Exhibit 10.23

MULTI TENANT OFFICE LEASE – (NET)

2725321 CANADA INC.

LANDLORD

and

PRIMERICA LIFE INSURANCE COMPANY OF CANADA

TENANT

LEASE

TABLE OF CONTENTS

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THIS LEASE is dated March 3, 2008 and is made

B E T W E E N:

2725321 CANADA INC.

(hereinafter called “Landlord”)

OF THE FIRST PART

– and –

PRIMERICA LIFE INSURANCE COMPANY OF CANADA

(hereinafter called “Tenant”)

OF THE SECOND PART

The following is a summary of some of the basic terms of this Lease, which are elaborated upon in the balance of this Lease. This Section 1 is for convenience and if a conflict occurs between the provisions of this Section 1 and any other provisions of this Lease, the other provisions of this Lease shall govern.

 Suite 406 - Ten (10) years and Three (3) months;

All Premises (excluding Suite 406)

Address for Service of Notice on Landlord:

c/o Bentall Real Estate Services LP, 10 Carlson Court, Suite 500, Etobicoke, Ontario M9W 6L2, Attention: VP, Property Management; with a copy to Landlord at:

c/o Bentall Investment Management LP, 55 University Avenue, Suite 300, Toronto, Ontario M5J 2H7, Attention: Director, Asset Management; and

c/o Bentall Real Estate Services LP, 2000 Argentia Rd, Plaza IV, Suite 320, Mississauga, Ontario, L5N 1W1, Attention: General Manager

Where used in this Lease, the following words or phrases shall have the meanings set forth in the balance of this Article.

2.1 “Additional Rent” shall have the meaning given to it in subsection 5.2(b).

2.2 “Alterations” shall have the meaning given to it in Section 10.2.

2.3 “Architect” means an independent, duly qualified architect, engineer, surveyor or quantity surveyor or other qualified Person appointed by Landlord, from time to time.

2.4 “Basic Rent” shall have the meaning given to it in subsection 1(f) hereof.

2.5 “Building” means the building in which the Premises are located.

2.6 “Building Standard” means the standard of the Building existing at the date hereof which the parties acknowledge is a first class standard for a building of such quality and age and in the location of the Building.

2.7 “Business Hours” means such business hours for the Project as determined by Landlord from time to time and which, unless otherwise determined by Landlord (acting as would a prudent landlord of a similar first-class office building in Mississauga), shall be from 7.30 a.m. to 6.00 p.m., Monday through Friday, excluding holidays, and subject to applicable Laws.

2.8 “Capital Taxes” means the amount determined by multiplying each of the “Applicable Rates” by the “Project Capital” and totalling the products. “Project Capital” is the amount of capital which Landlord determines, without duplication, is invested from time to time by Landlord, the owners or all of them, in doing all or any of the following: acquiring, developing, expanding, redeveloping and improving the Project. Project Capital will not be increased by any financing or refinancing (except to the extent that the proceeds are invested directly as Project Capital). An “Applicable Rate” is the capital tax rate specified from time to time under any statute of Canada and any statute of the Province which imposes a tax in respect of the capital of corporations. Each Applicable Rate will be considered to be the rate that would apply if none of Landlord or owners employed capital outside of the Province in which the Project is situate.

2.9 “Commencement Date” shall have the meaning given to it in subsection 1(c).

2.10 “Common Facilities” means:

Landlord, acting reasonably, shall have the right to designate, amend and re-designate the Common Facilities from time to time.

2.12 “Environmental Laws” means all statutes, laws, ordinances, codes, rules, regulations, orders, notices, guidelines, guidance notes, policies and directives, now or at any time hereafter in effect, made or issued by any local, municipal, provincial or federal government, or by any department, agency, board or office thereof, or by any board of fire insurance underwriters or any other agency or source whatsoever, regulating, relating to or imposing liability or standards of conduct concerning the natural or human environment (including air, land, surface water, groundwater and real and personal, moveable and immoveable property) (collectively, an “Authority”), public or occupational health and safety and the manufacture, importation, handling, use, reuse, recycling, transportation, storage, disposal, elimination and treatment of a substance, hazardous or otherwise.

2.13 “Excess Costs” shall have the meaning given to it in Section 7.2.

2.14 “Expiry Date” shall have the meaning given to it in subsection 1(e).

2.15 “Financial Covenant” shall have the meaning given to it in Section 14.1(c)(i).

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2.16 “Hazardous Substance” means any solid, liquid, gas, sound, vibration, ray, heat, radiation, odour, or any other substance or thing or mixture of them which alone, or in combination, or in certain concentrations, is or are flammable, corrosive, reactive or toxic or which might degrade or alter (or form part of the process thereof) the quality of the environment or cause adverse effects or be deemed detrimental to living things or to the environment or which is or are likely to affect the life, health, safety, welfare or comfort of human beings or animals or cause damage to or otherwise impair the quality of soil, vegetation, wildlife or property, including, but not limited to: bio-medical waste; any radioactive materials; explosives; mold, mildew, mycotoxins or microbial growths; urea formaldehyde; asbestos; polychlorinated biphenyl; pesticides or any other substances declared to be hazardous or toxic under any Environmental Laws or any other substance the removal, manufacture, preparation, generation, use, maintenance, storage, transfer, handling or ownership of which is subject to Environmental Laws.

2.17 “Landlord’s Parties” shall mean Landlord’s agents, managers and management companies, servants, agents, employees and those for whom Landlord and Landlord’s managers and management companies, servants, agents, and employees are in law responsible.

2.18 “Landlord’s Work” has the meaning given to it in Schedule “D” attached hereto.

2.19 “Lands” means the lands described in Schedule “A”.

2.20 “Last Year’s Rent” means the Rent payable for the period of the last twelve (12) months of the Term.

2.21 “Laws” means all statutes, regulations, by laws, orders, rules, requirements and directions of all federal, provincial, municipal and other governmental authorities and other public authorities having jurisdiction and includes Environmental Laws.

2.22 “Leasable Areas” means all areas and spaces of the Project to the extent designated or intended from time to time by Landlord to be leased to tenants, whether leased or not, but excluding the following, to the extent the same may exist from time to time, and whether or not the same are leased from time to time or all the time: Storage Areas, the Parking Facilities, and service areas and facilities which may be leased or licensed from time to time, and temporary and moveable units such as booths, pushcarts and the like.

2.23 “Lease” means this Lease, including all schedules attached hereto.

2.24 “Leasehold Improvements”, where used in this Lease, includes without limitation, all fixtures, improvements, installations, alterations and additions from time to time made, erected or installed in or about the Premises, including any of the same which pre-exist this Lease, and including all telecommunications and computer and other technology wiring, conduits and the like (located in and/or serving the Premises), and all supplemental heating, ventilating air conditioning and humidity control (“HVAC”) equipment, and includes all cabling, conduits, connections and attachments associated therewith (located in and/or serving the Premises) as well as the following, whether or not any of the same are in fact Tenant’s fixtures or trade fixtures and whether or not they are easily disconnected and moveable: doors, partitions and hardware; mechanical, electrical and utility installations; carpeting (save for area rugs), other floor and window coverings; HVAC equipment; lighting fixtures (save for specialty light fixtures, which, if removed by Tenant, shall be replaced by Tenant with base building lighting); built in furniture and furnishings; counters in any way connected to the Premises or to any utility services located therein. The only exclusions from “Leasehold Improvements” are free standing furniture, trade fixtures, equipment not in any way connected to the Premises or to any utility systems located therein and, notwithstanding the immediately foregoing, furniture systems.

