Common use of ASSIGNMENT AND ASSUMPTION OF LEASE Clause in Contracts

ASSIGNMENT AND ASSUMPTION OF LEASE. THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of [ ,] 2012, by and between CAPITAL TRUST, INC., a New York corporation (“Assignor”) and HUSKIES ACQUISITION LLC, a Delaware limited liability company (“Assignee”). For and in consideration of that certain Purchase and Sale Agreement, dated September 27, 2012, by and between Assignor and Assignee and the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, transfers, sets over and conveys to Assignee, all of Assignor’s right, title and interest in and to that certain Agreement of Lease dated May 30, 2000 between ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Associates, L.P., as landlord, and Assignor, as tenant (as such lease was amended by that certain Additional Space, Lease Extension and First Lease Modification Agreement dated May 23, 2007, Second Lease Modification Agreement dated May 26, 2009, Third Lease Modification Dated August 31, 2009 and Fourth Lease Modification Agreement dated September 17, 2009, the “Lease”). Provided that Landlord consents and agrees to this Agreement as required pursuant to the Lease, Assignee hereby accepts the assignment and agrees to assume, fulfill, perform and discharge all the commitments, obligations and liabilities of Assignor, as tenant under the Lease, in accordance with the terms of the Lease. Assignee hereby agrees to indemnify, defend and hold harmless Assignor from all of the liabilities and obligations of the tenant under the Lease which arise or accrue on or after the date hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing express or implied in this Agreement is intended to confer upon any person, other than the parties hereto, or their respective successors or permitted assigns, any rights, remedies obligations or liability under or by reason of this Agreement. This Assignment shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect unless the same shall be in writing and signed by or on behalf of the party to be charged therewith. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be governed by, and construed under, the laws of the State of New York.

ASSIGNMENT AND ASSUMPTION OF LEASE. THIS ASSIGNMENT FOR AND ASSUMPTION OF LEASE (this “Agreement”) is made as IN CONSIDERATION of [ ,] 2012, by and between CAPITAL TRUST, INC., a New York corporation (“Assignor”) and HUSKIES ACQUISITION LLC, a Delaware limited liability company (“Assignee”). For and in consideration of that certain Purchase and Sale Agreement, dated September 27, 2012, by and between Assignor and Assignee and the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Assignee to Assignorconsideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, Gottschalks Inc., a Delaware corporation ("Assignor"), does hereby sell, assign, convey, transfer, set over and deliver to The Bon, Inc., an Ohio corporation ("Assignee"), the entire tenant's interest in and to the lease of real property more particularly described in Exhibit A attached hereto and incorporated by reference herein (the "Property"), which lease is more particularly described in Exhibit B attached hereto and incorporated by reference herein (together with all amendments, estoppel certificates, SNDA's, and other agreements identified in Exhibit B, the "Lease"), together with any and all right, title and interest of Assignor in and to any buildings and other improvements situated on the Property. Assignor warrants to Assignee that the Lease is in full force and effect and unmodified, and that there are no other written or oral agreements by and between Assignor and any other parties pertaining to the Property or Lease. Assignor further covenants to Assignee that Assignor is lawfully seized of the tenant's interest in the Property under the Lease, free of any encumbrances made or incurred by Assignor. Assignee hereby assumes and agrees to perform all the terms, covenants and conditions of the Lease required to be performed by the tenant thereunder from and after the date hereof. Assignee hereby indemnifies and holds Assignor harmless from and against any and all loss, cost, damage, expense (including reasonable attorneys fees), liability, claims or causes of action existing in favor of or asserted by the landlord under either Lease arising out of or relating to Assignee's failure to perform any of its obligations as tenant under a Lease on or after the date hereof. Assignor hereby assignsindemnifies and holds Assignee harmless from and against any and all loss, transferscost, sets over damage, expense (including reasonable attorney's fees), liability, claims or causes of action existing in favor of or asserted by the landlord under either Lease arising out of or relating to Assignor's failure to perform any of its obligations as tenant under a Lease prior to the date hereof. Assignor: Gottschalks Inc., a Delaware corporation By: Assignee: By: For good and conveys valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to Assigneethat certain Purchase and Sale Agreement (Leaseholds) dated as of June ___, 2002 by and between The Bon, Inc., an Ohio corporation ("Buyer"), and Gottschalks Inc., a Delaware corporation ("Seller"), and intending to be legally bound, Seller does hereby unconditionally and irrevocably sell, convey, grant, assign and transfer to Buyer all of Assignor’s its right, title and interest in and to that certain Agreement of Lease dated May 30, 2000 between ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Associates, L.P., as landlord, and Assignor, as tenant (as such lease was amended by that certain Additional Space, Lease Extension and First Lease Modification Agreement dated May 23, 2007, Second Lease Modification Agreement dated May 26, 2009, Third Lease Modification Dated August 31, 2009 and Fourth Lease Modification Agreement dated September 17, 2009, the “Lease”). Provided that Landlord consents and agrees to this Agreement as required pursuant to the Lease, Assignee hereby accepts the assignment and agrees to assume, fulfill, perform and discharge all the commitments, obligations and liabilities of Assignor, as tenant under the Lease, in accordance with the terms of the Lease. Assignee hereby agrees to indemnify, defend and hold harmless Assignor from all of the liabilities and obligations of the tenant under the Lease which arise or accrue personal property listed on or after the date hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing express or implied in this Agreement is intended to confer upon any person, other than the parties Schedule 1 hereto, or their respective successors or permitted assigns, any rights, remedies obligations or liability under or by reason of this Agreement. This Assignment shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect unless the same shall be in writing and signed by or on behalf of the party to be charged therewith. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be governed by, and construed under, the laws of the State of New York.

