0831, Approved and Ordered jut.

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1 4orp PROVINCIOF BRITISH COLUMBIA ORDER OF THE LIEUTENANT GOVERNOR IN COUNCIL Order in Council Number 0831, Approved and Ordered jut. Lieutenant Governor Executive Council Chambers, Victoria On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and consent of the Executive Council, orders that approval is given to the City of Vancouver to enter into an agreement substantially in the form of the Amendment to Block 42 Ground Lease, Block 42 Parking Lease and Block 52 Parking Lease, set out in the Terms of Instrument - Part 2, attached to this order. M ester of unicipal Affairs Presiding Me er of the Executive Council Whir part is for administrative purposes only and is not part of the Order) Authority under which Order is made: Act and section: Vancouver Enabling Act, 1968, SBC 1968, c.72, section 6A ( I ) Other (specify): June /98/37/mgm

2 - 08/09/98 14:04 ' NUN AFFAIRS Z / LAND TITLE ACT FORM C i5rttion 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 abb, for um Tick Cake Ins) Page 1 of 13 pages 1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent) Doris Spence, McCarthy Tetrault Dunsmuir Street, Vancouver, B.C. V7Y 1K2 Phone: Client No.: PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:' (PID) (LEGAL DESCRIPTION) SEE SCHEDULE 3. NATURE OF INTEREST:' DOCUMENT REFERENCE PERSON ENTITLED TO INTEREST DESCRIPTION (page and paragraph) SEE SCHEDULE 4, TERMS: Pan 2 of this instrument consists of (select one only). (a) Filed Standard Charge Terms D.F. Number: (b) Express Charge Terms II Annexed as Part 2 (c) Release :3 There is no Part 2 of this instrument A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item TRANSFEROR(S):' SEE SCHEDULE 6. TRANSFEREE(S): (including postal address(es) and postal code(s))' SEE SCHEDULE 7. ADDITIONAL or MODIFIED TERMS:' N/A 8. EXECUTION(S)." This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every oilier signatory agree to be bound by this instrument, and acknowledge(s) receipt or a true copy of the filed standard charge terms, if any USE BLACK INK ONLY Execution Date USE BLACK INK ONLY Officer Signature(s) 98 CITY OF VANCOUVER by its authorized signatory: Director of Legal Services Print Name: OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public and other person authorized by the Evidence Act. R.S.B.C. 1996, c.124, to take affidavit for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument , ap

3 06/09/98 14:05 12' MUN AFFAIRS a005/021 LAND TITLE ACT FORM D EXECUTIONS CONTINUED Page 2 of 13 pag USE BLACK INK ONLY Execution Date USE BLACK INK ONLY Officer Signature(s) Y M D 98 PACIFIC CENTRE LIMITED by its authorized signatory(ies): Print Name: Print Name: THE CADILLAC FAIRVIEW 98 CORPORATION LIMITED by its authorized signatory(ies): Print Name: Print Name: OFFICER CERTIFICATION: Your signature constitutes a representation that you arc a solicitor, notary public and other person authorized by the Evidence Act, R.S.B.C. 1996, c.124, to take affidavit for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument. MI12( wp

