\nARTICLE XXII.
\n COVENANTS OF LESSOR
\n SECTION 22.1. ……………………………………………………………28
\n Quiet Enjoyment ……………………………………………………………28<\/p>\nARTICLE XXIII.
\n MISCELLANEOUS
\n SECTION 23.1. Binding Effect; Successors and Assigns………………….28
\n SECTION 23.2. Notices……………………………………………..28
\n SECTION 23.3. Severability…………………………………………28
\n SECTION 23.4. Amendment; Complete Agreements…………………………28
\n SECTION 23.5. Headings…………………………………………….29
\n SECTION 23.6. Counterparts…………………………………………29
\n SECTION 23.7. Governing Law………………………………………..29
\n SECTION 23.8. Apportionments……………………………………….29
\n SECTION 23.9. Omitted……………………………………………..29
\n SECTION 23.10. No Joint Venture……………………………………..29
\n SECTION 23.11. No Accord and Satisfaction…………………………….29
\n SECTION 23.12. No Merger……………………………………………29
\n SECTION 23.13. Lessor Bankruptcy…………………………………….29
\n SECTION 23.14. Omitted……………………………………………..29
\n SECTION 23.15. Investments………………………………………….30
\n SECTION 23.16. Counterparts; Mortgage; Notice…………………………30
\n SECTION 23.17. Further Assurances……………………………………30
\n SECTION 23.18. Joint and Several Lessees……………………………..30
\n SECTION 23.19. Non-recourse…………………………………………30
\n<\/c><\/c><\/s><\/table>\n
-iv-
\n 6
\n LEASE AGREEMENT, dated as of June 21, 2000, between 30 HUDSON
\nSTREET LESSOR URBAN RENEWAL L.L.C. and 50 HUDSON STREET LESSOR URBAN RENEWAL
\nL.L.C., each a New Jersey limited liability company, collectively as lessor, and
\nGSJC 30 HUDSON URBAN RENEWAL L.L.C. and GSJC 50 HUDSON URBAN RENEWAL L.L.C.,
\neach a New Jersey limited liability company, collectively as lessee.<\/p>\n
In consideration of the mutual agreements herein contained and
\nother good and valuable consideration, the receipt of which is hereby
\nacknowledged, the parties hereto, intending to be legally bound, hereby agree as
\nfollows:<\/p>\n
ARTICLE I.
\n DEFINITIONS<\/p>\n
The capitalized terms used herein and not otherwise defined
\nshall have the meanings assigned thereto in Appendix A of the Participation
\nAgreement, dated as of the date hereof, among the parties hereto and, inter
\nalia, Ground Lessor, the Collateral Agent and Banc of America Leasing
\nFacilities, LLC. In addition, the rules of construction set forth in said
\nAppendix A shall also be applicable to this Lease.<\/p>\n
ARTICLE II.
\n LEASE OF PROPERTY<\/p>\n
SECTION 2.1. Demise and Lease. On the Lease Commencement Date,
\nLessor hereby agrees to accept delivery of the Properties and, as a precondition
\nfor such acceptance, to simultaneously lease to Lessee for the Lease Term,
\nLessor’s Interests. Lessee hereby agrees to lease from Lessor for the Lease
\nTerm, commencing on the Lease Commencement Date, Lessor’s Interests. The demise
\nand lease of the Properties pursuant to this Article II shall include any
\nadditional right, title or interest in the Properties of Lessor which may at any
\ntime be acquired by Lessor, the intent being that all right, title and interest
\nof Lessor in and to the Properties during the Lease Term shall be demised and
\nleased hereunder.<\/p>\n
SECTION 2.2. Nature of Lease. The parties hereto intend that
\n(i) for financial accounting purposes with respect to Lessee, (A) Lessor will be
\ntreated as the sublessor of the Land under this Lease and the owner and the
\nlessor of the Improvements and Lessee will be treated as the sublessee of the
\nLand under this Lease and the lessee of the Improvements, and (B) the Investors
\nwill be deemed to have an equity investment in Ground Lessee and Lessor and the
\nLenders will be deemed lenders to Ground Lessee and Lessor and (ii) for all
\nfederal and all state and local income tax purposes and bankruptcy purposes, (A)
\nthis Lease will be treated as a financing arrangement, (B) Lessor, the Investors
\nand the Lenders will be deemed lenders making loans to Lessee in an amount equal
\nto the sum of the Investor Amounts and the outstanding principal amount of the
\nLoans, which Loans are secured by the Properties, (C) Lessee will be treated as
\nthe owner of the Properties for tax purposes and will be entitled to all tax
\nbenefits ordinarily available to an owner of property like the Properties for
\nsuch tax purposes and (D) the obligations of the Lessee to pay the Base Rent and
\nany part of the Lease Balance shall be treated as payments if interest and
\nprincipal, respectively, for Federal and state income tax and bankruptcy
\npurposes. Nevertheless, each party acknowledges and agrees that no other party
\nhas made
\n 7
\nany representations or warranties to any other party concerning the tax,
\naccounting and legal advice concerning the Operative Documents and that each
\nparty has obtained and relied upon such tax, accounting and legal advice
\nconcerning the Operative Documents as it deems appropriate. Lessor shall be
\ndeemed to have a valid and binding security interest in and Lien on the
\nProperties, free and clear of all Liens other than Permitted Liens, as security
\nfor the obligations of Lessee under the Operative Documents. Except as otherwise
\nprovided by law or in connection with a settlement, compromise or adjudication
\nmade under the provisions of Section 9.2(b) of the Participation Agreement, each
\nof the parties to this Lease agrees that it will not, nor will it permit any
\nAffiliate to at any time, directly or indirectly take any action or fail to take
\nany action with respect to the filing of any income tax or other tax return, to
\nthe extent that such action or failure to take action would be inconsistent with
\nthe intention of the parties expressed in this Section 2.2.<\/p>\n
SECTION 2.3. Relationship as between Persons Comprising
\nLessee. The Persons comprising Lessee (i.e., GSJC 30 Hudson Urban Renewal L.L.C.
