EX-10.37 Lease of Office Space



 





July 18, 2006




OMERS Realty Corporation

CPP Investment Board Real Estate Holdings Inc.




- AND -




The Ultimate Software Group of Canada, Inc.

WaterPark Place

20 Bay St., Suite No. 1440,

Toronto, ON




 





LEASE OF OFFICE SPACE




 





 









 





LEASE OF OFFICE SPACE




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page No.	 
	ARTICLE 1.00 DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	1.01
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2.00 GRANT OF LEASE	 	 	2	 
	 
	 	 	 	 	 	 
	2.01
	 	Grant	 	 	2	 
	2.02
	 	Quiet Enjoyment	 	 	2	 
	2.03
	 	Covenants of Landlord and Tenant	 	 	2	 
	2.04
	 	Net Lease	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 3.00 TERM AND POSSESSION	 	 	3	 
	 
	 	 	 	 	 	 
	3.01
	 	Term	 	 	3	 
	3.02
	 	Early Occupancy	 	 	3	 
	3.03
	 	Delayed Possession	 	 	3	 
	3.04
	 	Acceptance of Premises	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE 4.00 RENT OPERATING COSTS AND TAXES	 	 	3	 
	 
	 	 	 	 	 	 
	4.01
	 	Annual Rent	 	 	3	 
	4.02
	 	Operating Costs, Taxes and Utilities	 	 	3	 
	4.03
	 	Rental Taxes	 	 	3	 
	4.04
	 	Other Charges	 	 	4	 
	4.05
	 	Payment of Rent — General	 	 	4	 
	4.06
	 	Rent — Adjustment	 	 	4	 
	4.07
	 	Payment — Operating Costs and Taxes	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE 5.00 USE OF PREMISES	 	 	5	 
	 
	 	 	 	 	 	 
	5.01
	 	Use	 	 	5	 
	5.02
	 	Compliance with Laws	 	 	5	 
	5.03
	 	Abandonment	 	 	5	 
	5.04
	 	Nuisance	 	 	5	 
	5.05
	 	Extraordinary Installations	 	 	5	 
	5.06
	 	Jeopardy of Insurance	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 6.00 SERVICES,
MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD	 	 	6	 
	 
	 	 	 	 	 	 
	6.01
	 	Operation of Building	 	 	6	 
	6.02
	 	Services to Premises	 	 	6	 
	6.03
	 	Building Services	 	 	6	 
	6.04
	 	Maintenance, Repair and Replacement	 	 	6	 
	6.05
	 	Additional Services	 	 	7	 
	6.06
	 	Alterations by Landlord	 	 	7	 
	6.07
	 	Access by Landlord	 	 	8	 
	6.08
	 	Energy, Conservation, Safety and Security Policies	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE 7.00 MAINTENANCE, REPAIR,
ALTERATIONS AND IMPROVEMENTS BY TENANT	 	 	8	 
	 
	 	 	 	 	 	 
	7.01
	 	Condition of Premises	 	 	8	 
	7.02
	 	Failure to Maintain Premises	 	 	8	 
	7.03
	 	Alterations by Tenant	 	 	8	 






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	 	 	 	 	Page No.	 
	7.04  
	 	Telephone and Computer Systems	 	 	10	 
	7.05  
	 	Liens	 	 	11	 
	7.06  
	 	Signs	 	 	11	 
	7.07  
	 	Removal of Leasehold Improvements
— Expiration or Termination of Term	 	 	11	 
	   
	 	 	 	 	 	 
	ARTICLE 8.00 TAXES	 	 	11	 
	   
	 	 	 	 	 	 
	8.01  
	 	Landlord’s Taxes	 	 	11	 
	8.02  
	 	Tenant’s Taxes	 	 	11	 
	8.03  
	 	Right to Contest	 	 	12	 
	   
	 	 	 	 	 	 
	ARTICLE 9.00 INSURANCE	 	 	12	 
	   
	 	 	 	 	 	 
	9.01  
	 	Landlord’s Insurance	 	 	12	 
	9.02  
	 	Tenant’s Insurance	 	 	12	 
	9.03  
	 	Tenant’s Failure To Insure	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 10.00 INDEMNIFICATIONS
AND RELEASES	 	 	13	 
	 
	 	 	 	 	 	 
	10.01
	 	Indemnity by Landlord	 	 	13	 
	10.02
	 	Release of Landlord	 	 	13	 
	10.03
	 	Indemnity of Tenant	 	 	13	 
	10.04
	 	Release of Tenant	 	 	13	 
	10.05
	 	Mortgagees and Property Managers	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE 11.00 ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS	 	 	14	 
	 
	 	 	 	 	 	 
	11.01
	 	Transfer	 	 	14	 
	11.02
	 	Landlord’s Consent	 	 	14	 
	11.03
	 	Public Corporations	 	 	15	 
	11.04
	 	Landlord’s Termination Right	 	 	15	 
	11.05
	 	Acceptance of Rent	 	 	15	 
	11.06
	 	Conditions of Consent	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE 12.00 SURRENDER	 	 	16	 
	 
	 	 	 	 	 	 
	12.01
	 	Possession	 	 	16	 
	12.02
	 	Merger	 	 	16	 
	12.03
	 	Payments After Termination	 	 	16	 
	12.04
	 	Survival of Obligations	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 13.00 HOLDING OVER	 	 	17	 
	 
	 	 	 	 	 	 
	13.01
	 	Month-to-Month Tenancy	 	 	17	 
	13.02
	 	General	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 14.00 RULES AND REGULATIONS	 	 	17	 
	 
	 	 	 	 	 	 
	14.01
	 	Purpose	 	 	17	 
	14.02
	 	Observance	 	 	17	 
	14.03
	 	Modification	 	 	17	 
	14.04
	 	Non-Compliance	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 15.00 EXPROPRIATION	 	 	17	 
	 
	 	 	 	 	 	 
	15.01
	 	Expropriation	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 16.00 DAMAGE BY FIRE OR OTHER CASUALTY	 	 	18	 
	 
	 	 	 	 	 	 
	16.01
	 	Limited Damage to Premises	 	 	18	 
	16.02
	 	Major Damage to Premises	 	 	18	 
	16.03
	 	Abatement	 	 	18	 
	16.04
	 	Major Damage to Building	 	 	18	 
	16.05
	 	Limitation on Landlord’s Liability	 	 	18	 






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	 	 	 	 	Page No.	 
	ARTICLE 17.00 TRANSFERS BY LANDLORD	 	 	19	 
	 
	 	 	 	 	 	 
	17.01
	 	Sale, Conveyance and Assignment	 	 	19	 
	17.02
	 	Effect of Sale, Conveyance or Assignment	 	 	19	 
	17.03
	 	Subordination	 	 	19	 
	17.04
	 	Attornment	 	 	19	 
	17.05
	 	Effect of Attornment	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 18.00 NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION	 	 	19	 
	 
	 	 	 	 	 	 
	18.01
	 	Notices	 	 	19	 
	18.02
	 	Acknowledgements	 	 	20	 
	18.03
	 	Authorities of Action	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 19.00 DEFAULT	 	 	20	 
	 
	 	 	 	 	 	 
	19.01
	 	Interest and Costs	 	 	20	 
	19.02
	 	Right of Landlord to Perform Covenants	 	 	20	 
	19.03
	 	Events of Default	 	 	21	 
	19.04
	 	Waiver of Exemption and Redemption	 	 	21	 
	19.05
	 	Payments	 	 	22	 
	19.06
	 	Remedies Cumulative	 	 	22	 
	19.07
	 	Collateral Rights	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 20.00 MISCELLANEOUS	 	 	22	 
	 
	 	 	 	 	 	 
	20.01
	 	Relationship of Parties	 	 	22	 
	20.02
	 	Consent Not Unreasonably Withheld	 	 	22	 
	20.03
	 	Name of Building	 	 	23	 
	20.04
	 	Applicable Law and Construction	 	 	23	 
	20.05
	 	Entire Agreement	 	 	23	 
	20.06
	 	Registration	 	 	23	 
	20.07
	 	Amendment or Modification	 	 	23	 
	20.08
	 	Construed Covenants and Severability	 	 	23	 
	20.09
	 	Planning Act	 	 	23	 
	20.10
	 	No Implied Surrender or Waiver	 	 	23	 
	20.11
	 	Application of Payments	 	 	24	 
	20.12
	 	Successors Bound	 	 	24	 
	20.13
	 	Liability of Landlord	 	 	24	 
	20.14
	 	Force Majeure	 	 	24	 
	 
	 	 	 	 	 	 
	SCHEDULES
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SCHEDULE A
	 	 	 	 	 	 
	SCHEDULE B
	 	 	 	 	 	 
	SCHEDULE C
	 	 	 	 	 	 
	SCHEDULE D
	 	 	 	 	 	 







 









 






LEASE OF OFFICE SPACE




DATE: August 22, 2006




BETWEEN:




OMERS Realty Corporation

CPP Investment Board Real Estate Holdings Inc.




(“Landlord”)




AND




The Ultimate Software Group of Canada, Inc.




(“Tenant”)




PREMISES: WaterPark Place, 20 Bay St., Suite No. 1440, Toronto, ON M5J 2N8



LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby agree as follows:




ARTICLE 1.00 DEFINITIONS




1.01 Definitions





In this Lease.




	 	(a)	 	“Annual Rent” means in respect of the following period(s), the following annual
amount(s), monthly installment(s) and annual rates calculated on the basis of the
Square Feet in the Premises:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Annual	 	Monthly	 	Annual Square
	Period	 	Amount	 	Installment	 	Foot Rate
	For Lease Years 1 to 3

	 	$	42,769.00	 	 	$	3,564.08	 	 	$19.00	 







	 	(b)	 	“Article” means an article of this Lease.
	 
	 	(c)	 	“Commencement Date” means the first day of the Term.
	 
	 	(d)	 	“Fiscal Year” means the period ending on December 31st (all or part of which
falls within the Term) or such other period from time to time determined by Landlord.
	 
	 	(e)	 	“Lease” means this lease, Schedules A, B, C and, if applicable, D to this
Lease, and every properly executed instrument which by its terms amends, modifies or
supplements this Lease.
	 
	 	(f)	 	“Leasehold Improvements” means the alterations, fixtures and improvements in or
serving the Premises made from time to time by or on behalf of Tenant or any prior
occupant of the Premises with the exception only of furniture and equipment not in the
nature of fixtures.
	 
	 	(g)	 	“Operating Costs” means the amounts determined in accordance with section 2.02
of Schedule B.
	 
	 	(h)	 	“Other Charges” means amounts payable to Landlord under Article 4.04.





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	 	(i)	 	“Premises” means the area on the 14th floor of the Building shown hatched on
Schedule A and shall extend from the upper surface of the structural sub-floor to the
lower surface of the suspended ceiling within the boundaries of the Premises as
described in Section 3.00 of Schedule B.
	 
	 	(j)	 	“Prime” means the rate of interest per annum from time to time announced by
The Toronto Dominion Bank or its successors and reported to the Bank of Canada as its
prime rate for Canadian dollar loans.
	 
	 	(k)	 	“Rent” means the aggregate of all amounts payable by Tenant pursuant to any
provision of this Lease except under Article 4.03.
	 
	 	(1)	 	“Rental Taxes” means any tax or duty imposed upon either Landlord or Tenant
which is measured by or based in whole or in part directly upon the Rent payable under
this Lease or in respect of the rental or rental value of premises under this Lease
whether existing at the date hereof or hereafter imposed by any governmental authority
including, without limitation, goods and services taxes, value added tax, business
transfer tax, sales tax, federal sales tax, excise taxes or duties or any tax similar
to the foregoing.
	 
	 	(m)	 	“Rules and Regulations” means the rules and regulations from time to time made
by Landlord and consisting as of the Commencement Date of those listed in Schedule C.
	 
	 	(n)	 	“Square Feet in the Premises” means 2,251 square feet to be determined by
Landlord in accordance with Section 3.00 of Schedule B.
	 
	 	(o)	 	“Tenant’s Proportionate Share” means the amount determined in accordance with
section 2.01(c) of Schedule B.
	 
	 	(p)	 	“Term” means the period of time set out in Article 3.01.





ARTICLE 2.00 GRANT OF LEASE





	2.01	 	Grant
	 
	 	 	Landlord hereby demises and leases the Premises to Tenant, and Tenant, subject to
Landlord’s Work, hereby leases and accepts the Premises from Landlord, in a “then as is”
condition, to have and to hold during the Term, subject to the terms and conditions of this
Lease. Landlord hereby grants to Tenant a non-exclusive licence throughout the Term subject
to control of Landlord and to Landlord’s right to alter them in accordance with this Lease
to use those parts of the Common Areas providing access to or, in the case of the area
above the suspended ceiling to the lower surface of the structural ceiling, servicing the
Premises.
	 
	2.02	 	Quiet Enjoyment
	 
	 	 	If Tenant pays Rent, fully performs all its obligations under this Lease and there has been
no default, Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for
the Term without interruption or interference by Landlord or any person claiming through
Landlord.
	 
	2.03	 	Covenants of Landlord and Tenant
	 
	 	 	Landlord covenants to observe and perform all of the terms and conditions to be observed
and performed by Landlord under this Lease. Tenant covenants to pay the Rent when due under
this Lease and to observe and perform all of the terms and conditions to be observed and
performed by Tenant under this Lease.
	 
	2.04	 	Net Lease
	 
	 	 	Tenant acknowledges and agrees that it is intended that the Lease and the Rent payable
hereunder are completely net and carefree to Landlord.





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ARTICLE 3.00 TERM AND POSSESSION





	3.01	 	Term
	 
	 	 	Notwithstanding Articles 3.02 and 3.03, the Term of this Lease shall be three (3) years
beginning on the 1st of October, 2006 and ending on the last day of the month of September,
2009, unless terminated earlier as provided in this Lease.
	 
	3.02	 	Early Occupancy
	 
	 	 	Intentionally deleted.
	 
	3.03	 	Delayed Possession
	 
	 	 	If Landlord is for any reason delayed in delivering possession of the Premises to Tenant on
the Commencement Date, then Tenant shall take possession of the Premises on the date when
Landlord delivers possession thereof, which date shall be conclusively established by
Landlord by notice to Tenant. This Lease shall not be void or voidable nor shall Landlord
be liable to Tenant for any loss or damage resulting from any delay in delivering
possession of the Premises to Tenant. If such delay is not principally caused by or
attributable to Tenant, no Rent shall be payable by Tenant for the period prior to the date
on which Landlord can so deliver possession of the Premises. If Landlord is for any reason
delayed in delivering only part of the Premises, the provisions of this Article shall
apply, making necessary changes, to such part.
	 
	 	 	Notwithstanding the above, the Commencement Date shall be extended by one day for every one
day of delay but in any event the Commencement Date shall be no later than November 1,
2006. If the delay extends beyond November 1, 2006, then Tenant, at its sole option, shall
have the right to terminate this lease.
	 
	3.04	 	Acceptance of Premises
	 
	 	 	Taking possession of all or any part of the Premises by Tenant shall be conclusive evidence
as against Tenant that the Premises or such part thereof are in satisfactory condition.





