar encumbrance which may be published against any portion of the Building or the Land for work done, labour performed or materials furnished under any contract awarded or entered into by the Tenant to be radiated within thirty (30) days of its publication unless Tenant is bona fide contesting the validity of the claim before a Court of competent jurisdiction and furnishes Landlord with sufficient funds to pay the entire claim, anticipated interest and judicial costs, which funds Landlord will hold without interest as security, and not as depositary, pending final judgment or transaction of the claim. Notwithstanding the foregoing, if Landlord requires the radiation of the legal hypothec or similar encumbrance for a bona fide purpose (including, without limitation, a sale or other alienation of the Building and the Land or any financing secured by' hypothec or similar encumbrance thereon) and Landlord has been unable despite its reasonable efforts to overcome the negative effect which the legal hypothec or other encumbrance has upon such purpose, it will so notify Tenant and if the Tenant does not radiate the legal hypothec or similar encumbrance within fifteen (15) days of Landlord's notice, Landlord may radiate such legal hypothec or other encumbrance by paying the creditor the

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559 ,. I/ {( '-"':'>'?> C.( 'tC( e'f{>,,t?V?~S:. l~C ~ud~~ o .. /jt;.N{ //m1~ ~h CA r 1Yq I ~ ()(.C:,QS,.;tJ#'l-ed cltwcrffc.; Cr /,;/ltve., 6-_,7/'-( L..tl'~/o;-c( 1'r-i erc/€r fo ;-6~clrctrf~ ;·0c.1t /'f' f A . 7%i /

19 · 1

.J r;, ~f Y?, 0/i. e~ r o~-er "ef7Corn6, 'l<!..e., site;!/ be. hav11e.. hu~ 7er?o,,f '.1'2~ ,e,.,ql// s iio. · scu,,,e . t... "4 ~ ~ cectdtl/a,1a. 1-'&1. 7 ,

amount claimed to be due or,_ at Landlord's option, in any other manner permitted by law .. n all events, Tenant shall be required to use Landlord's mechanical, ~lectrical and. plumbing trades and c?nsultants for Tenant's mechanical, electrical and plumbing requirements which shall be coordinated by Landlord at Tenant's expense. Tenant's use of any of the contractors designated or a~proved by Landlord shall be without liability to or recourse against the Landlord, and shall be without warra_nty whatsoever regarding the competence or adequacy of any such contractor a~d does not relieve the Tenant from its obligation to strictly comply with all of the provisions <;>f this Lease. The Tenant shall be responsible for any costs and expenses of the Landlord occasioned directly or indirectly by such work in the Premises. The cost of such improvements ~Iterations, additions or repairs shall be the sole responsibility of the Tenant and if any payment 1n r~s~ect ther~of sh_all be made by the Landlord, the Landlord hereby reserving the right to do so m its sole d1scret1on, the same shall be immediately payable by the Tenant on demand as Additional Rent. Tenant shall furthermore pay to the Landlord as Additional Rent on demand an amount equal to ten percent (10%) of the total cost of all of such work representing Landlord's fee for overhead and administration.

14.04 All improvements, alterations, additions or repairs to the Premises (including all lighting installations such as, but not limited to, spotlights and tracks, all floor finishes of whatsoever nature placed upon the concrete floor of the Premises, all heating, air-conditioning and ventilating equipment and systems, all paneling and all window coverings, built-ins, cabling and the like) shall, upon their completiori, become a part of the Premises and the property of the Landlord and shall be surrendered with the Premises upon termination of this Lease without any compensation being due therefor, provided, however, that the Landlord shall have the option, in its sole discretion, to require the Tenant to remove at the Tenant's cost and under the Landlord's coordination and direction, all or any such improvements, alterations, additions or repairs including such as may have been made by Landlord at Tenant's request prior to or during the Term and to restore the Premises or any part thereof to their original condition, reasonable wear and tear only excepted and provided that Landlord has indicated to the Tenant at the time of granting its approval as provided for in subsection 14.01 hereof, such of the improvements which may require removal upon the termination of the Lease. In addition to such cost, Tenant shall pay to Landlord the fees referred to in subsection 14.02 hereof in respect thereof. Notwithstanding the foregoing, the Tenant shall not be required to remove Tenant's initial improvements approved by the Landlord.

14.05 Landlord's telecommunication and cabling rules, regulations and policies are more fully set forth in Schedule "E" hereto and shall, during the Term and any renewal thereof, be observed and performed by the Tenant, its officers, servants, employees, agents, invitees and licensees and the Landlord shall have the right to make reasonable alterations and additions to such rules, regulations and policies and to make such other and further reasonable rules, regulations and policies as in its judgment may from time to time be required or desirable for the Building. The Landlord may waive any one or more of these rules, regulations and policies for the benefit of any particular tenant or tenants but no such waiver by the Landlord shall be construed as a waiver of the rules, regulations and policies in favour of any other tenant or tenants nor prevent the Landlord from thereafter enforcing such rules, regulations and policies against all or any of the tenants in the Building. The Landlord agrees to notify the Tenant in writing of any changes in such rules, regulations and policies.

SECTION XV LANDLORD REPAIRS

15.01 The Landlord at its expense shall diligently and in a good and workmanlike manner: (i) perform such maintenance, repairs and replacements to the structure of the Building, including ·the footings, foundations, bearing walls, structural columns and beams, roof frame and roof deck, as would a prudent owner of a building similar to the Building, having regard to size, age, location and use; and (ii) perform such repairs and replacements that are, in accordance with generally accepted accounting principles, of a capital nature, as required to keep the Premises, the building systems and the services located in or on the Premises as would a prudent owner of a building similar to the Building, having regard to size, age, location and use.

15.02 Should the Landlord effect improvements, alterations, additions or repairs to the Premises or Building, the Tenant shall permit same to be performed without being entitled to any indemnity or reduction in rental or any damages or compensation therefore. All such work MBDOCS_ 4287933. 7

Initials



shall be completed by the Landlord upon reasonable prior notice to Tenant (unless the repairs are of an urgent nature) with reasonable dispatch and by employing commercially reasonable efforts to avoid affecting the business operations conducted by the Tenant in the Premises and the cost thereof shall be included in Operating Expenses (to the extent such cost is stated herein as forming part of Operating Costs) unless such work is otherwise Tenant's responsibility hereunder in which event Tenant shall pay for the full cost thereof.

SECTION XVI ACCESS TO PREMISES

16.01 Landlord, its agents and representatives may enter the Premises at all reasonable times to examine their condition, to view their state of repair and condition, to re-lamp, to regulate the heating and air conditioning apparatus and for all cleaning, maintenance and repair purposes.

16.02 The Tenant shall allow the Premises to be exhibited during Business Hours to persons interested in acquiring the Site or Building or advancing money upon the security thereof. During the last twelve (12) months of the Term, Tenant shall also allow the Premises to be exhibited to persons interested in leasing same.

SECTION XVII PROTECTION OF EQUIPMENT

17.01 The Tenant shall protect from damage. all the heating, ventilating and air-conditioning apparatus, water, gas and drain pipes, water closets, sinks and accessories thereof in and about the Premises and keep same free from all obstructions that might prevent their free working and give to the Landlord prompt written notice of any accident to or defects in same or any of their accessories. Any damage resulting from misuse or failure to protect same shall be the sole responsibility of Tenant.

SECTION XVIII COMPLIANCE WITH LAWS AND INDEMNIFICATION

18.01 The Tenant will not do or permit anything to be done in, upon or about the Premises and the Tenant and persons for whom Tenant is by law responsible will not do or permit anything to

. be done in, upon or about the Building or the Site or bring or keep anything therein which will in any way conflict with the regulations of the fire, police or health departments or with the rules, regulations, by-laws, ordinances or laws of the municipality in which the Site is situate, the applicable urban community (if any), or any governmental or quasi-governmental authority having jurisdiction over the Premises or the business conducted therein, all of which the Tenant undertakes to abide by and conform to ir:icluding, if necessary, effecting the alterations or repairs necessitated thereby. The Tenant covenants and agrees that it will indemnify and hold harmless the Landlord, its agents and contractors from and against any penalty imposed for or damage arising from the breach of any such rules, regulations, by-laws, ordinances or laws by the Tenant or those for whom the Tenant is responsible at law.

18.02 The Tenant shall pay to the Landlord any extra premiums of insurance that the comp~rny or companies insuring the Site may exact in consequence of the business carried on by the Tenant, of anything brought into or stored in the Premises by the Tenant, or of the Tenant's operations. The Tenant shall furthermore protect the Landlord from claims made by other tenants of the Building in consequence of their insurance rates being increased as a result of such causes.

The Tenant shall in no event bring into or store in the Premises anything which may make any insurance carried by the Landlord subject to cancellation.

18.03 The Tenant shall comply, provided it has been duly notified in writing, with the requirements of Landlord's insurers having policies of any kind whatsoever in effect covering the Site. In no event shall any inflammable materials or explosives (except to the extent required by Tenant to carry on its business and then only as permitted by Landlord's and Tenant's insurers) be taken into or maintained within the Premises.

MBDOCS_42B7933.7

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561

~8·~.~ The Tenant shall indemnify and hold harmless the Landlord from and against all claims, ltab1htres •. damages, payments or expenses relating to the use and occupancy by the Tenant of the Premises, the Common Areas and Facilities and the Land and without limiting the generality of the foregoing, and unless resulting from the fault of the Landlord or persons for whom landlord is responsible for at law, Tenant does hereby agree to indemnify and hold harmless the Landlord from and against all claims, liabilities, damages, costs, suits or actions arising from:

(a)

(b)

(c)

(d)

(e)

any accident, injury (including death) or damage whatsoever or howsoever caused to any person or persons (including the Tenant, its employees, agents and invitees, any subtenant or licensee of the Tenant and all other persons claiming through or under any of them) or to the property of any such person or persons occurring during the Term, and caused by the fault of the Tenant or persons for whom Tenant is responsible for at law;

the fault of the Tenant or persons for whom Tenant in responsible for at law;

any breach, violation or non-performance of any covenant, condition or agreement contained in the present lease on the part of Tenant to be fulfilled, kept, observed or performed;

the conduct or management of or from any work or thing whatsoever done or not done in or about the Premises or arising from any act of negligence, fault or omission by or of Tenant or any of its agents, employees, invitees, contractors or other persons for whom Tenant is responsible or who are responsible to Tenant by contract or by law;

the failure of the Tenant to fully, faithfully and punctually comply with all of the legitimate requirements of any .public or quasi-public authority having jurisdiction over the Premises, the Building or the Site which the Tenant is required to comply with in connection with its use of the Premises or the conduct of its business.

18.05 Notwithstanding any express or implicit obligation on the part of Landlord to insure and notwithstanding any obligation on the part of Tenant to contribute to the payment of landlord's premiums as contemplated by the provisions of this Lease, Tenant acknowledges that Tenant shall remain responsible for its own negligence and the breach of any of its obligations hereunder and that of its agents, employees, invitees, contractors and other persons for whom Tenant is responsible or who are responsible to Tenant by contract or by law, that no insurable interest is conferred upon Tenant under any of Landlord's insurance policies and that Tenant shall have no right to recover any proceeds thereunder or claim any right or title to such proceeds.

18.06 Tenant will not do or permit anything to be done in, upon or about the Premises, the Building or the Site which will in any way conflict with any Environmental laws whether by Tenant or those acting under its authority or control and Tenant will obtain any required permits relating to the Premises or their use. Tenant shall, following receipt of a forty-eight (48) hour written notice, permit Landlord, its officers, employees, consultants, authorized representatives and agent to:

(a) inspect the Premises and Tenant's operations;

(b) conduct tests and environmental assessments; and

(c) remove samples from the Premises.

Tenant shall not use the Premises, or permit them to be used, to utilize, manufacture, store, produce or process any Hazardous Substance, except as permitted by Landlord to be brought into the Premises or the Site, in which event Tenant will comply and require those acting under its authority or control to comply with all Environmental Laws. Tenant shall promptly, on demand, remove all non-permitted Hazardous Substances used or released by Tenant or brought in the Premises or onto the Site by Tenant or those acting under its authority or control, this responsibility to include the removal of any Hazardous Substances which have, as a result of the operations of Tenant or any other person acting under its authority or control, been affixed to or permeated or accumulated on or within the Site.

MBDDCS_ 4287933.7

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SECTION XIX SECURITY

19.01 Concurrently with the execution of this Lease, Tenant will execute and deliver to Landlord, the Landlord's standard form of Agreement Regarding Letter of Credit attached hereto as Schedule "H" and furnish to Landlord the Security in the manner contemplated thereby.

SECTION XX FIRE AND DESTRUCTION OF PREMISES

20.01 In the event of damage or destruction to the Building and/or the Premises due to a fire or other casualty, a written opinion from Landlord's Architect will be delivered to the Landlord and the Tenant, to be based upon such information available to him at the time, setting forth the duration of time required for the completion by Landlord of any repairs required for the restoration and rebuilding of the Premises and of the Building, as the case may be, and the extent of the damages to the Premises and the Building, as the case may be, (the "Architect's Notice"). The Architect's Notice will be given no later than sixty (60) days following the occurrence of a fire or other casualty.

20.02 In the event that fifty percent (50%) or more of the Premises are damaged or destroyed by fire or by other casualty and are untenantable to the extent of fifty percent {50%) or more and such restoration and rebuilding would take longer than twelve (12) months from the giving of the Architect's Notice to substantially complete, then the Landlord or the Tenant, may at their respective option by written notice given to the other within thirty (30) days next following the giving of the Architect's Notice, elect to terminate this Lease as of the date specified in such notice. In the event of any such termination the Tenant shall surrender vacant possession of the Premises by no later than thirty {30) days from the said date of termination.

If neither party elects to terminate, then the Landlord will complete the repairs within the delays set forth in the Architect's Notice and in such event should the repairs or restoration not be substantially completed by the delay stipulated in the Architect's Notice subject to extension of such delay by reason of force majeure (which extension shall not exceed four (4) months), then the Tenant, may at its option, after the expiry of such delay, by written notice to the Landlord no later than thirty (30) days thereafter, elect to terminate this Lease as of the date specified in such notice. In the event of such termination the Tenant shall surrender vacant possession of the Premises by no later than the said date of termination.

20.03 In all other circumstances where the Premises are damaged or destroyed by fire or other casualty and provided that the provisions of subsection 20.02 hereof do not apply, the Landlord shall cause such repairs and restoration to be completed with reasonable diligence and dispatch. In the event that the repairs or restoration take longer than twelve (12) months following the Architect's Notice to substantially complete, subject to extension of such delay by reason of force majeure (any such extension not to exceed four (4) months), then the Tenant, may at its option, terminate the Lease after the expiry of such twelve (12) month period or such extended period as hereinabove set forth, upon notice in writing given to the Landlord, no later than thirty (30) days thereafter.

20.04 It is hereby expressly understood and agreed that in the event that the Lease has not been terminated and the Landlord has elected or is obligated to rebuild or restore under the provisions of this Section XX, the extent of Landlord's obligations will be to repair or restore to substantially the conditions in which the Building and the Premises were initially delivered to the Tenant as modified and subject to the consent of Tenant as regards the Premises, acting reasonably and not to be unreasonably delayed, to be consistent with the plans, specifications and design criteria selected by the Landlord at the time of the construction. Nothing herein contained shall be construed to oblige the Landlord to repair or reconstruct any alterations, improvements or property of the Tenant other than the Landlord's Work. All other improvements in and to the Premises shall be the responsibility of the Tenant who shall be obliged to repair and re-fixture to a standard at least equivalent to that which existed prior to the date of damage and destruction, the proceeds of insurance received by the Tenant in respect of its property and improvements to be held in trust jointly by the Landlord and the Tenant for the purpose of the said repair and replacement. Tenant covenants to effect all Tenant work in the Premises with reasonable diligence and dispatch. For greater certainty, Landlord will be required to dellver to Tenant, Premises substantially equivalent in size, shape, location, quality and materials as the Premises as of the date of completion of all Landlord's Work.

