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Back to 1998 By-laws index



        
Authority:     Corporate Services Committee Report No. 8(1), July 8, 9 and 10, 1998
Intended for first presentation to Council: July 8, 1998
Adopted by Council:  July 10, 1998       CITY OF TORONTO

                                       BY-LAW No. 458-1998

                  To acquire certain interests in land for or in connection with
                          the Rapid Transit Expansion Program (R.T.E.P.)

        WHEREAS notice  of an  application  to the  Council of  the  Municipality of  Metropolitan
Toronto, now the City  of Toronto, for  approval to expropriate the interests in  land hereinafter
described for or in  connection with the Sheppard  Subway Project  of the Rapid Transit  Expansion
Program (R.T.E.P.)  has been  served  on  the registered  owners thereof  and has  been  published
pursuant to the provisions of the Expropriations Act; and

        WHEREAS no notice in  writing of a desire for a hearing has  been received with respect to
such interests and the time for giving such notice has expired;

        The Council of the City of Toronto HEREBY ENACTS as follows:

        1.     The  expropriation of  the interests  in  land  set forth  in section  2 is  hereby
approved.

        2.     Pursuant  to  the  provisions  of  subsection  191(1)  of  the  Municipal  Act, the
interests described in clauses  (a),(b),(c) and (d) of this  section 2 are hereby expropriated for
or in connection with the Sheppard  Subway Project of the Rapid  Transit Expansion Program, of and
from the interest of  those tenants listed in  Schedule  D  attached  hereto, in a portion  of the
property  municipally known as  1800 Sheppard Avenue East and being  those lands at the north east
corner  of Sheppard Avenue  East and  Don Mills  Avenue legally  described as  parts of Lot  16 in
Concession 3,  East of Yonge Street, in the City of Toronto (formerly the  City of North York) and
being:

               (a)     the entirety of such interest  in those lands designated as Parts  1, 2, 3,
                       4, 6, 8, 14,  16, 17, 20, 23,  24, 27, 28, 34,  35, 50 and 66 on  Reference
                       Plan No. 66R-17954;

               (b)     the easement interests as described in Schedule  A  attached hereto, in the
                       lands referred to therein;

               (c)     the  leasehold interest as described  in Schedule  B   hereto, in the lands
                       referred to therein; and

               (d)     the easement interests  as described in Schedule   C  hereto, in the  lands
                       referred to therein.

        3.     Authority  is  hereby granted  for the  signing,  sealing  and registration  in the
proper  Land Registry  Office  of  the  plans  showing  the lands  and  interests  in land  to  be
expropriated pursuant to section 2, including the payment of all expenses incidental thereto.

        4.     The Commissioner of Corporate  Services is hereby authorized to sign, and serve  on
the registered owners  of the  properties set forth  in section  2, the  Notices of  Expropriation
(along  with  copies of  Notices  of  Election as  to  a Date  for  Compensation) and  Notices  of
Possession contemplated by the Expropriations Act.

        5.     The Mayor of the Council and the proper officers of the City  are hereby authorized
and directed to do  all things necessary to  give effect to  this by-law,  and the City Clerk  and

City Treasurer  are hereby directed  to execute all  documents necessary  in that behalf,  and the
said Treasurer  is hereby authorized and directed to  affix the corporate seal  of the City to all
such documents.
        ENACTED AND PASSED this 10th day of  July, A.D. 1998.
CASE OOTES,                                                                NOVINA WONG,           
        Deputy Mayor                                                                    City Clerk

(Corporate Seal)

                               SCHEDULE  A  TO BY-LAW No. 458-1998 
                                       PRINCIPAL EASEMENTS
A.      DEFINITIONS:

        For the purposes of this Schedule:

        (a)     AFE   means the automatic fare entrance providing a means of ingress to and egress
               from the  Station, located  approximately in the  centre of the  Parking Deck  and,
               more particularly, to be located within Parts Nos. 17 and  50 on the Reference Plan
               66R-17954;

        (b)     Bus Station   means the fifteen  (15) bay  bus station, situated  primarily below-
               grade and  generally  underneath a  portion  of  the  Parking Deck,  together  with
               associated ramps  and driveways, to  be located within Parts Nos. 1,  8, 9, 14, 16,
               21, 32, 35, 41, 43,  45, 66 and 69 on Reference Plan 66R-17954;

        (c)     Maintenance   means the  existence,  operation, inspection,  maintenance,  repair,
               alteration, re-construction and, as necessary, removal and replacement  (including,
               without  limitation, those activities  of the  kinds just  described, the  costs of
               which,  in accordance  with   generally  accepted  accounting principles,  would be
               treated as capital in nature), and Maintained and Maintaining have like meanings;

        (d)     Mall   means the  lands and  premises more  particularly described  in Section  C 
               herein  and  retail shopping  mall  and  ancillary facilities  constructed thereon,
               including associated parking   located in the City of Toronto, commonly referred to
               as  Fairview Mall ;

        (e)     MEB  means the main  entrance building fronting on  Sheppard Avenue East providing
               a means of ingress to and egress from  the Station, to be located within Part No. 2
               on Reference Plan 66R-17954;

        (f)     Parkade   means the  four (4)  storey above-grade parking  facility to  be located
               within Parts  Nos. 10, 11, 12, 13, 36, 37, 48, 49, 51, 52, 53,  54, 55, 56, 57, 58,
               59, 60, 61, 62, 65 and 68 on Reference Plan 66R-17954;

        (g)     Parking  Deck    means  the  at-grade   replacement  parking  deck  together  with
               associated ramps  and driveways to be  located  within Parts  Nos. 15,  18, 19, 29,
               30, 31, 33, 43, 44, 46, 63 ,64 and 70 on Reference Plan 66R-17954; 

        (h)     Parking  Facility   means  the  Parking  Deck  and  Parkade  including  driveways,
               elevators, escalators, stairwells and vent shafts (if any) located therein;

        (i)     Planters  means  the terrassed  landscaping planters  (including replacement  soil
               and  vegetation as same  may from time  to time be  required) to  be located within
               Parts Nos. 25 and 26 on Reference Plan 66R-17954;

        (j)     PPUDO  means the  passenger pick-up and drop-off facility  for the use of  transit
               patrons, to be located within Parts Nos. 40 and 47 on Reference Plan 66R-17954;  

        (k)     PSS  means the power sub-station appurtenant to the transit system, to be  located
               within Parts Nos. 4, 34 and 35 on Reference Plan 66R-17954;

        (l)     Principal  Easements  means  the   Transferors   Support Easement ,   Transferee s
               Support Easement ,  Access  Easement ,  Transit Easement ,  Vent Easement ,   PPUDO
               Easement ,  Transferors  Sewer Easement   and  Transferee s Sewer Easement , all as
               defined and contained in Section  B  hereof;

        (m)     Property  means the lands located generally at the north-east corner of Don  Mills
               Road  and  Sheppard  Avenue East  in the  City of  Toronto, being  part of  Lot 16,
               Concession 3, East of Yonge Street and more particularly designated  as Parts 5, 7,
               9, 10, 11, 12, 13, 15, 18, 19, 21, 22, 25, 26, 29, 30, 31, 32,  33, 36, 37, 38, 39,
               40, 41,  42, 43, 44, 45, 46,  47, 48, 49,  51, 52, 53, 54, 55, 56,  57, 58, 59, 60,
               61, 62, 63, 64,  65, 67, 68, 69 and 70, on Reference Plan 66R-   17954 within which
               the Parking Facility is to be constructed;

        (n)     Station  means  those portions  of the  Don Mills  Station of  the transit  system
               operated by  the Transferee or the  Toronto Transit Commission  to be comprised  of
               the  Subway,  Bus Station,  PPUDO,  MEB, AFE    PSS and  Vents,  together  with all
               associated means  of access  and egress  thereto and  therefrom including,  without
               limitation, driveways, accessways, elevators, escalators and stairwells;

        (o)     Subway   means  the  Sheppard  Subway  together  with  all  works  appurtenant  or
               ancillary thereto,  to be  constructed primarily  within the  Sheppard Avenue  East
               road allowance, the remaining  portions of which are  to be constructed  within the
               Transferee s Lands;

        (p)     Transferee  means the City of Toronto,  its local boards, agencies and commissions
               as  established from time  to time  by statute  or regulations,  including, without
               limitation, the City of Toronto Act, 1997 (No. 2);

        (q)     Transferee s Fee Lands   means the lands being the freehold and leasehold interest
               in part of Parcel 16-6, Section  Y-15, being part of Lot  16, Concession 3, East of
               Yonge Street, designated  as Parts 1,  2, 3, 4, 6, 8,  14, 16, 17, 20, 23,  24, 27,
               28, 34, 35, 50 and 66 on Reference Plan 66R-17954.

