Page 1 of3 - WordPress.com · Craig Barker Title # BR307102 From Title# R102954 Declared Value 1856285 Pending Applications Duplicate Indefeasible Title Taxation Authority

Craig Barker

Title # BR307102

From Title# R102954

Declared Value 1856285

Pending Applications

Duplicate Indefeasible Title

Taxation Authority CITY OF VANCOUVER

Description of Land Parcel Identifier: 008-628-360 LOT 2 BLOCK 116 DISTRICT LOT 301 PLAN 10979

Transfers

Application For Registration Received on: 2001-11-15 Entered on: 2001-11-29

Registered Owner in Fee Simple 636608 B.C. LTD., INC.NO. 636608 8240 FRASER STREET VANCOUVER, BC V5X 3X6

Legal Notations

1±1 Charges, liens and Interests Number of Active Charges on Title: 16

EASEMENT AND INDEMNITY AGREEMENT Registered Owner of Charge

CITY OF VANCOUVER 337218M

f) COVENANT Registered Owner of Charge

CITY OF VANCOUVER BV509997

Charge Remarks:

03/04/2013 15:53:09 PM

337218M

BV509997

T BR3071 02 VA - Expanded Vi ...

VANCOUVER

1961-11-20 13:56

2003-12-04 15:07

Page 1 of3

Craig Barker

MODIFIED BY BW82790

£ COVENANT Registered Owner of Charge


f? STATUTORY RIGHT OF WAY Registered Owner of Charge


EQUITABLE CHARGE Registered Owner of Charge


JQ OPTION TO PURCHASE Registered Owner of Charge


Charge Remarks : PLAN BCP8610

STATUTORY RIGHT OF WAY Registered Owner of Charge

BV510002

BV510004

BV510006

BV510008

BV510019

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY BV510019

Charge Remarks: INTER ALIA

COVENANT Charge Remarks:

MODIFICATION OF BV509997

PRIORITY AGREEMENT Charge Remarks:

BW82790

BW82793

GRANTING BW82790 PRIORITY OVER BR307119, BT440654, BT440655 AND BV510019

EASEMENT Charge Remarks:

APPURTENANT TO LOT A PLAN BCP8966.

MORTGAGE Registered Owner of Charge

COAST CAPITAL SAVINGS CREDIT UNION BW552629


03/04/2013 15:53:09 PM

BW109278

BW552629

T BR307102 VA - Expanded Vi ...

2003-12-04 15 :07

2003-12-04 15:07

2003-12-04 15:07

2003-12-04 15:07

2003-12-04 15:08

2004-02-27 15:22

2004-02-27 15:22

2004-03-19 13 :07

2004-12-07 09 :13

Page 2 of3

Craig Barker T BR307102 VA- Expanded Vi ...

ASSIGNMENT OF RENTS Registered Owner of Charge

COAST CAPITAL SAVINGS CREDIT UNION BW552630



GURDEV SINGH KHATKAR SURJIT KAUR KHATKAR

BW552630 2004-12-07 09:13

BB1929644 2011-01-26 15:01

AS TO AN UNDIVIDED 1/3 INTEREST AS JOINT TENANTS BB1929644

DALJIT SINGH DHILLON AS TO AN UNDIVIDED 2/3 INTEREST

BB1953111 Charge Remarks:

INTER ALIA

ASSIGNMENT OF RENTS Registered Owner of Charge

GURDEV SINGH KHATKAR SURJIT KAUR KHATKAR

BB1929645 2011-01-26 15:01

AS TO AN UNDIVIDED 1/3 INTEREST AS JOINT TENANTS BB1929645

DALJIT SINGH DHILLON AS TO AN UNDIVIDED 2/3 INTEREST

BB1953112 Charge Remarks:

INTER ALIA


BALWANT SINGH JAGPAL HARPAL KAUR JAGPAL AS JOINT TENANTS

CA1890117

IJ MORTGAGE Registered Owner of Charge

TRIPLE K. INVESTMENT LTD. Incorporation No. 433319

CA2291514

03/04/2013 15:53:09 PM

CA1890117 2011-02-01 14:01

CA2291514 2011-11-29 14:18

Page 3 of3

CRAIG BARKER

j

Dl

7

BV509995 LAND TITLE ACT FORMC (Section 233) Province of British Columbia

RCVD: 2003-12-0415:07 NW BV509995 R

-r. DEC 200:1 15 07 BVSIOOOO

GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) PAGE I of 17 pages

~ 6

I. APPLICATION: (Name, addrcs~. phone number and signature ogent)

Richard Robinson ·· _.. p ;: ; : BECK ROBINSON & COMPANY 700- 686 W. Broadway Vancouver, B.C. V5Z lGl 874-0204 Client No. 10647

2. PARCEL IDENTIF!ER(S) AND LEGAL DESCRIPTION(S) OF LAND: • (PID) (LEGAL DESCRIPTION)

signature of agent

008-628-360 Lot 2 Block 116 District Lot 301 Plan 10979

025-485-156 Parcel A District Lot 264A Group 1 New Westminster District Plan BCP921

---------------------------------------------------------------------------------PERSON ENTITLED TO INTEREST 3. NATURE OF INTEREST: • DESCRIPTION

DOCUMENT REFERENCE (page and paragraph)

88 03/12/04 15:05:55 OJ lJ1 SEE SCHEDULE

4. TERMS: Part 2 of this instrument consists of(select one only)

(a) Filed Standard Charge Terms (b) Express Charge Terms (c) Release

cw.n

[I D.F. No. [XX) Annexed as l'art 2 [ I There is no Part 2 ofthis instrument

A selection of(a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. lf(c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S):•

636608 B.C. LTD., (Inc. No. 636608), (as Owner of Lot 2); 636608 B.C. LTD., (Inc. No. 636608)", (as Owner of Parcel A); 6 ·;, ~: :; .J :. :0

(n 570045 B.C. LTD.,(Inc. No. 570045), (as to Priority); and--C: GOLDWOOD INDUSTRIES LTD., (Inc. No. 98878); (as to Priority).

~ rrf· TRANSFEREE(S): (including postal address(es) and postal code(s))•

;.c CITY OF VANCOtNER, 453 West 12th Avenue, Vancouver, British Columbia VSY 1V4

ffl· ADDITIONAL OR MODIFIED TERMS:*

-a N/A

•

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8. EXECUTION($): .. This instrument creates, assigns modifie~ enlarg~;S, dischar~cs or g9vems the priority of the interest(s) described i}l Item 3 and the Trans(eroi'(s) and every other signatory agree to be bound 'by this mstrumenf,' and aclrnowledge~s) receipt of a true copy of the filed standard charge terms, 1f any.

Officer Signature(s)

) /

~ ~M to botn signamres)

(

RlCHARD C. ROBINSON BARRISTER & SOLICITOR #700 • 686 WEST BROADWAY, VANCOUVER, B .C. VSZ 1 G1

y "' I ~ RICHARD C. ROBINSO

BARRISTER & SOUC/TORN # 700 - 686 WEST VANCOUVER 8 CBRVOSAZDWAY,

· · • 1 G1

V l. AKi~ASH1 BARR! A & SOLICITOR

SUITE 415- SOUTH TOWER 5811 COONEY ROAD

RICHMOND, B.C. V6X3M1

OFFICER CERTIFICATION:

Execution Date

y M D

03 0':) ?-'/

03 O)l 2f"

03 tO 1.5

Transferor/Borrower/Party Signatures

636608 B.C. LTD. (as Lot 2 Owner), by its authorized signatories:

Print Name: ~ l<ft-A.NNA

Print Name:

636608 B.C. LTD. (as Parcel A Owner), by its authorized signatories:

PrintName:e;Ai.PEV KHA ~

Print Name:

570045 B.C. LTD. (as to Priority), by its authorized signatories:

Print Narn!l . L ~

Print Name: J)A.VtD UPP41-

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits 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.

2013-04-03 16:05

• If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E. u If space insufficient, continue executions on additional page(s) in Form D.

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CRAIG BARKER

LAND TITLE ACT FORMO

EXECUTIONS CONTINUED

Officer Signature(s)

DA . . TAKAHASHI BARRISTER & SOLICITOR

SUITE 415 ·SOUTH TOWER 5811 COONEY ROAD

RICHMOND, B.C. V6X3M1

JE~ER~ Barrister and Solicitor 453 West 12th Avenue Vancouver, B.C. VSY 1V4


RCVD: 2003-12-04 15:07

Execution Date

y M D

03 \o ·'?'!:>

03 I \ ()~

NW BV509995 R

Transferor/Borrower/Party Signatures

GOLDWOOD INDUSTRIES LTD. (as to Priority), by its authorized 'ignatorie~

PrintN~:

,7/:ltf/11" s: 14 f?j?/})-. . Print Name:

CITY OF VANCOUVER by its authorized signatory:

3

:br-~.b:iiif ~

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits 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

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CRAIG BARKER

UND TITLE ACT FORME

SCHEDULE

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4

Enter the Required Information in the Same Order ns the Information Must Appear on the Freehold Transfer Form, Mortgage Form or General

Instrument - Part I.

3. NATURE OF INTEREST: • DESCRIPTION

q{ Section 219 Covenant over Parcel A, District Lot 264A Group 1 New

- Westminster District Plan BCP921

/Priority Agreement granting above ., Section 219 Covenant priority over

Mortgage BR307119 a(? . t '· Priority Agreement granting above

Section 219 Covenant priority over ~ Mortgage BT440654 and Assignment ; ofRents BT440655 .......

