Lease Cancellation

LEASE CANCELLATION AGREEMENT
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THIS LEASE CANCELLATION AGREEMENT is made at Mentor, Ohio, this____ day of April, 2001, by and between SHIDLER/WEST FINANCE PARTNERS V, LIMITED PARTNERSHIP (hereinafter called the "Lessor"), and D.I.Y. HOME WAREHOUSE, INC. (hereinafter called the "Lessee").


WHEREAS, pursuant to a Lease dated August 6, 1971 (which Lease, together with all amendments, is hereinafter referred to as the "Prime Lease"), Developers Diversified leased the property described on Exhibit A (the "Property") to S.S. Kresge Company; and


WHEREAS, a Memorandum of Lease was filed for record on December 23, 1971 in Volume 18, Page 996, and an Amendment to Memorandum of Lease was filed on September 7, 1972 in Volume 19, Page 543, and an Amendment to Lease and Reservation, Non-exclusive Right, Privilege and Easement was filed for record on July 29, 1975 in Volume 21, Page 1241, all in the Lake County Records; and


WHEREAS, Lessor is the successor to Developers Diversified under the Prime Lease; and


WHEREAS, pursuant to an Assignment and Assumption of Lease and Sublease dated December 22, 1994 (the "Lease") between KMART CORPORATION f/k/a S.S. Kresge Company (hereinafter called "Kmart") and the Lessee, the Lessee leases the property described on Exhibit A (the "Property"); and


WHEREAS, the Lessor is the successor to Kmart's interest under the Lease;


WHEREAS, a Notice of Assignment and Assumption of Lease respecting the Lease was filed for record on January 6, 1995 in Volume 1081, Page 868 in the Lake County Records; and


WHEREAS, the Lessee desires to cancel and terminate the Lease; and


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WHEREAS, the Lessor is willing to accept such cancellation and termination as of the _____ day of April, 2001 (the "Effective Date");


NOW, THEREFORE, in consideration of the aforesaid, the Lessor and the Lessee agree as follows:


1. CANCELLATION OF THE LEASE. The Lease is deemed canceled and terminated as of the Effective Date. Lessee agrees that it is responsible for the payment of all rent and the performance and observance of all of the other terms, conditions, covenants and agreements under the Lease to the Effective Date.


2. WARRANTIES. The Lessor hereby represents and warrants to the Lessee that it is the true and lawful owner of the Property, that the Lessor is the true and lawful owner of KMart's interest ...