Common use of Re-entry Clause in Contracts

Re-entry. Proviso for re-entry by the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.

Re-entry. Proviso for Landlord or Landlord's agents and employees may immediately or at any time thereafter re-entry by enter the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for thereof, peaceably but using such term or terms (which reasonable force as may be for a term required, and without judicial process, or terms extending beyond by any suitable action or proceeding at law, and may repossess the Term Premises, and may remove any persons, fixtures or chattels therefrom, to the end that Landlord may have, hold and enjoy the Premises. In the event of this Lease) and at any such rental or rentals retaking of possession of Premises by Landlord, Tenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may in addition to any other remedies allowed by law, remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay all sums due hereunder together with the cost of storing any such other terms property within thirty (30) days after it has been stored, Landlord may sell any or all of such property at public or private sale and conditions as shall apply the Landlord in its sole discretion may deem advisable. Upon each proceeds of such reletting all rentals received by the Landlord from such reletting shall be applied, sale first, to the payment cost of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlordsuch sale; second, to the payment of any costs the charges and expenses of such relettingfor reentry, including brokerage fees, solicitor’s fees removal and the costs of such alterations and repairsstorage; third, to the payment of all rentals any other sums of money that may be due and unpaid hereunder, from Tenant to Landlord under the terms of this Lease; and the residuebalance, if any, shall to Tenant. Tenant hereby waives all claims for damages that may be held caused by Landlord's re-entering and taking possession of Premises or removing and storing or selling the property of Tenant as herein provided, and will indemnify, defend and save Landlord harmless from loss, costs or damages to Tenant occasioned thereby, and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No no such re-entry or taking possession of the Leased Premises by the Landlord shall be considered or construed as an election on its part to terminate this Lease unless be a written notice of such intention is given to the Tenantforcible entry. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the LandlordRE-ENTRY OR TAKING POSSESSION OF SAID PREMISES BY LANDLORD SHALL NOT BE CONSTRUED AS AN ELECTION ON ITS PART TO TERMINATE THIS LEASE UNLESS A WRITTEN NOTICE OF SUCH INTENTION IS GIVEN TO TENANT.

Re-entry. Proviso for re-entry by the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act TenanciesAct of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.

Re-entry. Proviso for re-entry by 8. In the event that the Tenant shall be in default of any of its covenants hereunder including the covenant of the Tenant to pay rent or additional rent (after 5 business days prior written notice from the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof delivered to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination), the Landlord may at is option either enter into and upon the Demised Premises or any time thereafter part thereof in the name of the whole and have again, repossess and enjoy the same as of its former estate and the said Lease shall thereupon terminate or itself take steps and do to or cause to be done such things as may be necessary to remedy and correct such defaults, or to re-let the same as agent of the Tenant and claim against the Tenant for damages suffered. Provided further that in the event that the Landlord shall be entitled to, and shall elect to terminate this Lease for make a re-entry as hereinbefore provided for, any re-entry or other action so taken shall not be deemed to relieve the Tenant of its obligation to pay rent and other monies payable as rent hereunder and such previous breach. Should rent and other monies payable as rent in accordance with the provision hereof shall continue to accrue and be payable until such time as the Landlord at is able to re-let the premises, or otherwise deal with the same in such manner that it shall not sustain any time terminate loss should the Tenant thereafter fail to pay the rent and other monies payable as rent or otherwise under this Lease for any breach, Lease. Provided further that in addition to all other rights hereby reserved to it, the Landlord shall have the right to re-enter the Demised Premises as the agent of the Tenant either by force or otherwise without being liable for any remedies prosecution therefor, and to re-let the whole or any portion of the Demised Premises for any period equal to or greater or less than the remainder of the then current term of the Tenant and to receive the rent therefor, said rent to be any sum which it may havedeem reasonable, to any Tenant which it may recover deem suitable and satisfactory, and for any use and purpose which it may deem appropriate and in connection with any such lease, the Landlord may make such changes in the character of the improvements of the Demised Premises as the Landlord may determined to be appropriate or helpful in effecting such Lease; but in no event shall the Landlord be under any obligation to re-let the Demised Premises in whole or in part for any purpose which the Landlord may regard as injurious to the Demised Premises, or to any Tenant which the Landlord, in the exercise of reasonable discretion, shall deem to be objectionable and to apply any rent derived from so re-letting the Demised Premises upon account of the rent due hereunder, and the Tenant all damages it has incurred or may incur by reason of such breach, including shall remain liable to the cost of recovering Landlord for the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excessdeficiency, if any, it being the intention hereof that nothing herein contained an no entry made by the Landlord hereunder shall in any way release the Tenant from the payment of the amount rent hereby reserved during the term hereof beyond such sum as may be realized by the Landlord by such re-letting or by the proceeds of rent any distress made by the Landlord against the Tenant; and charges equivalent provided that the Landlord shall not in any event be required to pay to the Tenant any surplus or any sums received by the Landlord against the Tenant; and provided that the Landlord shall not in any event be required to pay to the Tenant any surplus of any sums received by the Landlord on a re-letting of the Demised Premises in excess of the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.hereunder. Overholding