ASSIGNMENT AND ASSUMPTION OF LEASE. THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of [ ,] 2012, by and between CAPITAL TRUST, INC., a New York corporation (“Assignor”) and HUSKIES ACQUISITION LLC, a Delaware limited liability company (“Assignee”). For and in consideration of that certain Purchase and Sale Agreement, dated September 27, 2012, by and between Assignor and Assignee and the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Assignee to Assignorconsideration, the receipt and sufficiency of which are hereby acknowledged, Assignor US REAL ESTATE LIMITED PARTNERSHIP, a Texas limited partnership (the “Assignor”), hereby assignsassigns and delegates to ARC HDCOLSC001, transfersLLC, sets over a Delaware limited liability company, (the “Assignee”), and conveys Assignee hereby agrees to Assignee, assume and accept the assignment and delegation of all of Assignor’s right, title and interest in and to any obligations under that certain Agreement of Triple Net Lease dated May 30, 2000 between ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Associates, L.P., as landlord, and Assignor, as tenant (as such lease was amended by that certain Additional Space, Lease Extension and First Lease Modification Agreement dated effective May 23, 2007, Second Lease Modification Agreement dated May 26, 2009, Third Lease Modification Dated August 3115, 2009 by and Fourth Lease Modification Agreement dated September 17between Assignor and Home Depot U.S.A., 2009Inc., a Delaware corporation (the “Lease”). Provided that Landlord consents and Assignor hereby agrees to this Agreement as required pursuant indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the Lease, Assignee hereby accepts period prior to the assignment date hereof and agrees to assume, fulfill, perform and discharge all arising out of the commitments, Assignor’s obligations and liabilities of Assignor, as tenant under the Lease, in accordance with the terms of the Lease. Assignee hereby agrees to indemnify, defend indemnify Assignor against and hold Assignor harmless Assignor from any and all of cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating or relating to the liabilities and obligations of the tenant under the Lease which arise or accrue period on or after the date hereofhereof and arising out of the Assignee’s obligations under such leases. This Agreement shall inure to If any litigation between Assignor and Assignee arises out of the benefit obligations of and be binding upon the parties hereto under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and their respective successors and assigns. Nothing express or implied in this Agreement is intended to confer upon any personexpenses of such litigation, other than the parties heretoincluding, or their respective successors or permitted assignswithout limitation, any rights, remedies obligations or liability under or by reason of this Agreement. This Assignment shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect unless the same shall be in writing and signed by or on behalf of the party to be charged therewithreasonable attorneys’ fees. This Agreement may be executed and delivered in two or more any number of counterparts, each of which so executed and delivered shall be deemed to be an original, original and it all of which shall not be necessary in making proof of this Agreement to produce or account for more than constitute one such counterpart. This Agreement shall be governed by, and construed under, the laws of the State of New Yorksame instrument.