\nand GSJC 50 Hudson Urban Renewal L.L.C.) agree, as between themselves, that (a)
\nthey will apportion and allocate between them, on an equitable basis, all of the
\nobligations, duties and liabilities of the “Lessee” hereunder, (b) to the
\nfullest extent appropriate (including with respect to Base Rent), an
\napportionment and allocation determined by the relative developable floor areas
\nof the Office Tower Improvements and the Conference\/Training Center Improvements
\nshall be deemed for purposes of this Section 2.3 to be equitably based, (c) GSJC
\n30 Hudson Urban Renewal L.L.C. shall be responsible for the performance of all
\nobligations of Lessee hereunder in respect of the Site having an address of 30
\nHudson Street and that GSJC 50 Hudson Urban Renewal L.L.C. shall be responsible
\nfor the performance of all obligations of Lessee hereunder in respect of the
\nSite having an address at 50 Hudson Street, and (d) each of said Persons shall
\nindemnify the other for its failure to perform in accordance with the
\nimmediately preceding clause (c). Nothing in this Section 2.3 shall be deemed to
\nmodify the terms of Section 23.18.<\/p>\n
ARTICLE III.
\n RENT<\/p>\n
SECTION 3.1. Base Rent. Commencing on the Lease Commencement
\nDate, on each Scheduled Payment Date, Lessee shall pay to Lessor base rent
\n(“Base Rent”) in an amount equal to the sum of (a) HSFC Base Rent, (b) Conduit
\nBase Rent and (c) Investor Base Rent.<\/p>\n
SECTION 3.2. Relationship of Rent to Lease Balance. Lessor and
\nLessee acknowledge and agree that the Lease Balance as of any date includes any
\naccrued and unpaid Base Rent as of such date. Accordingly, the payment of the
\nLease Balance shall satisfy any obligation of Lessee hereunder in respect of
\naccrued Base Rent hereunder.<\/p>\n
SECTION 3.3. Supplemental Rent. Lessee shall pay to Lessor, or
\nto such other Person as shall be entitled thereto in the manner contemplated
\nherein, any and all Supplemental Rent as the same shall become due and payable.
\nIn the event of Lessee’s failure to pay any Supplemental Rent, Lessor shall have
\nall rights, powers and remedies provided for herein or by law or in equity or
\notherwise in the case of nonpayment of Base Rent (except that Lessee shall not
\nbe obligated to pay interest at the Overdue Rate for any Supplemental Rent due
\nto a Person that is not a Participant).<\/p>\n
-2-
\n 8
\n SECTION 3.4. Method, Time of Payment. Base Rent, and any Supplemental
\nRent payable to Lessor, shall be paid to the Collateral Agent as designee for
\nLessor and its permitted assignees at such place in the contiguous continental
\nUnited States as is specified in the Security Agreement or as Collateral Agent
\n(as such designee) shall specify in writing to Lessee at least ten (10) Business
\nDays prior to the due date therefor. Each such payment of Rent shall be made by
\nLessee in funds consisting of lawful currency of the United States of America
\nwhich shall be immediately available at the place of payment not later than 12
\nnoon (New York time) on the date such payment is due hereunder, and the
\nCollateral Agent shall pay such funds on the same date to the Person entitled
\nthereto in accordance with Article X of the Participation Agreement. Payments
\nreceived following such time shall be deemed received on the next succeeding
\nBusiness Day unless Collateral Agent applies such funds on such date in
\naccordance with Article X of the Participation Agreement.<\/p>\n
SECTION 3.5. Late Payment. If any portion of the Rent due to
\nLessor or any Participant shall not be paid by Lessee on or before the date such
\npayment was due hereunder, Lessee shall pay interest thereon from (and
\nincluding) the date such payment was due hereunder to (but excluding) the date
\nof Lessor’s receipt thereof at a rate per annum equal to the Overdue Rate.<\/p>\n
ARTICLE IV.
