EXHIBIT 10.5 STANDARD OFFICE LEASE 160 ELGIN STREET, 23rd floor OTTAWA PROVINCE OF ONTARIO

Exhibit 10.5

 

TRIZEC HAHN CORPORATION

AS AGENT FOR

TELCOM PROPERTIES LTD.

 

LEARNING TREE INTERNATIONAL INC.

 

STANDARD OFFICE LEASE

160 ELGIN STREET,

23 ^rd floor

OTTAWA

PROVINCE OF ONTARIO

AGREEMENT OF NET LEASE FOR OFFICE PREMISES made on the 12 ^th day of APRIL 1999.

 

 

In consideration of the rents and agreements hereinafter contained, the parties agree to lease the Premises on the following terms:

 

 

160 Elgin/Office/Learning

06-02-07

 

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ARTICLE 2: INTENT AND INTERPRETATION

 

2.1 Net Lease

 

This Lease is intended by the parties to be an absolutely net lease to Landlord, except as otherwise expressly provided herein. Any amount or obligation relating to the Tenant’s occupancy of the Premises and which is not expressly declared herein to be an obligation of the Landlord shall be deemed to be an obligation of the Tenant to be performed or paid by the Tenant.

 

2.2 Reasonableness

 

Landlord and Tenant shall act reasonably in the performance of their obligations and the exercise of their rights (including the giving of a Notice, consent or approval) pursuant to the Lease, unless a right is stated herein to be exercisable at the sole discretion of a party. The strict enforcement of time limits provided for in the Lease shall be considered to be acting reasonably.

 

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2.3 Entire Agreement

 

This Lease is the entire agreement between Landlord and Tenant. Landlord and Tenant further acknowledge that the execution of this Lease shall constitute a conclusive presumption that all agreements and representations, written or verbal, previously entered into or made by the parties or their agents shall be solely those set forth in the Lease and may be amended only by an agreement in writing signed by both Landlord and Tenant. Landlord shall prepare any amendment of the Lease as aforesaid.

 

ARTICLE 3: LEASE OF PREMISES

 

3.1 Lease of Premises

 

Tenant shall lease the Premises for the Term.

 

3.2 Measurement of Premises and Rent Adjustment

 

Landlord may at any time during the Term calculate the GRA in accordance with its measurement of the Premises based on BOMA (ANSI Z65.1-1980) standards of measurement, the gross up factor being Nineteen Thousand Seven Hundred and Fifty (19,750) sq. ft. estimated at eight point one six percent (8.16%) but in any event the Gross Rentable Area is not to exceed Twenty Thousand (20,000) square feet.

 

Where the GRA as certified by Landlord or the Expert (in this case, the Expert being a surveyor or an architect) is different from the GRA set forth in Section 1.1, such certificate of GRA shall be conclusively binding on the parties and the Rent shall be adjusted accordingly as and from the later of the Commencement Date, and the date that is one year before the date of the certification.

 

3.3 Common Areas

 

Tenant shall have the right to use the Common Areas in common with the others entitled thereto, for:

 

(a)

the purposes for which they are intended; and

 

(b)

during such hours as they may be available, as determined by Landlord.

 

This right shall not be transferable except to a permitted subtenant, assignee or user pursuant to Article 13 of the Lease.

 

3.4 Condition of Premises

 

When Tenant takes actual possession of the Premises, it is conclusively presumed as of such date that the Premises are in good condition in all respects, except for any latent defects.

 

3.5 Relocation of Premises

 

Landlord shall be entitled at any time to change the location of the Premises in the Building if the new location contains approximately the same rentable area as the Premises. Configuration of Tenant’s Premises shall not be materially different than current configuration.

 

If the relocation occurs during the Term:

 

(a)

Landlord shall give Tenant prior Notice of not less than three (3) months;

 

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(b)

Landlord shall pay for the refixturing of the new premises to the standard of the Premises existing before the relocation, Tenant hereby agreeing to cooperate with Landlord in any such refixturing;

 

(c)

Landlord shall pay for Tenant’s reasonable costs of moving including without limitation, of changing its letterhead, of reinstalling its telephones, moving and reinstalling computers and any other material containing the address; and

 

(d)

the Minimum Rent shall be the same on a per square foot basis but, in no event shall the total rent be more than the current total rent for the Premises.

 

ARTICLE 4: RENT

 

4.1 Rent

 

Throughout the Term, Tenant shall pay to Landlord the following Rent:

 

(a)

the Minimum Rent;

 

(b)

the Proportionate Share of Operating Expenses;

 

(c)

the Proportionate Share of Taxes;

 

(d)

all other taxes payable to Landlord in accordance with Section 5.4; and

 

(e)

the aggregate of:

 

(i)

the charges for utilities in accordance with Section 6.2;

 

(ii)

the charges for any additional services provided by Landlord at the request of Tenant; and

 

(iii)

such other costs, charges, amounts and expenses as are required to be paid by Tenant to Landlord under the Lease.