4 . 06/09/98 14: NUN AFFAIRS lit 006/ 021 LAND TITLE ACT FORM E SCHEDULE Page 3 of 13 pag ENTER THE REQUIRED INFORMATION IN THE SAME ORDER AS THE INFORMATION MIST APPEAR ON THE FREEHOLD TRANSFER FORM, MORTGAGE FORM OR GENERAL DOCUMENT FORM. 2. PARCEL IDENTIFERIS) AND LEGAL DESCRIPTION(S) OF LAND: IPID) (LEGAL DESCRIPTION) lstly ndly: NO PID 3rdly: NO ND 4thly: Stilly: NO PID Block 42 (Reference Plan 10328), District Lot 541, Plan 210 Certain portions of Georgia Street, Howe Street and Granville Street in the City of Vancouver, British Columbia, which are shown outlined in brown, green and red, illustrated isometrically and designated as Parcels D, E and F on the Reference Plan deposited in the Vancouver Land Title office under number The portion of Dunsmuir Street in the City of Vancouver, British Columbia, which shown outlined in red, illustrated isometrically and designated as Parcel G on the Reference Plan deposited in the Vancouver Land Title Office under number Block 52 (Explanatory Plan 9962), District Lot 541, Plan 210 Certain portions of Robson Street, Howe Street and Georgia Street in the City of Vancouver. British Columbia, which are shown outlined m yellow, green and red, illustrated isometrically and designated as Parcels A. B and C on the Explanatory Plan deposited in the Vancouver Land Title Office under number NATURE OF INTEREST:* DESCRIPTION Modification of Lease M (as modified by C78331) Modification of Lease M (as modified by and P51364) Modification of Lease P51365 DOCUMENT REFERENCE Ipage and paragraph) Pages 6, 7 and 8, Paragraphs 1, 2 and 3 Pages 8, 9, 10 and 11, Paragraphs 4, 5, 6 and 7 Pages 8, 9, 10 and 11, Paragraphs 4, 5, 6 and 7 MI PERSON ENTITLED TO INTEREST Pacific Centre Limited and City of Vancouver Pacific Centre Limited and City of Vancouver Pacific Centre Limited and City of Vancouver TRANS;:EHORSI: CITY OF VANCOUVER (with respect to the amendments contained in sections 1, 2 and 3) and PACIFIC CENTRE LIMITED (Amalgamation No ) (with respect to the amendments contained in sections 4 and 5) 6. TRANSFEREE(S): (including postal address(es) and postal code(s))' CITY OF VANCOUVER, 543 West 12th Avenue, Vancouver, British Columbia, V5Y 1V4 (with respect to the amendments contained in sections 4 and 5) and PACIFIC CENTRE LIMITED (Amalgamation No ), 5th Floor, 20 Queens Street West, Toronto, Ontario, M5H 3R4 (with respect to the amendments contained in sections 1, 2 and 3) / wp

5 08/09/98 14: MUN AFFAIRS ra1007/021 LAND TITLE ACT TERMS OF INSTRUMENT - PART 2 Page 4 of 13 pages AMENDMENT TO BLOCK 42 GROUND LEASE, BLOCK 42 PARKING LEASE ANDjll&cxjziARKINWAs THIS AGREEMENT made as of the 29th day of May, BETWEEN; AND: AND: PACIFIC CENTRE LIMITED, 5th Floor, 20 Queen Street West, Toronto, Ontario, M5H 3R4 (Amalgamation No ) ("PCL") CITY OF VANCOUVER, 543 West 12th Avenue, Vancouver, British Columbia, V5Y 1V4 (the "City") THE CADILLAC FAIRVIEW CORPORATION LIMITED, 5th Floor, 20 Queen Street West, Toronto, Ontario, M5H 3R4 (Extra- Provincial Registration No. A-46292) ("CFCL") WHEREAS' A. The City, as "LESSOR", The Fairview Corporation (British Columbia) Limited, as "LESSEE", Cemp Holdings Ltd. and Pacific Centre Limited (Incorporation Number 71690) (the "Original PCL") entered into an agreement made January 28, 1970 in respect of the lease by the City to The Fairview Corporation (British Columbia) Limited of those lands and premises legally described as Block 42 (Reference Plan 10328), District Lot 541, Plan 210 ("Block 42"), which agreement was registered in the Vancouver Land Title Office under instrument number M and was subsequently amended by an agreement made as of August 29, 1975 and registered in the Vancouver Land Title Office under instrument number C78331 (together, the "Block 42 Ground Lease"); B. Pursuant to an agreement made as of October 1, 1971 between the Original PCL as "LESSOR", and the City, as "LESSEE", entitled "Block 52 Parking Lease", the Original PCL subleased to the City portions of those lands and premises legally described as Block 52 (Explanatory Plan 9962), District Lot 541, Plan 210 ("Block 52") and as Parcels A, B and C, Explanatory Plan 10196, District Lot 541, Group 1, New Westminster District (the "Block 52 Undersurface"), which agreement was registered in the Vancouver Land Title Office under instrument number M, was subsequently / wp