\n NET LEASE; LESSEE’S ACCEPTANCE OF PROPERTY<\/p>\n
SECTION 4.1. Net Lease; No Setoff; Etc. This Lease is a
\n“triple” net lease and, except to the extent otherwise expressly specified in
\nthis Lease, it is agreed and intended that Base Rent, Supplemental Rent and any
\nother amounts payable hereunder by Lessee shall be paid without notice, demand,
\ncounterclaim, setoff, deduction or defense and without abatement, suspension,
\ndeferment, diminution or reduction, free from any charges, assessments,
\nimpositions, withholdings, expenses or reductions, and that Lessee’s obligation
\nto pay all such amounts, throughout the Term is absolute and unconditional. All
\ncosts, expenses and obligations of every kind and nature whatsoever relating to
\nthe Properties and the appurtenances thereto and the use and occupancy thereof
\nwhich may arise or become due and payable with respect to the period which ends
\non the expiration or earlier termination of the Lease Term in accordance with
\nthe provisions hereof (whether or not the same shall become payable during the
\nLease Term or thereafter) shall be paid by Lessee except as otherwise expressly
\nprovided herein or in another Operative Document. Lessee assumes the sole
\nresponsibility for the condition, use, operation, maintenance, underletting and
\nmanagement of the Properties, and no Indemnitee shall have any responsibility in
\nrespect thereof or any liability for damage to the property of Lessee, any
\nsubtenant of Lessee or any other occupant of the Properties on any account or
\nfor any reason whatsoever other than by reason of, in the case of any particular
\nIndemnitee, such Indemnitee’s willful misconduct or gross negligence. Except to
\nthe extent otherwise expressly specified in this Lease, the obligations and
\nliabilities of Lessee hereunder shall in no way be released, discharged or
\notherwise affected for any reason, including without limitation: (a) any defect
\nin the condition, merchantability, design, quality or fitness for use of the
\nProperties or any part thereof, or the failure of the Properties to comply with
\nall Applicable Laws, including any inability to occupy or use the Properties by
\nreason of such noncompliance; (b) any damage to, removal, abandonment, salvage,
\nloss, scrapping or destruction of or any requisition or taking of the Properties
\nor any part thereof; (c) any restriction, prevention or curtailment of or
\ninterference with any use of the Properties or any part thereof including
\neviction; (d) any defect in title to or rights to the Properties or any Lien on
\nsuch title or rights or on the Properties; (e) any change, waiver, extension,
\nindulgence or other action or omission or breach in respect of any<\/p>\n
-3-
\n 9
\nobligation or liability of or by any Person; (f) any bankruptcy, insolvency,
\nreorganization, composition, adjustment, dissolution, liquidation or other like
\nproceedings relating to Lessee. Lessor or any other Person, or any action taken
\nwith respect to this Lease by any trustee or receiver of Lessee or any other
\nPerson, or by any court, in any such proceeding; (g) any claim, set off, defense
\nor right that Lessee has or might have against any Person, including without
\nlimitation Lessor, the Collateral Agent (including in its individual capacity)
\nor any vendor, manufacturer, contractor of or for the Properties; (h) any
\nfailure on the part of Lessor or any other Person to perform or comply with any
\nof the terms of this Lease, any other Operative Document or of any other
\nagreement, whether or not related to the transactions contemplated by the
\nOperative Documents; (i) any invalidity, unenforceability, illegality or
\ndisaffirmance of this Lease against or by Lessee or any provision hereof or any
\nof the other Operative Documents or any provision of any thereof; (j) the
\nimpossibility or illegality of performance by Lessee or Lessor, or both; (k) any
\naction by any court, administrative agency or other Governmental Authority; (1)
\nany change in or violation of Applicable Laws; (m) any restriction, prevention
\nor curtailment of or interference with the construction on or use of either
\nProperty or any part thereof; or (n) any other occurrence whatsoever, whether
\nsimilar or dissimilar to the foregoing, whether or not Lessee shall have notice
\nor knowledge of any of the foregoing. Except as specifically set forth in this
\nLease, this Lease shall not be cancelable by Lessee for any reason whatsoever
