Common use of Provisos Clause in Contracts

Provisos. If and whenever during the Term the Rent or any part of it is outstanding for fourteen (14) days after becoming due whether formally demanded or not the Tenant shall pay to the Landlord interest on the rent payable at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises and to all matters dealt with by any of the provisions of this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receipt.

Provisos. If there is a breach by the Lessee of any covenant or other term of this Lease, the Lessor may re-enter the Premises at any time and whenever during even if any previous right of re-entry has been waived, then the Term will absolutely cease but without prejudice to any rights or remedies which may have accrued to the Rent Lessor against the Lessee in respect of any breach of covenant or other term of this Lease including the breach in respect of which the re-entry is made. The Lessee may terminate the Lease hereby created by giving the Lessor or through its duly appointed agent [*] months’ notice in writing of such wish to terminate. This Lease shall automatically terminate upon determination of the Term. However, upon the written request of the Lessee made at least [*] months before the expiration of the Term and if there shall not at the time of such request be any breach or non-observance of any of the covenants on the part of it is outstanding for fourteen (14) days after becoming due whether formally demanded or not the Tenant shall pay Lessee, the Lessor will renew the Lease to the Landlord interest on Lessee for a further term to be agreed upon between the rent payable at parties from the Interest Rate until payment in fulldate of expiration of the Term upon such terms and conditions as shall be agreed between the parties. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord Lessor or the Tenant Lessee contained or implied in this Agreement Lease so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord Lessor or Tenant Lessee as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant Lessee not having been remedied before the expiration or sooner determination of the Term the Tenant Lessee shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord Lessor such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or there is any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises and to all matters dealt with by any of the provisions of this Agreement. Any notice or communication under dispute arising from or in connection with this Agreement or his interpretation thereof, the Parties shall in the first instance attempt to resolve such dispute by amicable negotiation. Should such amicable negotiations fail to achieve a resolution within fifteen (15) days, either party may refer the dispute to mediation and such mediation shall take place in accordance with the Nairobi Centre for International Arbitration – Mediation Rules as shall be in writing and obtaining at the time of the dispute. Should such mediation fail to achieve a resolution within thirty (30) days or such other time as may be agreed between the parties, either Party may declare a dispute by written notification to the other, whereupon such dispute shall be delivered personally or referred to arbitration under the following terms: - such arbitration shall be resolved under provisions of the Kenyan Arbitration Act 1995 (as amended from time to time); the tribunal shall consist of one arbitrator to be agreed upon between the Parties failing which such arbitrator shall be appointed by post, email the Chairman for the time being of the Law Society of Kenya upon the application of any Party; the place and seat of arbitration shall be Nairobi and the language of arbitration shall be English; the award of the arbitration tribunal shall be final and binding upon the Parties to the addresses indicated on extent permitted by law and any Party may apply to a court of competent jurisdiction for enforcement of such award. The award of the introduction clause herein arbitration tribunal may take the form of an order to pay an amount or to such other address as perform or to prohibit certain activities; and notwithstanding the recipient may have notified to the other above provisions of this Clause, a party in writing. Proof of posting or dispatch shall be deemed entitled to be proof seek preliminary injunctive relief or interim or conservatory measures from any court of receiptcompetent jurisdiction pending the final decision or award of the arbitrator.

Provisos. If Provided always and whenever during the Term the Rent or any part of it is outstanding for fourteen hereby agreed as follows: (14a) days after becoming due whether formally demanded or not The landlord may re-enter the Tenant shall pay to the Landlord interest on the said leased premises: i. If any instalment of rent payable at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit in arrears for occupation fifteen days whether formally demanded or use not; ii. If the Landlord tenant shall allow be adjudicated bankrupt or judged to the Tenant be insolvent, or if a total receiver or proportionate abatement trustee of the Rent hereby reserved as tenants property be appointed or if the case may be. Each of tenant shall file a petition in bankruptcy or insolvency, or if an execution or attachment shall be issued against the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived tenant or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises and to all matters dealt with by any of the provisions tenant’s property whereby the said leased premises or any part thereof may be taken or occupied by someone other than the tenant; and iii. If the tenant shall breach any of his covenants herein, then and in any of the cases, the then current month’s rent together with the rent for the two months next ensuing shall immediately become due and payable, and at the option of the landlord the term shall become forfeited and void, provided, however, that the forfeiture shall be wholly without prejudice to the right of the landlord to recover arrears of rents or damages for any antecedent default by the tenant of its covenants, obligations or agreements under this lease or any term or condition of this Agreement. Any lease and provided further that notwithstanding any forfeiture the landlord may subsequently recover from the tenant damages for loss of rent suffered by reason of this lease having been prematurely determined; (b) If either the Tenant(s) or the Landlord wishes to terminate the tenancy at the end of the term created by this lease or any extension or renewal thereof, then either party will give notice or communication under or in connection with this Agreement shall be to that effect in writing and shall be delivered personally or by post, email not less than 60 days prior to the addresses indicated expiration of the lease. A monthly tenancy may be terminated by either party giving 60 days written notice thereof, to be effective on the introduction clause herein or to such other address as the recipient may have notified last day of a month of tenancy. (c) Unless prior to the other party in writing. Proof expiration of posting the lease, or dispatch any renewal or extension thereof, a new lease has been entered into or where proper notice has not been given by either party, the Tenant(s) shall be deemed to have renewed the tenancy as a monthly tenancy upon the same terms and conditions as are provided in the expired lease providing that nothing herein shall prevent the parties agreeing to any other terms for said monthly tenancy. (d) Notwithstanding paragraph (c) above, the rental rate may be proof increased respecting such monthly tenancy on proper notice of receiptthe increase being given. (e) If either party has given proper notice to terminate the tenancy, the Landlord has the right to show the premises to prospective tenants at reasonable hours after delivery of the notice without further notice of intent to enter by the Landlord or his Agent. (f) The Landlord shall not be liable for personal injury or loss of property however caused or consequential damage suffered by the Tenant(s) or his invitees within or about the premises or upon adjacent areas.