2.25 Intentionally deleted.

2.26 “Liabilities” shall have the meaning given to it in Section 13.5 hereof.

2.27 “Management Fee” shall mean:

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For greater certainty, the Management Fee shall be estimated by Landlord for each fiscal year during the balance of the Term following the fifth (5^th) anniversary of the Commencement Date using the above-referenced formula.

2.28

Without in any way limiting the generality of the foregoing, Operating Costs shall include all costs in respect of the following:

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2.29 “Parking Facilities” means any parking areas and facilities and any other similar service areas and facilities located on the Lands and serving the Project.

2.30 “Permitted Transfer” has the meaning given to it in subsection 14.1(c) and “Permitted Transferee” has a corresponding meaning.

2.31 “Person” means any Person, firm, partnership or corporation, or any group or combination of Persons, firms, partnerships or corporations.

2.32 “Premises” shall have the meaning given to it in subsection 1(a), approximately as shown hatched on the floor plans attached hereto as Schedule “B”. The purpose of Schedule “B” is to show the approximate location of the Premises and the contents thereof are not intended as a representation of any kind as to the precise size or dimensions of the Premises or any other aspects of the Project. The Rentable Area of the Premises is as estimated in subsection 1(g). The Premises shall include, without limitation, all Leasehold Improvements and the interior faces of permanent walls (including entrance and exit doors) and windows and all services, equipment and systems located in the Premises, including all services which exclusively serve the Premises and which are located within the Premises, but excluding base building services which serve Leasable Areas in the Building other than the Premises, but which run through the Premises (“Base Building Services”). The Premises shall extend from the top surface of the structural sub-floor to the bottom surface of the structural ceiling, subject to the exclusion for Base Building Services, and excluding, for clarification, the exterior faces of the perimeter walls and windows.

2.33 “Prime Rate” means the rate of interest known as the prime rate of interest charged by Landlord’s bank in Toronto which serves as the basis on which other interest rates are calculated for Canadian dollar loans in Ontario from time to time.

2.34 “Project” means the Lands, the Building and all other buildings, structures, improvements, equipment and facilities of any kind erected or located thereon from time to time.

2.35 “Proportionate Share” means a fraction which has as its numerator the Rentable Area of the Premises and which has as its denominator the aggregate Rentable Area of Leasable Areas within the Project or Building or such portion or portions thereof to which Landlord, acting reasonably and equitably, shall allocate such items of which Tenant is required to pay the Proportionate Share, all as determined by Landlord, acting reasonably and equitably, subject to adjustment pursuant to Section 7.2(b). For the purpose of determining the denominator as aforesaid, the Rentable Area of all Leasable Areas within the Project or Building shall be determined in the same manner as the Rentable Area of the Premises as set forth in Section 2.38 below.

2.36 “Realty Taxes” means all taxes, rates, duties, levies, fees, charges, local improvement rates (provided such local improvement rates are to be calculated as if Landlord had elected to defer payment over the greatest period permitted by law and/or the local taxing authority), imposts charges, levies and assessments whatever, including school taxes, water and sewer taxes, extraordinary and special assessments and all rates, charges, excises or levies, whether or not of the foregoing nature (collectively “Taxes”), and whether municipal, provincial, federal or otherwise, which may be levied, confirmed, imposed, assessed, charged or rated against the Project or any part thereof or any furniture, fixtures, equipment or improvements therein, or against Landlord in respect of any of the same or in respect of any rental or other compensation receivable by Landlord and/or the owners of the Project in respect of the same, including all of such Taxes which may be incurred by or imposed upon Landlord and/or the owners of the Project or the Project in lieu of or in addition to the foregoing including, without limitation, any Taxes on real property rents or receipts as such (as opposed to a tax on such rents as part of the income of Landlord), any Taxes based, in whole or in part, upon the value of the Project, any commercial concentration or similar levy in respect of the Project. For clarification, Realty Taxes shall not include any taxes personal to Landlord such as income tax, inheritance tax, gift tax or estate tax nor shall Realty Taxes include any penalties or fines incurred as a result of Landlord’s late payment of same, provided Tenant has in fact remitted such Realty Taxes as and when required hereby and provided same are not being bona fide contested and/or withheld by Landlord.

2.37 “Rent” shall have the meaning given to it in Section 5.1.

2.38 “Rentable Area” means, in the case of the Premises or any other premises included in the Rentable Area of the Building or Project, the area expressed in square feet, as calculated by an Architect, of all floors of such premises, determined in accordance with the American National Standard for Measuring Floor Area in Office Buildings in effect from time to time. It is acknowledged that the Rentable Area of the Premises or the Building or any other space may be adjusted from time to time to reflect any alteration, expansion, reduction, construction or relocation. For clarity, notwithstanding the foregoing, for the purposes of calculating the Rentable Area of the Premises and Tenant’s Proportionate Share, Landlord shall use the ANSI/BOMA Z65.1-1980 measurement standard.

2.39 Intentionally deleted.

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2.40 “Sales Taxes” means all goods and services, business transfer, multi-stage sales, sales, use, consumption, value-added or other similar taxes imposed by any federal, provincial or municipal government upon Landlord or Tenant in respect of this Lease, or the payments made by Tenant hereunder or the goods and services provided by Landlord hereunder including, without limitation, the rental of the Premises and the provision of administrative services to Tenant hereunder.

2.41 “Storage Areas” means all areas, if any, as designated by Landlord from time to time to be used for storage purposes.

2.42 Intentionally Deleted.

2.43 “Tenant’s Parties” shall mean any Transferee or any of Tenant’s or Transferee’s servants, agents, employees, invitees, licensees, sub tenants, concessionaires, contractors or Persons for whom Tenant or the Transferee or any of them are in law responsible.

2.44 Intentionally deleted.

2.45 “Term” shall have the meaning given to it in subsection 1(b) hereof.

It is the intent of the parties hereto that, except as expressly herein set out, this Lease be a lease that is absolutely net to Landlord, and that Landlord shall not be responsible for any expenses or obligations of any kind whatsoever in respect of or attributable to the Premises or the Project.

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises.

Subject to the Landlord’s repair and maintenance obligations expressly set out herein, Tenant accepts the Premises in the state and condition in which they are received from Landlord “as is”, and occupancy of the Premises by Tenant shall be conclusive evidence against Tenant that, at the time Tenant assumed occupancy, the Premises were in good order and satisfactory condition and that Tenant has accepted the Premises “as is”.

Subject to all other relevant provisions of this Lease, Landlord grants to Tenant the non-exclusive licence during the Term to use for their intended purposes, in common with others entitled thereto, such portions of the Common Facilities as are reasonably required for the use and occupancy of the Premises for their intended purpose during Business Hours and such other hours, if any, as the Common Facilities are open for use, as reasonably determined by Landlord from time to time.