ASSIGNMENT AND ASSUMPTION OF LEASE. THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is made as of [ ,] 2012, by and between CAPITAL TRUST, INC., a New York corporation (“Assignor”) and HUSKIES ACQUISITION LLC, a Delaware limited liability company (“Assignee”). For and in In consideration of that certain Purchase and Sale Agreement, dated September 27, 2012, by and between Assignor and Assignee and the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Assignee to Assignorconsideration, the receipt and sufficiency of which are hereby acknowledged, Assignor 1410 GILLINGHAM, LTD., a Texas limited partnership (“Assignor”), does hereby assignsGRANT, transfersBARGAIN, sets over SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and conveys to DELIVER unto , a Delaware limited liability company (“Assignee”), all of Assignor’s the right, title and interest of the Assignor, as landlord, in, to and under that certain Lease Agreement dated “November 18, 2004 by and between Assignor, as Landlord, and Thermo Process Instruments, L.P., as Tenant (the “Lease”), and all of the rights, powers, estate, benefits and privileges of the Assignor in, to and under the Lease, including without limitation, the right of the Assignor to collect and receive rents pursuant to the Lease; together with all of Assignor’s rights, titles and interests in and to that certain Agreement Guaranty dated November 18, 2004, executed by Thermo Electron Corporation, a Delaware corporation, pursuant to which Thermo Electron Corporation guaranteed the payment and performance of the obligations of Thermo Process Instruments, L.P. under the Lease. The Lease dated May 30demises certain real improved property situated in the City of Sugar Land, 2000 between ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ AssociatesFort Bend County, L.P., as landlord, Texas and Assignor, as tenant (as such lease was amended by that certain Additional Space, Lease Extension more particularly described on Exhibit “A” attached hereto and First Lease Modification Agreement dated May 23, 2007, Second Lease Modification Agreement dated May 26, 2009, Third Lease Modification Dated August 31, 2009 and Fourth Lease Modification Agreement dated September 17, 2009, the “Lease”)made a part hereof. Provided that Landlord consents Assignee hereby assumes and agrees to this Agreement as required pursuant to perform all of the Leaseterms, Assignee hereby accepts the assignment and agrees to assume, fulfill, perform and discharge all the commitmentscovenants, obligations and liabilities conditions of Assignor, as tenant the Lease which are required to be performed or complied with by the landlord under the Lease, in accordance with the terms respect of the period from and after the date of this Assignment. Assignor hereby agrees to indemnify and hold Assignee harmless from and against all liabilities, damages, costs and expenses (including without limitation intended and by way of example only, reasonable attorneys’ fees and court costs) arising out of the failure of the Assignor to perform its obligations as landlord under the Lease, in respect of the period prior to the date of this Assignment. Assignee hereby agrees to indemnify, defend indemnify and hold Assignor harmless Assignor from and against all liabilities, damages, costs and expenses (including without limitation intended and by way of example only, reasonable attorneys’ fees and court costs) arising out of the liabilities and failure of Assignee or its successors in interest, to perform the obligations of the tenant landlord under the Lease which arise or accrue on or in respect of the period from and after the date hereofof this Assignment. This Agreement Assignor hereby agrees to forever warrant and defend this Assignment against all claims and causes of action brought by all persons lawfully alleging or attempting to allege any right, title or interest by, through or under Assignor, but not otherwise. The provisions of this Assignment shall be binding upon and inure to the benefit of Assignor and be binding upon the parties hereto Assignee, and their respective successors successors, assigns and assigns. Nothing express or implied in this Agreement is intended to confer upon any person, other than the parties hereto, or their respective successors or permitted assigns, any rights, remedies obligations or liability under or by reason of this Agreementlegal representatives. This Assignment shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect unless the same shall be in writing and signed by or on behalf of the party to be charged therewith. This Agreement may be executed in two or more multiple counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be governed by, and construed under, the laws of the State of New York.