Section 219 Covenant over Lot 2 q ··1 Block 116 District Lot 301

"' Plan ·1 0979

00

Priority Agreement granting above Sec~ion 219 Covenant priority over Mortgage BR307119

Priority Agreement granting above Sectiqn 219 Covenant priority over Mortgage BT440654 and Assignment

< of Rents BT440655

Statutory Right of Way over Parcel A Distric~ Lot 264A Group 1 New Westminster District Plan BCP92l

Priority Agreement granting above Statutory Right of Way priority over Mortgage BR307119

Priority Agreement granting above I Statutory Right of Way priority over 1 Mortgage BT440654 and Assignment \ of Rents BT440655

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DOCUMENT REFERENCE (page nnd paragraph)

Pages 6 to 9 Section 1

Page 16

Page 17

Pages 10 and 11 Section 2

Page 16

Page 17

Page 12 Section 3

Page 16

Page 17

PERSON ENTITLED TO INTEREST

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

636608 B.C. LTD. Off-site Parking Agreement 395 Klngsway/2714 Prince Edward

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TERMS OF INSTRUMENT-PART 2

THIS AGREEMENT made as of the~ day of NCV61--1e.e-fl-, 2003,

BETWEEN:

AND:

AND:

636608 B.C. LTD. (Incorporation No. 636608), a company incorporated pursuant to the laws of the Province of British Columbia and having its registered and records office at 700 - 686 West Broadway, Vancouver, B.C. V5Z 1Gl

(the "Development Lands Owner")

~c -6366os LTD. (Incorporation No. 636608), a company incorporated pursuant to the laws of the Province of British Columbia and having its registered and records office at 700- 686 West Broadway, Vancouver, B.C. V5Z lGl

(the "Parking Lands Owner")

CITY OF VANCOUVER, a municipal corporation incorporated pursuant to the laws of the Province of British Columbia, with offices at 453 West 12th Avenue, Vancouver British Columbia V5Y IV4

(the "City")

WHEREAS:

5

A. The Development Lands Owner is the registered owner of those lands and premises located in the City of Vancouver, Province of British Columbia, particularly known and described as:

Parcel Identifier: 008-628-360 Lot2 Block 116 District Lot 301 Plan 10979

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(the "Development Lands");

B. The Parking Lands Owner is the registered owner of those lands and premises located in the City ofVancouver, Province ofBritish Columbia, particularly known and described as:

Parcel Identifier: 025-485-156 Parcel A District Lot 264A Group 1 New Westminster District Plan BCP921

(the "Parkillg Lands");

C. The Development Lands Owner has applied to the City for Development Permit No. DE406788 (the ''Development Permit") to redevelop the Development Lands (the ''Development");

D. The Development Lands Owner cannot provide ejghty-six (86) of the required parking spaces for the Development on the Development Lands and has requested that the City agree to permit eighty-six (8Q) off-site parking spaces to be maintained on the Parking Lands for the benefit of the Users (hereinafter defined); and

E. In order to secure the parking to be provided on the Parking Lands, the Development Lands Owner and the Parking Lands Owner have agreed to execute and deliver this agreement in favour of the City, which agreement shall be registered against title to the Development Lands and the Parking Lands,

NOW THEREFORE this Agreement witnesses that in consideration of the matters referred to in the foregoing recitals, the covenants and mutual agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby aclmowledged and agreed to by the parties), the parties, for themselves and their successors and assigns, hereby covenant and agree as follows:

ARTICLE 1 THE P ARK1NG LANDS

Pursuant to section 219 of the Land Title Act, R.S.B.C. 1996, c. 250, and amendments thereto and re-enactments thereof (the "Land Title Act"), the Parking Lands Owner agrees with the City, as a covenant running with and binding the Parking Lands, that:

1.1 Construction and Operation of the Parking Spaces

The Parking Lands Owner shall, at its own expense, prior to the use or occupation of the Development, design, construct, inspect, finish and fit and thereafter inspect, maintain and repair on the Parking Lands to the satisfaction of the City's City Engineer (the "City Engineer") and the City's Director ofPlanning (collectively the "Authority'~ not less than eighty-six (86) motor vehicle parking spaces (the "Parking Spaces") for the exclusive benefit and use of the Development Lands

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Owner and its officers, officials, employees, agents, tenants, licensees, customers and invitees of the Development Lands (the "Users").

1.2 The Parking Lands Owner shall, during the currency of this Agreement, maintain the Parking Spaces in a tidy and safe condition and repair.

1.3 The Parking Spaces shall be in the required proportion of full-size, handicap and small parking spaces and of the length, width, vertical clearance and other standards, all as required by the City of Vancouver's Parking By-law applicable on the date of this Agreement (the "Parking By-law") and acceptable to the Authority.

1.4 The Parking Spaces shall be laid out on the Parking Lands as shown on the plans referred to in and incorporated as part of the development permit(s) applicable to the Parking Spaces.

1.5 Adequate access to and from the Parking Spaces and adequate maneuvering space adjacent to the Parking Spaces shall be provided by means of unobstructed entrances, exits and maneuvering aisles as required by the development pennit and building permit applicable to the Parking Spaces.

1.6 The Parking Lands Owner shall place and maintain at all times, signs on the Parking Lands indicating that the Parking Spaces are reserved for the exclusive benefit of the Users.

1. 7 Redevelopment of the Parldng Lands

If the Parking Lands Owner wishes to redevelop the Parking Lands in whole or in part, such that the parking and access rights contemplated by sections 1.1 through 1.5 and Article 3 herein shall not be available, the Parking Lands Owner shall give notice of the proposed redevelopment to the Authority describing in detail (including plans) a proposed alternative means of providing those parking and access rights. The Authority in its absolute unreviewable discretion may:

(a) approve the alternative as proposed;

(b) approve the alternative with such changes as he considers desirable; or

(c) reject the alternative altogether.

If the Parking Lands Owner proceeds with the redevelopment, the Parking Lands Owner shall comply with the decision of the Authority and shall construct or otherwise provide the alternative parking and access rights as directed by the Authority under this section. If the Authority rejects the alternative altogether, the Parking Lands Owner shall not re-develop the Parking Lands so as to impair or deny the parking and access rights contemplated by sections 1.1 through 1.5 and Article 3 herein. The tenns of this Agreement shall apply to any approved alternative parking and access rights on the Parking Lands with the changes in interpretation necessary to make them applicable. This section does not affect any obligation of the Parking Lands Owner to comply with the City's Zoning and Development By-law and the City's Parking By-law.

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1.8 Subdivision or Consolidation of the Parking Lands

If the Parking Lands are subdivided or consolidated with adjacent lands, the Authority shall determine in its absolute and unreviewable discretion as the case may be:

(a) which subdivided portions of the Parking Lands are subject to the permissions, obligations, conditions and restrictions established by the Development Pennit or Development Permit No. DE406790 and this Agreement, including those concerning off-site parking; and

(b) which portion of the consolidated site is subject to the permissions, obligations, conditions and restrictions established by the Development Permit or Development Permit No. DE406790 and this Agreement including those concerning off-site parking.

1.9 Release

The Parking Lands Owner shall not make any claims against the City or its elected officials, officers, employees or agents or the Approving Officer (collectively the "City Personnel"):

(a) respecting any loss of the parking and access rights contemplated by sections 1.1 through 1.5 and Article 3 herein, regardless of the cause of that loss;

(b) respecting any loss of the use of any portion of the Parking Lands resulting from the requirement or obligation to make the Parking Spaces avai lable for the exclusive use of the Users or any economic or consequential loss related thereto, including without limitation any limitations or restrictions on the development of the Parking Lands now or at any time hereafter;

(c) based on any decision made by the Authority pursuant to sections 1.7 or 1.8 herein; or

(d) based on this Agreement.

1.10 Indemnity

The Parking Lands Owner agrees to indemnify the City and all City Personnel and save them harmless from all manner of actions, causes of action, claims, demands, suits, losses, damages, expenses, judgments and costs (including legal fees and disbursements on an indemnity basis) arising out of or in any way related to or that would not or could not be sustained "but for" any of the following:

(a) any personal injury, property damage or death suffered by the Users and occurring in or on the Parking Lands;

(b) any release of this Agreement or any portion thereof or any loss of any rights purported to be granted hereby;

(c) any decision made by the Authority pursuant to sections 1.7 or 1.8 herein;

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(d) any use of the Parking Spaces or use or occupation of the Parking Lands by the Users as contemplated herein; and

(e) this Agreement.

1.11 Subdivision of the Parking Lands by Way of Strata Plan

If the Parking Lands Owner wishes to subdivide the Parking Lands by way of strata plan, it shall obtain all necessary approvals thereto (including, if applicable, approval for conversion into strata lots of a previously occupied building) and shall do so only on the condition that the Parking Spaces, and all related aisles, driveways and ramps providing access and egress between the Parking Spaces and the adjacent public streets and lanes, shall not become one or more strata lots or part of a strata lot, but shall form part of the common property of the Strata Plan. Upon subdivision of the Parking Lands by the Strata Plan:

(a) this Section 219 Covenant shall charge each strata lot and shall be noted on the common property sheet of the strata corporation and the statutory right ofway granted pursuant to Article 3 shall be noted on the common property sheet of the strata corporation;

(b) the strata corporation or strata corporations so created shall perform and observe the Parking Lands Owner's covenants herein at the expense of the strata lot owners;

(c) the liability of each strata lot owner for the performance and observance of the Parking Lands Owner's covenants and obligations herein shall be in proportion to the unit entitlement of his strata lot as established by the Strata Plan;

(d) the strata corporation or strata corporations so created shall administer the Parking Spaces and the strata corporation or strata corpordtions may adopt and enforce reasonable rules and regulations concerning the safe use, maintenance and repair ofthe Parking Spaces provided that such rules and regulations do not interfere with or prevent the reasonable use of the Parking Spaces by the Users.

1.12 Release of Agreement from Subdivided Parcels

Subject to Sections 1.8 and 1.11 herein, in the event of a subdivision of the Parking Lands, other than by way of a strata plan, the City shall, upon receipt of a written request from the Parking Lands Owner surrender and discharge this Agreement by executing a discharge in registrable form, from title to all those parcels into which the Parking Lands have been subdivided except from that portion of the Parking Lands on whichany of the Parking Spaces and any related aisles, driveways and ramps intended to provide access between the Parking Spaces and adjacent public streets and lanes are situate. Any such release or discharge shall be prepared and registered at the Parking Lands Owner's sole cost and expense.

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ARTICLE2 THE DEVELOPMENT LANDS

Pursuant to section 219 of the Land Title Act, the Development Lands Owner agrees with the City, as a covenant running with and binding the Development Lands, that:

2.1

(a)

(b)

Use of the Development Lands

The Development Lands and any and all building(s) on or to be erected on the Development Lands shall be used in accordance with the covenants herein contained.

If the Parking Spaces are not made available for use by the Users in accordance with the terms of this Agreement, the Development Lands Owner shall within a time frame acceptable to the Authority:

(i) at its own expense, design, construct, inspect, finish, fit, maintain and repair the Parking Spaces on the Development Lands to the satisfaction of the Authority; or

(ii) at it own expense, design, construct, inspect, finish, fit, maintain and repair the Parking Spaces, to the satisfaction of the Authority on an alternative site acceptable to the Authority. Access to and tenure over such alternative site shall be secured by way of execution and registration against title to the alternative site and the Development Lands of a legal agreement or agreements in form and substance acceptable to the City's Director of Legal Se!Vices.

In the event the Development Lands Owner fails to comply with subsection 2.l(a) or (b) within the time frame acceptable to the Authority, it shall, immediately upon receipt of a written notice from the City, cease use of that portion of the Development, including without limitation any building or buildings thereon (the "Building") located on the Development Lands, as designated in writing by the Authority, until such Parking Spaces are made available for the use of the Users in accordance with the terms of this Agreement or to the satisfaction of the Authority, PROVIDED THAT the determ.ination by the Authority as to what portion ofthe Development or of any Building shall be subject to the cease use order shall be made by the Authority in its sole discretion. in accordance with the City's by-laws.