ARTICLE 4.00 RENT, OPERATING COSTS AND TAXES





	4.01	 	Annual Rent
	 
	 	 	Tenant shall pay to Landlord as Annual Rent the amount(s) set out in Article 1.01(a),
payable in advance and without notice in monthly installments as set out in Article
1.01(a), on the Commencement Date and on the first day of each calendar month thereafter
during the Term.
	 
	4.02	 	Operating Costs, Taxes and Utilities
	 
	 	 	Tenant shall pay to Landlord, at the times and in the manner provided in Article 4.07,
Taxes, utilities and Tenant’s Proportionate Share of Operating Costs all as determined
under this Lease including Schedule B.
	 
	4.03	 	Rental Taxes
	 
	 	 	Tenant shall pay to Landlord all Rental Taxes applicable from time to time. Landlord shall
calculate the amount of Rental Taxes payable by Tenant in accordance with the applicable
legislation and Tenant shall pay such amount together with monthly installments of Rent. The
amount payable by Tenant under this Article 4.03 shall be deemed not to be Rent for the
purpose of such calculation but in the event of a failure by Tenant to pay under this
Article 4.03, Landlord shall have the same rights and remedies as it has in the event of
default by Tenant in the payment of Rent.





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	4.04	 	Other Charges
	 
	 	 	Tenant shall pay to Landlord, at the times and in the manner provided in this Lease or, if
not so provided, upon demand by Landlord, all amounts (other than those payable under
Articles 4.01, 4.02, and 4.03) that are payable by Tenant under this Lease.
	 
	4.05	 	Payment of Rent — General
	 
	 	 	All amounts payable by Tenant under this Lease, except that payable under Article 4.03,
shall be deemed to be Rent and shall be payable and recoverable as Rent in the manner
herein provided, and Landlord shall have all rights against Tenant for default in any such
payment as in the case of arrears of Rent. Tenant shall pay to Landlord Rent, in legal
tender of the jurisdiction in which the Building is located, without deduction or set-off,
as a covenant independent of all other covenants of Landlord or Tenant in this Lease. At
Landlord’s request, Tenant will make all payments under this Lease by way of electronic
funds transfer from Tenant’s bank account and will execute and deliver either concurrently
with this Lease or from time to time within three (3) business days following request
therefor, such documentation as may be required by Landlord and its bank in order to effect
all payments under this Lease by electronic funds transfer. Tenant’s obligation to pay Rent
shall survive the expiration or earlier termination of this Lease.
	 
	4.06	 	Rent — Adjustment
	 
	 	 	If the Term begins on a day other than the first day of a calendar month or ends on a day
other than the last day of a calendar month, the Rent payable for such month shall be
prorated on a per diem basis using a three hundred and sixty five (365) day period.
	 
	4.07	 	Payment — Operating Costs and Taxes






	 	(a)	 	Prior to the Commencement Date and the beginning of each Fiscal Year
thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Taxes
and Tenant’s Proportionate Share of Operating Costs for the appropriate Fiscal Year and
without further notice Tenant shall pay to Landlord in monthly installments one-twelfth
(1/12th) of such estimate simultaneously with Tenant’s payments of Annual Rent.
	 
	 	(b)	 	Landlord shall deliver to Tenant within one hundred twenty (120) days after the
end of each Fiscal Year a written statement (the “Statement”) setting out in reasonable
detail the amount of Operating Costs and Taxes for such Fiscal Year and certified by a
representative of Landlord. If the amount of Taxes and Tenant’s Proportionate Share of
Operating Costs actually paid by Tenant to Landlord during such Fiscal Year differs
from the amount of Taxes and Tenant’s Proportionate Share of Operating Costs payable
for such Fiscal Year, Tenant shall pay such difference or Landlord shall credit
Tenant’s account (as the case may be), without interest within thirty (30) days after
the date of delivery of the Statement. Failure of Landlord to render any statement
under this section shall not prejudice Landlord’s right to render such Statement
thereafter or with respect to any other period, or relieve Tenant from its obligations
hereunder.
	 
	 	(c)	 	If Tenant disputes the accuracy of any Statement, Tenant shall nevertheless
make payment in accordance with the Statement, but the disagreement shall be referred
by Landlord for prompt decision to an independent professional consultant, acceptable
to Tenant acting reasonably, who is qualified by education and experience to make such
decision and who shall be deemed to be acting as an expert and not an arbitrator. The
consultant’s signed determination shall be final and binding on both Landlord and
Tenant. Any adjustment required to any previous payment made by Tenant or Landlord by
reason of any such determination shall be made within fourteen (14) days thereof, and
the party required to pay such adjustment shall bear all costs of the consultant,
except that if the amount to be paid is three percent (3%) or less of the amount in
dispute, Tenant shall pay all such costs.
	 
	 	(d)	 	Tenant may only dispute a Statement and claim a re-adjustment by notice given
to Landlord within six (6) months after the date of delivery of the Statement to
Tenant.




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ARTICLE 5.00 USE OF PREMISES





	5.01	 	Use
	 
	 	 	The Premises shall be actively, diligently and continuously used and occupied as a business
office for the business of information technology services as initially conducted in the
Premises. Tenant shall operate the business office in a first-class, reputable manner
befitting the reputation and image of the Building.
	 
	5.02	 	Compliance with Laws
	 
	 	 	Tenant shall use and occupy and shall cause the Premises to be used and occupied in a safe,
careful and proper manner so as not to contravene any present or future governmental or
quasi-governmental laws in force or regulations or orders, including without limitation all
applicable environmental laws, regulations or orders. If due primarily to Tenant’s use or
occupancy of the Premises, improvements are necessary to comply with any of the foregoing
or with the requirements of insurance carriers, Tenant shall pay to Landlord the entire
cost thereof. Tenant will immediately advise Landlord in writing of (i) any and all
governmental or regulatory notices, orders and/or actions instituted, completed, or
threatened affecting the Premises; and (ii) all claims made or threatened by any third
party against Tenant, Landlord or the Premises arising out of Tenant’s use or occupancy of
the Premises and the Land.
	 
	5.03	 	Abandonment
	 
	 	 	Tenant shall not vacate or abandon the Premises.
	 
	5.04	 	Nuisance
	 
	 	 	Tenant shall not cause or maintain any nuisance in or about the Premises, and shall keep the
Premises free of debris or anything kept in a manner which attracts rodents, vermin and
anything of a dangerous, noxious or offensive nature or which could create a fire hazard
(through undue load on electrical circuits or otherwise) or undue vibration, heat or noise.
	 
	5.05	 	Extraordinary Installations
	 
	 	 	Tenant shall not install anything that might affect the integrity or capacity of either the
structure or the systems of the Building.
	 
	5.06	 	Jeopardy of Insurance
	 
	 	 	Tenant shall neither do nor omit to do anything that might result in any increase in the
premiums for insurance maintained by Landlord in respect of the Building or which might
result in the actual or threatened reduction or cancellation of or material adverse change
in such insurance. If the premiums for such insurance are increased as a result of the use
or occupancy of the Premises or any article kept on the Premises or any act or omission of
Tenant or any person for whom Tenant is in law responsible or any subtenant of the Premises,
or if any such insurance is actually, or threatened to be, either cancelled, reduced or
materially adversely changed by an insurer by reason of the use or occupancy of the
Premises, and if Tenant fails to remedy the condition or the use or occupancy giving rise to
such actual or threatened cancellation, reduction or change within forty-eight (48) hours
after notice thereof, Landlord may, without limiting its other remedies for the default,
either:






	 	(a)	 	re-enter and take possession of the Premises forthwith upon notice by Landlord
to Tenant of its intention to do so; or
	 
	 	(b)	 	enter upon the Premises and remedy the condition, use or occupancy giving rise
to such actual or threatened cancellation, reduction or change, and Tenant shall pay to
Landlord its cost of doing so forthwith on demand. No such entry by Landlord shall be
deemed a re-entry or a breach of Article 2.02 and Landlord shall not be liable for any
damage to either the Premises or any property located on the Premises as a result of
such entry.





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ARTICLE 6.00 SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD





	6.01	 	Operation of Building
	 
	 	 	Subject to Tenant performing its obligations under this Lease, Landlord shall operate and
maintain the Building in accordance with all applicable laws and regulations and with
standards from time to time prevailing for similar office buildings in the area in which
the Building is located, subject, however, to the limitations occasioned by the design and
age of the Building and the capacity of its systems and shall provide the services set out
in Articles 6.02, 6.03 and 6.04, subject to such limitations, and shall be entitled to make
the alterations set out in Article 6.06. Landlord’s costs associated with this Article 6.00
that are properly includable in Operating Costs shall be included.
	 
	6.02	 	Services to Premises
	 
	 	 	Landlord shall provide in the Premises:






	 	(a)	 	heat, ventilation and cooling as required for the comfortable use and occupancy
of the Premises during Normal Business Hours;
	 
	 	(b)	 	janitor services, as reasonably required to keep the Premises in a clean and
tidy condition, provided that Tenant shall leave the Premises in a reasonably tidy
condition at the end of each business day;
	 
	 	(c)	 	electric power for lighting and small business office equipment (but not
lighting or equipment using amounts of power disproportionate to that used by typical
office tenants); and
	 
	 	(d)	 	replacement of the standard fluorescent tubes, light bulbs and ballasts used in
the Building as required from time to time as a result of normal usage.






	6.03	 	Building Services
	 
	 	 	Landlord shall provide in the Building:






	 	(a)	 	domestic running water and necessary supplies in washrooms sufficient for the
normal use thereof by occupants in the Building;
	 
	 	(b)	 	elevator or escalator service if included in the Building;
	 
	 	(c)	 	heat, ventilation, cooling, lighting, electric power, domestic running water,
and janitor service in those areas of the Building from time to time designated by
Landlord for use during Normal Business Hours by Tenant in common with all tenants and
other persons in the Building but under the exclusive control of Landlord;
	 
	 	(d)	 	a general directory board on which Tenant shall be entitled to have its name
shown, provided that Landlord shall have exclusive control thereof and of the space
thereon to be allocated to each tenant; and
	 
	 	(e)	 	maintenance, repair, and replacement as set out in Article 6.04.






	6.04	 	Maintenance, Repair and Replacement
	 
	 	 	Landlord shall operate, maintain, repair and replace the systems, facilities and equipment
necessary for the provision of services of Landlord under Articles 6.02 and 6.03 and shall
maintain and repair the foundations, structure and roof of the Building and repair damage
to the Building which Landlord is obligated to insure against under Article 9.00, provided
that:





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	 	(a)	 	if all or part of such systems, facilities and equipment require maintenance or
inspections or are destroyed, damaged or impaired, Landlord shall have a reasonable
time in which to complete the necessary repair or replacement, and during the period of
repair or replacement shall only be required to maintain such services as are
reasonably possible in the circumstances;
	 
	 	(b)	 	Landlord shall use reasonable diligence in carrying out its obligations under
this Article 6.04, but shall not be liable in any circumstances for any direct,
indirect or consequential damages to Tenant or any other person or property for any
failure to do so;
	 
	 	(c)	 	no reduction or discontinuance of such services or loss of use of the Premises
shall be construed as an eviction of Tenant or (except as specifically provided in this
Lease) release Tenant from any obligation under this Lease; and
	 
	 	(d)	 	nothing contained herein shall derogate from the provisions of Article 16.00.






	6.05	 	Additional Services






	 	(a)	 	If from time to time requested in writing by Tenant and to the extent that
Landlord is reasonably able to do so, Landlord may elect to provide in the Premises
services in addition to those set out in Article 6.02, provided that Tenant shall
within ten (10) days of receipt of any invoices for any such additional service pay
Landlord therefor at such reasonable rates as Landlord may from time to time establish.
	 
	 	(b)	 	Tenant shall not without Landlord’s written consent install in the Premises
equipment which generates sufficient heat to affect the temperature otherwise
maintained in the Premises by the air conditioning system as normally operated.
Landlord may install supplementary air conditioning units, facilities or services in
the Premises, or modify its air conditioning system, as may in Landlord’s reasonable
opinion be required to maintain proper temperature levels, and Tenant shall pay
Landlord within ten (10) days of receipt of any invoice for the cost thereof, including
installation, operation and maintenance expense plus fifteen percent (15%) of such
costs for overhead.
	 
	 	(c)	 	If Landlord shall from time to time reasonably determine that the use of
electricity or any other utility or service in the Premises is disproportionate to the
use of other typical office tenants, Landlord may separately charge Tenant for the
excess costs attributable to such disproportionate use calculated on a reasonable
basis.
	 
	 	(d)	 	Landlord may install and maintain at Tenant’s expense, metering devices for
measuring the use of any utility or service in the Premises. Tenant shall pay Landlord
within ten (10) days of receipt of any invoice for the cost of installation and
maintenance of such device plus fifteen percent (15%) of such cost on account of
Landlord’s overhead.






	6.06	 	Alterations by Landlord
	 
	 	 	Landlord may from time to time:






	 	(a)	 	make repairs, replacements, changes or additions to the structure, systems,
facilities and equipment in the Building (including the Premises) where necessary to
serve the Premises or other parts of the Building;
	 
	 	(b)	 	make changes in or additions to any part of the Building not in or forming part of the
Premises;
	 
	 	(c)	 	terminate or amend Tenant’s right of use of any of the Common Areas or
eliminate or change the location and size of any of the Common Areas or their
facilities;
	 
	 	(d)	 	retain contractors and employ all personnel, including supervisory personnel
and managers, that Landlord considers necessary for the effective maintenance, repair,
operation, management and control of the Building; and





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	 	(e)	 	do and perform such other acts in and to the Building or any of its
component parts as Landlord considers reasonable for the proper and efficient
maintenance, repair, operation, management and control of the Building,






	 	 	provided that in the course of Landlord’s exercise of its rights hereunder, Landlord shall
be deemed not to have re-entered the Premises nor to have breached Article 2.02. Landlord
shall perform all of its work as expeditiously as is reasonably possible so as to interfere
as little as is reasonably possible with Tenant’s use of the Premises.
	 
	6.07	 	Access by Landlord
	 
	 	 	Tenant shall permit Landlord, its agents and consultants to enter the Premises outside
Normal Business Hours, and during Normal Business Hours if such entry is necessitated by an
emergency or will not unreasonably disturb or interfere with Tenant’s use of the Premises,
to inspect, to provide services or make repairs, replacements, changes or alterations as
set out in this Lease, to take such steps as Landlord may deem necessary for the safety,
improvement or preservation of the Premises or the Building, to remedy any nuisance in the
Premises, to show the Premises to mortgagees, prospective mortgagees, purchasers, and
prospective purchasers and, during the last eighteen (18) months of the Term, to
prospective tenants. Landlord shall whenever possible consult with Tenant prior to such
entry, but no such entry shall constitute a re-entry by Landlord or an eviction or entitle
Tenant to any abatement of Rent.
	 
	6.08	 	Energy, Conservation, Safety and Security Policies
	 
	 	 	Landlord shall be deemed to have observed and performed the terms and conditions to be
performed by Landlord under this Lease, including those relating to the provision of
utilities and services, if in so doing it acts in accordance with any directive, policy or
request of any governmental or quasi-governmental authority in respect of any energy,
conservation, safety or security matter. Tenant shall at the request of Landlord comply
with any such directive, policy or request.