        Subject to all of the terms of this Lease and subject to Tenant’s paying all Rent and performing all obligations whatsoever as and when the same are due to be paid and performed by Tenant, Tenant may peaceably possess and enjoy the Premises for the Term without interruption by Landlord or any Person claiming by, from or under Landlord. Subject to Landlord’s rules and regulations and security requirements in effect from time to time, and further, subject to force majeure and requirements to maintain, repair and/or replace the Project; where applicable Laws or governmental authorities require the closure of all or part of the Building to effect same, Tenant shall be provided access to the Premises twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days each year. To the extent possible under the circumstances, Landlord shall use commercially reasonable efforts to complete its obligations under this Lease for maintenance, repair and/or replacement of the Project as quickly and diligently as is commercially reasonably possible and so as to minimize interference with Tenant’s business on the Premises. For greater certainty, the provisions of the proceeding sentence shall not apply in case of a real or perceived emergency.

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By the Commencement Date, Tenant shall fixture the Premises and commence business thereon.

Tenant shall pay in lawful money of Canada at par at such address as shall be designated from time to time by Landlord Basic Rent and Additional Rent (all of which is herein sometimes referred to collectively as “Rent”) as herein provided without any deduction, set-off or abatement whatsoever, Tenant hereby agreeing to waive any rights it may have pursuant to the provisions of Section 35 of the Commercial Tenancies Act (Ontario) or any other statutory provision to the same or similar effect and any other rights it may have at law to set-off. On the Commencement Date and the first day of each year thereafter and at any time when required by Landlord, Tenant shall deliver to Landlord as requested by Landlord either post dated cheques or a requisition for a pre-authorized debit from Tenant’s bank account in such form as reasonably required by Landlord, for all payments of Basic Rent and estimates by Landlord of Additional Rent or any portions thereof payable during the balance of such fiscal period. Notwithstanding the foregoing, so long as Tenant is Primerica Life Insurance Company of Canada or a Permitted Transferee, the proceeding sentence shall not apply and it is agreed and understood that Landlord shall not be entitled, nor have the right to request that Tenant pay Basic Rent or Additional Rent by way of either post-dated cheques or pre-authorized debit from Tenant’s account during the Term or any extension term(s).

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Landlord shall have the right to require Tenant to pay Realty Taxes and any other taxes which are Tenant’s responsibility as set out herein to the relevant taxing authority or Landlord shall have the right to pay any such Realty Taxes or other taxes directly to such taxing authority without thereby affecting Tenant’s obligation to pay or contribute to such Realty Taxes or other taxes. To the extent Realty Taxes are actually received by Landlord from Tenant, and subject to Landlord’s rights herein to be able to contest or withhold same, Landlord shall pay same to the relevant taxing authority.

Tenant shall pay to Landlord or the relevant taxing authority, as required by Landlord, all Realty Taxes levied, confirmed, imposed, assessed or charged (herein collectively or individually referred to as “charged”) against

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or in respect of the Premises and all furnishings, fixtures, equipment, improvements and alterations in or forming part of the Premises, and including, without limiting the generality of the foregoing, any such Realty Taxes charged against the Premises in respect of Common Facilities.

Whether or not there is a separate bill for Realty Taxes charged against the Premises or a separate assessment, the Realty Taxes charged against the Premises shall be determined by Landlord (acting reasonably and equitably) and the cost of making such determination shall be included in Operating Costs. In making such determination Landlord shall have the right, but not the obligation, to allocate Realty Taxes to the Premises and all other portions of the Project by using such criteria as Landlord, acting reasonably and equitably (it being understood and agreed that, without limiting the generality of the foregoing, it shall be equitable for a higher or lower proportion of the overall Realty Taxes for the Project to be allocated to Tenant if so determined by the relevant assessing authorities or as a result of the tax classification of, or use of the Premises by, Tenant) in consultation with Landlord’s third party tax consultant, shall determine to be relevant including, without limitation:

Notwithstanding any other contrary provisions of this Lease, if, at any time during a fiscal period, any part of the Project is not one hundred percent (100%) occupied, the Realty Taxes shall be allocated by Landlord to the Building(s), the Common Facilities and the other components of the Project without regard to any credits which may be received or receivable by Landlord in respect of any vacant premises within the Project and without regard to any reduced tax rate for such vacant premises. Landlord may use an expert to assist it in making such determination and allocation and all cost incurred in so doing shall be included in Operating Costs.

Tenant shall promptly deliver to Landlord forthwith upon Tenant’s receiving the same:

On or before the expiry of each fiscal period, Tenant shall provide to Landlord evidence satisfactory to Landlord that all Realty Taxes and business taxes, if any, payable by Tenant directly to the taxing authority pursuant to the terms hereof up to the expiry of such fiscal period, including all penalties and interest resulting from late payment of Realty Taxes and business taxes, have been duly paid.

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Tenant shall pay to Landlord the Proportionate Share of Operating Costs.

additional costs in the nature of Operating Costs, such as, without limitation, costs of: insurance (including insurance increases incurred by tenants of the Project ); utilities; security; janitorial; HVAC and/or waste disposal, are incurred in excess of the costs which would otherwise have been incurred for such items, then Landlord shall have the right, but not the obligation, to determine such excess costs on a reasonable basis (“Excess Costs”) and require Tenant to pay such Excess Costs, plus fifteen percent (15%) of the amount thereof.

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Tenant shall install and maintain in the Premises at all times during the Term trade fixtures, furnishings and equipment at least equal to Building Standard.

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The inclusion of the foregoing provisions of this Section 8.5 shall not be deemed to be a covenant, representation or warranty of Landlord that any of the foregoing activities will not be authorized by Landlord to be conducted on any part of the Project.

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Tenant shall not allow any refuse, garbage or any loose, objectionable material to accumulate in or about the Premises or the Project. Tenant at its expense shall at all times comply with Landlord’s reasonable rules and regulations regarding the separation, removal, storage and disposal of waste for the Premises. Landlord shall have the option to take over the function of separating, removing and/or disposing of the waste and the cost to Landlord of same shall be included in Operating Costs. Tenant shall be responsible for all costs of removal of waste from the Premises other than costs of routine waste removal included in Operating Costs.