MBOOCS_4287933.7

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No~ithstanding anything herein to the contrary, in the event that insurance proceeds are not available to the Landlord by reason only that the damage and ctestruction resulted from a risk that Landlord was not required to be insured against under the terms of this Lease then the Landlord shall not be obliged to proceed to any repair or restoration, notwithstanding ~ny notice or absence of notice to the contrary.

20.05 In the event that the Building is damaged or destroyed by fire or other casualty and the +lvz.. leases for the Retail Component are terminated as a result thereof and the Architect's Notice

• . ~des that the entire Premises are untenantable, requiring a period of six (6) months or more iv '.j from Architect's Notice to repair or rebuild, Landlord may give written notice (the "Development f.....H _ Notice") to the Tenant within thirty (30) days· of the Architect's Notice, of its intention to

) · INl redevelop the Site (in which event, subsection 24.01 of the Lease shall apply) accompanied by ~ a written opinion from the Landlord's Architect to the Tenant and Landlord advising of the

~_.... prospective completion date for the redevelopment of the Site. If in the opinion of Landlord's Architect the redevelopment of the Site would take longer than twelve (12) months from the giving of the Arch~te?t's ~otice to complete, the T~nant, m~~ at its option, by written notice given to the Landlord within thirty (30) days next following the giving of the Development Notice, elect to terminate this Lease as of the date specified in such notice. If the Tenant does not elect to terminate the Lease, Landlord will proceed to complete the redevelopment with reasonable diligence and dispatch. In the event of any such termination the Tenant shall surrender vacant possession of the Premises by no later than the said date of termination. For the purposes hereof, the Architect's Notice may be given at the same time as the Development Notice.

In the event of such redevelopment Tenant agrees not to occupy the Premises until the redevelopment of the Site has been completed. Landlord covenants to pay to the Tenant, for the period between the date the Premises would have been repaired or restored and ready for the Tenant to perform its work had the Site not been the object of redevelopment to the date that possession of the Premises is given to the Tenant in order that the Tenant can perform its work in the Premises, the difference between the rental that the Tenant has paid to a third party for similar premises and amenities during such period and the applicable rental payable by the Tenant for the Premises for such period in accordance with the terms of the Lease had the redevelopment not occurred. In the event that Tenant receives a Development Notice in the last two (2) years of the Term of the Lease, Tenant, may at its option, by written notice given to the Landlord within thirty (30) days from receipt of the Development Notice, elect to terminate this Lease as at the date specified in such notice. In the event of any such termination by the Tenant, Tenant shall surrender vacant possession qf the Premises by no later than thirty (30) days from the said date of termination.

If however, the redevelopment of the Site is not substantially completed by the later of: (i) the delay stipulated in the Architect's written opinion accompanying the Development Notice; and (ii) twelve (12) months from the giving of the Architect's Notice, subject to extension of such delays by reason of force majeure (any such extension not to exceed four (4) months), then the Tenant, may at its option, terminate the Lease after the expiry of the applicable period or such extended period as hereinabove set forth, upon notice in writing given to the Landlord, no later than thirty (30) days thereafter.

20.06 Should Landlord's Architect, following the commencement of such repairs or restorations as contemplated by the provisi.ons of this Section XX, advise the Tenant and the Landlord that, notwithstanding the date indicated in the Architect's Notice, the repairs and restoration cannot be substantially completed within the applicable twelve (12) month period, subject to extension of such delay by reasons of force majeure (which delay shall not exceed four (4) months), then Tenant shall have the right, at its option, upon a written notice to the Landlord within thirty (30) days of receipt of such a notice from Landlord's Architect, to elect to terminate the Lease. In the event of such termination, the Tenant shall surrender vacant possession of the Premises by no later than the said date of termination.

20.07 The Base Rent and Additional Rent in all circumstances shall abate in proportion to the time and the part of the Premises that are rendered untenantable to the Tenant. ·1n no event, shall the Landlord by liable to Tenant for any loss or damage occasioned by such fire or other casualty.

MBDOCS_ 4287933.7

Initials

Landlord

I I I I I I I I I I I I I I I I I I 1-


20.08. In the circumstances where either the Tenant or the Landlord elects to terminate the Lease pursuant to the applicable provisions of this Section XX the Landlord shall, within five (5) days of such termination remit to the Tenant the Letter of Credit or any Proceeds (as defined in the Agreement Regarding Letter of Credit) held at such time by the Landlord, save for any amounts used by the Landlord to cure any default of the Tenant under the terms of the Lease.

20.09 In the event that the Premises are damaged or destroyed due to a fire or other casualty, which occurs at any time following the Commencement Date and prior to the end of the Rent Free Period (as defined in Section 4 of Schedule "P') and the Lease is either terminated by the Tenant or the Landlord pursuant to the applicable provisions of this Section XX, Landlord shall reimburse Tenant within thirty (30) days of the date that the Lease is terminated for its contribution to the costs of the Landlord's Work as set out in Section 3 of Schedule "F" up to an amount equivalent to Twenty-Nine Thousand Six Hundred Forty-Four Dollars and Thirteen Cents ($29,644.13) plus GST and OST, for each and every month remaining in the unexpired portion of the Rent Free Period as at the date of the fire or other casualty resulting in the termination of the Lease. For the purposes of this calculation, any amounts due to the Tenant, which are to be calculated with respect to a partial month in the Rent Free Period, will be calculated on a per diem basis.

In the event that the Premises are damaged or destroyed due to a fire or other casualty which occurs at any time following the Commencement Date and prior to the end of the Rent Free Period and Landlord has elected or is obligated to repair or restore the Premises and the Building, as the case may be, and the Lease is not otherwise terminated by virtue· of the applicable provisions of this Section XX, then the unused portion of the Rent Free Period will be postponed by the number of days required to repair or rebuild the Premises and deliver them to the Tenant in accordance with the terms of this Lease and will thereafter take effect immediately following the date the Tenant commences to operate from the Premises. In such event should only a portion. of the Premises benefit from a rental abatement, the Tenant shall be obligated to pay, subject to subsection 20.07 hereof, Base Rent and Additional Rent for the portion of the Premises occupied by the Tenant. For greater certainty it is hereby understood and agreed that notwithstanding the postponement of the Rent Free Period and the extension of same by the number of days required to repair or restore the Premises, the total value of the free Base Rent which Tenant is entitled pursuant to the provisions of Section 4 of Schedule "F" shall not be increased or diminished as a result of the fire or other casualty.

SECTION XXI NON-RESPONSIBILITY OF LANDLORD

21.01 To the extent permitted by law, the Landlord shall not be liable for any damage, loss, injury or destruction arising in or upon the Site or Premises to any property or person nor for any personal injuries sustained by the Tenant, its officers, servants, employees, agents, invitees or licensees which may result at any time from any reason or cause whatsoever other than the fault of Landlord or persons for whom Landlord is responsible for at law. Without limiting the generality of the foregoing, the Landlord shall not under any circumstances be liable for any damage resulting from water, steam, rain or snow which may leak into, issue or flow from the pipes or plumbing or sprinklers or from any other part of the Building or from any other place or quarter. No event or occurrence herein contemplated shall be deemed an evictior:i or disturbance of the Tenant's enjoyment of the Premises nor render the Landlord liable in damages to the Tenant nor entitle the Tenant to claim any diminution in Rent or in any other amount payable hereunder. Landlord will not be liable in any manner to Tenant or to any other person claiming through1any damages resulting from dela 1 the construction or finishing of the Premises or the Buil~i~ as set forth in Sc~" her o .

(-e11a.~-t~r-C-~ 21.02 To the extent permitted by law, Landlord will not be liat:l · y manner to Tenant or to any other person claiming through Tenant for failing to perform any of its obligations hereunder resulting from the interruption or modification of any service or facility provided in the Premises or Building caused or required by strike, lock-out, labour trouble, labour controversy, riot, accident, inability to procure materials or labour, bankruptcy or insolvency of a contractor, subcontractor, or supplier, government rule, regulation or order, act of God or of any enemy of the Queen, fire or other casualty, act or omission of Tenant or any other tenant or occupant of the Site, cas fortuit, force majeure, or any other cause or condition, whether of the foregoing nature or not, which is beyond the reasonable control of Landlord nor will Landlord be liable in any manner to Tenant or to any other person claiming through Tenant for any damages resulting

MBDOCS_ 4287933.7

Initials

564

565

therefrom. An event or circumstance contemplated in this subsection 21.02 shall be deemed not to be an eviction or disturbance of Tenant's enjoyment of th~ Premises and the occurrence t~e~eof. sh~ll not render. ~andlord liable in damages to Tenant or entitle Tenant to claim any d1mmut1on 1n rent or add1t1onal rent but, upon such occurrence, Landlord shall without delay take all reasonable steps to terminate the event or circumstance in question.

21.03 Without limiting the generality of the foregoing, to the extent permitted by Law, the Landlord shall not be liable for any damage of any kind or nature to the Premises or to any goods, merchandise, stock-in-trade, assets, fixtures, furniture, accessories or equipment belonging to the Tenant or to the Tenant's officers, servants, employees, agents, invitees or licensees resulting from robbery, burglary, theft or acts of violence of any kind, and the Tenant will hold the Landlord free, clear and harmless from any liability or loss resulting therefrom.

21.04 Every exclusion or release of liability and waiver of subrogation and every undertaking to indemnify contained in this Lease for the benefit of Landlord shall also benefit the owners of the Site (including, without limitation, any person, firm, partner, partnership or corporation, or any groups or combination of them as a result of its or their ownership interest in the Site) from time to time, and Landlord's or such owner's directors, officers, servants, employees and agents. Solely and exclusively for the purpose contemplated in this subsection 21.04, and to the extent that Landlord expressly chooses to enforce the benefits thereof for their benefit, it is agreed that Landlord is the agent for such directors, officers, servants, employees and agents.

SECTION XXll INSURANCE

22.01 Throughout the Term and any renewal thereof, Tenant shall take out and keep in force:

(a) commercial general liability insurance on an occurrence basis, including but not limited to property damage and bodily injury (including death), blanket contractual (including contractual liability with respect to this Lease) and owners' and contractors' protective insurance coverage with respect to the Premises and the Tenant's use of the Land and Building, coverage to include the activities and operations conducted by the Tenant and any other person for whom the Tenant is in law responsible. Such policies shall be written on a comprehensive basis with inclusive limits of not less than Five Million Dollars ($5,000,000.00) and such higher limits as the Landlord, acting reasonably, requires from time to time.

(b)

(c)

(d)

(e)

tenant's legal liability insurance on an occurrence basis in an amount equal to no less than the replacement cost of the Premises (without allowance for depreciation) or such greater amount as Landlord may reasonably require;

all-risks property insurance (including but not limited to sprinkler leakage, flood, earthquake, sewer back-up and collapse) with respect to all property owned by Tenant or for which Tenant is responsible including furniture, equipment, inventory and stock-in-trade, fixtures, plate glass, and the value of leasehold improvements and such other property located in or forming part of the Premises, including all mechani~al or electrical systems (or portions thereof) installed by Te.nan!, the whole for the full replacement cost (without depreciation) in each such instance;

business interruption insurance including loss of access to form part of the all risk property insurance in such amount as will reimburse the Tenant for direct and indirect loss of gross earnings in an amount of not less than one (1) year's Rent or such greater amount as Landlord may from time to time reasonably require. The business interruption insurance must provide a minimum period of indemnity of twelve (12) months;

broad form comprehensive boiler and machinery insurance on a blanket repair and replacement basis with limits for each accident in an amount not less than the full replacement cost of all leasehold improvements and of all boilers, pressure vessels, airconditioning equipment and miscellaneous electrical apparatus owned or operated by the Tenant or by others (other than the Landlord) on behalf of the Tenant in or serving the Premises.

MBDOCS_ 4287933. 7

lnillals

Landlord



22.02.

(a}

(b)

(c)

(d)

(e)

(f)

~II policies of insurance shall (i) be in form satisfactory t~ Landlord, (ii) be placed with insurers acceptable to Landlord, (iii) provide that they will not be cancelled, permitted to la~se or coverag~ to be reduced unless the insurer notifies Landlord in writing at least t~irty (30~ days pnor to the date of any cancellation, lapse or reduction in coverage, and (1v) be primary and not excess or contributing with any other insurance available to the Lan~lord or others. .Each . liability policy shall name Landlord and any other party requ!red by Landlord,. 1~clud1~g but not limited to its property manager and hypothecary creditors, as an add1t1onal insured. Each liability policy shall contain a provision of cross-liability and severability of interests as between Landlord and Tenant. Tenant shall furnish Landlord with certificate(s) of insurance of all such insurance policies and each and every renewal thereof.

All liability policies will name Landlord and any other party required by Landlord, including but not limited to its property manager and hypothecary creditors, as additional insureds, but only with respect to claims arising out of the operations of the named insured.

Copy of an insurance certificate evidencing such insurance policy will be delivered to the Landlord as soon as practicable after the placing of the required insurance and in any event within three (3) Business Days of the effective date of coverage, provided that no review or approval of any such insurance certificate or policy by the Landlord shall derogate from or diminish the Landlord's rights or the Tenant's obligations contained in this Section. Tenant will, upon request of the Landlord, facilitate communication between any secured lender of the Landlord and/or potential purchaser of the Building and the Tenant's insurance brokers so as to permit the secured lender and/or potential purchaser to obtain from Tenant's insurers such particulars as they may from time to time reasonably require with respect to coverages maintained by the Tenant under this Lease.

If the Tenant fails to take out or keep in force any insurance referred to in this Section, or should any such insurance not be approved by the Landlord and should the Tenant not commence diligently to rectify (and thereafter proceed diligently to rectify) the situation within twenty-four (24) hours after written notice by the Landlord to the Tenant (stating, if the Landlord does not approve of such insurance, the reasons therefor), the Landlord has the right without assuming any obligation in connection therewith to effect such insurance at the sole cost of the Tenant and all outlays by the Landlord shall be paid by the Tenant to the Landlord on demand as Additional Rent without prejudice to any other rights and remedies of the Landlord under this Lease.

Notwithstanding anything contained in this Lease to the contrary, Tenant hereby releases and waives any and all claims against Landlord and those for whom Landlord is responsible at law with respect to occurrences which are, or which are required to be, insured against by Tenant hereunder.

Notwithstanding anything herein to the contrary, the Tenant agrees to maintain such insurance coverage throughout the Term of the Lease and any renewal thereof provided that such coverage is available in the insurance industry.

22.03 Landlord's Insurance

Throughout the Term and any renewal thereof, Landlord shall take out and keep in force:

(a) all risks property insurance (including but not limited to sprinkler leakage, flood, earthquake, sewer back-up and collapse) with respect to the Building and all improvements and appurtenances relating thereto, the whole for the full replacement cost thereof (without depreciation) in each such instance;

(b) commercial general liability insurance on an occurrence basis, including but not limited to property damage and bodily injury (including death), blanket contractual (including contractual liability with respect to this Lease) and owners' and contractors' protective insurance coverage with respect to the Building, coverage to include the activities and

¥BDOCS_4287933.7

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567

operations conducted by the Landlord and any other person for whom the Landlord is in law responsible. Such policies shall be written on a comprehensive basis with inclusive limits of not less than Five Million Dollars ($5,000,000.00) or such higher amount as may be.reasonable, in accordance with the standard of a prudent owner of similar properties, from time to time;

(c) . all risk insurance in such amount as will reimburse the Landlord for direct and indirect loss of gross rentals in an amount of not less than one (1) year's gross rent from the Building attributable to the perils insured against or such greater amount as may be reasonable, in accordance with the standard of a prudent owner of similar properties, from time to time;

(d) broad form compre~ensive boiler and machinery insurance on a blanket repair and replacement basis with limits for each accident in an amount not less than the full replacement cost of all boilers, pressure vessels, air-conditioning equipment and miscellaneous electrical apparatus owned or operated by the Landlord or by others (other than the Tenant) on behalf of the Landlord in or serving the Building; and

(e) any other insurance coverage or limits (i) that any secured creditor of the Building may require from time to time, or (ii) that are required in order to conform with the standard of a prudent owner of similar properties, from time to time.