 

4.2 General

 

(a)

Tenant shall pay the Rent to Landlord immediately when due, without Notice or demand, and without deduction, set-off, compensation, or abatement, except as expressly provided in this Lease, in lawful money of Canada, at the address mentioned in Section 1.10, or such other address or Person as may be designated by Landlord. For greater certainty, Tenant expressly waives and renounces any and all future claims or rights of set-off or compensation against any Rent;

 

(b)

Tenant shall pay items of Rent of a recurring nature (including without limitation the Minimum Rent, the Proportionate Share of Operating Expenses, the Proportionate Share of Taxes and the charges for utilities) in advance on the first day of each month of the Term, subject to the provisions of Sections 4.2 (g), 5.2, 6.1 and 6.2; Tenant shall pay all other items of Rent 15 business days of the delivery of an invoice therefor;

 

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(c)

Tenant shall pay interest at the Prime Rate, applicable at the date of Tenant’s default, plus 2% per annum on all arrears of Rent for the period of time any Rent remains unpaid;

 

(d)

Intentionally deleted.

 

(e)

Intentionally deleted.

 

(i)

Intentionally deleted.

 

(ii)

Intentionally deleted.

 

(f)

Landlord shall determine Operating Expenses and Taxes without duplication in accordance with generally accepted accounting principles and CIPREC and/or GAAP guidelines consistently applied for the real estate industry and all other tenants of the Building;

 

(g)

Landlord may estimate items of Additional Rent of a recurring and variable nature and advise Tenant in writing thereof. Tenant shall pay to Landlord the amounts so estimated in equal consecutive monthly instalments in advance over each Rental Year or a portion thereof; in the case of Taxes, however, Tenant shall pay to Landlord the full amount of such estimate in equal consecutive monthly instalments commencing with the first month following such estimate and terminating on the tax due date or Specified Date;

 

(h)

Within 180 days after the expiry of each Rental Year, Landlord shall deliver to Tenant a statement issued by Landlord of the items of Additional Rent of a recurring and variable nature and of the amounts of the Tenant’s proportionate share thereof for such Rental Year. If Tenant has paid more than such statement specifies, Landlord shall refund the excess (unless Tenant is then in monetary default under any term or condition of this Lease) without interest by the appropriate party or if Tenant has paid less than such statement specifies, Tenant shall pay the deficiency, any such adjustment amounts to be paid by the appropriate party within 15 business days after delivery of Landlord’s statement;

 

(i)

The obligations of the parties to pay any amount of Rent or to adjust pursuant to the preceding sub-paragraph (h) for the final Rental Year shall survive the expiration of the Term;

 

(j)

If the Commencement Date is not the first day of a calendar month or if the Expiration Date is not the last day of a calendar month, Rent for the relevant part of the month shall be prorated on a per diem basis;

 

(k)

Notwithstanding any contrary provisions of the Lease, if, at any time during a Rental Year, the Building is not one hundred percent (100%) occupied and operational, the Landlord shall have the right to increase those items of Operating Expenses which vary with the extent of the occupancy or use of the rentable premises in the Building (including without limitation, cleaning costs, supplies, garbage removal, etc.) to such an amount, as in the reasonable estimation of Landlord, would have been incurred if the Building were one hundred percent (100%) occupied and operational for the entire Rental Year and the amount of such increase shall be included in the Operating Expenses. In no event however, shall Tenant have to pay an amount higher than it would have paid if the Building had been fully occupied and operational;

 

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(l)

Landlord shall in its determination of Operating Expenses and Taxes make such allocations and attributions in respect to various components of the Building as may be necessary and reasonable.

 

ARTICLE 5: TAXES

 

5.1 Landlord’s Responsibility to Pay Taxes

 

Subject to Section 5.2, Landlord shall pay all Taxes to the competent tax authorities.

 

5.2 Tenant’s Proportionate Share of Taxes

 

Tenant shall pay to Landlord, as Additional Rent, the Proportionate Share of all Taxes, such payment to be made not later than on the tax due date or on the Specified Date, subject to Sections 4.2 (b), (g) and (h).

 

Landlord shall provide Tenant, upon the latter’s specific written request, with copies of all pertinent valuation and assessment notices and of all pertinent tax statements and notices which Landlord has received in respect of the Building or the Premises.