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Tenant shall not utilize any telephone, data or other network and telecommunications services (collectively,

“Telecom Services”) which require the installation of any wiring or other connections or transmission services between the Premises and any other part of the Project, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, it being acknowledged that it shall be reasonable for Landlord to withhold its consent where both: (a) Tenant requires riser or conduit space which is in addition to its existing allotment and there is insufficient space within the Building’s risers and/or conduits to accommodate such additional Telecom Services which Tenant requires; and (b) Tenant’s Telecom Services needs cannot be reasonably accommodated in another manner (it being hereby acknowledged and confirmed that any such accommodations which may be required shall be at Tenant’s sole cost and expense; further, Landlord and Tenant shall each co-operate with each other and use their reasonable efforts to arrive at a suitable accommodation). Notwithstanding the foregoing, Landlord hereby consents to Tenant’s existing Telecom Services and also consents to the expansion of same to service Suite 406, At Landlord’s option, any third party telecommunications service provider which is not already providing services to other tenants of the Project shall, as a condition to being permitted to provide such service to the Premises, enter into a licence agreement with Landlord on Landlord’s standard form, entitling such party to connect to or transmit to or from the Premises. Landlord, at its option, may require such third party telecommunications service provider to pay a licence fee to Landlord in an amount determined by Landlord acting reasonably. Any costs incurred by Landlord in documenting such agreement shall be paid for by Tenant, as Additional Rent on demand. If any Telecom Services installed or used by any Person in the Premises, or installed or used by Tenant or any Tenant’s Parties in the Project are determined by Landlord to be interfering with any other Telecom Services in the Project, Tenant and Landlord shall cooperate as may be necessary to cease such interference.

All deliveries to and from the Premises, and loading and unloading of goods, merchandise, refuse, materials and any other items, shall be made only by way of such driveways, access routes, doorways, corridors and loading docks as Landlord may from time to time reasonably designate and shall be subject to all applicable reasonable rules and regulations made by Landlord from time to time pursuant to this Lease.

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Landlord shall have the right, to be exercised by written notice to Tenant, to require that Landlord be the exclusive supplier, at Tenant’s expense, of such materials or services for Tenant in respect of the Premises and the Project not otherwise expressly provided for in this Lease as Landlord may designate from time to time and as would be typical for a landlord of a similar project to provide (“Services”) including, without limitation, any work to be completed on the roof, replacement of tubes, bulbs and ballasts; waste removal; any services requiring drilling or otherwise penetrating floors, weight-bearing walls and ceiling slabs; and locksmithing and security arrangements (provided that in no event shall Landlord be the exclusive supplier for general contracting services in connection with Tenant’s construction and installation of Leasehold Improvements, save and except in the case of Major Alterations as expressly provided herein). Any Services provided by Landlord pursuant hereto shall be reasonably competitive in the marketplace for comparable services, comparably provided. If Landlord does not require that it be the supplier of Services, only Persons approved by Landlord, acting reasonably, may supply Services to Tenant and the provision of such Services by such Persons shall be subject to reasonable rules and regulations established by Landlord from time to time.

At all times throughout the Term, Tenant, at its sole expense, shall perform or cause to be performed as required hereby such maintenance, decoration, repairs and replacements and upgrading to keep the Premises and all the contents thereof to Building Standard, and in accordance with all Laws, but excluding only the obligations of Landlord expressly provided in Section 10.6 hereof and reasonable wear and tear as would be permitted by a prudent owner which in any event does not detract from the overall Building Standard of the Premises or the function of any systems, facilities or improvements therein. For the purposes of this Section 10.1 only, Premises shall not include building standard washrooms, utility rooms and base Building mechanical and electrical systems, whether or not located within the Premises.

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Notwithstanding anything contained in the foregoing to the contrary, provided Tenant is Primerica Life Insurance Company of Canada and/or a Permitted Transferee, the provisions of subsection 10.2(d)(ii) shall not apply.

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Upon becoming aware of same, Tenant shall give reasonably prompt written notice to Landlord of any accident, defect, damage or deficiency in any part of the Premises or the Project, notwithstanding that Landlord may have no obligation in respect of the same. The provisions of this Section 10.3 shall not be interpreted so as to imply or impose any obligation whatsoever upon Landlord.

All Leasehold Improvements in the Premises (whether pre-existing on the Delivery Date, installed by Tenant or by Landlord on Tenant’s behalf) are, and shall forthwith upon the installation thereof become (as the case may be), the absolute property of Landlord without compensation therefor and without Landlord’s having or thereby accepting any responsibility in respect of the maintenance, repair or replacement thereof, all of which shall be Tenant’s responsibility.

Tenant shall make all such payments and take all such steps as may be necessary to ensure that no lien or other charge or claim therefor or certificate of action in respect thereof (any of which is herein referred to as “Lien”) is registered against the Project or any portion thereof or against either Landlord’s or Tenant’s interest therein as a result of any work done for, or services or material supplied to, Tenant, or in respect of the Premises. Tenant shall cause any such registrations to be discharged or vacated immediately after notice from Landlord, or within ten (10) days after registration, whichever is earlier.

Tenant shall indemnify and save harmless Landlord from and against any liabilities, claims, liens, damages, costs or expenses, including legal expenses, arising in connection with any work done for or services or materials supplied to Tenant or in respect of the Premises.

If Tenant permits any such lien registration or fails to cause any such registration to be discharged or vacated as aforesaid then, in addition to any other rights of Landlord, Landlord may, but shall not be obliged to, discharge or vacate the same by paying into court the amount claimed to be due together with any other amounts and all amounts so paid and all costs incurred by Landlord, including legal fees and disbursements, in thus arranging for the discharging or vacating of any such Lien shall be paid by Tenant to Landlord forthwith upon demand together with reasonable compensation to Landlord for administration in respect thereof.

Subject to the provisions of Article 12 herein, and subject to Tenant’s obligations hereunder, Landlord shall repair and/or replace, as the case may be, to the extent required to maintain Building Standard: (a) the structure and exterior walls of the Building; (b) the transportation, electrical, mechanical and drainage equipment and base Building systems forming part of the Project (including base Building systems located within the Premises and Common Facilities of the Project); (c) Common Facilities and (d) Building standard washrooms, whether or not located within Leasable Areas. Landlord’s costs of compliance with this Section 10.6 shall be included in Operating Costs to the extent provided in the definition thereof.

Forthwith upon the expiry or earlier termination of the Term, Tenant shall peaceably deliver to Landlord vacant possession of the Premises in Building Standard condition and otherwise in the condition in which Tenant is required to keep the Premises during the Term pursuant hereto (subject to Sections 11.3 and reasonable wear and tear as would be permitted by a prudent owner which in any event does not detract from the overall Building Standard of the Premises or the function of any systems, facilities or improvements therein) and shall leave the Premises in a neat, clean and broom swept condition and Tenant shall deliver to Landlord all keys for the Premises and all keys or combinations to locks on doors, safes or vaults in the Premises.

        Provided Tenant is not in default hereunder, Tenant shall, at the expiry or earlier termination of the Term, remove its trade fixtures and all other personal property from the Premises and shall restore the Premises to the condition in which they existed prior to the installation and removal of such trade fixtures and other personal

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property and shall repair any damage caused thereby. If, at the expiry or earlier termination of the Term, Tenant does not remove its trade fixtures or any of its other property from the Premises, Landlord shall have no obligation in respect of any such trade fixtures or property and may sell or destroy the same or have them removed or stored at the expense of Tenant or dispose of them in any other manner whatsoever as may be determined by Landlord in its sole discretion; at the option of Landlord, such trade fixtures or property not removed at the expiry or earlier termination of the Term shall become the absolute property of Landlord without payment of any compensation therefor to Tenant and may be dealt with by Landlord in such manner as it determines.

