Exhibit 10.9
[LOGO OMITTED]
Dated this 5th day of November, 2007
THE ERIN MILLS DEVELOPMENT CORPORATION
- and -
METHES ENERGIES CANADA INC.
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LEASE
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<PAGE>
TABLE OF CONTENTS
-----------------
1. DEMISE
...........................................................
3
2. TERM
.............................................................
3
3.
RENT..............................................................
3
4. TENANT'S
COVENANTS................................................
3
5.
INSURANCE.........................................................
7
6
INDEMNITY.........................................................
10
7. SUBORDINATION AND ATTORNMENT
..................................... 10
8. CONDITION OF DEMISED PREMISES
.................................... 10
9. DEFAULT
..........................................................
11
10. RE-ENTRY BY
LANDLORD.............................................. 11
11. WAIVER OF EXEMPTION FROM DISTRESS
................................ 12
12. REMOVAL OF CHATTELS
.............................................. 12
13. OVERHOLDING
...................................................... 12
14. LANDLORD'S COVENANTS
............................................. 12
15. DAMAGE AND
DESTRUCTION............................................
13
16.
EXPROPRIATION.....................................................
13
17. CONDONING
........................................................
14
18. RENT PAST DUE
.................................................... 14
19. ADDITIONAL RENT
.................................................. 14
20. RULES AND REGULATIONS
............................................ 14
21. REPAIRS BY LANDLORD
.............................................. 14
22.
NOTICE............................................................
15
23. ENVIRONMENTAL AUDIT
.............................................. 15
24. SECURITY DEPOSIT
................................................. 16
25. REGISTRATION
..................................................... 16
26. UNAVOIDABLE
DELAY................................................. 16
27. PROPORTIONATE SHARE
.............................................. 17
28. ENTIRE AGREEMENT
................................................. 17
29. OPTION TO RENEW
.................................................. 17
30. LIENS
............................................................
17
31. INTENT AND
INTERPRETATION.........................................
18
SCHEDULE "A" -- Legal Description
SCHEDULE "B" -- Site Plan
SCHEDULE "C" -- Rules and
Regulations
SCHEDULE "D" - Special Conditions
<PAGE>
THIS INDENTURE made as of the 5th day of November 2007.
BETWEEN:
THE ERIN MILLS DEVELOPMENT CORPORATION, a Corporation
incorporated
under the laws of the Province of Ontario
hereinafter called the "Landlord"
OF THE FIRST PART
- and -
METHES
ENERGIES CANADA INC., a Corporation incorporated
under the laws of the Province of Ontario
hereinafter called the "Tenant"
OF THE SECOND PART
1. DEMISE
In consideration of the
rents, covenants and agreements reserved and
contained on the part of the Tenant to be paid, observed and
performed, the
Landlord by these presents does demise and lease unto the Tenant
that certain
real property situated at 4170 Sladeview Crescent, Unit 5, lying
and being in
the City of Mississauga in the Regional Municipality of Peel and
being the
premises (the "Demised Premises") outlined in red on the sketch
hereto annexed
of the building (the "Building") located on the lands (the "lands")
referred to
in Schedule "A" hereto. The parties acknowledge and agree that, for
the purposes
of all financial calculations herein, the gross floor area of the
Demised
Premises shall be conclusively deemed to be six thousand, three
hundred and
nineteen (6,319) square feet.
2. TERM
TO HAVE AND TO HOLD the
Demised Premises for and during the term (the
"Term") of five (5) years commencing on the 1st day of January,
2008 (the
"Commencement Date") and from thenceforth next ensuing and fully to
be completed
and ended on the 31st day of December, 2012.