Re-entry. Proviso for Landlord or Landlord’s agents and employees may immediately or at any time thereafter re-entry by enter the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for thereof, peaceably but using such term or terms (which reasonable force as may be for a term required, and without judicial process, or terms extending beyond by any suitable action or proceeding at law, and may repossess the Term Premises, and may remove any persons, fixtures or chattels therefrom, to the end that Landlord may have, hold and enjoy the Premises. In the event of this Lease) and at any such rental or rentals retaking of possession of Premises by Landlord, Tenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may in addition to any other remedies allowed by law, remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay all sums due hereunder together with the cost of storing any such other terms property within thirty (30) days after it has been stored, Landlord may sell any or all of such property at public or private sale and conditions as shall apply the Landlord in its sole discretion may deem advisable. Upon each proceeds of such reletting all rentals received by the Landlord from such reletting shall be applied, sale first, to the payment cost of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlordsuch sale; second, to the payment of any costs the charges and expenses of such relettingfor reentry, including brokerage fees, solicitor’s fees removal and the costs of such alterations and repairsstorage; third, to the payment of all rentals any other sums of money that may be due and unpaid hereunder, from Tenant to Landlord under the terms of this Lease; and the residuebalance, if any, shall to Tenant. Tenant hereby waives all claims for damages that may be held caused by Landlord’s re-entering and taking possession of Premises or removing and storing or selling the property of Tenant as herein provided, and will indemnify, defend and save Landlord harmless from loss, costs or damages to Tenant occasioned hereby, and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No no such re-entry or taking possession of the Leased Premises by the Landlord shall be considered or construed as an election on its part to terminate this Lease unless be a written notice of such intention is given to the Tenantforcible entry. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the LandlordRE-ENTRY OR TAKING POSSESSION OF SAID PREMISES BY LANDLORD SHALL NOT BE CONSTRUED AS AN ELECTION ON ITS PART TO TERMINATE THIS LEASE UNLESS A WRITTEN NOTICE OF SUCH INTENTION IS GIVEN TO TENANT.

Re-entry. Proviso for Upon the occurrence of an Event of Default, Landlord may immediately re-entry enter the Property by summary proceedings, or by force, or otherwise, without being liable for prosecution therefor; interrupt or cause interruption of utility services to the Landlord on non-payment Property, prevent Tenant from entering the Property, take possession of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred the Property and remove all persons therefrom; alter all locks and other security devices on the Landlord in Property without terminating this Lease, all with respect ; and may elect either to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased PremisesProperty as agent for Tenant or otherwise, and receive the Rent therefor, applying the same to Tenant’s obligations. Upon the re-entering of the Property, Landlord may remove all or any part thereof for of the personal property of Tenant remaining on the Property and store the same at Tenant’s expense. If said personal property remaining on the Property is not claimed by Tenant within ten (10) days after such term or terms (which entry, such property may, at the option of Landlord, be deemed to have been abandoned, and in such case, such items may be for a term retained by Landlord as its property or terms extending beyond the Term be disposed of this Lease) by Landlord, in Landlord’s sole and absolute discretion and without accountability, at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisableTenant’s expense. Upon each such reletting all rentals received by the Landlord from such reletting Tenant shall be appliedobligated to return all keys and access devices to the Property to Landlord upon Landlord’s re-entering of the Property. No alteration of locks or other security devices and no removal or other exercise of dominion by Landlord over the property of Tenant or others at the Property shall be deemed unauthorized or constitute a conversion, firstTenant hereby consenting, after any Event of Default, to the payment aforesaid exercise of any indebtedness, other than rent due hereunder, owing by dominion over Tenant’s property within the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunderProperty. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such reALL CLAIMS FOR DAMAGES BY REASON OF SUCH RE-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the LandlordENTRY AND/OR REPOSSESSION AND/OR ALTERATIONS OF LOCKS OR OTHER SECURITY DEVICES ARE HEREBY WAIVED.

Re-entry. Proviso for re-entry In the event of any Default by Tenant, Landlord shall also have the Landlord on non-payment of rent right, with or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in without terminating this Lease, in compliance with applicable law, to re-enter the Premises and remove all with respect to non-payment of Minimum Rent or additional rent, persons and property from the Premises; such property may be exercised removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. Reletting. In the event of the abandonment of the Premises by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the event that Landlord elects shall elect to re-enter, enter as herein provided, provided in Paragraph 26(c) or if it takes shall take possession of the Premises pursuant to legal proceedings proceeding or pursuant to any notice provided for by law, it may either then if Landlord does not elect to terminate this Lease or it as provided in Xxxxxxxxx 00(x), Xxxxxxxx may from time to time time, without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, Premises or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisableadvisable with the right to make alterations and repairs to the Premises in Landlord's sole discretion. Upon each such reletting all In the event that Landlord shall elect to so relet, then rentals received by the Landlord from such reletting shall be applied, first, applied in the following order: (i) to reasonable attorneys' fees incurred by Landlord as a result of a Default and costs in the event suit is filed by Landlord to enforce such remedies; (ii) to the payment of any indebtedness, indebtedness other than rent Rent due hereunder, owing by the hereunder from Tenant to the Landlord; second, (iii) to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, (iv) to the payment of all rentals the costs of any alterations and repairs to the Premises; (v) to the payment of Rent due and unpaid hereunder, ; and (vi) the residue, if any, shall be held by the Landlord and applied in payment of future rent Rent and other sums payable by Tenant hereunder as the same may become due and payable hereunder. If the Should that portion of such rentals received from such reletting during any month shall month, which is applied to the payment of Rent hereunder, be less than that to be paid the Rent payable during that the month by the Tenant hereunder, the then Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No Tenant shall also pay to Landlord, as soon as ascertained, any costs and expenses incurred by Landlord in such re-entry reletting or taking possession of the Leased Premises in making such alterations and repairs not covered by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of rentals received from such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlordreletting.