2.2 Ftelease

The Development Lands Owner shall not make any claims against the City or any City Personnel:

(a) respecting any personal injury, property damage or death suffered by the Users and occurring in or on the Parking Lands;

(b) respecting any loss of the parking and access rights contemplated by sections 1.1 through 1.5 and Article 3 herein, regardless of the cause of that loss;

(c) based on any decision made by the Authority pursuant to sections 1.7, 1.8 or 2.1 herein;

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(d) based on the requirement to construct and maintain an equivalent number of Parking Spaces on the Development Lands or on an alternative site or the requirement to cease use of the Development or any Building, or portions thereof, on the Development Lands pursuant to section 2.1 herein; or

(e) based on this Agreement.

2.3 Indemnity

The Development Lands Owner agrees to indemnify the City and all City Personnel and save them harmless from all manner of actions, causes of actions, claims, demands, sujts, losses, damages, expenses, judgments and costs (including legal fees and disbursements on an indemnity basis) arising out of or in any way related to or that would not or could not be sustained "but for" any of the following:

(a) any release of this Agreement or any portion thereof or any loss of any rights purported to be granted hereby;

(b) any decision made by the Authority pursuant to sections 1.7, 1.8 or 2.1 herein;

(c) the requirement to construct and ll_laintain an equivalent number of Parking Spaces on the Development Lands or the requirement to cease use of any buildings or portions thereof on the Development Lands pursuant to section 2.1 herein;

(d) use ofthe Parking Spaces or use or occupation of the Parking Lands by the Users as contemplated herein; and

(e) this Agreement.

2.4 Subdivision of the Development Lands by way of Strata Plan

If the Development Lands are subdivided by way of a Strata Plan:

(a) this Section 219 Covenant shall charge each strata lot and shall be noted on the common property sheet of the strata corporation;

(b) the strata corporation or strata corporations so created shall perform and observe the Development Lands Owner's covenants herein at the expense of the strata lot owners; and

(c) the liability of each strata lot owner for the performance and observance of the Development Lands Owner's covenants and obligations herein shall be in proportion to the unit entitlement of his strata lot as established by the strata plan.

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ART!CLE3 THE PARKING LANPS RIGHT OF WAY

3.1 Pursuant to section 218 ofthe Land Title Act, the Parking Lands Owner grants to the City and its licensees the right, liberty and statutory right of way at all times at their will and pleasure to enter, pass and be on, along and across the Parking Lands to park a minimum of eighty-six (86) motor vehicles thereon in the Parking Spaces, in accordance with sections 1.1 through 1.5 herein. This statutory right of way is necessary for the operation and maintenance of the City's undertakings.

3.2 Subject to the terms and conditions of this Agreement, the City hereby grants a revocable bare license at will to the Users to use and enjoy the benefit of the covenants contained in sections 1.1 through 1.5 herein and the benefits of the statutory right of way granted to the City under section 3.1 herein, all subject to and in accordance with those sections and section 3.3 herein.

3.3 The rights granted in sections 3.1 and 3.2 herein shall be exercised by the Users only with respect to the Parking Spaces and the vehicular and pedestrian entrances thereto and exits therefrom and shall be subject to such reasonable rules and regulations as may from time to time be prescribed by the Parking Lands Owner (including those for the safety and security of the Parking Spaces, the Users and the Parking Lands), and the right to enter, pass, be on and across, and to park automobiles shaH be restricted to those portions designed for such purposes pursuant to this Agreement.

3.4 The City covenants and agrees that it shall grant in registerable form a partial discharge of the statutory right of way in section 3.1 herein subject to the following terms and conditions:

(a) the Parking Lands Owner shall prepare a survey plan of the Parking Spaces constructed pursuant to section 1.1 or section I. 7 herein, as the case may be, and of the aisles, driveways and ramps intended to provide access between the Parking Spaces and adjacent public streets and lanes (the "Survey Area");

(b) the Parking Lands Owner shall then prepare in registerable form a partial discharge of the statutory right of way in section 3.1 herein, which partial discharge shall partially discharge such statutory right of way against all those portions of the Parking Lands not included within the Survey Area;

(c) upon the Parking Lands Owner submitting to the Director ofLegal Services the partial discharge including the said survey plan, and upon the Director of Legal Services and the Authority approving same, the City shall execute the partial discharge in a form suitable for registration in the Land Title Office and deliver same to the Parking Lands Owner on appropriate undertakings; and

(d) at its own expense, the Parking Lands Owner shall register the survey plan and partial discharge of the statutory right of way in section 3.1 herein in the Land Title Office.

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ARIICLE4 GENERAL

NW BV509995 R

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4.1 The covenants and agreements set forth herein on the part of the Development Lands Owner shall be covenants the burden of which shall run with and shall bind the Development Lands and shall attach thereto and run with each and every part into whlch the same may be subdivided or consolidated.

4.2 Subject to sections 1.12 and 3.4 herein, the covenants and agreements set forth herein on the part of the Parking Lands Owner shall be covenants the burden of which shall run with and shall bind the Parking Lands and shall attach thereto and run with each and every part into which the same may be subdivided or consolidated.

4.3 The parties hereto hereby acknowledge, agree and declare the provisions of this Agreement are intended only to benefit the City and, in particular, agree that they are not intended to protect or promote the interests of the Development Lands Owner, the Users or any mortgagee of the Development Lands Owner, or any future owner or occupier of the Development Lands or any other person or corporation whatsoever, and that the City may revoke the revocable bare license at will created under section 3.2 herein or execute a release of any part of this Agreement at any time without liability to anyone for doing so.

4.4 The parties hereto hereby acknowledge, agree and declare the provisions of this Agreement are intended only to benefit the City and, in particular, agree that they are not intended to protect or promote the interests of the Parking Lands Owner or any mortgagee of the Parking Lands Owner, or any future owner or occupier of the Parking Lands or any other person or corporation whatsoever, and that the City may revoke the revocable bare license at will created under section 3.2 herein or execute a release of any part of this Agreement at any time without liability to anyone for doing so.

4.5 Subject to sections 4.16 and 4.17 herein, this Agreement shall enure to the benefit of and be binding upon the City and its successors and assigns and this Agreement shall enure to the benefit of and be binding upon the Development Lands Owner, the Parking Lands Owner and their respective heirs, executors, administrators, successors and assigns.

4.6 The Development Lands Owner and the Parking Lands Owner agree that damages shall be an inadequate remedy for the City for any breach by the Development Lands Owner or the Parking Lands Owner of their respective obligations under this Agreement and that the City is entitled to an order for specific performance or a prohibitory or mandatory injunction in order to compel performance of the obligations of the Development Lands Owner and the Parking Lands Owner.

4. 7 If any term of this Agreement is held to be invalid, illegal or unenforceable by a court having the jurisdiction to do so, that term is to be considered to have been severed from the rest of thls Agreement and the rest of this Agreement remains in force unaffected by that holding or by the severance of that term.

4.8 No alleged waiver of any breach of tills Agreement is effective unless it is an express waiver in writing of the breach in respect of which it is asserted against the party alleged to have

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Page 13 of 17


14

given the waiver. No such waiver of any breach of this Agreement operates as a waiver of any other breach of this Agreement.

4.9 This is the entire agreement between the parties concerrung the subject matter of this Agreement and, subject to sections 4.3 and 4.4 herein, it may only be amended by a document executed by the City, the Development Lands Owner and the Parking Lands Owner.

4.10 Whenever the singular or masculine is used herein, the same shall be construed as meaning the plural, feminine or body corporate or politic, where the context or the parties require, and vice versa.

4.11 Nothing contained or implied herein shall prejudice or affect the City's rights and powers in the exercise of its functions pursuant to the Vancouver Charter, S.RC. 1953, c. 55, as amended, and the rights and powers of the City under all of its public and private statutes, by-laws and regulations, all of which may be as fully and effectively exercised in relationship to the Development Lands and the Parking Lands as if this Agreement had not been executed and delivered by the City, the Development Lands Owner and the Parking Lands Owner.

4.12 In any action concerning this covenant, the City shall be entitled to court costs on a solicitor-client basis.

4.13 The Development Lands Owner and the Parking Lands Owner shall, after execution hereof, do or cause to be done, at their own cost and expense, all things and acts necessary to ensure that this Agreement is registered against title to the Development Lands and the Parking Lands with priority over all other encumbrances except encumbrances in favour of the City.

4.14 The Users, as licensees of the City under section 3.2 herein, may, with the City's City Manager's written permission, exercise the rights granted in Article 3 herein by court proceedings in the name of the City, provided however, no action shall be taken unless and until the aggrieved party has paid to the City an amount which the Director of Legal Services deems adequate to pay any award of court costs which may be payable by the City.

4.15 The Development Lands Owner acknowledges that the Development Lands Owner has been advised by the City to better secure the parking rights to the Parking Spaces hereinbefore granted, by taking in favour of the Development Lands an easement over the Parking Lands and registering same in the Land Title Office.

4.16 This Agreement shall only be personally binding on the person or persons comprising the Development Lands Owner in respect of matters arising within the period during which such person or persons respectively have any right, title or interest in the Development Lands or any part thereof.

4.17 This Agreement shall only be personally binding on the person or persons comprising the Parking Lands Owner in respect of matters arising within the period during which such person or persons respectively have any right, title or interest in the Parking Lands or any part thereof.

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•·

15

4.18 If the Land Title Office rejects the registration of this Agreement or any interest purported to be granted hereby, then the parties hereto shall re-execute and re-register same in a form and style acceptable to the Land Title Office.

IN WI1NESS WHEREOF the Parties have executed this Agreement as of the day and year first above written on Forms C and D which are a part hereof.

#57374v3 September 22,2003

636608 B.C. LTD. Off-site Parking Agreement 395 Kingsway/2714 Prince Edward

2013-04-03 16:05 Page 15 of 17

CRAIG BARKER RCVD : 2003-12-04 15:07 NW BV509995 R

PRIORITY AGREEMENT

MEMORANDUM AS TO ENCUMBRANCES, LIENS and INTERESTS

570045 B.C. LTD. (the "Chargeholder") Holder of MORTGAGE BR307119 (the "Charge") charging

16

the Development Lands and the Parking Lands (as defined in the Terms of Instrument- Part 2)

For One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed to by the Chargeholder, the Chargeholder, being the holder of the Charge, hereby consents to the granting of the Section 219 Covenant and Statutory Right of Way with respect to the Parking Lands and the Section 219 Covenant with respect to the Development Lands (collectively the "Encumbrances") which are contained in the attached agreement, and consents and agrees that the Encumbrances shall be binding upon the Chargeholder's interest in or charge upon the Development Lands and the Parking Lands and shall be encumbrances upon the Development Lands and the Parking Lands in priority to the Charge in the same manner and to the same effect as if the Encumbrances had been granted and registered against title to the Development Lands and the Parking Lands prior to the dating, execution and registration of the Charge and the advance of any monies thereunder.