ASSIGNMENT AND ASSUMPTION OF LEASE. THIS ASSIGNMENT FOR AND ASSUMPTION OF LEASE (this “Agreement”) is made as IN CONSIDERATION of [ ,] 2012, by and between CAPITAL TRUST, INC., a New York corporation (“Assignor”) and HUSKIES ACQUISITION LLC, a Delaware limited liability company (“Assignee”). For and in consideration receipt of that certain Purchase and Sale Agreement, dated September 27, 2012, by and between Assignor and Assignee and the sum of Ten Dollars One Dollar ($10.001.00) and other good and valuable consideration paid by Assignee to Assignorconsideration, the receipt and sufficiency of which are hereby acknowledged, Assignor COMPUTER ASSOCIATES CANADA, COMPANY (formerly known as Computer Associates Canada, Ltd.). (hereinafter referred to as "Assignor") hereby assigns, transfers, sets over and conveys assigns to ACCPAC CANADA INC. (hereinafter referred to as "Assignee, ") all of Assignor’s its right, title and interest in and to that a certain Agreement of Lease dated May 3021, 2000 1997, by and between Assignor as "Tenant" and BENTALL PROPERTIES LTD. and WESTMINSTER MANAGEMENT CORPORATION, as "Landlord" (hereinafter referred to as "Landlord"), for certain space described therein and more commonly known as CRESTWOOD CORPORATE CENTRE—▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Associates▇▇▇▇▇, L.P.▇▇▇▇▇▇▇▇, ▇▇, as landlord, and Assignor, as tenant (as such lease was amended by that certain Additional SpaceFebruary 6, 1998, Lease Extension Amending Agreement by and First Lease Modification Agreement dated May 23among Landlord, 2007Assignor, Second Lease Modification Agreement dated May 26and COMPUTER ASSOCIATES INTERNATIONAL, 2009, Third Lease Modification Dated August 31, 2009 and Fourth Lease Modification Agreement dated September 17, 2009INC. (hereinafter referred to as "Indemnifier") (collectively, the “"Lease”)") including, without limitation, all licenses and permits necessary or appropriate for the use and occupancy of such space. Provided that Landlord consents and agrees to this Agreement as required pursuant to the Lease, Assignee hereby accepts the assignment this Assignment and Assumption of Lease and hereby agrees to assume, fulfill, perform be bound by all of the obligations (to the extent arising from and discharge all after the commitments, obligations date hereof) and liabilities rights of Assignor, Assignor as tenant Tenant under the LeaseLease and acknowledges that all provisions of the Lease remain in full force and effect. This Assignment and Assumption of Lease shall not be construed to modify, in accordance with waive, impair or affect any of the terms terms, provisions or conditions of the Lease. Assignee hereby agrees This Assignment and Assumption of Lease shall not constitute a consent to indemnify, defend and hold harmless Assignor from all any further assignment of the liabilities and obligations Lease or subletting of the tenant under the Lease which arise or accrue on or after the date hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing express or implied in this Agreement is intended to confer upon any person, other than the parties hereto, or their respective successors or permitted assigns, any rights, remedies obligations or liability under or by reason of this Agreementpremises demised thereby. This Assignment shall not be altered, amended, changed, waived, terminated or otherwise modified in any respect unless the same shall be in writing and signed by or on behalf Assumption of the party to be charged therewith. This Agreement Lease may be executed in two or more counterparts, each of which shall be deemed an original. All such counterparts shall together constitute one and the same instrument. Assignor represents and warrants, to the best of its knowledge, that: (a) there exists no default under the Lease nor has an event occurred which with the giving of notice, passage of time or both would be an event of default under the terms of the Lease; (b) there exist no defenses against the enforcement of any right or remedy of Landlord under the Lease, or of any duty or obligation of Assignor thereunder; (c) it has the full right, title and authority to transfer, assign, set over and deliver Assignor's interest in the Lease unto Assignee and has taken all actions and obtained all approvals and consents necessary on its part to authorize the transactions contemplated by this Assignment; (d) its interest in the Lease is not subject to any lien, claim, encumbrance or restriction; and (e) there are no other assignments, modifications or