Re-entry. Proviso for To the greatest extent allowed by applicable law, Landlord or Landlord’s agents and employees may immediately or at any time thereafter re-entry by enter the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for thereof, peaceably but using such term or terms (which reasonable force as may be for a term required, and without judicial process, or terms extending beyond by any suitable action or proceeding at law, and may repossess the Term Premises, and may remove any persons, fixtures or chattels therefrom, to the end that Landlord may have, hold and enjoy the Premises. In the event of this Lease) and at any such rental or rentals retaking of possession of Premises by Landlord, Tenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may in addition to any other remedies allowed by law, remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay all sums due hereunder together with the cost of storing any such other terms property within thirty (30) days after it has been stored, Landlord may sell any or all of such property at public or private sale and conditions as shall apply the Landlord in its sole discretion may deem advisable. Upon each proceeds of such reletting all rentals received by the Landlord from such reletting shall be applied, sale first, to the payment cost of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlordsuch sale; second, to the payment of any costs the charges and expenses of such relettingfor reentry, including brokerage fees, solicitor’s fees removal and the costs of such alterations and repairsstorage; third, to the payment of all rentals any other sums of money that may be due and unpaid hereunder, from Tenant to Landlord under the terms of this Lease; and the residuebalance, if any, shall to Tenant. Tenant hereby waives all claims for damages that may be held caused by Landlord’s re-entering and taking possession of the Premises or removing and storing or selling the property of Tenant as herein provided, and will indemnify, defend and save Landlord harmless from loss, costs or damages to Tenant occasioned thereby, and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No no such re-entry or taking possession of the Leased Premises by the Landlord shall be considered or construed as an election on its part to terminate this Lease unless be a written notice of such intention is given to the Tenantforcible entry. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the LandlordRE-ENTRY OR TAKING POSSESSION OF SAID PREMISES BY LANDLORD SHALL NOT BE CONSTRUED AS AN ELECTION ON ITS PART TO TERMINATE THIS LEASE UNLESS A WRITTEN NOTICE OF SUCH INTENTION IS GIVEN TO TENANT.

Re-entry. Proviso for re-entry by If the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder Rent hereby reserved, or any powers conferred on part thereof, shall be in arrears or if the Landlord Tenant shall default in the observance or performance of any of the Tenant's other covenants or agreements contained in this Lease, all with respect and the Tenant fails to pay such arrears within sixty (60) days of receipt of notice in writing from the Landlord or if the Tenant fails to remedy the non-payment rental default within sixty (60) days after receipt of Minimum Rent notice from the Landlord (or additional rentsuch longer period as is reasonably required under the circumstances so long as the Tenant commences to remedy within such sixty (60) day period), the Landlord may, in addition to any other remedies the Landlord may have, either in this Lease or at law, re-enter the Premises and the Term hereby granted shall thereupon be terminated. Notwithstanding the foregoing, and without limiting the remedies of the Landlord, in the event the Tenant fails to remedy a non- rental default within the above-specified notice period, and provided the Tenant is not bona fide disputing the non-rental default, upon the expiration of the above-specified notice period the Landlord, at its option, acting reasonably, may be exercised by remedy the Landlord immediately upon non-rental default being made by on behalf of the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and charge the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given thereof to the Tenant. Notwithstanding any such reletting without terminationother provision of this Lease, the Landlord may at any from time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition resort to any remedies it may have, it may recover from the Tenant or all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, rights and remedies available to it in the event of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined any uncured default hereunder by the Landlord for the remainder Tenant, either by any provision of the stated Termthis Lease, by statute or common law, all of which amounts shall rights and remedies are intended to be immediately due cumulative and payable from the Tenant not alternative. The express provisions contained in this Lease as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to the LandlordLandlord by statute or common law.

Re-entry. Proviso In case of any such re-entry, expiration and/or dispossess by summary proceedings or otherwise, the Annual Base Rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, together with such expenses as Landlord may incur for brokerage, attorneys fees, and/or putting the Demised Premises in good order, or for preparing the same for re-entry by the rental. Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, Demised Premises or any part thereof for such term or terms (which may be parts thereof, either in the name of Landlord or otherwise, for a term or terms extending beyond the Term of this Lease) and which may at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall 's option be less than that or exceed the period which may otherwise have constituted the balance of the term of this Lease and may grant reasonable concessions, or free rent; and Tenant or the legal representatives of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant's covenants herein contained, any deficiency between (i) all Annual Base Rent and additional charges hereby reserved and/or covenanted to be paid during that month by paid; and (ii) the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excessnet amount, if any, of the amount rents collected on account of rent and charges equivalent the Lease of the Demised Premises for each month of the period which would otherwise have constituted the balance of the term of this Lease. In computing such liquidated damages, there shall be added to the said deficiency such expenses as Landlord may incur in connection with reletting, such as for brokerage, attorneys' fees, advertising, for keeping the Demised Premises in good order, and for preparing the same for reletting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent reserved days specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, in its discretion, may make such alterations, divisions, repairs, replacements, and/or decorations in the Demised Premises as may be necessary for the remainder purpose of reletting the stated Term over Demised Premises, and the then reasonable rental value making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as determined by aforesaid. Landlord shall not be liable for failure to relet the Landlord for the remainder of the stated Term, all of which amounts Demised Premises. The words "re-enter" or "re-entry" as used in this Lease shall not be immediately due and payable from the Tenant restricted to the Landlordtheir technical legal meaning.

Re-entry. Proviso for re-entry by Termination; Reletting. To reenter the Landlord on non-payment Premises, together with all additions, alterations and improvements, and, at the option of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder , remove all persons and all or any powers conferred property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law or by force or otherwise, without being liable for prosecution for damages therefor, and repossess and enjoy the Premises. Upon recovering possession of the Premises by reason of or based upon or arising out of a default on the Landlord in this Lease, all with respect to non-payment part of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-entermay, as herein providedat Landlord's option, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, necessary in order to relet the Leased Premises, Premises and relet the Premises or any part thereof for such term or terms (which may be parts thereof, either in Landlord's name or otherwise, for a term or terms extending beyond which may, at Landlord's option, be less than or exceed the Term period which would otherwise have constituted the balance of the term of this Lease) lease and at such rental rent or rentals rents and upon such other terms and conditions as the Landlord in its Landlord's sole discretion may deem advisable. Upon seem advisable and to such person or persons as may in Landlord's discretion seem best; upon each such reletting all rentals rents received by the Landlord from such reletting shall be applied, : first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the attorney's fees and all costs of such alterations and repairs; second, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; third, to the payment of all rentals rent due and unpaid hereunder, ; and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same it may become due and payable hereunder. If the such rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunderTenant, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry reentry or taking possession of the Leased Premises by or the Landlord making of alterations or improvements thereto or the reletting thereof shall be construed as an election on its the part of Landlord to terminate this Lease lease unless a written notice of such intention is be given to Tenant. Landlord shall in no event be liable in any way whatsoever for failure to relet the Premises or, in the event that the Premises or any part or parts thereof are relet, for failure to collect the rent thereof under such reletting. Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as Tenant's and their agent to collect the rents due and to become due under all subleases of the Premises or any parts thereof without in any way affecting Tenant's obligation to pay any unpaid balance of rent due or to become due hereunder. Notwithstanding any such reletting without termination, the Landlord landlord may at any time thereafter elect to terminate this Lease lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.