Landlord shall be named as an insured on each policy. Upon request, Landlord shall provide Tenant with an insurance certificate evidencing such insurance.

Notwithstanding the foregoing, Landlord agrees to maintain such insurance coverage throughout the Term of the Lease and any renewal thereof provided that such coverage continues to be available in the insurance industry and provided further that such coverage constitutes throughout the Term of the Lease and any renewal thereof the standard of a prudent owner of a similar property.

SECTION XXlll DEFAULT

23.01 Upon the occurrence of any of the following events (each, an "Event of Default"), namely:

(a) if the Tenant shall fail to pay the Landlord any instalment of Base Rent or any Additional Rent after it shall have become due and payable as herein provided and such default continues for five (5) days following receipt by Tenant of written notice thereof;

(b) if the Tenant or any guarantor or indemnifier of Tenant's obligations under this Lease shall be declared dissolved, bankrupt or wound-up or shall make any general assignment for the benefit of its creditors or take or attempt to take the benefit of any insolvency, winding-up or bankruptcy legislation or if a petition in bankruptcy or in winding-up or for reorganization shall be filed by or granted against the Tenant or any such guarantor or indemnifier or if a receiver or trustee be appointed for or enter into physical possession of substantially all of the property of the Tenant or any such grahtor or indemnifier;

(c) if the Tenant shall assign, sublet or permit the use of the Premises by others except in a manner herein permitted;

(d) if any seizure is practiced against the property of the Tenant in the Premises, save in the event the Tenant is in good faith contesting such seizure within the delays permitted by law;

(e)

(f)

if the Tenant shall fail to tal<e possession of the Premises or if the Tenant should vacate or abandon the Premises in a manner contrary to the terms of this Lease;

if any insurance coverage carried by the Landlord be cancelled in consequence of the business carried on by the Tenant or· in consequence of anything brought into or stored in the Premises by the Tenant at a time where equivalent coverage to the Landlord is not in place;

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(g) if the Tenant sha!I default in the performance of any of its other obligations under this Lease or shall violate any of the rules and regulation:; hereinafter set forth by the Landlord and such default continues for thirty (30) days following receipt of written notice thereof;

the.n notwithstanding any provision of law to the contrary (including, without limitation, Art1c!es 18~3 and 1883 of the Civil Code of Quebec [if those Articles apply]), this Lease may be terminated ipso facto at the option of the Landlord upon written notice to Tenant to such effect, Tenant to be in default by the mere lapse of time for performing its obligations. It is expressly agreed that such termination shall be in addition and without prejudice to all other rights and recourses of Landlord as provided by law or in this Lease, without diminution or extinction of the liability of any guarantor or indemnifier of Tenant's .obligations hereunder. Upon termination, Tenant shall immediately vacate and surrender the Premises and all of its rights therein and thereto and in and to the Lease to Landlord. Upon the occurrence of any such event of default, Landlord may forthwith, without notice or any form of legal process, and with or without termination of the Lease, suspend any services and utilities, bolt the Premises and change the locks thereof. Upon termination, Landlord may forthwith, without notice or any form of legal process, re-enter upon and take possession of the Premises, remove or cause to be removed therefrom any persons and property occupying same and re-let the Premises to whomsoever it may choose and. furthermore, declare forfeit any inducements, incentives and allowances granted to Tenant by this Lease, if any, all of which shall immediately become due and payable by Tenant to Landlord, recover from Tenant all amounts due, expenses of such r~-letting (including any repairs, decorating, alterations or improvements necessitated thereby) and Rent for the six (6) months next succeeding the date of such termination or such longer period as may be allowed by law, all of which shall immediately become due and payable, the whole without limiting, diminishing or extinguishing the liability of Tenant or any guarantor or indemnifier of Tenant's obligations under this Lease. Thereafter Tenant shall pay to Landlord, as liquidated damages until the end of the full Term, an amount equivalent to the Rent payable as herein provided less the sum of the net receipts (if any) derived by Landlord from the reletting of the Premises. Any sums received by Landlord from or for the account of Tenant when Tenant is in default under this Lease may be applied, at Landlord's option, to the satisfaction in whole or in part of any obligation of Tenant then due in such manner as Landlord sees fit and regardless of any imputation by law or any designation or instruction of Tenant to the contrary.

23.02 In the event of the bankruptcy, or insolvency, winding-up, dissolution or reorganization of Tenant resulting in a default under the provisions of the Lease, there shall immediately become due and exigible in favour of Landlord, on account of the damages, costs and losses (including, without limiting the generality of the foregoing, loss of Rent) which may be suffered by Landlord as a consequence thereof, an amount equal to the aggregate of the amount of any letter(s) of credit furnished to Landlord pursuant to the provisions of this Lease. Landlord's entitlement to such amounts shall not be affected or impaired by the status of Tenant or by any termination, resiliation, disavowal, repudiation or disclaimer of this Lease by whomsoever or any other decision or action taken by any trustee, liquidator, receiver, or other person appointed by any court or other body of competent jurisdiction under applicable legislation in force from time to time. Furthermore, and without prejudice to the foregoing, in the event of the bankruptcy or insolvency of Tenant, there shall immediately become due and exigible in favour of Landlord~ on account of accelerated rent, an amount equal to the Rent for a period of three (3) months next following the bankruptcy or insolvency or for such longer period of time as may be allowed by any applicable bankruptcy or insolvency legislation in force from time to time. Furthermore, in the event of Tenant's continued ,occupancy of the Premises after the filing of a proposal or a notice of intention to file a proposal pursuant to the provisions of the Bankruptcy and Insolvency Act, S.C. 1992 C-27, as amended from time to time, or any replacement legislation, and such continued occupancy commences on a day which is not the first day of a calendar month, any amounts of Rent payable on a monthly basis for such month and for any other partial month shall be calculated on a Qfil diem basis and be paid in advance. The rights of Landlord under this subsection 23.02 are in addition to and not in substitution for, nor shall they limit or otherwise restrict, any other rights, claims and recourses that Landlord may have, including, without limiting the generality of the foregoing, those contained in subsection 23.01.

23.03 In the event of any default by Tenant under this Lease or in the circumstances of subsection 23.02 hereof applying, Landlord shall have the right to immediately draw in full upon any letter of credit held as security for the fulfillment of Tenant's obligations hereunder or for the.

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569 payment of any amounts. that may be owing to the Landlord hereunder, and to retain the amount so drawn as its absolute property or to apply the same as a ca~h security deposit pursuant to the provisions hereof.

23.04 If Landlord retains the services of a lawyer to enforce the execution of any of Tenant's obligations under the Lease or to retake possession of the Premises, Tenant shall pay to Landlord on demand, in addition to judicial costs otherwise payable by Tenant, all extra-judicial or solicitor and client disbursements and legal fees (which may be calculated on an hourly basis) incurred by Landlord for the foregoing purpose.

SECTION XXIV MODIFICATIONS

24.01 In the event Landlord exercises its right to redevelop the Site, the whole in accordance with and pursuant to the applicable provisions of subsection 20.05 hereof, the Landlord shall have the right in such circumstances to change, alter, modify or expand the Building as the Landlord in its sole and entire discretion deems expedient, same to include, without limitation, the right of the Landlord to add additional floors to the Building, to expand the length or width of the Building, and/or to change, reduce, eliminate, alter and amend the location, dimensions or specifications ·of the entrances, exits, pipes, wires, ducts, conduits, utilities, mechanical systems, common areas and other Building services (including such as may be contained in the Premises) and the right to block light or views. The Tenant waives and renounces to any and all claims as a consequence of the foregoing providing the physical dimensions of the Premises remain substantially as contemplated herein and the Landlord complies with subsection 20.04, which shall apply mutatis mutandis. No action on the part of Landlord hereunder shall constitute an eviction hereunder or a change in the form or destination of the Premises or any diminution of the peaceable enjoyment by the Tenant. In the event any such change results in additional land being utilized to service the Building, such additional land shall be deemed included in the definition of "Land" for all purposes. In the event any change contemplated herein results in a change in the rentable area of the Building or any part thereof, !he Tenant's Proportionate Share shall be modified accordingly.

24.02 The Landlord reserves the right to construct other buildings, structures or improvements on the Site and to make such alterations and/or improvements to the Building and create such servitudes and other rights as may be necessary or desirable in order to permit any new structure or structures to be connected to the Site or Building.

SECTIONXXV ADDITIONAL PROVISIONS

25.01

(a)

(b)

(c)

(d)

Landlord: In the event of any sale of the Building, the Landlord shall be entirely released and relieved from all covenants and obligations of the Landlord hereunder, provided such purchaser has agreed in writing to be bound by and to assume and carry out any and all such covenants and obligations of the Landlord hereunder and such purchaser shall have received all Security held by the. Landlord pursuant to the terms of this L_ease

Amendment of Lease: No assent or consent to changes in or waiver of any part of this Lease shall be deemed or taken as made unless the same be done in writing and attached to or endorsed hereon by Landlord and Tenant. No covenant or term of this Lease stipulated in favour of the Landlord or Tenant shall be waived, except by express written consent of the other, whose forbearance or indulgence in any regard whatsoever shall not constitute a waiver of the covenant, term or condition to be performed; and until complete performance of the said covenant, term or condition, the creditor thereof shall be entitled to invoke any remedies available under this Lease or by law despite such forbearance or indulgence.

DELETED INTENTIONALLY

Late Payments: The acceptance by the Landlord of any postdated cheque or money owing for Rent after its due date is to be considered as a mode of collection only, without

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(e)

(f)

(g)

(h)

(i)

novation of, nor derogation from, any of Landlord's rights, recourses and actions in virtue of this Lease 'which demands punctual payment of all obligations.

All sums owing by Tenant under this Lease not paid when due shall thereafter bear interest at a rate equivalent to five percent (5%) per annum above the prime lending rate of The Toronto-Dominion Bank from time to time in· effect. Notwithstanding the foregoing, Real Estate Taxes, and any other utility charges or taxes not paid when due pursuant to the Lease shall bear interest at a rate equivalent to the greater of five percent (5%) per annum above the prime lending rate of The Toronto-Dominion Bank from time to time in effect and the interest on arrears charged by the relevant utilities or taxing authorities.

Tenant: All the covenants herein contained shall be deemed to have been made by and with the heirs, executors, administrators, assigns or successors of each of the parties hereto, and if more than one Tenant, the covenants herein contained on the part of the Tenant shall be construed as being solidary and where necessary, reference to the Tenant as being of the masculine gender or in the singular number shall be construed as being in the feminine or neuter gender or in the plural number-.

Brokerage Commission: As part of the consideration for the granting of this Lease, each of the Tenant and the Landlord represents and warrants to the other that no broker, agent or other intermediary introduced the parties or negotiated or was instrumental in negotiating or consummating this Lease other than the Real Estate Broker, if any, named in subsection 1.01 hereof, whose fees shall be payable by Landlord in accordance with Landlord's agreement with such broker.

Notices and Demands: All notices, demands or other communications required or permitted under this Lease shall be in writing and shall be given or made either by delivering the same personally, by messenger service with return receipt, or by mailing the same first class mail postage prepaid and either registered or certified, return receipt requested, addressed to the party at its Address for Notice. All such notices, demands, communications or other deliveries shall be dated as of the date of sending thereof and shall be conclusively deemed to have been given and received, if delivered personally on the date of delivery, if given by telecopier on the next Business Day after sending, and if given by mail on the date of its actual receipt as illustrated by the post office records. The Tenant elects domicile at the 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 or in connection with this Lease.

Publication of Lease: This Lease shall not be published at length but only by a notice contemplated by Article 2999.1 of the Civil Code of Quebec and then only after the form and terms of such notice have been approved by Landlord, acting reasonably, the whole at the cost of Tenant, including the cost of publication and providing a copy to Landlord. Without limiting the grounds upon which Landlord may withhold its approval, such notice may contain only such information as is required to afford Tenant the benefit of registration contemplated in the second paragraph of Article 1887 of the Civil Code of Quebec and in no circumstances may such notice make any reference to the Base Rent or any other amount payable under this Lease. Should this Lease be published, Tenant shall, at the expiration or termination thereof, cause same to be radiated at its expense, failing which Landlord will have the right to cause such radiation and charge Tenant with the cost of same.

Prior Agreements: The present Lease cancels and supersedes all prior offers to lease, leases and agreements, written or otherwise, entered into by the Landlord and the Tenant regarding the Premises leased hereunder. This Lease and such rules and regulations as may be adopted and promulgated by the Landlord from time to time constitute the entire agreement between the parties.

Rights Cumulative: No right or remedy herein conferred upon or reserved to the Landlord is intended to be exclusive of any other right or remedy herein or by law provided, but such rights shall be cumulative and in addition to every other right or remedy herein or by law provided.

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(k) Performance by the Landlord: If the Tenant fails to pay any sum to any third party or perform any other obligation under this lease unless such failure to perform results from force majeure, the landlord may, subject to a prior written notice of ten (10) Business Days to Tenant, such notice not to be in duplication of any other notification provisions and delays provided for hereunder, pay the said sum or perform the said obligation in the place and stead of the Tenant who shall be thereupon obliged to repay the said sum and/or rein:iburse any costs incurred by the Landlord in performing such obligation, ~ogether with a fee equal to twenty percent (20%) of the amount paid or the costs rncurred, as the case may be, the whole without prejudice to any other rights or recourses of the landlord which may accrue in the circumstances.

(I) Severability: If any clause or provision (or any part of any clause or provision) herein contained shall be adjudged invalid, the same shall not affect the validity of any other clause or provision of this Lease (or as the case may be, the remainder of any clause or provision in which it is found), or constitute any other cause of action in favour of either party against the other.

(m) Governing Law: This Lease shall be construed and interpreted in accordance with the laws of the Province of Quebec.

(n) Captions: The captions appearing in this lease have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Lease or any provision thereof.

(o) Time of the Essence: Except where otherwise provided by an express provision of this Lease, Tenant shall be in default by the mere lapse of time for performing its obligations.

(p) Freely Negotiated: The Tenant acknowledges that it has had the opportunity to consult with legal counsel in connection with the negotiation and execution of this Lease and Tenant further acknowledges that all provisions of this Lease have been freely and fully discussed and negotiated and that this Lease does not constitute a contract of adhesion.

(q) Waivers. The Tenant hereby waives any right which it might have or enjoy at any time pursuant to Article 1854 (second paragraph), 1859, 1861, 1863 (second paragraph), 1867, 1868 (second paragraph), 1881 and 1883 of the Civil Code of Quebec or any replacement legislation.

(r) No Recourse to Partners: If the Landlord is a limited partnership or a general partnership, the Tenant agrees that any claim the Tenant may have will be solely as against the partnership's assets including without limitation its interest in the Property and in no event shall recourse be sought against the limited partners or the partners of the general partnership.