 

5.3 Contestation of Taxes

 

Tenant shall pay to Landlord, as part of Operating Expenses, its proportionate share of all fees and expenses incurred by Landlord with respect to the contestation of the Taxes or of the assessment of the Building, including without limitation legal, appraisal, administration and overhead expenses. The Taxes which shall be contested by Landlord shall nevertheless be paid by Tenant in accordance with Section 5.2 of this Lease, provided however that if Tenant has paid its proportionate share of such contested Taxes and that Landlord receives as a result of such contestation a reimbursement of those Taxes, Landlord shall reimburse to Tenant an appropriate portion of such reimbursement, after having deducted those expenses which shall not have been already charged to Tenant.

 

Landlord shall have no obligation to contest, object to or to litigate the levying or imposition of any Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Taxes without notice to, consent or approval of Tenant.

 

5.4 Sales Taxes

 

Tenant shall pay to Landlord any Sales Taxes at the same time as the amounts to which such Sales Taxes apply and which are payable to Landlord under the Lease. Although Sales Taxes are not considered to be Rent, Landlord shall have the same recourses for recovery of such amounts as it has for non-payment of Rent under the Lease or at law.

 

5.5 Tax Indemnification

 

Tenant shall indemnify and save Landlord harmless from all losses, costs, charges, penalties, and expenses arising from Tenant’s non-payment of Taxes, as well as of any taxes that are imposed in lieu of same, whether against Landlord or Tenant.

 

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ARTICLE 6: OPERATING EXPENSES AND UTILITIES

 

6.1 Tenant’s Proportionate Share of Operating Expenses

 

Tenant shall pay to Landlord, as Additional Rent, the Proportionate Share of Operating Expenses.

 

6.2 Utilities

 

Tenant shall pay to Landlord, as Additional Rent, the costs of all electricity and other utilities supplied to or used or consumed in the Premises as set forth in Schedule “D”. Landlord may require Tenant to install a check meter, at Tenant’s expense, for the purpose of determining the costs of such utilities. The cost of electricity to Tenant for the Premises shall not exceed the amount which the authority providing the same would charge to Tenant if Tenant were directly metered and billed by the competent authority. For the purposes hereof, the charge for utilities shall be included in the Tenant’s Proportionate Share of Operating Expenses.

 

ARTICLE 7: SERVICES AND OPERATION OF BUILDING

 

7.1 Services to Premises

 

Landlord shall provide the following services to the Premises, subject to the further provisions set forth in Schedule “D”:

 

(a)

heating, ventilation and air-conditioning as required for the comfortable use and occupancy of the Premises during the hours as stipulated in section 17.13; any supply of such services to the Premises outside of the hours as stipulated in section 17.13 shall be at Tenant’s sole expense and in accordance with Landlord’s prevailing rates;

 

(b)

cleaning services; and

 

(c)

utilities for lighting and equipment.

 

7.2 Services to Building

 

Landlord shall provide the following services to the Building (not including the Premises):

 

(a)

elevators as set forth in Schedule “D”;

 

(b)

washroom facilities including hot and cold water;

 

(c)

heating, ventilation, air-conditioning, lighting and cleaning in the appropriate interior portions of the Common Areas;

 

(d)

snow removal and landscape maintenance for the appropriate exterior portions of the Common Areas;

 

(e)

exterior window washing;

 

(f)

replacement of tubes and ballasts; and

 

(g)

garbage removal.

 

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7.3 Control of Building

 

Landlord shall perform any acts which it determines to be advisable for the more efficient and proper operation of the Building. More particularly and without limiting the generality of the foregoing, Landlord shall be entitled to do the following:

 

(a)

obstruct or close off any part of the Building for the purpose of maintenance, repair, alteration or construction;

 

(b)

regulate the delivery or shipping of supplies and fixtures to the leased premises;

 

(c)

construct other buildings, structures or Improvements in the Building and make alterations and additions to the Building (excluding the Premises) and its Common Areas; and

 

(d)

relocate or modify certain Common Areas.

 

7.4 Interruption of Services

 

Landlord may elect at its sole discretion, without any obligation or liability to Tenant, and without such action constituting an eviction of Tenant, to temporarily discontinue or modify any services required of it as a result of Landlord’s exercise of the rights conferred under Section 7.3. To the extent that the Landlord’s exercise of the rights conferred under section 7.3 would prevent the Tenant from conducting its business, the Landlord shall perform the acts outside the Normal Business Hours.

 

ARTICLE 8: USE OF PREMISES

 

8.1 Use

 

The Premises shall be used and occupied by Tenant for the purpose of carrying on the Authorized Use and for no other purpose. Tenant shall not permit any part of the Premises to be occupied by any Person other than Tenant or a permitted assignee or subtenant and their respective employees.