Re-entry. Proviso for re-entry by In the event of any Default, Landlord on non-payment of rent shall also have the right, without demand or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in notice, without terminating this Lease, to re-enter the Premises and remove all with respect persons and property from the Premises, either by summary proceedings or by action at law, without being deemed guilty of trespass and without prejudice to non-any remedies for nonpayment or late payment of Minimum any Rent or additional rent, breach of any covenant. Such property may be exercised by removed and stored in a public warehouse or elsewhere at the Landlord immediately upon default being made by cost of and for the Tenant and without any notice thereof to the account of Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enterenter the Premises, as herein providedLandlord may terminate this Lease, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time time, without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, all or any part thereof of the Premises as agent for Tenant for such 12 term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by , with the Landlord from such reletting shall be applied, first, right to make alterations and repairs to the payment Premises as Landlord, in Landlord's reasonable judgment, considers advisable and necessary for the purpose of any indebtedness, other than rent due hereunder, owing by reletting the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthlyPremises. No such re-entry or taking possession of the Leased Premises by the Landlord pursuant to this Section 23.3 shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant or unless the Tenanttermination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, the If Landlord may at any time thereafter elect to terminate terminates this Lease for such previous breach. Should or re-enters the Landlord at any time terminate Premises pursuant to this Lease for any breachArticle 23, Tenant shall remain liable (in addition to accrued liabilities) for: (i) any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth unpaid Rent due at the time of termination, plus interest thereon from the due date at the Prime Rate; provided, however, that if such interest is limited by law to a lesser amount, Landlord shall be entitled to the maximum amount of interest permitted by law, (ii) subject to clause (v) of this paragraph, Rent until the date this Lease would have expired had such termination not occurred; (iii) any and all reasonable expenses (including all reasonable attorneys' fees, costs and brokerage fees) incurred by Landlord in re-entering and repossessing the Premises, in making good any Default by Tenant, in protecting and preserving the Premises by use of watchmen and caretakers and in reletting the Premises (subject to the provisions of the excess, if any, immediately preceding paragraph and provided that Tenant shall not be liable for any expenses incurred by Landlord with respect to alterations which are not consistent with the use of the Premises as an athletic club and/or a use(s) complementary to an athletic club); and (iv) any other amount of rent and charges equivalent reasonably necessary to compensate Landlord for any other detriment actually caused Landlord by Tenant's failure to perform its obligations under this Lease, less (v) the net proceeds received by Landlord from any reletting prior to the rent reserved in date this Lease would have expired if it had not been terminated. Tenant agrees to pay to Landlord the amount so owed above for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.each month during the

Re-entry. Proviso In case of any such re-entry, expiration and/or dispossess by summary proceedings or otherwise, the rent shall become due thereupon and be paid up to the time of such re-entry, dispossess, and/or expiration, together with such expenses as LANDLORD may incur for brokerage and/or putting the Demised Premises in good order, or for preparing the same for re-entry by the Landlord on non-payment of rent or non-performance or non-observance of covenantsrental. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, LANDLORD may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, premises or any part thereof for such term or terms (which may be parts thereof, either in the name of LANDLORD or otherwise, for a term or terms extending beyond the Term of this Lease) and which may at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitorLANDLORD’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall option be less than that or exceed the period which may otherwise have constituted the balance of the term of this Lease and may grant reasonable concessions, or free rent; and TENANT shall also pay LANDLORD any deficiency between (1) all rent and additional charges hereby reserved and/or covenanted to be paid during that month by paid; and (2) the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excessnet amount, if any, of the amount rents collected on account of rent and charges equivalent the leasing of the Demised Premises for each month of the period which would otherwise have constituted the balance for the term of this Lease. In computing amount, there shall be added to the deficiency such expenses as LANDLORD may incur in connection with reletting, such as for brokerage, for keeping the Demised Premises in good order, and for preparing the same for reletting. Any such amount shall be paid in monthly installments by TENANT on the rent reserved days specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of LANDLORD to collect the deficiency for any subsequent month by a similar proceeding. LANDLORD, in its discretion, may make such alterations, repairs, replacements, and/or decorations in the Demised Premises as may be necessary for the remainder purpose of reletting the Demised Premises; and the making of such alterations and/or decorations shall not operate or be construed to release TENANT from liability hereunder as aforesaid. Provided LANDLORD has used commercially reasonable efforts to mitigate its damages and has used commercially reasonable efforts to relet the Demised Premises, LANDLORD shall not be liable for failure to relet the Demised Premises. In addition to the foregoing remedies described in this and preceding paragraphs, in the event TENANT shall file a voluntary petition in bankruptcy or take the benefit of any insolvency act or be dissolved or adjudicated as bankrupt, or if a receiver shall be appointed for its business or its assets and the appointment of such receiver is not vacated within sixty (60) days after such appointment, or if TENANT shall make an assignment for the benefit of its creditors, or if TENANT’s interest herein shall be sold under execution, then and forthwith thereafter LANDLORD shall have the right, at its option and without prejudice to its rights hereunder, to terminate this Lease and to re-enter and take possession of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be Demised Premises and/or declare immediately due and payable from all of the Tenant to the Landlordamounts as described above in this Article 31, which shall constitute a debt provable in bankruptcy or receivership.