Provisos. Provided always and it is hereby agreed: (a) That in the case without the written consent of the Town, the Premises shall not be used for a period of thirty (30) days while the same are suitable for use by the OAC, or in case the Term or any Renewal Term hereby granted or any of the goods and chattels of the OAC be at any time seized or taken in execution or in attachment by any creditor of the OAC or the OAC shall make any assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any Act now or hereafter in force for bankrupt or insolvent debtors or any order shall be made for the winding-up of the OAC, then and in every such case, the OAC shall be in default. The Town, at any time after it has notified the OAC of the default and the OAC has failed to cure the default within thirty (30) days, may re-enter the Premises, and repossess the Premises in its former state as though the OAC were holding over after the expiration of the Term or any Renewal Term or hereof, and the Term or any Renewal Term hereof shall, at the option of the Town, become forfeited (b) That notwithstanding the benefit of any present or future statute taking away or limiting the Town’s right of distress, none of the goods and chattels of the OAC on the Premises at any time during the Term or any Renewal Term or hereof shall be exempt from levy by distress for License Fee and / or Additional License Fee in arrears. (c) The OAC shall from time to time at the request of the Town produce to the Town satisfactory evidence of the due payment by the OAC of all payments required to be made by the OAC, pursuant to the provisions of this license. (d) If the OAC defaults in the payment of License Fee or Additional License Fee, and the default continues for fifteen (15) days after written notice of it to the OAC by the Town, or if the OAC defaults in the observance or performance of any covenant or agreement in this license and the default continues for fifteen (15) days after written notice of it, the Term or any Renewal Term or hereof, shall at the option of the Town, terminate this License and the OAC shall vacate and surrender the Premises to the Town, but the OAC shall not thereby be released from his obligations pursuant to this license but which shall survive such termination and remain in full force and effect. (e) Upon termination of the Term or any Renewal Term or hereof, the Town may immediately re-enter the Premises and remove all persons and property using any means permitted by law, and repossess the Premises. (f) That if and whenever during the Term the Rent or any part Renewal Term hereby demised the Premises shall be destroyed or damaged by fire, lightning, entry of it is outstanding for fourteen (14) days after becoming due whether formally demanded water, tempest, or not the Tenant shall pay to the Landlord interest on the rent payable other peril then, at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part option of the Landlord or the Tenant contained or implied in OAC, this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case license may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed terminated by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding either of the parties relating hereto at its sole and unfettered discretion and the Town shall not thereby become liable to the Premises and OAC for any losses or damages of whatsoever sort due directly or indirectly, in whole or in part to all matters dealt with by such termination. (k) The OAC shall not erect or paint any sign at or on the exterior of the provisions of this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to building within which the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receiptPremises are contained.

Provisos. Provided always and it is hereby agreed: (a) That in the case without the written consent of the Town, the Premises shall not be used for a period of thirty (30) days while the same are suitable for use by the OAC, or in case the Term or any Renewal Term hereby granted or any of the goods and chattels of the OAC be at any time seized or taken in execution or in attachment by any creditor of the OAC or the OAC shall make any assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any Act now or hereafter in force for bankrupt or insolvent debtors or any order shall be made for the winding-up of the OAC, then and in every such case, the OAC shall be in default. The Town, at any time after it has notified the OAC of the default and the OAC has failed to cure the default within thirty (30) days, may re-enter the Premises, and repossess the Premises in its former state as though the OAC were holding over after the expiration of the Term or any Renewal Term or hereof, and the Term or any Renewal Term hereof shall, at the option of the Town, become forfeited (b) That notwithstanding the benefit of any present or future statute taking away or limiting the Town’s right of distress, none of the goods and chattels of the OAC on the Premises at any time during the Term or any Renewal Term or hereof shall be exempt from levy by distress for License Fee and / or Additional License Fee in arrears. (c) The OAC shall from time to time at the request of the Town produce to the Town satisfactory evidence of the due payment by the OAC of all payments required to be made by the OAC, pursuant to the provisions of this license. (d) If the OAC defaults in the payment of License Fee or Additional License Fee, and the default continues for fifteen (15) days after written notice of it to the OAC by the Town, or if the OAC defaults in the observance or performance of any covenant or agreement in this license and the default continues for fifteen (15) days after written notice of it, the Term or any Renewal Term or hereof, shall at the option of the Town, terminate this License and the OAC shall vacate and surrender the Premises to the Town, but the OAC shall not thereby be released from his obligations pursuant to this license but which shall survive such termination and remain in full force and effect. (e) Upon termination of the Term or any Renewal Term or hereof, the Town may immediately re- enter the Premises and remove all persons and property using any means permitted by law, and repossess the Premises. (f) That if and whenever during the Term the Rent or any part Renewal Term hereby demised the Premises shall be destroyed or damaged by fire, lightning, entry of it is outstanding for fourteen (14) days after becoming due whether formally demanded water, tempest, or not the Tenant shall pay to the Landlord interest on the rent payable other peril then, at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part option of the Landlord or the Tenant contained or implied in OAC, this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case license may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed terminated by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding either of the parties relating hereto at its sole and unfettered discretion and the Town shall not thereby become liable to the Premises and OAC for any losses or damages of whatsoever sort due directly or indirectly, in whole or in part to all matters dealt with by such termination. (k) The OAC shall not erect or paint any sign at or on the exterior of the provisions of this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to building within which the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receiptPremises are contained.