 

8.2 No Warranty of Use

 

Notwithstanding any legal warranty, Landlord does not make any representation or warranty whatsoever to Tenant in respect of the use of the Premises which is permitted under applicable Laws during the Term or is permitted by any applicable zoning by-laws during the Term. Nothing herein shall be interpreted so as to imply that the Lease is conditional upon the Tenant obtaining any permit for the carrying on of its business from any municipal or other authority. Tenant shall be solely responsible to obtain, at its own cost, all permits, consents and authorizations required for its occupation of the Premises and the operation of its business therein.

 

8.3 Continuous Operation

 

Intentionally deleted.

 

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ARTICLE 9: INSURANCE AND NON-LIABILITY

 

9.1 Tenant’s Insurance

 

Tenant shall maintain during the Term and any renewal thereof or later occupation of the Premises insurance with respect to its interest in the Premises, the fixtures and Improvements made by or on behalf of Tenant in the Premises, and all operations of Tenant in and from the Premises.

 

Tenant’s insurance shall be in amounts equal to those maintained by prudent tenants of similar premises and shall, without limiting the foregoing, cover the following risks:

 

(a)

“all risks” (including flood and earthquake, if available on reasonable commercial terms) coverage for property of every kind owned by Tenant or for which Tenant is legally liable or installed by or on behalf of Tenant and which is located within the Building, including, without limitation, all of Tenant’s furniture and movable equipment and all leasehold improvements and other Improvements, in an amount not less than the full replacement cost thereof;

 

(b)

“all risks” Tenant’s legal liability insurance in an amount not less than the full replacement cost of the Premises;

 

(c)

comprehensive general liability insurance including, but not limited to property damage, public liability, personal injury liability, contractual liability, non-owned automobile liability and contractor’s protective insurance coverage, all on an occurrence basis with respect to the use, occupancy, activities or things on the Premises and with respect to the use and occupancy of any other part of the Building by Tenant or any of its employees, agents, contractors or persons for whom Tenant is in law responsible with coverage of not less than Five Million Dollars ($5,000,000.00) for each occurrence involving bodily injury, death or property damage (or for such higher limits as Landlord may reasonably require from time to time);

 

(d)

business interruption insurance in such amounts as will reimburse Tenant for direct and indirect loss of earnings attributable to the perils insured against in subparagraph 9.1 ((a) and other perils commonly insured against by prudent tenants; and

 

(e)

such other coverage as Landlord, the Trustee or the Mortgagee may require having regard to the risks which are customarily insured against by prudent tenants of like premises.

 

Such insurance shall include:

 

(aa)

Landlord, the Trustee and any Mortgagee designated by Notice from Landlord together with those for whom they are in law responsible as named insureds as their respective interests may appear;

 

(bb)

a severability of interests and cross-liability clauses protecting Landlord in respect of claims by Tenant as if Landlord was separately insured;

 

(cc)

a provision prohibiting the insurer from cancelling the coverage without first giving Landlord at least 30 days prior Notice thereof; and

 

(dd)

a waiver of any subrogation rights which Tenant’s insurers may have against Landlord and against those for whom Landlord is in law responsible. Landlord shall provide for a similar waiver of any subrogation rights for the benefit of the Tenant.

 

Tenant shall provide Landlord with certificates of such insurance and any renewals thereof and, at Landlord’s request, with a certified copy of its insurance policy(ies).

 

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9.2 Increased Risk and Remedies

 

Tenant shall not do or commit any act upon the Premises or bring into or keep upon the Premises any Article which will affect the fire risk or increase the rate of fire insurance or other insurance on the Building. Without limiting the foregoing, in no event shall any inflammable materials, except for kinds and quantities required for ordinary office occupancy and permitted by the insurance policies covering the Building, or any explosives whatsoever, be taken into the Premises or retained therein. !

 

Tenant shall comply with the rules and requirements of Landlord’s insurers’ inspection service and with the requirements of all insurance companies having policies of any kind whatsoever in effect covering the Building, including policies insuring against contractual and extra-contractual liability.

 

Should the rate of any type of insurance on the Building be increased by reason of any violation of the Lease by Tenant, Landlord, in addition to all other remedies, may pay the amount of such increase, and the amount so paid shall become due and payable immediately by Tenant and collectible as Additional Rent.

 

Should any insurance policy on the Building be cancelled or threatened to be cancelled by the insurer by reason of the use and occupation of the Premises or any part thereof by Tenant or by any permitted assignee, subtenant, concessionaire or licensee of Tenant, or by anyone permitted by Tenant to be upon the Premises, Landlord may at its option terminate the Lease by leaving at the Premises a Notice of its intention to do so and thereupon Rent and other payments for which Tenant is liable hereunder shall be apportioned and paid in full to the effective date of termination under such Notice and Tenant shall forthwith deliver vacant possession of the Premises to Landlord. Landlord may also, at its option and at the expense of Tenant, enter upon the Premises and rectify the situation causing such cancellation or threatened cancellation.