IN WITNESS WHEREOF the Chargeholder has executed this priority agreement by causing its proper officers to sign the General Instrument- Part 1 attached hereto.

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CRAIG BARKER RCVD : 2003-12-0415:07 NW BV509995 R

PRIORITY AGREEMENT

MEMORANDUM AS TO ENCUMBRANCES, LIENS and INTERESTS

GOLDWOOD INDUSTRIES LTD. (the "Chargeholder")

17

Holder of MORTGAGE BT440654 and ASSIGNMENT OF RENTS BT440655 (the "Charges") charging

the Development Lands and the Parking Lands (as defined in the Terms of Instrument- Part 2)

For One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed to by the Chargeholder, the Chargeholder, being the holder of the Charges, hereby consents to the granting of the Section 219 Covenant and Statutory Right of Way with respect to the Parking Lands and the Section 219 Covenant with respect to the Development Lands (collectively the "Encumbrances") which are contained in the attached agreement, and consents and agrees that the Encumbrances shall be binding upon the Chargeholder's interest in or charge upon the Development Lands and the Parking Lands and shall be encumbrances upon the Development Lands and the Parking Lands in priority to the Charges in the same manner and to the same effect as if the Encumbrances had been granted and registered against title to the Development Lands and the Parking Lands prior to the dating, execution and registration of the Charges and the advance of any momes thereunder.

IN WITNESS WHEREOF the Chargeholder has executed this priority agreement by causing its proper officers to sign the General Instrument - Part 1 attached hereto.

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END OF DOCUMENT

636608 B.C. LTD. Off-site Parking Agreement 395 Klngsway/2714 Prlnce Edward

Page 17 of 17

CRAIG BARKER RCVD: 2004-12-07 09:13 NW BW552629 R

\ .

LAND TITLE ACT FORMB (Section 225(1))

Province of British Columbia MORTGAGE -PART 1

1. APPLICATION:

-1 DEC 7001• 09 13

ROBERT THOMAS GROVES Davis & Company, Barristers & Solicitors 2800 Park Place, 666 Burrard Street Vancouver. BC V6C 2Z7 Telephone: (604) 687-9444 File: 50851-00062 L TO CLIENT NO.: 10371

BU552529

Page 1 of 3 Pages

f ~~T~iP.Ifl~'l.ws l~~ .

'SlQf1atUreOfSOJcitor - Authorized Agent

2. PARCEU IDENTIFIER AND LEGAL DESCRIPTION OF THE MORTGAGED LAND:• (PID) (LEGAL DESCRIPTION) \ I 008-628-360 Lot 2 Block 116 DL 301 Plan 10979 f2- 025-485-156 Parcel A DL 264A Gp 1 NWD Plan BCP921

3. BORROWER($) [MORTGAGOR(S)]: (including postal address(es) and postal code(s):• 636608 B.C. L TO. (Inc. No. BC0636608), of #700- 686 West Broadway, Vancouver, BC V5Z 1 G1

4. LENDER(S) (MORTGAGEE(S)]: (including occupation(s), postal address(es) and postal code(s))" COAST CAPITAL SAVINGS CREDIT UNION, Reg. No. Fl146, having a branch office and postal address at 300

- 5611 Cooney Road, Richmond BC V6X 3J5 ·

5. PAYMENT PROVISIONS: b) Interest Rate: (c) Interest y M D (a) Principal Amount: Adjustment

$5,000,000.00 Prime Rate Plus 1.50% Date: N/A

(d) Interest Calculation Period e) Payment Dates: f) First Payment 05 01 01

Monthly 1st day of every month Date:

(g) Amount of each Periodic h) Interest Act (Canada) Statement: The (i) Last Payment: equivalent rate of Interest calculated Payment

05 11 01 half yearly not in advance is Date: All Accrued Interest NIA per annum

G) Assignment of Rent which the (k) Place of payment: (I) Balance applicant wants registered? Due Date: YES NO X Postal Address in Item 4 05 12 01 If YES, page & paragraph number:

201 3-04-03 16:04 Page 1 of 3

CRAIG BARKER RCVD: 2004-12-07 09:13 NW BW552629 R

.. , ~ .. '

MORTGAGE- PART I

6. MORTGAGE contains floating charge on land? YES NO X

8. INTEREST MORTGAGED:

Freehold X

Other

9. MORTGAGE TERMS:

Part 2 of this mortgage consists of: (a) Prescribed Standard Mortgage Terms (b) Filed Standard Mortgage Terms (c) Express Mortgage Terms

7. MORTGAGE secures a current or running account? YES X NO

X D.F. Number: MT020092 (annexed to this mortgage as Part 2)

A Selection of {a} or (b) includes any additional or modified terms referred to in Item 10 or in a schedule annexed to this mortgage.

10. ADDITIONAL OR MODIFIED TERMS: SEE SCHEDULE

11. PRIOR ENCUMBRANCES PERMITTED BY LENDER: SEE SCHEDULE

12. EXECUTION(S):* This mortgage charges the Borrower's interest in the land mortgaged as security for payment of all money due and performance of all obligations in accordance with the mortgage terms referred to in item 9 and the Borrower(s) and every other signatory agree(s) to be bound by, and acknowledge(s) receipt of a true copy of, those terms.

RICHARD C. ROBINSON BARRISTER & SOUCITOR #700- 686 WEST BROADWAY,

1. VANCOUVER, B.C. V5Z 1G1

(as to all signatures) OFFICER CERTIFICATION:

Execution Date

y M D

04 1?-- Ol

Borrower(s) Signature(s)

636608 B.C. LTD. by its authorized signatory(les):

£_H--\. . ~~ M ~~~ Print Name -J:;IMPI~ N.!Jf4R...

Print Name-

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits 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.

2013-04-03 16:04 Page 2 of 3

CRAIG BARKER

LAND TITLE ACT FORME

SCHEDULE

RCVD: 2004-12-07 09:13 NW BW552629 R

Page3

ENTER THE REQUIRED INFORMATION IN THE SAME ORDER AS THE INFORMATION MUST APPEAR ON THE FREEHOLD TRANSFER FORM, MORTGAGE FORM OR GENERAL DOCUMENT FORM.

10. ADDITIONAL OR MODIFIED TERMS:

If the Borrower is not in default under the terms of this Mortgage, the Borrower will have the right at any time and from time to time to prepay the whole or any part of the principal, with accrued and unpaid Interest to and including the date of such prepayment on the amount paid, without compensation or penalty, upon not less than four days prior written notice to the Lender of the amount to be prepaid and the date on which the prepayment Is to be made.

11. PRIOR ENCUMBRANCES PERMITIED BY LENDER:

As to PID 008-628-360:

Easement and Indemnity Agreement 337218M in favour of City of Vancouver; Covenant BV509997 In favour of City of Vancouver (modified by BW82790); Covenant BV51 0002 in favour of City of Vancouver; Statutory Right of Way BV510004 in favour of City of Vancouver; Equitable Charge BV510006 In favour of City of Vancouver; Option to Purchase BV51 0008 in favour of City of Vancouver; Statutory Right of Way BV51 0019 in favour of British Columbia Hydro and Power Authority; Easement BW109278;

As to PID 025-465=156:

Easement and Indemnity Agreement 453474M in favour of City of Vancouver; Covenant BV509995 in favour of City of Vancouver (modified by BW82789); Statutory Right of Way BV509999 (modified by BW82791 ); Covenant BV510010 In favour of City of Vancouver; Statutory Right of Way BV51 0012 in favour of City of Vancouver; Equitable Charge BV51 0014 in favour of City of Vancouver; Option to Purchase BV510016 In favour of City of Vancouver.

END OF DOCUMENT

VAN SOL Libnry:611l70.1

2013-04-03 16:04 Page 3 of 3

CRAIG BARKER RCVD: 2011 -01 -26 15:01 NW 881929644 R

HIS 01 B B 19 2 9 6 41.~ Land Title Act (Section 219.1) Province of British Columbia FORMB MORTGAGE • PART 1

1. APPLICATION: DALE G. LEONG Barrister & Solicitor #200- 6330 Fraser Street Vancouver, BC VSW 3A4 Telephone : (604) 321-3232

.26 JAN 2011 15 01 881929645

Page 1 of 6 pages

West Coast Client# 10350

2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF THE MORTGAGED LAND:

(PI D) (LEGAL DESCRIPTION}

See Schedule

3. BORROWER(S} [MORTGAGOR(S}):

See Schedule

4. LENDER(S) [MORTGAGEE(S)):

sh 1J26Q011 3"01 ·22 PM 2 2 Charge 2 $1-46.80

DALJIT SINGH DHILLON, Businessman, and PRITAM KAUR DHILLON, Businesswoman, both of 824 East 53rd Avenue, Vancouver, BC V5X 1J6; Joint Tenants as to an undivided 2/3 interest; and

GURDEV SINGH KHATKAR, Businessman, and SURJIT KAUR KHATKAR, Businesswoman, 7772 Kinross Street, Vancouver, BC V5S 3K2; Joint Tenants as to an undivided 1/3 interest

5. PAYMENT PROVISIONS: y M D

(a) Principal Amount: (b) Interest Rate: (c) Interest Adjustment

11 1 20 $2,000,000.00 ~ 29' pe~ Bl!ll!lttm I Date:

s e. e. c:; c:..-h e. cl. 1(. ~

(d) Interest Calculation (e) Payment Dates: (f) First Payment Period: Date:

Monthly 11 2 20 20 th day of each month

(g) Amount of each periodic (h) Interest Act (Canada} Statement: (i} Last Payment payment: The equivalent rate of interest Date:

calculated half yearly not in advance is 13 1 20 $20,000.00 1? ;i!Q 1 0f Ol pn QAAt:Jm

Se...e Sc..heolul~.

0} Assignment of Rents (k} Place of Payment: (I} Balance which the applicant wants Due Date: registered?

13 1 20 Postal Address in Item 4

YES _lL_ NO --See Schedule Page 4

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CRAIG BARKER RCVD: 2011-01 -26 15:01 NW 881929644 R

MORTGAGE- PART I PAGE2of6

6. MORTGAGE contains 7. MORTGAGE secures a current floating or running account YES o NO l.iD

charge on land? YES o NO l.iD

8. INTEREST MORTGAGED: Freehold IXl Other (specify) 0

9. MORTGAGE TERMS: Part 2 of this mortgage consists of (select one only): (a) Prescribed Standard Mortgage Terms lXI (b) Filed Standard Mortgage Terms D D.F. Number: (c) Express Mortgage Terms D (annexed to this mortgage as Part 2) A selection of( a) or (b) includes any additional or modified terms referred to in item 10 or in a schedule annexed to this mortgage.