6 08/09/98 14: NUN AFFAIRS a008/021 Page 5 of 13 pages extended, modified and partially cancelled by an agreement made as of August 29, 1975 and registered in the Vancouver Land Title Office under instrument numbers C78326 and C78327 and was subsequently modified by a further agreement made as of April 1, ]982 and registered in the Vancouver Land Title Office under instrument number P51364 (together, the "Block 52 Parking Lease"); C. By an agreement made as of April I, 1982 between Pacific Centre Limited (Incorporation Number ) (the "Second PCL"), as "LESSOR", and the City, as "LESSEE", entitled "Block 42 Parking Lease", the Second PCL subleased to the City portions of Block 42 and of those lands and premises legally described as Parcels D, E and F, Reference Plan 11255, District Lot 541, Group 1, New Westminster District (the "Block 42 Undersurface") and as Parcel G, Reference Plan 11867, District Lot 541 (the "Dunsmuir Street Undersurface"), which agreement was registered in the Vancouver Land Title Office under instrument number P51365 (the "Block 42 Parking Lease"); The Original PCL amalgamated with The Fairview Corporation (British Columbia) Limited on January 2, 1973 and continued as the Second PCL under the name "Pacific Centre Limited" and under Incorporation Number and, accordingly, the Second PCL became entitled to the benefits and subject to the obligations of the "LESSEE" under the Block 42 Ground Lease; E. Pursuant to a series of corporate arrangements and amalgamations. Cemp Holdings Ltd. is now CFCL; F. Pursuant to Article XX of the Block 42 Ground Lease, the City granted the Original PCL an option to purchase Block 42 (the "Option to Purchase") for the price and upon the terms and subject to the conditions in Article XX of the Block 42 Ground Lease, which Option to Purchase was registered in the Vancouver Land Title Office under instrument number M; G. Pursuant to its rights under Article XX of the Block 42 Ground Lease, the Second PCL exercised its Option to Purchase Block 42 for the price and upon the terms and subject to the conditions in Article XX of the Block 42 Ground Lease by delivering to the City on September 25, 1997 written notice of the exercise by the Second PCL of such Option to Purchase; H. Pursuant to an agreement between the Second PCL and the City executed by the Second PCL on December 22, 1997 and by the City on December 23, 1997, the Second PCL and the City agreed to extend the date for the completion of the purchase and sale of Block 42 pursuant to the Option to Purchase from December 24, 1997 to January 30, 1998, 1. Pursuant to an agreement between the Second PCL and the City executed by the Second PCL on January 28, 1998 and by the City on January 29, the Second PCL and the City agreed to further extend the date for the completion of the purchase and sale of Block 42 pursuant to the Option to Purchase from January 30, 1998 to March ; J. Pursuant to an agreement between the Second PCL and the City executed by the Second PCL on February 26, 1998 and by the City on March 2, the Second PCL and the City agreed to further extend the date for the completion of the purchase and sale of Block 42 pursuant to the Option to Purchase from March 2, 1998 to March 23, 1998; K. Pursuant to an agreement between the Second PCL and the City executed by the Second PCL on March 16, 1998 and by the City on March 13, 1998, the Second PCL and the City agreed to / wp