SECTION XXVI RULES AND REGULATIONS

26.01 The rules and regulations respecting the Building and the Site which are more fully set forth in Schedule "G" hereto shall, during the Term, be observed and performed by the Tenant, its officers, servants, employees, agents, invitees and licensees, and the Landlord shall have the right to make reasonable alterations and additions to such rules and regulations and to

. make such other and further reasonable rules and regulations as in its judgment may from time to time be required for the safety, care and cleanliness of the Site including the Premises, and for the preservation of good order therein, and the same shall be observed and performed by the Tenant, its officers, servants, employees, agents, invitees and licensees. The Landlord may waive any one or more of these rules and regulations for the benefit of any particular tenant or tenants, but no such waiver by the Landlord shall be construed as a waiver of the rules and regulations in favour of any other tenant or tenants nor prevent the Landlord from thereafter enforcing any rules and regulations against all or any of the tenants in the Building. Furthermore, the Landlord, acting reasonably, may apply the rules and regulations in a different manner having regard to the different nature of businesses carried on by the tenants, within the Building. The Landlord agrees to notify the Tenant in writing of any changes in the rules and regulations.

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SECTION XXVll MORTGAGES

27.01 DELETED INTENTIONALLY

27.02 Tenant covenants and agrees. that if by reason of default by Landlord under any deed of hypothec, deed of trust or other security document relating to Site Landlord's title is terminated, it will attorn to the acquirer of the Site pursuant to any action taken under any such deed of hypothec, deed of trust or other security document and Tenant will recognize such acquirer as Tenant's landlord under this Lease.

27.03 Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give the Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the event any such action is taken under any such deed of hypothec, deed of trust or other security document and agrees that this Lease shall not be affected in any way whatsoever by any such proceedings.

27.04 Tenant agrees to execute and deliver, at any time and from time to time upon the request of Landlord or the holder of any such deed of hypothec, deed of trust or other security document, any instrument which may be necessary or appropriate to evidence such attornment. Tenant shall execute and deliver such instrument (or instruments) within ten (10) Business Days after being requested to do so.

27.05 Tenant will upon request of Landlord .furnish to the Landlord and/or to each creditor under a deed of hypothec, deed of trust or other security document relating to Site and/or to an actual or prospective purchaser, a written statement that this Lease is in full force and effect and that the Landlord has complied with all its obligations under this Lease (or state those with which it has not complied with) and any other reasonable written statement, document or estoppel certificate requested by any such creditor, purchaser, or prospective purchaser. Tenant shall execute and deliver such statement or certificate within ten (10) Business Days after being requested to do so.

27.06 Tenant will also, upon request and without undue delay, provide Landlord with such information as to the Tenant's financial standing and corporate organization as may from time to time reasonably be required by the Landlord and/or any creditor under a mortgage, hypothec, deed of trust or other security interest and/or any actual or prospective purchaser subject to the execution by any such third party of a confidentiality agreement acceptable to the Tenant.

SECTION XXVlll SCHEDULES

28.01 The Schedules are included in and form an integral part of this Lease.

SECTIONXXIX ENGLISH LANGUAGE

29.01 The parties have requested that this agreement of lease be prepared in the English language. Les parties ont demande que la presente convention de bail soit redigee en anglais.

IN WITNESS WHEREOF, the parties have signed these presents at the place first hereinabove mentioned.

l/titness

Witness

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PENG UY PROPERTIES, LIMITED PARTNERSHIP, by its general partner PENGUY PROPERTIES INC.

Per:

lnillals

Landlord

572

573

Witness

Witness

Witness

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PENGUV PROPERTIES INC.

(collectively, the Landlord)·

THOM (Tenant

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SCHEDULE "A"

LAND DESCRIPTION

Lot 1066166 of the Cadastre of Quebec, in the Registration Division of Montreal.

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SCHEDULE "B"

PREMISES DESCRIPTION

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577 SCHEDULE "C"

LANDLORD'S WORK

Landlord shall at its expense, with its choice of labor and new materials, effect the Landlord's Work described below. All construction and electro-mechanical plans required for Landlord's Work shall be paid for by Landlord. Any item which is not specifically designated below as Landlord's Work or which exceeds the scope of the Landlord's Work described below as well as all other work Tenant must or wishes to do in the Premises shall be effected by the Tenant at its sole cost and expense in accordance with plans and specifications previously submitted and approved by Landlord, and in accordance with the conditions of Landlord's consent and the provisions of this Lease.

Provided that: (a) this Lease is signed by March 171h, 2009 (b) the Tenant has provided ~ to Landlord the Security by no later than March 191

h, 2009 and (c) the plans and ~ specifications for the Landlord's Work have been approved by Landlord and Tenant, jf Landlord agrees to substantially complete the Landlo~s Work in the Premises by June 1•1, 2009. d( d/ C•~( ~

Subject to the provisions of subsection/21.02 of the Lease, an to the extent any delay is due to the Tenant's fault (provided Landlord has given notice to Tenant as contemplated in subsection 1.01 (g)), if the Landlord's Work pertaining to the second and the third floor of the Premises is not substantially completed by June 15, 2009 or Premises have not been delivered to Tenant by such date, Landlord shall grant to the Tenant a rental credit equal to twice the daily Base Rent payable for the portion of the Premises which is not substantially completed, calculated from June 15, 2009 to the day immediately preceding the substantial completion date of such portion. For clarification the rental credit will apply only to the floor for which substantial completion is delayed. Such rental credit shall be in full and final settlement and compensation of any and all claims of any nature as a result of such late delivery.

Landlord's Work :

1. Landlord shall complete all of the demolition required in the Premises to deliver the

Premises per the attached preliminary plans attached as Schedule C-1 ;

2. Landlord shall provide a new suspended ceiling, 2' x 4' at 9'6" in height;

3. Landlord shall provide building standard 1' x 4" T-8 fluorescent lighting;

4. Landlord shall renovate the existing bathrooms with new fixtures, flooring, lighting and

stalls;

5. Landlord shall provide 18" side lights in the quantity identified on the plan attached as

Schedule C-1;

6. Landlord shall allocate an allowance of $50,000.00 for it to do work in the cafeteria,

located on the second floor.

7. Landlord shall provide solid core door, of masonite, paint grade;

8. Landlord shall ensure that HVAC capacity and distribution required per the attached plan

is available;

9. An allowance of $20,000.00 is allocated for the work to the reception desk and other

desired mill work;

10. Landlord shall provide, in the area highlighted in yellow on the plan of the 3rc1 floor in

Schedule C-1, 10 internal windows looking onto the 2"d floor cafeteria.

11. Landlord shall provide electrical distribution for each of the work stations and the offices

and boardrooms, per industry standards for typical office use;

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12. Landlord shall provide sprinklers per the applicable building code;

13. Landlord shall renovate the existing elevator cabs to the building standard;

14. Landlord shall provide and install 28 oz nylon carpet throughout the Premises, save f9r

the cafeteria which shall be provided with VCT as the floor finish;

15. Landlord shall install at its cost a magnetic card system to control the access to the

Premises by the Staircases and by the two elevators.

No telephone, internet, cable or data cabling of any kind forms part of the Landlord's Work.

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579

SCHEDULE C-1

PLAN OF LANDLORD'S WORK

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581 SCHEDULE "D"

BUILDING MINIMUM STANDARDS FOR TENANT FINISHES.

The Tenant acknowledges that the Tenant's finishing of the Premises will conform to the following standards:

1.

2.

3.

Partitioning within the Tenant premises

Floor to underside of suspended ceiling, Yz'' drywall, each side of 2 Y2" steel studs complete with sound insulation.

Partitioning between tenants

From slab to slab, 2 layers of Y2" drywall, each side of 2 W steel studs complete with sound insulation.

Doors & Frames

The building standard interior doors will be 3'0" (three feet, zero inches) wide by 8'6" (eight feet six inches) high, stained wood with solid core. Frames will be stained wood, as per Building standards.

4. Hardware

Will be brushed aluminum commercial hardware. Keying will conform to the Building master key system for reason of security and maintenance.

5. Ceiling

Acoustic tile suspended ceiling, as per standard Building grid.

6. Flooring

All floors to be finished in either building minimum standard, 28 oz. Antistatic nylon carpet, or 12" X 12" vinyl composite tiles.

7. Bases

Serged carpet base in carpet areas, vinyl or rubber cove base in vinyl composite tiled areas.

8. Painting

One (1) coat primer followed by two (2) coal$ of latex paint.

9. Lighting

Building standard recessed fluorescent fixture with standard K12 lenses. One fixture provided for each 50 square feet. (approx.)

10. Electrical

One standard duplex wall mounted electrical receptacle per closed office, plus outlets as required in support areas (reception, conference room, computer room, telephone room, printer room, etc.). All telephone and computer cabling will be installed by a specialized firm at Tenant's cost.

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I Page 2 582

11. Sprinklers

I ' Sprinkler layout to conform to Code requirements and those of Landlord's insurance underwriter.

I I I I I I I I I I I I I I

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583 SCHEDULE "E"

TELECOMMUNICATIONS AND CABLING POLICIES

Te_nant may utilize_ a telecommunication service provider of its choice with Landlord's prior written consent which Landlord may withhold in its discretion, subject to the provisions of this Lease, including but not limited to the following:

(a)

(b)

(c)

(d)

. (e)

The service provider shall execute and deliver Landlord's standard form of license agreement which shall include a provision for Landlord to receive compensation for· the use of the space for the service provider's equipment and materials;

Landlord shall incur no expense or liability whatsoever with respect to any aspect of the provision of telecommunication services, including without limitation, the cost of installation, service, materials, repairs, maintenance, interruption or loss of telecommunication service;

Landlord must first reasonably determine that there is sufficient space in the risers of the Building for the installation of the service provider's equipment and materials;

Tenant shall indemnify and hold harmless Landlord for all losses, claims, demands, expenses, and judgements against Landlord caused by or arising ouf of, either directly or indirectly, any acts or omissions by the service provider or Tenant or those for whom they are responsible at Jaw; and

Tenant shall incorporate in its agreement with its service provider a provision granting the Tenant the right to terminate the service provider agreement if required to do so by Landlord and landlord shall have the right at any time from time during the Term to require Tenant at its expense to exercise the termination right.

Tenant shall be responsible for the costs associated with the supply and installation (and if requested by Landlord for the removal) of telephone, computer and other communication equipment and systems and related wiring within the Premises to the boundary of the Premises for hook up or other integration with telephone and other communication equipment and systems of a telephone or other communication service provider, which equipment and systems of the service provider are located or are to be located in the Building pursuant to Landlord's standard form of license agreement.

Landlord shall supply space in risers in the Building and space on floor(s) of the Building subject to subparagraph (c) above, in which the Premises are located, the location of which shall be designated by Landlord in its discretion, to telecommunication service providers who have entered into Landlord's standard form of license agreement for the purpose, without any cost or expense to Landlord therefore, of permitting installation in such risers and on such floor(s) of telephone and other communication services and systems (including data cable patch panels) to the Premises at a point designated by Landlord.

Landlord shall have the right to assume control of cables and other communication equipment in the Building and may designate them as part of the Common Areas and Facilities.

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1. RIGHT OF FIRST OFFER

SCHEDULE "F"

SPECIAL CONDITIONS

Throughout the Term, Tenant will have a right of first offer to lease any space which is or becomes vacant and available on the ground floor of the Building, the whole on terms and conditions then being offered by Landlord for such space. If Tenant does not exercise its right of first offer by written notice to Landlord within five (5) Business Days of Landlord's notice advising Tenant of the availability and of the terms and conditions of lease of such space (which right must be exercised in respect to the entire space described in Landlord's notice and not for a part only}, Tenant will be deemed to have waived and renounced its right of first offer and Landlord shall be free to lease the space to a third party. This right of first offer is (i} conditional upon Tenant being in good standing under its Lease at the relevant time; (ii) is subject to any pre-existing rights of third parties to lease the space in question; (iii) does not apply where Landlord renews or extends any existing or future lease of the space in question; (iv) ceases to apply if the Tenant assigns the Lease or sublets the Premises in whole or in part or ceases to occupy the Premises; (v) cannot be assigned in any way; and (vi) does not apply in respect of any space where Landlord may be relocating another tenant of the Building. Tenant's right of first offer ceases to apply in respect of any particular space described in Landlord's notice which Tenant does not lease or in respect of which Tenant is deemed to have waived its right of first offer.

2. TENANrs RIGHT TO TERMINATE

The Tenant shall have a one-time right to terminate this Lease at the expiry of the tenth (10th) year of the Term that is, on May 31, 2019, ("Termination Date") upon a written notice to the Landlord (the "Notice") which shall be given no later than nine (9) months 'prior to the Termination Date. If the Tenant exercises its option to terminate the Lease in accordance with the foregoing provisions it shall as a condition of exercise of such termination right, concurrently with the giving of its notice to the Landlord, pay to the Landlord by certified cheque, an indemnity equal to THIRTY-FOUR DOLLARS ($34.00) plus GST and OST per square foot of the rentable area of the Premises.

Notwithstanding the giving of such notice of termination Tenant remains bound by all of the provisions of the Lease, including without limitation the payment of all Rent until the Termination Date.

3. LEASEHOLD IMPROVEMENTS

The Tenant agrees to remit to the Landlord at the execution of this Lease, an amount equal to five hundred thousand dollars ($500,000.00) plus GST and OST which amount shall constitute Tenant's contribution to the cost of Landlord's Work, as set forth in Schedule "C" hereof, to be performed by the Landlord at its cost (save for Tenant's contribution as herein mentioned) in the Premises for and on behalf of the Tenant, subject to the terms of subsection 20.09 of the Lease.

4. RENT FREE PERIOD

Notwithstanding any other provisions of this Lease, Tenant shall not be responsible for the payment of any Base Rent for: ·

(a) the tenth (101h), eleventh (11th) and twelfth (12th) months of the first year of the Term;

(b)

(c)

(d)

the thirteenth (131h) through the twenty-fourth (24th) months of the second year of the Term;

the twenty-fifth (25th) and twenty-sixth (26th) months of the third year of the Term; and

the first ten (10) days of the twenty-seventh (27th) month of the third year of the Term.

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(hereinafter collectively the "Rent Free Period")

It is understoo~, however, that all other terms and conditions of the Lease shall apply during the Rent Free Perrod including without limitation the Tenant's obligation to pay its Proportionate Share of Operating Expenses, Real Estate Taxes and Tax on Capital as well as all other amounts, charges and outlays payable as Additional Rent under the terms of this Lease.

5. SIGNAGE

Provided that the Tenant is Thomas Cook Canada Inc. (or an affiliate thereof), the Tenant may, at it_s sol~. ex~ens~, ins.tall (a) on_e (1) sign on the exterior fa9ade or roof top of the Building; and (b) 1dent1f1cat1on signs m the main entrance vestibule of the Building subject to the prior written approval of the Landlord which approval shall not be unreasonably withheld. The Landlord's approval of such signs is conditional upon:

(i)

(ii)

(iii)

the Tenant obtaining Landlord's consent with respect to the location, dimension, color, design and mode of fixation, and the absence of neon or flashing lighting;

in the event of a rooftop sign, such signage, in Landlord's opinion, not interfering with any structures and installations presently located on the roof of the Building.

the Tenant securing prior written approval of all authorities, municipal and others having jurisdiction over the installation, maintenance and use of such signs;

(iv) the Tenant being solely responsible for all costs of construction, installation, maintenance, removal (upon expiry or earlier termination of this Lease, or upon such signage no longer being permissible under applicable law) (and of repairs to the Building necessitated by such removal) and operation of such signs, including electricity, if applicable; and

(v) if Landlord requires the removal or relocation of signs to proceed with maintenance and/or improvements to the Building, Tenant shall, at its sole cost and expense, remove or relocate such signs to location designated by the Landlord.

The Tenant shall be responsible tor and shall indemnify the Landlord with respect to any loss, damage, claim or cost arising by reason of the installation and use of the signs or for reason of damage to or destruction of the said signs (unless damaged by the Landlord).

In the event any one or more of the foregoing conditions are not fulfilled or complied with, the Landlord may, without notice to the Tenant, remove or relocate any such signs at the expense of Tenant.

Furthermore and for greater certainty, the Tenant shall not post signage of third parties anywhere on or in the Building.