Provisos. It is agreed and declared as follows:- 9.1 If and whenever during the Term the Rent hereby reserved or any part of it is outstanding thereof shall remain unpaid for fourteen (14) 28 days after becoming due payable (whether formally demanded or not) or if any of the Lessee’s covenants herein before contained shall not be performed or observed after the Tenant Landlord shall pay have given to the Lessee one months notice in writing to remedy the breach and the 9.2 If any of the Landlord’s obligations under this Lease shall not be performed or observed (after the Lessee shall have given to the Landlord interest reasonable notice in writing to remedy the breach and the Landlord shall have failed to do so) the Lessee may determine the Lease on giving one month’s notice in writing to the rent payable at Landlord 9.3 The termination of this lease pursuant to clause 9.1 or 9.2 shall be without prejudice to any right of action either party may have against the Interest Rate until payment in full. No liability shall attach other in respect of any previous breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. Lease 9.4 If and whenever during the Term the Premises or any part thereof is: - damaged or shall at any time during the said term be destroyed by one an Insured Risk or more of the Insured Risks; or rendered non-operational or inaccessible for any some other reason including road improvements and/or construction, so that the Premises or any part thereof is rendered be unfit for occupation or and use for the Landlord purposes authorised by Clause 4.6, the Lessee shall allow be released from the obligation to the Tenant a total or proportionate abatement of pay the Rent hereby reserved as until the case Premises are again fit for such occupation and use and if it is likely the damage will make the Premises unfit for such occupation or use for longer than one month then the Lease may be. Each of be terminated by the Tenant's covenants shall remain Lessee by giving four weeks notice in full force notwithstanding that writing to the Landlord at any time thereafter 9.5 Each party shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises pay their own costs and to all matters dealt with by any of the provisions of expenses for this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receipt.lease

Provisos. Provided always and it is hereby agreed as follows:- 7.1 The Management Company or the Landlord shall not be liable or responsible for any damage If and whenever during the Term the Rent or any part of it is outstanding the Service Charge payable by the Tenant or any part thereof respectively shall be unpaid for fourteen (14) twenty-one days after becoming due payable (whether formally demanded or not) or if any covenants on the Tenant’s part herein contained shall not be performed and observed then and in any such case it shall be lawful for the Tenant Landlord at any time thereafter to re-enter upon the Property or any part thereof in the name of the whole and thereupon this demise shall pay absolutely determine but without prejudice to the right of action of the Landlord interest on the rent payable at the Interest Rate until payment in full. No liability shall attach in respect of any breach of the Tenant’s covenants herein contained 7.2 The Management Company or the Landlord shall not be liable or responsible for any positive covenant damage suffered by the Tenant or any servant agent or ▇▇▇▇▇▇▇ of the Tenant or any member of the Tenant’s family or any guest of his through any defect or want of repair in any fixture Conduit machinery or thing in or upon the Estate and/or the Phase or any part thereof (including the Property) or through the neglect fault or misconduct of any servant employed by the Management Company and/or the Landlord in connection with the Phase and/or the Estate except insofar as such liability may be covered by insurance effected by the Management Company pursuant to the Fourth Schedule 7.3 In case of dispute between the Tenant and any tenant or occupier of any part of the Estate not hereby demised or (after completion of the Development) between the Tenant and any owner or occupier of any adjoining or neighbouring property relating to any part of the Estate or such adjoining property such dispute shall be decided by the Management Company or Landlord or (if the Management Company or Landlord so requires) referred to the Surveyor and the decision of the Management Company or the Landlord or the Surveyor (as between the Tenant and any other than covenants tenant or occupier of any part of the Estate) shall be final and binding and the Surveyor shall be entitled to require to be paid his proper fee in respect of each such reference such fee to be borne as the Surveyor shall award 7.4 The Management Company may at any time or times during the Term in the interests of good estate management impose such regulations of general application regarding the Estate or the properties therein as it may in its absolute discretion think fit (but so that any such regulations shall not conflict with this Lease) and the Management Company shall have power in its absolute discretion to revoke amend or add to those regulations or any additions thereto or substitutions therefor 7.5 If the Property or any part thereof shall at any time during the Term be destroyed or damaged by fire or any other risk covered by the insurance effected pursuant to Paragraph 23 of the Part I of the Third Schedule so as to be unfit for habitation and use and the policy or policies of insurance so effected shall not have been vitiated or payment of the policy moneys refused in whole or in part in consequence of any act or default of the Tenant the Rent or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the date falling three years after the date of the damage or if earlier the date on which the Property shall again be rendered fit for habitation and use and any dispute concerning this Clause shall be determined by a single arbitrator in accordance with the Arbitration Act 1996 or any statutory enactments in that behalf for the payment time being in force 7.6 The Tenant accepts the obligations of Rent) the Management Company for the performance of the matters specified in the Fourth Schedule in substitution for and to the entire exclusion of any implied obligations on the part of the Management Company in respect of any such matters 7.7 In this Lease where reference is made to rights or easements which constitute future rights or easements in connection with Conduits which do not at the date hereof exist the said reference shall be deemed only to apply to such easements and rights as shall come into existence during the Perpetuity Period 7.8 Wherever in this Lease there is any provision for a surveyor or other person to give a certificate or decision such certificate or decision shall extend only to matters of fact and shall not extend to any question of law but subject thereto any such certificate or decision shall be final and binding 7.9 Wherever in this Lease there is a covenant by the Tenant to pay expenditure expenses outgoings charges costs fees or any like expression incurred or payable by the Landlord or the Tenant contained Management Company all such expressions shall include all VAT or implied in this Agreement so long as they are prevented from performing any imposition replacing the covenant same incurred or payable by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant the Management Company in connection with the subject matter of the covenant and this Lease shall be construed accordingly 7.10 The Management Company and the Landlord shall not be liable for any breach of their respective covenants in this Lease unless and until a notice in writing has been received by the Management Company or the Landlord as the case may be shall remedy appropriate specifying the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration Management Company or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary has had a reasonable opportunity to remedy the breach. If and whenever during the Term the Premises or same 7.11 The Tenant shall not be entitled: 7.11.1 to enforce any part thereof is: - damaged or destroyed by one or more of the Insured Risks; Management Company or rendered non-operational or inaccessible for the Landlord’s covenants respectively while any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to sums payable by the Tenant a total to them under this Lease are in arrears or proportionate abatement of the Rent hereby reserved as the case may be. Each Tenant is otherwise in substantial breach of the Tenant's covenants under this Lease 7.11.2 to set off any sum or sums against the payment of Rent and/or Service Charge or make any deduction whatsoever in respect of any sum or sums which the Tenant may consider is owing to the Tenant by the Landlord and/or the Management Company save as may be properly accounted for within the Service Charge provisions 7.12 The Landlord herein meaning Countryside Properties (UK) Limited shall remain liable on its covenants contained in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises Clause 6 (excepting clauses 6.1 and to all matters dealt with by any of the provisions of this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receipt6.