\nand, except as expressly provided in this Lease, Lessee, to the extent now or
\nhereafter permitted by Applicable Laws, waives all rights now or hereafter
\nconferred by statute or otherwise to quit, terminate or surrender this Lease.<\/p>\n
SECTION 4.2. Waivers. The Properties is demised and let by
\nLessor “AS IS” in its present condition, subject to (a) the rights of any
\nparties in possession thereof, (b) the state of the title thereto existing at
\nthe time Lessor acquired title to the Properties, (c) any state of facts which
\nan accurate survey or physical inspection might show, (d) all Applicable Laws
\nand (e) any violations of Applicable Laws which may exist at the commencement of
\nthe Lease Term. Lessee has examined the Properties and Lessor’s title thereto
\nand has found the same to be satisfactory. LESSOR HAS NOT MADE AND SHALL NOT BE
\nDEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR BE
\nDEEMED TO HAVE ANY LIABILITY WHATSOEVER, AS TO THE VALUE, HABITABILITY,
\nCOMPLIANCE WITH ANY PLANS AND SPECIFICATIONS FOR THE PROPERTIES CONDITION,
\nLOCATION, USE, DESCRIPTION, MERCHANTABILITY, DESIGN, OPERATION, OR FITNESS FOR
\nUSE OF THE PROPERTIES (OR ANY PART THEREOF), OR AS TO LESSOR’S TITLE THERETO OR
\nOWNERSHIP THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
\nIMPLIED, WITH RESPECT TO THE PROPERTIES (OR ANY PART THEREOF) AND LESSOR SHALL
\nNOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN, FOR ANY DEFECT
\nIN OR EXCEPTION TO TITLE THERETO, OR FOR THE FAILURE OF THE PROPERTIES TO BE
\nCONSTRUCTED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS THEREFOR, THE
\nCOMPLIANCE OF SUCH PLANS AND SPECIFICATIONS WITH APPLICABLE LAWS OR THE FAILURE
\nOF THE PROPERTIES, OR ANY PART THEREOF, TO OTHERWISE COMPLY WITH ANY APPLICABLE
\nLAWS. It is agreed that Lessee has been afforded full opportunity to inspect the
\nProperties, is satisfied with the results of its inspections of the Properties
\nand is entering into this Lease solely on the basis of the results of its own
\ninspections and all risks incident to the matters discussed in the preceding
\nsentence. The provisions of this Section 4.2 have been negotiated, and the
\nforegoing provisions are intended to be a complete exclusion and negation of any
\nrepresentations or warranties by Lessor, express or implied, with respect to the
\nProperties, that may arise pursuant to the UCC or any other law now or hereafter
\nin effect, or otherwise.<\/p>\n
-4-
\n 10
\n ARTICLE V.
\n LESSEE’S PURCHASE OPTION<\/p>\n
SECTION 5.1. Purchase Option.<\/p>\n
(a) Lessor hereby grants to Lessee the exclusive and irrevocable option
\n(the “Purchase Option”) to purchase Lessor’s Interests as of any date (the
\n“Purchase Date”) for the Lease Balance as of such date (plus all other amounts
\nowing in respect of Rent, including Supplemental Rent, accruing through the
\nPurchase Date). Such purchase and sale shall be effected in accordance with
\nArticle XV.<\/p>\n
(b) The Purchase Option shall be exercisable at any time by notice to
\nLessor given not later than thirty (30) days prior to the Purchase Date and in
\nany event, unless Lessee shall have exercised the Sale Option on or before the
\nfourth (4th) anniversary of the Lease Commencement Date, the Purchase Option
\nshall be deemed exercised (in which event the Purchase Date shall be the sixth
\nday before the fifth (5th) anniversary of the Lease Commencement Date).<\/p>\n
(c) On the Purchase Date, Lessee shall pay to Lessor the Lease Balance
\nas the purchase price for Lessor’s Interests (plus all other amounts owing in
\nrespect of Rent, including Supplemental Rent, accruing through the Purchase
\nDate).<\/p>\n
ARTICLE VI.
\n CANCELLATION OPTION<\/p>\n
SECTION 6.1. Cancellation Option. Lessor and Lessee each shall
\nhave the right, in its sole and absolute discretion, by notice given to the
\nother party at any time on or before the fourth (4th) anniversary of the Lease
\nCommencement Date, to cancel the term of this Lease effective as of the sixth
\n(6th) day before the fifth (5th) anniversary of the Lease Commencement Date.
\nUpon the giving of such notice, the Lease Term shall expire on the sixth (6th)
\nday before the (5th) anniversary of the Lease Commencement Date as if such date
\nwere the date initially set forth herein as the Lease Term Expiration Date (and
\nthe Lessee’s obligations in respect of the Purchase Option and the Sale Option
\nshall not be affected in any way by reason of such cancellation).<\/p>\n
ARTICLE VII.