If the Premises or the Project are damaged or destroyed, in whole or in part, by fire or any other occurrence, this Lease shall nonetheless continue in full force and effect and there shall be no abatement of any item included in Rent except as expressly provided in this Article 12, and the following provisions of this Article 12 shall apply.

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Landlord has completed its repairs to the Premises to the point where Tenant could commence its repair work or commence the conduct of business on the Premises, Tenant shall complete its repairs to the Premises and shall fully fixture the Premises and recommence the operation of Tenant’s business as permitted and required pursuant hereto.

then,

in both cases within thirty (30) days after delivery by Landlord of the opinion provided for in subsection 12.2(a) above, to terminate this Lease, whereupon, in the event of any such termination by either Landlord or Tenant, Tenant shall immediately surrender possession of the Premises and Basic Rent and all other payments for which Tenant is liable pursuant hereto shall be apportioned to the effective date of such termination, subject to the provision for abatement set forth in subsection 12.2 (d) below. In the exercise of its right to terminate this Lease pursuant to Section 12.2(c), Landlord shall act in a bona fide manner and shall not terminate this Lease solely for the purpose of depriving Tenant of its rights under this Lease.

Subject to the provisions of Section 16.7 and the Tenant’s rights and remedies at law, if neither party exercises its right to terminate this Lease and, further, if Landlord fails to complete the repairs required to be performed by it within two hundred and seventy (270) days of Actual Construction Time, then Tenant shall have the right to terminate this Lease on thirty (30) days’ prior notice to Landlord delivered to Landlord within five (5) business days following expiry of the two hundred and seventy (270) day period, provided however that such termination may be nullified by Landlord if within such thirty (30) day period Landlord Substantially Completes Landlord’s work in the Premises.

12.3 Damage to Project

If twenty five percent (25%) or more of the Rentable Area of the Project is Damaged, whether or not there is any Damage to the Premises, Landlord may, at its option, elect, by written notice given to Tenant within thirty (30) days after such occurrence, to terminate this Lease as of a date specified in such notice, which date shall be not less than ninety (90) days and not more than one hundred eighty (180) days after the giving of such notice, in which event Tenant shall vacate and surrender possession of the Premises by not later than the said date of termination, and Basic Rent and all other payments for which Tenant is liable pursuant to this Lease shall be apportioned to the effective date of termination, subject to the provision for abatement set forth in subsection 12.2(d) above. If Landlord does not so elect to terminate this Lease, Landlord shall diligently proceed to repair and rebuild the Damage to the extent of its obligations pursuant hereto. In the exercise of its right to terminate this Lease as aforesaid, Landlord shall act in a bona fide manner and shall not terminate this Lease solely for the purpose of depriving Tenant of its rights under this Lease.

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If there is Damage to the Premises or the Project and if this Lease is not terminated pursuant hereto, Landlord, in performing its repairs to the Premises or the Project as required hereby, shall not be obliged to repair or rebuild in accordance with the plans or specifications for the Premises or the Project as they existed prior to such Damage but Landlord may repair or rebuild the same in accordance with any plans and specifications chosen by Landlord in its sole and absolute discretion provided that the utility and size of the Premises is not materially adversely altered and Tenant’s use and occupancy of and access to the Premises and the general overall quality of the Project are not materially detrimentally affected by any difference in plans, specifications or form of the Premises or the Project from such plans, specifications and form as the same existed immediately prior to the occurrence of such Damage.

For the purposes of this Article 12, all matters requiring determination such as, without limitation, the extent to which any area(s) of the Premises or the Project are Damaged or are rendered inaccessible, or the times within which repairs may be made, unless expressly provided to the contrary, shall be determined by the Architect and such determination shall, in the absence of manifest error, be final and binding on the parties.

Landlord shall obtain and maintain in full force and effect during the Term with respect to the Project insurance against such occurrences and in such amounts as would be carried by reasonably prudent owners of properties similar to the Project and which coverage shall include the following:

The policies of insurance referred to in this Section 13.1 shall contain a waiver of the insurer’s right of subrogation as against Tenant and the Tenant’s Parties. Landlord hereby waives its right of recovery against Tenant and Tenant’s Parties with respect to all claims required to be or otherwise insured against by Landlord hereunder.

Notwithstanding Tenant’s contribution to Landlord’s costs and premiums respecting such insurance pursuant to the terms of this Lease, Tenant shall not have any insurable or other interest in any of Landlord’s insurance and, in any event, Tenant shall not have any interest in or any right to recover any proceeds under any of Landlord’s insurance policies.

In the event of an actual or threatened cancellation of or material adverse change in any policy of insurance of Landlord or any others on or related to the Project or any part or contents thereof by reason of:

and if Tenant fails to remedy the situation, condition, use or occupancy or other factor giving rise to such actual or threatened cancellation or if Tenant has otherwise failed to adequately address the change within seventy-two (72) hours after notice thereof by Landlord, Landlord may, at its option, either:

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Notwithstanding anything to the contrary, neither party shall be liable to the other for indirect or consequential damages.

To the extent not released pursuant to the other provisions of this Lease, Tenant shall indemnify Landlord and all of Landlord’s Parties and shall hold them and each of them harmless from and against any and all liabilities, claims, damages, losses and expenses, penalties, fines and sanctions of any kind whatsoever, including costs of Remediation and any fines and damages resulting from any of the same and including all legal and other consultants’ fees and disbursements (collectively “Liabilities”), due to, arising from or to the extent contributed to by:

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Notwithstanding the foregoing, Tenant shall not be responsible for the costs of any Liabilities due to, arising from or to the extent contributed to by:

(all of the foregoing being hereinafter individually or collectively referred to as “Transfer”; a party making a Transfer is referred to as a “Transferor” and a party taking a Transfer is referred to as a “Transferee”), without the prior written consent of Landlord in each instance, which consent, subject to the provisions of Section 14.3 below, may not be unreasonably withheld. Notwithstanding anything contained in the foregoing to the contrary, the provisions of subsection 14.1(a)(v) shall not apply to a Sale (provided Tenant is in occupancy of the Premises), so long as Tenant is a corporation (“Public Corporation”) whose shares are listed and traded on any recognized public stock exchange in Canada or the United States or a Sale that occurs when (1) the Tenant is a “subsidiary body corporate” (as that term is defined on the date of this Lease under the Canada Business Corporations Act, R.S.C. 1985, c.C-44) of a Public Corporation and (2) it is the shares of the Public Corporation and not of the Tenant that are transferred or issued.