Provisos. If and whenever during the Term Provided as follows: 6.1 If: 6.1.1 the Rent or any instalment or part thereof shall be in arrears or unpaid for at least twenty-one days after the same shall have become due (whether legally demanded or not) but subject to the Tenant's right of set off; or 6.1.2 following the service of notice by the Landlord on the Tenant specifying a material breach of any of the agreements on the part of it is outstanding for fourteen (14) days after becoming due whether formally demanded or not the Tenant in this Lease the Tenant shall pay have failed to remedy such breach within a reasonable period (such period to have regard to the nature and extent of the breach); or 6.1.3 the Tenant shall enter into liquidation whether compulsory or voluntary except for the purpose of reconstruction or amalgamation, then the Landlord may re-enter the Property and then immediately thereupon this Lease shall absolutely determine without prejudice to the rights or remedies either party may have against the other for any antecedent breach of their respective obligations. 6.2 At the end of the Term howsoever determined, the Tenant has the right to leave in the Property all or any of its fixtures and fittings and chattels without thereby incurring any liability whatsoever to the Landlord. 6.3 For the avoidance of doubt at the end of the Term howsoever determined the Tenant shall be discharged forthwith of all liability in connection with the maintenance and repair of the Property (other than malicious damage caused by the occupier) whether under this Lease or otherwise and (without prejudice to the generality of the foregoing) the Tenant shall have no responsibility whatsoever for either making good any dilapidations to the Property or paying any sum to the Landlord interest in respect of such dilapidations which shall be the responsibility of the Landlord absolutely (other than malicious damage caused by the occupier). 6.4 The Tenant shall be entitled to terminate this Lease (without any claim for compensation by the Landlord against the Tenant) on or after the Break Date on giving at least one month’s written notice to the Landlord whereupon on the rent payable at expiration of any such notice the Interest Rate until payment in full. No liability Term shall attach cease and determine but without prejudice to the rights of either party in respect of any antecedent claim or breach of any positive covenant (other than covenants for of the payment of Rent) agreements on the part of the Landlord or the Tenant. 6.5 The Tenant contained or implied in shall be entitled to terminate this Agreement so long as they are prevented from performing the covenant Lease (without any claim for compensation by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as against the case may be shall remedy Tenant) at any time during the breach immediately conditions permit and Term on written notice, in the event of any breach on the part third parties enforcing or seeking to enforce any of the Tenant not having been remedied before restrictive covenants referred to in the expiration or sooner determination registers of the title to the Property without prejudice to any rights either party may have against the other for any antecedent breach of their respective obligations. 6.6 The Tenant shall be entitled to terminate this Lease (without any claim for compensation by the Landlord against the Tenant) at any time during the Term on written notice, in the event the Agreement is terminated for whatever reason or expires without prejudice to any rights either party may have against the other for any antecedent breach of their respective obligations. 6.7 Either the Landlord or Tenant shall be entitled to terminate this Lease (without any claim for compensation by either party) at any time during the Term on written notice, in the event the Property does not have a valid HMO licence without prejudice to any rights either party may have against the other for any antecedent breach of their respective obligations 6.8 The Tenant shall be entitled to terminate this Lease (without any claim for compensation by either party) at any time in the event the Landlord fail to comply with their obligations in this Lease without prejudice to any rights either party may have against the other for any antecedent breach of their respective obligations which relate to a period after the Lease has terminated. For the avoidance of doubt, the Tenant shall forthwith upon the expiration be entitled to off set or sooner determination of the Term pay set off any sums due to it under this clause against any sums owed to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises and to all matters dealt with by any of the provisions of this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receiptLandlord.

Provisos. If Provided always and whenever during the Term the Rent or any part of it is outstanding for fourteen hereby agreed as follows: (14a) days after becoming due whether formally demanded or not The landlord may re-enter the Tenant shall pay to the Landlord interest on the said leased premises: i. If any instalment of rent payable at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit in arrears for occupation fifteen days whether formally demanded or use not; ii. If the Landlord tenant shall allow be adjudicated bankrupt or judged to the Tenant be insolvent, or if a total receiver or proportionate abatement trustee of the Rent hereby reserved as tenants property be appointed or if the case may be. Each of tenant shall file a petition in bankruptcy or insolvency, or if an execution or attachment shall be issued against the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived tenant or released any such covenant. This Agreement embodies the entire understanding of the parties relating to the Premises and to all matters dealt with by any of the provisions tenant’s property whereby the said leased premises or any part thereof may be taken or occupied by someone other than the tenant; and iii. If the tenant shall breach any of his covenants herein, then and in any of (b) If either the Tenant(s) or the Landlord wishes to terminate the tenancy at the end of the term created by this Agreement. Any lease or any extension or renewal thereof, then either party will give notice or communication under or in connection with this Agreement shall be to that effect in writing and shall be delivered personally or by post, email not less than 60 days prior to the addresses indicated expiration of the lease. A monthly tenancy may be terminated by either party giving 60 days written notice thereof, to be effective on the introduction clause herein or to such other address as the recipient may have notified last day of a month of tenancy. (c) Unless prior to the other party in writing. Proof expiration of posting the lease, or dispatch any renewal or extension thereof, a new lease has been entered into or where proper notice has not been given by either party, the Tenant(s) shall be deemed to have renewed the tenancy as a monthly tenancy upon the same terms and conditions as are provided in the expired lease providing that nothing herein shall prevent the parties agreeing to any other terms for said monthly tenancy. (d) Notwithstanding paragraph (c) above, the rental rate may be proof increased respecting such monthly tenancy on proper notice of receiptthe increase being given. (e) If either party has given proper notice to terminate the tenancy, the Landlord has the right to show the premises to prospective tenants at reasonable hours after delivery of the notice without further notice of intent to enter by the Landlord or his Agent. (f) The Landlord shall not be liable for personal injury or loss of property however caused or consequential damage suffered by the Tenant(s) or his invitees within or about the premises or upon adjacent areas.