Re-entry. Proviso for To re-entry by enter the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder Premises and remove all persons and all or any powers conferred property therefrom, either by summary dispossessory proceedings, ejectment or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefore, except for the negligent, willful or wanton acts or omissions of the Landlord, its agents, employees, representatives, licensees or invitees, and repossess and enjoy the Premises, together with all additions, alterations and improvements. Upon recovering possession of the Premises by reason of or based upon or arising out of a material default on the Landlord in this Lease, all with respect to non-payment part of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-entermay, as herein providedat Landlord's option, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, necessary in order to relet relet, and may relet, the Leased Premises, Premises or any part thereof for such term or terms (which may be parts thereof, without notice to Tenant, for a term or terms extending beyond which may at Landlord's option be less than or exceed the period which would otherwise have instituted the balance of the Term of this Lease) Lease and at such rental rent or rentals rents and upon such other terms and conditions as the Landlord in its Landlord's sole and absolute discretion may deem advisable. Upon seem advisable but within the then fair rentable value of the Premises and to such person or persons as may in Landlord's discretion seem best; upon each such reletting all rentals rents received by the Landlord from such reletting shall be applied, : first, to the payment of any indebtedness, indebtedness other than rent due hereunder, owing by the hereunder from Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees, solicitor’s fees and the reasonable attorney's fees and all costs of such alterations and repairs; third, to the payment of all rentals rent due and unpaid hereunder, ; and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same it may become due and payable hereunder. If the such rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by or the Landlord making of alternations and/or improvements thereto or the reletting thereof shall be construed as an election on its the part of Landlord to terminate this Lease unless a written notice of such intention is be given to Tenant. Landlord shall in no event be liable in any way whatsoever for failure after diligent attempts to relet the Premises or, in the event that the Premises or any part or parts thereof are relet, for failure to collect the rent after reasonable efforts to collect such rent thereof under such reletting. Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as Tenant's agent to collect the rents due and to become due under all subleases of the Premises or any parts thereof without in any way affecting Tenant's obligation to pay any unpaid balance of rent due or to become due hereunder. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.

Re-entry. Proviso for re-entry by In the event of any Default, Landlord on non-payment of rent shall also have the right, without demand or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in notice, without terminating this Lease, to re-enter the Premises and remove all with respect persons and property from the Premises, either by summary proceedings or by action at law, without being deemed guilty of trespass and without prejudice to non-any remedies for nonpayment or late payment of Minimum any Rent or additional rent, breach of any covenant. Such property may be exercised by removed and stored in a public warehouse or elsewhere at the Landlord immediately upon default being made by cost of and for the Tenant and without any notice thereof to the account of Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enterenter the Premises, as herein providedLandlord may terminate this Lease, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time time, without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, all or any part thereof of the Premises as agent for Tenant for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by , with the Landlord from such reletting shall be applied, first, right to make alterations and repairs to the payment Premises as Landlord, in Landlord's reasonable judgment, considers advisable and necessary for the purpose of any indebtedness, other than rent due hereunder, owing by reletting the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthlyPremises. No such re-entry or taking possession of the Leased Premises by the Landlord pursuant to this Section 23.3 shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant or unless the Tenanttermination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, the If Landlord may at any time thereafter elect to terminate terminates this Lease for such previous breach. Should or re-enters the Landlord at any time terminate Premises pursuant to this Lease for any breachArticle 23, Tenant shall remain liable (in addition to accrued liabilities) for: (i) any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth unpaid Rent due at the time of termination, plus interest thereon from the due date at the Prime Rate; provided, however, that if such termination interest is limited by law to a lesser amount, Landlord shall be If Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated and agreed final damages in lieu of Tenant's liability hereunder: (i) the then present cash value of the excessRent, and all other sums which would have been payable under this Lease from the date of such demand to the date when this Lease would have expired if anyit had not been terminated, minus (ii) the fair market value of the Premises for the same period; provided, however, that if such damages are limited by law to a lesser amount, Landlord shall be entitled to prove as liquidated damages the maximum amount of rent and charges equivalent permitted by law. Landlord shall use commercially reasonable efforts to relet the Premises in the event this Lease is terminated pursuant to the rent reserved in provisions of this Lease for the remainder Article 23. Tenant, on its own behalf and on behalf of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Termall persons claiming through Tenant, including, but not limited to, all of creditors, does hereby waive any and all rights and privileges, so far as is permitted by law, which amounts shall be immediately due Tenant and payable from all such persons might otherwise have under any present or future law: (i) to redeem the Tenant Premises; (ii) to reenter or repossess the Landlord.Premises;

Re-entry. Proviso for re-entry by the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, to the payment of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.

Re-entry. Proviso PROVISION FOR RE-ENTRY by the said Lessor on non-payment of net rent for a period of Seven (7) business days and for any other rent for fifteen (15) business days or non-performance of covenant for fifteen (15) days or such longer period as is reasonably required to cure such default after written notice from the Lessor. The above powers may be exercised whether legal demand for the rent has been made of not. Provided, further, that upon such re-entry by the Landlord on non-payment Lessor under the terms of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder this paragraph, or any powers conferred on other provision or provisions of this lease, the Landlord landlord may, in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant addition to any notice provided for by lawother remedies to which the Lessor my be entitled, it may either terminate this Lease or it may at its option, at any time and from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, demised premises or any part or parts thereof for such term the account of the Lessee or terms (which may be for a term or terms extending beyond otherwise and receive and collect the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as rents thereof, applying the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, first, same first to the payment of any indebtednesssuch expenses as the Lessor may have incurred in recovering possession of the demised premises including the legal expenses and solicitors' fees and for putting the same into good order or condition or preparing or altering the same for re-rental and all other expenses, other than rent due hereundercommissions and charges paid, owing assumed or incurred by the Tenant Lessor in or about re-letting the premises and then to the Landlord; second, to fulfilment of the payment covenants of the tenant hereunder. Any such re-letting herein provided for may be for the remainder of the term as originally granted or for a longer or shorter period. In any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereundercase, and whether or not the residue, if any, shall demised premises or any part hereof be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunderre-let, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall Lessor the rental hereby reserved and all other sums required to be calculated and paid monthly. No such re-entry by the Tenant up to the time of the termination of this lease or taking of recovery of possession of the Leased Premises demised premises by the Landlord shall be construed Lessor, as an election on its part the case may be, and thereafter the Lessee covenants and agrees, if required by the Lessor, to terminate this Lease unless a written notice of such intention is given pay to the Tenant. Notwithstanding any such reletting without terminationLessor until the end of the term of this lease, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination equivalent of the excessamount of all the rental hereby reserved and all other sums required to be paid by the Lessee hereunder, less the net avails or re-letting, if any, and the same shall be due and payable by the Lessee to the Lessor on the days herein provided for rental, that is to say upon each of the days herein provided for the payment of rental, the Lessee shall pay to the Lessor the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the deficiency then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlordexisting.