7 08/09/98 14: MUN AFFAIRS 2009/021 Page 6 of 1 3 pages further extenc; ale date for the completion of the purchase and sale of Block 42 pursuant to the Option to Purchase from March 23, 1998 to June 30, 1998; L. The Second PCL amalgamated with British Columbia Ltd., British Columbia Ltd. and British Columbia Ltd. on April 1, 1998 and continued as PCL under the name "Pacific Centre Limited" and under Amalgamation No and, accordingly, PCL is entitled to the benefits and subject to the obligations of the "LESSEE" under the Block 42 Ground Lease (including, without limitation, under Article XX of the Block 42 Ground Lease); M. The City has requested that PCL agree to a further extension of the date for the completion of the purchase and sale of the Block 42 pursuant to the Option to Purchase and, accordingly, PCL and the City have agreed to amend the Block 42 Ground Lease to further extend the completion date of the purchase and sale of Block 42 pursuant to the Option to Purchase and to make a number of other amendments to the Block 42 Ground Lease ancillary to such extension and to make a number of amendments to the Block 42 Parking Lease and the Block 52 Parking Lease ancillary to such extension; N. The entering into this Agreement by the City and the execution of this Agreement by the City's Director of Legal Services on behalf of the City was duly approved by City Council on December 9, 1997 and the exercise by the City of its option to renew the Block 42 Parking Lease and its option to renew the Block 52 Parking Lease was duly approved by the City Council on May 12, 1998; and 0. This Agreement is in the form approved by the Lieutenant-Governor in Council by Orderin-Council No pursuant to the Vancouver Enabling Act, 1968 (Statutes of British Columbia 1968, Chapter 12) as amended. NOW THEREFORE in consideration of the sum of $1 00 now paid by each party to each of the others and of other good and valuable consideration (the sufficiency and receipt of which is hereby acknowledged by each of the panics), the parties agree as follows: AMENDMENTS TO BLOCK 42 GROUND LEASE 1. PCL and the City acknowledge and agree that PCL has validly exercised its Option to Purchase Block 42 in compliance with the provisions of the Option to Purchase by the Second PCL delivering written notice of its exercise of the Option to Purchase to the City on September 25, 1997 and that, pursuant to the terms of Article XX of the Block 42 Ground Lease, the purchase price for Block 42 pursuant to the Option to Purchase is and shall continue to be (notwithstanding any extension of the date of completion of the purchase and sale of Block 42 pursuant to the Option to Purchase which is agreed upon by the City and PCL) $8,365, PCL and the City also acknowledge and agree that, pursuant to the terms of Article XX of Block 42 Ground Lease, PCL shall be entitled to cause the City to transfer title to Block 42 to a nominee of PCL at the time of the completion of the purchase and sale of Block 42 pursuant to the Option to Purchase. PCL and the City further agree that no default by PCL under the Block 42 Ground Lease and no termination of the Block 42 Ground Lease by the City shall in any way affect or derogate from the right of PCL to complete its purchase of Block 42 pursuant to the Option to Purchase, prodded that if the City delivers a bona fide notice of termination of the Block 42 Ground Lease to PCL the completion date for the purchase and sale of Block 42 pursuant to the Option to Purchase shall, notwithstanding section 2 hereafter, be that day which is 30 days after the City has delivered such written notice to PCL or, if such day is a day on which the Vancouver Land Title Office / wp