Provisos. Re-entry 9.1 If and whenever at any time during the Term Term: (a) the Rent Rents (or any of them or any part of it is outstanding thereof) shall be in arrear and unpaid for fourteen (14) 21 days after becoming due payable (whether formally demanded or not not), or (b) there shall be any material breach non-performance or non-observance by the Tenant shall pay to the Landlord interest on the rent payable at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately covenants and conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term contained in this Lease, or (c) the Tenant shall forthwith upon the expiration being an individual (or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or being more than one individual any part thereof is: - damaged or destroyed by one or more of them) becomes bankrupt or (being a company) enters into liquidation whether compulsory or voluntary (save for the Insured Risks; purpose of amalgamation or rendered nonreconstruction of a solvent company) or has a receiver appointed of its undertaking or (in either case) enters into an arrangement or composition for the benefit of its creditors the Landlord may at any time thereafter (and notwithstanding the waiver of any previous right of re-operational or inaccessible for any reason including road improvements and/or construction, so that entry) re-enter the Premises or of any part thereof is rendered unfit for occupation or use in the Landlord shall allow to the Tenant a total or proportionate abatement name of the Rent hereby reserved as whole and thereupon the case Term shall absolutely cease and determine but without prejudice to any rights or remedies which may bethen have accrued to either party against the other in respect of any antecedent breach (including the breach in relation to which re-entry is made) of any of the covenants and conditions contained in this Lease 9.2 For all purposes in relation to this Lease the Net or Gross Internal Area of the Premises are to be measured in accordance with the R.I.C.S. Code of Measuring Practice Second Edition January 1987 (which includes space occupied by heating apparatus) or any subsequent amendment or substitution thereof 9.3.1. Each of the Tenant's covenants shall remain in full force both at law and in equity notwithstanding that the Landlord shall have temporarily waived or released temporarily any such covenantcovenant or waived or released temporarily or permanently revocably or irrevocably a similar covenant or similar covenants affecting other adjoining or neighbouring premises belonging to the Landlord 9.3.2. This Agreement embodies Notwithstanding the entire understanding acceptance of or demand for rent by the Landlord or any agent of the parties relating to the Premises and to all matters dealt Landlord with by knowledge of a breach of any of the provisions of this Agreement. Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally or by post, email to the addresses indicated covenants on the introduction clause part of the Tenant herein contained the Landlord's right to forfeit this Lease on the ground of such breach shall remain in force and the Tenant shall not in any proceedings for forfeiture be entitled to rely upon any such acceptance or to such other address demand as the recipient may have notified to the other party in writing. Proof of posting or dispatch shall be deemed to be proof of receipt.aforesaid as a defence

Provisos. If Provided always, and whenever during it is hereby agreed between the Term Parties as follows: A) The Landlord, at any time and from time to time, may sell, transfer, lease, assign or otherwise dispose of the Rent whole or any part of it is outstanding for fourteen (14its interest in the Leased Premises. B) days after becoming due whether formally demanded or not If during the Tenant shall pay to the Landlord interest on the rent payable at the Interest Rate until payment in full. No liability shall attach in respect term of any breach of any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occursrenewal, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Leased Premises or any part thereof is: - shall be destroyed or damaged by fire or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that elements then the following provisions shall apply: i) If the Leased Premises or any part thereof is rendered in the opinion of the Landlord, so badly damaged as to be unfit for occupation occupancy, and as to be incapable of being repaired with reasonable diligence within one year of the happening of such damage, then the term hereby granted shall cease and be at an end to all intents and purposes from the date of such damage or use destruction, and Tenant shall immediately surrender the same and yield possession of the premises to the Landlord, and the rent from time of such surrender shall be apportioned. C) It is agreed that no sign, advertisement or notice shall be inscribed, painted or affixed by the said Tenant on any part of the outside or inside of the Leased Premises whatsoever, unless of such manner, colour, size and style and in such places upon or in said Leased Premises as shall be first consented to in writing by the Landlord and, furthermore, the Tenant, on ceasing to be Tenant of the demised premises, will before removing his goods and fixtures from the said premises, cause any sign as aforesaid to be removed or obliterated at his own expense and in a workmanlike manner to the satisfaction of the Landlord. D) No condoning, excusing or overlooking by the Landlord or the Tenant of any default, breach or non-observance by the Landlord or the Tenant at any time in respect of any provision of this Lease shall operate as a waiver of the Landlord’s or Tenant’s rights hereunder in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by the Landlord or the Tenant save only express waiver in writing. E) The Landlord shall not, in any event whatsoever, be liable or responsible in any way for any personal injury or death that may be suffered or sustained by the Tenant, any employee of the Tenant or any other person who may be on the Leased Premises because of the Tenant, or for any loss of or damage or injury to any goods and chattels whatsoever belonging to the Tenant, his employees or any other person while such goods and chattels are on the Leased Premises and, in particular, the Landlord shall allow not be liable for any damage to any goods and chattels caused by fire, explosion or from any gas, steam, water, rain or snow which may leak into, issue or flow from any part of the Leased Premises or adjoining premises or from the water, sprinkler or drainage pipes or plumbing works of the buildings or from any other place or quarter or from any damage caused by or attributable to the condition or arrangement of any electrical or mechanical equipment or other utility; provided, however, that such non-liability of the Landlord shall in no event extend to the direct, primary and approximate results of the negligent, reckless or willful conduct of the Landlord, his agents, employees or representatives. F) In addition to the rights of the Landlord herein contained, if the Tenant shall be in default of any obligation under this Lease, the Landlord may perform such obligation on account of the Tenant and the Landlord shall not be liable for any loss or damage to the Tenant a total or proportionate abatement in so remedying the default of the Rent Tenant. Any expense incurred by the Landlord in accordance with this paragraph shall be paid to the landlord forthwith on demand, and the Landlord, in addition to any other rights, shall have the same remedies and may take the same steps for the recovery of all such sums as if they were rent in arrears. All arrears of rent and any monies paid by the Landlord hereunder shall bear interest at the Stipulated Rate of Interest from the time such sums become due until paid to the Landlord. G) The Tenant covenants and agrees with the Landlord that the Tenant will not register this Lease in this form in the Land Registry Office. If the Tenant desires to make a registration for the purpose only of giving notice of this Lease, then the parties hereto shall, contemporaneously with the execution of this Lease, execute a form of notice of lease sufficient to permit registration under the Land Titles Act. H) If the term hereby reserved granted shall be at any time seized or taken in execution or attachment, by any creditor of the Tenant, or if the Tenant shall make an assignment for the benefit of creditors, or becoming bankrupt or insolvent shall take the benefit of any Act that may be in force for bankrupt or insolvent debtors, the then current rent, together with the rent for three months thereafter, shall immediately become due and payable, all subject to the provisions of the Commercial Tenancies Act, as amended. I) Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender, and words importing persons shall include firms and corporations and vice versa. The headings to the clauses in this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Lease or of any provisions hereof. J) This Lease and everything herein contained shall extend to, bind and enure to the benefit of the heirs, executors, administrators, successors and assigns (as the case may be. Each ) of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. This Agreement embodies the entire understanding each of the parties relating hereto. All obligations herein contained shall be deemed joint and several, and all rights and powers reserved to the Premises and to all matters dealt with Landlord may be exercised by either the Landlord or his agents or representatives. K) That any notice which either of the provisions parties is required or permitted to give pursuant to any provision of this Agreement. Any notice or communication under or in connection with this Agreement shall Lease shall, if intended for the “Tenant” be given in writing and shall be delivered personally left at the Leased Premises or mailed by post, email registered mail addressed to the addresses indicated on Tenant at the introduction clause herein Leased Premises, and if intended for the Landlord, in writing left at the premises of the Landlord at: Haldimand County Attention: Manager, Support Services ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Cayuga, Ontario N0A 1E0 or to such other address as the recipient may have notified mailed by registered mail addressed to the other party in writing. Proof of posting or dispatch Landlord at the said address and such notice shall be deemed to have been given at the time it was delivered or mailed as the case may be. L) All payments required to be proof made by the Tenant shall be made payable to: Haldimand County Finance Division ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Cayuga, Ontario N0A 1E0 or to such agent or agents of receiptthe Landlord or at such other place as the Landlord shall direct in writing from time to time. M) No amendment or modification may be made to this Lease except by instrument in writing signed by the Landlord and the Tenant. N) The Schedules to this Lease form part of this Lease. O) There is no representation, warranty or condition affecting the Leased Premises, or this Lease, or supported by this Lease other than as expressed in this Lease. P) This Lease does not in any way or for any purpose make the Landlord a partner of the Tenant in the conduct of its business or otherwise or a member of a joint venture or joint enterprise with the Tenant. Q) This Lease shall be construed in accordance with the laws of the Province of Ontario. R) Time shall be of the essence of this Lease.