ARTICLE 7.00 MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT





	7.01	 	Condition of Premises
	 
	 	 	Except to the extent that Landlord is specifically responsible therefor under this Lease,
Tenant shall maintain and repair the Premises and all Leasehold Improvements therein and
keep them in good order and condition, including:






	 	(a)	 	repainting and redecorating the Premises and cleaning window coverings and
carpets in each case at reasonable intervals; and
	 
	 	(b)	 	making repairs, replacements and alterations as needed, including those
necessary to comply with the requirements of any governmental or quasi-governmental
authority having jurisdiction.






	7.02	 	Failure to Maintain Premises
	 
	 	 	If Tenant fails to perform any obligation under Article 7.01, then on not less than ten
(10) days notice to Tenant Landlord may enter the Premises and perform such obligation
without liability to Tenant for any loss or damage to Tenant thereby incurred, and Tenant
shall pay Landlord the cost thereof plus twenty percent (20%) of such cost for overhead and
supervision, within ten (10) days of its receipt of Landlord’s invoice therefor.
	 
	7.03	 	Alterations by Tenant
	 
	 	 	Tenant may from time to time at its own expense install Leasehold Improvements and alter
existing Leasehold Improvements (the “Tenant’s Work”) provided that:





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	 	(a)	 	the Tenant’s Work shall not commence without the prior written approval of Landlord,
which approval shall not be unreasonably withheld or delayed. Landlord acknowledges and agrees
that its written approval shall include a detailed list of those improvements, including those
improvements installed during the Early Occupancy Period, that Landlord will require Tenant to
remove at the end of the Term or earlier termination thereof (the “Removable Leasehold
Improvements”);
	 
	 	(b)	 	Tenant shall have furnished Landlord with two (2) complete sets of professionally prepared
working drawings (which shall include any architectural, structural, electrical, mechanical,
computer system wiring and telecommunication plans) of the proposed Tenant’s Work. Landlord
requires that Tenant retain Landlord’s base building mechanical, electrical and structural
engineering consultants to ensure compatibility of base building systems and the Tenant’s
Work. If Tenant uses other consultants for the preparation of Tenant’s working drawings, then
Landlord may elect to retain architects and engineers to review such working drawings for the
purpose of approving the proposed Tenant’s Work (it being understood that notwithstanding such
approval, Landlord shall have no responsibility with respect to the adequacy of such working
drawings). Tenant shall pay on demand to Landlord the costs for the examination of such
drawings by either Landlord or an outside consultant plus an amount equal to fifteen percent
(15%) of such costs for overhead;
	 
	 	(c)	 	In addition to any other payment contained in this Article, Tenant shall pay to Landlord, on
demand, a fee of eighty cents ($0.80) per square foot of the Square Feet in the Premises for
coordination services provided by Landlord during Tenant’s construction of its Tenant’s Work
which total cost of said Tenant’s Work exceeds ten thousand dollars ($10,000.00) in the
aggregate as proven by receipted invoices supplied to Landlord;
	 
	 	(d)	 	Landlord shall have approved, prior to commencement of the Tenant’s Work, the contractors and
subcontractors and their respective labour affiliations;
	 
	 	(e)	 	Tenant shall have provided prior to the commencement of the Tenant’s Work, performance and
payment bonds as well as proof of workers compensation, all risks, builders’ risk, and
contractors’ public liability and property damage insurance coverage, with Landlord and any
mortgagee, as required by Landlord to be named as additional insureds, in amounts with
insurers, and in form reasonably satisfactory to Landlord, which shall remain in effect during
the entire period in which the Tenant’s Work will be carried out;
	 
	 	(f)	 	Tenant will deliver a complete list identifying every contractor and sub-contractor,
accompanied by an up- to-date valid clearance certificate for each of them issued by the
appropriate worker compensation, safety and insurance authority, and Tenant will not use any
contractor or permit the use of any sub-contractor that is not identified on the list;
	 
	 	(g)	 	Tenant acknowledges that certain Tenant’s Work may require modification and interfacing with
the base building and its systems and structure. If any proposed Tenant’s Work could affect
the structure, the exterior walls or the systems of the Building, Landlord may require that
any such Tenant’s Work be performed by either Landlord or its contractors in which case Tenant
shall pay Landlord’s cost and fifteen percent (15%) thereof for overhead;
	 
	 	(h)	 	Tenant shall have provided to Landlord a copy of the contract for the Tenant’s Work and
evidence satisfactory to Landlord as to the existence of all necessary permits;
	 
	 	(i)	 	Tenant shall perform the Tenant’s Work or cause the Tenant’s Work to be performed: (i) in
accordance with any construction methods and procedures manual for the Building; (ii) in
accordance with the plans and specifications submitted to and approved by Landlord; (iii) in
accordance with any conditions, regulations, procedures or rules imposed by Landlord; (iv) in
compliance with all applicable laws (including occupational health and safety, and workplace
hazardous materials information system requirements and legislation); and (v) in a good and
workmanlike and expeditious manner using new materials;
	 
	 	(j)	 	Landlord may inspect construction as it proceeds (the onus being on Tenant to advise
Landlord whenever any phase has been completed so that an inspection can be made);





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	 	(k)	 	upon completion of the Tenant’s Work, Tenant shall provide Landlord with a
complete set of “as built” drawings for the Tenant’s Work; and
	 
	 	(l)	 	if Tenant fails to observe any of the requirements of this Article, Landlord
may require that construction stop and that the Premises be restored to their prior
condition failing which Landlord may do so and Tenant shall pay Landlord’s cost plus
fifteen percent (15%) thereof for overhead.






	 	 	Any increase in Operating Costs or Taxes attributable to such Tenant’s Work shall be
borne by Tenant.
	 
	7.04	 	Telephone and Computer Systems






	 	(a)	 	Tenant may utilize a telecommunication service provider of its choice, subject
to the provisions of this Lease, including but not limited to the following:






	 	(i)	 	the service provider shall execute and deliver Landlord’s standard
form of license agreement which shall include a provision for Landlord to receive
reasonable compensation for the use of the space for the service provider’s
equipment and materials;
	 
	 	(ii)	 	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,
and interruption or loss of telecommunication service;
	 
	 	(iii)	 	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; and
	 
	 	(iv)	 	if the service provider chosen by Tenant begins to provide service to
the Building as the result of the Tenant’s choosing the service provider, Tenant
shall indemnify and hold harmless Landlord for all losses, claims, demands,
expenses, and judgements against Landlord caused by or arising out of, either
directly or indirectly, any acts or omissions by the service provider, its
contractors and those for whom they are responsible at law..






	 	(b)	 	As part of the Tenant’s Work, Tenant shall be responsible for the costs
associated with the supply and installation of telephone, computer and other
communications 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
communications equipment and systems of a telephone or other communications service
provider,
	 
	 	(c)	 	Landlord shall supply space in risers in the Building and space on the floor(s)
of the Building in which the Premises are located, the location of which shall be
designated by Landlord in its sole 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 therefor, of permitting installation in such
risers and on such floor(s) of telephone and other communications services and systems
(including data cable patch panels) to the Premises at a point designated by Landlord.
	 
	 	(d)	 	Landlord shall have the right to assume control of the cables and other
telecommunication equipment in the Building and may designate them as part of the
Common Areas.
	 
	 	(e)	 	Tenant releases Landlord from all claims for loss or damage which it might
suffer as the result of any interruption of telecommunication service regardless of how
it occurs and regardless of negligence on the part of Landlord, any contractor of
Landlord, and any person for whom they are responsible at law, and Tenant will
indemnify Landlord against all claims by third parties related to interruption of
telecommunication services with Tenant, or any other occupant of the Premises,
regardless of how caused and regardless of negligence on the part of the Landlord, its
contractors and those for whom they are responsible at law.





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	 	(f)	 	If required by Landlord, Tenant will change its service provider if
the license agreement referred to above is terminated or expires without being
renewed. Landlord has no obligation to ensure continuation of service by Tenant’s
service provider.






	7.05	 	Liens
	 
	 	 	Tenant shall pay before delinquency all costs for work done in the Premises which could
result in any lien or encumbrance on the Land or Building, shall keep the title to the Land
and the Building free and clear of any lien or encumbrance and shall indemnify and hold
harmless Landlord from and against any claim, loss, cost, demand and legal or other
expense, whether in respect of any lien or otherwise, arising from the supply of material,
services or labour for such work or otherwise. Tenant shall immediately notify Landlord of
any such lien or encumbrance of which it has or reasonably should have knowledge, and shall
cause the same to be removed or vacated within five (5) days failing which Landlord may
take such action as Landlord deems necessary to remove or vacate the same and Tenant shall
pay to Landlord on demand the entire cost thereof plus an administration fee of fifteen
percent (15%) of such cost. Tenant shall not mortgage, charge, grant a security interest in
or otherwise encumber any Leasehold Improvements.
	 
	7.06	 	Signs
	 
	 	 	Any sign, lettering or design in the Premises that is visible from the exterior of the
Premises shall be subject to approval by Landlord, and shall conform to the uniform pattern
of identification signs for tenants in the Building as prescribed by Landlord. Tenant shall
not inscribe or affix any sign, lettering or design which is visible from the exterior of
the Building.
	 
	7.07	 	Removal of Leasehold Improvements — Expiration or Termination of Term
	 
	 	 	Subject as hereinafter provided, immediately prior to the expiration of the Term, or
immediately following the termination thereof, Tenant shall remove all Removable Leasehold
Improvements, as defined in Section 7.03 of this Lease; trade fixtures; personal property;
and any signs and repair any damage to the Building or the Premises occasioned by such
installation and removal. Landlord may, by notice given prior to the expiration of the Term,
or immediately following the termination thereof, elect to remove some or all of the
Removable Leasehold Improvements and Tenant shall pay Landlord’s cost on account thereof
plus an administration fee of fifteen percent (15%) of the cost. Upon the expiration or
earlier termination of the Term, all trade fixtures, personal property and signs of Tenant
remaining in the Premises shall at the option of Landlord become its property, and may be
appropriated, sold, removed, destroyed or otherwise disposed of by Landlord without notice
or obligation to compensate Tenant or to account to Tenant, and Tenant shall pay to Landlord
on demand all costs incurred by Landlord in connection therewith, plus an administration fee
of fifteen percent (15%) of the costs.





ARTICLE 8.00 TAXES





	8.01	 	Landlord’s Taxes
	 
	 	 	Landlord shall pay before delinquency (subject to Tenant’s obligation to pay Operating
Costs and Taxes under Article 4.02) every real estate tax, assessment, licence fee and
other charge, excepting Tenant’s taxes under Article 8.02, which is imposed, levied,
assessed or charged by any governmental or quasi-governmental authority having jurisdiction
upon or on account of the Land or the Building.
	 
	8.02	 	Tenant’s Taxes
	 
	 	 	Tenant shall pay to the appropriate authority before delinquency every tax, assessment,
licence fee, excise and other charge, however described, which is imposed, levied, assessed
or charged by any governmental or quasi-governmental authority having jurisdiction upon or
on account of:






	 	(a)	 	operations at, occupancy of, or conduct of business in or from the Premises by
or with the permission of Tenant; and




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	 	(b)	 	Leasehold Improvements and all property in the Premises that is not owned by
Landlord.






	 	 	provided that if Landlord so elects by notice to Tenant, Tenant shall pay to Landlord any
amounts payable under this Article 8.02 in monthly installments and Landlord shall remit
such amounts to the appropriate authorities.
	 
	8.03	 	Right to Contest
	 
	 	 	Tenant shall not contest the validity or amount of any tax, assessment, licence fee, excise
fee and other charge payable under Article 8.01. Tenant shall have the right to contest the
validity or amount of any tax, assessment, licence fee, excise fee and other charge payable
under Article 8.02, provided that no contest by Tenant may involve the possibility of
forfeiture, sale or disturbance of Landlord’s interest in the Premises or result in any
increase in taxes paid by other tenants in the Building or taxes under Article 8.01 and
that upon the final determination of any contest by Tenant, Tenant shall immediately pay
the amount found to be due, together with any costs, penalties and interest. Tenant shall
indemnify Landlord for any costs, expenses, liabilities or damages, including without
limitation increases in taxes which are or may be suffered by Landlord directly or
indirectly as a result of such contest.





ARTICLE 9.00 INSURANCE





	9.01	 	Landlord’s Insurance
	 
	 	 	Landlord shall maintain (Landlord’s cost of compliance with this Article 9.01 being
included in Operating Costs) liability insurance, all risk property insurance, boiler and
pressure vessel insurance, and other insurance on the Building and all property and
interest of Landlord in the Building as determined by Landlord with coverage and in amounts
that are comparable to coverages typically maintained by the owners of similar buildings in
the vicinity of the Building.
	 
	9.02	 	Tenant’s Insurance
	 
	 	 	Tenant shall maintain:






	 	(a)	 	all risk property insurance in amounts sufficient to fully cover, on a
replacement cost basis without deduction for depreciation, all Leasehold Improvements
and all property, including without limitation Tenant’s inventory, furniture and
movable equipment, in the Premises which is not owned by Landlord;
	 
	 	(b)	 	if applicable, boiler and machinery insurance on a replacement cost basis to
cover Leasehold Improvements and all property in the Premises that is not owned by
Landlord;
	 
	 	(c)	 	liability insurance on an occurrence basis, against claims for bodily injury,
personal injury and property damage in or about the Premises, contractual liability,
tenant’s legal liability, non-owned automobile liability, and owner’s and contractors
protective liability, in amounts which are from time to time acceptable to a prudent
tenant in the community in which the Building is located, but not less than
$5,000,000.00 in respect of each occurrence. Landlord acknowledges that the
$5,000,000.00 per occurrence limit may be created through any combination of primary
and excess/umbrella insurance;
	 
	 	(d)	 	business interruption insurance including loss of profits; and
	 
	 	(e)	 	any other form of insurance, in such amounts and against such risks, as
Landlord may in its discretion require.






Policies for such insurance shall (i) be in a form, on terms and with an insurer approved by
Landlord, (ii) require at least thirty (30) days’ written notice to Landlord of termination
or material alteration during the Term, (iii) waive any right of subrogation against
Landlord and those for whom Landlord is at law responsible, (iv) contain a standard mortgage
clause as required by any mortgagee, (v) contain a provision that Tenant’s insurance is
primary, (vi) not call into contribution any other insurance available to Landlord, (vii)
contain a severability of



- Page 12 -









 






	 	 	interests clause and a cross-liability clause, where applicable and shall not
contain a co-insurance clause, and (viii) add Landlord and its mortgagees as additional
insureds. If requested by Landlord, Tenant shall from time to time promptly deliver to
Landlord certified copies or other evidence satisfactory to Landlord of such policies, and
evidence satisfactory to Landlord that all premiums thereon have been paid and the policies
are in full force and effect.
	 
	9.03	 	Tenant’s Failure To Insure
	 
	 	 	Should Tenant fail to maintain the insurance required in Article 9.02, in addition to its
rights under Article 19.03, Landlord may elect to obtain the required insurance. Tenant
shall upon demand pay to Landlord, as Rent, Landlord’s cost of obtaining such insurance.





ARTICLE 10.00 INDEMNIFICATIONS AND RELEASES





	10.01	 	Indemnity by Landlord
	 
	 	 	The Tenant indemnifies and holds harmless the Landlord, its directors, officers,
shareholders, employees and agents from any and all claims, demands, and costs for damage
and injury, including death, to the person or property of any person, firm or corporation,
(except for the Landlord and its employees) arising out of the Tenant’s use of or operations
in the Premises, including the Lands and Building, except where the damage or injury arises
out of the negligence of the Landlord, its directors, officers, employees and agents and
those for whom in law it is responsible.
	 