        (r)     Transferee s Lands  means the lands  being part of Lot 16,  Concession 3, East  of
               Yonge Street and more particularly described in Instrument No. E177688;

        (s)     Transferors   Equipment   means  those  drainage  pipes  and  electrical   conduit
               necessary for  the use  and operation  of the  Parking Facility located  within the
               Transferee s Lands;

        (t)     Transferee s  Parkade Equipment  means CCTV, alarm and  intercom systems, commuter
               parking gate  control equipment,  gates, barriers, signals,  signs, ticket  windows
               and/or booths  and mechanical and electrical  equipment located  within the Parkade
               and belonging to the Transferee from time to time; and

        (u)     Vents  means  the intake  and exhaust  vents serving  the Station,  to be  located
               within Parts Nos. 3, 9, 20, 21, 23, 24, 27 and 28 on Reference Plan No. 66R-17954.

B.      EASEMENTS

1.      PPUDO EASEMENT (Parts Nos. 40 and 47, Plan 66R-17954)

        (1)    Easement

               Together with, as appurtenant to the Transferee s Fee  Lands in perpetuity, for the
               benefit   of  the  Transferee  and  its  patrons,  agents,  servants,  contractors,
               employees and workers:

               (a)     an exclusive easement or rights in the nature of an easement, in,  on, over
                       and through those  portions of the Property comprised of  Parts Nos. 40 and
                       47  on Reference  Plan 66R-17954  (the    PPUDO Easement  Lands  )  for the
                       purposes of the construction and Maintenance of the PPUDO; and

               (b)     an exclusive  easement to  enter in,  upon, and  across the  PPUDO Easement
                       Lands at all times  with all necessary plant, machinery,  tools, implements
                       and materials  as may be reasonably  necessary for the purposes  set out in
                       clause 1(1)(a) hereof or otherwise in connection with the PPUDO or any part
                       thereof;
               (collectively, the  PPUDO Easement ).

               The benefitting lands are the Transferee s Fee Lands.

               (c)     Restriction

               The Transferors shall  grant no other  easement or other right or  interest in, on,
               over or through the  PPUDO Easement Lands or any  of them without the prior consent
               of the  Transferee which may,  notwithstanding paragraph  9 hereof, be  withheld in
               its sole and absolute discretion.




2.      TRANSIT EASEMENT      (Parts Nos. 32, 41, 43, 44, 45, 69 and 70, Plan 66R-17954)

        (1)    Easement

               Together with, as appurtenant to the Transferee s Fee Lands in perpetuity:

               (a)     for the  benefit of the Transferee,  its vehicles and  their operators, the
                       use and operation of  driveways, accessways or rights-of-way, as  same may,
                       from time to time, exist for the purposes of ingress and egress to and from
                       the Bus  Station from and to the public highways bordering the Property for
                       public transit purposes (the  Transitway ), as follows:

                       (i)    an exclusive easement or  rights in the nature  of an easement,  in,
                              on,  across,  over  and  through  those  portions  of  the  Property
                              comprised of  Parts Nos. 32, 41,  45 and 69  on Reference Plan  66R-
                              17954;

                       (ii)   an easement or  rights in the nature of  an easement in common  with
                              all others  entitled thereto in, on,  over and  through that portion
                              of the  Property comprised  of Part No.  43 on  Reference Plan  66R-
                              17954; and

                       (iii)  in  the event that  Parts Nos.  45 and/or 69 on  Reference Plan 66R-
                              17954 is or are temporarily non-useable  for such purposes (due  to,
                              without limitation, the temporary encumbrance thereof by damaged  or
                              disabled transit vehicles), permission to temporarily use in  common
                              with all  others entitled thereto, respectively,  Parts Nos. 44  and
                              70 on Reference Plan 66R-17954 for such purposes;

               (Parts Nos. 32, 41, 43, 44, 45, 69  and 70 on Reference Plan 66R-17954  referred to
               in sub-clauses  (i) to (iii)  inclusive of clause  2(1)(a) above being  hereinafter
               collectively referred to as the  Transit Easement Lands ); and

               (b)     for the  benefit  of the  Transferee,  its agents,  servants,  contractors,
                       employees and  workers, an easement to  enter in, on, over  and through the
                       Transit  Easement Lands at all  times with all  necessary plant, machinery,
                       tools, implements and materials as may be necessary for the purposes of the
                       construction  and/or Maintenance of the  Transitway or any  part thereof in

                       connection  therewith,  including  without  limitation, the  repair  and/or
                       removal of damaged or disabled transit vehicles,
               (the easements  referred to in  clauses 2(1)(a)  and 2(1)(b) above  are hereinafter
               collectively referred to as the  Transit Easement ).
               The benefitting lands are the Transferee s Fee Lands.



        (2)    Restriction

               (a)     The Transferors shall grant  no other easement, or other right  or interest
                       in,  on, over  or  through those  portions  of the  Transit Easement  Lands
                       referred to  in clauses 2(1)(a)(ii) and (iii) and (b) hereof which would in
                       any  material  respect be  inconsistent with  the  purposes of  the Transit
                       Easement as set out  in paragraph 2(1 ) hereof without the prior consent of
                       the Transferee.

               (b)     The Transferors shall  grant no other  easement or other right  or interest
                       in,  on, over  or  through those  portions  of the  Transit  Easement Lands
                       referred to in  clause 2(1)(a)(i) hereof without  the prior consent  of the
                       Transferee which  may, notwithstanding paragraph  9 hereof, be  withheld in
                       its sole and absolute discretion.

3.      ACCESS EASEMENT       (Parts  Nos. 18, 22,  33, 42, 43,  44, 46, 63,  64, 67  and 70, Plan
                              66R-17954)

        (1)    Easement

               Together  with, as  appurtenant  to  the Transferee s  Fee Lands  in  perpetuity an
               easement  or  rights  in  the  nature  of  an  easement,  for  the  benefit of  the
               Transferee, its  agents, licensees and  patrons, in common  with the  rights of the
               Transferors  and its  tenants, subtenants,  customers, employees,  contractors  and
               agents:

               (a)     through  and along and  upon those portions  of the Property  consisting of
                       Parts Nos. 18, 63 and 67 on Reference Plan 66R-17954 , as pedestrian routes
                       and  Part No. 22  on Reference Plan  66R-17954 as a  pedestrian route, also
                       designated for use by persons with disabilities; and

               (b)     through and along  and upon those  portions of the  Property consisting  of
                       Parts Nos. 33, 42,  43, 44, 46, 64  and 70 on Reference Plan 66R-17954,  as
                       combined pedestrian and vehicular routes;

               (collectively,  the   Access  Easement  Lands )  for  the  purposes  of  direct and
               unobstructed ingress and  egress to and from the  Station by transit patrons  (both
               able-bodied  and disabled) from and  to the public  highways bordering the Property
               (the  Access Easement ). 

               The benefitting lands are the Transferee s Fee Lands.

        (2)    Restriction

               The Transferors shall grant no  other easement or  other right or interest in,  on,
               over, or  through the  Access Easement  Lands or  any of  them which  would in  any
               material respect be inconsistent  with the purposes of  the Access Easement  as set
               out in paragraph 3(1) hereof without the prior consent of the Transferee.

4.      VENTILATION EASEMENT  (Parts Nos. 9, 19 and 21, Plan 66R-17954)
        (1)    Easement
               Together with, as appurtenant to the Transferee s Fee Lands in perpetuity, for  the
               benefit  of the  Transferee,  its  respective agents,  contractors,  licensees  and
               employees for the purposes  of construction and Maintenance of  the ventilation and
               exhaust system appurtenant to the Bus Station (the  Easement Vents ):

               (a)     an exclusive easement or rights  in the nature of an easement  in, on, over
                       and through those  portions of the Property consisting of  Parts Nos. 9 and
                       21 on Reference Plan 66R-17954;

               (b)     an easement  or rights in the  nature of an easement in  common with others
                       entitled  thereto through that portion  of the Property  consisting of Part
                       No. 19 on Reference Plan 66R-17954;

               (the  lands in  clauses  (a) and  (b)  of  this  paragraph 4(1)  being  hereinafter
               collectively referred to as the  Vent Easement Lands ); and

               (c)     an easement  to enter  at  all times  in, on,  over  and through  the  Vent
                       Easement  Lands  with  all  necessary vehicles,  plant,  machinery,  tools,
                       implements and materials  as may  be necessary for  purposes in  connection
                       with the construction and Maintenance of the Vents or any part thereof,

               (collectively, the  Vent Easement ).