8 - 06/09/98 14:07 fam MUN AFFAIRS 21010/021 Page 7 of 13 pages is not open for business with the public, then the next day following on which the Vancouver Land Title Office is open for business with the public. PCL and the City agree that this section 1 constitutes an amendment to the Block 42 Ground Lease. 2. PCL and the City agree that the date for the completion of the purchase and sale of Block 42 pursuant to the Option to Purchase is extended from June 30, 1998 to the earlier of (a) that day which is 30 days after PCL has delivered written notice to the City of PCL's intention to complete its purchase of Block 42 pursuant to the Option to Purchase or (b) January 31, if the completion date as determined above is a day on which the Vancouver Land Title Office is not open for business with the public, PCL and the City agree that the completion date shall be the next day following on which the Vancouver Land Title Office is open for business with the public. PCL and the City agree that this section 2 constitutes an amendment to the Block 42 Ground Lease (including, without limitation, an amendment to section of the Block 42 Ground Lease). 3. PCL and the City agree that the initial term of the Block 42 Grot.rid Lease is extended so that, instead of terminating on January 31, 2000, the initial term of the Block 42 Ground Lease shall terminate on January 31, 2003 and that for the period from and including February 1, 2000 to and including January 31, 2003 PCL shall pay to the City as the Basic Rent payable under the Block 42 Ground Lease $30, per month (plus applicable goods and services tax payable thereon) in advance on the first day of each month without any abatement or deduction or defalcation whatsoever, with the first such payment being due and payable on February 1, For greater certainty, PCL and the City agree as follows: (a) (b) the City leases the Demised Premises (as defined in the Block 42 Ground Lease) to PCL for a further term commencing on February 1, 2000 and terminating on January 31, 2003, on and subject to the terms of the Block 42 Ground Lease except that the Basic Rent payable by PCL during such extension term shall be 530, per month (plus applicable goods and services tax payable thereon) payable in advance on the first day of each month without any abatement or deduction or defalcation whatsoever, with the first such payment being due and payable on February 1, 2000; and as of the date of this Agreement, the Block 42 Ground Lease is amended as follows. (i) by deleting the "TO HAVE AND TO HOLD" clause on page 2 of the Block 42 Ground Lease and by substituting therefor the following: "TO HAVE AND TO HOLD the DEMISED LANDS for and during a term commencing on the DATE FOR COMMENCEMENT OF RENTAL and ending on January 31, 2003 unless this LEASE shall sooner end and terminate as herein provided."; (ii) by deleting the definition of "TERM" set out in section 1.01(mm) and by substituting therefor the following new definition: "TERM' means the period beginning on the DATE FOR COMMENCEMENT OF RENTAL and ending on January 31, 2003:": (iii) by deleting from section the words "eighteen (18) months" from the fifth line thereof and by substituting therefor the words "fifteen (15) days" and by deleting the wp

9 06'09/98 14:08 Tr MUN AFFAIRS a011/021 Page 8 of 13 pages words "the thirtieth (30th) anniversary of the DATE FOR COMMENCEMENT OF RENTAL in this LEASE" in the twelfth and thirteenth lines thereof and by substituting therefor "February 1, 2003"; (iv) (v) by deleting from section the words "the sixtieth (60th) anniversary of the DATE FOR COMMENCEMENT of RENTAL in this LEASE" and by substituting therefor the words "February 1, 2033"; and by deleting from section the words "at least nine (9) months prior to the expiration of the TERM or of the then current TERM as the case may be" from the seventh, eighth and ninth lines thereof and by substituting therefor the words "by the last day of the TERM or the last day of the then current TERM as the case may be". PCL and the City agree that this section 3 constitutes an amendment to the Block 42 Ground Lease. AMENDMENTS TO BLOCK 42 PARKING LEASE AND BLOCK 52 PARKING LEASE 4 PCL and the City agree that, effective January 1, 1998, the Block 42 Parking Lease and the Block 52 Parking Lease are amended as follows: (a) (b) (c) Until such time as PCL has completed its purchase of Block 42 pursuant to the Option to Purchase, the City agrees that, in addition to making all such payments as are payable by the City under each of the Block 42 Parking Lease and the Block 52 Parking Lease (including, without lirnitation, all payments of "ANNUAL BASIC RENTAL" under each such Lease), the City will pay an additional annual rental payment of 5720, (plus applicable goods and services tax payable thereon), payable by twelve equal monthly payments of $60, (plus applicable goods and services tax payable thereon), in advance on the first day of each month free from any charges, assessments, impositions, expenses or deductions of any kind or nature whatsoever, commencing with a first payment due and payable on January 1, 1998 (notwithstanding the foregoing, PCL agrees that the City shall not be required to make the payment which would otherwise be due on January 1, 1998 until July 1, 1998, on which date the City will pay to PCL $420, (plus applicable goods and services tax payable thereon) in respect of the monthly payments due for January through and including July, 1998); PCL and the City agree that the initial term under each of the Block 42 Parking Lease and the Block 52 Parking Lease is extended beyond September 30, 2000 by the number of days equal to the lesser of (i) the number of days from and including January 1, 1998 to and including the day on which PCL completes its purchase of Block 42 pursuant to the Option to Purchase and (ii) the number of days from and including January 1, 1998 to and including the day on which the City 's obligation to pay the additional $720, annual rental payment referred to in subsection 4(a) above has terminated pursuant to the terms of a written notice delivered by the City to PCL as provided for in subsection 4(c) below; PCL and the City agree that, at any time after December 31, 1998, the City shall be entitled to deliver to PCL written notice pursuant to which the City terminates its obligation to pay to PCL the additional $720, annual rental payment referred to in subsection 4(a) above, such termination to be effective one year after the date such / ,wp