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Notwithstanding anything contained in the foregoing to the contrary, the provisions of subsections (b)(iii) or (iv) shall not apply in the event Landlord has not and will not, within the six (6) months following Landlord’s receipt of the notice of the Transfer, have premises in the Project available for lease that could reasonably satisfy such Transferee’s needs.

collectively, a “Permitted Transferee”, provided that, in the case of a Sale or Reorganization, Tenant delivers to Landlord such information as may be requested by Landlord, acting reasonably, in order to demonstrate to Landlord’s reasonable satisfaction (as to which

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satisfaction Landlord has given written notice to Tenant) that the proposed Permitted Transferee has a good business reputation and has financial strength at least sufficient to satisfy all of the obligations of Tenant under this Lease. If Landlord is unable to satisfy itself as aforesaid, the reasonable particulars of which Landlord shall identify to Tenant, in writing, in order for such proposed Permitted Transfer to be effective, Tenant must first deliver to Landlord a certified cheque payable to Landlord in an amount equal to two (2) months Basic Rent, Operating Costs, Management Fee and Realty Taxes then due and payable (plus applicable Sales Taxes) under this Lease, which amount shall be held by Landlord, without interest, as a prepayment of Rent payable under this Lease by the Permitted Transferee and as security for the performance by the Permitted Transferee of the provisions of this Lease, all in accordance with a rent deposit agreement which shall be entered into between the parties (each acting reasonably). No such Permitted Transfer shall be effective until the Permitted Transferee enters into an agreement with Landlord contemplated by, and provided such Permitted Transfer otherwise complies with, the applicable provisions of this Article 14.

All requests to Landlord for consent to any Transfer shall be made to Landlord in writing together with:

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portion of the Premises is temporarily not required for Tenant’s business and Tenant has not then subleased, in the aggregate, including the then-proposed sublease, more than fifty percent (50%) of the Rentable Area within the Premises.

In the event of any Transfer, Landlord shall have the following rights:

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without the further consent or agreement of Tenant. Tenant shall continue to be bound by all of its obligations pursuant hereto notwithstanding any such further Transfers or any Amendments or Alterations, to the extent of what would have been Tenant’s obligations pursuant hereto had such Transfers, Amendments or Alterations not been made. Tenant’s obligations pursuant hereto shall not be increased as a result of any such Transfers, Amendments or Alterations and Landlord agrees to provide to Tenant a copy of any such Transfers or Amendments and notice of any such Alterations.

Landlord shall have the right to sell, lease, convey, mortgage, or otherwise dispose of the Project or any part thereof and to assign this Lease and any interest of Landlord pursuant to this Lease without any restriction. If Landlord shall sell, lease, convey, mortgage or otherwise dispose of the Project or any part thereof or shall assign this Lease and any interest of Landlord pursuant to this Lease, then to the extent that the purchaser or assignee agrees with Landlord to assume the covenants and obligations of Landlord hereunder, Landlord shall thereupon and without further agreement be released of all liability pursuant to the terms of this Lease.

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At the option of Landlord to be expressed in writing from time to time, this Lease and the rights of Tenant hereunder are and shall be subject and subordinate to any and all mortgages, trust deeds and charges (any of which are herein called “Mortgage” or “Mortgages”) on or in any way affecting the Premises or the Project or any part thereof now or in the future, including all renewals, extensions, modifications and replacements of any Mortgages from time to time. Tenant shall at any time on ten (10) days’ notice from Landlord or holder of a Mortgage attorn to and become a tenant of the holder of any of such Mortgages or any party whose title to the Project is superior to that of Landlord upon the same terms and conditions as set forth herein, and shall execute promptly on request by Landlord any certificates, agreements, instruments of postponement or attornment, or other such instruments or agreements as requested from time to time to postpone or subordinate this Lease and all of Tenant’s rights hereunder to any of such Mortgages or to otherwise give full effect to any of the provisions of this Article 15.

Provided Tenant is not in default hereunder, upon written request by and at Tenant’s sole cost and expense, Landlord shall use reasonable efforts to obtain from the holder of any Mortgage, in respect of which Tenant is being requested to or is otherwise required to subordinate and as a pre-condition of any such subordination, a non-disturbance agreement to permit Tenant to continue in occupation of the Premises in accordance with and subject to the terms of this Lease. Notwithstanding anything to the contrary: (a) if there is a Mortgage registered on title to the Project as of the date hereof, Landlord shall obtain such non-disturbance agreement in favour of Tenant at no cost to Tenant, such non-disturbance agreement to be executed concurrently with this Lease; and (b) Tenant shall not be required to subordinate or attorn to any future Mortgage unless and until Tenant receives a non-disturbance agreement.

Landlord hereby represents and warrants that the Landlord is the registered owner of the Project and the Project is not subject to any ground lease or other lease which would rank in priority to the leasehold interest of Tenant.

Tenant shall not register this Lease or any short form or notice hereof except in such form as has been approved by Landlord in writing, such approval not to be unreasonably withheld or delayed. The cost of preparation, approval, execution and registration of any notice or short form of this Lease or other document to be registered by Tenant shall be borne by Tenant and, in the case of Landlord’s approval, such cost shall be payable hereunder as Additional Rent, forthwith upon demand (provided that the Tenant shall not be required to pay the Landlord’s costs for approval in connection with the first notice of lease to be registered on title by the Tenant). If Tenant registers or causes or permits there to be registered against the title to the Project any short form or notice of this Lease or other document, Tenant shall forthwith provide to Landlord details of such registration and a duplicate registered copy of the registered document. Prior to the expiry or earlier termination of this Lease, Tenant shall, at its sole cost and expense, arrange to expunge or discharge from the register of the title of the land on which the Project is located, any interest of Tenant therein.

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the liquidation of Tenant’s assets (provided the foregoing shall not be considered a default hereunder if such steps or action or proceedings are the subject of a bona fide dispute between Tenant and such Person and Tenant delivers to Landlord satisfactory evidence thereof);

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numerator of which shall be the number of months from the date of Disclaimer to the date which would have been the natural expiry of this Lease but for such Disclaimer, and the denominator of which shall be the total number of months of the Term as originally agreed upon.

To the extent permitted by applicable Laws, Tenant hereby waives any right it, or any Person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding up or other creditors proceeding, including, without limitation, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), and agrees that in the event of any such proceeding Landlord will compromise a separate class for voting purposes.

The Landlord shall be entitled to effect a distress in accordance with applicable Laws, provided that the Landlord agrees that the following shall be exempt from distress: (a) all of the Tenant’s confidential information, materials and data, whether in written or electronic format on a computer hard drive or other electronic medium; (b) information received, collected, produced or used in connection with the administration of the Tenant and its business, including, without limiting the generality of the foregoing, whether in written or electronic format on a computer hard drive or other electronic format; and (c) the Tenant’s client information whether in written or electronic format on a computer hard drive or other electronic medium.

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If and to the extent that either Landlord or Tenant shall be unable to fulfill or shall be delayed or restricted in the fulfilment of any obligation under this Lease, other than the payment by Tenant of any Rent or any other amounts payable by Tenant under this Lease, by reason of unavailability of material, equipment, utilities, services or labour required to enable it to fulfill such obligation or by reason of any Laws, or by reason of any strike, lock out, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations, or by adverse weather conditions (being weather conditions which preclude any work at the Project for a substantial part of a work day which causes the construction schedule to be delayed) or any Acts of God, or its not being able to obtain any permission or authority required pursuant to any applicable Laws or by reason of any other such cause beyond its control and not the fault of the party being delayed and not avoidable by the exercise of reasonable foresight (excluding the inability to pay for the performance of such obligation), then the party being delayed shall be entitled to extend the time for fulfilment of such obligation by a time equal to the duration of such delay or restriction, and the other party shall not be entitled to any compensation for any loss, inconvenience, nuisance or discomfort occasioned thereby. The party delayed will, however, use its best efforts to fulfil the obligation in question as soon as is reasonably practicable by arranging an alternate method of providing the work, services or materials being delayed subject, in the case of performance by Tenant, to the approval of Landlord in its sole and absolute discretion. In any event, the provisions of this Section 16.7 shall not apply to permit any delay in any payment by Tenant of any Rent or any other amounts payable by Tenant under this Lease. For greater certainty, the provisions of this Section 16.7 shall also include any delays experienced by Landlord in obtaining any permits or materials or approvals to plans or otherwise required from any party (save and except Tenant) necessary for Landlord’s Work and any delays resulting from items constituting force majeure under any construction agreement entered into by Landlord for the construction of the Premises.