               The benefitting lands are the Transferee s Fee Lands.

        (2)    Restriction

               (a)     The  Transferors shall grant no  other easement or  other right or interest
                       in, on, over or through  that portion of the Vent Easement  Lands described
                       in clause  4(1)(b) hereof or any  part thereof which would  in any material
                       respect be inconsistent  with the purposes of the Vent  Easement as set out
                       in paragraph 4(1) hereof, without the prior consent of the Transferee.

               (b)     The Transferors  shall grant no other  easement or other  right or interest
                       in, on, over or through those portions of the Vent Easement Lands described
                       in  clause 4(1)(a) hereof or any part  thereof without the prior consent of
                       the Transferee which may,  notwithstanding paragraph 9 hereof, be  withheld
                       in its absolute and sole discretion.





5.      SUPPORT EASEMENTS
        (1)    Transferors  Support Easement:   (Parts Nos. 1, 2, 3, 4,  6, 8, 14, 16, 17, 20, 23,
               24, 27, 28, 34, 35, 50 and 66, Plan 66R-17954)

                Reserving unto the Transferors  an easement in perpetuity for the right of support
               of  the Parking  Facility  by and  through the  Transferee s  Fee Lands  and  those
               structures including, without  limitation, any  existing or future (if permitted in
               accordance with the terms  hereof) foundation, column, beam,  girder or other  type
               of  structure which  provide support  for any  part of  the Parking  Facility  (the
                Support Structures ),  whether located  wholly or  partly within the  Transferee s
               Fee  Lands as  same from  time to  time  exist, together  with the  right, licence,
               easement or right in the nature  of an easement in favour  of the Transferors,  its

               employees, workers,  agents, and  contractors to  enter upon  the Transferee s  Fee
               Lands  as hereinafter  provided with  all  reasonably necessary  plant,  machinery,
               tools, implements and  materials as may  be necessary  for the  Maintenance of  the
               Support  Structures or  any  part  thereof (the   Transferors  Support  Easement );
               together with  a right of reasonable access to the Transferee s Fee Lands in common
               with others  entitled thereto through those portions of the  Transferee s Fee Lands
               as  are most directly  necessary for  the said purposes; provided  however that the
               Transferors shall not exercise its rights under this paragraph in such manner  that
               the  support  (whether  lateral,  vertical  or  otherwise),  existence,  operation,
               Maintenance, ventilation, stability or safety of  the Station and/or the  safety of
               transit patrons  shall in any manner  be endangered, or  in any materially  adverse
               way interfered with.
               The benefitting land is the Property.

        (2)    Transferee s Support Easement:  (Parts  Nos. 5, 7, 9, 10, 11,  12, 13, 15,  18, 19,
               21, 22,  25, 26, 29, 30, 31,  32, 33, 36, 37, 38,  39, 40, 41,  42, 43, 44, 45, 46,
               47, 48, 49, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63,  64, 65, 67, 68, 69
               and 70, Plan 66R-17954)
               Together  with  an  easement  as  appurtenant  to the  Transferee s  Fee  Lands  in
               perpetuity, for the  right of support of the  Station, by and  through the Property
               (including,  without  limitation, the  benefit  of  the  loading  and bearing  from
               structures located therein) and the Support  Structures, whether located wholly  or
               partly within the Property, as same may from time to time exist, together with  the
               right, licence, easement or  right in  the nature of an  easement in favour of  the
               Transferee,  its employees,  workers, agents,  and  contractors  to enter  upon the
               Property  as hereinafter provided  with all  reasonably necessary plant, machinery,
               tools,  implements and  materials  as may  be  necessary  to  Maintain the  Support
               Structures  or any  part thereof  (the  Transferee s  Support Easement );  together
               with  a right of  reasonable access to the Property  in common with others entitled
               thereto through those portions  of the Property as are most directly necessary  for
               the  said purposes;  provided however  that the  Transferee shall  not exercise its
               rights  under this  paragraph in  such manner  that  the support  (whether lateral,
               vertical  or otherwise), existence, operation,  Maintenance, ventilation, stability
               or safety  of the Parking Facility and/or the safety of Mall customers shall in any
               manner be endangered, or in any materially adverse way interfered with.

               The benefitting lands are the Transferee s Fee Lands.

        (3)    Restriction

               The Transferors  shall grant  no further  easement or  other right or  interest in,
               over or through  the Property which would in  any material respect be  inconsistent
               with the purposes  of the Transferee s Support  Easement without the  prior consent
               of the  Transferee and  the Transferee  shall grant  no further  easement or  other
               right or interest in,  on or through the Transferee s  Fee Lands which would in any
               material respect  be inconsistent  with the  purposes of  the Transferors   Support
               Easement without the prior consent of the Transferors.

6.      SEWER EASEMENTS

        (1)    Transferors  Sewer Easement:  (Part No. 8, Plan 66R-17954)

               Reserving unto the Transferors  an easement or rights in  the nature of an easement
               in perpetuity  for the  purpose of a  drainage sewer and  related facilities  (both
               existing and  future) required as part of the Parking  Facility (hereinafter called
               the  Transferors  Sewer )  in, on, over  and through  Part No. 8 on  Reference Plan
               66R-17954  (the   Transferors  Sewer  Lands )  together  with  the  right of  their
               employees,  workers, contractors  and agents  to enter  at  any  time in,  upon and

               through the  Transferors  Sewer Lands with  all necessary  plant, machinery, tools,
               implements and materials as  may be necessary for the purpose of the  construction,
               operation, use,  inspection,  repair, maintenance,  alteration, reconstruction  and
               replacement of  the Transferors  Sewer or any part thereof or  for any other lawful
               purpose in connection therewith (the Transferors  Sewer Easement ).
               The benefitting land is the Property.

        (2)    Transferee s Sewer Easement:  (Part No. 7, Plan 66R-17954)

               Together with an easement or rights  in the nature of an easement as appurtenant to
               the Transferee s Fee Lands  in perpetuity, for the  purpose of a  combined drainage
               and storm sewer and  related facilities (both existing and future) required as part
               of  the Station  (hereinafter  called the   Transferee s Sewer )  in, on,  over and
               through  Part No. 7 on  Reference Plan 66R-17954,  (the  Transferee s Sewer Lands )
               together with the right  of its employees, workers, contractors and agents to enter
               at any time in, upon  and through the Transferee s Sewer  Lands with all  necessary
               plant,  machinery, tools,  implements and  materials as  may be  necessary for  the
               purpose  of the  construction,  operation, use,  inspection,  repair,  maintenance,
               alteration, reconstruction  and replacement of the  Transferee s Sewer  or any part
               thereof or for any other lawful  purpose in connection therewith (the  Transferee s
               Sewer Easement ).

               The benefitting lands are the Transferee s Fee Lands.

        (3)    Restriction

               The Transferors shall grant no further easement or other right or interest in,  on,
               over or through  the Transferee s Sewer Lands which  would in any material  respect
               be inconsistent  with  the purposes  of the  Transferee s Sewer  without the  prior
               consent  of the Transferee  and the  Transferee shall grant no  further easement or
               other right or  interest   in, on,  over or  through the  Transferors  Sewer  Lands
               which  would in  any material  respect be  inconsistent  with  the purposes  of the
               Transferors  Sewer without the prior consent of the Transferors.

7.      ANCILLARY EASEMENTS

        (1)    Transferee s Ancillary Easement:  (Parts Nos.  5, 7, 9, 10, 11, 12, 13, 15, 18, 19,
               21, 22, 25, 26, 29, 30, 31, 32, 33, 36, 37, 38, 39, 40, 41, 42,  43, 44, 45 46, 47,
               48, 49, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64,  65, 67, 68, 69 and
               70, Plan 66R-17954)

               Together  with,  as  appurtenant  to  the  Transferee s  Fee  Lands  in perpetuity,
               easements or  rights in the nature of easements, in common with all others entitled
               thereto, as follows:

               (a)     in, over, through and along the Property for the use by  the Transferee its
                       agents,  licensees,  invitees,  contractors  and  employees  as  and  where
                       reasonably necessary for the purpose of access to, and the Maintenance of:

                       (i)    the buildings, structures  and fixtures forming part of the  Station
                              or  any  other buildings,  structures and  fixtures  located on  the
                              Transferee s Fee Lands from time to time; 

                       (ii)   the Transferee s Parkade Equipment; and

                       (iii)  those portions  of the  Transit Easement Lands located  within Parts
                              Nos. 32, 41 and 45 on Reference Plan 66R-17954;

               (b)     in, on  and through that portion of the Property located within Part No. 48
                       on Reference Plan 66R-17954 for the purpose  of allowing the Transferee its
                       agents, licensees, invitees, contractors and employees to annex, install or
                       attach  fixtures and  equipment appurtenant to  the structure  located from
                       time to time within Parts Nos. 17 and 50 on Reference Plan 66R-17954;
               (c)     in, over,  through and along the  Property for the purpose  of allowing the
                       Transferee its  agents, licensees,  invitees, contractors and  employees as
                       and where  reasonably necessary  to exercise their  rights and  obligations
                       under the Principal Easements; and


               (d)     through and along  the Property from and  to public highways bordering  the
                       Property as is reasonably necessary for the exercise by  the Transferee its
                       contractors, licensees and employees,  with all vehicles, plant, machinery,
                       tools, equipment, implements and  materials as may be  reasonably necessary
                       for the  exercise of the entitlements  set out in clauses  7(1)(a), (b) and
                       (c) hereof.