3. RENT
The Tenant shall pay
from and after the Commencement Date and throughout
the Term to the Landlord at the office of the Landlord, or at such
other place
designated by the Landlord, in lawful money of Canada, without any
prior demand
therefor and without any deduction, abatement, set-off or
compensation
whatsoever, as Minimum Rent, the annual amounts based upon annual
rates per
square foot of the gross floor area of the Demised Premises all as
set out in
the following table. Minimum Rent is payable in advance in equal
consecutive
instalments on the first day of each calendar month of each year of
the Term, in
the monthly amounts set out in the following table and will be
prorated on a
daily basis for any fractional portion of a month at the beginning
or end of the
Term. The table is as follows:
Annual
Monthly
Annual Rate
Period of
Time Minimum
Rent Minimum
Rent Per Square Foot
--------------
------------
------------
---------------
Year
1
$54,975.36
$4,581.28
$8.70
Year
2
$55,291.20
$4,607.60
$8.75
Year
3
$55,607.16
$4,633.93
$8.80
Year
4
$55,923.12
$4,660.26
$8.85
Year
5
$56,239.08
$4,686.59
$8.90
The Tenant shall receive the month of January, 2008 Minimum Rent
free only,
however during such period the Tenant hereby acknowledges and
agrees that it
shall remain responsible for the payment of taxes, maintenance,
insurance and
utilities in accordance with the Lease and shall remain bound by
all of the
terms, conditions and covenants contained in the Lease.
4. TENANT'S COVENANTS
The Tenant covenants and
agrees with the Landlord as follows:
<PAGE>
4
(b) (i) From the Commencement Date until
December 31st following, to
pay as additional rental on the 1st day of each and every month
the amount that is required to be paid to satisfy the Tenant's
responsibility for Taxes during such period. Commencing on the
1st day of January next following the Commencement Date and
yearly thereafter, to pay as additional rental on the 1st day
of
each and every month for the twelve months of the calendar year
one-twelfth of the yearly amount of Taxes attributable to the
Demised Premises.
(ii) If the Demised Premises are assessed separately from the
remainder of the Building, the Tenant's shall pay the amount of
Taxes assessed against the Demised Premises. If the Demised
Premises are not assessed separately from the remainder of the
Building, the Tenant shall pay its Proportionate Share of
Taxes.
(iii) For the purposes of this Lease, "Taxes" means all taxes,
licenses, fees, real property taxes, rates, duties and
assessments (including local improvement and commercial
concentration taxes), impost charges or levies, whether general
or special, that are levied, rated, charged or assessed against
the lands and Building and/or the Demised Premises from time to
time by any lawful taxing
authority, whether federal,
provincial, municipal, school or otherwise, but not including
taxes on the income of the Landlord or capital gains taxes, and
including any taxes or other amounts which are imposed in lieu
of or in addition to any Taxes, whether of the foregoing
character or not and whether in existence at the Commencement
Date or not.
(c) If the Tenant or any person, firm or
corporation occupying the
Demised Premises or any part thereof shall elect to have the
Demised Premises or
any part thereof assessed for separate school taxes, the Tenant
shall pay as
additional rent the amount by which the separate school taxes
exceed the amount
which would be payable by the Landlord for Taxes had such election
not been
made.
(d) The Tenant shall also pay as additional
rent to the Landlord on
demand the amount, if any, by which the actual Taxes exceed any
estimated
amount. If, before any sum or sums paid by the Tenant to the
Landlord on account
of Taxes shall have been paid towards Taxes, there shall be default
by the
Tenant in respect to any payment of rent herein provided, the
Landlord may at
its option apply such sum or sums in or towards payment of rent in
default. If
the Tenant desires to take advantage of any discounts or incurs any
penalties in
connection with the payment of Taxes, it shall pay the Landlord
such additional
amounts as are required for that purpose. The Tenant further
covenants and
agrees to transmit to the Landlord the assessment notices, tax
bills and other
notices affecting the imposition of Taxes forthwith after the
receipt of same by
the Tenant.
(e) To pay to the Landlord as additional
rent from time to time as
and when they become due its Proportionate Share of all Taxes now
or at any time
during the Term rated, charged, levied or assessed upon or in
respect of the
common areas and facilities (as hereinafter defined) and including,
but without
limiting the generality of the foregoing, its Proportionate Share
of all
business taxes, if any, from time to time payable by the Landlord
in respect of
the said common areas and facilities or any part thereof. Common
Areas and
Facilities shall, for the purpose of this Lease, mean all of the
lands not for
the time being demised by the Landlord and not covered by any
building (other
than any service building for the general benefit of all tenants of
the said
Lands) and those portions of the Building that do not constitute
rentable
premises and shall include any improvements thereon and
thereto.