Without limiting the generality of the foregoing, Landlord shall have the right to:

Tenant agrees that all enclosed Common Facilities including any enclosed areas, malls or walkways in the Project may be open for access to the Premises during the Business Hours of the Project as determined by Landlord from time to time, and during any other hours as Landlord may determine; at any other times, any or all enclosed areas, malls and walkways may be locked by Landlord, and the public and Tenant may be excluded therefrom, except that tenants of office premises shall be entitled to access to their respective leased premises subject to compliance with all applicable rules and regulations of Landlord, including those related to security.

In order to perform any maintenance, repairs, alterations or improvements in or relating to any part of the Project, provided Tenant shall have reasonable access to the Premises, Landlord may cause reasonable and temporary obstructions of Common Facilities without thereby constituting or being deemed to constitute an interference with any of Tenant’s rights hereunder or a breach by Landlord of any of its obligations hereunder.

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The exercise by Landlord of any of its rights under this Article 17 (and any resultant interruption, noise, disruption, etc.) shall not constitute a breach by Landlord of any of its obligations under this Lease nor an infringement nor breach of any of Tenant’s rights under this Lease or at law, nor entitle Tenant to any abatement of Rent or damages or any other remedy whatsoever, whether or not damage to or interference with the use of the Premises or their contents shall result, except as set forth in 17.2(c) above.

Tenant shall not itself and shall not permit any of Tenant’s Parties to obstruct any Common Facilities including driveways, laneways, access routes or other portions of the Project other than as expressly permitted pursuant hereto or as otherwise expressly permitted by Landlord in writing; if there shall be a breach of this Section 17.4 Landlord shall have the right, at the expense of Tenant, to remove such obstruction, the cost thereof to be paid by Tenant forthwith upon demand, and Landlord shall not be responsible for and is hereby released from any liability for any damage caused to the item creating the obstruction. Landlord shall also be entitled to hold such item as security for the payment of the costs of removing the same and any damage caused by the establishment or removal of such obstruction.

Attached hereto as Schedule “E” are the current rules and regulations for the Project. Landlord may, from time to time, amend such rules and regulations and make any further rules and regulations for the management and operation of the Project as Landlord shall reasonably determine, and Tenant and Tenant’s Parties shall be bound by and shall comply with all of such rules and regulations attached hereto and any amended and further rules and regulations of which notice is given to Tenant from time to time and all of such rules and regulations shall be deemed to be incorporated into and form a part of this Lease. To the extent that any future or other rules and regulations conflict with any express provision of this Lease, the express provision of this Lease shall prevail. The imposition of any rules and regulations shall not create or imply any obligation of Landlord to enforce them or create any liability of Landlord for their non enforcement or otherwise. The Landlord will not enforce the rules and regulations against the Tenant in a manner that is discriminatory solely as against the Tenant.

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Tenant acknowledges that the Project is or may be situated at or near the subway or rail lines or other transportation facilities and Tenant agrees that neither Landlord nor the Toronto Transit Commission or other transportation supplier shall be liable or responsible in any way for any disturbance to Tenant’s business operations caused or contributed to by noise or vibrations in, on or about the Project resulting from any reason whatsoever, including the transit operation of the subway system or the ventilation system in the Project.

Notwithstanding anything to the contrary, but except in the case of any real or perceived emergency, in the exercise of its rights under this Article 17, Landlord shall act diligently and expeditiously as is commercially reasonably possible in the circumstances and shall use commercially reasonable efforts to minimize any interfere with Tenant’s business operation in the Premises.

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All notices, demands, requests or other instruments (“Notices”) which may be or are required to be given under this Lease shall be in writing and shall be delivered by messenger or sent by prepaid registered Canadian mail, at the Address for Service of Notice on Tenant and if to Landlord at the Address for Service of Notice on Landlord, all as provided in subsection 1(j) hereof.

All such Notices shall be conclusively deemed to have been given and received upon the day the same is delivered by messenger or, if mailed as aforesaid, four (4) business days (excluding Saturdays, Sundays, holidays and days upon which regular postal service is interrupted or unavailable for any reason) after the same is mailed as aforesaid. Any party may at any time by notice in writing to the other change the Address for Service of Notice on it. If two or more Persons are named as Tenant, any Notice given hereunder shall be sufficiently given if delivered or mailed in the foregoing manner to any one of such Persons.

This Lease is entered into subject to the provisions of and compliance with the provisions of all applicable legislation dealing with planning restrictions. If the Term, including any rights of renewal under this Lease, shall be expressed to extend for a period in excess of the maximum period for which a lease may be granted without the consent of the body having jurisdiction pursuant to such legislation (“Maximum Period”) then, until any necessary consent to this Lease is obtained pursuant to the provisions of the applicable legislation, on terms and conditions acceptable to Landlord in its sole discretion, the Term together with any rights of renewal pursuant to this Lease shall be conclusively deemed to extend for the Maximum Period less one (1) day from the Commencement Date; Tenant shall cooperate with Landlord in making application for any such consent. The cost of applying for and obtaining such consent shall be shared equally between Landlord and Tenant.

It is understood and agreed that (other than and to the extent of the construction provisions contained in an agreement to lease between the parties respecting the Premises, if any), this Lease (including the schedules exhibits and appendices attached to it) constitutes the complete agreement between the parties and that there are no covenants, representations, agreements, warranties or conditions in any way relating to the subject matter of this Lease or the tenancy created hereby, expressed or implied, collateral or otherwise, except as expressly set forth herein. Tenant acknowledges that no representatives of Landlord are authorized to make on Landlord’s behalf any covenants, representations, agreements, warranties or conditions of any kind or in any manner whatsoever other than as expressly set forth in writing in this Lease in the form in which it is executed by Landlord.

No amendment to this Lease shall be binding upon Landlord unless the same is in writing and executed by Landlord.

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Time is of the essence of this Lease and all parts hereof.

This Lease shall be governed by and interpreted in accordance with the laws of the Province of Ontario. The parties agree that the Courts of Ontario shall have jurisdiction to determine any matters arising hereunder, except to the extent, if any, expressly provided to the contrary herein, and the parties hereby attorn to the jurisdiction of the Courts of Ontario.

If any provision of this Lease or any portion thereof or the application of any of the same is illegal, unenforceable or invalid, it shall be considered separate and severable from this Lease and all of the remaining provisions hereof shall remain in full force and effect as though any such provision of this Lease or any portion thereof had not been included in this Lease but such provision of this Lease or portion hereof shall nonetheless continue to be enforceable to the full extent permitted by law.