10. ADDITIONAL OR MODIFIED TERMS: * SEE SCHEDULE

11. PRIOR ENCUMBRANCES PERMITTED BY LENDER: * N/A

12. EXECUTION(S}:** This mortgage charges the Borrower's interest in the land mortgaged as security for payment of all money due and performance of all obligations in accordance with the mortgage terms referred to in Item 9 and the Borrower(s) and every other signatory agree(s) to be bound by, and acknowledge(s) receipt of a true copy of, those terms. (f2JJ(s)

RICHARD C. ROBINSON BARRISTER & SOLICITOR

#700- 686 WEST BROADWAY VANCOUVER, B.C. VSl. 181

(as to all signatures)


Execution Date

o( of 7P Borrower(s) Signature(s)

Khanna Holdings Ltd., by its duly authorized signatory

Baldev Khanna

636608 B.C. Ltd. by its duly authorized signatory

Baldev Khanna

Baldev Khanna, Covenantor

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. I996, c. 124. to take affidavits 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 th is instrument.

2013-04-03 16:02 Page 2 of 6

CRAIG BARKER RCVD: 2011-01 -26 15:01 NW BB1929644 R

Page 3 of 6 pages

Land Title Act FORME SCHEDULE

ENTER THE REQUIRED INFORMATION IN THE SAME ORDER AS THE INFORMATION MUST APPEAR ON THE FREEHOLD TRANSFER FORM, MORTGAGE FORM OR GENERAL DOCUMENT FORM.

2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF THE MORTGAGED LAND:

PID

008-628-360

005-470-102

005-470-188

014-527-707

LEGAL DESCRIPTION

LOT 2 BLOCK 116 DISTRICT LOT 301 PLAN 10979

LOT 2 EXCEPT THAT PART NOW KINGWAY SEE REFERENCE PLAN 2407 AND THE SOUTH 10 FEET NOW LANE, OF LOTS 3 TO 5, BLOCK 3, DISTRICT LOT 393 PLAN 1690

LOT 3 EXCEPT THAT PART NOW KINGWAY SEE REFERENCE PLAN 2407 AND THE SOUTH 10 FEET NOW LANE, OF LOTS 3 TO 5, BLOCK 3, DISTRICT LOT 393 PLAN 1690

LOT 1 SECTION 31 TOWNSHIP 2 NEW WESTMINSTER DISTRICT REFERENCE PLAN 80895

3. BORROWER(S) [MORTGAGOR(S)]:

636608 B.C. LTD. (Inc. No. 636608), 700 - 636 West Broadway, Vancouver, BC VSZ 1G1 as to PID: 008-628-360; and

KHANNA MANAGEMENT LTD. (Inc. No. 694951 ), of 700- 636 West Broadway, Vancouver, BC V5Z 1G1 as to PID: 005-470-102, 005-470-188 and 014-527-707

5. PAYMENT PROVISIONS:

(b) Interest Rate: 12.0% per annum, calculated monthly, provided that if the Prime Rate of Vancouver City Savings Credit Union increases to a rate exceeding 3.0% per annum, then the interest rate shall be 12.0% per annum plus the numerical amount that the Prime Rate exceeds 3.0% per annum calculated monthly from time to time. At the date hereof, the Prime Rate is 3.0%. However, at no time shall the applicable rate herein be less than 12.0% per annum calculated monthly.

"Prime Rate" means that rate of Interest per annum designated by Vancouver City Savings Credit Union as its "Prime Lending Rate" from time to time. The certificate of any Manager of Vancouver City Savings Credit Union as to the Prime Rate in effect at any time shall be accepted as conclusive evidence thereof for all purposes of this Mortgage.

(h) Interest Act (Canada) Statement: The equivalent rates of interest calculated half yearly not in advance is provided to you In the following schedule since the current interest rate may be expected to change from time to time. For each mortgage rate (calculated monthly not in advance) set forth, the adjacent column sets forth the equivalent interest rate calculated semi-annually not In advance.

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CRAIG BARKER RCVD: 2011-01 -26 15:01 NW BB 1929644 R

Page 4 of 6 pages

MORTGAGE RATE EQUIVALENT MORTGAGE RATE EQUIVALENT MORTGAGE EQUIVALENT Calculated INTEREST RATE INTEREST RATE RATE INTEREST RATE Monthly Not In Calculated Calculated Calculated Calculated Calculated Advance(%) Half-yearly Not In Monthly Not In Half-yearly Not In Monthly Not In Half-year!~ Not In

Advance i'•l Advance ('tol Advance i%l Advance(%) Advance 0.4)

12.000 12.30403 14.000 14.41474 16.000 16.54291

12.125 12.43544 14.125 14.54724 16.125 16.67650

12.250 12.56692 14.250 14.67961 16.250 16.81016

12.375 12.69646 14.375 14.81244 16.375 16.94369

12.500 12.83006 14.500 14 .94514 16.500 17.07769

12.625 12.96176 14.625 15.07791 16.625 17.21156

12.750 13.09351 14.750 15.21075 16.750 17.34550

12.675 13.22533 14.675 15.34366 16.875 17.47950

13.000 13.35721 15.000 15.47664 17.000 17.61358

13.125 13.48916 15.125 15.60968 17.125 17.74772

13.250 13.62116 15.250 15.74279 17.250 17.66193

13 .375 13.75327 15.375 15.87597 17.375 18.01621

13.500 13.88543 15.500 16.00922 17.500 18.15056

13.625 14.01766 15.625 16.14254 17.625 18.28496

13.750 14.14995 15.750 16.27593 17.750 18.41947

13.875 14.26231 15.875 16.40939 17.875 18.55403

5. (j) ASSIGNMENT OF RENTS which the applicant wants registered? YES_!_ NO

IN consideration of the sum of ONE ($1 .00) DOLLAR and other valuable consideration now paid by the Mortgagee to the Mortgagor (the receipt whereof is hereby acknowledged) the Mortgagor doth hereby give, grant, assign, transfer and set over unto the Mortgagee all leases and/or agreements effecting the lands and premises hereinbefore referred to, whether such leases and/or agreements are verbal, written or otherwise howsoever together with al l the rents payable thereunder and all rights, benefit and advantage to be derived therefrom, to have and to hold the same unto the Mortgagee, its successors and assigns, absolutely.

PROVIDED that nothing herein contained shall be deemed to have the effect of making the Mortgagee responsible for the collection of the said rents or any part thereof or for the performance of any of the covenants, provisions, stipulations, terms or conditions either by the Lessee or by the Lessor and that the Mortgagee shall not by virtue of these presents be deemed to be Mortgagee in possession of the said lands and premises hereinbefore described.

AND PROVIDED FURTHER that the Mortgagee shall be liable to account for only such moneys as may actually come into its hands by virtue of these presents after deduction of all collection charges, inspection fees and other expenses to which the Mortgagee may be put in respect thereof and that such moneys when so received by it, shall be applied on account of the said Mortgage to which these presents are taken as collateral security.

2013-04-03 16:02 Page 4 of 6

CRAIG BARKER RCVD: 2011 -01-26 15:01 NW 881929644 R

Page 5 of 6 pages

IT IS FURTHER UNDERSTOOD AND AGREED that the Mortgagee will not execute its rights covered by these presents until such time as the Mortgagor makes default in any of the terms and provisions of the within Mortgage on the part of the Mortgagor to be performed AND the Mortgagor hereby acknowledges and agrees that the decisions of the Mortgagee as to whether or not there has been any such default shall be final and conclusive and binding in every respect upon the Mortgagor.

IT IS FURTHER UNDERSTOOD AND AGREED that this assignment shall be binding on the Mortgagor, their heirs, executors, administrators and assigns until the whole sum of money, principal, interest, taxes, costs and expenses, under this Mortgage have been fully paid and satisfied; IT BEING UNDERSTOOD AND AGREED between the parties hereto that the giving of these presents is by way of additional and collateral security for the amounts owing under this Mortgage and not in substitution for or satisfaction of same and that the said Mortgage or any other security shall not be merged hereby and in case of default proceedings may be taken under either the said Mortgage or any security collateral thereto, including this assignment, or all or any of them at the option of the Mortgagee; PROVIDED FURTHER that the mortgagor, their heirs, executors, administrators and assigns, will not accept prepayment of rent due or to become due in respect of the said leases and/or agreements, verbal written or otherwise howsoever or any of them, but will accept payment thereof only in the amounts and on the days and on the times and In the manner stipulated in the said leases and/or agreements.

10. ADDITIONAL OR MODIFIED TERMS:

(a) IF THE MORTGAGOR shall sell, agree to sell, convey, grant or mortgage the said land or any part thereof or shall without the prior consent in writing of the Mortgagee permit possession of the same to come into the hands of any person by lease or otherwise the whole of the monies hereby secured remaining unpaid shall, at the option of the Mortgagee, become due and payable.

(b) If required by the Mortgagee, the Mortgagor shall provide the Mortgagee with a series of twelve (12) post dated cheques each in the amount set out in paragraph 5(g) above for consecutive months commencing from the First Payment Date as set out above, upon execution of this mortgage and on each anniversary date of the First Payment Date. If the Mortgagee Is more than one person, the Mortgagor may be required to provide additional cheques to divide the periodic payments in proportion to the interest of each Mortgagee.

(c) If the Mortgagor shall not make the mortgage payments on the due date or if payments shall be returned for any reason whatsoever then the Mortgagee shall charge the Mortgagor the sum of $100.00 for each late payment or each payment that is returned for any reason whatsoever, and the said sum of $100.00 shall be added to the balance owing under this Mortgage and shall bear interest at the rate aforesaid. It is understood and agreed that the $100.00 charge represents a predetermined agreed upon fee for administration services and expenses incurred by the Mortgagee on account of the failure of the Mortgagor to repay a mortgage payment or other payment agreed to be made pursuant to the terms of this Mortgage. The fee represents the time and effort spent by the employees or agents of the Mortgagee in retrieving an NSF cheque, replacing same, payment of bank charges occasioned by the non-payment, confirmation and/or replacement of fire insurance coverage, tax search and driveby property assessment and is not a penalty levied by the Mortgagee against the Mortgagor. In addition, should the Mortgagee deem it necessary to forward a letter of demand for payment to the Mortgagor, the Mortgagor shall pay to the Mortgagee the additional sum of $200.00 for each such demand letter. Both of the aforementioned sums shall immediately form part of the principal and be secured by the Mortgage.