(f) In addition to the Taxes hereinbefore
set out, the Tenant shall
pay as additional rent to the Landlord, at the same time or times
as the Tenant
shall make payment of either or both of Minimum Rent and/or
additional rent, all
Goods and Services Tax payable with respect to such Minimum Rent
and/or
additional rent pursuant to the Excise Tax Act (Canada).
(g) In each and every year during the term
hereof to pay, satisfy
and discharge directly or to the Landlord, as the case may be, all
charges in
connection with water, electric current, gas, rental charges for
the hot water
heater and other public or private utilities and services supplied
at any time
to the Demised Premises.
(h) To indemnify and keep indemnified the
Landlord in respect of all
losses, costs, charges, penalties and expenses occasioned by or
arising from the
non-payment of any and every tax, rate, assessment, charge, expense
or fee,
including any business or similar tax assessed against the Tenant
or any other
persons occupying or using the Demised Premises or any part
thereof, and
provided that the same shall not be of a kind personal to the
Landlord such as
taxes on the income of the Landlord, and corporation taxes of the
Landlord. It
is hereby agreed that when and so often as the Tenant neglects or
omits to pay
any of the charges contemplated by the preceding sub-paragraphs
hereof and by
this clause, then the Landlord may pay them and the Tenant shall
forthwith pay
to the Landlord the full amount so paid by the Landlord together
with an
administrative and supervisory fee equal to 15% of the amount so
paid.
(i) At its own expense, to promptly carry
out all repairs,
maintenance and replacement and painting of the Demised Premises
and of all
machinery and equipment including heating ventilating and
air-conditioning
equipment situated therein and thereon (both inside and outside)
and whether
with or without written notice from the Landlord, and to repair the
Demised
Premises or any part thereof, reasonable wear and tear not
inconsistent with the
maintenance of the Building or the Demised Premises suitable as a
first class
<PAGE>
5
industrial building, and damage by fire and all other insured risks
only
excepted. Provided that, in the event of the default of the Tenant
under the
provisions hereof, the Landlord may itself comply with any such
requirements and
the Tenant shall forthwith upon demand pay all costs incurred by
the Landlord in
this regard plus an administrative and supervisory fee equal to 15%
thereof as
additional rent.
(j) At its own expense, to keep entrance
ways and all steps and
platforms leading to the Demised Premises clear of all snow, ice
and debris.
(k) To promptly comply with and conform to
the requirements of all
applicable statutes, laws, by-laws, regulations, ordinances and
orders from
time to time or at any time in force during the Term, whether the
same affect
the condition, equipment, maintenance, use or occupation of the
Demised Premises
or otherwise and to promptly comply with and conform to every
applicable
regulation, order and requirement of the Insurance Advisory
Organization or any
body having similar function or of any liability or fire insurance
company by
which the Landlord and Tenant or either of them may be insured at
any time
during the Term. In the event of the default of the Tenant under
the provisions
hereof, the Landlord may itself comply with any such requirements
and the Tenant
will forthwith pay as additional rent all costs and expenses
incurred by the
Landlord together with an administration and supervisory fee of 15%
of the cost
thereof as additional rent in this regard.
(l) To notify the Landlord, in writing, of
any structural defects or
weaknesses in or about the Demised Premises of which it has or
receives notice,
and in the event of any substantial damage to the Demised Premises
by any cause,
to give notice in writing to the Landlord of such damage forthwith
upon the same
becoming known to the Tenant, it being understood and agreed that
the giving of
such notice shall not place any onus on the Landlord to make
repairs unless the
Landlord is obligated to make such repairs pursuant to the terms of
this Lease.
(m) To permit the Landlord and its agents,
at all reasonable times
to enter upon and view the state of repair of the Demised Premises
and to comply
with all reasonable requirements of the Landlord herein in writing
with regard
to the care, maintenance and repair thereof, reasonable wear and
tear not
inconsistent with the maintenance of the Building as a first-class
industrial
building and damage by fire, lightning and tempest and all other
insured risks
and structural defects only excepted.