supplements to the Lease of any kind to which Assignor has been a party. Assignee represents and warrants, to the best of its knowledge, that (a) there exist no defenses against the enforcement of any right or remedy of Landlord under the Lease, or of any duty or obligation of Assignee hereunder; (b) it has full right, title and authority to assume the obligations of Tenant under the Lease and has taken all corporate actions necessary on its part to authorize the transactions contemplated by this Assignment. Assignor further represents and warrants that: (a) what is defined hereunder as the Lease is, in fact, the Lease attached hereto and incorporated herein as Exhibit A, and the same constitutes the entire agreement between the Assignor and the Landlord; and (b) except for the assignment of the Lease by Assignor to Assignee hereby, all of the terms and conditions of the Lease are valid, binding and enforceable in accordance with the Lease's terms. Assignor and Assignee each, as to itself but not the other, hereby represent and warrant that to its knowledge no other documents, instruments or agreements are necessary to effectuate the assignment contemplated hereunder except that certain Agreement by and between Landlord and Assignee of even date herewith. Except to the extent attributable to the negligence or willful misconduct of Assignor or Indemnifier, Assignee agrees to indemnify, defend and hold Assignor and Indemnifier harmless from and against any and all claims, demands, actions, loss, damage or liability, including, without limitation, reasonable attorneys' fees, to which Assignor or Indemnifier may now or hereafter become subject by reason of any obligation of Assignor under the Lease arising on and after the date hereof. Except to the extent attributable to the negligence or willful misconduct of Assignee, Indemnifier agrees to indemnify, defend and hold Assignee harmless from and against any and all claims, demands, actions, loss, damage or liability, including, without limitation, reasonable attorneys' fees, to which Assignee may now or hereafter become subject by reason of any obligation of Assignor under the Lease arising prior to the date hereof. Nothing contained herein to the contrary shall be construed as a release of Assignor as a tenant under, or from any obligations, duties or covenants contained in, the Lease, including, but not limited to, the payment of all past, present and future rent due under the terms of the Lease. Notwithstanding the foregoing assignment, that certain Schedule D to the Lease dated May 21, 1997 by and between Landlord and Indemnifier, executed in connection with the original execution of the Lease, by its own terms shall remain in full force and effect during the term of the Lease, as it shall not may be necessary in making proof of this Agreement to produce or account for more than one such counterpartextended. This Agreement Assignment shall be governed by, by and construed under, in accordance with the laws of the State Province of New YorkBritish Columbia. The effective date of this Assignment and Assumption of Lease shall be the date of execution hereof. EXECUTED this 12th day of February, 2001. "Assignor" COMPUTER ASSOCIATES CANADA, COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Secretary Witnessed by [ILLEGIBLE] "Assignee" ACCPAC CANADA INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Secretary "Indemnifier" COMPUTER ASSOCIATES INTERNATIONAL, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Secretary Witnessed by [ILLEGIBLE] LEASE Between— BENTALL PROPERTIES LTD. and WESTNIINSTER MANAGEMENT CORPORATION as Landlord and— COMPUTER ASSOCIATES CANADA, LTD. as Tenant ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇. Table of Contents Basic Terms: 1 .01 Area of Leased Premises 1 .02 Basic Rent 1 .03 Permitted Use 1 .04 Term 2 Article 1—Demise and Term: 2 Demise and Term 2 Surrender of Leased Premises 2 Article 2—Rent: 2 2.01 Basic Rent 2 2.02 Additional Rent 2 2.02.1 Rent Free 3 2.03 Adjustment of Additional Rent 3 2.04 Manner and Place of Payment 3 2.05 Irregular Calculation of Basic Rent 3 2.06 Disproportionate Allocation 4 2.07 Net Lease Intent 4 Article 3—Construction and Fixturing of Leased 4 3.01 Landlord's and Tenant's Work 4 3.03 Payment for Landlord's Work 4 3.04 Acceptance of Leased Premises 4 Article 4—Conduct of Business: 5 4.01 Use of Leased Premises 5 4.02 Prohibited Uses 5 4.04 Signs and Advertising Displays 5 4.05 Nuisance and Annoyance 6 4.06 Coin Operated Machines 6 4.07 Loud Speakers and Other Advertising