Re-entry. Proviso for To the greatest extent allowed by applicable law, Landlord or Landlord’s agents and employees may immediately or at any time thereafter re-entry by enter the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for thereof, peaceably but using such term or terms (which reasonable force as may be for a term required, and without judicial process, or terms extending beyond by any suitable action or proceeding at law, and may repossess the Term Premises, and may remove any persons, fixtures or chattels therefrom, to the end that Landlord may have, hold and enjoy the Premises. In the event of this Lease) and at any such rental or rentals retaking of possession of Premises by Landlord, Tenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may in addition to any other remedies allowed by law, remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay all sums due hereunder together with the cost of storing any such other terms property within thirty (30) days after it has been stored, Landlord may sell any or all of such property at public or private sale and conditions as shall apply the Landlord in its sole discretion may deem advisable. Upon each proceeds of such reletting all rentals received by the Landlord from such reletting shall be applied, sale first, to the payment cost of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlordsuch sale; second, to the payment of any costs the charges and expenses of such relettingfor reentry, including brokerage fees, solicitor’s fees removal and the costs of such alterations and repairsstorage; third, to the payment of all rentals any other sums of money that may be due and unpaid hereunder, from Tenant to Landlord under the terms of this Lease; and the residuebalance, if any, shall to Tenant. Tenant hereby waives all claims for damages that may be held caused by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such ’s re-entry or entering and taking possession of the Leased Premises by or removing and storing or selling the property of Tenant as herein provided, and will indemnity, defend and save Landlord harmless from loss, costs or damages to Tenant occasioned thereby, and no such reentry shall be considered or construed as an election on its part to terminate this Lease unless be a written notice of such intention is given to the Tenantforcible entry. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the LandlordRE-ENTRY OR TAKING POSSESSION OF SAID PREMISES BY LANDLORD SHALL NOT BE CONSTRUED AS AN ELECTION ON ITS PART TO TERMINATE THIS LEASE UNLESS A WRITTEN NOTICE OF SUCH INTENTION IS GIVEN TO TENANT.

Re-entry. Proviso for To the greatest extent allowed by applicable law, Landlord or Landlord’s agents and employees may immediately or at any time thereafter re-entry by enter the Landlord on non-payment of rent or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, or any part thereof for thereof, peaceably but using such term or terms (which reasonable force as may be required, and without judicial process, or by any suitable action or proceeding at law, and may repossess the Premises, and may remove any persons, fixtures or chattels therefrom, to the end that Landlord may have, hold and enjoy the Premises. Any judicial action for a term the eviction of Tenant shall be governed by the process set forth in the Forcible Entry and Wrongful Detainer statutes set forth in ORS 105.105 et seq., or terms extending beyond any successor statute, as the Term same may be amended, notwithstanding that all or part of this Lease) and at any such rental or rentals statute may not otherwise apply to nonresidential space. In the event of any such retaking of possession of Premises by Landlord, Tenant shall remove all personal property located thereon and upon failure to do so upon demand of Landlord, Landlord may in addition to any other remedies allowed by law, remove and store the same in any place selected by Landlord, including but not limited to a public warehouse, at the expense and risk of Tenant. If Tenant shall fail to pay all sums due hereunder together with the cost of storing any such other terms property within thirty (30) days after it has been stored, Landlord may sell any or all of such property at public or private sale and conditions as shall apply the Landlord in its sole discretion may deem advisable. Upon each proceeds of such reletting all rentals received by the Landlord from such reletting shall be applied, sale first, to the payment cost of any indebtedness, other than rent due hereunder, owing by the Tenant to the Landlordsuch sale; second, to the payment of any costs the charges and expenses of such relettingfor reentry, including brokerage fees, solicitor’s fees removal and the costs of such alterations and repairsstorage; third, to the payment of all rentals any other sums of money that may be due and unpaid hereunder, from Tenant to Landlord under the terms of this Lease; and the residuebalance, if any, shall to Tenant. Tenant hereby waives all claims for damages that may be held caused by Landlord’s re-entering and taking possession of the Premises or removing and storing or selling the property of Tenant as herein provided and in accordance with applicable law, and will indemnify, defend and save Landlord harmless from loss, costs or damages to Tenant occasioned thereby, and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No no such re-entry or taking possession of the Leased Premises by the Landlord shall be considered or construed as an election on its part to terminate this Lease unless be a written notice of such intention is given to the Tenantforcible entry. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to the rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value as determined by the Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the LandlordRE-ENTRY OR TAKING POSSESSION OF SAID PREMISES BY LANDLORD SHALL NOT BE CONSTRUED AS AN ELECTION ON ITS PART TO TERMINATE THIS LEASE UNLESS A WRITTEN NOTICE OF SUCH INTENTION IS GIVEN TO TENANT.