10 08/09/98 11:09 U NUN AFFAIRS Z012/021 Page 9 of 13 pages written notice is delivered to PCL, and that, upon the earlier of the date which is one year after the day of the delivery of such notice to PCL and the date of the completion by PCL of its purchase of Block 42 pursuant to the Option to Purchase, the rights and obligations of the parties under each of the Block 42 Parking Lease and the Block 52 Parking Lease shall revert to those rights and obligations which existed immediately prior to January 1, 1998 (notwithstanding the foregoing, the parties shall remain liable for any obligations incurred by them from and including January 1, 1998 to and including the earlier of such dates pursuant to this Agreement which have not been satisfied); (d) (e) the City hereby agrees that it will cause its Deputy City Engineer to meet with PCL's General Manager of Pacific Centre as may be reasonably required by the General Manager (and in any event no less than four (4) times per calendar year) in order to discuss and arrange the implementation on an expedited basis of any improvements with respect to the parking facilities leased by PCL to the City which are mutually agreed upon by PCL and the City, it being the intention of PCL and the City that such parking facilities are to be maintained and operated as first-class parking operations to support the development on Block 42 and Block 52; and PCL and the City agree that, if PCL has not completed its purchase of Block 42 pursuant to the Option to Purchase, if the City has not delivered the notice of termination referred to in subsection 4(c) and if the date by which PCL must complete its purchase of Block 42 has been extended beyond January 31, 2003 (if necessary), the arrangement set out in subsections 4(a) to 4(d) may be renewed after January 31, 2003 for consecutive five year periods upon PCL and the City each consenting in writing to each such renewal prior to such renewal period commencing. For greater certainty, PCL and the City agree that this section 4 constitutes an amendment to the Block 42 Parking Lease and the Block 52 Parking Lease. 5. To provide greater certainty to the extension of the initial terms of each of the Block 42 Parking Lease and the Block 52 Parking Lease, as set out in subsection 4(b) above, PCL and the City agree as follows: (a) PCL leases the Demised Premises (as defined in the Block 42 Parking Lease) to the City for a further term commencing on October 1, 2000 and continuing for that number of days which is equal to the lesser of (i) the number of days from and including January 1, 1998 to and including the day on which PCL completes its purchase of Block 42 pursuant to the Option to Purchase or (ii) the number of days from and including January 1, 1998 to and including the day on which the City's obligation to pay the additional $720, annual rental payment referred to in subsection 4(a) above has terminated pursuant to the terms of a written notice delivered by the City to PCL as provided for in subsection 4(c) above, such lease to be on and subject to the terms of the Block 42 Parking Lease except that, in addition to all such payments as are payable by the City under the Block 42 Parking Lease (including, without limitation, all payments of ANNUAL BASIC RENTAL), the City will pay an additional annual rental payment of $360, (plus applicable goods and services tax payable thereon), payable by twelve equal monthly payments of $30, (plus applicable goods and services tax payable thereon), in advance on the first day of each month free from any charges, assessments, impositions, expenses or deductions of any kind or nature whatsoever, commencing with a first ' wp