\n LESSEE’S DISPOSITION OF LESSOR’S INTERESTS AT LEASE EXPIRATION<\/p>\n
SECTION 7.1. Disposition of Lessor’s Interests and
\nDistribution of Sale Proceeds. Subject to Section 7.2, Lessee, on written notice
\nto Lessor given not later than the fourth (4th) anniversary of the Lease
\nCommencement Date, shall have the option (the “Sale Option”) to cause a sale of
\nthe Properties in accordance with the following terms:<\/p>\n
-5-
\n 11
\n (a) Lessor shall act as exclusive agent (and may appoint
\n qualified independent sales agents to work on its behalf) in connection
\n with such sale and, in such capacity, shall use all commercially
\n reasonable best efforts to solicit bids from bona fide third parties
\n unrelated to Lessee, GS and their respective Affiliates or any Person
\n with whom Lessee or GS (or any of their Affiliates has an understanding
\n or arrangement pursuant to which Lessee, GS or any of their Affiliates
\n would use, possess or own all or a portion of the Properties.<\/p>\n
(b) Lessor shall attempt to sell Lessor’s Interests to the
\n Person submitting an all cash bid that will result in the highest Net
\n Sale Proceeds, such sale to be effected on the sixth day immediately
\n preceding the fifth (5th) anniversary of the Lease Commencement Date or
\n as soon as reasonably practicable thereafter (the date of sale being
\n the “Sale Date”); provided that:<\/p>\n
(i) Lessor shall be required to obtain
\n Lessee’s approval to the sale of Lessor’s Interests pursuant
\n to any such bid if a sale of Lessor’s Interests pursuant
\n thereto would result in Lessee not being fully reimbursed
\n pursuant to Article X of the Participation Agreement for its
\n payment of the Residual Value Guaranty Amount, provided that
\n Lessee’s approval shall not be unreasonably withheld or
\n delayed and shall be based solely upon whether the bid in
\n question is for the Fair Market Value of the Properties;<\/p>\n
(ii) With respect to a proposed sale that
\n Lessor wishes to consummate, Lessor shall provide Lessee with
\n reasonable advance notice of the identity of the prospective
\n purchaser, its relationship to any of the Participants and the
\n material terms of such proposed sale; and<\/p>\n
(iii) Lessee and its Affiliates shall have
\n no right to submit bids for the Properties, provided that if a
\n Participant or an Affiliate of one or more Participants bids,
\n Lessee and its Affiliates shall have the right to bid on the
\n Properties.<\/p>\n
(c) On the Sale Date, Lessee shall pay the Residual Value
\n Guaranty Amount to the Collateral Agent and such amount, together with
\n the proceeds of the sale of the Properties, shall be distributed in
\n accordance with Article X of the Participation Agreement.<\/p>\n
(d) Omitted.<\/p>\n
(e) If the Properties are sold on or after the sixth (6th) day
\n before the fifth (5th) anniversary of the Lease Commencement Date, then
\n (i) on or before such date, Lessee shall vacate the Properties; (ii) on
\n such sixth day before the fifth (5th) anniversary, Lessee shall pay to
\n Lessor the full Residual Value Guaranty Amount and all other amounts
\n due and owing in respect of Rent (including Supplemental Rent); (iii)
\n Lessor shall have the right to enter into leases for the Properties at
\n fair market rentals and otherwise on commercially reasonable terms, and
\n the net operating cash flow therefrom shall be payable to Lessor in
\n reduction of the Lease Balance, and (iv) Lessor shall continue to act
\n as exclusive sale agent for the marketing of the Properties. Upon the
\n sale of the Properties, the Gross Sale Proceeds will be applied in
\n accordance with Article X of the Participation Agreement.<\/p>\n
-6-
\n 12
\n (f) Concurrently with the payments contemplated in
\n Section 7.1 (c) and Section 7.1(d), after payments of all other amounts
\n due and owing in respect of Rent, including Supplemental Rent through
\n the payment date, this Lease shall terminate, and Lessor and Lessee
\n shall (except as otherwise herein provided) have no further rights or
\n obligations under this Lease.<\/p>\n
(g) The giving of a notice of sale shall be deemed
\n the issuance of a cancellation notice of the Term in accordance with
\n Article VI, effective as of the sixth (6th) day immediately preceding
\n the fifth (5th) anniversary of the Lease Commencement Date.<\/p>\n
SECTION 7.2. Conditions to Lessee’s Exercise of the Sale
\nOption. Lessee’s right to exercise the Sale Option and the consummation of the
\nsale of Lessor’s Interests on the Sale Date, as applicable, shall be subject to
\nthe following conditions:<\/p>\n
(a) on the Sale Date, the Properties must be in delivered by
\nLessee in the condition required under Article XII;<\/p>\n
(b) on or before the Sale Date, Lessee shall have delivered
\nthe report required under Section 12.2;<\/p>\n
(c) as of the exercise of the Sale Option, the Final
\nCompletion Work and the restoration work required to be performed under Section
\n9.2(d) (if any) shall have been completed;<\/p>\n
(d) as of the exercise of the Sale Option, if there remains to
\nbe performed hereunder any restoration work as a result of a Event of Loss,
\nLessee will be able, with the exercise of reasonable diligence, to complete such
\nwork as of the Sale Date; and as of the Sale Date, such work shall have been
\ncompleted;<\/p>\n
(e) as of the exercise of the Sale Option and the Sale Date,
\nthere shall be no Lease Event of Default or Bankruptcy Default continuing;<\/p>\n
(f) as of the exercise of the Sale Option, there shall be no
\ndefault described in Section 18.1(c) or Section 18.1(e) that has continued
\nbeyond 180 days after the giving of notice to Lessee by Lessor or the Collateral
\nAgent.<\/p>\n
If, after Lessee shall have given a Sale Notice in accordance with Section 7.1,
\n(i) any of the foregoing conditions (a), (c), or (d) is not satisfied on or
\nprior to the Sale Date, then Lessee shall be deemed to have exercised the
\nPurchase Option as of the Sale Date or (ii) any of the foregoing conditions (b),
\n(e) or (f) is not satisfied on or prior to the Sale Date, then a Lease Event of
\nDefault shall have occurred hereunder.<\/p>\n
ARTICLE VIII.