6. GENERATOR

Provided the Tenant is Thomas Cook Canada Inc. (or an affiliate thereof) and provided the Tenant has not been and is not in default under the terms of the Lease and subject to all applicable laws, by-laws and regulations, the Tenant shall have the right at its sole cost and expense to install a generator on the roof of the Building at a location to be designated by the Landlord.

All work required for the installation of the generator (including the selection of the generator itself and related equipment) will be subject to the provisions of the Lease relating to alterations, additions, improvements and repairs and in particular Section 14 of the Lease. In the event any competent authority advises the Landlord that the installation on operation of the generator is not in conformity with any applicable laws, by-laws and regulations, the Tenant shall diligently at its cost rectify the situation, in default of which the Tenant shall remove the generator at its cost

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and expense. All fines, penalties and all other charges resulting from the non-conformity of the generator shall be borne by the Tenant. ,

At end of the Term or earlier termination thereof, the Tenant shall remove the generator and shall repair at its cost, all damages to the Building resulting from the installation and removal of th«;! generator failing which, the generator shall remain in its location without any compensation being due therefor to the Tenant.

7. PARKING

Tenant acknowledges that as of the date hereof, there are presently no parking facilities provided by the Landlord to the Tenant. In the event, however that indoor or outdoor parking facilities become available to the Landlord, Landlord agrees to advise the Tenant in writing ("Landlord's Notice") of such availability and Tenant shall have the right to lease a maximum of sixty percent (60%) of the available parking spaces at the then prevailing monthly rate established from time to time by the third party operator of the parking facility. Tenant must advise Landlord within five (5) days of receipt of Landlord's Notice of its intention and the number of spaces required if any, failing which Landlord will have the right to lease the said parking spaces to any third party and any future leasing of such parking spaces by the Tenant will be subject to availability. Tenant agrees that it will abide by and respect all of the terms and conditions governing the use of such spaces as established from time to time by the operator of the parking facility. Furthermore, the Tenant agrees to execute any other documentation Landlord deems necessary in order to give effect to the foregoing.

8. EXISTING TENANT

Landlord represents and warrants that as at the date of execution of the present Lease, the lease agreement with Concordia University has been terminated insofar as the Premises are concerned and no other lease, offer to lease or other similar agreement exists which affects the Premises, in whole or in part.

9. STAIRWELL

The Tenant hereby acknowledges that the Landlord and any of its agents, employees and invitees as well as any tenants of the Building and their agents, employees and invitees shall have the right to use the stairwell outlined in yellow in Schedule "B" hereof in common with the Tenant and the Tenant represents and warrants that it will not in any way, at any time during the Term of the Lease, obstruct or restrict access to and from the said stairwell.

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587 SCHEDULE "G"

RULES AND REGULATIONS

1. The· Tenant shall follow such instructions, if any, as Tenant may from time to time receive from Landlord relating to the maintenance and care of the heating, ventilating and air-conditioning equipment contained within the Premises.

2. The Tenant shall not permit the introduction of any machine or electrical or mechanical device of a nature to occasion objectionable noise or vibration or be injurious to the Premises or Site to any of the occupants thereof.

3. The Tenant shall not without the written consent of the Landlord use any electric current except that supplied from the general system installed in the Building, and the Landlord shall not be responsible in damages by reason of any failure of such current. If the Landlord grants the Tenant permission to introduce any special electrical power, telegraphic or telephone connection, the Landlord reserves the right to direct where and how wires are to be introduced, and without such direction no boring or cutting shall be permitted. No radio or television aerials shall be installed by Tenant within the Building or Premises. Landlord acknowledges that Tenant shall have the right to install a generator in accordance with the provisions hereof and Section. 6 of Schedule "P' hereof. The Landlord also acknowledges that the Tenant may use wireless technology within its Premises.

4. The Tenant shall keep the Premises in a good state of preservation and shall not suffer any accumulation of useless property or rubbish therein.

5. No animals or birds shall be kept in or about the Premises.

6. Any breakage of glass in the Premises shall be charged to the Tenant if such damage is due the fault of the Tenant or any of its agents, employees, invitees, contractors or other persons for whom Tenant is responsible or who are responsible to Tenant by contract or bylaw.

7. The Tenant, its employees, clerks or servants, shall not use the Premises for the purpose of lodging rooms, or for any immoral or unlawful purpose, and shall not mal<e or permit any improper noise::; in the Building or obstruct or interfere in any way with other tenants or those having business with them, and shall not throw anything out of the windows or doors or down through the passages or skylights of the Building.

8. The Tenant shall not mark, paint, drill into or in any way deface the walls, ceilings, partitions, floors, wood, stone or iron work, or any other appurtenance to the Premises. However, Tenant shall have the right to decorate its Premises provided that such decorating does not in any way deface the Premises, including without limitation, the walls, ceiling and partitions. ·

9. The skylights and/or windows that reflect or admit light into any place in the Building shall not be covered or obstructed by the Tenant.

10. The sidewalks, entries, passages, halls, elevators and stairways shall be under the exclusive control of the Landlord and shall not be obstructed by the Tenant, or used by it for any other purpose than the ingress and egress to and from its respective offices or places of business.

11. Furniture, accessories and equipment, as well as bulky articles and construction materials which the Tenant may require from time to time, shall be carried to the Premises at such hour and in such manner as the Landlord may designate, the whole subject to arrangements for adequate security and supervision, at the cost of Tenant, having been previously m~de. Any damages which may be caused to the Building in the carrying of furniture, bulky articles or construction materials to or from the Premises shall be the sole responsibility of the Tenant.

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12. The Tenant shall not employ any person or persons other than the janitor staff of the Landlord for the purpose of cleaning and taking charge 'of the Premises and for such purposes the janitor of the Landlord shall be .provided with a pass-key and shall be allowed admission into the Premises.

13. Should a directory board be provided by Landlord in the Building, said board will be installed in a conspicuous place and its capacity will be such that it may contain the numbers of rooms and names of the tenants; however, it shall not include other than the firm name of the Tenant, same to be provided at the Tenant's cost.

14. The Landlord shall not be responsible for any damage to the furniture, effects, goods or equipment of the Tenant while being transported or moved to and from the Premises or in the elevators, corridors, basement or other premises of the Landlord.

15. If any sign, advertisement or notice shall be inscribed, painted or affixed by the Tenant on any part of the Premises or Building without the prior written consent of the Landlord, the Landlord shall be at liberty to forthwith remove same at Tenant's expense.

16. The Tenant shall not place any additional locks upon any doors of the Premises without written permission and shall not permit any duplicate keys to be made therefor, but shall use only additional keys obtained from the Landlord at the expense of the Tenant. The Tenant shall surrender to the Landlord at the termination of this Lease all keys to the Premises and the Building.

17. The Tenant shall not perform any acts which may injure the Premises or be a nuisance to other tenants of the Building and shall forthwith upon the request of the Landlord discontinue all acts or practices in violation of this regulation and repair any damage or injury to the Premises caused thereby.

18. The Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of these rules and regulations or the Lease of which these rules and regulations are a part.

19. The Landlord shall have the right to prohibit any advertising by the Tenant which, in its opinion, tends to impair the reputation or character of the Building or Site and upon written notice from the Landlord, the Tenant shall refrain from or discontinue such advertising.

20. Canvassing, soliciting and peddling in the Building or on the Site is prohibited and the Tenant shall co-operate to prevent the same.

21. The Tenant shall have no right to advertise by using the words "LIQUIDATION SALE", "AUCTION SALE", "FORCED TO VACATE", "GIVING UP LEASE", or "GIVING UP BUSINESS", or make use of terms and phrases denoting same or having similar meaning. The Landlord may remove such si.gns or advertising without any recours€J in damages against the Landlord which the Tenant herein expressly waives.

22. The Tenant shall not install window shades, venetian blinds, curtains or drapes of any kind or description without the Landlord's prior written approval, which approval shall not be unreasonably withheld.

23. The Tenant shall not lay linoleum, rubber, cork or other floor coverings without Landlord's prior written approval. If Landlord grants Tenant permission to Jay such linoleum, rubber, cork or other floor coverings, same shall not come in direct contact with the floor and an interlining of builder's deadening felt shall be first affixed to the floor by a paste or other adhesive which may be readily removed with water.

24. If any apparatus ·used or installed by the Tenant requires a permit as a condition for installation, the Tenant must file a true copy of such permit with the Landlord.

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25. Tenant is responsible, should it elect, at its own-cost, to maintain its Premises secure and to protect them from theft. For such purposes Tenant, will install an alarm system as well as any other required protective systems.

26. The Tenant undertakes to abide by and participate in any fire drills or other similar manoeuvres called or arranged by the municipality, fire department, or the Landlord for the security and protection of the Building and the tenants thereof.

27. The Tenant shall not place any debris, garbage, trash or refuse or permit the same to be placed or left in or upon any part of the Building or Site outside of the Premises except ·areas, if any, designated by Landlord from time to time for such purposes. If the Tenant is using perishable articles or generates wet garbage, the Tenant shall provide suitable storage facilities approved by the Landlord in writing. Wet garbage shall at no time be mixed with normal, dry, office waste.

28. The Tenant shall not permit or allow any odours, vapours, steam, water, vibrations., noises or other undesirable effects to emanate from the Premises or any equipment or installation therein which, in the Landlord's opinion, are objectionable or cause any interference with the safety, comfort or convenience of other tenants and occupants of the Building or the Site.

29. The Landlord undertakes at Tenant's sole cost and expense (said costs to be included in Operating Expenses other than any amounts excluded pursuant to subsection 1.01 (v)(xxvii)), to install and maintain fire extinguishers and such other fire protection equipment and fire-warning devices required or recommended by the Landlord's insurers or any governmental authority having jurisdiction over the Premises or the business conducted therein.

30. Tenant shall not allow smoking in the interior Common Areas (including without limitation in staircases, washrooms and emergency exits), except in areas, if any, expressly designated by Landlord for such purpose. Tenant is encouraged to adopt a similar nonsmoking policy in respect of the Premises. If Tenant allows smoking in the Premises, Tenant shall be responsible for complying with all applicable Laws and for the installation, at its cost, of an adequate ventilation system, to Landlord's satisfaction.

31. In the event that in accordance with the terms and conditions of the Lease, exterior parking facilities are provided to Tenant, unless stipulated expressly to the contrary in the Lease, the Landlord reserves the right to at any time and from time to time designate the area or areas within which the Tenant must park and prohibit the Tenant from parking in any areas other than those so designated.

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SCHEDULE "H"

AGREEMENT REGARDING LETTER OF CREDIT

Reference is made to the lease dated March __ ,2009 {"Lease") between THOMAS COOK CANADA INC. {"Tenanr), Penguy Properties, Limited Partnership and Penguy Properties Inc. {"Landlord") for the Tenant's premises {"Premises") situated in the property located at 1257-1259 Guy Street, in Montreal, Province of Quebec.

THE TENANT AND THE LANDLORD, IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES AND COVENANTS AND AGREEMENTS OF THE TENANT CONTAINED IN THIS AGREEMENT, COVENANT AND AGREE AS FOLLOWS:

1. The Tenant covenants to provide to the Landlord, on an uninterrupted and continuing basis for the period commencing on the date of this agreement and expiring on the day immediately preceding the tenth anniversary of the Commencement Date (or such earlier date on which the letter of credit will have been amended or replaced as a result of the reduction in accordance with the terms hereof), with an irrevocable letter of credit or irrevocable letters of credit issued by .a Schedule I Canadian chartered bank in the aggregate amount of One Million Dollars ($1,000,000.00), in the form and of the substance set forth in Schedule 1 hereto, all of the terms and conditions of Schedule 1 being incorporated in this agreement .by reference as if recited at length herein. The letter of credit or letters of credit will serve {a) to guarantee, up to the amount of ONE MILLION DOLLARS ($1,000,000.00), the due and prompt payment and performance of each and every obligation, liability, condition and agreement to which the Tenant is bound by the terms of the Lease {including, without limitation, the prompt payment of all rentals and additional rentals and amounts on account of indemnities which may become due pursuant to the Lease); and (b) to indemnify the Landlord, up to the same amount, for any loss of rentals or additional rentals which may be suffered by Landlord as a consequence of the termination, resiliation, disavowal, repudiation or disclaimer of the Lease prior to the end of its term thereof, which has resulted from the occurrence of an Event of Default (as defined in the Lease); provided however, that this paragraph (b) shall not be construed so as to indemnify Landlord for any amount to which it is not in the circumstances entitled under the Lease or applicable law as a result of the exercise by the Landlord of its rights and recourses regarding such Event of Default {as defined in the Lease).

Notwithstanding the foregoing, on the day immediately preceding the fifth anniversary of the Commencement Date, provided no Event of Default (as defined in the Lease) has occurred and is then continuing under the terms of Section XXlll of the Lease, the amount of the letter of credit which is then outs.landing at the end of such year, shall be reduced by an amount of Five Hundred Thousand Dollars ($500,000) and an amendment to the Letter of Credit (or a replacement letter of credit) shall be provided evidencing such decrease within ten (10) days thereof. The parties agree and confirm if any such event of default has occurred and is continuing, the reduction will not occur until such time as no Event of Default (as defined in the Lease) is continuing.

2. In the event that the Tenant does not renew any letter of credit furnished to the Landlord as contemplated in this agreement at the latest thirty {30) days prior to its expiration date, the Landlord will be entitled to draw on such letter of credit as well as all other letters of credit held by the Landlord, for the full amounts thereof, whether or not the Tenant is otherwise in default in the performance of its obligations under or in virtue of the Lease or this agreement, and to retain all amounts received by the Landlord from the issuing banks as a result of such draws {"Proceeds") for the same purposes, with the necessary adaptations, as the letters of credit drawn upon, until such time as the letters of credit have been replaced with new letters of credit affording the Landlord the security to which it is entitled under this agreement. Upon such replacement, any portion of the Proceeds still held by the Landlord will be returned to the Tenant.

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3. Neither. the furnishing of s~ch l~tter of credit or letters of credit nor the holding of any Proceed~ _as contemplated rn !hrs agreement will relieve th~ Tenant from the payment of rent, addrt1onal rent or any other charges for which the Tenant is liable under or in virtue of the Lease or in any way relieve the Tenant from the faithful and punctual performance of all covenants and conditions contained in or entered into in virtue of the Lease or in any way relieve the Tenant from the faithful and punctual performance of all covenants and conditions contained in or entered into in virtue of this agreement. If the Tenant is in default as aforesaid, it will be entirely in the Landlord's discretion as to whether the Landlord draws under s_uch letter of credit or letters of credit or compensates and sets off all or any part of the Claims as contemplated by paragraph 5 of this agreement, or whether the Landlord exercises whatever other rights, remedies and recourses the Landlord may have. In the event that the Landlord draws under any such letter of credit or compensates and sets off all or any part of the Claims, the Tenant will remit to the Landlord a replacement letter of credit or supplementary letter of credit sufficient to restore to the Landlord the security to be afforded to the Landlord as contemplated in this agreement within five (5) Business Days of the Landlord's written demand therefor, the whole without prejudice to such other rights, remedies and recourses as may avail to the Landlord in the circumstances.

4. Thirty (30) days following the termination of the Lease or any renewal thereof (or such earlier date on which the Letter of Credit is required to be released or reduced under the terms hereof), the letter of credit or letters of credit and any Proceeds held by the Landlord will be returned to the Tenant provided the Premises have been vacated in good order and condition in a timely manner and otherwise in the manner contemplated by the terms of the Lease, and provided the Tenant will then have complied in all respects with all terms, covenants and conditions to which it has bound itself under the Lease and this Agreement.