11 08/09/98 14:09 1, MUN AFFAIRS a013/021 Page 10 of 13 pages payment due and payable on January 1, 1998 (notwithstanding the foregoing, PCL agrees that the City shall not be required to make the payment which would otherwise be due on January 1, 1998 until July 1, 1998, on which date the City will pay to PCL $210, (plus applicable goods and services tax payable thereon) in respect of the monthly payments due for January through and including July, 1998), and PCL and the City agree that the definition of "TERM" in the Block 42 Parking Lease shall hereafter be read and construed in accordance with, and is hereby amended by, the foregoing portion of this subsection 5(al, (b) (c) (d) PCL leases the Demised Premises (as defined in the Block 52 Parking Lease) to the City for a further term commencing on October 1, 2000 and continuing for that number of days which is equal to the lesser of (i) the number of days from and including January 1, 1998 to and including the day on which PCL completes its purchase of Block 42 pursuant to the Option to Purchase or (h) the number of days from and including January 1, 1998 to and including the day on which the City's obligation to pay the additional $720, annual rental payment referred to in subsection 4(a) above has terminated pursuant to the terms of a written notice delivered by the City to PCL as provided for in subsection 4(c) above, such lease to be on and subject to the terms of the Block 52 Parking Lease except that, in addition to all such payments as are payable by the City under the Block 52 Parking Lease (including, without limitation, all payments of ANNUAL BASIC RENTAL), the City will pay an additional annual rental payment of $360, (plus applicable goods and services tax payable thereon), payable by twelve equal monthly payments of $30, (plus applicable goods and services tax payable thereon), in advance on the first day of each month free from any charges, assessments, Impositions, expenses or deductions of any kind or nature whatsoever, commencing with a first payment due and payable on January 1, 1998 (notwithstanding the foregoing, PCL agrees that th: City shall not be required to make the payment which would otherwise be due on January 1, 1998 until July 1, 1998, on which date the City will pay to PCL $210, (plus applicable goods and services tax payable thereon) in respect of the monthly payments due for January through and including July, 1998), and PCL and the City agree that the definition of "TERM" in the Block 52 Parking Lease shall hereafter be read and construed in accordance with, and is hereby amended by, the foregoing portion of this subsection 5(b); for greater certainty, PCL and the City agree that the City shall not be entitled to terminate its obligation to pay the additional annual rental payment in respect of one of the Block 42 Parking Lease and the Block 52 Parking Lease unless it terminates its obligation to pay the additional annual rental payment in respect of both such Leases; paragraph (2) of Schedule "B" to the Block 42 Parking Lease is hereby amended by the addition to the end thereof of the following words: "and, for the period from the end of the twenty-fifth (25th) year of the TERM to the end of the TERM, an amount which is one-third ('A) of the annual amount specified in the preceding portion of this paragraph 2"; and (e) paragraph (3) of Schedule "B" to the Block 52 Parking Lease is hereby deleted and replaced by the following new paragraph (3): / wp