               The benefitting lands are the Transferee s Fee Lands.

        (2)    Transferors   Ancillary Easement:   (Parts Nos. 1, 2,  3, 4, 6, 8,  14, 16, 17, 20,
               23, 24, 27, 28, 34, 35, 50 and 66, Plan 66R-17954)

               Reserving unto the  Transferors as appurtenant to the Property, easements or rights
               in  the nature  of easements  in perpetuity,  in common  with all  others  entitled
               thereto, as follows:

               (a)     in, over,  through and along the Transferee s Fee Lands  for the use by the
                       Transferors, its  agents, licensees, invitees contractors  and employees as
                       and where  reasonably necessary  for  the purposes  of access  to, and  the
                       Maintenance of:

                       (i)    the  Planters and  the buildings,  structures and  fixtures  forming
                              part of the Parking Facility or  any other buildings, structures and
                              fixtures located on the Property from time to time;

                       (ii)   the Access Easements; and

                       (iii)  the Transferors  Equipment;

               (b)     in, over, through and along  the Transferee s Fee Lands for the  purpose of
                       allowing  the  Transferors, their  respective agents,  licensees, invitees,
                       contractors and  employees as and  where reasonably  necessary to  exercise
                       their rights and obligations under the Principal Easements; and

               (c)     through  and along the Transferee s  Fee Lands as  reasonably necessary for
                       the  exercise  by    the  Transferors  and  their  respective  contractors,
                       licensees  and  employees,  with  all vehicles,  plant,  machinery,  tools,
                       equipment,  implements and materials as may be reasonably necessary for the
                       exercise of the entitlements set out in clauses 7(2)(a) and 7(2)(b) hereof.

               The benefitting land is the Property.

8.      BENEFITTING PARTIES
        Any easement or right contained in the Transfer registered as Instrument No. E177688 shall
        be for the benefit not only of the parties hereto but also for the benefit of any tenants,
        subtenants, licensees, employees, agents, invitees and contractors of such party whom such
        party shall permit to use such easement.

9.      APPROVALS

        Where an approval or consent  is required pursuant hereto, such approval  or consent shall
        be  in  writing  and shall  not  be  unreasonably  withheld  or delayed  unless  otherwise
        specifically provided.

C.      MALL

FIRSTLY - FREEHOLD LANDS:

PIN 10048-0067(LT)

Parcel 16-6, Section Y15, being the freehold interest in:

Firstly: 

Parts of Lots 16 and 17, Concession 3,  East of Yonge Street, being Part  4 on Plan 66R-3563, save
and except Parts 5, 6 and 7 on Plan 66R-13970.

Subject to an  easement in favour of  The Hydro-Electric Commission of  the Borough of  North York
over Part 1 on Plan 66R-6460 as described in Instrument No. A462352.

Subject to an  easement in favour of   Her Majesty the  Queen in Right of  Ontario over Part 4  on
Plan 66R-13970 as described in Instrument No. C267776.

BA658  registered as  D293 confirms  part of  the boundaries  of this  land  as in  Instrument No.
A501297.

Secondly: 

Part of Lot 1, Expropriation Plan MX41 being Parts 2 and 3 on Plan 66R-13970.

Subject to an easement in  favour of Her Majesty the Queen in Right of Ontario over Part 3 on Plan
66R-13970 as described in Instrument No. C328708.

BA2408  registered as  D948 confirms  part of  the boundaries of  this land  as in  Instrument No.
C522526, Township of York/North York.



SAVE AND EXCEPT:

        In  the  City of  Toronto being  part of  Parcel  16-6, Section  Y-15, being  the freehold
        interest in part of Lot 16, Concession 3,  East of Yonge Street, designated as Parts 1, 2,
        3, 4, 6, 8, 14, 16, 17, 20, 23, 24, 27, 28, 34, 35, 50 and 66 on Plan 66R-17954.

SECONDLY - LEASEHOLD LANDS:

PIN 10048-0068(LT)

Parcel 16-6, Section Y-15, being the leasehold interest in:

Firstly:
Parts of Lots  16 and 17 in Concession 3, East of Yonge Street, designated as Part  4 of a plan of
Survey  of Record  in the  office of  Land  Titles  at Toronto  as R-3563,  save and  except those
portions of said Lots 16 and  17, Concession 3, East of Yonge Street, designated as Parts 5, 6 and
7  on Plan 66R-13970, subject  to an easement  in favour of  the Hydro-Electric  Commission of the
Borough of North York over Part 1 on Plan 66R-6460 as set out in Instrument No. A-462352.

Secondly:

Part of Lot 1,  Expropriation Plan MX-41, designated as Parts  2 and 3 on Plan 66R-13970,  subject
to an easement in favour of  Her  Majesty the Queen in Right of Ontario over  Part 3 on Plan  66R-
13970 as described in  Instrument No. C328708.  Part of  the boundaries of this land is  confirmed
by Plan BA-2408, registered as Plan D-948 as set out in Instrument No. C522526.

SAVE AND EXCEPT:

        In  the City  of Toronto  being part  of Parcel  16-6, Section  Y-15, being  the leasehold
        interest in part of Lot 16, Concession 3,  East of Yonge Street, designated as Parts 1, 2,
        3, 4, 6, 8, 14, 16, 17, 20, 23, 24, 27, 28, 34, 35, 50 and 66 on Plan 66R-17954.

                               SCHEDULE  B  TO BY-LAW No. 458-1998
                                      COMMUTER PARKING LEASE
1.      Definitions: 
         For the purposes of this Lease, including the preceding Recitals:

        (a)     Additional Rent  means  any and all monies and charges required to be  paid by the
               City  to Fairmall  or to any  third party  under or pursuant  to the terms  of this
               Lease, save only for Basic Annual Rent;

        (b)     Basic Annual Rent  has the meaning ascribed thereto in Section 5 hereof;

        (c)     Building Lease  means the lease  registered as Instrument No. C-328707, as amended
               by lease amending agreement registered as Instrument No. C-349262;

        (d)     Business Day   means a day which is not :

               i.      a Saturday or a Sunday; or

               ii.     a day observed as a holiday under the laws of Canada;

        (e)     City Lands   means those lands transferred to the City pursuant to the Transfer;

        (f)     Commencement Date   means the date upon which the Station  is opened to the public
               for transit  purposes, as evidenced  by a notice  to such effect  from the City  to
               Fairmall,  which notice is to be  delivered to the Owners at least 30 days prior to
               the Commencement Date;

        (g)     Commuter Use  Period    means the hours from  06:00 to 09:30 on  Monday to Friday,
               both inclusive, excluding statutory holidays;

        (h)     Lease   means the  lease,  notice  of which  was registered  on June  26,  1998 as
               Instrument No. E177724;
        (i)     Lease  Year    means the  calendar year,  commencing on  January 1 each  year  and
               ending  on December 31  each year,  except that  if  the  Commencement Date  is not
               January 1, the first Lease  Year shall be the balance of the calendar year from the
               Commencement Date  to the  next December  31 and  if the  Term does  not expire  on
               December 31, the last Lease  Year shall be  from January 1 in the calendar  year in
               which the Term expires to the last day of the Term;

        (j)       Maintenance    means  the existence,  use,  operation, inspection,  maintenance,
               repair, alteration,  re-construction, and,  as necessary,  removal and  replacement
               (including, without limitation, replacements the cost  of which, in accordance with
               generally accepted accounting principles, would be  treated as capital in  nature);
                Maintenance ,  Maintain  , and  Maintained   have corresponding meanings;