 

9.3 Loss or Damage

 

Notwithstanding any other provisions in this Lease or the Laws, Landlord shall not be liable for damage to or loss, theft, or destruction of property at any time in or on the Premises or in or about the building, regardless of the cause therefor (except where such cause is Landlord’s fault).

 

Save as set out in Article 11 and without limiting the generality of the foregoing, there shall be no abatement from or reduction of Rent nor shall Tenant be entitled to damages, costs, losses or disbursements from Landlord regardless of the cause therefor (except where such cause is Landlord’s fault) on account of fire or other casualty. Neither shall there be any claim of any nature whatsoever by Tenant against Landlord, nor any abatement nor reduction of Rent, nor recovery by Tenant from Landlord on account of partial or total failure of, damage caused by, lessening of supply of, or stoppage of, heat, air-conditioning, electric light, power, water, plumbing, sewerage, elevators, escalators or any other service, nor on account of any damage or annoyance occasioned by water, snow, or ice being upon or coming through the roof, skylight, trapdoors, windows, or otherwise, or by any defect or break in any pipes, tanks, fixtures, or otherwise whereby steam, water, snow, smoke or gas, leak, issue or flow into the Premises, nor on account of any damage or annoyance occasioned by the condition or arrangements of any loading docks or of any electric or other wiring, nor on account of any damage or annoyance arising from any acts, omissions, or negligence of co-tenants or other occupants of the Building, or of owners or occupants of adjacent or contiguous property, nor on account, directly or indirectly, of the making of Improvements, or structural changes to the Building, or any thing or service therein or thereon or contiguous thereto.

 

Notwithstanding the foregoing, liability of Landlord shall under no circumstances extend to any property other than normal office furniture which term, without limiting its normal meaning, shall not include securities, specie, papers, typewriters, electrical computers, or machines or similar items.

 

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Furthermore, Landlord shall not be liable for any damages suffered by Tenant should any delay in the completion of the Premises in any way delay or inconvenience the occupation thereof or the enjoyment of the Building or accessories or services.

 

9.4 General Indemnification of Landlord

 

Tenant shall indemnify Landlord and save it harmless from and against all claims and costs arising from any occurrence in, upon or at the Premises, or occasioned wholly or in part by any act or omission of Tenant or by anyone permitted to be on the Premises or in the Common Areas by Tenant, or by a failure by Tenant or by anyone for whom the Tenant is responsible at law to comply with Laws, unless any such claim, cost or occurrence results from the fault of Landlord or of those for whom it is in law responsible. If Landlord, without gross fault on its part, is made a party to any litigation commenced by or against Tenant, Tenant shall indemnify and hold Landlord harmless and shall pay all costs, expenses and legal fees (judicial and extra-judicial) incurred or paid by Landlord in connection with such litigation.

 

ARTICLE 10: TENANT RESPONSIBILITIES

 

10.1 Maintenance and repairs

 

Subject to section 10.10, Tenant shall, at all times, at its expense, maintain and repair, subject to Section 10.2, the whole of the Premises including without limitation, all Improvements, interior partitions, doors, electrical, lighting, wiring, plumbing fixtures and equipment and the heating, ventilating and air-conditioning systems and equipment within or exclusively serving the Premises in good order and repair as would a prudent owner. Tenant will make all needed repairs and replacements with due diligence and dispatch.

 

Tenant shall promptly notify the Landlord in writing of any accident to or defect in the water pipes, steam pipes, heating or air conditioning equipment, electric lights, elevators, wires or other services or equipment to any portion of the Premises.

 

10.2 Landlord’s Approval of Tenant’s Improvements

 

Tenant shall not make any Improvements other than painting and minor non-structural Improvements to the Premises which do not affect the Building’s systems, without obtaining Landlord’s prior written consent. Landlord shall not be obliged to consider any request for such approval unless and until Tenant has submitted to Landlord details of the proposed Improvements, including drawings and specifications prepared by qualified architects or engineers and conforming to good architectural and engineering practice and unless Tenant shall also deliver with respect to the Improvements:

 

(a)

such indemnification against liens, costs and damages as Landlord requires, failing which Tenant shall furnish adequate reasonable security in an amount and form required by Landlord to indemnify against liens, costs, damages, and expenses resulting from such Improvements; and

 

(b)

evidence satisfactory to Landlord that Tenant has obtained all necessary consents, permits, licences and inspections from all governmental and regulatory authorities.