Provisos. 7.1 If and whenever during the Term the Rent or Lessee is in breach of its obligations under this Lease any part of it money due under this Lease is outstanding for fourteen (14) 14 days after becoming due whether formally demanded or not the Tenant shall pay pursuant to the Landlord interest on covenants in this Lease the rent payable Lessor may re-enter the Demised Premises at any time (and even if any previous right of re-entry has been waived) and then the Interest Rate until payment in full. No liability Term shall attach absolutely cease but without prejudice to any rights or remedies that may have accrued to the Lessor against the Lessee in respect of any breach of covenant or any positive covenant (other than covenants for term of this Lease including the payment breach in respect of Rent) which the re-entry is made PROVIDED ALWAYS that notice of contemplation of re-entry shall be first served on any registered mortgagee and no re-entry shall be effected until the part expiry of 28 days after the Landlord or the Tenant contained or implied in this Agreement so long as they are prevented from performing the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach service of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay to the Landlord such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord shall have temporarily waived or released any such covenant. notice 7.2 This Agreement Lease embodies the entire understanding of the parties relating to the Demised Premises and to all matters dealt with by any way of the provisions of this Agreement. Any notice Lease 7.3 The Lessee acknowledges that this Lease has not been entered into wholly or communication partly in reliance on any statement or representation made by or on behalf of the Lessor except any such statement or representation made by or on behalf of the Lessor or any such statement or representation expressly set out in this Lease except any such statement or representation made in writing by or on behalf of the Lessor to any enquiry or matter raised in correspondence by or on behalf of the Lessee 7.4 Whilst the Lessor is a limited company or other corporation all licences consents approvals and notices required to be given by the Lessor shall be sufficiently given if given under the hand of the director or the secretary or other duly authorised officer of the Lessor 7.5 The provisions of the Law of Property ▇▇▇ ▇▇▇▇ Section 196 as amended by the Recorded Delivery Service ▇▇▇ ▇▇▇▇ shall apply to the giving and service of all notices and documents under or in connection with this Agreement shall be Lease except that in writing Section 196 the final words of Section 196(4) “and shall be delivered personally or by post, email to the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other party in writingthat service . Proof of posting or dispatch shall be deemed to be proof of receipt. .

Provisos. If Provided always and whenever it is hereby agreed that: (a) In the case without the written consent of the Town, the Lands shall become and remain vacant or not used for a period of fifteen (15) days while the same are suitable for use by the Licensee, or in case the Term hereby granted or any of the goods and chattels of the Licensee be at any time seized or taken in execution or in attachment by any creditor of the Licensee or the Licensee shall make any assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any Act now or hereafter in force for bankrupt or insolvent debtors or any order shall be made for the winding-up of the Licensee, then and in every such case, the Licensee shall be in default. Should the foregoing default occur and not be rectified by the Licensee in an adequate and timely manner to the satisfaction of the Town, acting reasonably, the then current month’s License Fee and the next ensuing three months’ License Fee shall immediately become due and payable, and the taxes (if levied) for the current year (to be calculated at the rate of the previous year plus ten percent if the rate shall not have been fixed for the current year) hereinafter referred to as “Accelerated License Fee” shall immediately become due and payable. The Town, at any time after it has notified the Licensee of the default and the Licensee has failed to cure the default within fifteen (15) days, may re-enter the Lands, and repossess the Lands in its former state as though the Licensee were holding over after the expiration of the Term or any Renewal Term and the Term or any Renewal Term shall, at the option of the Town, become forfeited, and Accelerated License Fee including taxes shall be recoverable by the Town as License Fee in arrears the Licensee shall remain liable under this license and the Town shall not be obliged to purchase any of the Improvements placed on the Lands by the Licensee which Improvements shall, at the Town’s unfettered discretion be left upon the Lands or removed in a good and workmanlike manner and the land restored, all at the expense of the Licensee and without Town contribution, all as herein provided. (b) Notwithstanding the benefit of any present or future statute taking away or limiting the Town’s right of distress, none of the goods and chattels of the Licensee on the Lands at any time during the Term the Rent or any part Renewal Term shall be exempt from levy by distress for License Fees in arrears (c) The Licensee shall from time to time at the request of it is outstanding the Town produce to the Town satisfactory evidence of the due payment by the Licensee of all payments required to be made by the Licensee, pursuant to the provisions of this license (d) If the Licensee defaults in the payment of the License Fee, and the default continues for fourteen fifteen (1415) days after becoming due whether formally demanded or not the Tenant shall pay written notice of it to the Landlord interest on Licensee by the rent payable Town, or if the Licensee defaults in the observance or performance of any covenant or agreement in this license and the default continues for fifteen (15) days without the Licensee having taken substantive action to rectify such default in a manner satisfactory to the Town in its unfettered discretion, acting reasonably, the Term or any Renewal Term shall at the Interest Rate until payment in full. No liability shall attach in respect of any breach of any positive covenant (other than covenants for the payment of Rent) on the part option of the Landlord or Town, terminate and the Tenant contained or implied in this Agreement so long as they are prevented from performing Licensee shall vacate and surrender the covenant by statutory restrictions, non-availability of labour or materials or matters beyond their control except that if breach of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before the expiration or sooner determination of the Term the Tenant shall forthwith upon the expiration or sooner determination of the Term pay Lands to the Landlord Town, but the Licensee shall not thereby be relieved of its obligations pursuant to this license but which shall survive such an amount as is necessary to remedy the breach. If