        (k)     Mall  means the retail  shopping mall and ancillary  facilities set out in section
                C   of  Schedule   A   to  this  by-law,  including  associated  parking, commonly
               referred to  as  Fairview  Mall  ,  located on  the lands  in the  City of  Toronto
               described  as  Parcels  16-6 Freehold  and 16-6  Leasehold,  Section Y-15,  City of
               Toronto (formerly City of North York,  Municipality of Metropolitan Toronto),  save
               and except  the City  Lands, together  with  all buildings  and other  improvements
               constructed thereon from time to time;

        (l)     MEMOA   means the  Mutual Easement and Maintenance  Obligation Agreement   made as
               of June 25, 1998 between the Owners, the City and TTC registered  as Instrument No.
               E177711, providing  for the rights and  obligations of each  of those parties  with

               respect to access to and egress from and  Maintenance of the Parkade, the  Station,
               and other matters;
        (m)     Parkade   means the  FOUR (4) storey parking  facility, including paving and other
               improvements, equipment and  fixtures located within Parts 9,  10, 11, 12, 13,  36,
               37, 48,  49, 51, 52,  53, 54,  55, 56,  57, 58, 59,  60, 61, 62,  65 and 68  on the
               Reference  Plan, as  the  same  may be  altered or  replaced from  time to  time in
               accordance with this Lease, the MEMOA and the Principal Easements;

        (n)     Premises    means the  top (fourth) floor of the  Parkade, together with a portion
               of  the third floor of the  Parkade, more particularly  described as Parts Nos. 53,
               56,  57, 58,  59, 60,  61 and  62 on  the  Reference  Plan, comprising  366 parking
               spaces.  If  there is a material revision  of the plans and specifications pursuant
               to which the Parkade is to  be constructed that results from  a request made by one
               or more of the  City, TTC or their  respective contractors, which  revision results
               in a reduction in the number of parking spaces provided by the  Parkade, the number
               of parking spaces included in the Premises will be reduced proportionately.

        (o)     Principal Easements    means  those easements  granted in  favour of the  City and
               others in the Transfer;

        (p)     Property   means the lands defined as such in Schedule   A  to this by-law, leased
               to  Fairmall pursuant to the Building Lease,  on a portion of which  the Parkade is
               to be constructed;

        (q)     Reference Plan  means Plan 66R-17954;

        (r)     Rent  means Basic Annual Rent and Additional Rent;

        (s)     Station   means certain improvements  forming part  of the  Sheppard Avenue subway
               and works ancillary thereto, including: all  transit structures; the bus  terminal,
               its ramps and its roof (the  Bus  Station ); all columns and footings  required for
               transit structures, and that  portion of the columns  and footings for  the Parkade
               located within the Bus  Station, or integrated with the  perimeter walls and to the
               Bus  Station; the east-west and north-south bus lanes for  the exclusive use of the
               TTC  shown as Parts 45 and  69, respectively, on the Reference Plan (the  Exclusive
               Busway ); the subway tunnel  box, track and  ancillary improvements  (collectively,
               the  Subway ); the  station, platform and concourse for  the Subway, and its  roof;
               the  automatic entrance building  (the  AFE );  the commuter  parking control gates
               for  the Parkade; the  elevators connecting  the Bus Station and  the at-grade mall
               parking  level;  the transformer  station  and  ancillary  areas (the   Transformer
               Station );  passenger  pick-up  and drop-off  facility  and  ancillary  areas  (the
                PPUDO );  the  main  entrance  building  (the   MEB );  all  associated  means  of
               pedestrian  and vehicular  access  and egress  to and  from  all of  the  foregoing
               including,  without   limitation,  walkways,   driveways,  elevators,   escalators,
               stairwells, vents,  vent shafts and structures,  shown as  Parts 1, 2, 3,  4, 8, 9,
               14, 16, 17,  19, 20, 21, 23, 24, 27,  28, 32, 34, 35, 38,  39, 40, 41, 42, 43,  45,
               47, 49, 50, 54, 62, 66, 68 and 69 on the Reference Plan;

        (t)     Term  means the 25  year period commencing on the Commencement Date together  with
               a renewal term of  25 years less one day, if  the City's right to renew this  Lease
               is exercised;

        (u)     Transfer  means  the  Transfer/Deed  of  Land  of  the  City  Lands  to  the  City
               registered as Instrument No. E177688;

        (v)     Transit  Facilities  means the Station and ancillary transit facilities, or any of
               them, operated by the  TTC and/or other  transit operators  in the vicinity of  the
               Premises; and

2.      Demise, Term and Renewal:
        (1)    Fairmall   agrees  to lease  the Premises  to the  City, to  have  and to  hold the
               Premises  for the Term, upon and subject to the terms and conditions set out in the
               Lease, subject, however, to earlier termination at the option of  the City.  At the
               date of  the Lease,  the parties anticipate  that the  Term will begin  in June  of
               2002.

        (2)    Fairmall acknowledges and agrees that notwithstanding  that the Premises have  been
               demised  to the City, the actual use of the Premises, the exercise of the rights of
               the City hereunder, and the use  and enjoyment of  the Premises may be by the  TTC,
               and, where applicable, its patrons and invitees.

        (3)    The City shall be entitled to  renew the Lease  for an additional term of 25  years
               less a day,  on the same terms  and conditions as set out  in the Lease except  for
               the right to renew and except for the obligation to make the  payments provided for
               in Section 6  of the Lease.  The right  to renew can only  be exercised by the City
               on  not less  than 9  months notice  given by  the City  to  Fairmall prior  to the
               expiration of the initial 25 year portion of the Term.
3.      Use and Overlapping Use:

        (1)    The City's Use of Parkade and Premises:

               During  the Term  the Premises shall  not be used  by the  City for  other than the
               purpose of providing:  (i) parking spaces for private passenger vehicles of patrons
               of the TTC  using the  Station, and access thereto;  and (ii) pedestrian access  to
               and  from the  Station for  transit patrons  (both  able-bodied and  disabled); and
               (iii) all matters reasonably  incidental to the exercise of the rights provided for
               in (i) and (ii), immediately preceding;

        (2)    Commuter Use Period:  

               (a)     During the  Commuter Use  Period, the City  will have exclusive  control of
                       access  to the  Premises from  the remainder  of the  Parkade and  from the
                       Property.   Except as provided  in the balance  of this sentence,  the City
                       will have exclusive use of the Premises during the Term, for the purpose of
                       providing  parking spaces  for passenger  vehicles of  patrons of  TTC, but
                       reserving in favour of Fairmall, for  the benefit of customers of the Mall,
                       the right to park, after 09:30 on  any day during the Commuter Use  Period,
                       and on any  day not during the Commuter Use Period, in any parking space in
                       the  Premises which  is or  becomes available  after that  time.   All cars
                       within  the Premises after  02:00 on any  day shall be  removed by Fairmall
                       prior to 06:00  on the day  next following during  the Commuter Use  Period
                       (or, at Fairmall's option, to be  exercised reasonably, an equal number  of
                       parking spaces immediately adjacent to the Premises and comparable to those
                       spaces  occupied  by  the cars  remaining  after  02:00  may be  provided).
                       Fairmall will  retain  control  over  access to  all  other  parts  of  the
                       Property,  subject to its obligations  under this Lease,  and Fairmall will
                       have control over access  to the Premises for  use by the customers  of the
                       Mall  at all  times  other than  during  the Commuter  Use  Period and,  in
                       addition, at any times during the Commuter Use Period when, at the election
                       of  TTC, in its sole discretion  (notice of the exercise  of which has been
                       given to Fairmall), the Premises are not needed for TTC purposes. 

               (b)     Fairmall  recognizes and agrees that parking customers of the City who have
                       been admitted  by the City during  the Commuter Use  Period on any  day may
                       remain  thereafter  for the  balance of  the day  whether  or not  they are
                       customers  of the Mall.  Fairmall agrees  that such extended use shall give
                       rise to  no claim  or objection  by Fairmall  as against  the City  or such

                       customers, but (without limiting Fairmall's obligations under sub-paragraph
                       (a),  immediately preceding,  to remove  vehicles), Fairmall  and the  City
                       shall  co-operate in providing a solution  if any such extended use becomes
                       an abuse.
        (3)    Fairmal s Use of Parkade:  Subject to the City s use and occupancy of the  Premises
               contemplated by  Subsections (1)  and (2)  of this  Section, Fairmall  may use  and
               occupy the Premises for  parking purposes for the general  purposes of the Mall and
               its  occupants, customers and other invitees.  Such use  and occupation shall be in
               the sole discretion of  Fairmall, provided that Fairmall does not interfere with or
               impose additional charges  on the vehicles  of TTC  patrons who have parked  in the
               Premises during the Commuter Use Period, whether or  not the vehicles remain  after
               the Commuter Use Period.   Fairmall may, in its sole discretion, and using its  own
               equipment, implement pay  parking in those portions of  the Parkade other than  the
               Premises,  and in  the Premises  other than  during  the  Commuter Use  Period (the
                Fairmall s Pay Parking  Arrangement  ).  The City and TTC are not  entitled to any
               share of any pay parking  revenue received by Fairmall on  the basis of  Fairmall s
               Pay Parking  Arrangement.  During  the Commuter Use  Period, Fairmall  will use its
               commercially  reasonable best  efforts  (which may  include  ticket  validation) to
               ensure that  the customers of the  Mall to whom it  may make available pay  parking
               are not making use  of the  parking spaces made available  to them for purposes  of
               transit system use, but rather for the exclusive purposes of patronizing the Mall.