12 08/09/88 14:10 Tr INN AFFAIRS Z014/021 Page 1 1 of 13 pages "from the end of the twenty-fifth (25th) year of the TERM to the end of the TERM, an amount which is one-third ('A) of the annual amount specified in paragraph 2 hereof;". For greater certainty, PCL and the City agree that this section 5 constitutes an amendment to the Block 42 Parking Lease and the Block 52 Parking Lease. 6. PCL acknowledges to the City that the City has delivered to PCL notice of the exercise by the City of its option to renew the Block 42 Parking Lease (except for section thereof) in accordance with the terms of the Block 42 Lease for a renewal term commencing on the day after the end of the initial term of the Block 42 Parking Lease (as determined pursuant to subsection 4(b) hereof) and ending on that day which immediately precedes the twenty-fifth (25th) anniversary of such commencement date and at the ANNUAL BASIC RENTAL determined pursuant to the Block 42 Parking Lease. 7. PCL acknowledges to the City that the City has delivered to PCL notice of the exercise by the City of its option to renew the Block 52 Parking Lease (except for section thereof) in accordance with the terms of the Block 52 Lease for a renewal term commencing on the day after the end of the initial term of the Block 52 Parking Lease (as determined pursjant to subsection 4(b) hereof) and ending on that day which immediately precedes the twenty-fifth (25th) anniversary of such commencement date and at the ANNUAL BASIC RENTAL determined pursuant to the Block 52 Parking Lease. GENERAL PROVISIONS 8. If this Agreement is not registered in the Vancouver Land Title Office against the titles to those lands referred to in section 2 of the Form C General Instrument to which this Agreement is attached, then PCL and the City agree that neither of them may assign its rights under any or all of the Block 42 Ground Lease, the Block 42 Parking Lease and the Block 52 Parking Lease unless the assigning party has first given notice of this Agreement to the proposed assignee and has caused such assignee to enter into a written agreement with the party which is not assigning its rights whereby such assignee assumes all of the obligations of the assignor under this Agreement. The foregoing sentence shall not be construed as a derogation of any of the obligations of the assignor under any or all of the Block 42 Ground Lease, the Block 42 Parking Lease or the Block 52 Parking Lease (including, without limitation, any obligations in respect of any proposed assignment of its interest in any such Lease) or as a waiver or derogation of any conditions to any proposed assignment of its interest in any such Lease which must be satisfied prior to any such assignment of its interest in any such Lease. 9. Each of the parties hereby confirms and ratifies the terms and conditions contained in each of the Block 42 Ground Lease, the Block 42 Parking Lease and the Block 52 Parking Lease, each as amended by this Agreement. 10. This Agreement will, from the date hereof, be read and construed together with each of the Block 42 Ground Lease, the Block 42 Parking Lease and the Block 52 Parking Lease, and each of the Block 42 Ground Lease, the Block 42 Parking Lease and the Block 52 Parking Lease, as amended hereby, shall continue in full force and effect for the remainder of the term of each such Lease in accordance with the terms of each such Lease and the terms of this Agreement. 11. This Agreement will enure to the benefit of and be binding upon the successors and assigns of the parties , ,wp

13 08/09/98 14:11 1, MUN AFFAIRS 21015/021 Page 12 of 13 pages 12. Each of the parties shall execute and deliver all such further documents and do such further acts and things as may be reasonably required from time to time to give effect to this Agreement. 13. The City represents and warrants to PCL that all proceedings have been taken by the City which are required to enable the City to execute and deliver this Agreement as an agreement which is legally binding on and is enforceable against the City, and the City acknowledges that PCL is entering into this Agreement in reliance upon such representation and warranty. Each of PCL and CFCL (in this section, each such company is separately referred to as the "Company") represents and warrants to the City that all corporate proceedings have been taken which are required to enable the Company to execute and deliver this Agreement as an agreement which is legally binding on and is enforceable against the Company, and the Company acknowledges that the City is entering into this Agreement in reliance upon such representation and warranty. 14. As required by each of the Block 42 Ground Lease, the Block 42 Parking Lease and the Block 52 Parking Lease, this Agreement has been executed under seal by each of the parties hereto. IN WITNESS WHEREOF the parties have executed this Agreement by their respective officers duly authorized for such purpose and have caused to be affixed hereto their respective seals as of the day and year first above written. CITY OF VANCOUVER Director of Legal Services C/S PACIFIC CENTRE LIMITED Authorized Signatory CIS Authorized Signatory / wp

14 06/09/98 14:11 r NUN AFFAIRS Z016/021 Page 13 of 13 pages THE CADILLAC FAIRVIEW CORPORATION LIMITED Authorized Signatory CIS Authorized Signatory This is page 13 of an AGREEMENT dated as of the 29th day of May, 1998 between the CITY OF VANCOUVER, PACIFIC CENTRE LIMITED and THE CADILLAC FAIRVIEW CORPORATION LIMITED. - END OF DOCUMENT wp

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