Common use of Lease of Leased Property Clause in Contracts

Lease of Leased Property. Lessor leases to Lessee and Lessee leases from Lessor the Leased Property, subject to the Record Agreements and the Permitted Liens, for the Term, upon the terms and conditions of this Lease. Lessee shall have exclusive use and possession of the Leased Property subject to the Record Agreements and the Permitted Liens. The Leased Property is leased to Lessee subject to the Record Agreements, the Permitted Liens and all Applicable Legal Requirements now or hereafter in effect. LESSOR LEASES AND WILL LEASE AND LESSEE TAKES AND WILL TAKE POSSESSION OF THE LEASED PROPERTY “AS IS”, AND LESSEE ACKNOWLEDGES THAT LESSOR (WHETHER ACTING AS LESSOR HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LESSOR BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LESSOR’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LESSEE ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE LEASED PROPERTY INCLUDES THE “SUBLEASE PREMISES” OR ANY RIGHTS WHATSOEVER THERETO (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF ACCESS THERETO OR USE THEREOF), AND PROVIDED THAT FOR THIS PURPOSE “SUBLEASE PREMISES” HAS THE MEANING SET FORTH IN THAT CERTAIN PORTLAND HARBOR SUBLEASE, DATED AS OF MARCH 1, 2005, BETWEEN CHEVRON U.S.A. INC. AND PARAMOUNT PETROLEUM CORPORATION. In the event of any defect or deficiency in any of the Leased Property of any nature, whether patent or latent, except as otherwise expressly provided herein, Lessor shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort). The provisions of this Section 3.1 have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Lessor, express or implied, with respect to the physical condition or sufficiency of any of the Leased Property, and arising pursuant to the Uniform Commercial Code or any other Applicable Legal Requirements now or hereafter in effect or otherwise.

Lease of Leased Property. Lessor Landlord leases to Lessee Tenant and Lessee Tenant leases from Lessor Landlord the Leased Property, subject to the Record Agreements and the Permitted Liens, for the Term, upon the terms and conditions of this Lease. Lessee Tenant shall have exclusive use and possession of the Leased Property subject to the Record Agreements and the Permitted Liens. The Leased Property is leased to Lessee Tenant subject to the Record Agreements, the Permitted Liens and all Applicable Legal Requirements now or hereafter in effect. LESSOR LANDLORD LEASES AND WILL LEASE AND LESSEE TENANT TAKES AND WILL TAKE POSSESSION OF THE LEASED PROPERTY “AS IS”, AND LESSEE TENANT ACKNOWLEDGES THAT LESSOR LANDLORD (WHETHER ACTING AS LESSOR LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LESSOR LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LESSORLANDLORD’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LESSEE ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE LEASED PROPERTY INCLUDES THE “SUBLEASE PREMISES” OR ANY RIGHTS WHATSOEVER THERETO (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF ACCESS THERETO OR USE THEREOF), AND PROVIDED THAT FOR THIS PURPOSE “SUBLEASE PREMISES” HAS THE MEANING SET FORTH IN THAT CERTAIN PORTLAND HARBOR SUBLEASE, DATED AS OF MARCH 1, 2005, BETWEEN CHEVRON U.S.A. INC. AND PARAMOUNT PETROLEUM CORPORATIONTENANT. In the event of any defect or deficiency in any of the Leased Property of any nature, whether patent or latent, except as otherwise expressly provided herein, Lessor Landlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort). The provisions of this Section 3.1 have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by LessorLandlord, express or implied, with respect to the physical condition or sufficiency of any of the Leased Property, and arising pursuant to the Uniform Commercial Code, the Civil Code of the State of Louisiana, or any other Applicable Legal Requirements now or hereafter in effect or otherwise.