        (4)    Traffic  Control:  Each of Fairmall  and City acknowledges  that a system of access
               and traffic controls pertaining both to  access to the Premises and  to the Mall as
               a whole is required, so as  to ensure that during the Commuter Use Period and prior
               to the  general opening  of the Mall  to the  public for business  on its  business
               days,  customers of  the City  will be  directed to  the Premises  in a  reasonably
               direct and convenient way, and will be prevented from using the parking  facilities
               on the  balance of the  Mall intended  for use by  occupants and  customers of  the
               Mall.  A system  of control, including barriers, gates, policing, one-way roads and
               signage,  has been  developed  by  Fairmall  and  the  City, (the   Access  Control
               System ).   The initial  installation of  the Access  Control System  shall be  the
               responsibility  of the  City,  at  its cost.   Once  installed, the  Access Control
               System shall  be Maintained  by Fairmall.   Any  material variation  of the  Access
               Control System during the Term  will be subject to the approval  of the City.   The
               City  acknowledges that  any  system  of controls  may  not be  fully effective  to
               prevent unauthorized parking  in the Premises, in that it will depend  upon what is
               reasonable, feasible and possible having regard  to Fairmall's obligations not only
               to the  City but  to tenants,  other occupants  of  the Mall  and their  respective
               employees, licensees,  suppliers and  customers in respect  of rights of  access to
               the Mall.

                               SCHEDULE  C  TO BY-LAW No. 458-1998
                                    COMMUTER PARKING EASEMENT
1.      DEFINITIONS:
        For the purposes of this Easement:

        (a)     Ancillary  Easement Lands   means Part  of Lot  16,  Concession  3, East  of Yonge
               Street, designated as  Parts 5, 7, 9,  10, 11, 12, 13, 15, 18, 19,  21, 22, 25, 26,
               29, 30, 31,  33, 36, 37, 38, 39, 40,  42, 43, 44, 46, 47,  48, 49, 51, 52, 53,  54,
               55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 67, 68 and 70 on the Reference Plan;

        (b)     Commuter Parking  Easement Lands   means Part  of Lot  16, Concession  3, East  of
               Yonge Street, designated as Parts 10,  11, 12, 13, 31, 33, 36, 37, 38, 39, 42,  43,
               44,  46,  49, 51,  52,  54, 55,  64 and  70  on the  Reference  Plan (Freehold  and
               Leasehold), City of Toronto;

        (c)     Lease  means the Lease  dated June 25,  1998 made  between the Transferor and  the
               Transferee,  inter  alia,  in  relation  to  the Premises  and  all  amendments and
               supplements  made by  written agreement  among  the  parties, notice  of which  was
               registered   in  the  Land  Registry  Office  for  the   Land  Titles  Division  of
               Metropolitan Toronto (No. 66) on June 26, 1998 as Instrument No. E177724;

        (d)     Maintenance   means  the  existence,  use,  operation,  inspection,   maintenance,
               repair, alteration,  re-construction, and,  as necessary,  removal and  replacement
               (including, without  limitation, those activities of  the kinds  just described the
               cost of which, in accordance with  generally accepted accounting principles,  would
               be treated as capital in nature);   Maintenance ,  Maintain , and  Maintained  have
               corresponding meanings;

        (e)     Mall   means  the  retail  shopping  mall   and  ancillary  facilities,  including
               associated  parking, commonly referred to as  Fairview Mall ,  located on the lands
               defined as such in  Instrument No. E177688,  together with all buildings and  other
               improvements constructed thereon from time to time;

        (f)     Parkade   means the FOUR (4)  storey parking facility,  including paving and other
               improvements, equipment and  fixtures located within Parts 9,  11, 13, 36, 37,  48,
               49, 51,  52, 53,  54, 55, 56, 57,  58, 59, 60, 61,  62, 65 and 68  on the Reference
               Plan,  as the same may be  altered or replaced from time to time in accordance with
               this Lease, the MEMOA and the Principal Easements;

        (g)     Premises  means the top (fourth) floor of the Parkade, together  with a portion of
               the third  floor of the  Parkade, more particularly described as  Parts 53, 56, 57,
               58, 59, 60, 61 and 62 on the Reference Plan, comprising  366 parking spaces;

        (h)     Principal  Easements  means  the  easements in  favour of  the Transferor  and the
               Transferee created in  a transfer to  the Transferee  which was  registered in  the
               Land Registry Office for  the Land Titles Division of Metropolitan Toronto (No. 66)
               on June 26, 1998 as Instrument No. E177688;

        (i)     Reference Plan  means Plan 66R-17954;

        (j)     Term  means the period commencing on the 26th day of June,  1998 and ending on the
               date of expiry or earlier termination of the Lease together with a renewal term  of
               25 years less one day, if the Transferee's right to renew the Lease is exercised;

        (k)     Transferee  means the City of Toronto, its local boards, agencies and  commissions
               as  established from  time to  time by statute  or regulations,  including, without
               limitation, the City of Toronto Act, 1997 (No. 2);
        (l)     Transferee s Lands   means part  of Lot 16,  Concession 3, East  of Yonge  Street,
               designated as Parts 1, 2, 3, 4,  6, 8, 14, 16,  17, 20, 23, 24, 27, 28, 34, 35,  50
               and  66 on the  Reference Plan, City of Toronto.   Subject to and together with the
               easements or  rights in  the nature  of easements  as set  forth in Instrument  No.
               E177688; and

        (m)     Transferee's Parkade Equipment   means CCTV, alarm and intercom systems,  commuter
               parking gates  and control equipment,  commuter parking signage, barriers, signals,
               signs  and mechanical  and electrical equipment  located within the  Parkade and in
               the common areas  of the Mall and belonging  to the Transferee  consistent with the
               use  and operation  of the  Premises as  a  commuter  parking facility  for transit
               patrons from time to time.

2.      COMMUTER PARKING LEASE EASEMENT 

Access Easement
(Parts 10,  11, 12, 13, 31,  33, 36, 37,  38, 39, 42, 43, 44,  46, 49, 51, 52, 54,  55, 64 and 70,
Plan 66R-17954)

        (1)    As  appurtenant to the  Transferee s interest in the  Premises and the Transferee s
               Lands,   and  upon and subject  to the  terms and conditions  of the Lease  for the
               benefit  of  the  Transferee,  its agents,  servants,  contractors,  employees, and
               workers, and for the benefit  of transit patrons, in common with the rights of  the
               owners  of the Mall  and their  respective tenants,  subtenants, customers, agents,
               servants,  contractors, employees  and workers,  for  the  purposes of  ingress and
               egress to  and from the  Premises, an  easement for the  Term, in  common with  all
               others entitled thereto on, across, and over the Commuter Parking Easement Lands.

               The benefitting lands are the Transferee s Lands.




Ancillary Easements
(Parts  5, 7, 9, 10, 11, 12, 13, 15, 18,  19, 21, 22, 25, 26,  29, 30, 31, 33, 36, 37, 38, 39, 40,
42, 43, 44,  46, 47, 48, 49,  51, 52, 53, 54, 55, 56,  57, 58, 59, 60, 61, 62, 63,  64, 65, 67, 68
and 70, Plan 66R-17954)

        (2)    As appurtenant to the  Transferee s  interest in  the Premises and the Transferee s
               Lands for the Term, and upon  and subject to the terms and conditions of the Lease,
               for  the benefit of  the Transferee,  its agents,  servants, contractors, employees
               and workers:

               (a)     an  easement in common  with all others  entitled thereto across,  over and
                       through  the common  exterior  drive  aisles  and exterior  pedestrian  and
                       vehicular  accessways of  the  Ancillary  Easement  Lands  located  on  the
                       Ancillary Easement Lands  for reasonable access and egress to  and from the
                       Commuter Parking Easement Lands  from and to the public  highways bordering
                       the  Mall, as  necessary for  the exercise  of the rights  set out  in this
                       paragraph;

               (b)     an easement in common with all others entitled thereto in, on, across, over
                       and through the Ancillary Easement  Lands for the use by the  Transferee as
                       and  where reasonably  necessary  for the  purpose  of access  to, and  the
                       Maintenance of:

                       (i)    the buildings, structures and fixtures forming part  of the Premises
                              or  any other  buildings, structures  and  fixtures located  on  the
                              Premises and the Commuter Parking Easement  Lands from time to time;
                              and
                       (ii)   the Transferee's Parkade Equipment; and

               (c)     through and along the Ancillary Easement Lands from  and to public highways
                       bordering the Ancillary Easement  Lands as is reasonably necessary  for the
                       exercise by the  Transferee together with  all vehicles, plant,  machinery,
                       tools, equipment, implements  and materials as may  be reasonably necessary
                       for  the  exercise of  the entitlements  set out  in  clauses 2(a)  and (b)
                       hereof.