termination and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved as the case may be. Each of the Tenant's covenants shall remain in full force notwithstanding that the Landlord and effect. The Town shall have temporarily waived or released not be obliged to purchase any such covenant. This Agreement embodies the entire understanding of the parties relating to Improvements placed on the Premises Lands by the Licensee which Improvements shall, at the Town’s unfettered discretion be left upon the Lands or removed in a good and to workmanlike manner and the land restored, all matters dealt at the expense of the Licensee and without Town contribution, all in accordance with by any of the provisions of this Agreementagreement. (e) Upon termination of the Term or any Renewal Term the Town may immediately re-enter the Lands and remove all persons and property using any means permitted by law, and repossess the Lands. (f) Provided that the Town’s written consent shall first have been obtained, the granting or withholding of which consent shall be within the Town’s sole, unfettered and arbitrary discretion, the Licensee may erect, paint, display, maintain, alter, change or remove signs at such locations as are approved by the Town in writing All such signs shall be dignified in appearance. The Town in approving such signs shall have regard to their or its compliance with the Town’s sign by-law in effect from time to time and to its or their effect upon the aesthetic appeal of the Lands. Permitted signs shall serve only for identification purposes and not advertising and shall comply with the lawful requirements of governmental authority. They shall remain the property of the Licensee and shall be removed by them upon the termination of the Term or any Renewal Term hereby granted. The Licensee shall indemnify and save harmless and defend the Town against any loss, damage or injury caused to any person or thing directly, indirectly or consequentially, in whole or in part, the result of a sign’s presence on the Lands or of its installation. (g) Prior to any outside contractor retained by the Licensee being permitted access to the Lands, Club shall secure from such contractor and, if requested by the Town, shall deliver to the Town evidence satisfactory to the Town in its sole discretion acting reasonably that such contractor has adequate insurance and is registered with the Workplace Safety Insurance Board, all in accordance with the provisions, exceptions and exemptions of the Workplace Safety and Insurance Act as amended from time to time. (h) Whenever or wherever the approval of the Town is required pursuant to this Licence, the Town agrees to work expeditiously and respond to the Licensee as soon as reasonably practicable. (i) That the failure of the Town to insist upon a strict performance of any of the agreements, terms, covenants and conditions hereof shall not be deemed a waiver of any rights or remedies that the Town may have and shall not be deemed a waiver of any subsequent breach or default in any of such agreements, terms, covenants and conditions and the rights and remedies of the Town under this license, or otherwise available to it under law, may be exercised and enforced either concurrently or successively. (j) Any notice, letter, request or demand herein provided for or given hereunder shall be sufficiently given if delivered or mailed by registered mail addressed in the case of the Town, to: the Manager, Realty Services, Office of the Town Solicitor, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and to the Licensee at the Lands. Any notice mailed as aforesaid shall, except when there is an interruption of mail service due to strikes or communication under other job actions, be conclusively deemed to have been given upon delivery or, in the case of mailing, on the tenth business day following the day on which such notice is mailed as aforesaid. In the event that mail delivery is interrupted by strikes or in connection with this Agreement other job action, delivery shall be by personal delivery only. Either Town or Club may at any time give notice in writing and shall be delivered personally or by post, email to the addresses indicated on the introduction clause herein or to such other address as the recipient may have notified to the other or others of any change of address of the party in writing. Proof giving such notice from and after the giving of posting or dispatch such notice and address therein specified shall be deemed to be proof the address of receiptsuch party for the giving of such notices thereafter. (k) Provided further that should the Licensee remain in possession of the Lands after the end of the Term or any Renewal Term without the express written consent of the Town, it shall be as a monthly tenant at a monthly License Fee equal to one-twelfth of the then current annual License Fee payable in advance on the first day of each month and otherwise subject to all terms of this agreement insofar as they may be applicable to a monthly licensee. (l) This license shall be read with such changes in gender and number as the context may require and all schedules attached hereto shall form part of this agreement as if set out fully and contained within the body of this agreement. (m) All covenants, terms and conditions contained in this license shall be severable, and should any covenant, term or condition be declared invalid or unenforceable, such covenant, term or condition shall be severed from and deemed never to have been a part of this license and the validity and enforceability of the remaining covenants, terms and conditions shall not be affected thereby. (n) The Town Solicitor is hereby authorized to extend the time for closing this transaction and to make minor amendments that do not affect the substance of this License without further authorization by Council, providing time to remain of the essence. Any such extension or amendment shall only be made with both parties’ consent (o) This license shall extend to, enure to the benefit of, and be binding upon, the parties to it and their successors and permitted assigns, if any, as appropriate. (p) This license is conditional upon approval and ratification by resolution of Town of Oakville Town Council and execution of this license by the Mayor and Clerk, failing which it shall be null and void and of no legal effect. It is expressly understood and agreed that Town staff do not have authority to enter into this license and that negotiations with the Licensee, preparation, execution and delivery of this license by Town of Oakville staff shall not be deemed to be an offer and no agreement between the parties hereto shall arise or exist until confirmed and ratified by Town of Oakville Town Council as aforesaid. (q) The Licensee’s repair and indemnification covenants as herein provided shall survive and not merge on termination of the Term or any Renewal Term save and except that such covenants shall cease to apply with respect to any Improvements to the Lands purchased by the Town as hereinbefore provided. (r) Schedule “A” attached hereto forms part of this licence.