(n) That it is the absolute owner of all
fixtures, goods and
chattels that are to be brought upon the Demised Premises. Tenant
hereby
covenants not to encumber such fixtures, goods or chattels without
the written
consent of the Landlord being first obtained. No fixtures, goods or
chattels of
any kind will except in the ordinary course of business, be removed
from the
Demised Premises during the Term without the prior written consent
of the
Landlord until all Minimum Rent and additional rent to become due
during the
remainder of the Term shall have been fully paid or the payment
thereof secured
to the satisfaction of the Landlord.
(o) That upon the expiration of the Term,
the Tenant will peaceably
quit and deliver up the Demised Premises to the Landlord and that
it will leave
the Demised Premises in good repair, reasonable wear and tear not
inconsistent
with the maintenance of the Building as a first class industrial
building and
damage by fire, lightning and tempest, and all other insured risks
and
structural defects only excepted.
(p) That it will not carry on or permit to
be carried on in the
Demised Premises or thereon any business or activity which shall be
deemed upon
reasonable grounds to be a nuisance and the Demised Premises shall
be used only
for operating biodiesel production showcase and ancillary
administration offices
and for no other purpose.
(q) The Tenant shall not use or permit to
be used all or any part of
the Demised Premises for any dangerous, noxious or offensive trade
or business.
The Tenant shall not carry on any auction, fire or bankruptcy
sales,
going-out-of-business sales, or sales of used, distress or
out-dated merchandise
upon the Demised Premises without the prior written consent of the
Landlord.
(r) During the Term, any stranger who is a
prospective purchaser or
tenant may inspect the Demised Premises or any part thereof at
reasonable times
on producing an order to that effect signed by the Landlord;
provided that such
inspections shall not impinge on the classified nature of the
business of the
Tenant, if any, and provided that the Tenant may elect to cause its
employees or
agents to be present at the time of such inspections.
(s) To assume the sole responsibility for
the condition (structural
defects excepted), operation, maintenance and management of the
Demised Premises
and to heat the same with the heating equipment supplied by the
Landlord. The
Landlord shall be under no liability for damage to the property of
the Tenant or
of any other person at or in the Demised Premises which is or may
at any time be
on the Demised Premises, on any account or for any reason
whatsoever.
(t) (i) The Tenant, provided it is not in
default hereunder may,
with the consent of the Landlord in writing first had and
obtained, which consent will not to be unreasonably withheld,
assign or sublet the Demised Premises. In the event the Tenant
intends to assign, sublet or part with the possession of all or
any part of the Demised Premises (hereinafter collectively
called the "Transfer"), the Tenant shall deliver to the
Landlord
notice in writing of such intention and the Landlord shall have
sixty (60) days from the date of the receipt of such notice
<PAGE>
6
within which to advise
the Tenant that it consents or does not
consent to such Transfer. It is a condition of the giving of
any
such consent by the Landlord that: (A) such consent shall not
release the Tenant from any of its obligations under this
Lease,
which obligations shall be joint and several with such assignee
or sub-lessee ("Transferee); (B) any such consent shall not
deprive the Landlord of any of its rights hereunder with
respect
to any further Transfer; (C) the Transferee shall execute the
Landlord's standard form assumption of lease agreement agreeing
to be bound by all of the terms of this Lease and to assume all
of the terms, covenants, conditions, and agreements by this
Lease imposed upon the Tenant; (D) the Tenant shall pay to the
Landlord its administrative costs, in an amount of not less
than
three
hundred dollars ($300.00), and legal fees whether or not
such consent is granted; and (E) the Landlord may in its sole
and uncontrolled discretion refuse to give its consent to any
Transfer by the Tenant of less than the whole of the Demised
Premises notwithstanding any statutory authority to the
contrary.