5. To further secure the Landlord to the full extent of the full security to which it is entitled under this agreement, the Tenant hereby grants to the Landlord a security interest in and hypothecates in favour of the Landlord whatever claims the Tenant now has or will ever have against the Landlord for or to the Proceeds, under or in virtue of paragraph 3 of this agreement or otherwise (collectively "Claims"). If the Tenant is in default in the performance of any of its covenants and conditions contained in or entered into in virtue of the Lease, or if the Tenant is in default in the performance of any covenants or conditions contained in this agreement, or if any of the Tenant's obligations under this agreement have become enforceable, the Landlord will have the right, as hypothecary creditor, to compensate and set-off the Claims against any and all amounts then owing by the Tenant to the Landlord, the whole without the necessity of demand or notice (other than as may be required by law) to the Tenant or to any other party. In such event, the Claims will be deemed to have been paid, cancelled and discharged to the extent of the amounts so compensated and set-off, and the Tenant will cease to have any interest whatsoever in the Claims to such extent.

6. Any Proceeds held by the Landlord as contemplated in this agreement will not be governed by the provisions of Articles 2280 and following of the Civil Code of Quebec and will not be construed as being the property of the Tenant but as belonging to the Landlord.

7. The Landlord will have the right to transfer the. benefit of any letter or letters of credit_ and any Proceeds contemplated in this agreement to any purchaser of the property in which the Premises contemplated in the Lease are situated and, for such purpose, to have the Landlord replaced as beneficiary under such letters of credit by appropriate amendments thereof acceptable to the Landlord and such purchaser, upon demand to such effect. In the event of such transfer the Landlord will be and hereby is entirely released and relieved of all the Landlord's covenants and obligations in respect of such letter or letters of credit, such Proceeds and the Claims and as well as those contained in this agreement, provided that such purchaser stipulates in favour of the Tenant to assume and carry out such covenants and obligations.

8. Without limiting the generality of any other provision of this agreement or of any letter of credit issued pursuant hereto, the security contemplated in this agreement will not be affected or impaired by the Tenant's bankruptcy, insolvency or winding-up, nor by any termination, resiliation, disavowal, repudiation or disclaimer of the Lease or this agreement,

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or both, by whomsoever, or by any other action taken by any trustee, liquidator, referee or other officer appointed by any court or other body of cor;npetent jurisdiction under any bankruptcy, insolvency or winding-up legislation in force from time to time, nor by the Landlord's failure to delay or proceed to litigation or to seek a remedy for any default of the Tenant, any guarantor or any other person, nor by any liberation or discharge from. bankruptcy or otherwise of any such trustee, liquidator, referee or other officer, nor by any release or other forgiveness in favour of whomsoever, nor by any extinction of any of the obligations, liabilities, agreements or conditions secured by any such letter of credit or deposit, nor by any other act, omission or event whatsoever which might lessen, affect or discharge a surety or person obliged to indemnify another.

9. Any security to be provided to the Landlord as contemplated in this agreement is and will at all times be in addition to and not in replacement of any other security heretofore furnished to the Landlord and any further and additional security furnished to the Landlord from time to time.

1 O. The parties have requested that this agreement be prepared in English. Les parties ont demande que la presente convention soit redigee en anglais.

Kindly confirm your covenants and agreements above set forth by signing and returning to us the enclosed copy of this letter. ·

Montreal, this ___ day of March, 2009.

PENGUY PROPERTIES, LIMITED PARTNERSHIP, by its general partner PENGUY PROPERTIES INC.

AND

PENGUY PROPERTIES INC.

Per~ LANDLORD

11.,. ACCEPTED AND AGREED on the t2o . day of March, 2009.


Per:

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SCHEDULE 1

[BANK LETTERHEAD)

Irrevocable Standby Letter of Credit No.: ------

Date Issued: _, 2009

Beneficiary:

Applicant: Thomas Cook Canada Inc. 7S Eglinton Ave. East Toronto, ON M4P 3A4

Amount: ___ _

We, Bank of Montreal, Global Trade Services, 234 Simeoe Street, 3rd Floor, Toronto, Ontario MST 1T4, at the request of the above-mentioned Applicant, hereby issue in favour of xxxxxxx (the "Beneficiary") our Irrevocable Standby Letter of Credit No. (the "Letter of Credit") in the aggregate amount of Thousand Canadian Dollars (CAD ).

This Letter of Credit is issued in connection with the Lease Agreement dated as of XXXX _, 2009 between xxxxxxx and Thomas Cook Canada Inc. and is available for payment with us upon receipt by us at the above-noted address of the following documents:

1.

2.

3.

The original copy of this Letter of Credit dated XXXXX __ , 2009; and

The Beneficiary's dated and signed written demand addressed to Bank of Montreal and stating: 'We the undersigned, xxxxxxx hereby demand payment of the sum of CAD --- drawn under Bank of Montreal, Global Trade Services, 234 Simcoe Street, 3rd Floor, Toronto, Ontario, Canada MST 1T4, Letter of Credit No. and certify that Thomas Cook Canada Inc. is in default of its obligations pursuant to the terms and conditions of the Lease Agreement dated XXXXX _, 2009 and we are entitled under the terms of the Lease Agreement to draw under this Letter of Credit the sum stated above; and

A copy of the Beneficiary's notice of default addressed to the Applicant, accompanied by a copy of the registered mail receipt, bailiff report, messenger way bill slip and confirmation or other mode of service recognized by a Court in the Province of Quebec, dated not less than seven (7) days prior to the Beneficiary's written demand for payment.

The amount of this Letter of Credit shall be reduced automatically by payments and/or shall be reduced by amendment, by the amount(s) as advised to us by the Beneficiary's signed written notice given to us at the above-noted address.

Partial and multiple drawings are permitted.

This Letter of Credit expires at our counters at the above-noted address on ____ _

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Drawings under this Letter of Credit will be duly honoured upon presentation to us of all the documents herein stated, provided that all terms and condition~ of this Letter of Credit have been complied with.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International Chamber of Commerce, Publication No. 500.

Signing Officer Authorized Signing Officer

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595

SCHEDULE "I"

RESOLUTIONS

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.TABU


TIDS IS EXHIBIT "U" TO THE AFFIDAVIT OF


596


Chris Tambakis Adgar Invesbnents & Developments Ltd. 1 Richmond Street West Suite 900 Toronto, ON M5H 3W4

Dear Chris

RE: Letter of Intent regarding the purchase of 75 Eglinton Ave East, Toronto

On behalf Red Label Vacations Inc. (the "Purchaser") Colliers International hereby submits to Adgar Invesbnents & Developments Ltd. (the "Vendor") this Letter of Intent to set out the principal terms and conditions upon which it is prepared to enter into a formal Agreement of Purchase and Sale for the Property described herein. This Letter of Intent is non-binding on either party until such time as a formal Purchase and Sale agreement has been executed and agreed upon by both parties.

1. Property The Property which comprises a total building area of approximately 82,000 square feet of office space and 2 levels of underground parking municipally described as 75 Eglinton Ave E, Toronto, Ontario (the "Property").

2. Purchase Price & Purchase Terms The Purchase Price for the Property shall be THIRTY TWO MILLION DOLLARS ($32,000,000) all cash, subject to usual adjusbnents (the "Purchase Price"), payable as follows:

(a) A deposit of FIVE HUNDRED THOUSAND DOLLARS ($500,000) payable herewith to be held by Colliers International in an interest bearing account with interest accruing to the benefit of the Purchaser;

(b) The balance of the Purchase Price by certified cheque at Closing.

3. Agreement of Purchase and Sale The Parties agree to negotiate in good faith and have the Agreement of Purchase and Sale signed within ten (10) business days after acceptance of this Letter of Intent. The Vendor shalt prepare the first draft of the Agreement of Purchase and Sale. Other than the obligation of the parties to negotiate in good faith during such ten (10) day period, and their agreement as to confidentiality, this Letter of Intent shall not be binding on either party.

4. Due Diligence Period (Purchaser's Condition) The Purchaser shall have forty five ( 45) days to satisfy itself in its sole discretion with respect to all matters relating to the Property including title, zoning, environmental matters, related financial matters, condition of the improvements and any other matters, contracts or obl,igations related to the Property.

Upon acceptance of the terms of the Letter of Intent, the Vendor shall make available to the Purchaser the following documents:

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598 Page2

(a) Full particulars of the Property, including plans and specifications of the buildings and improvements thereon or any documents reasonably requested by the Purchaser in order to expedite the due diligence process.

(b) Current "as built" survey for the Property.

(c) Copy of the lease documentation.

5. Right to Assign The Purchaser shall have the right at any time prior to closing, to assign the Agreement of Purchase and Sale to any person, persons or corporation, either existing or to be incorporated, and upon delivery to the Vendor of notice of such assignment, together with the assignee's covenant in favour of the Vendor to be bound hereby as Purchaser, the Purchaser hereinbefore named shall stand released from all further liability hereunder. ·

6. Closing Date The Closing Date shall take place thirty (30) days after removal of the Purchaser's Condition in Clause 4.

7. Closing Costs The Vendor and Purchaser shall each be responsible for its own customary expenses of Closing.

8. Property Until Closing The Property shall be maintained and operated by the Vendor until the Closing Date in a normal and proper manner, as would a prudent owner of property of like kind and quality.

9. Mortgages The Undersigned shall not be obligated to assume any existing mortgages on the Property. The Vendor shall discharge all mortgages at the Vendor's cost.

10. Confidentiality The Purchaser and the Vendor shall keep the terms of this Letter of Intent in strictest corifidence.

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Page3599

12. Facsimile The parties hereby acknowledge and agree that, for the purpose of offer, acceptance and execution of this Letter, an executed facsimile copy shall constitute an original executed copy. ·

The foregoing provisions are not intended to be exhaustive, but rather to provide a mutually agreeable basis for proceeding. Nonetheless, we trust this Letter of Intent, will be legally binding and will form the basis for a mutually acceptable agreement.

If the foregoing is acceptable to you, please sign and return one (1) copy of this Letter of Intent no later than June 11th 2014 at 5:00 pm. ·

Yours truly,

COLLIERS MACAULAY NICOLLS (ONTARIO) INC., BROKERAGE

Per:

Tim Bristow Senior Vice President Sales Representative

We hereby agree with the above Terms and Conditions at Toronto on this __ day of June, 2014

Red Label Vacations Inc. ("Purchaser")

Per Frank De Marinis Vice President

Acknowledged and Accepted at _____ on this __ day of June, 2014.

Adgar Investments & Developments Ltd. ("Vendor'')

Chris Tambakis CEO, North America

c: \users \rcoe \appdata \local \microsoft\ windows \inetcache \content.outlook\ vphxvgwa \ 75 eglinton e loi june 5 2014.doc

.TABV

J


THIS IS EXHIBIT "V" TO THE AFFIDAVIT OF


THIS 26™ DAY OF MAY, 2015

600

I 601

I TRA VELBRANDS INC. Consolidated Balance Sheet Fiscal 2013 - Year ended Oct 13

I (In thousands of Canadian dollars)

I ASSETS CURRENT

Cash 4,921

I Cash - Restricted 16,565 Cash in Trust 50,634 Accounts receivable 12,311

I Prepaid tour costs and deposits 58,449 Prepaid expenses 1,668

I · Income taxes receivable 27

Amounts receivable from related parties 478 145,053

I PREPAID TOUR COSTS AND DEPOSITS 256 PROPERTY AND EQUIPMENT 4,225 INT ANG IBLE ASSETS 9,220

I LONG TERM RECEIVABLE 538

159,292

I LIABILITIES CURRENT

Accounts payable and accrued liabilities 56,346

I Customer deposits 79,900 Loans payable to related parties 593 Deferred Revenue 1,031

I 137,870

LOAN PAY ABLE TO RELATED PARTIES 71,950

I DEFERRED REVENUE 2,382 CUSTOMER DEPOSITS 257 PAYABLE TO RELATED PARTY 1,692

I 214,151

I SHAREHOLDER'S DEFICIT SHARE CAPITAL 256,870 CONTRIBUTED SURPLUS 19,966

I DEFICIT (331,928) NON-CONTROLLING INTERESTS 233

I (54,859)

159,292

I I

602

TRA VELBRANDS INC. Consolidated Statement of Operations and Deficit Fiscal 2013 - Year Ended Oct 13 (In thousands of Canadian dollars)

Revenue Direct costs Gross margin

Expenses Selling and administrative

Earnings before undemoted items

Amortization of property, plant and equipment Amortization of intangibles Management Fee Interest (net)

Loss before income taxes

Provision for income taxes Loss before non-controlling interests

Non-controlling interests Net loss

Deficit, beginning of period

Deficit, end of period

805,259

(751,903)

53,356

(72,017)

(18,661)

(2,160)

(3,950)

(340)

(70)

(6,520)

(25,181)

10

(25,171)

(134)

(25,305)

(306,623)

(331,928)

I I I I I I I I I I I I I I I .I

I I I

TABW


THIS IS EXHIBIT "W" TO THE AFFIDAVIT OF


THIS 26TH DAY OF MAY, 2015

603

I 604

I I I I I I I Consolidated financial statements of

I TravelBrands Inc.

October 31, 2014

I I I I I I I I I I

605 TravelBrands Inc. October 31, 2014

Table of contents

Independent Auditor's Report ............................................................................................................................ 1-2

Consolidated statement of operations and deficit ................................................................................................. 3

Consolidated balance sheet .................................................................................................................................. 4

Consolidated statement of cash flows ................................................................................................................... 5

Notes to the consolidated financial statements ................................................................................................ 6-11



Deloitte®

Independent Auditor's Report

To the Shareholders of TravelBrands Inc.

Deloitte LLP 400 Applewood Crescent Suite 500 Vaughan ON L4K OC3 Canada

Tel: 416-601-6150 Fax: 416-601-6151 www.deloitte.ca

We have audited the accompanying consolidated financial statements of TravelBrands Inc., which comprise the consolidated balance sheet as at October 31, 2014, and the consolidated statements of operations and deficits and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian accounting standards for private enterprises, and for such internal control as management determines is necessary to enable the' preparation of consolidated financial st~tements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

606

607

Opinion

In Ol!r opinion, the consolidated financial statements present fairly, in all material respects, the financial position of TravelBrands Inc. as at October 31, 2014, and the results of its operations and its cash flows for the years then ended in accordance with Canadian accounting standards for private enterprises.

LLP Chartered Professional Accountants, Chartered Accountants Licensed Public Accountants January 26, 2015 Vaughan, Canada

Page 2



TravelBrands Inc. Consolidated statement of operations and deficit year ended October 31, 2014 (Comparative for the 6 month period ended October 31, 2013) (In thousands of dollars)

2014 $

Revenue 1,044,889 Direct costs (998, 151) Foreign currenc:t exchange loss 1117} Gross margin 46,622

Expenses Selling and administrative 45,407

Earnings before undernoted items 1,215

Amortization of property and equipment 1,784 Amortization of intangible assets 3,760 Write off of intangible assets 259 Interest expense 277 Interest income (301) Gain on sale of ~ro~ert:t and egui~ment 149)

5,730

Loss before income taxes (4,516) !Provision for2 recove!l'. of income taxes 1219) Loss before non-controlling interests (4,734) Non-controlling interests 11741 Net loss (4,908) Deficit, beginning of ~eriod 1331,928) Deficit1 end of eeriod j3361836}

2013 $

486,770 (464,308)

!4042 22,058

24, 156 (2,098)

945 1,857

171 (216)

2,757

(4,855) 16

(4,839) {62)

(4,901) {327,0272 ~3311928l

The accompanying notes to the consolidated financial statements are an integral part of this consolidated financial statement.