	10.02	 	Release of Landlord
	 
	 	 	The Tenant hereby releases the Landlord and its directors, officers, shareholders,
employees and agents from any and all liability for loss or claim, including all resulting
consequential and indirect losses, as a result of loss, damage or injury to the property
and persons of the Tenant and its employees, or as a result of damages or losses including
economic losses relating to damage to the Building or loss of access to the Premises, and
whether or not such loss or claim may have arisen out of the negligence of the Landlord or
those for whom the Landlord is in law responsible; and the Tenant agrees to indemnify and
hold harmless the Landlord and its directors, officers, shareholders, employees and agents
from any loss, cost, damage, expense, suit, action, and demand relating to such claim or
loss, including all resulting consequential and indirect losses including such losses
relating to suits, actions or claims of third party clients or customers of the Tenant.
	 
	10.03	 	Indemnity of Tenant
	 
	 	 	The Landlord indemnifies and holds harmless the Tenant, its directors, officers,
shareholders, employees, and agents from any and all claims, demands and costs for damage
and injury, including death, to the person or property of any person, firm or corporation,
(except for the Tenant and its employees) arising out of the Landlord’s operations in the
Lands and Building, except where the damage or injury arises out of the negligence of the
Tenant, its directors, officers, employees and those for whom in law it is responsible or
any other tenant or person in the Building.
	 
	10.04	 	Release of Tenant
	 
	 	 	The Landlord hereby releases the Tenant and its directors, officers, shareholders,
employees and agents from any and all liability for loss or claim, including all resulting
consequential and indirect losses, as a result of loss, damage or injury to the property
and persons of the Landlord and its employees and whether or not such loss or claim may
have arisen out of the negligence of the Tenant or those for whom the Tenant is in law
responsible; and the Landlord agrees to indemnify and hold harmless the Tenant and its
directors, officers, shareholders, employees and agents from any loss, cost, damage,
expense, suit, action, and demand relating to such claim or loss, including all resulting
consequential and indirect losses of the Landlord, and excluding such claims or losses
relating to any loss, cost, damage, expense, suit, action, or demand of or by third
parties.





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	10.05	 	Mortgagees and Property Managers
	 
	 	 	Any and all release and indemnity clauses which are included in the Lease for the benefit
of the Landlord are intended also to benefit the mortgagees and property managers of the
Landlord and the officers, directors, shareholders, employees and agents of each one of
them, and, for the purposes of such clauses, the Landlord is hereby acting as agent or
trustee on behalf of and for the benefit of the persons or entities mentioned above.





ARTICLE 11.00 ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS





	11.01	 	Transfer
	 
	 	 	“Transfer” means all or any of the following, whether by conveyance, written agreement or
otherwise, and whether or not by operation of law: an assignment of this Lease by Tenant or
any interest in this Lease, in whole or in part, any mortgage, charge, debenture (floating
or otherwise), or encumbrance of this Lease or Tenant’s interest in this Lease, in whole or
in part, a sublease, or sharing or parting with possession of all or any part of the
Premises, a change in a partnership if the change results in a change in the effective
control of Tenant and, a transfer or other dealing in respect of all or part of the
corporate shares of Tenant or an affiliate of Tenant that results in a change in the
effective voting control of Tenant. “Transferor” and “Transferee” have meanings
corresponding to this definition of “Transfer” and in the case of a Transfer involving
corporate shares, or partnership interests, the “Transferor” is the person or entity with
effective control, or voting control before the Transfer and the Transferee is the person or
entity with effective control, or voting control after the Transfer.
	 
	11.02	 	Landlord’s Consent
	 
	 	 	Tenant will not effect or attempt to effect a Transfer without the prior written consent of
Landlord which shall not be unreasonably withheld unless Landlord elects to terminate the
Lease pursuant to Article 11.04. Landlord shall be deemed to be acting reasonably in
withholding its consent if:






	 	(a)	 	the Transfer would violate any covenant or restriction given to any other tenant of the
Building;
	 
	 	(b)	 	in Landlord’s opinion:






	 	(i)	 	either the financial background or the business history and capability
of the proposed Transferee is not satisfactory or
	 
	 	(ii)	 	the nature or character of the proposed business of the proposed
Transferee is such that it might harm Landlord’s business or reputation or reflect
unfavourably on the Building, Landlord, or other tenants of the Building, or the
image of any of them, or is unethical, immoral or illegal;






	 	(c)	 	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;
	 
	 	(d)	 	Landlord at the time has, or will have in the next ensuing three (3) month
period, other premises in the Building suitable for leasing to the proposed Transferee;
	 
	 	(e)	 	the proposed Transferee has agreed to pay to the proposed Transferor some form
of consideration that is reasonably attributable to the value of the Premises or to any
Leasehold Improvements;
	 
	 	(f)	 	the proposed Transfer is in favour of any existing tenant or occupant of the
Building or of any other building owned or operated by Landlord or any of its
affiliates within the City in which the Building is situated;
	 
	 	(g)	 	the amount of rent to be paid by the proposed Transferee is less than that
provided for in this Lease or the terms of the proposed Transfer are otherwise in any
respect more favourable to the proposed Transferee than those of this Lease are to
Tenant;




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	 	(h)	 	the proposed Transfer is a mortgage, charge or other encumbrance of
Tenant’s rights or interest under this Lease;
	 
	 	(i)	 	an event of default on the part of Tenant hereunder has occurred and is
continuing or any notice of default was given by Landlord to Tenant in the preceding
twelve (12) month period;
	 
	 	(j)	 	the proposed Transfer is a sublease by an existing sublessee of the Premises or any part
thereof;
	 
	 	(k)	 	Landlord does not receive sufficient information to enable it to make a
determination concerning the matters set out above; or
	 
	 	(1)	 	there is any other reasonable ground not stated above for
withholding consent.






	11.03	 	Public Corporations
	 
	 	 	A Transfer that occurs as the result of a change in control of a Tenant will not require
the consent of Landlord if the shares are listed and traded on any recognized stock
exchange in Canada or the United States.
	 
	11.04	 	Landlord’s Termination Right
	 
	 
	 	 	If Tenant requests Landlord’s consent to a Transfer it will provide full particulars
concerning the Transfer including without limitation, copies of any written offer, agreement
or draft agreement pertaining to the Transfer, payments and any other consideration to be
made or provided by the proposed Transferee in consideration for the Transfer, and any other
information concerning the proposed Transfer or the financial and business history of the
proposed Transferee that Landlord may require. Landlord will within fifteen (15) days after
its receipt of the request for consent and all such information, notify Tenant that either
(i) it consents to the Transfer, or (ii) it elects to cancel this Lease as to the whole or
part of the Premises affected by the proposed Transfer, or (iii) it does not consent to the
Transfer. If Landlord elects to terminate this Lease, Tenant may, by notice to Landlord
given within seven (7) days after receipt of Landlord’s notice, withdraw its request for
Landlord’s consent. In that case, Landlord’s election to terminate this Lease will be void.
If Tenant fails to withdraw its request for Landlord’s consent, Tenant will deliver, in
accordance with the provisions of this Lease, vacant possession of the whole or the part, as
the case may be, of the Premises affected by the termination on the date specified in
Landlord’s notice, which date will not be less than thirty (30) days nor more than one
hundred and twenty (120) days after the date the notice is given or at the Landlord’s option
on the date the proposed Transfer is to take effect. If Tenant is required to deliver
possession of a part only of the Premises, Tenant will pay all costs incurred in connection
with rendering that part functionally separate and suitable for separate use and occupancy,
including partitioning and providing entrances and services, plus a sum equal to fifteen
percent (15%) of the costs as an administration fee.
	 
	11.05	 	Acceptance of Rent
	 
	 	 	After a Transfer, Landlord may collect Rent from the Transferee and apply the net amount
collected to the Rent payable hereunder but no acceptance by Landlord of any payments by a
Transferee constitutes a waiver of the requirement for Landlord’s consent to the Transfer
or an acceptance of the Transferee nor will it release Tenant from its covenants and
obligations under this Lease. Any documents evidencing a Transfer may, at Landlord’s
option, be prepared by Landlord or its solicitors.
	 
	11.06	 	Conditions of Consent
	 
	 	 	Any consent by Landlord to a Transfer will be subject to the following conditions:






	 	(a)	 	Tenant will pay to Landlord any money or other consideration (including
without limitation, any amount payable by the Transferee to Tenant in excess of the
Annual Rent payable by Tenant under Article 4.01) from time to time paid by any
Transferee to Tenant in connection with the Transfer:




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	 	(b)	 	if Landlord requires, the Transferee shall execute an agreement directly with
Landlord agreeing to be bound by this Lease, and in the case of a sublease the
Transferee shall waive any right to obtain relief from forfeiture, to obtain a direct
lease from Landlord or to become the tenant of Landlord notwithstanding any statute or
law that would otherwise give those rights to sub-tenants;
	 
	 	(c)	 	Tenant and each Transferee will be bound by this Lease and any amendment of
this Lease throughout the Term and any renewal or extension of the Term regardless of
whether or when an amendment of this Lease is made; whether agreed to by Tenant or a
Transferee, and regardless of any surrender and new lease that is deemed at law to
occur as the result of any amendment of this Lease. The liability of Tenant and each
Transferee will continue as though Tenant and each subsequent Transferee had signed
each amendment of this Lease;
	 
	 	(d)	 	Tenant shall pay any legal costs incurred by Landlord in connection with
documents relating to a Transfer or Landlord’s consent together with Landlord’s
reasonable administrative charge for considering a request to consent and, as a
condition of considering a request for consent, Landlord may require payment of a
reasonable deposit of at least five hundred dollars ($500.00) on account of its costs;
	 
	 	(e)	 	if this Lease is disaffirmed, disclaimed, terminated, repudiated, or
surrendered (each of these transactions being referred to as an “Early Termination”) by
any trustee in bankruptcy of a Transferee, by any court appointed officer, or by a
Transferee in connection with any insolvency proceedings, Tenant and any Transferee
(except the bankrupt or insolvent Transferee) will be considered, on notice from
Landlord given within thirty (30) days after the Early Termination, to have entered
into a lease with 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; and
	 
	 	(f)	 	no consent to a Transfer will be considered as a waiver of the requirement for
Landlord’s consent in respect of a subsequent Transfer.





ARTICLE 12.00 SURRENDER





	12.01	 	Possession
	 
	 	 	Upon the expiration or other termination of the Term, Tenant shall immediately quit and
surrender vacant possession of the Premises in substantially the condition in which Tenant
is required to maintain the Premises excepting only reasonable wear and tear, damage
covered by Landlord’s insurance under Article 9.01 and the obligation of Tenant to remove
Leasehold Improvements and repair damage to the Premises in accordance with Article 7.07.
Upon such surrender, all right, title and interest of Tenant in the Premises shall cease.
	 
	12.02	 	Merger
	 
	 	 	The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease
by mutual agreement of Tenant and Landlord shall not work as a merger, and shall at
Landlord’s option either terminate any and all subleases or operate as an assignment to
Landlord of all or any subleases or subtenancies. Landlord’s option hereunder shall be
exercised by notice to Tenant and all known subtenants in the Premises or any part thereof.
If this Lease is surrendered by operation of law or otherwise, Tenant will indemnify
Landlord against all claims by subtenants or others claiming by or through Tenant in respect
of any interest in this Lease.
	 
	12.03	 	Payments After Termination
	 
	 	 	No payments of money by Tenant to Landlord after the expiration or other termination of the
Term or after the giving of any notice (other than payment in full of arrears of Rent and
any accelerated Rent before termination of the Term, when a notice of default has been
given) by Landlord to Tenant, shall reinstate, continue or extend the Term or make
ineffective any notice given to Tenant prior to the payment of such money. After the giving
of notice or the commencement of a suit, or after final judgment granting Landlord
possession of the Premises, Landlord may receive and collect any sums of Rent and other
amounts payable by Tenant under this Lease, and






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the payment thereof shall not make ineffective any notice, or in any manner affect
any pending suit or any judgment theretofore obtained.




	12.04	 	Survival of Obligations
	 
	 	 	If Tenant has failed to perform any of its obligations under this Lease, such obligations
and the rights of Landlord in respect thereto shall survive the expiration or other
termination of the Term.





ARTICLE 13.00 HOLDING OVER





	13.01	 	Month-to-Month Tenancy
	 
	 	 	If without Landlord’s consent or with Landlord’s written consent, which consent Landlord
may withhold in its sole discretion, Tenant remains in possession of the Premises after the
expiration or other termination of the Term, Tenant shall occupy the Premises, as a
month-to-month tenant at a monthly rental equal to twice the Rent determined in accordance
with Article 4.00 or such other rental and on such other terms as may be stated in such
consent, and such tenancy may be terminated by Landlord at any time upon notice of
termination to Tenant.
	 
	13.02	 	General
	 
	 	 	Any overholding by Tenant shall be subject to all other terms and conditions of this Lease
except any right of renewal, any exclusive use or other restriction, any option to lease,
any right of first refusal and any other pre-emptive or collateral right, and nothing
contained in this Article 13.00 shall be construed to limit or impair any of Landlord’s
rights of re-entry or eviction or other rights and remedies or constitute a waiver thereof.





ARTICLE 14.00 RULES AND REGULATIONS





	14.01	 	Purpose
	 
	 	 	The Rules and Regulations are for the safety, benefit and convenience of all tenants and
other persons in the Building.
	 
	14.02	 	Observance
	 
	 	 	Tenant shall at all times comply with, and shall cause its employees, agents,
licensees and invitees to comply with, the Rules and Regulations.
	 
	14.03	 	Modification
	 
	 	 	Landlord may from time to time, for the purposes set out in Article 14.01, amend, delete
from, or add to the Rules and Regulations, provided that any such modification shall be (i)
not inconsistent with any other provision of this Lease; (ii) reasonable and have general
application to substantially all tenants in the Building; and (iii) effective only upon
delivery of a copy thereof to Tenant at the Premises.
	 
	14.04	 	Non-Compliance
	 
	 	 	Landlord shall use its reasonable efforts to secure compliance by all tenants of the
Building and other persons with the Rules and Regulations from time to time in effect, but
shall not be responsible to Tenant for failure of any person to comply with such Rules and
Regulations.





ARTICLE 15.00 EXPROPRIATION





	15.01	 	Expropriation
	 
	 	 	Landlord and Tenant will co-operate with each other regarding any expropriation of
the Premises or the Building or any part of them so that each receives the maximum award to
which it is entitled at law. To the extent any





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part of the Building or the Land other than the Premises is expropriated, the full proceeds
accruing or awarded as a result thereof belong to Landlord and Tenant will abandon or
assign to Landlord any rights that Tenant may have or acquire by operation of law to those
proceeds or awards and will execute any documents that Landlord requires to give effect
thereto.