Lease of Leased Property. Lessor leases to Lessee and Lessee leases from Lessor the Leased Property, subject to the Record Agreements and the Permitted Liens, for the Term, upon the terms and conditions of this Lease. Lessee shall have exclusive use and possession of the Leased Property subject to the Underlying Lien Claims, the Record Agreements and the Permitted Liens. The Leased Property is leased to Lessee subject to the Underlying Lien Claims, the Record Agreements, the Permitted Liens and all Applicable Legal Requirements now or hereafter in effect. LESSOR LEASES AND WILL LEASE AND LESSEE TAKES AND WILL TAKE POSSESSION OF THE LEASED PROPERTY “AS IS”, AND LESSEE ACKNOWLEDGES THAT LESSOR (WHETHER ACTING AS LESSOR HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LESSOR BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LESSOR’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LESSEE ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE LEASED PROPERTY INCLUDES THE “SUBLEASE PREMISES” OR ANY RIGHTS WHATSOEVER THERETO (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF ACCESS THERETO OR USE THEREOF), AND PROVIDED THAT FOR THIS PURPOSE “SUBLEASE PREMISES” HAS THE MEANING SET FORTH IN THAT CERTAIN PORTLAND HARBOR SUBLEASE, DATED AS OF MARCH 1, 2005, BETWEEN CHEVRON U.S.A. INC. AND PARAMOUNT PETROLEUM CORPORATION. In the event of any defect or deficiency in any of the Leased Property of any nature, whether patent or latent, except as otherwise expressly provided herein, Lessor shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort). The provisions of this Section 3.1 have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Lessor, express or implied, with respect to the physical condition or sufficiency of any of the Leased Property, and arising pursuant to the Uniform Commercial Code or any other Applicable Legal Requirements now or hereafter in effect or otherwise.

Lease of Leased Property. Lessor (a) The District hereby leases to Lessee the Corporation, and Lessee the Corporation hereby leases from Lessor the District, the Leased PropertyProperty as described more fully in Appendix A, subject to the Record Agreements and the Permitted Liens, for the Term, upon on the terms and conditions hereinafter set forth. (b) None of this Lease. Lessee shall have exclusive the exceptions disclosed in the title insurance policy issued with respect to the Leased Property by Xxxxxxx Title Company pursuant to the Lease Agreement and as shown in the preliminary title report with respect to the Leased Property (collectively, the “Title Insurance Policy”), and provided to the Corporation and the Assignee as of the Closing Date (the “Exceptions”), will impair the use and possession of the Leased Property subject to for its intended purposes under this Site Lease or the Record Agreements Lease Agreement or interfere with the District’s beneficial use and the Permitted Liens. The Leased Property is leased to Lessee subject to the Record Agreements, the Permitted Liens and all Applicable Legal Requirements now or hereafter in effect. LESSOR LEASES AND WILL LEASE AND LESSEE TAKES AND WILL TAKE POSSESSION OF THE LEASED PROPERTY “AS IS”, AND LESSEE ACKNOWLEDGES THAT LESSOR (WHETHER ACTING AS LESSOR HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LESSOR BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LESSOR’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LESSEE ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE LEASED PROPERTY INCLUDES THE “SUBLEASE PREMISES” OR ANY RIGHTS WHATSOEVER THERETO (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF ACCESS THERETO OR USE THEREOF), AND PROVIDED THAT FOR THIS PURPOSE “SUBLEASE PREMISES” HAS THE MEANING SET FORTH IN THAT CERTAIN PORTLAND HARBOR SUBLEASE, DATED AS OF MARCH 1, 2005, BETWEEN CHEVRON U.S.A. INC. AND PARAMOUNT PETROLEUM CORPORATION. In the event of any defect or deficiency in any enjoyment of the Leased Property or result in any abatement of any nature, whether patent or latent, except as otherwise expressly provided herein, Lessor shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort)Lease Payments. The provisions District hereby represents, warrants and covenants that: (i) none of the Exceptions encumber the Leased Property; (ii) none of the Exceptions impair the use of the Leased Property for its intended purposes under this Section 3.1 have been negotiated, Site Lease and the foregoing provisions are intended to be a complete exclusion Lease Agreement and negation none of the Exceptions will interfere with the District’s beneficial use and enjoyment of the Leased Property or result in any warranties by Lessorabatement of Lease Payments under the Lease Agreement; and (iii) none of the Exceptions adversely affect the rights and interests of the Assignee under this Site Lease or the Lease Agreement or the Assignment Agreement. (c) The District covenants and agrees that in the event any Lien, express encumbrance, reverter, restriction, asserted encumbrance, claim, dispute or implied, other issue exists or arises with respect to the physical condition District’s fee simple legal title to or sufficiency valid and marketable, beneficial use and enjoyment of (or the Corporation’s first priority leasehold interest in) the Leased Property or portion thereof, or any other matters relating to the District’s valid fee title to (or the Corporation’s first priority leasehold interest in) or beneficial use and enjoyment of, the Leased Property (each of the foregoing referred to as a “Real Property Issue”), the District will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue and ensure the District has beneficial use and enjoyment of the Leased Property and provide the Corporation with and will ensure the Corporation has, adequate access to the Leased Property and the real property on which the Leased Property is located for purposes of accessing, inspecting and/or reletting or exercising remedies under this Site Lease or the Lease Agreement (if necessary) with respect to the Leased Property and the District shall ensure that its fee interest and the Corporation’s first priority leasehold interest in the Leased Property remain free and clear of Real Property Issues. The District covenants and agrees that the District shall take all steps necessary (with the Assignee’s prior written approval) to promptly correct any errors or issues with respect to any legal description, UCC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to or encumbering the Leased Property or any of the real property on which the Leased PropertyProperty is located, and arising pursuant in order to protect the Uniform Commercial Code or any other Applicable Legal Requirements now or hereafter Corporation’s first priority leasehold interest in effect or otherwisethe Leased Property at all times.