               The benefitting lands are the Transferee s Lands.

        (3)    Any easement  or right  contained herein shall be  for the benefit not  only of the
               parties hereto  but also  for the benefit  of any  tenants, subtenants,  licensees,
               employees, agents,  invitees and  contractors of such  party whom such  party shall
               permit to use such easement.

                               SCHEDULE  D  TO BY-LAW No. 458-1998
                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE
Lighting Unlimited Corporation Limited       A282910                       November 20, 1969
St. Clair Paint & Wallpaper (Toronto) Limited                              A283884December      4,

1969
Robert G. Bailey                             A287990                       February 23, 1970

Garo Limited                                 A289190                       March 19, 1970
D Allaird s Limited                          A289843                       April 1, 1970

Leo M. Brown & Irvin Rechtshaffen,           A289860                       April 1, 1970
trading as Delta Optical
Aberdeen Florists (Don Mills) Limited        A290433                       April 13, 1970

Arkel Management & Supply Limited            A293635                       June 3, 1970
Henry Birks and Sons Limited                 A293970                       June 10, 1970

Tibco Limited                                A293998                       June 1, 1970
The Toronto-Dominion Bank                    A294796                       June 24, 1970

Kiosk Boutique Limited                       A297112                       July 24, 1970
Elk s Department Stores Limited              A300800                       September 11, 1970

Pennington s Stores Limited                  A300801                       September 11, 1970
Embassy Cleaners (York) Limited              A300802                       September 11, 1970

Reitman s (Ontario) Limited                  A300803/A300804               September 11, 1970
The Paris Ladies Shoppe (Brantford) Limited  A300805                       September 11, 1970

Alton-Lewis Limited                          A300806                       September 11, 1970
Dylex Diversified Limited                    A301148                       September 16, 1970

Harry Rosen Men s Wear Limited               A301149                       September 16, 1970
Family Fair Stores Limited                   A301149                       September 16, 1970

The Gordon Jewellers (Downtown) Limited      A303393                       October 21, 1970
Town Shoe Stores Company Limited             A303754                       October 27, 1970

Rapanos Brothers Limited                     A304350                       November 2, 1970
Sarah Gruyecky and David Gruyecky            A310830                       February 19, 1971

Koffler Stores Limited                       A307048                       December 11, 1970
Montreal Draperies Inc.                      A310603                       February 17, 1971

Bowring Brothers Limited                     A318216                       June 3, 1971
Cineplex Odeon Corporation                   A368844                       October 3, 1972

Coles Book Stores Limited                    A419488                       February 25, 1974
Loblaw Companies Limited                     A482894                       April 17, 1975

Reitmans Inc.                                A940067                       August 11, 1981


                                             INSTRUMENT OR                 REGISTRATION

TENANT                                       ASSESSMENT ROLL NO.           DATE
Winco Restaurants Limited                    A976368                       March 10, 1982
Clark Shoes Limited                          A976458                       March 11, 1982
Peoples Jewellers Limited                    A977325/A977576               March 17, 1982/
                                                                           March 18, 1982

Pennington s Stores Limited                  A981111                       April 7, 1982
Druxy s Inc.                                 A983332                       April 27, 1982

Imasco R.I. Inc.                             A983860                       April 29, 1982
Shirley K. Maternity (Canada) Ltd.           A984557                       May 3, 1982

Dalmy s (Canada) Limited                     A988088/A988089               May  27,  1982/May  27,
1982

The New Image Cosmetic Boutique Salon Limited                              A990282June 9, 1982
Suzy Shier (Canada) Limited                  C57372                        May 13, 1983

Druxy s Inc., c.o.b. as Druxy s Deli         C62379                        June 2, 1983
Swiss Chalet JV Corporation                  C65272                        June 16, 1983

Eddie Black s Limited                        C76068                        July 26, 1983
The Shoe Shoppe Limited                      C94787                        October 5, 1983

Holt, Renfrew & Co. Limited                  C98526                        October 24, 1983
Silvi Food Enterprises Limited               C103927                       November 16, 1983

Marks & Spencer Canada Inc.                  C116346                       January 18, 1984
Royal Leather Goods Limited                  C127333                       March 19, 1984

MMMuffins Inc.                               C182794                       January 11, 1985
Harry Rosen Inc.                             C185761                       January 31, 1985

Sheppard Mill Limited                        C193655                       March 18, 1985
Lipton s Fashion Wear Limited                C253842                       December 13, 1985

Multi Restaurants Inc.                       C357352                       February 19, 1987
Pennington s Stores Limited                  C592578                       August 30, 1989

Royal Doulton Canada Limited                 C598568                       September 25, 1989
Bovines Ltd.                                 C608685                       November 8, 1989

Silvi Food Enterprises Limited               C618251                       December 19, 1989
Black Photo Corporation                      C628288                       February 8, 1990

McDonald s Restaurants of Canada Limited     C628361                       February 8, 1990
Sports Experts Inc.                          C649205                       May 24, 1990

The Bell Telephone Company of Canada         C692674                       January 29, 1991
Mappins Inc.                                 C702455                       April 8, 1991

IKC Investments Limited                      C707449                       May 7, 1991
Peoples Jewellers Limited                    C760618                       February 19, 1992

                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE
Liptons International Limited                C838651                       June 7, 1993
Marks & Spencer Canada Inc.                  E95779                        July 4, 1997

Window & Bed Covers Inc.                     112770003000011
878519 Ontario Inc.                          112770003000080

Flower Accents                               112770003000121
Japan Camera Centre Limited                  112770003000141

1107178 Ontario Inc.                         112770003000161
Benix & Co. Inc.                             112770003000181

Mopet Investments Limited                    112770003000201
Stokes Ltd.                                  112770003000241

Aldo Shoes Inc.                              112770003000281
Woolworth Canada Inc.                        112770003000301

Pantorama Industries                         112770003000311
Agnew Group Inc.                             112770003000321

The Forzani Group Ltd.                       112770003000361
Le Groupe Dynamite Boutique                  112770003000381

Research Dimensions Ltd.                     112770003000421
Aldo Shoes Inc.                              112770003000441

Fairview General Dentists                    112770003000461
Clothing for Modern Times                    112770003000464

Chateau Stores of Canada Ltd.                112770003000521
Straussco Holding Ltd.                       112770003000541

The Young Manufacturer Inc.                  112770003000581
Intertan Canada Ltd.                         112770003000600

Le Jean Bleu Inc.                            112770003000661
International Clothiers Inc.                 112770003000681

Adventure Electronics Inc.                   112770003000701
Route 66 Clothing                            112770003000761

Jewels by Koby Ltd.                          112770003000781
Liquor Control Board Ontario                 112770003000801

Sivex Housewares Inc.                        112770003000821
Spataro Jerry                                112770003000861

Bikini Village (Ontario) Inc.                112770003000881
G. Walia Holdings Ltd.                       112770003000901

Melrose Clothing Company Ltd.                112770003000921


                                             INSTRUMENT OR                 REGISTRATION

TENANT                                       ASSESSMENT ROLL NO.           DATE
2890259 Canada Inc.                          112770003001001
945150 Ontario Limited                       112770003001021
Sci-Tech Educational Inc.                    112770003001041
Chapters Inc.                                112770003001061

Shirmax Leasing Co. Limited                  112770003001081
3056350 Canada Inc.                          112770003001091

Calderone Shoe Co. Limited                   112770003001101
Boutique Tristan and Iseut                   112770003001121

Bata Industries Limited                      112770003001181
Eddie Bauer Canda Inc.                       112770003001221

Grand & Toy Limited                          112770003001261
Thrifty Riding & Sport Shop                  112770003001281