ARTICLE 16.00 DAMAGE BY FIRE OR OTHER CASUALTY





	16.01	 	Limited Damage to Premises
	 
	 	 	If all or part of the Premises are rendered untenantable by damage from fire or other
casualty which, in the reasonable opinion of the Architect, can be substantially repaired
under applicable laws and governmental regulations within one hundred eighty (180) days
from the date of such casualty (employing normal construction methods without overtime or
other premium), Landlord shall, to the extent of insurance proceeds which it receives and
to the extent that any mortgagee(s) entitled to be paid such insurance proceeds consents to
the use of same, 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.
	 
	16.02	 	Major Damage to Premises
	 
	 	 	If all or part of the Premises are rendered untenantable by damage from fire or other
casualty which, in the reasonable opinion of the Architect, cannot be substantially repaired
under applicable laws and governmental regulations within one hundred eighty (180) days from
the date of such casualty (employing normal construction methods without overtime or other
premium), then Landlord may elect to terminate this Lease as of the date of such casualty by
notice delivered to Tenant not more than ten (10) days after receipt of the Architect’s
opinion, failing which Landlord shall, to the extent of insurance proceeds which it receives
and to the extent that any mortgagee(s) entitled to be paid such insurance proceeds consents
to the use of same, 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. In
executing repairs under this Article 16.00, Landlord may use new plans and specifications.
	 
	16.03	 	Abatement
	 
	 	 	If Landlord is required to repair damage to the Premises under Articles 16.01 or 16.02, the
Annual Rent payable by Tenant shall be proportionately reduced to the extent that the
Premises are rendered unusable by Tenant in its business, from the date of the casualty
until five (5) days after completion by Landlord of the repairs to the Premises or until
Tenant again uses the Premises (or the part thereof rendered untenantable) in its business,
whichever first occurs.
	 
	16.04	 	Major Damage to Building
	 
	 	 	If the Building or its systems are damaged to such an extent that its operation is
affected, or if twenty five percent (25%) or more of the Square Feet in the Building are
damaged or destroyed, Landlord may elect to terminate this Lease as of the date of such
damage (or on the date of notice if the Premises are unaffected by such casualty) by notice
given to Tenant not more than sixty (60) days after the date of such casualty.
	 
	16.05	 	Limitation on Landlord’s Liability
	 
	 	 	Except as specifically provided in this Article 16.00, there shall be no reduction of Rent
and Landlord shall have no liability to Tenant by reason of any injury to or interference
with Tenant’s business or property arising from fire or other casualty, howsoever caused,
or from the making of any repairs resulting therefrom in or to any portion of the Building
or the Premises. Notwithstanding anything contained herein, Rent payable by Tenant
hereunder shall not be abated if the damage is caused by any act or omission of Tenant, its
agents, servants, employees or anyone for whom Tenant is responsible at law, or any other
person entering upon the Premises under express or implied invitation of Tenant.





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ARTICLE 17.00 TRANSFERS BY LANDLORD





	17.01	 	Sale, Conveyance and Assignment
	 
	 	 	Nothing in this Lease shall restrict the right of Landlord to sell the Building or
transfer, assign or otherwise deal with its title thereto or any interest therein, subject
to the rights of Tenant under this Lease.
	 
	17.02	 	Effect of Sale, Conveyance or Assignment
	 
	 	 	A sale, transfer or assignment of the Building or the title thereto or any interest
therein shall operate to release Landlord from liability under this Lease, from and after
the effective date thereof except as such may relate to the period prior to such effective
date, and Tenant shall thereafter look solely to Landlord’s successor in interest. The
obligations of Tenant under this Lease shall not be affected by any such sale, transfer or
assignment, and Tenant shall attorn to Landlord’s successor in interest.
	 
	17.03	 	Subordination
	 
	 	 	At the option of any mortgagee, chargee or other encumbrancer of the Lands (“Mortgagee”), or
Landlord, this Lease shall be prior to, or shall be subject and subordinate in all respects
to, any and all mortgages and deeds of trust now or hereafter placed on the Building or the
Land. Tenant, on request by Landlord or Mortgagee and without cost to Landlord or Mortgagee,
shall execute and deliver any and all instruments further evidencing such priority or
subordination. If Tenant fails to execute and deliver the required instrument or instruments
to further evidence such priority or subordination, Tenant hereby irrevocably constitutes
and appoints Landlord the true and lawful attorney of Tenant to execute any and all
instruments necessary to do so.
	 
	17.04	 	Attornment
	 
	 	 	Subject to Article 17.05, if the interest of Landlord is transferred to any person (herein
called a “Purchaser”) by reason of foreclosure or other proceedings for enforcement of any
mortgage or deed of trust, or by delivery of a deed in lieu of such foreclosure or other
proceedings, or if any Mortgagee shall take possession of the Building or the Premises
Tenant shall, at the option of Purchaser or Mortgagee, immediately attorn to Purchaser or
Mortgagee. Landlord may require Tenant, at Tenant’s cost, to enter into an agreement in the
form required by any Purchaser or Mortgagee to attorn to Purchaser or Mortgagee in order to
give effect to what is stated above. Tenant hereby irrevocably appoints Landlord the true
and lawful attorney of Tenant to execute any and all instruments necessary to give effect
to what is stated above.
	 
	17.05	 	Effect of Attornment
	 
	 	 	Upon attornment under Article 17.04 the obligations of Tenant under this Lease shall
continue in full force and effect upon all the same terms, conditions and covenants in this
Lease except that, after such attornment, Purchaser or Mortgagee shall not be:






	 	(a)	 	liable for any act or omission of Landlord;
	 
	 	(b)	 	subject to any offsets or defenses which Tenant might have against Landlord; or
	 
	 	(c)	 	bound by any prepayment by Tenant of more than one month’s installment of Rent,
or by any previous
modification of this Lease, unless such prepayment or modification shall have been
approved in writing by
Purchaser or Mortgagee or any predecessor in interest except Landlord.





ARTICLE 18.00 NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION





	18.01	 	Notices
	 
	 	 	Any notice from one party to the other hereunder shall be in writing and shall be deemed
duly given if delivered, if mailed by registered or certified mail or if sent by facsimile
to Tenant at the Premises (whether or not Tenant





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has departed from, vacated or abandoned the same); or to Landlord, as the case may be, at
the property management office for the Building, as designated from time to time, and
addressed to the attention of the Property Manager. Any notice shall be deemed to have been
given at the time of delivery or, if mailed, three (3) days after the date of mailing
thereof or if made or given by facsimile, on the next business day following the
transmittal thereof, as evidenced by confirmation of receipt. Either party shall have the
right to designate by notice, in the manner above set forth, a different address to which
notices are to be mailed. No notice given by email or by other similar electronic means
will be considered to have been given in writing




	18.02	 	Acknowledgements
	 
	 	 	Tenant shall at any time and from time to time upon not less than ten (10) days’ prior
notice from Landlord execute, acknowledge and deliver a written statement certifying:






	 	(a)	 	that this Lease is in full force and effect, subject only to such modifications
(if any) as may be set out
therein;
	 
	 	(b)	 	that Tenant is in possession of the Premises and paying Rent as provided in this Lease;
	 
	 	(c)	 	the dates (if any) to which Rent is paid in advance;
	 
	 	(d)	 	that there are not, to Tenant’s knowledge, any uncured defaults on the part of
Landlord hereunder, or
specifying such defaults if any are claimed; and
	 
	 	(e)	 	as to such other matters relating to Tenant, this Lease or the Premises, as any
building purchaser or
mortgage lender, actual or prospective, may reasonably request.







	 	 	Any such statement may be addressed to and relied upon by any such purchaser or lender. If
Tenant fails to deliver such statement, Tenant shall be deemed to have acknowledged that
this Lease is in full force and effect, without modification except as may be represented
by Landlord, and that there are no uncured defaults in Landlord’s performance.
	 
	18.03	 	Authorities of Action
	 
	 	 	Landlord may act in any matter provided for herein by its property manager and any other
person who shall from time to time be designated in writing by Landlord to Tenant. Tenant
acknowledges that if this Lease has been executed for and on behalf of, in the name of and
with the authority of Landlord by the property manager then the covenants and agreements of
Landlord are obligations of Landlord and its successors and assigns only and are not
obligations personal to or enforceable against the property manager in its own right.





ARTICLE 19.00 DEFAULT





	19.01	 	Interest and Costs
	 
	 	 	Tenant shall pay to Landlord upon Landlord’s written demand interest at a rate equal to the
lesser of Prime plus five percent (5%) per annum and the maximum rate permitted by
applicable law, on all Rent required to be paid hereunder from the due date for payment
thereof until the same is fully paid and satisfied. Tenant shall indemnify Landlord against
all costs and charges (including legal fees and disbursements on a solicitor and his client
basis) incurred in enforcing payment thereof, and in obtaining possession of the Premises
after default of Tenant or upon expiration or other termination of the Term of this Lease,
or in enforcing any covenant, proviso or agreement of Tenant herein contained. On each
occurrence of default in the payment of Rent, Tenant shall pay to Landlord on demand in
addition to the aforesaid interest a two hundred dollar ($200) administration fee.
	 
	19.02	 	Right of Landlord to Perform Covenants
	 
	 	 	All covenants and agreements to be performed by Tenant under this Lease shall be
performed by Tenant without any abatement of Rent. If Tenant fails to perform any act on
its part to be performed hereunder, and such failure






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continues for ten (10) days after notice thereof from Landlord, Landlord may (but shall not
be obligated so to do) perform such act without releasing Tenant from any of its
obligations relative thereto. All sums paid or costs incurred by Landlord in so performing
such acts under this Article 19.02, together with interest thereon at the rate set out in
Article 19.01 and an administration fee of fifteen percent (15%) of all such costs, from
the date each such payment was made or each such cost was incurred by Landlord, shall be
payable by Tenant to Landlord on demand.




	19.03	 	Events of Default
	 
	 	 	If and whenever:






	 	(a)	 	the Rent hereby reserved is not paid in full when due, and such default
continues for five (5) business days
after the due date;
	 
	 	(b)	 	the Lease or any goods, chattels or equipment of Tenant is seized, taken or
exigible in execution or in
attachment or if a writ of execution or enforcement is issued against Tenant;
	 
	 	(c)	 	Tenant becomes insolvent or commits an act of bankruptcy or becomes bankrupt or
takes the benefit of any
statute that may be in force for bankrupt or insolvent debtors or becomes involved in
voluntary or
involuntary dissolution, winding-up or liquidation proceedings or if a receiver is
appointed for all or part of
the business, property, affairs or revenues of Tenant, or if Tenant makes a proposal,
arrangement or
compromise with creditors;
	 
	 	(d)	 	Tenant makes a bulk sale of its goods, moves or commences, attempts or
threatens to move its goods,
chattels and equipment out of the Premises (other than in the normal course of its
business) or ceases to
conduct business from the Premises;
	 
	 	(e)	 	Tenant fails to observe, perform and keep each of the covenants, agreements,
provisions, stipulations and
conditions herein contained to be observed, performed and kept by Tenant (other than its
covenant to pay
Rent) and persists in such failure after ten (10) days’ notice by Landlord requiring that
Tenant remedy,
correct, desist or comply (or if any such breach would reasonably require more than ten
(10) days to rectify,
unless Tenant commences rectification within the ten (10) day notice period and
thereafter promptly,
effectively and continuously proceeds with the rectification of the breach); or
	 
	 	(f)	 	Tenant purports to effect a Transfer other than in compliance with the provisions of
this Lease,







	 	 	then and in any of such events, the full amount of the current month’s and the next ensuing
three (3) months’ installments of Rent shall immediately become due and payable and Landlord
may immediately distrain for the same, together with any arrears then unpaid and at the
option of Landlord, Landlord may terminate this Lease by giving notice thereof, and Landlord
may without notice or any form of legal process whatsoever forthwith re-enter the Premises,
anything contained in any statute or at law to the contrary notwithstanding, and may expel
all persons and remove all property from the Premises and such property may be removed and
sold or disposed of by Landlord as it deems advisable or may be stored in a public warehouse
or elsewhere at the cost of Tenant without Landlord being considered guilty of trespass or
conversion or becoming liable for any loss or damage which may be occasioned thereby,
provided, however, that such termination shall be wholly without prejudice to the right of
Landlord to recover arrears of Rent and damages for any default by Tenant hereunder. Should
Landlord at any time terminate this Lease by reason of any such event, then, in addition to
any other remedies it may have, it may recover from Tenant all damages it may incur as a
result of such termination. If Landlord re-enters and terminates this Lease and Tenant fails
to remove its property within ten (10) days after notice requiring it to do so is given,
Tenant will be deemed to have abandoned its property and Landlord will be entitled to retain
it or dispose of it for Landlord’s benefit. Tenant expressly waives the provisions of
Section 19(2) of the Commercial Tenancies Act (Ontario) and any successor or replacement
legislation or any similar legislation of the province in which the Building is situated.

	 
	19.04	 	Waiver of Exemption and Redemption





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Notwithstanding anything contained in any statute now or hereafter in force limiting
or abrogating the right of distress, none of Tenant’s 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 upon any claim being made for such exemption by Tenant or on distress being
made by Landlord this agreement may be pleaded as an estoppel against Tenant in any action
brought to test the right to the levying upon any such goods as are named as exempted in
any such statute, Tenant hereby waiving all and every benefit that could or might have
accrued to Tenant under and by virtue of any such statute but for this Lease. Tenant hereby
also expressly waives any and all rights of redemption granted by or under any present or
future laws if Tenant is evicted or dispossessed for any cause. In exercising its right to
distrain, Landlord, in addition to the rights reserved to it, shall have the right:




	 	(a)	 	to enter the Premises by force or otherwise without being liable for any prosecution
therefor;
	 
	 	(b)	 	to change the locks on the Premises without re-entering the Premises or
terminating this Lease in order to
prevent the removal of the property to be distrained; and
	 
	 	(c)	 	to levy distress after sunset and before sunrise.






	19.05	 	Payments
	 
	 	 	Notwithstanding any termination of this Lease, Landlord shall be entitled to receive Rent
and all Rental Taxes up to the time of termination plus accelerated Rent as herein provided
and damages including but not limited to (i) damages for the loss of Rent suffered by
reason of this Lease having been prematurely terminated; (ii) the costs of reclaiming,
repairing and re-leasing the Premises; and (iii) legal fees and disbursements on a
solicitor and his client basis.
	 
	19.06	 	Remedies Cumulative
	 
	 	 	No reference to or exercise of any specific right or remedy by Landlord shall
prejudice or preclude Landlord from exercising or invoking any other remedy in respect
thereof, whether allowed at law or in equity or expressly provided for herein. No such
remedy shall be exclusive or dependent upon any other such remedy, but Landlord may from
time to time exercise any one or more of such remedies independently or in combination.
	 
	19.07	 	Collateral Rights
	 
	 	 	Tenant acknowledges that any right of first refusal, option to lease, right of first
offer or other right to lease and any exclusive use restriction or similar restriction
granted to it under this Lease is collateral in nature and not fundamental to this Lease.
The remedies of Tenant in connection with any breach of such rights are limited to an
action in damages and will not entitle Tenant to treat any breach of such rights as a
repudiation or fundamental breach of this Lease by Landlord.





ARTICLE 20.00 MISCELLANEOUS





	20.01	 	Relationship of Parties
	 
	 	 	Nothing contained in this Lease shall create any relationship between the parties
hereto other than that of landlord and tenant, and it is acknowledged and agreed that
Landlord does not in any way or for any purpose become a partner of Tenant in any business,
or a joint venturer or a member of a joint or common enterprise with Tenant.
	 