Lease of Leased Property. Lessor leases to Lessee Upon and Lessee leases from Lessor the Leased Property, subject to the Record Agreements and the Permitted Liens, for the Term, upon the terms and conditions hereinafter set forth, Landlord leases and demises to Tenant and Tenant leases from Landlord all of this LeaseLandlord’s right, title and interest in and to all of the following (collectively, the “Leased Property”): (a) the Real Property; (b) all other improvements and appurtenances of every kind (collectively, the “Improvements”); and (c) all equipment, machinery, fixtures, and other items of property owned by Landlord and now or hereafter permanently affixed to or incorporated into the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenant’s Personal Property and all such items owned by the Condominium Association (collectively, the “Fixtures”). Lessee In furtherance of the foregoing, on the Commencement Date: (d) Original Landlord and Tenant will enter into a short form of registrable lease to be registered in the appropriate land registry office on Closing; (e) Original Landlord and Tenant will enter into an assignment and assumption of the leases, contracts and licenses, permits and warranties in the previously settled form, pursuant to which Original Landlord shall have assign to Tenant and Tenant shall assume all of Original Landlord’s right, title and interest as well all Original Landlord’s duties and obligations under the Existing Leases, the Contracts and the Licenses and Permits to be assigned to the Tenant on Closing, on the terms and conditions set forth therein; (f) Original Landlord will grant or cause to be granted to Tenant and Tenant will enter into a non-exclusive license in favour of Tenant in the previously settled form, permitting Tenant to use the Trademarks from the holder of such Trademarks, on the terms and conditions set forth therein; (g) Original Landlord will deliver to Tenant on the Commencement Date, possession of the Leased Real Property subject to the Record Agreements free and the Permitted Liens. The Leased Property is leased to Lessee subject to the Record Agreementsclear of all Liens or parties in possession, the Permitted Liens except for Intrawest Tenants and Space Tenants under Existing Leases, and all Applicable Legal Requirements now or hereafter keys, codes and other security devices for the Real Property; and (h) Original Landlord will cause Intrawest to enter into a lease indemnity agreement with Tenant in effect. LESSOR LEASES AND WILL LEASE AND LESSEE TAKES AND WILL TAKE POSSESSION OF THE LEASED PROPERTY “AS IS”the previously settled form, AND LESSEE ACKNOWLEDGES THAT LESSOR (WHETHER ACTING AS LESSOR HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKEon the terms and conditions set forth therein, NOR SHALL LESSOR BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LESSOR’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE. FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LESSEE ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE LEASED PROPERTY INCLUDES THE “SUBLEASE PREMISES” OR ANY RIGHTS WHATSOEVER THERETO (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF ACCESS THERETO OR USE THEREOF), AND PROVIDED THAT FOR THIS PURPOSE “SUBLEASE PREMISES” HAS THE MEANING SET FORTH IN THAT CERTAIN PORTLAND HARBOR SUBLEASE, DATED AS OF MARCH 1, 2005, BETWEEN CHEVRON U.S.A. INC. AND PARAMOUNT PETROLEUM CORPORATION. In in respect of the event leases described in Exhibit G. Original Landlord covenants and agrees in favour of any defect or deficiency in any Tenant that each of the foregoing items comprising the Leased Property as well as each of any naturethe Contracts, whether patent or latentLicences and Permits and Trademarks is being leased, licensed and assigned to Tenant free and clear of all Liens save and except as otherwise expressly provided herein, Lessor shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort). The provisions of this Section 3.1 have been negotiated, the Permitted Encumbrances and the foregoing provisions are intended encumbrances to be a complete exclusion discharged by Original Landlord or its solicitor on or before the Commencement Date at Original Landlord’s sole cost and negation of any warranties by Lessor, express or implied, with respect to the physical condition or sufficiency of any of the Leased Property, and arising pursuant to the Uniform Commercial Code or any other Applicable Legal Requirements now or hereafter in effect or otherwiseexpense.