\n LIENS<\/p>\n
SECTION 8.1. Lessee Obligation to Discharge Liens. Lessee
\nshall not directly or indirectly create, incur, assume or suffer to exist any
\nLien on or with respect to the Properties, the Alterations, the Rent, title
\nthereto or any interest therein, which arises for any reason, including all
\nLiens<\/p>\n
-7-
\n 13
\nwhich arise out of the possession, use, occupancy, construction, repair or
\nrebuilding of the Properties or by reason of labor or materials furnished or
\nclaimed to have been furnished with respect to the Properties, except Permitted
\nLiens. Lessee shall promptly, at its own expense, take such action as may be
\nnecessary to discharge or eliminate or bond in a manner reasonably satisfactory
\nto Lessor and Collateral Agent any such Lien (other than Permitted Liens).<\/p>\n
SECTION 8.2. Lessor’s Notice to Potential Lienors. Nothing
\ncontained in this Lease shall be construed as constituting the consent or
\nrequest of Lessor, express or implied, to or for the performance by any
\ncontractor, laborer, materialman, or vendor of any labor or services or for the
\nfurnishing of any materials for any construction, alteration, addition, repair
\nor demolition of or to the Properties or any part thereof, which would result in
\nany liability of Lessor for payment therefor. Notice is hereby given that none
\nof Lessor, the Investors nor the Lenders will be liable for any labor, services
\nor materials furnished or to be furnished to Lessee, or to anyone holding an
\ninterest in the Properties or any part thereof through or under Lessee, and that
\nno mechanics or other Liens for any such labor, services or materials shall
\nattach to or affect the interest of Lessor, the Investors or the Lenders in and
\nto the Properties.<\/p>\n
SECTION 8.3. Lessee’s Right to Encumber Lessee’s Property.
\nLessee may from time to time own, hold under lease from Persons other than
\nLessor and encumber, grant security interests in and otherwise hypothecate in
\nfavor of Persons other than Lessor inventory, furnishings, furniture, trade
\nfixtures, leasehold improvements, equipment and other personal property located
\non or about the Properties (and not purchased from Advances) (“Lessee’s
\nProperty”), which shall not be subject to this Lease or to any Lien in favor of
\nLessor (including any such Lien as may arise by operation of Applicable Laws).
\nLessor shall from time to time, upon the reasonable request of Lessee, promptly
\nacknowledge in writing to Lessee and other Persons that Lessor does not own or
\nhave, and waives, any lien or other right or interest in or to any of Lessee’s
\nProperty.<\/p>\n
SECTION 8.4. Granting of Easements. Provided that no Lease
\nEvent of Default or Bankruptcy Default is continuing, Lessor will join with
\nLessee from time to time at the request of Lessee (and at Lessee’s sole cost and
\nexpense) to (i) subject to the terms of Article XIV, sell, assign, convey or
\notherwise transfer an interest in the Properties to any Person legally empowered
\nto take such interest under the power of eminent domain, (ii) grant easements,
\nlicenses, rights of way and other rights and privileges in the nature of
\neasements, (iii) release existing easements and appurtenances which benefit the
\nProperties, (iv) subject to the terms of Article XIV, dedicate or transfer
\nunimproved portions of the Properties for road, highway or other public
\npurposes, (v) execute petitions to have the Properties annexed to any municipal
\ncorporation or utility district, (vi) execute any amendment, termination or
\nsupplement of or to any Land Agreement, or a new Land Agreement, and (vii)
\nexecute and deliver any instrument necessary or appropriate to make or confirm
\nsuch grants, releases or other actions described above in this Section 8.4 to
\nany Person; provided that Lessor shall not be required to take any such action,
\nand Lessee shall not effect any such action or grant, release, dedication,
\ntransfer or amendment, unless Lessor shall have received a certificate of an
\nauthorized officer of Lessee stating that such grant or release, or such
\ndedication, transfer or amendment, as the case may be, shall not materially
\nreduce below the Lease Balance the fair market value of the Properties and the
\nProperties shall comply with all Applicable Laws after such grant or release, or
\nsuch dedication, transfer or amendment, as the case may be.<\/p>\n
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\n 14
\n ARTICLE IX.