 

Landlord will release the security when the relevant lien period has expired.

 

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All Improvements made by Tenant to the Premises shall be at Tenant’s sole expense and, if approved by Landlord, shall be performed:

 

(i)

by such contractor((s), or sub-contractor(s) as Tenant may select and Landlord may approve, provided however that Landlord shall not be liable for any damage or other loss or deficiency arising from or through such work. Each such contractor and sub-contractor shall be Tenant’s contractor and sub-contractor and shall not be deemed to be Landlord’s agent. Tenant hereby undertakes that there shall be no conflict caused with any union or other contract to which Landlord, its contractor(s), or any sub-contractor(s) may be a party, and in the event of any such conflict Tenant shall forthwith remove from the Building Tenant’s conflicting contractor(s) or sub-contractor(s).

 

(ii)

in a good and workmanlike manner and in compliance with the highest standards including those set by Landlord;

 

(iii)

in accordance with the drawings and specifications approved by Landlord; and

 

(iv)

subject to the reasonable regulations, controls and inspection of Landlord.

 

If any payment in respect of the Tenant’s Improvements shall be made by Landlord, the same shall be immediately repayable to Landlord by Tenant and collectible as Additional Rent.

 

Immediately upon being invoiced by Landlord, Tenant shall pay to Landlord, as Additional Rent, an administrative and supervisory fee equal to 15% of the cost of any Improvements made to the Premises subsequent to the initial Improvements. Moreover, if any such Improvements may in the Expert’s opinion affect the structure of the Premises or any other part of the Building (namely, the electrical, mechanical, or other base building systems), such work, or the appropriate part thereof, shall be performed only by Landlord, in which case Tenant shall, upon completion thereof, pay to Landlord, upon demand, Landlord’s Costs thereof. No such Improvements shall be permitted which may weaken or endanger the structure or adversely affect the condition or operation of the Premises or the Building or diminish the value thereof.

 

Any Improvement made by Tenant without the required prior written consent of Landlord or which is not in accordance with the drawings and specifications approved by Landlord shall, if required by Landlord, promptly be removed by Tenant at its expense and the Premises restored to their previous condition.

 

10.3 Ownership of Improvements

 

Any fixtures or Improvements installed by Tenant, or by Landlord on Tenant’s behalf, shall immediately upon installation become the property of Landlord without compensation to Tenant. Except in the circumstances specifically described in Section 10.6, such fixtures or Improvements shall not be removed from the Premises either during or at the expiration or earlier termination of the Term. Landlord is under no obligation to repair, maintain or insure the Improvements.

 

10.4 Tenant to Discharge All Liens

 

If any mechanics’ construction or similar lien is made, filed or registered against title to the Building or Lands or against the Tenant’s leasehold interest as a result of any work, materials or services supplied or performed by or on behalf of the Tenant or otherwise in respect of the Premises, the Tenant will discharge it forthwith at the Tenant’s expense. If the Tenant fails to discharge the lien, then in addition to any other right or remedy of the Landlord, the Landlord may elect to discharge the lien by paying the amount claimed to be due and any additional amounts as may be required at law or otherwise, into Court

 

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or directly to the lien claimant and the amount paid by the Landlord and all costs and expenses including all solicitor’s fees (on the basis of a solicitor and his own client) incurred as a result of the lien including, without limitation, procuring and registering its discharge will be immediately paid by the Tenant to the Landlord.

 

10.5 Tenant Not to Overload Utilities and Services

 

Tenant shall not install any equipment which will exceed or overload the capacity of any utilities and services in the Building.

 

10.6 Termination of Lease

 

At the expiration or earlier termination of the Lease for whatever reason or upon Tenant vacating the Premises with the permission of Landlord prior to the expiration hereof, Tenant shall, not be obliged to restore the leased Premises to their original condition and any such Improvements, shall, upon the expiration or earlier termination of this Lease for any other reason, remain in the Premises as the property of Landlord without any compensation being paid therefor to Tenant.

 

Moreover, all obligations of Tenant under the Lease which have arisen on or before its expiration or earlier termination, all obligations to pay amounts due hereunder and/or pursuant to adjustment provided for by the Lease shall survive the expiration or earlier termination of the Lease.

 

10.7 Exterior Appearance of Premises

 

Tenant shall keep the exterior appearance of the Premises tidy and business-like and shall not erect any sign or other like object within the Premises which is visible from the exterior of the Building.

 

10.8 Obligation Towards Other Tenants and Users of the Building

 

Tenant shall act in such a way as not to disturb the peaceful enjoyment of the other tenants or users of the Building.