Page 3

608

609 TravelBrands Inc. Consolidated balance sheet as at October 31, 2014 (In thousands of dollars)

2014 2013 $ $

Assets Current assets

Cash 4,673 4,921 Cash - restricted (Note 3) 18,963 16,565 Cash in trust (Note 4) 45,358 50,634 Accounts receivable 8,903 12,311 Prepaid tour costs and deposits 54,205 58,449 Prepaid expenses 1,084 1,668 Income taxes recoverable 27 Amounts receivable from ultimate Earent comE!an~ {Note 5} 500

133,686 144,575

Prepaid tour costs and deposits 259 256 Amounts receivable from related party (Note 5) 680 478 Property and equipment (Note 6) 3,624 4,225 Intangible assets (Note 7) 7,602 9,220 Long-term receivable 528 538

146 379 159 292

Liabilities Current liabilities

Accounts payable and accrued liabilities 48,194 56,303 Government remittances payable 370 43 Dividends payable 181 Amounts payable to ultimate parent company (Note 5) 593 Income taxes payable 42 Customer deposits 81,481 79,900 Deferred revenue 882 1,031

131,150 137,870

Loan payable to parent company (Note 5) 71,450 71,950 Amounts payable to related party (Note 5) 1,430 1,692 Customer deposits 350 257 Deferred revenue 1 773 2,382

'206 153 214,151

Shareholders' deficit Share capital (Note 8) 256,870 256,870 Contributed surplus 19,966 19,966 Deficit (336,836) (331,928) Non-controlling interests 226 233

{591774) {54,859~ 146 379 159 292

Approved by the Board

______________ Director

--------------Director

The accompanying notes to the consolidated financial statements are an integral part of this consolidated financial statement. Page 4


I I I I I I I I I I I I I

I I I I I

TravelBrands Inc. Consolidated statement of cash flows year ended October 31, 2014 (Comparative for the 6 month period ended October 31, 2013) (In thousands of dollars)

2014 $

Operating activities Net loss (4,908) Items not affecting cash

Amortization of property and equipment 1,784 Amortization of intangible assets 3,760 Gain on sale of property and equipment (49) Write off of intangible assets 259 ~Decrease~ increase in non-controlling interests Fl

839

Changes in non-cash operating working capital items 1,447 Cash in trust 5,276 Other long term liabilities Amounts due to/from related parties (464) Amounts due to/from ultimate earent comean:r'. {1,093)

6,005

Investing activities Cash - restricted (2,398) Purchase of property and equipment (895) Purchase of intangible assets (2,690) Proceeds from sale of eroeert:r'. and eguiement 49

(5,934)

Financing activities Dividends payable (paid) to non-controlling interests 181 ~Increase~ decrease in loan ea:r'.able to earent comean:r'. {500)

{319)

Decrease in cash (248) Cash, beginning of eeriod 41921 Cash1 end of eeriod 41673

The accompanying notes to the consolidated financial statements are an integral part of this consolidated financial statement.

610

2013

$

(4,901)

945 1,857

62 (2,037)

11,414 (2,503)

(537) (173)

1,008 7,172

(16,565) (90)

(1,621)

(18,276)

(822) 6,450 5,628

(5,476) 10,397

41921

Page 5

611 TravelBrands Inc. Notes to the consolidated financial statements October 31, 2014 (In thousands of dollars)

1.

2.

Nature of business

TravelBrands Inc. (the "Company") was incorporated on August 2, 1995 under the Ontario Business Corporations Act.

On May 1, 2013, Thomas Cook Group Pie sold the Company to Red Label Vacations Inc. (Red Label). Accordingly, the comparative information is for the 6 months ended October 31, 2013. Pursuant to the sales transaction, effective November 7, 2013, the Company changed its name from Thomas Cook Canada Inc. to TravelBrands Inc.

The Company is a registered travel wholesaler and travel agent subject to regulations under various provincial travel acts. Under provincial legislation, the Company is required to meet certain working capital requirements. The parent company has pledged a letter of credit to certain regulators to satisfy their requirements.

Summary of significant accounting policies

These consolidated financial statements have been prepared in accordance with Canadian Accounting Standards for Private Enterprises ("ASPE") and include the following significant accounting policies:

Principles of consolidation

The consolidated financial statements comprise the accounts of the Company and its subsidiaries, 3103-6197 Quebec Inc. (100% - owned) and Skylink Voyages Inc. (69.8%- owned).

Revenue recognition

Revenue represents the aggregate amount of gross revenue from various tour products, commissions from suppliers and other services supplied to customers.

Revenue and expenses relating to tours are recognized on the departure date of the tour.

Revenue and expenses relating to air only are recognized on the ticketing date.

Commission revenue fo.r travel agencies is recognized on the date the booking is fully paid by the passenger.

Nonrefundable cancellation income is recognized on the date of cancellation.

The deferred revenue relates to signing bonuses with certain vendors and is brought into revenue on a straight-line basis as the underlying revenue is earned.

Funds held in trust

The Company operates trust accounts for customers' receipts in accordance with various travel industry acts in Ontario; Quebec and British Columbia. These funds are to be disbursed for future tour costs.

Customer deposits

Customer deposits represent funds received from customer~ for travel departures subsequent to year -end.

Income taxes

The Company follows the future income taxes method of accounting for income taxes. Under this method, future income taxes are recognized based on the expected future tax consequences of differences between the carrying amount of balance sheet items and their corresponding tax basis, using the enacted and substantively enacted income tax rates for the years in which the differences are expected to reverse. Future income tax assets are recognized to the extent it is more likely than not they will be realized. ·

Page 6



TravelBrands Inc. Notes to the consolidated financial statements October 31, 2014 (In thousands of dollars)

2. Summary of significant accounting policies (continued)

Property and equipment

Property and equipment are recorded at cost and amortized on a straight-line basis over their estimated useful lives as follows:

Computer hardware Leasehold improvements Office furniture and equipment

Intangible assets

4 years over the term of the lease 4 years

Intangible assets are accounted for at cost and are amortized over their estimated useful lives. Included in computer software are direct incremental costs which have been capitalized by the Company in connection with the development and installation of internal use software.

Computer software 4 years straight-line

Impairment of long-lived assets

Long-lived assets such as property and equipment and intangible assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized when their carrying value exceeds the total undiscounted cash flows expected from the use and eventual disposition of the item. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value at the date of impairment.

Foreign currency translation

Foreign currency transactions of the Company are translated into Canadian dollars by the use of the exchange rate in effect at the date of the transaction. At each balance sheet date, monetary items denominated in a foreign currency are adjusted to reflect the exchange rate in effect at the balance sheet date and the related exchange gain or loss is recognized in net earnings.

Use of estimates

The preparation of consolidated financial statements in conformity with ASPE requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key components of the consolidated financial statements requiring management to make estimates, include the provision for doubtful accounts in respect of receivables, the useful lives of long-lived assets and income taxes and the disclosure of contingencies at the date of the consolidated financial statements. Actual results could differ from these estimates.

Financial instruments

Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provisions of the financial instrument. Subsequently, all financial instruments are measured at amortized cost.

Interest earned on short-term investments and bonds, dividends received on unlisted shares, unrealized gains and losses on listed shares, and realized gains and losses on sale of short-term investments and bonds are included in other income in the consolidated statement of operations.

With respect to financial assets measured at cost or amortized cost, the Company recognizes in net earnings an impairment loss, if any, when there are indicators of impairment and it determines that a significant adverse change has occurred during the period in the expected timing or amount of future cash flows. When the extent of impairment of a previously written-down asset decreases and the decrease can be related to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to net earnings in the period the reversal occurs.

Page 7

612


3. Restricted cash

Restricted cash represents funds held by the Company's credit card processor and funds held by Red Label Vacations Inc. in trust for the Company to secure certain bank facilities.

4. Cash in trust

5.

6.

As at October 31, 2014, the Company has designated cash in trust in the amount of $45,358 (2013 -$50,634) in connection with deposits received from customers for whom services have not yet been rendered.

Related party transactions

The Company has the following balances with related parties outstanding as at the year-end:

2014 2013 $ $

(i) Red Label Vacations Inc. 500 (593) (ii) D-FW Travel Arrangements Inc. 680 478 {iii) 2224855 Ontario Inc. (71,450) (71,950)

(iv} TravelBrands USA Holdin~s Inc. (1.430! (11692!

{i) The Company's amounts receivable from {amounts payable to) its ultimate parent company are due on demand and non-interest bearing.

{ii) The Company's amounts receivable from a related party under common control are non-interest bearing and relate to day-to-day operational expenses between the companies.

(iii) The Company's loan payable to its parent company is non-interest bearing. The parent has agreed not to demand repayment in the next twelve months.

(iv) The Company's amounts payable to a related party under common control are non-interest bearing and relate to day-to-day operational expenses between the companies.

Property and equipment

2014 2013 Accumulated

Cost amortization Net Net

$ $ $ $

Computer hardware 6,443 4,192 2,251 2,700 Leasehold impro\.ements 1,662 664 998 1,021 Office furniture and equipment 2,008 1,633 375 504

10,113 6,489 3,624 4,225

The company sold certain fully depreciated office furniture for proceeds of $49, resulting in a gain of $49. '

Page B




7.

8.

9.

Intangible assets

2014 Accumulated

Cost amortization Net $ $ $

Computer software 19,809 12,207 7,602

During the year, the Company wrote off certain computer software work-in-process related to abandoned projects with a net book value of $259.

Share capital

The Company's share capital consists of an unlimited number of authorized common shares.

As at October 31, 2014, 610,666,092 (2013 - 610,666,092) common shares were issued and outstanding at a historical cost of $256,870 (2013 - $256,870).

Contingent liabilities and commitments

2013

Net $

9,220

a) The Company has commitments under operating leases relating primarily to office premises. The following is a schedule of future minimum payments under these leases:

2015 2016 2017 2018 2019 Thereafter

$

8,776 8,203 8,045 6,566 6, 121

25,964 63 675

b) In the normal course of operations the Company becomes involved in various claims and legal proceedings. While the final outcome with respect to claims and legal proceedings pending as at October 31, 2014 cannot be predicted with certainty, it is the opinion of management that their resolution will not have a material adverse effect on the Company's consolidated financial position or results of operations.

c) During January 2011, the Company entered into a seven year revenue sharing arrangement to manage travel outlets in Sears stores. Effective February 2, 2014, the Company renegotiated the terms and conditions of the original revenue sharing arrangei:nent, resulting in lower operating costs. The Company has the following commitments related to this amended arrangement with Sears:

i) reimburse Sears Canada Inc. ("Sears") for the annual amortization charge related to $1.5 million in leasehold improvements amortized over a ten-year useful life;

ii) contribute annual lease payments of $1.74 million for common area charges;

iii) pay annual royalties over the life of the contract based on an annual percentage of gross revenue equal 26% for 2015 and subsequent fiscal years, but not less than $8 million annually; and

iv) spend a minimum of 1 % of sales generated in the prior fiscal year on advertising the Sears travel outlet services for 2015 and subsequent fiscal years.

Page 9

614


1 O. Income taxes

The Company has available income tax loss carry-forwards of approximately $108,372 that may be used to reduce taxable income in future years. These losses expire as follows:

$

2029 20,998 2030 2031 61,971 2032 14,206.

2033 5,070 2034 6,127

108 372

A valuation allowance has been provided to fully offset the net future income tax assets as the more likely than not criteria required to recognize a future income tax asset has not been met.

11. Financial instruments

Credit risk

Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from trade receivables. The Company maintains provisions for potential credit losses and minimizes its credit risk by concluding transactions with a large number of customers. The maximum exposure to credit risk at the consolidated balance sheet date is equal to the accounts receivable balances disclosed.

Currency risk

The Company enters into foreign currency purchase and sale transactions and has assets and liabilities that are denominated in foreign currencies and thus is exposed to the financial risk of earnings fluctuations arising from changes in foreign exchange rates and the degree of volatility of these rates. Currency risk arises from the Company's hotel and other travel expenditures denominated in US dollars, euros, pounds sterling and other currency purchases. The Company does not use derivatives to manage this risk.

Liquidity risk

The Company's objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. As at October 31, 2014, the most significant financial liability is accounts payable and accrued liabilities.

Page 10




12. Supplementary information

The Company is required by certain provincial travel acts to disclose gross wholesale travel sales and gross retail travel sales by province. The revenues have been calculated using methods stipulated by the provinces which differ from those of the entity.

Wholesale Retail sales sales

$ $

Alberta 65,481 13,999 British Columbia 85,013 14,285 Manitoba 25,695 3,705 Nova Scotia 6,821 4,017 Newfoundland and Labrador 4,418 1,878 Ontario 285,672 119,174 Quebec 231,880 70,979 Saskatchewan 13,654 1,855 New Brunswick 3,495 7,179 Northwest Territories 392 Yukon 29 Prince Edward Island 156 1,030

Page 11

6.16

TABX

,, I I I I I I I I I I I I I I I I I I

THIS IS EXHIBIT "X" TO THE AFFIDAVIT OF


THIS 2 rn DAY OF MAY, 2015

617

I 618

I TRA VELBRANDS INC. Consolidated Balance Sheet Fiscal 2015

I (In thousands of Canadian dollars) Nov-14

I ASSETS CURRENT

Cash 3,634

I Cash - Restricted 20,486 Cash in Trust 51,051

I Accounts receivable 11,047 Prepaid tour costs and deposits 56,550 Prepaid expenses 1,064

I Income taxes receivable 22 .

Amounts receivable from related parties 1,690 145,544

I PREPAID TOUR COSTS AND DEPOSITS 348 AMOUNTS RECEIVABLE FROM RELATED PARTIES 693 PROPERTY AND EQUIPMENT 3,482

I INT AN GIB LE ASSETS 7,535 LONG TERM RECEIVABLE 532

158,134


I Accounts payable and accrued liabilities 52,421 Government remittances payable 295 Customer deposits 91,214

I Deferred Revenue 742 144,672

I LOAN PAY ABLE TO RELATED PARTIES 71,950 DEFERRED REVENUE 1,723 CUSTOMER DEPOSITS 472

I PAY ABLE TO RELATED PARTY 1,467 220,284

1· SHAREHOLDER'S DEFICIT SHARE CAPITAL 256,870

I CONTRIBUTED SURPLUS 19,966 DEFICIT (339,202) NON-CONTROLLING INTERESTS 216

I (62,150)

I 158,134

,1

619

TRA VELBRANDS INC. Consolidated Statement of Operations and Deficit Fiscal 2015 (in thousands of Canadian dollars)

Revenue Direct costs

Gross margin



Amortization of property, plant and equipment

Amortization of intangibles

Interest (net)






Nov-14

79,070

(75,627)

3,443

(5,395)

(1,952)

(146).