\n MAINTENANCE; ALTERATIONS; TAXES; LEGAL COMPLIANCE<\/p>\n
SECTION 9.1. Maintenance and Repair; Utility Charges.<\/p>\n
(a) Lessee shall at all times, (i) maintain the Properties and
\nall components thereof in good order, repair and condition, subject to ordinary
\nwear and tear and, as to the Office Tower (but subject to Lessee’s right to
\nchange the use of the Office Tower in accordance with Section 10.1(b)), in the
\nsame manner as other “Class A” office towers in the locale of the Properties,
\n(ii) except to the extent Section 9.5 shall apply, maintain the Properties in
\naccordance with and otherwise comply with all Applicable Laws and (iii) make any
\nand all repairs of the Properties necessary or appropriate to keep the same in
\nthe condition required by the preceding clauses (i) and (ii), whether interior
\nor exterior, structural or nonstructural, ordinary or extraordinary, foreseen or
\nunforeseen.<\/p>\n
(b) Lessor shall not be required to maintain, repair, replace,
\nalter, remove or rebuild all or any part of the Properties, and Lessee waives
\nany right that it may now have or hereafter acquire to (i) require Lessor to
\nmaintain, repair, replace, alter, remove or rebuild all or any part of the
\nProperties or (ii) make repairs (whether or not at the expense of Lessor)
\npursuant to any Applicable Laws, insurance requirements, contract, agreement or
\ncovenant in effect at any time during the Lease Term.<\/p>\n
(c) Lessee shall pay or cause to be paid all charges for
\nelectricity, power, gas, oil, water, telephone, sanitary sewer and all other
\nrents and utilities used in or on the Properties during the Lease Term. Lessee
\nshall be entitled to receive any credit or refund with respect to any utility
\ncharge paid by Lessee and received by Lessor on account thereof, net of the
\ncosts and expenses reasonably incurred by Lessor in obtaining such credit or
\nrefund, and, upon receipt by Lessor thereof, such credit or refund shall be
\npromptly paid over to Lessee.<\/p>\n
SECTION 9.2. Alterations.<\/p>\n
(a) Lessee may, without the consent of Lessor, at Lessee’s
\nsole cost and expense, make Alterations to the Properties, so long as, subject
\nto Section 9.2(d), such Alterations do not materially reduce the fair market
\nvalue thereof below the Lease Balance. Subject to the terms of the foregoing
\nproviso, Lessee shall have the right to change and\/or seek variances, exceptions
\nand other exemptions in respect of the Applicable Laws (including building
\nand\/or zoning laws, regulations and agreements) relating to the Properties or
\nany portion thereof.<\/p>\n
(b) Lessee shall make all Alterations to each Property
\nrequired so as to cause the same to comply with Applicable Laws, and the
\nlimitations on Lessee’s right to make Alterations contained in Section 9.1(a)
\nand Section 9.1(d) shall not be applicable to such Alterations, regardless of
\ntheir effect on the fair market value thereof.<\/p>\n
(c) Lessee shall cause any Alterations to be done and
\ncompleted in a good and workmanlike manner, free from faults and defects, and in
\ncompliance with all Applicable Laws. Lessee shall be responsible for the acts
\nand omissions of all of its employees and all other Persons performing any of
\nthe Alterations.<\/p>\n
-9-
\n 15
\n (d) Upon Lessee’s request (such request, a “Notice of
\nAlteration”), Lessor shall notify Lessee whether, in Lessor’s judgment, an
\nAlteration proposed by Lessee would materially reduce below the Lease Balance
\nthe fair market value of the Properties. Each Notice of Alteration shall be
\naccompanied with reasonably detailed plans and specifications. If Lessor in good
\nfaith determines that such Alterations will materially reduce below the Lease
\nBalance the fair market value of the Properties, Lessor shall give notice of its
\nobjection (a “Notice of Objection”) within fifteen (15) Business Days after
\nLessor’s receipt of a Notice of Alterations. If Lessor and Lessee cannot agree
\nwhether or not such Alterations would materially reduce below the Lease Balance
\nthe fair market value of the Properties within fifteen (15) Business Days after
\nLessee’s receipt of a Notice of Objection, an Appraiser reasonably acceptable to
\nLessor and Lessee shall resolve the dispute by appraising the Properties both
\nwith and without such Alterations. Lessee shall pay any and all reasonable
\nout-of-pocket costs, including reasonable attorneys’ fees (collectively
\n“Arbitration Costs”) incurred by Lessor or Lessee in connection with any such
\ndispute between the parties. If Lessor shall prevail in any such dispute (and
\neven prior to the resolution of such dispute), Lessee nevertheless may proceed
\nto make such Alterations, provided that, in so proceeding, if Lessor shall have
\nprevailed in such dispute (or if ultimately Lessor prevails in such dispute),
\nLessee shall be deemed to have covenanted hereunder, at Lessee’s own cost and
\nexpense, (x) to remove such Alteration by not later than the Lease Term
\nExpiration Date or earlier termination of this Lease, (y) to repair any material
