exv10w5






Exhibit 10.5




ASSIGNMENT OF LEASE

(SKECHERS LEASE)




     THIS ASSIGNMENT OF LEASE (“Assignment”) is made and entered into this
12th day of April, 2010 (the “Effective Date”) by and between HF LOGISTICS I,
LLC, a Delaware limited liability company (“Assignor”) and HF LOGISTICS-SKX T1, LLC, a
Delaware limited liability company (“Assignee”).



WITNESSETH:




     For valuable consideration, receipt of which is acknowledged, Assignor and Assignee agree
as follows:



     1. Assignment and Assumption.



          (a) Assignor hereby assigns and transfers to Assignee all right, title and interest of
Assignor in, to and under the lease (the “Lease”) described as follows: Lease Agreement
dated September 25, 2007 between Assignor, as landlord, and Skechers U.S.A., Inc., a Delaware
corporation (“Tenant”), as tenant, as amended by that certain Amendment to Lease Agreement
dated December 18, 2009, by and between Assignor and Tenant. The foregoing assignment includes the
transfer by Assignor to Assignee of all rights to prepaid rents (including, without limitation,
operating expenses) under the Lease. It is understood and agreed that the actual transfer of the
prepaid rent and operating expenses (Eight Hundred Ninety-Eight Thousand Two Hundred Eighty-One
Dollars ($898,281)) shall be made by Assignor to Assignee no later than the Commencement Date (as
defined in the Lease).



          (b) Assignee hereby accepts the foregoing assignment, and assumes and agrees to perform all of
the covenants and agreements in the Lease to be performed by the landlord thereunder that arise
from and after the Effective Date.



     2. Assignor Representations. Assignor represents to Assignee as follows:



          (a) It is the sole, lawful owner of the landlord’s interest in the Lease and Assignor has not
sold, assigned, encumbered or transferred any interest in the Lease, or any part thereof, to any
other person or entity.




          (b) To the best of Assignor’s knowledge, the Lease is in full force and effect and neither
Tenant nor Assignor, as landlord, is in default thereunder.




     3. Indemnification. Assignor agrees to indemnify, defend and hold harmless Assignee
from and against any and all claims, liabilities, obligations, losses, causes of action, judgments,
settlements, demands, threats, costs, fines, penalties (including reasonable fees, expenses,
disbursements and investigative costs of attorneys and consultants) arising out of the performance
or nonperformance by Assignor of all duties and obligations of landlord under the Lease arising or
accruing prior to the Effective Date. The foregoing indemnification shall terminate upon the
closing of the “Construction Loan” (as defined in that certain Amended and Restated



 









 




Limited Liability Company Agreement of HF LOGISTICS-SKX, LLC entered into as of April 12,
2010, but effective as of January 30, 2010).




     4. Governing Law. This Assignment shall be governed by and construed in accordance
with the laws of the State of California.



     5. Successors and Assigns. This Assignment shall be binding upon and shall inure to
the benefit of Assignor and Assignee and their respective successors and assigns.



(signature page follows)






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     IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the Effective
Date.



	 	 	 	 	 

	“ASSIGNOR”	 	“ASSIGNEE”
	 
	 	 	 	 
	HF LOGISTICS I, LLC, a Delaware limited 

liability company	 	HF LOGISTICS-SKX T1, LLC, a

Delaware limited liability company
	 
	 	 	 	 
	By: /s/ Iddo Benzeevi
 
 Iddo
Benzeevi, President and Chief
Executive Officer

	 	By:
	 	HF LOGISTICS-SKX, LLC, a Delaware

limited liability company, its sole

member






	 	 	 	 	 

	 

	 	By:
	 	HF Logistics I, LLC, a Delaware
	 

	 	 	 	limited liability company, its
	 

	 	 	 	managing member






	 	 	 	 	 

	 

	 	By:
	 	/s/ Iddo Benzeevi
	 

	 	 	 	 
	 

	 	 	 	Iddo Benzeevi, President and
	 

	 	 	 	Chief Executive Officer






	 	 	 	 	 

	 

	 	By:
	 	SKECHERS R.B., LLC, a
	 

	 	 	 	Delaware limited liability
	 

	 	 	 	company, its managing member






	 	 	 	 	 

	 

	 	By:
	 	Skechers U.S.A., Inc, a
	 

	 	 	 	Delaware corporation, its
	 

	 	 	 	sole member






	 	 	 	 	 

	 

	 	By:
	 	/s/ David Weinberg
 
 David
Weinberg, Chief
	 

	 	 	 	Operating Officer






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