William E. Coutts Company                    112770003001301
Music World Limited                          112770003001341

Suzy Shier Limited                           112770003001361
International Clothiers Inc.                 112770003001381

Pantorama Industries Inc.                    112770003001401
Monsieur Dupont Paris Ltd.                   112770003001421

Shirmax Retail Ltd.                          112770003001441
1050418 Ontario Inc.                         112770003001461

Moyer Vico Corp.                             112770003001481
Brubella Handbags Inc.                       112770003001501

1018350 Ontario Limited                      112770003001521
Jalali & P Corporation Ltd.                  112770003001541

Travel Sensations East Inc.                  112770003001561
Third World Artisans Support                 112770003001581

The Foto Salon Inc.                          112770003001601
Chameleon Knitwear Inc.                      112770003001621

712362 Ontario Limited                       112770003001641
733138 Ontario Limited                       112770003001661

Noble Trading Co. Inc.                       112770003001681
Boathouse Row Don Mills Inc.                 112770003001701

Cortina Coiffures Limited                    112770003001741
Bonnie Togs Children Limited                 112770003001781




                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE

986804 Ontario Limited                       112770003001821
1152883 Ontario Ltd.                         112770003001841
Janda Products Canada                        112770003001861
Cotton Ginny Limited                         112770003001881
Boutique Au Coton Inc.                       112770003001901
M.Perlman Enterprises Inc.                   112770003001901

Gerry Lewis Limited                          112770003001941
1130278 Ontario Limited                      112770003001980

Tadros and Tadros Limited                    112770003002001
1113964 Ontario Inc.                         112770003002021

Mister Keys Limited                          112770003002061
Purolator Courier Ltd.                       112770003002081

Eider Trader Inc.                            112770003002101
Casey Robert                                 112770003002121

653274 Ontario Inc.                          112770003002141
3226727 Canada Inc.                          112770003002301

Jordan Stuart Jewellers Ltd.                 112770003002321
Tie Rack Canada Ltd.                         112770003002361

House of Knives Limited                      112770003002361
Mister Keys Limited                          112770003002401

Vivah Franchise Inc.                         112770003002421
94272 Canada Limited                         112770003002581

Calderone Shoe Co. Limited                   112770003002601
113560 Canada Inc.                           112770003002621

Club Monaco Inc.                             112770003002641
Bentley Leathers Inc.                        112770003002661

Robgreen Investments Limited                 112770003002681
Jaks Inc.                                    112770003002721

Marta R.G. Hill Enterprises                  112770003002741
L.K.M. Enterprises Limited                   112770003002761

Formosa Ltd.                                 112770003002801
1130715 Ontario Limited                      112770003002821

Hadjetian Investments Inc.                   112770003002841
727471 Ontario Inc.                          112770003002861




                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE

Orange Cup of Canada Limited                 112770003002881

1069864 Ontario Limited                      112770003002901
1021023 Ontario Limited                      112770003002941
Fa s Food Corporation                        112770003002961
799860 Ontario Limited                       112770003002981
Pepsi-Cola Canada Ltd.                       112770003003001
122164 Canada Limited                        112770003003021

924563 Ontario Inc.                          112770003003061
Astral Bellevue Pathe Inc.                   112770003003081

1127270 Ontario Inc.                         112770003003101
Sheldon Manly Drugs Limited                  112770003003141

The Marlin Travel Group Ltd.                 112770003003181
Bell Mobility Cellular Inc.                  112770003003201

935961 Ontario Ltd.                          112770003003221
Lenscrafters International                   112770003003241

1023377 Ontario Limited                      112770003003281
Scott s Hospitality Inc.                     112770003003301

957065 Ontario Ltd.                          112770003003321
809963 Ontario Limited                       112770003003361

Scott s Hospitality Inc.                     112770003003380
The Tarron Merchandising                     112770003003401

1122511 Ontario Inc.                         112770003003421
Ken Hua Co. Ltd.                             112770003003461

Chung Hai-Nam                                112770003003481
857926 Ontario Inc.                          112770003003501

7285143 Ontario Inc.                         112770003003521
G. Brandt Meat Packers Ltd.                  112770003003541

772951 Ontario Inc.                          112770003003561
2922762 Canada Inc.                          112770003003601

674238 Ontario Inc.                          112770003003621
La Senza Inc.                                112770003003651

Laura s Shoppe Canada Ltd.                   112770003003681
Braemar Apparel Inc.                         112770003003721

Zacks Fashions Ltd.                          112770003003741





                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE

Mexx Canada Retail Inc.                      112770003003761

Community Information                        112770003003801
Jane Harvey Management                       112770003003821
908137 Ontario Inc.                          112770003003841
Canada Trust Company The                     112770003003861
Footwear Saver (Ontario) Ltd.                112770003003881
Mallop Diversified Limited                   112770003003901

L.N.M. Daher Enterprises Inc.                112770003003921
Tereve Holdings Ltd.                         112770003003941

1092274 Ontario Limited                      112770003003961
Felnick Fashions Inc.                        112770003003981

Flickers Candle Shop Inc.                    112770003004001
Lifestyles Group Inc.                        112770003004021

Fashion Accessories for U                    112770003004061
King Optical Group Inc.                      112770003004081

Traynor Martin                               112770003004091
Boutique Jacob Inc.                          112770003004101

Bigi Canada Ltd.                             112770003004141
Buffalo Mondial Ltd.                         112770003004201

The Disney Store (Canada)                    112770003004221
Elia Fashions Ltd.                           112770003004241

The Florentine Shop Limited                  112770003004281
Florsheim Canada Inc.                        112770003004321

1127198 Ontario Inc.                         112770003004341
First Klassic Grill Ltd.                     112770003004361

Laura Secord Inc.                            112770003004381
Gallery of Fashion Ltd.                      112770003004401

Popeye Shoes Ltd.                            112770003004421
1121269 Ontario Inc.                         112770003004451

Rosmar Men s Shops Ltd.                      112770003004461
Aldo Shoes Inc.                              112770003004481

Laura s Shoppe Canada Ltd.                   112770003004501
V.K. Design Inc.                             112770003004581

Calderone Shoe Co. Limited                   112770003004601



                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE

Silversprings International                  112770003004621

Bijou Ladies Accessories Ltd.                112770003004641

Frank D Alesio Enteprises                    112770003004701
Toys Toys Toys Inc.                          112770003004721
Bell Canada Communications                   112770003004741
H.M.V. Canada Inc.                           112770003004781
Adventure Electronics Inc.                   112770003004801
Chapters Inc.                                112770003004861

Carlton Cards Limited                        112770003004881
Shawn Gwen Investments Inc.                  112770003004901

Thorsquare Cards Inc.                        112770003004921
832581 Ontario Limited                       112770003004941

J.V. Corporation Ltd.                        112770003004961
Dianne Jewellers Limited                     112770003004981

Blue Bayou Lifestyle                         112770003005001
1123877 Ontario Limited                      112770003005021

Stardom Fashion Network Inc.                 112770003005041
Electronic Boutique Canada                   112770003005061

1014280 Ontario Limited                      112770003005081
Boca Inc.                                    112770003005101

Ying Pamela                                  112770003005121
Jamani Investments Ltd.                      112770003005141

416280 Ontario Limited                       112770003005161
618495 Ontario Inc.                          112770003005181

416279 Ontario Limited                       112770003005200
815101 Ontario Limited                       112770003005241

Trade Secrets Fairview Inc.                  112770003005261
964192 Ontario Inc.                          112770003005301

897670 Ontario Limited                       112770003005321
Ziam Enterprises Ltd.                        112770003005341

Enchante Perfumes                            112770003005361
Zemp Edy                                     112770003005381

Beneview Store Inc.                          112770003005401
Arden Holdings Inc.                          112770003005421




                                             INSTRUMENT OR                 REGISTRATION
TENANT                                       ASSESSMENT ROLL NO.           DATE

Tabi International Limited                   112770003005441
Makyds Limited                               112770003005466

Trinkets Inc.                                112770003005481

Sunglass Hut of Canada Ltd.                  112770003005501
Infoplace Ticket Centres Ltd.                112770003005521
Simmram                                      112770003005621
European (I) Limited                         112770003005641
Keshavjee Mumtaz                             112770003005661
711307 Ontario Inc.                          112770003005671

Omni Ceramics Limited                        112770003005701
Keshavjee Hassenali C.                       112770003005741

Brown Leo M.                                 112770003005761
Kellen Ronald M.                             112770003005781

Peets Baltee Education                       112770003005801
P.M. Postal Services Inc.                    112770003005941

968991 Ontario Inc.                          112770003005961

 

   
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