 

10.9 Fire Protection

 

Tenant shall install and maintain in the Premises, at its sole cost, such fire protection or equipment, including without limitation, emergency lighting as is deemed necessary or desirable by Landlord or by any governmental and/or insurance body. If so required by Landlord or any aforesaid body, Tenant shall appoint a warden to coordinate with the fire protection authorities and Landlord’s personnel.

 

10.10 Repairs by Landlord

 

The Landlord shall make repairs from time to time as necessary at its cost, not to be recovered by way of Operating Expenses (unless such repairs are minor in nature), to the major structural elements of the Building, including without limitation the roof, roof membrane, support beams, weight-bearing walls, foundation, exterior cladding and masonry. The Landlord shall not be entitled to recover by way of Operating Expenses any costs incurred by the Landlord’s exercise of its rights pursuant to paragraph 7.3 (c) or (d).

 

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ARTICLE 11: DAMAGE, DESTRUCTION, EXPROPRIATION

 

11.1 Damage or Destruction of Premises

 

In the event that the Premises shall be destroyed or damaged by fire or other casualty insurable under fire and all risks insurance coverage, then:

 

(a)

if in the opinion of Landlord the damage or destruction is such that the Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use and occupy them, and if in either event the damage, in the further opinion of Landlord (which shall be given by Notice to Tenant within a reasonable delay of the happening of such damage or destruction) cannot be repaired with reasonable diligence within 180 days from the happening of such damage or destruction, either Landlord or Tenant may within 5 days next succeeding the giving of Landlord’s opinion as aforesaid, terminate this Lease by giving to the other Notice of such termination, in which event the Term shall cease and be at an end as the date of such damage or destruction and the Rent shall be apportioned and paid in full to the date of such damage or destruction. In the event that neither Landlord nor Tenant so terminates this Lease, Rent shall abate from the date of the happening of the damage until the damage shall be made good to the extent of enabling Tenant to use and occupy the Premises; or

 

(b)

if the damage be such that the Premises are wholly unfit for occupancy, or if it is impossible or unsafe to use or occupy them but if in either event the damage, in the opinion of Landlord (which shall be given by Notice to Tenant within 30 days from the happening of such damage) can be repaired with reasonable diligence within 180 days of the happening of such damage, Rent shall abate from the date of the happening of such damage until the damage shall be made good to the extent of enabling Tenant to use and occupy the Premises; or

 

(c)

if in the opinion of Landlord, the damage can be made good as aforesaid within 180 days of the happening of such damage or destruction, and the damage is such that the Premises are capable of being partially used for the purposes for which leased, until such damage has been repaired, Rent shall abate in the proportion that the part of the Premises rendered unfit for occupancy bears to the whole of the Premises.

 

11.2 Destruction of Building

 

In the event that the Building is partially destroyed or damaged so as to affect 20% or more of the rentable area of the Building, or in the opinion of Landlord the Building is rendered unsafe, and whether or not the Premises are affected, and in the opinion of Landlord (which shall be given by Notice to Tenant within 30 days of the happening of such damage or destruction), cannot be repaired with reasonable diligence within 180 days from the happening of such damage or destruction, Landlord may within 5 days next succeeding the giving of Landlord’s opinion as aforesaid, terminate this Lease by giving to Tenant Notice of such termination, in which event the Term shall cease and be at an end as of the date of such damage or destruction and the Rent and all other payments for which Tenant is liable under the terms of this Lease shall be apportioned and paid in full to the date of such damage or destruction.

 

11.3 Insurance Proceeds

 

In the event of the termination of the Lease as hereinabove provided, all insurance proceeds, excluding those relating to Tenant’s property, proceeds respecting business interruption, and to any amount payable for the value in use of Improvements to the Tenant during the Term shall be and remain the absolute property of Landlord.

 

11.4 Tenant’s Property

 

Nothing herein contained shall oblige Landlord to repair or reconstruct any property of Tenant or Improvements.

 

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11.5 Negligence of Tenant

 

Intentionally deleted.

 

11.6 Expropriation

 

Landlord and Tenant shall cooperate in respect of any expropriation of the Premises or any part thereof so that, Tenant may receive the maximum award to which it is entitled in law for relocation costs, business interruption and such other costs (including any required increased rent in new premises) that it may be entitled to receive from the expropriating authority and so that Landlord may receive the maximum award for all other compensation arising from or relating to such expropriation. If the whole or any part of the Premises is expropriated, the respective rights and obligations of Landlord and Tenant shall continue until the day on which the expropriating authority takes possession thereof.