(281)

6 (421)

(2,374)

0

(2,373)

10

(2,363)

(336,839)

(339,202)


I 620

I TRA VELBRANDS INC. Consolidated Statement of Cash Flows Fiscal 2015

I (in thousands of Canadian dollars) Nov-14

I NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES

I OPERATING Net Profit/(Loss) $ (2,363)

I Items not affecting cash Amortization of property, plants and equipment 146 Amortization of intangible assets 281

I (Decrease) increase in non-controlling interest (10) (1,946)

I Changes in non-cash operating working capital Items 9,188 Cash in trust (5,694)

I Cash - Restricted (1,523) Increase (decrease) in other long term liabilities Increase in accounts receivable from related party (1,203)

I Increase in amounts Eayable to related Earties 37 (1,141)

I INVESTING Purchase of property, plant and equipment (3)

I Purchase of intangible assets (214)

217

I FINANCING Dividends (181) Increase in loan payable to related Earty 500

I 319

I (DECREASE) INCREASE IN CASH (1,039)

CASH, BEGINNING OF PERIOD 4,673

I CASH, END OF PERIOD 3,634

I I I

621 I TRA VELBRANDS INC. I Travel Industry Council of Ontario Compliance Report

As at November 30, 2014 I Trust Reconciliation I [in thousands of dollars]

$

I Trust Cash 51,051

Amounts Held in Reserve by Credit Card Processor 14,482 I Prepaid Tour Costs & Deposits 56,898

Less: Deposits (14,613) I Add: Deposits with bookings 11,345

Prepaid Tour Costs & Deposits 53,629

Customer Deposits - Wholesale (91,686) I Customer Deposits - Retail (13,838)

I Trust Surplus 13,639

I I

$

Working Capital Requirements I [in thousands of dollars]

Current Assets 145,544 I Less: Due to Related Parties (1,690)

143,854 I Current Liabilities 144,672

Less: Due to Related Parties I 144,672

I (818)

Required Working Capital 100

I SURPLUS (918)

I I

I I I I I I I I I I I I I I I I. I I . I

I 622


I (In thousands of Canadian dollars) Dec-14

I ASSETS CURRENT

Cash 2,748


I Prepaid tour costs and deposits 64,089 Prepaid expenses 1,074 Income taxes receivable 40

I Amounts receivable from related Earties 949 135,059

PREPAID TOUR COSTS AND DEPOSITS 383

I AMOUNTS RECEIVABLE FROM RELATED PARTIES 685 PROPERTY AND EQUIPMENT 3,371 INTANGIBLE ASSETS 7,450

I LONG TERM RECEIVABLE 529 147,476



I Government remittances payable 269 Customer deposits 87,184 Deferred Revenue 742

I 134,814



I 210,432



I (62,957)

147,476

I I

623

TRA VELBRANDS INC. Consolidated Statement of Operations and Deficit Fiscal 2015 (in thousands of Canadian dollars)




Amortization of property, plant and equipment Amortization of intangibles Interest (net)


. Provision for income taxes Loss before non-controlling interests




Dec-14

158,842

(151,946)

6,896

(9,224)

(2,328)

(290)

(559)

(4)

(852)

(3,180)

0

(3,180)

28

(3,152)

(336,839)

(339,990)


I 624

I TRAVELBRANDS INC. Consolidated Statement of Cash Flows

Fiscal 2015

I (in thousands of Canadian dollars) Dec-14


I OPERATING Net Profit/(Loss) $ (3,152)


I (Decrease) increase in non-controlling interest (28) (2,331)

I Changes in non-cash operating working capital items (6,902) Cash in trust 9,673

I Cash - Restricted (1,860) Increase (decrease) in other long term liabilities Increase in accounts receivable from related party (454)

I Increase in amounts Eayable to related Earties 73 (1,802)



442

I FINANCING Dividends (181) Increase in loan payable to related party 500

I 319

I (DECREASE) INCREASE IN CASH (1,925)



I I I


As at December 31, 2014 I Trust Reconciliation I [in thousands of dollars]

$

I Trust Cash 35,685






I I

$


Current Assets 135,059 I Less: Due to Related Parties (949)



I (705)

Required Working Capital 100

I SURPLUS (805)

I I

I I I I I I I I I I I I I I I I I I· I

/

I 626


I (In thousands of Canadian dollars) Jan-15

I ASSETS CURRENT

Cash 5,981

I Cash - Restricted 21,007 Cash in Trust 49,958


I Income taxes receivable 56.

148,360 PREPAID TOUR COSTS AND DEPOSITS 469

I AMOUNTS RECEIVABLE FROM RELATED PARTIES 763 PROPERTY AND EQUIPMENT 3,228 INT ANG IBLE ASSETS 7,315


160,671



I Government remittances payable 310 Customer deposits 87,029 Loans payable to related parties 76

I Deferred Revenue 743 147,740

I LOAN PAY ABLE TO RELATED PARTIES 71,950 DEFERRED REVENUE 1,608 CUSTOMER DEPOSITS 486

I PAY ABLE TO RELATED PAR TY 1,676. 223,460

I SHAREHOLDER'S DEFICIT SHARE CAPITAL 256,870


I (62,790)

I 160,671

I

627

TRA VELBRANDS INC. Consolidated Statement of Operations and Deficit Fiscal 2015 (In thousands of Canadian dollars)










Jan-15

265,518

(254,717)

10,800

(12,561)

(1,760)

(435)

(812)

(6)

(1,253)

(3,013)

(1)

(3,015)

(2)

(3,016)

(336,836)

(339,853)


I 628

I TRA VELBRANDS INC. Consolidated Statement of Cash Flows Fiscal 2015

I (In thousands of Canadian dollars) Jan-15


I OPERATING Net Profit/(Loss ) $ (3,016)


I (Decrease) increase in non-controlling interest 2 (1,768)

I Changes in non-cash operating working capital items 9,225 Cash in trust (4,601)

I Cash - Restricted (2,044) Increase (decrease) in other long term liabilities Increase in accounts receivable from related party 417

I Increase in amounts Eayable to related Earties 323 1,552



563

I FINANCING Dividends (181) Increase in loan Eayable to related earty 500

I 319

I (DECREASE) INCREASE IN CASH 1,308



I I I


I As at January 31, 2015

Trust Reconciliation I [in thousands of dollars]

$ I Trust Cash 49,958






I I

$


Current Assets 148,360 I Less: Due to Related Parties


Less: Due to Related Parties (76) I 147,664

695 I Required Working Capital 100

I SURPLUS 595

I I

I I .

I I ..

I I .

I I I .

I I I 1·

I I I I I I

..

, . .

.I

I 630


I (In thousands of Canadian dollars) Feb-15

I ASSETS CURRENT

Cash 3,197


I Prepaid tour costs and deposits 48,048 Prepaid expenses 1,250 Income taxes receivable 65

I Amounts receivable from related Earties 6,964 132,057


I AMOUNTS RECEIVABLE FROM RELATED PARTIES 753 PROPERTY AND EQUIPMENT 3,087 INTANGIBLE ASSETS 7,149

·I LONG TERM RECEIVABLE 524 143,905


I Accounts payable and accrued liabilities 57,331 Government remittances payable 114 Customer deposits 72,500 Deferred Revenue 743

I 130,688

LOAN PAY ABLE TO RELATED PAR TIES 71,747


I 206,115

I SHAREHOLDER'S DEFICIT SHARE CAPITAL 256,870


I (62,211)

143,905

I I

Page 1of4

631





Amortization of property, plant and equipment Amortization of intangibles

Interest (net)






Feb-15

372,376

(356,912)

15,464

(16,225)

(761)

(579)

(1,066)

(19)

(1,664)

(2,425)

(11)

(2,436)

(11)

(2,447)

(336,836)

(339,284)


Page 2of4

I


TRA VELBRANDS INC. Consolidated Statement of Cash Flows Fiscal 2015 (In thousands of Canadian dollars)

NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES

OPERATING Net Profit/(Loss) Items not affecting cash

Amortization of property, plants and equipment Amortization of intangible assets (Decrease) increase in non-controlling interest

Changes in non-cash operating working capital iteins Cash in trust Cash - Restricted Increase in accounts receivabl~ from related party Increase in amounts payable to related parties

INVESTING Purchase of property, plant and equipment Purchase of intangible assets

FINANCING Dividends Increase in loan payable to related party

(DECREASE) INCREASE IN CASH

CASH, BEGINNING OF PERIOD CASH, END OF PERIOD

$

Feb-15

(2,447)

579 1,066

11 (791)

2,403 5,814

(2,045) (6,537)

219 937

(41) (613) 654

(181) 297 115

(1,476)

4,673 3197

632

Page 3 of4


I As at February 28, 2015


$ I Trust Cash 39,543




I Customer Deposits - Wholesale (72,972)

Customer Deposits - Retail (7,730)


I I

$



I 125,093

Current Liabilities 130,688

I· Less: Due to Related Parties

130,688

(5,595) I Required Working Capital 100

I SURPLUS (5,695)

I Page 4 of 4 I

I I I I I I I I I I I I I I I I I , I 1·

'

I 634

I TRA VELBRANDS INC. Consolidated Balance Sheet

I Fiscal 2015 (In thousands of Canadian dollars) Mar-15

I ASSETS CURRENT

I Cash 1,713 Cash - Restricted 21,759 Cash in Trust 25,403


I Income taxes receivable 53 Amounts receivable from related Earties 10,514

117,822

I PREPAID TOUR COSTS AND DEPOSITS 242 AMOUNTS RECEIVABLE FROM RELATED PARTIES 760 PROPERTY AND EQUIPMENT 3,004

I INTANGIBLE ASSETS 7,270 LONG TERM RECEIVABLE 513

129,611


I Accounts payable and accrued liabilities 54,479 Government remittances payable 72 Customer deposits 61,313 Deferred Revenue 780

I 116,644


I DEFERRED REVENUE 1,520 CUSTOMER DEPOSITS 355 PAY ABLE TO RELATED PARTY 1,675

I 191,941

I SHAREHOLDER'S DEFICIT SHARE CAP IT AL 256,870 CONTRIBUTED SURPLUS 19,966


(62,330)

I 129,611

I Page 1of4

I

635




Earnings before undernoted items







Mar-15

479,178

(459,808)

19,370

(19,784)

(415)

(724)

(1,327)

(49)

(2,099)

(2,514)

(41)

(2,555)

(34)

(2,589)

(336,836)

(339,426)

Page 2 of4





OPERATING Net Profit/(Loss ) Items not affecting cash


Changes in non-cash operating working capital items Cash in trust Cash - Restricted Increase in accounts receivable from related party Increase in amounts payable to related parties




CASH; BEGINNING OF PERIOD CASH, END OF PERIOD

$

Mar-15

(2,589)

724 1,327

34 (505)

(8,785) 19,955 (2,796)

(10,093) 245

(1,978)

(103) (994)

(1,097)

(181) 297 115

(2,960)

4,673 1,713

636

Page 3 of4

637 I TRA VELBRANDS INC. I Travel Industry Council of Ontario Compliance Report I As at March 31, 2015


I $

Trust Cash 25,403

I Amounts Held in Reserve by Credit Card Processor 15,000


I Less: Deposits (14,855)

Add: Deposits with bookings 11,072


I Customer Deposits - Wholesale (61,667)

Customer Deposits - Retail (6,342)


I I

$

Working Capital Reguirements I [in thousands of dollars]


107,308

I Current Liabilities 116,644


(9,336) I Required Working Capital 100

SURPLUS (9,436) I

Page 4 of 4 I I

I 1·

I . I I I I I I I I I I I I ..

I I I I

I 638

I TRA VELBRANDS INC. Consolidated Balance Sheet

I Fiscal 2015 (In thousands of Canadian dollars) Apr-15

I ASSETS CURRENT

I Cash 15,127 Cash - Restricted 21,856 Cash in Trust 16,250


I Income taxes receivable 78 104,592


I AMOUNTS RECEIVABLE FROM RELATED PARTIES 723 PROPERTY AND EQUIPMENT 2,890 INT ANG IBLE ASSETS 7,187


116,241



I Government remittances payable 141 Customer deposits 54,318 Deferred Revenue 743

I 102,647


I DEFERRED REVENUE 1,490 CUSTOMER DEPOSITS 564 PAY ABLE TO RELATED PARTY 1,569

I 179,670



(63,429)

I 116,241

I Page 1of4

I

639











Apr-15

558,810

(536,511)

22,299

(23,418)

(1,119)

(868)

(1,591)

(42)

(2,502)

(3,621)

(33)

(3,654)

(28)

(3,681)

(336,836)

(340,518)


Page 2 of 4

I




OPERATING Net Profit/(Loss ) Items not affecting cash


Changes in non-cash operating working capital items Cash in trust Cash - Restricted Increase in accounts receivable from related party Increase in amounts payable to related parties




CASH, BEGINNING OF PERIOD CASH, END OF PERIOD

$

Apr-15

(3,681)

868 1,591

28 (1,194)

(15,622) 29,107 (2,893)

457 139

9,994

(133) (1,176) (1,310)

(181) 1,951 1 770

10,454

4,673 15,127

640

Page 3 of4

641

TRA VELBRANDS INC.

Travel Industry Council of Ontario Compliance Report

As at April 30, 2015

Trust Reconciliation [in thousands of dollars]

Trust Cash

Amounts Held in Reserve by Credit Card Processor

Prepaid Tour Costs & Deposits

Less: Deposits

Add: Deposits with bookings

Prepaid Tour Costs & Deposits

Customer Deposits - Wholesale

Customer Deposits - Retail

Trust Surplus

Working Capital Requirements [in thousands of dollars]

Current Assets

Less: Due to Related Parties

Current Liabilities

Less: Due to Related Parties

Required Working Capital

SURPLUS

$

16,250

15,000

40,242

(14,907)

8,880

34,216

(54,881)

(5,577)

5,008

$

104,592

104,592

102,647

102,647

1,945

100

1,845

Page 4 of4


TABY.


THIS IS EXHIBIT "Y" TO THE AFFIDAVIT OF


THIS 6™ DAY OF AY, 2015

642


URGENT

VIA EMAU, (PDF)

Travel Brands Inc. 5450 Explorer Drive, Suite 400 Mississauga, ON L4W 5Nl

ATTENTION: Al Budhawni

May 10, 2015

Re : SEARS CANADA INC./ TRAVEL BRANDS INC.: OUTSTANDING AMOUNTS OWING

Dear Al:

Further to our discussions with you regarding amounts owing to Sears Canada Inc. ("Sears") pursuant to the Amended and Restated License Agreement dated the 2°d day of February 2014 between Sears and TravelBrands Inc, we require immediate payment of all outstanding amounts. Please ensure payment in full of $3,416.582.95 by end of day Friday, May 15, 2015.

I trust the foregoing is satisfactory. Please feel free to contact me with any questions or· concerns.

Sincerely,

Pamela Murphy Vice-President,

Speciahy Services, Travel, B2B and Home Improvements

643

TABZ


THIS IS EXHIBIT "Z" TO THE AFFIDAVIT OF


THIS TH DAY OF MAY, 2015

644


From: elias Sent: May-15-15 2:30 PM To: Pamela Murphy ([email protected]) Subject: Meeting

Pamela, on behalf Joe, Frank and Al, thank you for arranging the meeting with Ron Boire, yourself

and Gail Galea. We confirm that we have begun an assessment of the viability of Sears Travel and

the partnership with TravelBrands. Our goal.is to share that assessment with Sears by next week

and hope that it can server as a basis for a long term relationship.

Regards

Paul Hawa

645

)· # • ., •

TAB AA

I I I I I I I I I I. I I I I I I I I I

THIS IS EXHIBIT "AA" TO THE AFFIDAVIT OF


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TAB BB.


THIS IS EXHIBIT "BB" TO THE AFFIDAVIT OF


THIS 26™ DAY OF MAY, 2015

648


CourtFileNo. _____ _

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MA TIER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TRA VELBRANDS INC.

Applicants

CONSENT

KPMG INC. HEREBY CONSENTS to act as Monitor in the within proceedings.

Dated at Toronto this 26 day of May, 2015.

KPMGINC.

Per:

/"4i3¥ Philip J. Reynolds

l

Senior Vice President

6403238 vl

649

L L L L .. ~ L .~ L.~ L__; L__j L.....I L.....I L. J ~ J

IN THE MATTER OF COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TRA VELBRANDS INC.

Court File No.

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

PROCEEDING COMMENCED AT TORONTO

APPLICATION RECORD

OSLER, HOSKIN.& HARCOURT LLP Barristers & Solicitors P. 0. Box 50 1 First Canadian Place Toronto ON M5X 1B8

John A. MacDonald (LSUC#25884R) Tel: . 416.862.5672

Marc Wasserman (LSUC#44066M) Tel: 416.362.4908

Michael DeLellis (LSUC# 48038U) Tel: 416.862.5997 Fax: 416.862.6666

Lawyers for the Applicant

Applicant

Matter No. 1163346

LEGAL_l:J5069635. l

Documents

I 447 I - KPMG · 2020-07-20 · I I I I I I I I I I I I I I I I· I I I (f) (g) 12.4 22 notwithstanding the effective date of any pennitted Transfer as between the Tenant and the