(ii) If the Tenant is a corporation or if the Landlord has
consented to a Transfer to a corporation, any transfer or issue
by sale, assignment, operation of law or other disposition
(other than by bequest or inheritance) or by subscription from
time to time of all or any part of the corporate shares of the
Tenant or of any parent or subsidiary corporation of the Tenant
or any corporation which is an associate or an affiliate of the
Tenant (as those terms are defined by the Business Corporations
Act, 1990, of Ontario and any amendments thereto) which results
in any change in the present voting control at the date of
execution of this Lease (or at the date a Transfer to a
corporation is permitted) and which does not receive the prior
written consent of the Landlord as aforesaid shall be deemed to
be a Transfer and shall be subject to what is hereinbefore in
this sub-clause set forth. The Tenant shall give the Landlord
access to its corporate books and records and those of its
associated and affiliated corporations at all reasonable times
and from time to time in order that the Landlord may review the
same and determine whether there has in fact been a change of
corporate control.
(iii) Provided, however, that sub-section 4(t) (ii) shall not
apply to the Tenant if and so long as:
(A) the Tenant is a public corporation whose shares are
traded and listed on any recognized stock exchange in
Canada or the United States; or
(B) the Tenant is a private corporation but is
controlled by a public corporation defined as aforesaid;
so long as in either of cases (A) and (B), prior to or as soon
as reasonably possible after any such change of control of the
Tenant, the Landlord receives assurances satisfactory to the
Landlord that there will be a continuity of the existing
management of the Tenant of its business practices and policies
(including those affecting the advertising and promotion of the
business in the Demised Premises), notwithstanding any such
change of control.
(u) Not to place anything on the roof,
whether signs or otherwise or
in any way make any openings in the roof for stacks or other
purposes whatsoever
without the written consent of the Landlord.
(v) Not to use any outside garbage or other
containers or allow any
ashes, refuse, garbage or other loose or objectionable material to
accumulate in
or about the Demised Premises and will at all times keep the
Demised Premises in
a clean and wholesome condition. Further the Tenant will not store
or cause to
be stored outside of the Demised Premises any of its inventory of
stock in trade
or raw materials.
(w) All loading and unloading of
merchandise, supplies, materials,
garbage, refuse and other chattels shall be made only through or by
means of
such doorways or corridors as the Landlord shall designate in
writing from time
to time. Garbage and refuse shall be contained in containers of a
type approved
by the Landlord in writing.
(x) To keep well painted at all times the
interior of the Demised
Premises in accordance with the reasonable requests of the
Landlord, provided
that, except as is otherwise herein provided for the making of
repairs and
general maintenance of the premises, the Landlord shall not require
the Tenant
to repaint the inside of the Demised Premises more often than once
every five
(5) years of the Term or any renewal thereof.
(y) The Tenant acknowledges that the
Demised Premises may form part
of a larger project and that a part or the whole of the project may
be served by
one sprinkler system and in the event that repairs are necessary to
the
sprinklers in any portion of the entire project, save by reason of
the neglect
of the Landlord or the Tenant or Tenants occupying other portions
of the entire
project, their servants or agents and save by reason of structural
defects, then
the Tenant covenants to pay as additional rent to the Landlord on
demand that
portion of the total cost of such repairs which the floor area of
the Demised
Premises bears to the floor area of all rentable premises in the
project. The
Tenant shall provide reasonable access to the Demised Premises to
the workmen
making the repairs herein contemplated.
(z) The Tenant acknowledges and agrees that
walls of the Demised
Premises may be party walls to be used by the occupants of premises
adjoining
the same or by the Landlord and the Tenant covenants and agrees
that as to any
<PAGE>
7
repair required to any party wall, it will bear one-half of the
cost of such
repair, payable as additional rent on demand, unless such repair is
made
necessary wholly by reason of the neglect or wilful conduct of the
Tenant or any
person in the Demised Premises with the consent of the Tenant, in
which case the
Tenant shall be responsible for the entire cost of such repair. In
the event
that such repairs are made necessary wholly by reason of the
neglect or wilful
conduct of the Landlord or the occupant of the adjoining premises,
then no part
of the cost of the repair shall be borne by the Tenant.
(aa)
To pay to the Landlord, as additional rent, the costs incurred
by the Landlord in carrying out regular inspections of and
preventive
maintenance for the heating, ventilating and air conditioning
systems serving
the Demised Premises.