Provisos. IT IS AGREED AND DECLARED as follows:- 6.1 That if any rent or any part thereof or any other sum due under this Lease shall be unpaid for twenty one (21) days next after the same shall have become due (whether the same shall have been lawfully demanded or not) or if any covenant by the Tenant or condition contained in this Lease shall not be performed or observed by the Tenant the Landlord having given notice to the Tenant and their mortgagee of such breach and the breach not being rectified within a reasonable period of time then and in any such case it shall be lawful for the Landlord or any person or any persons authorised by it in that behalf at any time thereafter to re-enter the Property or any part in the name of the whole and thereupon this demise shall absolutely determine but without prejudice to the right of action of the Landlord in respect of any antecedent breach or non-observance by the Tenant of the covenants or conditions herein contained 6.2 That nothing contained in this Lease shall be deemed to create or evidence a building scheme and the Landlord shall be at liberty to sell or otherwise dispose of or deal with any part of the Building for the time being unsold for such purpose subject to the Landlord complying with paragraph 3 of Schedule 6 of this Lease 6.3 If and whenever during the Term the Rent Property or any part thereof or the access thereto are destroyed or damaged by an Insured Risk so as to render it unfit for occupation and use and if the insurance of the Building has not been vitiated by the act neglect default or omission of the Tenant or any one on the Property either expressly or by implication with the Tenant’s authority then the Rent or a fair proportion of it is outstanding according to the nature and extent of the damage sustained shall be suspended and cease to be payable until the Property or the access thereto have been reinstated so as to be fit for fourteen occupation and use (14) days the amount of such proportion and the period of suspension to be determined in the case of dispute by the Landlord’s surveyor acting as an expert) 6.4 No demand for acceptance of or receipt for rent by the Landlord after becoming due whether formally demanded or not notice has been received by it of any breach of covenant by the Tenant shall pay be or operate as a waiver wholly or partially of any such breach but any such breach shall for all purposes of this Lease be a continuing breach of covenant so long as any matter contrary to the terms of this Lease shall be subsisting and no person taking any estate or interest under the Tenant shall be entitled to set up any such demand for acceptance of or receipt for rent by the Landlord as defence in any action or proceedings by the Landlord 6.5 Nothing in this Lease or in any consent granted by the Landlord under this Lease is to imply or warrant that the Property may lawfully be used under the Planning Acts for any particular purpose 6.6 The Tenant acknowledges that this Lease has not been entered into wholly or partly in reliance on any statement or representation made by or on behalf of the Landlord except any such statement or representation expressly set out in this Lease 6.7 While the Landlord is a limited company or other corporation, any licence, consent, approval or notice required to be given by the Landlord is to be sufficiently given if given under the hand of a director, the secretary or other duly authorised officer of the Landlord 6.8 A notice under this Lease must be in writing and to ensure safe receipt should be given by hand or sent by first class registered post or recorded delivery. 6.9 A notice to the Landlord interest should be delivered or sent to the Landlord at its registered office address or at such address in Great Britain (if any) as the Landlord may from time to time notify the Tenant as the address to which notices under this Lease should be sent. 6.10 A notice to the Tenant should be delivered or sent to the Tenant at its address given in this Lease or at such other address in Great Britain (if any) as the Tenant may from time to time notify the Landlord as the address to which notices under this Lease should be sent 6.11 Unless it is returned to the sender undelivered, a notice sent by first class registered post or recorded delivery is to be treated as served on the rent payable third working day after posting whenever, and whether or not, it is received. ‘Working day’ means in this context any day from Monday to Friday inclusive except Christmas Day, Good Friday and any statutory bank or public holiday 6.12 If the receiving party consists of more than one person, a notice to one of them is notice to all 6.13 The Tenant agrees that any light and air over any adjacent or neighbouring land, or any building, on that land, is enjoyed by the Tenant with the consent of the Landlord which may be withdrawn at any time 6.14 The Tenant is not to be entitled to the Interest Rate until payment in full. No liability shall attach benefit of or the right to enforce or to prevent the release or modification of any covenant, agreement or condition entered into by any tenant of the Landlord in respect of any breach adjoining property of the Landlord except any positive covenant (other than covenants for the payment of Rent) on the part of the Landlord or tenants of any other Flats which are expressed to be made with the Tenant contained (amongst others), and for this purpose the Tenant may be identified by name, as a member of a class or implied as answering a particular description but need not be in this Agreement so long as they existence when those covenants are prevented from performing entered into 6.15 If any dispute arises between the covenant by statutory restrictions, non-availability of labour Tenant and the tenants or materials or matters beyond their control except that if breach occupiers of any positive covenant occurs, the Landlord or Tenant as the case may be shall remedy the breach immediately conditions permit and in the event of any breach on the part of the Tenant not having been remedied before Estate other than the expiration or sooner determination Property in connection with the Property and any other part of the Term Estate or arising out of or relating to this Lease, it is to be decided by the Tenant shall forthwith upon the expiration Landlord’s Surveyor or sooner determination of the Term pay to the Landlord in such an amount as is necessary to remedy the breach. If and whenever during the Term the Premises or any part thereof is: - damaged or destroyed by one or more of the Insured Risks; or rendered non-operational or inaccessible for any reason including road improvements and/or construction, so that the Premises or any part thereof is rendered unfit for occupation or use the Landlord shall allow to the Tenant a total or proportionate abatement of the Rent hereby reserved manner as the case may be. Landlord’s Surveyor directs 6.16 Each of the Tenant's ’s covenants shall is to remain in full force notwithstanding that both at law and in equity even if the Landlord shall have temporarily has waived or released that covenant, or waived or released any such covenant. This Agreement embodies the entire understanding similar covenant affecting any adjoining property of the parties relating Landlord. 6.17 The Landlord is not to be responsible to the Premises Tenant or to anyone at the Property or the Estate expressly or by implication with the Tenant’s authority for any accident happening or injury (other than death or injury caused by the Landlord’s negligence) suffered or for any damage to or loss of any chattel sustained in the Property or on the Estate. 6.18 If any term of this Lease is, in whole or in part, held to be illegal or unenforceable to any extent under any enactment or rule of law that term or part shall to that extent be deemed not to form part of this Lease and the enforceability of the remainder of this Lease shall not be affected. 6.19 Subject to all matters dealt with by any of the provisions of this Agreement. Any notice the Defective Premises ▇▇▇ ▇▇▇▇ the Landlord shall not be liable or communication under responsible for damage suffered by the Tenant or in connection with this Agreement shall be in writing and shall be delivered personally a visitor or employee of the Tenant or any other person to their person or goods by reason of the act neglect or default of any other tenant or occupier of the Estate or of the contractor employee or licensee of the other tenant or occupier or by post, email to reason of theft or otherwise from the addresses indicated on Property or any other part of the introduction clause herein Estate or to such other address as by reason of a defect in a fixture fitting pipe wire or staircase or the recipient may have notified to absence of lighting in or upon the other party in writing. Proof of posting Estate or dispatch shall be deemed to be proof of receipt.any part