Re-entry. Proviso for re-entry by In the event of any Default, Landlord on non-payment of rent shall also have the right, without demand or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in notice, without terminating this Lease, to re-enter the Premises and remove all with respect persons and property from the Premises, either by summary proceedings or by action at law, without being deemed guilty of trespass and without prejudice to non-any remedies for nonpayment or late payment of Minimum any Rent or additional rent, breach of any covenant. Such property may be exercised by removed and stored in a public warehouse or elsewhere at the Landlord immediately upon default being made by cost of and for the Tenant and without any notice thereof to the account of Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enterenter the Premises, as herein providedLandlord may terminate this Lease, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time time, without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, all or any part thereof of the Premises as agent for Tenant for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by , with the Landlord from such reletting shall be applied, first, right to make alterations and repairs to the payment Premises as Landlord, in Landlord's reasonable judgment, considers advisable and necessary for the purpose of any indebtedness, other than rent due hereunder, owing by reletting the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthlyPremises. No such re-entry or taking possession of the Leased Premises by the Landlord pursuant to this Section 23.3 shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant or unless the Tenanttermination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, the If Landlord may at any time thereafter elect to terminate terminates this Lease for such previous breach. Should or re-enters the Landlord at any time terminate Premises pursuant to this Lease for any breachArticle 23, Tenant shall remain liable (in addition to accrued liabilities) for: (i) any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth unpaid Rent due at the time of termination, plus interest thereon from the due date at the Prime Rate; provided, however, that if such interest is limited by law to a lesser amount, Landlord shall be entitled to the maximum amount of interest permitted by law, (ii) subject to clause (v) of this paragraph, Rent until the date this Lease would have expired had such termination not occurred; (iii) any and all reasonable expenses (including all reasonable attorneys' fees, costs and brokerage fees) incurred by Landlord in re-entering and repossessing the Premises, in making good any Default by Tenant, in protecting and preserving the Premises by use of watchmen and caretakers and in reletting the Premises (subject to the provisions of the excess, if any, immediately preceding paragraph and provided that Tenant shall not be liable for any expenses incurred by Landlord with respect to alterations which are not consistent with the use of the Premises as an athletic club and/or a use(s) complementary to an athletic club); and (iv) any other amount of rent and charges equivalent reasonably necessary to compensate Landlord for any other detriment actually caused Landlord by Tenant's failure to perform its obligations under this Lease, less (v) the net proceeds received by Landlord from any reletting prior to the rent reserved date this Lease would have expired if it had not been terminated. Tenant agrees to pay to Landlord the amount so owned above for each month during the Term, at the beginning of each such month. Any suit brought by Landlord to enforce collection of such amount for any one month shall not prejudice Landlord's right to enforce the collection of any such amount for any subsequent month. In addition to the foregoing, and without regard to whether this Lease has been terminated, Tenant shall pay to Landlord all costs incurred by Landlord, including reasonable legal fees and costs, with respect to any lawsuit or action instituted or taken by Landlord to enforce the provisions of this Lease. Tenant's liability shall survive the institution of summary proceedings and the issuance of a warrant or writ thereunder. If Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated and agreed final damages in lieu of Tenant's liability hereunder: (i) the then present cash value of the Rent, and all other sums which would have been payable under this Lease from the date of such demand to the date when this Lease would have expired if it had not been terminated, minus (ii) the fair market value of the Premises for the same period; provided, however, that if such damages are limited by law to a lesser amount, Landlord shall be entitled to prove as liquidated damages the maximum amount permitted by law. Landlord shall use commercially reasonable efforts to relet the Premises in the event this Lease is terminated pursuant to the provisions of this Article 23. Tenant, on its own behalf and on behalf of all persons claiming through Tenant, including, but not limited to, all creditors, does hereby waive any and all rights and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have under any present or future law: (i) to redeem the Premises; (ii) to reenter or repossess the Premises; (iii) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment, warrant or writ of any court or judge, or any re-entry by Landlord, any expiration or termination of this Lease, whether such dispossession, re-entry, expiration or termination of this Lease shall be by operation of law or pursuant to the provisions of this Lease; or (iv) to the service of any notice of intention to re-enter or notice to quit which may otherwise be required to be given. The words "disposition," "re-enter", and "re-elected" as used in this Lease for shall not be deemed to be restricted to their technical meanings. In the remainder event of any breach or threatened breach by Tenant or any persons claiming through Tenant of any of the stated Term over the then reasonable rental value as determined by the provisions contained in this Lease, Landlord for the remainder of the stated Term, all of which amounts shall be immediately due entitled to enjoin such breach or threatened breach and payable from shall have the Tenant right to the Landlordinvoke any right or remedy allowed at law, in equity, or otherwise.

Re-entry. Proviso for re-entry by If an Event of Default exists, then Landlord shall also have the Landlord on non-payment of rent right and is authorized, with or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in this Lease, all with respect to non-payment of Minimum Rent or additional rent, may be exercised by the Landlord immediately upon default being made by the Tenant and without any notice thereof to the Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enter, as herein provided, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, with or any part thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by the Landlord from such reletting shall be applied, firstwithout notice, to the payment of any indebtednessextent permitted by applicable law, to re-enter the Premises, change or pick the locks, access codes, or other than rent due hereunder, owing by the Tenant access control devices to the Landlord; second, to Premises or the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunderBuilding, and to take any self-help measures or judicial action to remove and exclude Tenant and other occupants from the residuePremises, if anywithout liability for any resulting Damages. Landlord also is entitled to use the measures in the preceding sentence to remove all property from the Premises, shall which then may be held by stored in a public warehouse or elsewhere at the Landlord cost of and applied in payment for the account of future rent as the same may become due and payable hereunderTenant. If Landlord re-enters the rentals received from such reletting during any month shall Premises or terminates this Lease pursuant to this Section 28.d, then Tenant waives all claims for Damages that may be less than caused by that to be paid during that month re-entry or termination by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. No such Neither the re-entry or taking possession of the Leased Premises by Landlord pursuant to this Section 28.d, nor the service by Landlord of any notice pursuant to the forcible entry and detainer statutes of the State of Texas and the surrender of the Premises pursuant to that notice, shall be construed as an election on its part to terminate this Lease unless a written notice of such Landlord's intention to terminate the Lease is given to Tenant or unless the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth at the time of such termination of the excessLease is decreed by a court of competent jurisdiction, if any, of the amount of rent and charges equivalent to the rent reserved Tenant's obligations shall remain in this Lease effect for the remainder of the stated Term over Term. To the then reasonable rental value as determined by extent of any inconsistency or conflict between this Lease and the Landlord for the remainder provisions of Section 93.002 of the stated TermTexas Property Code (as amended, supplemented, modified, recodified, and/or replaced on one or more occasions, the "TPC"), it is the agreement of the parties that this Lease shall supersede Section 93.002. Landlord may take these actions without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer and without inclining any liability for damage resulting from these actions, including, without limitation, any liability arising under Chapter 93 of the TPC, and without relinquishing Landlord's fight to collect Rent, or any other right given to Landlord under this Lease or by operation of law. Tenant waives any and all rights to claim Damages for Landlord's re-entry and expulsion pursuant to this Lease, including any rights granted to Tenant by Chapter 93 of which amounts shall be immediately due and payable from the Tenant to the LandlordTPC.