(bb)
(i) To pay to the Landlord by monthly installments (fixed from
time to time by the Landlord) as additional rent, its Proportionate
Share of the
cost of cleaning, lighting, snow removing, supervising, policing,
insuring and
maintaining and administering, including such repairs and
replacements of
paving, curbs, walkways, landscaping and drainage as may be from
time to time
necessary, and other costs which may be reasonably incurred with
respect to the
common areas and facilities, structural defects excepted;
(ii) The manner in which the said common areas and facilities
shall be maintained and the expenditures therefore shall be at
the sole discretion of the Landlord.
(iii) The Tenant agrees that in the event the Landlord for any
reason whatsoever performs any function resulting in the
improvement, maintenance or repair of the Building or the
Demised Premises, then in addition to the cost of such
improvement,
maintenance or repair, the Landlord shall be
entitled to its usual management and supervisory fee with
respect thereto.
(iv) Each twelve month period ending on December 31st, shall be
deemed to be an accounting year for adjusting the said costs
respecting the said common areas and facilities and within
thirty days after the end of each such accounting year, the
Landlord shall compute the said costs for such accounting year
and the Tenant's Proportionate Share thereof and shall submit
to
the Tenant a statement showing such Proportionate Share and, in
reasonable detail, the basis of the costs and the Proportionate
Share of the Tenant. To the extent that the Tenant's
Proportionate Share of such cost for an accounting year shall
be
greater or less than the total amount actually paid by the
Tenant by said monthly payments in respect of such year, the
difference shall be paid by the Tenant to the Landlord or by
the
Landlord to the Tenant, as the case may be, within 10 days
after
the receipt of such
statement by the Tenant. The said accounting
period may be modified at the commencement or termination of
the
Lease, or by agreement.
(cc)
Upon the commencement of this Lease, the Tenant shall pro rata,
adjust, apportion and allow between itself and the Landlord, as may
be
necessary, upon the said date, water rates, hydro charges, gas
charges, Taxes,
business taxes, insurance premiums and other charges payable by the
Tenant
hereunder and upon the termination of this Lease, the parties shall
again pro
rata, adjust, apportion and allow between themselves as of the said
date of such
termination all of the said items and any part of the Taxes and
other charges
which the Tenant is herein required to pay, to the intent that the
burden
thereof shall be borne by the Landlord until the commencement of
this Lease and
by the Tenant thereafter until it shall deliver up possession of
the said
Demised Premises in accordance with the provisions hereof at the
end of the Term
or any holding over thereafter.
(dd)
Notwithstanding anything provided for in this Lease, if the
Landlord elects to itself purchase any Utility (as defined in this
Lease) for
the Building and then sell same to the tenants of the Building, or
if the
Landlord appoints a particular supplier or suppliers as exclusive
supplier or
suppliers of a Utility to the Building, the Tenant shall satisfy
all of its
needs for such Utility through the Landlord or its appointed
supplier or
suppliers, as the case may be, provided that, in no event shall the
Tenant be
required to pay more for any such Utility than it would otherwise
be required to
pay if it obtained same as a single consumer, and in no event shall
the Landlord
be accountable to the Tenant for any profit, rebate or other form
of
compensation realized by the Landlord from any such
arrangement.
(ee)
Notwithstanding any other provision contained in this Lease, in
the event that, in the opinion of the Landlord, any realty taxes or
other tax,
cost, charge or expense is/are directly attributable to a unit or a
tenant's use
and occupation of the said unit, the Landlord may allocate such
cost and expense
solely to that unit.
5. INSURANCE
(a) The Landlord shall obtain and maintain
at the sole expense and
cost of the Tenant, the following insurance:
<PAGE>
8
(i) "All Risks" Insurance on the Demised
Premises (including
the foundations and
excavations) and the machinery,
boilers and equipment contained therein or servicing the
Leased Premises and owned by the Landlord (excluding any
property with respect to which the Tenant is obliged to
insure);
(ii) Flood, sewer backup, earthquake and water
damage
insurance;
(iii) Replacement cost cover, stated amount
co-insurance, and
increased costs due to by-laws;
(iv) Rental income insurance;
(v) Broad form boiler and machinery
insurance on a repair
and replacement basis, including increased costs due to
by-laws;
(vi) Such other forms of insurance as the
Landlord or its
mortgagee reasonably considers advisable.