 

ARTICLE 12: LANDLORD’S RIGHT OF ENTRY

 

12.1 Entry by Landlord

 

Landlord and its agents and contractors may enter the Premises, upon 24 hours’ prior notice to Tenant (except in an emergency when no Notice shall be required) for the following purposes:

 

(a)

to examine the Premises;

 

(b)

to make such repairs as Landlord, acting reasonably, considers necessary;

 

(c)

to have access to underfloor ducts and access panels to mechanical shafts;

 

(d)

to check, calibrate, adjust and balance controls and other parts of the heating or air-conditioning systems; and

 

(e)

for any other purpose necessary to enable Landlord to perform its obligations or exercise its rights under the Lease.

 

In exercising its rights Landlord shall use reasonable efforts to minimize interference with Tenant’s use and enjoyment of the Premises.

 

Tenant shall not alter any locks on any doors of the Premises without obtaining Landlord’s prior written consent which may be conditional namely on Tenant providing keys to Landlord for any new locks installed.

 

12.2 Right to Show Premises

 

Landlord and its agents shall have the right to enter the Premises during Normal Business Hours upon reasonable prior Notice to show them to prospective purchasers, or Mortgagees or prospective Mortgagees, or the Trustee and, during the last (6) months of the Term (or the last 6 months of any renewal term if this Lease is renewed), to prospective tenants.

 

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ARTICLE 13: ASSIGNMENT OR SUBLETTING

 

13.1 Assignment or Subletting

 

Tenant may not assign, transfer or encumber this Lease or sublet all or a portion of the Premises or permit the Premises or any part thereof to be used by another, unless Tenant has obtained Landlord’s prior written consent, which consent shall not be unreasonably withheld. Tenant shall have the right, upon Notice to Landlord, without consent of the Landlord, to assign the Lease or sublet all or any portion of the leased Premises to the following: (a) any entity resulting from a merger or consolidation with Tenant; (b) any entity succeeding to the business and assets of Tenant; (c) any subsidiary or affiliate of Tenant; (d) any entity which is part of or affiliated with Learning Tree International Inc. Without in any way limiting Landlord’s right to refuse its consent for other serious reasons and notwithstanding any Laws to the contrary, Landlord’s refusal of consent shall be deemed to be for a serious reason in respect of an assignment, sublease, use or other transfer if:

 

(a)

Landlord is not satisfied with the creditworthiness, reputation or business of the proposed assignee or subtenant; or

 

(b)

the assignee, subtenant or user proposed by Tenant is then a tenant of the Building and Landlord has or will have during the next 6 months suitable space for rent in the Building; or

 

(c)

the proposed assignee, subtenant or user intends to use the Premises to carry on a business which could breach an exclusivity clause granted by Landlord.

 

13.2 Other Conditions

 

Landlord shall not be obliged to consider any request for such consent or deliver such consent unless and until Tenant shall have complied with the following:

 

(a)

Tenant shall have received a bona fide third party written offer from a potential assignee, subtenant or user;

 

(b)

Tenant shall have provided to Landlord a true copy of such offer and adequate information to enable Landlord to assess the creditworthiness, reputation and business of the proposed assignee, subtenant or user;

 

(c)

Tenant shall first offer to assign its rights in the Lease or to sublet the Premises, as the case may be, to Landlord, on the same terms and conditions as provided in the Lease with the exception of this Article 13 and of any provisions of law requiring consent to any further sublease or assignment by Landlord, which shall not apply; and

 

(d)

the proposed assignee, subtenant or user shall have agreed in writing with Landlord (and in a form acceptable to Landlord) to observe and perform all the obligations of Tenant under this Lease in respect of the Premises or the part thereof which Tenant wishes to sublet, assign or use.

 

Landlord shall have a period of 10 days after having received the Notice and all necessary information in which to: ((i) accept the offer of assignment or subletting by Tenant mentioned in Section 13.2 (c); or (ii) consent or not consent to the proposed assignment, sublease or use by a third party. If Landlord has consented to the proposed sublease, assignment or use by a third party, Tenant shall then have a period of 60 days thereafter in which to enter into a sublease, assignment or use

 

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agreement with the proposed subtenant, assignee or user which agreement shall have been approved by Landlord prior to execution; and in the event that Tenant does not assign its rights in the Lease, sublet or permit the use of the Premises or any part thereof within such 60 day period hereinabove mentioned, Landlord’s consent shall be deemed null and void, and in such case Tenant shall not be permitted to assign, sublet or permit the use of the Premises by a third party without again complying with all and each of the provisions of this Article 13.

 

Notwithstanding any assignment, sublet or other transfer of the Premises, Tenant shall remain jointly and severally liable with the assignee, subtenant, transferee or user for the performance of all of the terms, obligations and conditions of the Lease and shall not be released from performing any of same, except that in case of an assignment to the Landlord, the Tenant’s liability shall cease on the effective date of the assig