	20.02	 	Consent Not Unreasonably Withheld
	 
	 	 	Except as otherwise specifically herein provided, whenever the consent or approval of
Landlord or Tenant is required under the terms of this Lease, such consent or approval
shall not be unreasonably withheld or delayed. Tenant’s sole remedy if Landlord
unreasonably withholds or delays its consent or approval if it is not entitled hereunder to
do so shall be an action for specific performance, and Landlord shall not be liable for
damages. If either party withholds any consent or approval, such party shall on written
request deliver to the other party a written statement giving the reasons therefor, unless
it is Landlord who has done so in its discretion.





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	20.03	 	Name of Building
	 
	 	 	Landlord shall have the right, from time to time, to change the name, number or other
designation of the Building.
	 
	20.04	 	Applicable Law and Construction
	 
	 	 	This Lease shall be governed by and construed under the laws of the jurisdiction in
which the Building is located, and its provisions shall be construed as a whole according
to their common meaning and not strictly for or against Landlord or Tenant. The words
Landlord and Tenant shall include the plural as well as the singular. If this Lease is
executed by more than one person as tenant, Tenant’s obligations hereunder shall be joint
and several obligations. Time is of the essence of this Lease. The captions of the Articles
are included for convenience only and shall have no effect upon the construction or
interpretation of this Lease.
	 
	20.05	 	Entire Agreement
	 
	 	 	This Lease contains the entire agreement between the parties hereto with respect to
the subject matter of this Lease. Tenant acknowledges and agrees that it has not relied
upon any statement, representation, agreement or warranty except such as are set out in
this Lease.
	 
	20.06	 	Registration
	 
	 	 	Neither the 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 a notice or caveat of this Lease provided that: (a) a copy of the Lease
is not attached; (b) no financial terms are disclosed; (c) the Landlord gives its prior
written approval to the notice or caveat; and (d) the Tenant pays the Landlord’s reasonable
costs on account of the matter. 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.
	 
	20.07	 	Amendment or Modification
	 
	 	 	No amendment, modification, or supplement to this Lease shall be valid or binding
unless set out in writing and executed by the parties hereto in the same manner as the
execution of this Lease.
	 
	20.08	 	Construed Covenants and Severability
	 
	 	 	All of the provisions of this Lease are to be construed as covenants and agreements as
though the words importing such covenants and agreements were used in each separate Article
hereof. Should any provision of this Lease be or become invalid, void, illegal or not
enforceable, it shall be considered separate and severable from this Lease and the remaining
provisions shall remain in force and be binding upon the parties hereto as though such
provision had not been included.
	 
	20.09	 	Planning Act
	 
	 	 	It is an express condition of this Lease that the provisions of the Planning Act
(Ontario) and amendments thereto be complied with, if necessary or any successor
replacement legislation or any similar legislation of the Province in which the Building is
situated.
	 
	20.10	 	No Implied Surrender or Waiver






- Page 23 -









 









No provision of this Lease shall be deemed to have been waived by Landlord unless such
waiver is in writing signed by Landlord. Landlord’s waiver of a breach shall not prevent a
subsequent act, which would have originally constituted a breach, from having all the force
and effect of any original breach. Landlord’s receipt of Rent with knowledge of a breach
shall not be deemed a waiver of any breach. Landlord’s failure to enforce against Tenant or
any other tenant in the Building any of the Rules and Regulations shall not be deemed a
waiver thereof. Nothing done by Landlord shall be deemed to be an acceptance of a surrender
of the Premises, and no agreement to accept a surrender of the Premises shall be valid,
unless in writing signed by Landlord. The delivery of keys by Tenant to any of Landlord’s
agents or employees shall not operate as a termination of this Lease or a surrender of the
Premises. No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent due
hereunder shall be deemed to be other than on account of the earliest stipulated Rent, nor
shall any endorsement or statement on any cheque or any letter accompanying any cheque, or
payment as Rent, be deemed an accord and satisfaction, and Landlord may accept such cheque
or payment without prejudice to Landlord’s right to recover the balance of such Rent or to
pursue any other remedy available to Landlord.




	20.11	 	Application of Payments
	 
	 	 	Regardless of any instruction from Tenant, or any written direction or any endorsement on
any cheque, transmittal letter or any other form of communication purporting to direct
otherwise, Landlord may apply any payment which it receives from Tenant against any amount
owed to it by Tenant and if Landlord does not notify Tenant otherwise, each payment will be
considered to be a payment on account of the Rent or Rental Taxes that have been unpaid the
longest.
	 
	20.12	 	Successors Bound
	 
	 	 	Except as otherwise specifically provided, the covenants, terms, and conditions contained
in this Lease shall apply to and bind the heirs, successors, executors, administrators and
assigns of the parties hereto as limited by this Lease.
	 
	20.13	 	Liability of Landlord
	 
	 	 	In addition to the limitation on liability in Articles 16.05, 17.02 and elsewhere in this
Lease, the liability of Landlord hereunder shall be limited to its interest in the Building
from time to time. If there is more than one person constituting Landlord, the liability of
each said person hereunder shall be several and be limited to its percentage interest in the
Building.
	 
	20.14	 	Force Majeure
	 
	 	 	Notwithstanding any other provision of this Lease, if Landlord or Tenant is, in good faith,
delayed or prevented from doing anything required by this Lease, because of a strike,
labour trouble, inability to obtain materials or services, power failure, restrictive
governmental laws or regulations, riots, insurrection, sabotage, rebellion, war, act of
God, or any other similar reason, that is not the fault of the party delayed, the doing of
the thing is excused for the period of the delay and the party delayed will do what was
delayed or prevented within the appropriate period after the delay. The preceding sentence
does not excuse Tenant from payment of Rent or Landlord from payment of amounts that it is
required to pay, in the amounts and at the times specified in this Lease.





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IN WITNESS OF THIS LEASE Landlord and Tenant have properly executed it as of the date set out on page one.




	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 	 	OMERS Realty Corporation and	 	 
	 	 	CPP Investment Board Real Estate Holdings Inc.	 	 
	 	 	by their agent (without personal liability)	 	 
	 	 	OPGI Management GP Inc. as general partner of the	 	 
	 	 	OPGI Management Limited Partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Daniel A. Holmes
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	DANIEL A. HOLMES	 	 
	 

	 	Title:
	 	ASSISTANT SECRETARY	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ David Costello
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Costello	 	 
	 

	 	Title:
	 	 Vice President,	 	 
	 

	 	 	 	Real Estate Management	 	 
	 
	 	 	 	 	 	 
	 	 	I/We have the authority to bind the Corporation	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 	 	The Ultimate Software Group of Canada, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Scott Scherr
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	SCOTT SCHERR	 	 
	 

	 	Title:
	 	PRESIDENT	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:
	 	/s/ Robert Manne
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	ROBERT MANNE	 	 
	 

	 	Title:
	 	SECRETARY	 	 
	 
	 	 	 	 	 	 
	 	 	I/We have the authority to bind the Corporation	 	 






- Page 25 -









 










 









 





SCHEDULE B




20 Bay St.

WaterPark Place

(Office Space Lease)




SECTION 1.00 WORDS AND PHRASES





	1.01	 	Definitions
	 
	 	 	In this Lease, including this Schedule:






	 	(a)	 	“10 Bay Street Component” means that portion of the Building and Land identified in
Section 1.01 (j) of this
Schedule B as 10 Bay Street, and municipally known as 10 Bay Street, Toronto, Ontario, and
the Common
Areas associated therewith, as designated by the Landlord from time to time.
	 
	 	(b)	 	“20 Bay Street Component” means that portion of the Building and Land identified in
Section 1.01 (j) of this
Schedule B as 20 Bay Street, and municipally known as 20 Bay Street, Toronto, Ontario, and
the Common
Areas associated therewith, as designated by the Landlord from time to time.
	 
	 	(c)	 	“Architect” means such firm of professional architects or engineers that Landlord may
from time to time
engage for the preparation of construction drawings for the Building or for general
supervision of architectural
and engineering aspects of it, and includes any consultant or consultants that Landlord,
or the firm of
professional architects or engineers Landlord engages, appoints, as long as the consultant
or consultants act
within the scope of their appointment and speciality.
	 
	 	(d)	 	“Building” means those developments and improvements from time to time constructed on
the Land and is the
building in which the Premises are located, and includes all portions of the development
and improvements
above or below grade.
	 
	 	(e)	 	“Capital Tax” means the amount determined by multiplying each of the “Applicable
Rates” by the Capital and
totalling the products. “Capital” is the amount of capital which Landlord determines,
without duplication, is
invested from time to time by Landlord, the owner(s) of the Building and the Land, any
company related to
Landlord or the owner(s) within the meaning of the Income Tax Act (Canada), or all of
them, in doing all or
any of the following: acquiring, developing, expanding, redeveloping and improving the
Building and the
Land. Capital will not be increased by any financing or re-financing except to the extent
that the proceeds are
invested in doing all or any of the foregoing. “Applicable Rate” is the capital tax rate
specified from time to
time under any law which imposes a tax in respect of the capital of corporations and for
greater certainty
includes Large Corporations Tax levied under the Income Tax Act (Canada) as amended from
time to time.
Each Applicable Rate will be considered to be the rate that would apply if each of
Landlord, the owners of the
Building and the Land and the related companies referred to above were taxable
corporations that employed
no capital outside the Province in which the Land is located.
	 
	 	(f)	 	“Common Areas” means at any time the total of those portions of the Land and Building
designated by
Landlord from time to time or not leased or designated for lease to tenants that Landlord
provides for use in
common by Landlord, Tenant, other tenants of the Building or their sublessees, agents,
employees, customers,
invitees or licensees, whether or not those areas are open to the general public or to all
tenants of the Building,
and includes, without limitation, the Daycare Centre, the Delivery Facilities, the main
entrance lobbies,
passenger elevators, fire service and access corridors which are not exclusive to any
tenant of the Building, the
Parking Facilities, public washrooms and fixtures, chattels, systems, decor, signs,
facilities or landscaping
contained, maintained or used in connection with those areas, and are deemed to include
city sidewalks
abutting the Land and any pedestrian walkway system (either at, above or below grade),
park or other facility
open to the general public for which Landlord directly or indirectly is subject to
obligations in its capacity as
owner of the Land or Building, or both.





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	 	(g)	 	“Complex” means 10 and 20 Bay Street, Toronto, Ontario.
	 
	 	(h)	 	“Daycare Centre” means the daycare centre in the Building operated pursuant to the
Day Nurseries Act and includes the refrigerator, freezer, stove, washing machine, dryer,
major playground equipment, lockers and cubbies.
	 
	 	(i)	 	“Delivery Facilities” means at any time those portions, if any, of the Common Areas
in the Building or on the Land on or below grade designated by Landlord from time to time
as facilities to be used for the purposes of loading, unloading, delivering, dispatching
and holding of letters, packages, merchandise, goods and materials of any kind entering
or leaving the Building and giving vehicular access to such portions of the Building, (if
any).
	 
	 	(j)	 	“Excluded Premises” means those premises in the 20 Bay Street Component leased to
tenants who contribute to Operating Costs, or a particular component of Operating Costs,
on a basis different from that basis on which the Tenant is required to contribute to
Operating Costs under this Lease, as determined by the Landlord from time to time.
	 
	 	(k)	 	“Land” means those lands
legally described as:
	 
	 	 	 	PIN 21384-0002 (LT)
	 
	 	 	 	Parcel A-4, Section A640E, City of Toronto
	 
	 	(1)	 	“Normal Business Hours” means, except as otherwise designated by Landlord from time
to time, from 7:00 a.m. to 6:00 p.m., Monday through Friday, excluding days that are
legal or statutory holidays in the municipality in which the Building is located.
	 
	 	(m)	 	“Parking Facilities” means those portions, (if any), of the Common Areas on or below
street level designated by Landlord from time to time for vehicular parking.





SECTION 2.00 DETERMINATION OF OPERATING COSTS AND TAXES





	2.01	 	Definitions
	 
	 	 	In this Lease:






	 	(a)	 	“Square Feet in the Building” means, as determined in accordance with the method of
measurement set forth
in Section 3.00, the aggregate of the gross leasable office areas of the Building
calculated on a full floor
tenancy basis in accordance with Section 3.01, and the retail areas calculated in
accordance with Section 3.03.
If, from time to time, there is a material change in the gross leasable space in the
Building, (except as caused
by a change in the ratio of single tenancy floors to multiple tenancy floors) “Square Feet
in the Building” shall,
from the effective date of the change until any further change, mean the number of square
feet in the Building
determined on completion of that change on the basis set out in Section 3.00 and Square
Feet in the 10 Bay
Street Component and Square Feet in the 20 Bay Street Component have a corresponding
meaning.
	 
	 	(b)	 	“Taxes” means the aggregate of all taxes, rates, charges, levies and assessments
payable by Landlord accruing
in respect of the calendar year in which each Fiscal Year begins and imposed by any
competent taxing or
assessing authority upon or in respect of the Building, the Land and all improvements
therein or thereon. In
determining Taxes, any corporate, income, excess profits and business tax imposed upon the
income of
Landlord and any other impost of a personal nature charged or levied against Landlord
shall be excluded,
except to the extent that it is levied in lieu of taxes, rates, charges, levies or
assessments in respect of the Land
or improvements thereon. Taxes shall in all instances be calculated on the basis of the
Building being assessed
as fully constructed, leased and occupied and taxed at the applicable occupied tax rates.





- Page 2 -









 






	 	(c)	 	“Tenant’s Proportionate Share” means an amount determined by multiplying Operating
Costs for the Fiscal Year by a fraction having as its numerator the Square Feet in the
Premises and having as its denominator the Square Feet in the 20 Bay Street Component
(other than any Excluded Premises).






	2.02	 	Determination of Operating Costs
	 
	 	 	“Operating Costs” means the aggregate of all costs in a Fiscal Year, calculated as if the
Building were one hundred percent (100%) occupied by tenants throughout such Fiscal Year,
established in accordance with generally accepted accounting principles and this Lease,
without duplication and confirmed in a certificate of Landlord signed by a responsible
representative thereof (without personal liability) equal to the sum of all direct and
indirect costs reasonably incurred or charged by or on behalf of Landlord, whether or not
paid, on either an accrual or cash basis, or in part on both, as Landlord may determine on
account of the ownership, administration, operation, management, supervision, maintenance,
repair and replacement of the 20 Bay Street Component and for services provided generally to
tenants thereof, including, without limitation:






	 	(a)	 	amounts paid to, or reasonably attributable to the remuneration of, all personnel
(whether on or off-site and
whether employed by Landlord or a management company) involved in the ownership,
administration,
operation, management, maintenance, repair, replacement, security, supervision,
landscaping or cleaning of
the Component, including reasonable fringe benefits and other employment costs;
	 
	 	(b)	 	auditing, accounting, legal and other professional and consulting fees and
disbursements incurred in
connection with the maintenance and operation of the 20 Bay Street Component, including
those incurred with
respect to the preparation of the statements required under the provisions of the Lease
and costs of minimizing,
contesting, or appealing assessment of Taxes (whether or not successful);
	 
	 	(c)	 	the costs allocated by the Landlord to the 20 Bay Street Component of:






	 	(i)	 	operating, maintaining, and repairing (major, minor or otherwise) the
Building, and the systems, facilities and equipment serving the Building and of all
replacements and modifications to the Building, and the systems, facilities and
equipment serving the Building, including without limitation those made by Landlord
in order to comply with laws or regulations or required by Landlord’s insurance
carrier or resulting from normal wear and tear to the Building, and the systems,
facilities and equipment serving the Building;
	 
	 	(ii)	 	providing, installing, constructing, modifying and upgrading energy
conservation equipment and systems, life safety systems and telecommunication
systems and equipment, if any, and facilities and services made available to
tenants.
	 