Such insurance shall be in such reasonable amounts and with
such
reasonable deductions as would be carried by a prudent owner of
a reasonably similar building, having regard to size, age and
location. Notwithstanding any contribution by the Tenant to the
cost
of the insurance premiums provided herein, the Tenant
acknowledges and agrees that: (I) no insurable interest is
conferred upon the Tenant under any policies of insurance
carried by the Landlord: and (ii) the Tenant has no right to
receive any proceeds of any such insurance policies carried by
the Landlord.
(b) The Tenant shall throughout the entire
Term at its sole cost and
expense, take out and keep in full force and effect the following
insurance in
the name of the Tenant, and the Landlord and any mortgagee of the
Lands as
additional insured, as their respective interests may appear:
i. Property Insurance -All risks
property insurance including
flood, earthquake and collapse, on:
1. Tenant's improvements: Property of
every description
owned by the Tenant, or for which the Tenant is legally
liable or which is installed by or on behalf of the
Tenant and which is located within the Building
including, without limitation, fittings, installations,
alterations, additions, partitions, fixtures and
anything in the nature of a leasehold improvement (but
specifically including the Tenant's stock-in-trade,
furniture and moveable equipment), in an amount of not
less
than ninety percent (90%) of the full replacement
cost thereof.
2. Tenant's Stock-in-Trade, Furniture
and Moveable
Equipment: The Tenant's stock-in-trade, furniture and
moveable equipment in an amount not less than ninety
percent (90%) of the full replacement cost thereof. If
there is a dispute as to the amount which comprises full
replacement cost,
the decision of the Landlord shall be
conclusive.
3. Business interruption: Business
interruption insurance
in such form and in such amount as will reimburse the
Tenant for direct loss of earnings and for extra
expenses necessarily incurred to continue the Tenant's
business or attributable to prevention of access to the
Demised Premises or the Building as a result of an
insured peril.
4. Boiler and Machinery: Broad form
Boiler and Machinery
insurance on a blanket repair and replacement basis with
limits
for each accident in an amount not less than the
replacement cost of all leasehold improvements, boilers,
pressure vessels, air-conditioning equipment, process
equipment and miscellaneous electrical apparatus
owned
by the Tenant, or for which the Tenant may be liable or
operated by the Tenant or by others (other than the
Landlord) on behalf of the Tenant in the Demised
Premises, or relating to or serving the Demised
Premises.
Business interruption insurance as described in
subclause 3 above with respect to perils insured in the
Boiler and Machinery policy.
5. Plate Glass: Plate glass insurance
insuring all exterior
glass in the Demised Premises.
<PAGE>
9
ii. Casualty Insurance
1. Commercial General Liability:
Commercial General
liability insurance insuring the Tenant's occupancy and
use of the Demised Premises including all activities and
operations of the Tenant or others performing work or
providing services on behalf of the Tenant at or away
from the Demised Premises or for whom the Tenant is in
law responsible, the use of the common facilities by the
Tenant or others on behalf of the Tenant.
This insurance shall contain at least the following
coverages:
a) bodily injury and property damage,
including
loss of use of property;
b) personal injury;
c) blanket contractual liability;
d) employer's liability including
contingent
employer's liability;
e) products and completed
operations;
f) owner's and contractor's
protective liability;
and
g) non-owned automobile insurance
including blanket
contractual liability (SEF #96) and liability
for damage to hired vehicles.
The limits of insurance shall be $5,000,000 each
occurrence bodily injury and property damage combined,
$5,000,000 each occurrence personal injury and
$5,000,000 each accident non-owned automobile or such
higher limits as the Landlord, acting reasonably,
requires from time to time. The general liability policy
shall contain a severability of interests clause and a
cross-liability clause.
2. Tenant's Legal Liability: All
risks tenant's legal
liability insurance for the replacement cost value of
the Demised Premises including loss of use thereof.
3. Owned Automobile Insurance:
Automobile liability
insurance on the standard owner's form providing limits
of $2,000,000 each accident inclusive bodily injury and
property damage, statutory accident benefits insurance,
direct compensation insurance, uninsured automobile
insurance and physical damage insurance on all vehicles
not more than 10 years old, covering all licensed
&nbs