2013-04-03 16:02 Page 5 of 6

CRAIG BARKER RCVD: 2011 -01-26 15:01 NW 881929644 R

Page 6 of 6 pages

(d) The Mortgagor shall not have the privilege of prepaying during the first 12 months of the term and thereafter, when not in default hereunder, the Mortgagor shall have the privilege of prepaying without notice the whole or any part of the principal money hereby secured together with an amount by way of bonus equal to interest for three (3) months on the principal amount so paid. Where any such additional payment is made, the payment dates of all remaining monthly instalments and of the aforesaid balance, if any, of the said principal money and interest thereon shall thereupon be accelerated so that the Mortgagor shall pay the regular monthly instalment provided for in each and every month, commencing with the month immediately following the month in which the additional principal is repaid and continuing until the monies secured by this mortgage shall have been fully paid .

(e) The Mortgagor shall have concluded arrangements to either repay or renew this Mortgage loan thirty (30) days prior to the Balance Due Date as established herein. If the Mortgagor does not make such arrangements within the time limited therefor, the Mortgagee shall be entitled to an administration fee of $200.00.

(f) All payments received by the Mortgagee after 1 :00 o'clock in the afternoon shall be credited as having been received on the next business day.

(g) The Mortgagee shall be entitled to and the Mortgagor agrees to pay, whenever this mortgage is paid in full and released from the land, a Discharge fee of $75.00.

(h) In the event the Mortgagee is obliged to incur legal expenses to enforce the Mortgage or is successful in recovering costs against the Respondents in any Court proceedings, the Mortgagor shall. in addition to payment of such costs and legal fees, pay any federal or provincial taxes which would be payable as if such costs were rendered by a solicitor to his client.

(i) All words that are defined in the set of standard mortgage terms referred to in item 9 of the attached Mortgage - Part 1 (Land Title Act Form B) shall have the same meaning when used in this schedule .

(j) Until such time as all monies secured by this Mortgage are paid in full to the Mortgagee, the Mortgagor covenants not to accept further advances or re-advances secured by any mortgage having priority to this Mortgage and, in particular, will ensure that the balances owing under the following prior mortgages will not exceed the limits as set out below:

Mortgagee Mortgage No. PIO Balance Limit

Coast Capital Savings Credit Union BW552629 008-628-360 $4,340,000 .00

Basha Sales Co. ltd. BB411339 005-4 70-102 $1 ,150,000.00 Leibel Sa les Co. Ltd. Newport Sales Co. Ltd.

Bank of Montreal CA968656 014-527-707 51 ,890,000.00

(k) Whereas the Mortgagor has entered into an agreement with Concord Uptown Limited Partnership whereby it is to become the registered owner of 97 strata parking stalls {the "Parking Stalls") located on lands and premises described or formerly described by Parcel Identifier Number: 025-485-156; the Mortgagor hereby agrees that within a period of 30 days of becoming the registered owner of the Parking Stalls, the Mortgagor will add the Parking Stalls as additional security in favour of the Mortgagee and will execute such documents and take such other steps as may be reasonably required by the Mortgagee, including executing a registerable mortgage, mortgage modification or extension agreement, to effectively grant the Mortgagee a f irst mortgage against the Parking Stalls.

END OF DOCUMENT

201 3-04-03 16:02 Page 6 of 6

/ ,

~ ·n~ ' ..,. SV5I0002

LAND TITLE ACT FORMC (Section 233) Province of British Columbia

-~ DEC 2003 IS 01 BV510009

GENERAL INSTRUMENT- PART 1 (This area for Land Title Office Use) Page 1 of 20 pages 1. APPLICATION:(Name, address, phone number and signature of applicant, applicant's solicitor or agent) Beck, Robinson & Company, Barristers &Solicitors 700-686 W. Broadway, Vancouver, B.C. VSZ lGl Tel: 604- 874-0204 Client No. 10434 File No. 28014/636608 BC Ltd.

~ · ·r: t..~f'r v Signature of Agent Ninnie Lee

2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:' (PI D) (LEGAL DESCRIPTION)

008-628-360 Lot 2 Block 116 District Lot 301 Plan 10979

3. NATURE OF INTEREST:* DESCRIPTION

SEE SCHEDULE

DO(CUMENT REFERENCE page and paragraph)

PERSON ENTITLED TO INTEREST

4. TERMS: Part 2 of this instrument consists of (select one only) 88 03/12/04 15:06:37 Olllf (a) Filed Standard Charge Terms [ ] D.F. No. CHARGE (b) Express Charge Terms [xx] Annexed as Part 2 (c) Release [ ] 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 discharge as a charge on the land described in Item 2.

5. TRANSFEROR(S)/CHARGEHOLDER(S):'

636608 B.C. LTD. (Incorporation No. 636608_V G '>'67 7'8 570045 B.C. LTD. (Incorporation No. 570045) (as to Priority) GOLOWOOD INDUSTRIES LTD. (Incorporation No. 98878) (as to Priority)

6. TRANSFEREE(S):• (including postal address( as) and postal code(s))*

CITY OF VANCOUVER, 453 West 12th Avenue, Vancouver, B.C., VSY 1V4

7. ADDITIONAL OR MODIFIED TERMS:'

N/A

~ Sll40.00

1159874Y3 January 29. 2003

OPTION TO PURCHASE PORTION OF 395 KINGSWAY

201 3-04-03 15:58 Page 1 of 20

-·

2

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 other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any.

Officer Signature {

~ ~ (As to both signatures)

RICHARD C. ROBINSON BARRISTER & SOLICITOR # 700 • 686 WEST BROADWAY, '

~ VANCOUVER, B.C. VSZ 1 G1 w

1) (As to both signal~ _.- ·

DA\IfiU.<TAKAHASHI BARRISTER & SOLICITOR

SUITE 415 ·SOUTH TOWER 5811 COONE:Y ROAD

RICHMOND. B.C. V6X3M1

\'! . I

DAVID L. TAKAHAS11r BAJIRISTER & SOLICITOR

SUITE 415 · SOUTH TOWEf. 5811 COONEY ROAD

RICHMOND. B.C. V6X3M1

Execution Date

y M

03 OS

03 t\ '")

03 4 L-·

D Party(ies} Signature(s)

636608 B.C. LTD., by its authorized signatories:

Signature and Name: 'PAL-DG-..J K"'-A~ ~f\

Signature and Name:

570045 B.C. L TO., by its authorized signatories:

JS)~ Signa~ and Name: \

· . d{tG~ Uy~

Signature and Name:

GOLDWOOD INDUSTRIES LTD., by its authorized signatories:

iJA--«~ sign :fnd~tr ·\

d<- I_ r-~ Signature and Name:

OFFICER CERTIFICATION: Your signature constitutes a represenlalion that you are a solicilor, notary public or other person authorized by the Evidence Act. A.S.B.C. 1979, c.116, to take affidavits 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.

• II space Insufficient, enter "SEE SCHEDULE" and altach schedule in Form E. •• If space Insufficient, continue executions on additional page(s) in Form D.

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201 3-04-03 15:58 Page 2 of 20

Land Title Act Form D

EXECUTIONS CONTINUED Officer Signature(s) Execution Date

y M D

03 ?J1 o{

Transferor/Borrower/Party Signature(s)

CITY OF VANCOUVER, by its authorized signatory:

Page3

~·- ~ GRAHAM . J(;Nse:N

OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c.124, to take affidavits 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. • If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E . .. If space insufficient, continue executions on additional page(s) in Form D.

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Page 3 of 20

Land Title Act FormE

SCHEDULE Page 4 Enter The Required Information in the same order as the information must appear on the Freehold Transfer Form, Mortgage Form or General Document Form

3. NATURE OF INTEREST:*

DESCRIPTION

Section 219 Covenant

·'Priority Agreement granting above Section 219 Covenant priority over Mortgage BT440654

. Priority Agreement granting above Section 219 , Covenant priority over Assignment of Rents

BT440655

Priority Agreement granting above Section 219 ··Covenant priority over Mortgage BR307119

( l1 Section 218 Statutory Right of Way

/ Priority Agreement granting above Section ~18 Statutory Right of Way priority over Mortgage BT440654

Priority Agreement granting above Section 218 Statutory Right of Way priority over Assignment of . Rents BT 440655

1 Priority Agreement granting above Section 218 Statutory Right of Way priority over Mortgage BR307119

C > Equitable Charge

.•

Priority Agreement granting above Equitable Charge priority over Mortgage BT 440654

Priority Agreement granting above Equitable Charge priority over Assignment of Rents BT 440655

1159674113 January 29, 2003

2013-04-03 15:58

DOCUMENT REFERENCE PERSON ENTITLED TO

Section 4.1 , Pages 13 and 14

Page 18

Page 18

Page 19

Section 6.1 , Page 15

Page 18

Page 18

Page 18

Section 6.2, Page 15

Page 18

Page 18

INTEREST

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

Transferee

OPTION TO PURCHASE PORTION OF 395 KlNGSWAY

Page 4 of 20

Land Title Act FormE

SCHEDULE PageS Enter The Required Information in the same order as the information must appear on the Freehold Transfer Form, Mortgage Form or General Document Form

o'-6

:·.£{ v,

DESCRIPTION

\Priority Agreement granting above Equitable Charge ,· priority over Mortgage BR307119 .......

Option to Purchase over area shown in Plan BCP Btoro

Priority Agreement granting above Option to Purchase priority over Mortgage BT440654

Priority Agreement granting above Option to Purchase priority over Assignment of Rents BT440655

Priority Agreement granting above Option to Purchase priority over Mortgage BR307119

#59674\13 January 29, 2003

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DOCUMENT REFERENCE PERSON ENnTLED TO INTEREST

Page 19

Article 2, Page 9

Page 18

Page 18

Page 19

Transferee

Transferee

Transferee

Transferee

Transferee


Page 5 of 20

WHEREAS:

OPTION TO PURCHASE 395 KINGSWAY

TERMS OF INSTRUMENT- PART 2

6

A. It is understood and agreed that this instrument will be read as follows:

(a) the Transferor, 636608 B.C. Ltd., is called the "Owner''; and

(b) the Transferee, City of Vancouver, is called the "City'' when referring to the corporate entity and "City of Vancouver" when referring to geographical location;

B. The Owner is the owner of the Lands (hereinafter defined);

C. The Owner has applied for a development permit under Development Application DE406788 (the "Development Permit") ;

D. As a condition of the Development Permit the Owner has agreed to grant the City an Option to Purchase all that portion of the Lands (the "Optioned Lands"), the same as shown heavy outlined on the Plan attached hereto as Schedule "A" prepared by Robert G. Flynn, B.C.L.S., dated the 17th day of November, 2003 and marginally numbered File: 02-627.RF1, and in connection therewith has agreed to grant a Section 219 Covenant, statutory right of way and an equitable charge in favour of the City.