The table of contents of this Lease and all section numbers and all headings are inserted as a matter of convenience only and shall in no way limit or affect the interpretation of this Lease.

Whenever a word importing singular or plural is used in this Lease such word shall include the plural and singular respectively. Where any party is comprised of more than one entity, the obligations of each of such entities shall be joint and several. Subject to the express provisions contained in this Lease, words such as “hereof”, “herein”, “hereby”, “hereinafter”, and “hereunder” and all similar words or expressions shall refer to this Lease as a whole and not to any particular section, or portion hereof being less than the whole.

This Lease and all portions hereof shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, assigns and other legal representatives excepting only that this Lease shall not enure to the benefit of any of such parties unless and only to the extent expressly permitted pursuant to the provisions of this Lease.

Wherever a determination or consent is to be made or given by either of the parties hereto, unless expressly provided herein to the contrary, such determination and consent shall be made or given acting reasonably.

If there is at any time more than one Tenant or more than one Person constituting Tenant, their covenants shall be considered to be joint and several and shall apply to each and every one of them. If Tenant is or becomes a partnership, each Person who is a member, or shall become a member, of such partnership or its successors shall be and continue to be jointly and severally liable for the performance of all covenants of Tenant pursuant to this Lease, whether or not such Person ceases to be a member of such partnership or its successor.

Tenants who are individuals consent that Bentall Real Estate Services LP (“Bentall”) may collect, use, and disclose the personal information in this document or otherwise collected by or on behalf of Bentall or their agents, affiliates, or service providers, for the purposes of: (i) considering this Lease and determining the suitability of Tenant, both for the initial Term and for any extension periods; (ii) taking action for collection of Rent in the event of default by Tenant; and (iii) as otherwise provided in Bentall’s Privacy Policy, a copy of which is available at www.bentall.com. Consent under this Lease includes the disclosure of such information to credit agencies, collection agencies and existing or potential lenders, investors and purchasers. Tenant also consents to, and confirms its authority to consent to, Bentall’s collection, use, and disclosure, for such purposes, of personal information about employees of Tenant and other individuals whose personal information is provided to or collected by Bentall in connection with this Lease.

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If Landlord or any assignee of the beneficial rights of Landlord is ever a Real Estate Investment Trust or other trust (a “Trust”), then Tenant acknowledges and confirms that the obligations of Landlord hereunder are not and will not be binding on a trustee of the Trust, any registered or beneficial holder of one or more units of a Trust or other beneficiaries (“Unitholder”) or any annuitant under a plan of which such a Unitholder acts as trustee or carrier, or any officers, employees or agents of the Trust during the Term or any extension or renewal thereof and that resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing. Tenant’s recourse, if any, in respect of the obligations of the Trust shall be limited to the Trust’s interest in the Project.

IN WITNESS WHEREOF the parties have executed this Lease.

The undersigned Tenant hereby represents and warrants to Landlord that Tenant is a corporation in good standing and duly organized under the Laws of Canada and is authorized to do business in the Province of Ontario and that this Lease has been validly executed and delivered by Tenant and is valid and enforceable against Tenant.

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Schedule “C”

SPECIAL PROVISIONS

The parties agree that Landlord has estimated that Tenant’s obligations hereunder in respect of Operating Costs, Management Fee and Realty Taxes for the year 2007 would be approximately approximately eleven dollars and fifty-nine cents ($11.59) per square foot of the Rentable Area of the Premises; it is understood that this estimate by Landlord is a bona fide estimate made as of January 1, 2007, but that it is not intended by Landlord to be relied upon by Tenant and is not binding and does not impose liabilities on Landlord or affect Tenant’s obligations hereunder.

Provided Tenant is not then in default, Tenant shall not be responsible for the payment of Basic Rent in respect of the whole of the Premises (save for Suite 406) for the first eight (8) months of the initial Term only but, for greater certainty, Tenant shall continue to remain responsible for the payment of Basic Rent in respect of Suite 406 and all Additional Rent during such period.

which shall be designated by Landlord as reserved for the exclusive use of, and shall be available only to, Primerica Life Insurance Company of Canada and/or a Permitted Transferee, using Building standard signage for such purpose . Tenant acknowledges that the reserved “van” parking currently located at the front of the Building will be required to be relocated to the rear of the Building.

As of the date of this Lease, Tenant occupies the following storage areas:

collectively, the “Storage Area”. During the Term and any extension or renewal thereof, Tenant shall be entitled to continue to occupy the Storage Area for the purpose of storing such items as are used in connection with Tenant’s permitted use of the Premises, for which during the initial Term Tenant shall pay a licence fee to Landlord calculated at twelve dollars ($ 12.00) per square foot of the Storage Area per annum (and during any extensions or renewals thereof, Tenant shall pay the then prevailing rates being charged by Landlord for storage space in the Project, provided that the prevailing rate is reasonable having regard to rates charged by other landlords of similar buildings, similarly located). Tenant and Landlord shall execute Landlord’s standard form of storage lease, in the form attached hereto as Exhibit “2”, to give effect to the foregoing. The Storage Area is as approximately shown on the plan attached to Exhibit “2” as Appendix “A”.

Tenant shall have the non-assignable right (except as noted below) to continue to maintain on the roof of the Building the existing two (2) communication dishes (the “Communication Facility” ), including such communication lines, risers, cables and wires (collectively called “Wires”) as may be reasonably required from time to time in connection with such Communication Facility, for Tenant’s own direct communication purposes. For greater certainty, the within right to maintain the Communication Facility is available to Primerica Life Insurance Company of Canada and/or its Permitted Transferee but to no

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other Transferee which may be in occupancy of all or any portion of the Premises from time to time. Such Communication Facility and the use thereof shall, in all respects, be subject to the ongoing approval of the government bodies, their agencies, others having jurisdiction and the Landlord’s Architect for the Building and shall be maintained and operated by the Tenant all in a manner consistent with Building Standard, subject to the following provisions:

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subject to rights of tenants of the Project as of the date hereof as identified on Exhibit “3” attached hereto, Tenant shall have a continuous ongoing right of first offer to lease any space which becomes available for re-leasing from time to time by Landlord within the Building (“ROFO Space”) after expiry or earlier termination of the existing leases of such spaces(s) and after the tenants thereof either fail, or elect not, to exercise any option to renew or extend their leases for the ROFO Space, on terms and conditions to be more fully set forth in this Lease.

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during which time Tenant shall be bound by all of the provisions of this Lease as applicable to the ROFO Space save and except it shall not be responsible for payment of any Basic Rent, Management Fee, Operating Costs or Realty Taxes in respect of the ROFO Space

failing which this right of first offer shall be null and void and the Landlord shall be free to lease the Available ROFO Space or any part thereof to a third party on such terms and conditions as the Landlord, in its sole discretion, determines and this right of first offer shall only apply to the Available ROFO Space when it again becomes available for re-leasing pursuant to the provisions hereof after being re-leased following Landlord’s Notice set out above.

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