	 	(iii)	 	making alterations, replacements or additions to the Building intended to
reduce Operating Costs, improve the operation of the Building and the systems,
facilities and equipment serving the Building, or maintain their operation; and
	 
	 	(iv)	 	replacing machinery or equipment which by its nature requires periodic replacement;






all to the extent that such costs are fully chargeable in the Fiscal Year in which they
are incurred in accordance with generally accepted accounting principles;




	 	(d)	 	depreciation or amortization of the costs referred to in part (c) as determined in
accordance with generally
accepted accounting principles, if such costs have not been charged fully in the Fiscal
Year in which they are
incurred;
	 
	 	(e)	 	interest on the undepreciated or unamortized balance of the costs referred to in part (d);
	 
	 	(f)	 	a management fee equal to the greater (in respect of each Fiscal Year) of four
percent (4%) of the gross
revenue received or receivable by Landlord in respect of the 20 Bay Street Component in
such Fiscal Year





- Page 3 -









 






(excluding revenues under this Section 2.02 (f)) and fifteen percent (15%) of Operating
Costs in such Fiscal Year (excluding costs under this Section 2.02 (f), Taxes and
interest);




	 	(g)	 	Capital Taxes;
	 
	 	(h)	 	Taxes (excluding the amounts payable by Tenant pursuant to Section 2.08);
	 
	 	(i)	 	the cost allocated to the 20 Bay Street Component of all insurance maintained by
Landlord in respect of the Building and Land and its operation, including insurance for
loss of Rent, and the amounts of losses incurred or claims paid below insurance
deductible amounts; and
	 
	 	(j)	 	the cost allocated to the 20 Bay Street Component of market rental on all areas
utilized by the Landlord or its manager for the operation and management of the Building.






	2.03	 	Limitation on Operating Costs
	 
	 	 	In determining Operating Costs, the cost (if any) of the following shall be excluded, or
deducted as the case may be, except as specifically provided in Section 2.02;






	 	(a)	 	major repairs that are required as a result of structural failure due to defective
design or construction, but
maintenance to the foundation, columns, structural elements of sub-floors, bearing walls
and roof (including
the roof membrane or weather covering) of the Building shall be included as part of
Operating Costs;
	 
	 	(b)	 	interest on, and the capital retirement of debt;
	 
	 	(c)	 	expenses relating to decorating or redecorating or renovating rentable space for
tenants or occupants of the
Building (other than occupants who pay no or reduced rent and provide services to tenants
of the Building)
and costs relating to tenant inducements, allowances or similar expenses;
	 
	 	(d)	 	all leasing expenses, real estate brokers fees, leasing commissions, advertising and space
planners fees;
	 
	 	(e)	 	changes made to accommodate specific requirements of specific tenants of the Building;
	 
	 	(f)	 	cleaning costs, garbage removal and other costs which are peculiar to the premises of
the retail tenants of the
Building;
	 
	 	(g)	 	repairs or maintenance done for the direct account of other tenants; and
	 
	 	(h)	 	any increase in insurance premiums resulting from any special uses in the Building by
other tenants;




and there shall be deducted from Operating Costs contributions (if any) to Operating Costs by the
occupants of any Excluded Premises.





	2.04	 	Allocation
	 
	 	 	Where this Lease provides for the allocation, or the like, of costs or expenses or where an
allocation of a part of some total or aggregate cost or expense is to be made to the Building,
the Premises, the 10 Bay Street Component or the 20 Bay Street Component or to Tenant, any
such allocation, or the like, is to be made by Landlord on a reasonable and equitable basis.
The Landlord shall have the right to allocate costs between the 10 Bay Street Component and
the 20 Bay Street Component, and any other component of the Building based on the respective
portions of the Building benefited thereby and such allocation shall be used in determining
Operating Costs.
	 
	2.05	 	When Services are Not Provided
	 
	 	 	Notwithstanding Section 2.02, when and if any service which is normally provided by Landlord to
some tenants of the Building:





- Page 4 -









 






	 	(a)	 	is not provided to Tenant under the specific terms of this Lease, in determining
Operating Costs for the
calculation of Tenant’s Proportionate Share, Landlord shall exclude the costs of that
service, except as any
such costs relate to the Common Areas; or
	 
	 	(b)	 	is not provided by Landlord in a significant portion of the Building, in determining
Tenant’s Proportionate
Share, Landlord shall divide the cost of that service by the difference between the Square Feet in the Building
and the number of square feet in the Building to which Landlord does not provide the service, both calculated
on the basis set out in Section 3.00.






	2.06	 	Shared Facilities, Services and Utilities
	 
	 	 	If any facilities, services or utilities:






	 	(a)	 	for the operation, administration, management, repair and maintenance of the
Building, or provided to tenants
of the Building, are provided from another building or other buildings owned or operated
by Landlord or its
manager; or
	 
	 	(b)	 	for the operation, administration, management, repair and maintenance of another
building or other buildings
or provided to tenants of such other building or buildings owned or operated by Landlord
or its manager are
provided from the Building;






the net costs, charges and expenses therefor shall, for the purposes of Section 2.02, be
allocated by Landlord, acting reasonably, between the Building and other building or buildings
on a reasonable basis.




	2.07	 	Partial Fiscal Year
	 
	 	 	If the Term commences after the beginning of a Fiscal Year or terminates before the end of it,
any amount payable by Tenant to Landlord under Article 4.07 shall be adjusted proportionately
and accordingly.
	 
	2.08	 	Taxes
	 
	 	 	If any portion of the Taxes are levied separately against the Premises by any competent taxing
authority resulting in an allocation of a portion of the Taxes to the Tenant, whether payable
by the Tenant or the Landlord, then the Tenant shall promptly pay such portion of the Taxes as
directed by the Landlord together with any amounts payable under Section 2.02(h).
	 
	 	 	Notwithstanding the inclusion of certain Taxes in Operating Costs, if any of the Taxes are not
levied separately against the Premises, then Landlord may in its sole and unfettered
discretion, determine, allocate and adjust Taxes as among tenants and occupants of the
Building. Nothing herein shall compel or require Landlord to adjust, continue to adjust or to
make the same determination or allocation of Taxes from year to year or in any Fiscal Year.





SECTION 3.00 DETERMINATION OF SQUARE FEET IN PREMISES





	3.01	 	Office Space — Single Tenancy Floors
	 
	 	 	The number of square feet of office space in the Premises on a single-tenancy floor in the
Building (if any) shall be calculated from dimensioned Architect’s drawings to the inside face
of the glass in the permanent exterior building walls (whether or not the glass extends to the
floor) or to the inside finish of those walls where they contain no glass. It shall include all
space within exterior building walls, except for stairs (other than stair and duct shafts
exclusively serving a tenant occupying offices on more than one floor), elevator shafts, flues,
pipe shafts, vertical ducts, and other vertical risers which penetrate the floor and their
enclosing walls. No deduction shall be made for washrooms, janitor rooms, air-conditioning
rooms, fan rooms, or for electrical and telephone rooms, including vertical risers in these
rooms within and servicing only the floor or servicing a single tenant on more than one floor,
or for any other rooms, corridors or areas available to Tenant, columns located wholly or
partially within the space, or for any enclosures around the periphery of the Building used for
the purpose of heating, ventilating or cooling.





- Page 5 -









 






	3.02	 	Office Space — Multiple Tenancy Floors
	 
	 	 	The number of square feet of office space in the Premises on a multiple tenancy floor in
the Building (if any), whether above or below grade, shall be calculated from dimensioned
Architect’s drawings to the inside face of permanent exterior building walls or to the inside
face of the glass as described in Section 3.01 for a single tenancy floor, to the face of
permanent interior walls and to the center line of demising partitions, and includes a portion
of unallocated space on the same floor(s) as the Premises, as determined by Landlord, acting
reasonably, from time to time. No deduction shall be made for any columns located wholly or
partially within the rentable space, or for any enclosures around the periphery of the
Building used for the purpose of cooling, heating or ventilating.
	 
	3.03	 	Retail Space
	 
	 	 	The number of square feet of retail space in the Premises (if any), whether above or
below grade, shall be calculated from dimensioned Architect’s drawings to the inside face of
permanent exterior building walls, to the face of permanent interior walls, to the center line
of demising partitions, and to the center line of a pre-determined lease line (usually referred
to as the storefront line) in the case of retail space facing onto either an interior public
mall or corridor or onto a public street or lane. No deduction shall be made for vestibules
inside the permanent exterior building walls or inside the pre-determined lease line, or for
any columns located wholly or partially within the rentable space.





SECTION 4.00 LOADING AND DELIVERY





	4.01	 	The delivering, dispatching, holding, loading and unloading of letters, correspondence, packages, merchandise,
goods and materials of any kind to the Premises or from them shall be done only at those times, and in such manner
and through those elevators, entrances and corridors as Landlord designates from time to time.
	 
	4.02	 	Landlord accepts no liability and is hereby relieved and released by Tenant in respect of the operation of the
Delivery Facilities, or the adequacy thereof, or of the acts or omissions of any person or
persons engaged in the
operation thereof, or in the acceptance, holding, handling, delivery or dispatch of any goods
for or on behalf of
Tenant, or for any claim of Tenant by reason of damage, loss, theft or acceptance, holding,
handling, delivery or
dispatch, or any error, negligence or delay therein.
	 
	4.03	 	Landlord may from time to time make and amend regulations for the orderly and efficient
operation of the Delivery
Facilities and may require the payment of reasonable charges for delivery services and
demurrage provided by
Landlord.





SECTION 5.00 ELECTRICITY AND SERVICES





	5.01	 	Notwithstanding Article 6.02(c) of this Lease, Tenant shall be solely responsible for
all direct and indirect costs
relating to the provision of, or arising under the contract for the supply of, all electricity
required in the Premises,
whether or not separately metered. Tenant agrees that it shall not engage any person to provide
utility services to
the Premises. Electricity required for such heating, ventilation, and cooling of the Premises as
are provided by
Landlord under Article 6.02(a) of the Lease shall be assessed and paid as a part of Operating
Costs.
	 
	5.02	 	If electricity is not separately metered to the Premises but is supplied to Tenant through a
meter common to other
tenants (or group of tenants) in the Building, then Landlord shall pay the cost of that
electricity and (subject to
Article 6.02 of this Lease) apportion that cost among all tenants supplied through that common
meter. Upon receipt
of Landlord’s statement of apportionment, Tenant shall reimburse Landlord for the amount for
which Tenant is
shown by the statement to be liable, provided that Landlord may elect at any time by notice to
Tenant to estimate the
amount for which Tenant will be liable and require Tenant to pay that amount in monthly
installments
simultaneously with Tenant’s payments of Rent, in which case the provisions of Article 4.05 of
this Lease shall
apply. Tenant shall also pay to Landlord an administration fee equal to fifteen percent (15%)
of the amounts
payable by it under this Section.





SECTION 6.00 REDEVELOPMENT AND DEMOLITION




- Page 6 -









 






	6.01	 	Relocation — Common Areas
	 
	 	 	Landlord may from time to time relocate or eliminate any Common Areas in whole or in part and
may increase or reduce their dimensions provided that access by Tenant to the Premises from
the elevator lobbies remains available.
	 
	6.02	 	Relocation — Premises
	 
	 	 	Landlord shall have the right to relocate the Premises to other premises within the Complex
provided such relocated premises will be of similar or equal quality and design as the
Premises and shall have approximately the same area as the Premises provided that:






	 	(a)	 	after the Commencement Date, such right shall be exercised by giving not less than
sixty (60) days’ notice in
writing to Tenant;
	 
	 	(b)	 	if Landlord relocates the Premises prior to the Commencement Date, it shall reimburse
Tenant for all expenses
already incurred by Tenant in preparing to move into the Premises to the extent that such
expenditure is for
items or materials not usable in the alternate premises;
	 
	 	(c)	 	if Landlord relocates Tenant after the Commencement Date, Landlord shall reimburse
Tenant for direct costs
associated with the relocation, including, without limitation, packing and moving costs,
reprinting of a limited
supply of stationery and supplies and disconnection and reconnection of telephone and
computer equipment and
systems upon receipt of copies of receipted third party invoices for such costs. In no
case will Tenant be
reimbursed or compensated for indirect costs including overhead, overtime charges or loss
of profits and
Tenant will minimize costs by re-using all fixtures and trade fixtures from the Premises
where it is feasible to
do so in the relocated premises; and
	 
	 	(d)	 	all terms and conditions of this Lease shall apply with respect to the relocated
premises for the remainder of the Term.






	6.03	 	Redevelopment
	 
	 	 	Landlord may construct additional improvements on the Land or on any adjacent land, may
renovate the Building and may add storeys to the Building. Neither the construction or the
demolition by either Landlord or any other person of any improvement on either the Land or any
land adjacent thereto or within the Building nor the noise, dust, vibration or other
inconvenience or the reduction of light, air or view occasioned by such construction or
demolition shall affect the obligations of Tenant or result in any liability of Landlord.
	 
	6.04	 	Demolition
	 
	 	 	Notwithstanding anything contained in this Lease, Landlord may terminate the Lease at any time
if it is Landlord’s intention to demolish or substantially renovate the Building. Landlord
will give Tenant not less than twelve (12) calendar months’ notice of such termination.





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SCHEDULE C




RULES AND REGULATIONS





	1. 	 	Security
	 
	 	 	Landlord may from time to time adopt appropriate systems and procedures for the security or
safety of the Building, any persons occupying, using or entering the same, or any equipment,
finishings or contents thereof, and Tenant shall comply with Landlord’s reasonable
requirements relative thereto.
	 
	2.	 	Locks
	 
	 	 	Landlord may from time to time install and change locking mechanisms on entrances to the
Building, common areas thereof, and the Premises, and (unless 24 hour security is provided by
the Building) shall provide to Tenant a reasonable number of keys and replacements therefor to
meet the bona fide requirements of Tenant. In these rules “keys” include any device serving
the same purpose. Tenant shall not add to or change existing locking mechanisms on any door in
or to the Premises without Landlord’s prior written consent. If with Landlord’s consent,
Tenant installs lock(s) incompatible with the Building master locking system:






	 	(a)	 	Landlord, without abatement of Rent, shall be relieved of any obligation under the
Lease to provide any
service to the affected areas which require access thereto,
	 
	 	(b)	 	Tenant shall indemnify Landlord against any expense as a result of forced entry
thereto which may be required
in an emergency, and
	 
	 	(c)	 	Tenant shall at the end of the Term and at Landlord’s request remove such lock(s) at
Tenant’s expense.






	3.	 	Return of Keys
	 
	 	 	At the end of the Term, Tenant shall promptly return to Landlord all keys for the Building
and Premises which are in possession of Tenant.
	 