Re-entry. Proviso for re-entry by In the event of any Default, Landlord on non-payment of rent shall also have the right, without demand or non-performance or non-observance of covenants. The Landlord’s right of re-entry hereunder or any powers conferred on the Landlord in notice, without terminating this Lease, to re-enter the Premises and remove all with respect persons and property from the Premises, either by summary proceedings or by action at law, without being deemed guilty of trespass and without prejudice to non-any remedies for nonpayment or late payment of Minimum any Rent or additional rent, breach of any covenant. Such property may be exercised by removed and stored in a public warehouse or elsewhere at the Landlord immediately upon default being made by cost of and for the Tenant and without any notice thereof to the account of Tenant, notwithstanding anything contained herein or in the Commercial Tenancies Act of Ontario to the contrary. If the Landlord elects to re-enterenter the Premises, as herein providedLandlord may terminate this Lease, or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time time, without terminating this Lease, make such alterations and repairs as may be necessary, in order to relet the Leased Premises, all or any part thereof of the Premises as agent for Tenant for such term or terms (which may be for a term or terms extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals received by , with the Landlord from such reletting shall be applied, first, right to make alterations and repairs to the payment Premises as Landlord, in Landlord's reasonable judgment, considers advisable and necessary for the purpose of any indebtedness, other than rent due hereunder, owing by reletting the Tenant to the Landlord; second, to the payment of any costs and expenses of such reletting, including brokerage fees, solicitor’s fees and the costs of such alterations and repairs; third, to the payment of all rentals due and unpaid hereunder, and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rentals received from such reletting during any month shall be less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthlyPremises. No such re-entry or taking possession of the Leased Premises by the Landlord pursuant to this Section 23.3 shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant or unless the Tenanttermination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, the If Landlord may at any time thereafter elect to terminate terminates this Lease for such previous breach. Should or re-enters the Landlord at any time terminate Premises pursuant to this Lease for any breachArticle 23, Tenant shall remain liable (in addition to accrued liabilities) for: (i) any remedies it may have, it may recover from the Tenant all damages it has incurred or may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable solicitor’s fees, and including the worth unpaid Rent due at the time of termination, plus interest thereon from the due date at the Prime Rate; provided, however, that if such interest is limited by law to a lesser amount, Landlord shall be entitled to the maximum amount of interest permitted by law, (ii) subject to clause (v) of this paragraph, Rent until the date this Lease would have expired had such termination not occurred; (iii) any and all reasonable expenses (including all reasonable attorneys' fees, costs and brokerage fees) incurred by Landlord in re-entering and repossessing the Premises, in making good any Default by Tenant, in protecting and preserving the Premises by 8 use of watchmen and caretakers and in reletting the Premises (subject to the provisions of the excess, if any, immediately preceding paragraph and provided that Tenant shall not be liable for any expenses incurred by Landlord with respect to alterations which are not consistent with the use of the Premises as an athletic club and/or a use(s) complementary to an athletic club); and (iv) any other amount of rent and charges equivalent reasonably necessary to compensate Landlord for any other detriment actually caused Landlord by Tenant's failure to perform its obligations under this Lease, less (v) the net proceeds received by Landlord from any reletting prior to the rent reserved date this Lease would have expired if it had not been terminated. Tenant agrees to pay to Landlord the amount so owed above for each month during the Term, at the beginning of each such month. Any suit brought by Landlord to enforce collection of such amount for any one month shall not prejudice Landlord's right to enforce the collection of any such amount for any subsequent month. In addition to the foregoing, and without regard to whether this Lease has been terminated, Tenant shall pay to Landlord all costs incurred by Landlord, including reasonable legal fees and costs, with respect to any lawsuit or action instituted or taken by Landlord to enforce the provisions of this Lease. Tenant's liability shall survive the institution of summary proceedings and the issuance of a warrant or writ thereunder. If Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated and agreed final damages in lieu of Tenant's liability hereunder: (i) the then present cash value of the Rent, and all other sums which would have been payable under 9 this Lease from the date of such demand to the date when this Lease would have expired if it had not been terminated, minus (ii) the fair market value of the Premises for the same period; provided, however, that if such damages are limited by law to a lesser amount, Landlord shall be entitled to prove as liquidated damages the maximum amount permitted by law. Landlord shall use commercially reasonable efforts to relet the Premises in the event this Lease is terminated pursuant to the provisions of this Article 23. Tenant, on its own behalf and on behalf of all persons claiming through Tenant, including, but not limited to, all creditors, does hereby waive any and all rights and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have under any present or future law: (i) to redeem the Premises; (ii) to reenter or repossess the Premises; (iii) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment, warrant or writ of any court or judge, or any re-entry by Landlord, any expiration or termination of this Lease, whether such dispossession, re-entry, expiration or termination of this Lease shall be by operation of law or pursuant to the provisions of this Lease; or (iv) to the service of any notice of intention to re-enter or notice to quit which may otherwise be required to be given. The words "disposition," "re-enter", and "re-elected" as used in this Lease for shall not be deemed to be restricted to their technical meanings. In the remainder event of any breach or threatened breach by Tenant or any persons claiming through Tenant of any of the stated Term over the then reasonable rental value as determined by the provisions contained in this Lease, Landlord for the remainder of the stated Term, all of which amounts shall be immediately due and payable from the Tenant to the Landlord.125