NOW THEREFORE in consideration of the matters referred to in the foregoing recitals, the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is acknowledged and agreed to by the parties, the Owner and the City covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1 .1 Definitions.

The terms defined in this Section 1.1 for all purposes of this Agreement, unless otherwise specifically provided herein, will have the meaning hereinafter specified. The defined terms are:

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(a) "City Engineer'' means the chief administrator from time to time of the Engineering Services Department of the City of Vancouver and his successors in function and respective nominees;

(b) "Completion Date" means the 120th day after the Notice Date or the first day thereafter that the L TO is open for business to the public;

(c) "Contaminants" mean any deleterious, dangerous, hazardous, corrosive, or toxic substances, pollutants, goods, or waste the manufacture, storage, handling, treatment, generation, use, or transport, or release, disposal or discharge into the Environment, of which any Environmental Laws control, regulate, license, or prohibit or which are or may be deleterious, dangerous, or hazardous to human, animal or plant health or life or the Environment;

(d) "day'' means a calendar day;

(e) "Director of Legal Services" means the chief administrator from time to time of the Legal Services Department of the City of Vancouver and her successors in function and respective nominees;

(f) "Environmental Laws" mean all laws, statutes, regulations, rules, bylaws, orders, directives, standards, guidelines, and other lawful requirements of any government body that apply to the Optioned Lands;

(g) "GST" means the goods and services tax under the Excise Ta.x Act (Canada);

(h) "Lands" means that parcel of land situate in the City of Vancouver, Province of British Columbia, described in Item 2 of the General Instrument Part 1;

(i) "LTO" means the land title office for the jurisdiction in which the Lands are situate;

U) "Notice" means the written notice which the City delivers to the Owner pursuant to Section 2.2, exercising the Option;

{k) "Notice Date" means that day upon which the Owner is deemed, pursuant to Section 4.1 , to have received the Notice;

(I) "Option" means the option to purchase the Optioned Lands granted to the City under Section 2.1;

(m) "Optioned Lands" has the meaning ascribed to it in Clause D of this Agreement;

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(n) "Permitted Encumbrances" means exceptions and reservations contained in the original Crown grant and any statutory right of way or other encumbrance in favour of the City;

(o) "Person" means any association, society, corporation, individual, joint stock company, joint venture, partnership, trust, or unincorporated organization;

(p) "Purchase Price" means ONE DOLLAR ($1.00);

(q) "Structure" means those structures, buildings and improvements, all forming a portion of the Biltmore Hotel existing on the Optioned Lands as of the date of this Agreement;

(r) "Term" means 79 years from the date of registration of this Agreement in the L TO;

(s} "Transaction" means the transfer of the fee simple interest in the Optioned Lands from the Owner to the City, pursuant to the Option and as contemplated by Article 3; and

(t) "Transfer'' means a freehold transfer in statutorily prescribed form and otherwise in form and substance satisfactory to the City by which the Owner transfers the Optioned Lands to the City.

1.2 !in:l§. Time will be of the essence of this Agreement. If either party expressly or impliedly waives this requirement, that party may reinstate it by delivering notice to the other party. If a time is specified in this Agreement for observing or performing any obligation, such time will be then local Vancouver, British Columbia time.

1.3 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of British Columbia.

1.4 Validity of Provisions. It a Court of competent jurisdiction finds that any provision contained in this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement which will be construed as if such invalid, illegal, or unenforceable provision had never been contained therein and such other provisions will be enforceable to the fullest extent permitted at law or at equity.

1.5 Waiver. No consent or waiver, expressed or implied, by a party of any default by the other party in observing or performing its obligations under this Agreement will be effective unless given in writing, or be deemed or construed to be a consent or waiver of any other default. Failure on the part of either party to complain of any act or failure to act by the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement or at law or at equity.

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Page 8 of 20

9

1.6 Remedies. Each party to this Agreement, in addition to its rights under this Agreement or at law, will be entitled to all equitable remedies including specific performance, injunction and/or declaratory relief, to enforce its rights under this Agreement. No reference to nor exercise of any specific right or remedy under this Agreement or at law or at equity by either party will prejudice, limit or preclude that party from exercising any other such right or remedy. No such right or remedy will be exclusive or dependent upon any other such right or remedy, bu1 either party, from time to time, may exercise any one or more of such rights or remedies independently, successively, or in combination. The Owner acknowledges that specific performance, injunctive relief (mandatory or otherwise), or other equitable relief may be the only adequate remedy for a default by the Owner under this Agreement.

ARTICLE 2

OPTION

2.1 Option. The Owner hereby grants to the City the exclusive and irrevocable option to purchase the Optioned Lands, free and clear of all liens, charges and encumbrances except the Permitted Encumbrances, according to the terms and conditions set out in this Article 2.

2.2 Exercise of Option. The City may exercise the Option at any time during the Term by delivering written notice of such exercise to the Owner, provided that if the Option is not exercised on or before that date which is two {2) years in advance of the expiration of the perpetuity period applicable to the Option, then the Option will be deemed to have been exercised on that day which is two (2) years in advance of the expiration of the perpetuity period applicable to the Option. Notwithstanding the foregoing, the City will only exercise the Option if the Structure has been removed from the Optioned Lands or has been declared destroyed or unfit for habitation.

2.3 Effect of Option Exercise. From and after the Notice Date, this Agreement and the Notice will together constitute a binding and enforceable contract between the Owner and the City for the sale and purchase of the Optioned Lands according to the terms and conditions of Article 3, and the terms and conditions of Article 3 will take effect at that time.

2.4 Registration of Option In LTO. The Owner agrees to cause this Option to be registered in the L TO against title to the Lands as a first registered charge excepting only the Permitted Encumbrances.

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Page 9 of 20

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ARTICLE 3

SALE AND PURCHASE

3. '1 Purchase and Sale. Subject to the terms and conditions of this Article 3 and based on the warranties and representations set out in this Agreement, the Owner agrees to sell and the City agrees to purchase the Optioned Lands on the Completion Date for the Purchase Price.

3.2 Purchase Price. Subject to the terms and conditions of this Article 3, the City will pay the Purchase Price to the Owner on the Completion Date.

3.3 Owner's Representations. Regardless of any independent investigations that the City may cause to be made, the Owner represents and warrants to the City that:

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(a)

(b)

(c)

(d)

(e)

(f)

if the Owner is a company, the Owner is a company duly organized, validly existing and in good standing under the laws of British Columbia, and has sufficient power, authority and capacity to carry out the Transaction, all of which will have been duly and validly authorized by all necessary corporate proceedings;

the completion of the Transaction will not constitute a breach by the Owner of any statute, by-law or regulation or of its constating instruments or of any agreement to which it is a party or by which it is bound or which would result in the creation of any lien, encumbrance or other charge on the Optioned Lands;

the Owner has good and marketable title to the Optioned Lands free and clear of all liens, encumbrances, charges, encroachments, defects in title, equities or claims, except the Permitted Encumbrances;

the Owner has no indebtedness to any Person or to any statutory authority which might by operation of law or otherwise now or hereafter constitute a lien, charge or encumbrance on the Optioned Lands or which could affect the Ci1y's right, from and after the Completion Date, to own and occupy the Optioned Lands;

as of the Completion Date all municipal taxes, rates, levies and assessments In respect of the Optioned Lands will be paid in full, and the Owner shall have no present or future obligation to pay moneys to any statutory authority in connection with the Optioned Lands;

the Optioned Land complies with or meets the criteria or standard or concentration of any substance in the soil, surface water or groundwater as prescribed by City Council as of the Completion Date for City streets (the "City Standard") as evidenced by either:


Page 10 of 20

11

(i) a Certificate of Compliance pursuant to Section 27.6 of the Waste Management Act confirming that the Optioned Lands meet the City Standard; or

(ii) such other form of approval satisfactory to the City which meets the City Standard if pursuant to a consistently applied policy, the government of British Columbia will not issue a Certificate of Compliance for streets generally;

(g) as of the Completion Date, there are no structures or improvements on the Optioned Lands;

(h) the Optioned Lands contain no Contaminants as of the Completion Date; and

(i) the Owner is not a non-resident of Canada within the meaning of the Income Tax Act of Canada.

3.4 Insurance. From and after the Notice Date to the Completion Date, the Owner will maintain in force policies of insurance previously maintained.

3.5 ~- The Optioned Lands will be the sole responsibility of the Owner and at the risk of the Owner up to the time the Transfer is submitted for registration on the Completion Date and will be at the risk of the City from and after the time of such submission.

3.6 Owner's Covenants. The Owner will:

(a) register, or cause to be registered, this Option against title to the Lands;

(b) prior to the Completion Date, at the Owner's cost and risk, remove the Structure and all structures, improvements, chattels, equipment, debris or materials of any kind from the Optioned Lands and will grade the Optioned Lands to the satisfaction of the City Engineer;

(c) take all proper actions and proceedings on its part to enable it to vest good and marketable title to the Optioned Lands in the City, free and clear of all liens, encumbrances, charges, encroachments, defects in title, equities or claims, except the Permitted Encumbrances;

(d) deliver vacant possession of the Optioned Lands to the City on the Completion Date;

(e) both before and after the Completion Date, do all such further things as the City may reasonably require for transferring to and vesting in the City title to the Optioned Lands as contemplated by this Article 3;

1159674v3 OPTION TO PURCHASE PORTION January 29, 2003 OF 395 KINGSWAY

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12

(f) not bury, spill or release, nor permit to be buried, spilled or released, any Contaminants on the Optioned Lands; and

(g) ensure that on the Completion Date the soil conditions of the Optioned Lands are satisfactory to the City Engineer for use as road, subject to Environmental Laws and standard applicable at the time of the exercise of the Option by the City.

3.7 Documents. The Owner, at its sole cost and expense, will prepare the documents and any plans required to close the Transaction, which will be in form and substance reasonably satisfactory to the City. However, the City, at its option, may elect to prepare any necessary plans at the cost of the Owner.

3.8 Adlustments and Credits. The Owner and the City will adjust, as at the Completion Date, all usual adjustments for land of this nature, including real property taxes.

3.9 Owner's Closing Documents. At the closing, the Owner will deliver to the City, at the Owner's sole cost and expense, the following documents executed in registrable form:

(a) the Transfer;

(b) a statutory declaration from a senior officer of the Owner declaring that the Owners representations and warranties as set out in Section 3.3 are true as at the Completion Date;

(c) a certified copy of a resolution of the Owner authorizing the transaction;

(d) any necessary plans; and

(e) the Owner's statement of adjustments.

3.1 0 City's Closing Documents. At the closing, the City will deliver to the Owner a duly executed purchaser's statement of adjustments and a cheque for the Purchase Price.