Apparatus 6 4.08 Delivery of Supplies and Materials 6 4.09 Ordinances and Regulations 7 4.10 Rules and Regulations 7 4.11 Extended Hours of Operation 7 Article 5—Repairs: 8 5.01 Tenant's Repairs 8 5.02 Perimeter Walls and Glass 8 5.03 Landlord's Examination of Leased Premises 8 5.04 Landlord's Right to Repair 9 5.05 Landlord's Right to Enter for Other Repairs 9 5.05.1 Landlord's Access 9 5.06 Landlord's Repairs 9 5.07 Landlord's Obligation to Maintain 10 5.08 Damage and Destruction 10 5.09 Qualifications 11 5.10 Condition of Expiration 11 Article 6—Common Areas and Common Facilities: 12 6.01 Tenant's Use of Parking Areas 12 6.02 Landlord's Right to Remove Vehicles 12 6.03 Control of Common Areas and Common Facilities 12 6.04 Merchandise on Common ▇▇▇▇ ▇▇ 6.05 Visitor Parking 12 Article 7—Assignment and Sub-letting: 13 7.01 Prohibitions 13 7.02 Control of Corporation 14 7.03 Assignment by Landlord 14 Article 8—Insurance: 14 8.01 Tenant to Insure 14 8.02 Not to Affect Landlord's Insurance 15 8.03 Landlord to Insure 15 8.04 Landlord's Insurance 16 Article 9—Tenant Alterations: 16 9.01 Painting, Decorating and Alterations 16 9.02 Landlord's Property 17 9.03 Prohibitions 17 9.04 No Liens 17 Article 10—Public Utilities and Taxes: 18 10.01 Public Utilities, Business Tax and Machinery Tax 18 10.02 Payment of Real Property Taxes by Landlord 18 10.03 Increase in Real Property Taxes Attributable to Tenant 18 10.04 Goods and Services Tax 18 Article 11—Exclusion of Liability and Indemnity: 19 11.01 Exclusion of Liability 19 11.02 Indemnification 19 Article 12—Landlord's Rights and Remedies: 20 12.01 Default 20 12.02 Consequences of Default 21 12.03 Non-Waiver 22 12.04 Right of Landlord to Perform Tenant's Covenants 22 12.05 Time for Payment and Legal Costs 22 12.06 Remedies Cumulative 23 Article 13—Mortgages and Assignment by Landlord: 23 13.01 Sale or Financing of Development 23 13.02 Subordination and Acknowledgment 23 13.03 Offset Statement 23 13.04 Registration 23 13.05 Non-Disturbance Agreement/Subordination 24 Article 14—Overholding Tenant: 24 14.01 No Tacit Renewal 24 Article 15—Quiet Possession: 24 15.01 Quiet Possession 24 Article 16—Legal Relationships: 25 16.01 No Partnership 25 16.02 Joint and Several Liability 25 16.03 Successors and Assigns 25 Article 17—Notices: 25 17.01 Notices 25 Article 18—General: 26 18.01 Collateral Representations and Agreements 26 18.02 Management of Development 26 18.03 Time of the Essence 26 18.04 Unavoidable Delays 26 18.05 Accord and Satisfaction 27 18.06 Competition Act 27 18.07 Covenants 27 18.08 Consent or Approval of Landlord 27 18.09 For Lease Signs 27 18.10 The Commercial Tenancy Act 27 18.11 No Exclusivity 27 18.12 Schedules 27 18.13 Applicable Law 27 18.14 Headings 27 18.15 Tenant's Acceptance 28 18.16 Arbitration 28 18.17 Severability 28 Article 19—Definitions: 28 19.01 Additional Rent 29 19.02 Area of Leased Premises 29 19.03 Basic Rent 29 19.04 Basic Term 29 19.05 Building 29 19.06 Building Operation and Maintenance Costs 29 19.07 Commencement Date 30 19.08 Common Areas 30 19.09 Common Facilities 30 19.10 Development 31 19.11 Development Operation and Maintenance Costs 31 19.12 Force Majeure 31 19.13 Gross Leasable Area 32 19.14 HVAC Costs 32 19.15 Landlord's Architect 32 19.16 Landlord's Work 32 19.17 Lands 32 19.18 Lease 32 19.19 Lease Year 33 19.20 Leased Premises 33 19.21 Other Buildings 33 19.22 Permitted Use 33 19.23 Prime Rate 33 19.24 Real Property Taxes 33 19.25 Rent 33 19.26 Tax Cost 33 19.27 Tenant's Proportionate Share 33 19.28 Tenant's Work 33 19.29 Term 33 19.30 Year of the Term 33 Article 20—Special Clauses: 34 20.01 Agency Disclosure 34 20.02 Reimbursement of Tenant's Moving Expenses 34 20.03 Non-Smoking Policy 34 20.04 Handicap Accessibility 34 20.05 Tenant's Right of Second Refusal 34 20.06 Exclusive 35 20.07 Tenant's Right of Early Termination 36 20.08 Extension of Term 36 SCHEDULES: 39 Schedule A Plan of the Premises 39 Schedule B Landlord's Work 40 Schedule B-1 Tenant's Specifications 41 Schedule C Signage 50 Schedule D Indemnity Agreement 51 Schedule E Environmental Covenants 55 THIS LEASE made the 21st day of May, 1997. BETWEEN: BENTALL PROPERTIES LTD., a body corporate, having its head office at Suite 1800, Four Bentall Centre, in the City of Vancouver, in the Province of British Columbia and WESTMINSTER MANAGEMENT CORPORATION, a body corporate, having a business office at ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in the City of Vancouver, in the Province of British Columbia (collectively the "Landlord") OF THE FIRST PART