	4.	 	Windows
	 
	 	 	Tenant shall observe Landlord’s rules with respect to maintaining window coverings at
all windows in the Premises so that the Building presents a uniform exterior appearance, and
shall not install any window shades, screens, drapes, covers or other materials on or at any
window in the Premises without Landlord’s prior written consent. Tenant shall ensure that
window coverings are closed on all windows in the Premises while they are exposed to the
direct rays of the sun.
	 
	5.	 	Repair, Maintenance, Alterations and Improvements
	 
	 	 	Tenant shall carry out Tenant’s repair, maintenance, alterations and improvements in the
Premises only during times agreed to in advance by Landlord and in a manner which will not
interfere with the rights of other tenants in the Building.
	 
	6.	 	Water Fixtures
	 
	 	 	Tenant shall not use water fixtures for any purpose for which they are not intended, nor shall
water be wasted by tampering with such fixtures. Any cost or damage resulting from such misuse
by Tenant shall be paid for by Tenant.
	 
	7.	 	Personal Use of Premises
	 
	 	 	The Premises shall not be used or permitted to be used for residential, lodging or sleeping
purposes or for the storage of personal effects or property not required for business
purposes.






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	8.	 	Heavy Articles
	 
	 	 	Tenant shall not place in or move about the Premises without Landlord’s prior written
consent any safe or other heavy article which in Landlord’s reasonable opinion may damage the
Building, and Landlord may designate the location of any heavy articles in the Premises.
	 
	9.	 	Carpet Pads
	 
	 	 	In those portions of the Premises where carpet has been provided directly or indirectly by
Landlord, Tenant shall at its own expense install and maintain pads to protect the carpet
under all furniture having casters other than carpet

casters.
	 
	10.	 	Bicycles, Animals
	 
	 	 	Tenant shall not bring any animals or birds into the Building, and shall not permit bicycles
or other vehicles inside or on the sidewalks outside the Building except in areas designated
from time to time by Landlord for such purposes.
	 
	11.	 	Deliveries
	 
	 	 	Tenant shall ensure that deliveries of materials and supplies to the Premises are made
through such entrances, elevators and corridors and at such times as may from time to time be
designated by Landlord, and shall promptly pay or cause to be paid to Landlord the cost of
repairing any damage in the Building caused by any person making such deliveries.
	 
	12.	 	Furniture and Equipment
	 
	 	 	Tenant shall ensure that furniture and equipment being moved into or out of the Premises
is moved through such entrances, elevators and corridors and at such times as may from time to
time be designated by Landlord, and by movers or a moving company approved by Landlord, and
shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in the
Building caused thereby.
	 
	13.	 	Solicitations
	 
	 	 	Landlord reserves the right to restrict or prohibit canvassing, soliciting or peddling
in the Building.
	 
	14.	 	Food and Beverages
	 
	 	 	Only persons approved from time to time by Landlord may prepare, solicit orders for,
sell, serve or distribute foods or beverages in the Building, or use the elevators, corridors
stairwells, balconies or other common areas for any such purpose. Except with Landlord’s prior
written consent and in accordance with arrangements approved by Landlord, Tenant 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.
	 
	15.	 	Refuse
	 
	 	 	Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in
the Premises or in receptacles (if any) provided by Landlord for the Building, and shall keep
sidewalks and driveways outside the Building, and lobbies, corridors, stairwells, ducts and
shafts of the Building, free of all refuse.
	 
	16.	 	Obstructions
	 
	 	 	Tenant shall not obstruct or place anything in or on the sidewalks or driveways outside
the Building or in the lobbies, corridors, stairwells, balconies or other common areas of the
Building, or use such locations for any purpose except access to and exit from the Premises
without Landlord’s prior written consent. Landlord may





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remove at Tenant’s expense any such obstruction or thing (unauthorized by Landlord) without
notice or obligation to Tenant.




	17.	 	Dangerous or Immoral Activities
	 
	 	 	Tenant shall not make any use of the Premises which involves the danger of injury to any
person, nor shall the same be used for any immoral purpose.
	 
	18.	 	Proper Conduct
	 
	 	 	Tenant shall not conduct itself in any manner which is inconsistent with the character of the
Building as a first quality building or which will impair the comfort and convenience of other
tenants in the Building.
	 
	19.	 	Employees, Agents and Invitees
	 
	 	 	In these Rules and Regulations, Tenant includes the employees, agents, invitees and licensees
of Tenant and others permitted by Tenant to use or occupy the Premises.
	 
	20.	 	ATM and Vending Machines
	 
	 	 	The Tenant shall not have the right to install automatic teller machines (ATMs) or vending
machines in the Premises.





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SCHEDULE D




SUPPLEMENTAL TERMS AND CONDITIONS




Article 21.01 Required Conditions



For the purposes of this Lease, Tenant agrees that the following shall constitute the required
conditions (the “Required Conditions”):





	(a)	 	execution and delivery of the Lease by Tenant and Landlord;
	 
	(b)	 	Tenant has paid all Rent as and when due and punctually observed and performed the terms,
covenants and conditions
contained in the Lease throughout the Term to the applicable date;
	 
	(c)	 	The Ultimate Software Group of Canada, Inc. is in possession and physical occupancy of the
whole of the Premises;
and
	 
	(d)	 	there has not been a Transfer, except where the Transfer occurs as a result of trading in the
shares of Tenant listed
on a recognized stock exchange in Canada or the United States.





Article 21.02 Landlord’s Work



Prior to the Commencement Date, Landlord, at its expense, shall:





	–	 	supply and install new carpet from selection of
Landlord’s standard samples;
	 
	–	 	touch up existing paint;
	 
	–	 	in Landlord’s sole opinion, acting reasonably,
replace cracked or stained ceiling tiles;
	 
	–	 	ensure all existing ceiling lights are in good
working order.




Landlord shall complete work (the “Landlord’s Work”) in the Premises using the standard finishes
for the Building. Tenant shall bear the cost of any changes to Landlord’s Work requested by
Tenant, and Landlord shall not be responsible for any delays caused as a result of such changes.



Tenant shall use all reasonable efforts to assist Landlord in completing Landlord’s Work in
accordance with a schedule for completion of Landlord’s Work as established by Landlord. Landlord
shall not be responsible for, and the Commencement Date shall not be delayed due to, any delays
caused by Tenant’s failure to agree to or act in accordance with said schedule.




Article 21.03 Early Occupancy



Notwithstanding Article 3.02 and provided Tenant has executed and delivered the Lease, the
Premises are vacant and Landlord’s Work has been substantially completed, and Tenant has delivered
to Landlord a certificate of insurance indicating that a policy of Tenant’s insurance for the
Premises, as described in the Lease, is in full force and effect, Tenant will be permitted
non-exclusive access to the Premises prior to the Commencement Date to carry out Tenant’s Work.
During this time, Tenant shall not be responsible for the payment of Annual Rent, Operating Costs
and Taxes but all other terms and conditions of the Lease shall apply.




Article 21.04 Parking



Provided the Required Conditions have been met, Landlord shall make provision for and Tenant shall
take one (1) reserved stall in the underground Parking Facilities for the Term of the Lease; and,
subject to availability, one (1) unreserved stall in the underground Parking Facilities on a month
to month basis. Tenant will sign Landlord’s standard form of parking agreement which provides for
market parking rates as they prevail from time to time.




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Article 21.05 Indemnity



Tenant acknowledges and agrees that it will cause its parent company, The Ultimate Software
Group, Inc., to execute Landlord’s standard form of Indemnity Agreement, attached hereto as
Schedule E, prior to Tenant occupying the Premises.




Article 21.06 Deposit



Landlord acknowledges receipt of a deposit in the amount of thirty thousand dollars
($30,000.00) which will be held without interest and credited, until exhausted, against Rent as it
becomes due. Landlord will not be liable on account of the Deposit if it transfers it, or credits
it, to a purchaser of the Building.




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SCHEDULE “E”



INDEMNITY AGREEMENT




DATE: August 22, 2006




BETWEEN:




OMERS Realty Corporation

CPP Investment Board Real Estate Holdings Inc.




(“Landlord”)




AND




The Ultimate Software Group, Inc.




(“Indemnifier”)



IN CONSIDERATION OF the sum of two dollars and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Indemnifier hereby agrees as follows:





	1.	 	DEFINITIONS





In this Agreement:





	 	(a)	 	“Building” means 20 Bay Street located in the City of Toronto.

	 
	 	(b)	 	“Lease” means the lease between Landlord and Tenant dated August 22, 2006 covering the
Premises.
	 
	 	(c)	 	“Premises” means 2,251 square feet of space on the 14th floor of the Building, as shown
hatched on Schedule A
hereto.
	 
	 	(d)	 	“Tenant” means The Ultimate Software Group of Canada, Inc.
	 
	 	(e)	 	All other capitalized words and phrases, unless otherwise defined herein, have the
meanings attributed to them in
the Lease.






	2.	 	INDEMNIFIER’S OBLIGATIONS






	 	a)	 	Throughout the Term of the Lease and any extension or renewal, Indemnifier will (i)
promptly pay all Rent and any other amounts payable by Tenant under the Lease, whether to
Landlord or anyone else; (ii) promptly perform each and every monetary and financial
obligation of Tenant under the Lease; and (iii) indemnify and protect Landlord from any
losses or costs incurred by Landlord (including legal fees) if Tenant fails to pay the
Rent or other amounts or to perform any of its obligations under the Lease.
	 
	 	 	 	Notwithstanding anything else contained in this Agreement and the Lease, the aggregate
liability hereunder of the Indemnifier shall be limited to the maximum amount of four
hundred thousand Dollars ($400,000.00) which shall decline on a straight line basis to zero
over the initial Term of the Lease (“Aggregate Liability”), with respect to the Tenant’s
observance and performance of all terms, covenants and conditions contained in the Lease.






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	 	b)	 	Indemnifier acknowledges and agrees that it is primarily liable to the Landlord and that
it is entering into this
Agreement as principal and not as a surety.
	 
	 	c)	 	Indemnifier agrees that it is jointly and severally liable with Tenant under the Lease
and Landlord may proceed
against Indemnifier as if Indemnifier was named as Tenant under the Lease.






	3.	 	SURVIVAL OF OBLIGATIONS






	 	a)	 	Even if there is a disaffirmance, disclaimer, repudiation, rejection or termination of
the Lease (as a result of court
proceedings or otherwise), or a surrender of the Lease which Landlord did not accept in
writing, which occurs prior
to the originally specified expiry date of the Term, Indemnifier will remain obligated under
this Agreement.
Subject to the Aggregate Liability, Indemnifier will, in such event and at Landlord’s sole
option, be treated as
though it was the tenant under the terms of the Lease for the balance of the Term.
Indemnifier’s obligations in such
event, however, are not subject to the Landlord granting the Indemnifier a lease as
aforesaid.
	 
	 	b)	 	This indemnity is absolute and unconditional. Subject to the Aggregate Liability,
Indemnifier’s liability will only be
released by full payment of all amounts expressed in the Lease to be payable by Tenant for
the Term and the full
performance of all obligations on the part of Tenant expressed in the Lease to be performed
by the Tenant for the
Term. Indemnifier’s obligations under this Agreement will not be affected by (i) any
modifications to Landlord’s or
Tenant’s rights or obligations under the Lease; (ii) the fact that Landlord does not enforce
any of the terms of the
Lease; (iii) any assignment of the Lease by Tenant or by any trustee, receiver or
liquidator; (iv) any consent which
Landlord gives to any Transfer; (v) any waiver by Tenant of its rights under the Lease; (vi)
any additional security
accepted by Landlord from Tenant; (vii) the expiry of the Term; (viii) the release or
discharge of Tenant or any
other person liable under the Lease by landlord or in any receivership, bankruptcy,
winding-up or other creditors’
proceedings or by operation of law; or (ix) lack of notice of any of the foregoing.
	 
	 	c)	 	Indemnifier’s obligations will not be affected by any repossession of the Premises by
Landlord, except that if
Landlord re-lets the Premises then the payments received by Landlord (after deducting all
costs and expenses of
repossessing and reletting the Premises) will be credited by Landlord against Indemnifier’s
obligations under this
Agreement. Indemnifier’s obligations will continue to apply to the periods before and after
the release or discharge
as if it had not occurred.






	4.	 	NOTICES




Landlord is not required to notify Indemnifier that Landlord has accepted this Agreement or that
Tenant has failed to perform any of its obligations under the Lease. Nevertheless, if Landlord
wishes to send any notice to the Indemnifier, it will deliver it or mail it by prepaid registered
mail addressed to Indemnifier at 2000 Ultimate Way, Weston, Florida, U.S.A., 33326 or, at
Landlord’s option, at the Premises. Any notice will be considered to have been given on the day it
was delivered, or if mailed, three (3) days after the date it was mailed. Indemnifier may notify
Landlord in writing of a substitute address for the above address. If two or more parties are
named as Indemnifier, Landlord may give any notice to be given to Indemnifier to only one of the
parties, and in doing so all of them will be considered to have been notified. No notice given by
email or by other similar electronic means will be considered to have been given in writing.





	5.	 	LANDLORD’S RIGHTS






	 	a)	 	If there is a default under the Lease or under this Agreement, Landlord will not be
required to (i) proceed against or
pursue anything against Tenant first; (ii) proceed against any security of Tenant held by
Landlord; or (iii) pursue
any other remedy whatsoever. Indemnifier is not a mere guarantor; Indemnifier is primarily
responsible for Tenant’s
obligations under the Lease.
	 
	 	b)	 	Even though Landlord may have already taken action against Indemnifier under this
Agreement because of a
default under the Lease, and whether or not that action has succeeded or been completed,
Landlord may take further
action against Indemnifier under this Agreement if there is any further default under the
Lease.





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	6.	 	JOINT AND SEVERAL LIABILITY




If two or more parties are named as Indemnifier, each party is jointly and severally responsible
for the obligations of Indemnifier.





	7.	 	ACKNOWLEDGEMENT




The Indemnifier acknowledges receipt of a copy of the Lease.





	8.	 	GOVERNING LAW






	This Lease shall be governed by and construed under the laws of the jurisdiction in which the
Building is located, and its provisions shall be construed as a whole according to their common
meaning and not strictly for or against Landlord or Indemnifier.






	9.	 	BINDING EFFECT




This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, trustees, administrators, successors and assigns, as the case may be.



IN WITNESS WHEREOF the parties have signed and sealed this Agreement.




	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	INDEMNIFIER:	 	 
	OMERS Realty Corporation and	 	The Ultimate Software Group, Inc.	 	 
	CPP Investment Board Real Estate Holdings Inc.	 	 	 	 	 	 
	by their agent (without personal liability)	 	 	 	 	 	 
	OPGI Management GP Inc. as general partner of the	 	 	 	 	 	 
	OPGI Management Limited Partnership	 	 	 	 	 	 
	 

	 	 	 	Per :
	 	 	 	 
	 

	 	 	 	 	 
	 	 
	Per:

	 	 	 	Name:
	 	 	 	 
	 

	 	 

Authorized Signing Officer
	 	Title :
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 	 	 
	Per:

	 	 	 	Name:
	 

	 	  
	 

	 	 

Authorized Signing Officer
	 	Title :
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Having authority to bind the corporation.	 	 
	 
	 	 	 	 	 	 	 	 
	Having authority to bind the corporation.	 	 	 	 	 	 






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