3.11 Closing. On the Completion Date, all documents, plans and cheques delivered by the Owner and the City, except the Transfer, will be held by the Director of Legal Services, who will cause the Transfer to be tendered for registration in the L TO and after conducting a post registration search in the L TO, the results of which are satisfactory to the Director of Legal Services, the Director of Legal Services will release all documents and cheques, including a cheque drawn in favour of the Owner in the amount equal to the net adjusted portion of the Purchase Price which is due to the Owner on the Completion Date.

3.12 Investigation. The City, and its officials, employees, agents and contractors may, upon delivery of reasonable notice, enter the Option Lands at any time before the Completion Date to

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1 3

carry out, at the City's cost, such inspections, investigations, tests and surveys as the City considers necessary or desirable.

3.13 Survival. All the representations, warranties, covenants, agreements and indemnities of the Owner and the City contained in this Article 3 will survive the Completion Date, registration of documents, and payment of the Purchase Price.

3.14 Costs. Fees and Taxes. The Owner will pay the cost of clearing title except for the Permitted Encumbrances and any L TO transfer fees and L TO application and registration fees. As the City is a GST registrant under GST Registration Number R 121361042, the City will remit directly to the Receiver General of Canada any GST payable by the City on the purchase of the Optioned Lands. The Owner and the City will each pay their own legal costs. The Owner and the City will pay such costs, fees and taxes when due.

ARTICLE 4

RESTRICTIVE COVENANT

4.1 Section 219 Covenant over the Lands.

Pursuant to Section 219 of the Land Title Act, R.S.B.C., 1996, c.250 and amendments thereto and re-enactments thereof, the Owner covenants and agrees with the City that the Lands will not be used or occupied in accordance with the following :

(a) the Owner will use the Lands in accordance with the terms of this covenant;

(b) subject to Section 4.1 (e), the Owner may maintain the Structure on the Optioned Lands; PROVIDED HOWEVER that no buildings or improvements may be constructed or maintained on the Optioned Lands except for the Structure;

(c) the Owner will not subdivide all or part of the Lands by way of a strata plan under the Strata Property Act (British Columbia) or successor legislation unless the Owner has transferred title to the Optioned Lands to the City or the Optioned Lands are designated as "Common Property" on the strata plan and do not form part of any strata lot;

(d) the Owner will not apply for a development permit with respect to the Lands and will take no action directly or indirectly to compel the City to issue a development permit with respect thereto;

(e) within sixty (60) days of the Notice Date, the Owner, will, at the Owner's risk and expense, remove the Structure from the Optioned Lands as well as any other

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buildings, improvements, fences, trees, vegetation, rubbish, goods and chattels (the "Works") located on the Optioned Lands and will grade the Optioned lands to the satisfaction of the City Engineer;

provided that if the Owner breaches this covenant with the City, the City may, but will be under no obligation to do so, remedy the default; and the Owner will, following receipt of any written request from the City, pay to the City the amount of any costs from time to time incurred by the City in so doing, plus overhead equal to 20% of such costs. If the Owner fails to pay to the City such costs within 30 days following delivery of such written request from the City, such amounts will be construed in arrears and will bear interest at the rate of 3% per annum above the Prime Rate, calculated monthly not in advance, from the date due until paid; provided that if a court declares or holds the Prime Rate to be void or unenforceable for any reason including uncertainty, then the rate of interest payable on amounts in arrears hereunder will be 18% per annum calculated monthly not in advance, from the date due until paid.

4.2 Construction. Operation and lndemnint. The Owner covenants and agrees that in addition to this Article 4 the indemnity set out in Section 5.1 of this Agreement is included and will be deemed to be included in and form an integral part of this covenant made pursuant to Section 219 of the Land Title Act.

ARTICLES

RELEASE AND INDEMNITY

5.1 Release and Indemnity. The Owner hereby agrees to release, hold harmless and indemnify the City, its elected officials, officers, servants, agents, employees, contractors and subcontractors from and against all manner of claims, liabilities, losses, demands, suits, damages (including consequential damages, interest, penalties, fines and monetary and other sanctions},expenses, causes of action and judgments whether at law or at equity, and costs {including legal fees and disbursements} arising out of or in any way related to or that would not or could not be sustained "but for" any of the folfowing:

(i) removal of the Works from the Optioned Lands, by the Owner, the City or their respective employees, agents or contractors;

(ii) damage to the Works due to the removal of the Works from the Optioned Lands by the Owner, the City or their respective employees, agents or contractors;

(iii) breach of any covenants on the part of the Owner to be performed herein, including without limitation the requirement to remove the Works;

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(iv) breach of any of the representations or warranties of the Owner set forth in this Agreement; or

(v) this Agreement.

5.2 Release and Indemnity to Survive. The release and indemnity created by Section 5.1 will remain effective and survive the expiration or termination of this Agreement whether by fulfilment of the covenants contained in this Agreement or otherwise.

ARTICLE 6

STATUTORY RIGHT OF WAY AND EQUITABLE CHARGE

6.1 Statutory Right of Way for the Removal of the Works. Pursuant to Section 218 of the Land Title Act the Owner hereby grants to the City the right, liberty and statutory right of way for the City, its officers, employees agents and contractors to come upon the Optioned Lands, with or without workers, equipment, tools, vehicles or machinery, from time to time to remove the Works in the event that the Owner fails to do so in accordance with Subsection 4.1 (e) PROVIDED THAT the City agrees that it shall not exercise its rights under this Section 6.1 unless and until the Owner fails to remove the Works in accordance with Subsection 4.1{e) herein. If the City enters onto the Lands and removes the Works it may do so if any manner deemed necessary by the City Engineer, in his sole discretion, including without limitation, the demolition of the Structure.

This statutory right of way is necessary for the operation and maintenance of the City's undertakings.

6.2 Equitable Charge. The Owner hereby grants the City an equitable charge over the Lands for the payment of all sums which may at any time hereafter be payable by the Owner to the City:

(a) for the removal of the Works by the City under the terms of this Agreement; or

(b) pursuant to the indemnity provisions herein,

and the provisions of this Section 6.2 will survive the exercise of the Option by the City and continue to apply. This equitable charge may be enforced by the appointment of a receiver for the sale of the Lands and will be registered by the Owner as a first registered charge against the Lands subject only to the Permitted Encumbrances.

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Page 15 of 20

1 6

ARTICLE 7

GENERAL PROVISIONS

7.1 Notice. Any notice, approval or request required or permitted to be given under this Agreement will be in writing and may be given by delivering such notice, approval or request to a representative of the party for whom it is intended or by mailing such notice, approval or request by prepaid registered mail from any post office in British Columbia and in the case of the Owner addressed to it at:

395 Kingsway Vancouver, BC VST 3J7

Attention: The registered owner of the Lands

and in the case of the City addressed to it at:

City of Vancouver 453 West 12th Avenue Vancouver, British Columbia VSY 1V4

Attention: City Clerk

with a copy to the Director of Legal Services and the City Engineer.

Any such notice, approval or request will be deemed to have been received on the date of delivery of such notice, approval or request or, on the fifth business day next following the date of mailing if such notice, approval or request is mailed, provided that if mailed should there be, between mailing and the actual receipt of such notice, approval or request, a mail strike, slowdown or other labour dispute which might affect the delivery of such notice, approval or request, such notice, approval or request will only be effective if actually delivered.

7.2 Vancouver Charter. Nothing contained or implied herein will prejudice or affect the City's rights, powers, duties and obligations in the exercise of its functions pursuant to the Vancouver Charter, S.B.C. 1953, c. 55, as amended, and the rights, powers, duties and obligations of the City under all public and private statutes, by-laws and regulations, all of which may be as fully and effectively exercised in relation to the Lands as if this Agreement had not been executed and delivered by the Owner and the City.

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OPTION TO PURCHASE PORnON OF 395 KINGSWAY

Page 16 of 20

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7.3 Optjon Runs with Land. All the grants and covenants made in this Agreement by the Owner are made by the Owner for itself and its successors and assigns and the Option will run with and bind the Lands and each and every part into which the same may be subdivided by any means, including any common property created by the deposit of a strata plan under the Strata Property Act (British Columbia) in compliance with Section 4.1 (c) of this Agreement.

7.4 Reference Pate. This Agreement is dated for reference October 8, 2002 notwithstanding the date of execution of this Agreement.

7.5 Enuring Effect. This Agreement will enure to the benefit of and be binding upon the respective successors and assigns of the Owner and the City.

IN WITNESS WHEREOF the parties have executed this Agreement on the General Instrument - Part 1 which is a part hereof.

Approved for registration ~the Land..]itle Office this ~ day of J~t!C,J.....- '2003

Approving Officer for City of Vancouver .-- -

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Page 17 of 20

MEMORANDUM AS TO ENCUMBRANCES. LIENS AND INTERESTS

GOLDWOOD INDUSTRIES L TO. (the "Chargeholder'') Holder of a Mortgage registered in the Vancouver Land Title Office

under No. BT 440654 and Assignment of Rents registered under No. BT440655 (together, the "Charge")

Lot 2 Block 116 District Lot 301 Plan 10979

18

For $1 .00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed to by the Chargeholder, the Chargeholder, being the holder of the Charge, hereby consents to the granting of the Section 219 Covenant, Section 218 Statutory Right of Way, Equitable Charge, and Option to Purchase (collectively, the "Encumbrance") which is contained in the attached Agreement, and consents and agrees that the Encumbrance shall be binding upon the Chargeholder's interest in or charge upon the Lands and shall be an encumbrance upon the Lands in priority to the Charge in the same manner and to the same effect as if the Encumbrance had been granted and registered against title to the Lands prior to the dating, execution and registration of the Charge and the advance of any monies thereunder.

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Page 18 of 20

MEMORANDUM AS TO ENCUMBRANCES. LIENS ANP INTERESTS

570045 B.C. L TO. (the "Chargeholder") Holder of a Mortgage registered in the Vancouver Land Title Office

under No. BR307119 (the "Charge")

Lot 2 Block 116 District Lot 301 Plan 10979

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For $1 .00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed to by the Chargeholder, the Chargeholder, being the holder of the Charge, hereby consents to the granting of the Section 219 Covenant, Section 218 Statutory Right of Way, Equitable Charge, and Option to Purchase (collectively, the "Encumbrance") which is contained in the attached Agreement, and consents and agrees that the Encumbrance-shall be binding upon the Chargeholder's interest in or charge upon the Lands and shall be an encumbrance upon the Lands in priority to the Charge in the same manner and to the same effect as if the Encumbrance had been granted and registered against title to the Lands prior to the dating, execution and registration of the Charge and the advance of any monies thereunder.

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OPTION TO PURCHASE PORTION OF 395 KINGSW A Y

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1'0 ACCOifPANY AN OPTION TO P!.fltHASE

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