\ndamage to the Properties caused by such removal and (z) to restore in all
\nmaterial respects the affected portion of the Properties to substantially the
\nsame condition as existed prior to such Alterations being made. If Lessor shall
\nfail to provide a Notice of Objection within such fifteen (15) Business
\nDay-period, or if such dispute is resolved in Lessee’s favor, Lessee shall not
\nbe required to restore the Properties as provided in the preceding sentence and
\nLessee shall have no obligation to remove such Alteration or restore the
\nPremises at the end of the Term under this Section 9.2(d), notwithstanding
\nSection 9.1(b) or 10.1(e).<\/p>\n
(e) In accordance with and subject to the terms of Section
\n6.15 of the Participation Agreement, at Lessee’s request, Lessor may, as
\nprovided therein, provide Lessee with funds to pay the costs of Alterations.<\/p>\n
SECTION 9.3. Title to Alterations. Title to Alterations shall
\nimmediately and without further act vest in Lessor and shall be deemed to
\nconstitute a part of the Properties and be subject to this Lease in any of the
\nfollowing cases:<\/p>\n
(a) such Alteration shall be in replacement of or in
\nsubstitution for a portion of the Properties;<\/p>\n
(b) such Alteration shall be required to be made pursuant to
\nthe terms of Section 9.1(a) or Section 9.2(b);<\/p>\n
(c) such Alteration shall be Nonseverable; and<\/p>\n
(d) such Alteration shall be severable and paid for (i.e.,
\nwith debt and\/or equity) by Lessor.<\/p>\n
Lessee shall, at Lessor’s request, execute and deliver any deeds or assignments
\nreasonably necessary to evidence the vesting of title in and to such Alterations
\nin Lessor. If an Alteration is not within any of the<\/p>\n
-10-
\n 16
\ncategories set forth in clauses (a) through (d) of this Section 9.3, then title
\nto such Alteration, as well as any item for which substitution or replacement is
\nmade as contemplated in Section 9.3(a), shall vest in Lessee. So long as removal
\nthereof shall not result in the violation of any Applicable Laws or this Lease,
\nall Alterations to which title shall vest in Lessee as aforesaid may be removed
\nat any time by Lessee, provided that Lessee shall, at its expense, repair any
\nmaterial damage to the Properties caused by the removal of such Alteration and
\nshall restore in all material respects the affected portion of the Properties in
\naccordance with Section 9.1(a).<\/p>\n
SECTION 9.4. Location. Lessee shall not remove, or permit to
\nbe removed, the improvements and equipment comprising the Properties or any part
\nthereof without the prior written consent of Lessor, except that Lessee or any
\nother Person may remove (a) any Alteration with respect to which title has
\npassed to or remained with Lessee in accordance with the provisions of Section
\n9.3, (b) any part of the Properties constructed on a temporary basis for the
\npurpose of repair or maintenance thereof, (c) any part of a Property which has
\nbeen replaced by another part which has become subject to this Lease and the
\nLien of the Mortgage; (d) any part of the Properties which in Lessee’s good
\nfaith judgment has become obsolete, whereupon such obsolete part shall cease to
\nbe subject to this Lease and the Lien of the Mortgage; and (e) any part the
\nremoval of which would not, or as to the removal of which Lessor has agreed (or
\nis deemed to have agreed) under Section 9.2(e) would not, materially reduce
\nbelow the Lease Balance the fair market value of the Properties (after taking
\ninto account such removal); provided that Lessee repairs any material damage to
\nthe Properties caused by such removal.<\/p>\n
SECTION 9.5. Permitted Contests. Provided no Lease Event of
\nDefault or Bankruptcy Default is continuing, Lessee shall not be required to
\ncomply with any Applicable Law or Land Agreement so long as it is engaged in a
\nPermitted Contest with respect thereto. At Lessee’s expense, Lessor shall
\ncooperate fully with Lessee in connection with any such test, challenge, appeal
\nor proceeding and, at Lessee’s request, will join in the proceedings or permit
\nthe proceedings to be brought in Lessor’s name. The terms of this Section 9.5
\nshall qualify each provision of this Lease that impose a compliance obligation
\non Lessee (other than an obligation to any Indemnitee), regardless of whether
\nsuch provision shall expressly make reference to this Section 9.5.<\/p>\n
SECTION 9.6. Environmental Compliance.<\/p>\n
(a) Lessee shall comply at all times with Environmental Laws
\nwith respect to the Properties, and no Hazardous Material shall be brought onto,
\npermitted to exist or remain at or upon, or stored, or disposed of from or used,
\nat the Properties by Lessee or any of its employees, agents, independent
\ncontractors, licensees, subtenants or invitees in violation of any Applicable
\nLaws, or in such manner as would result in any liability under any Applicable
\nLaws (with the exception of materials used or stored in connection with the
\noperation or maintenance of the property and in compliance with all
\nEnvironmental Laws). Lessee shall hold harmless, indemnify and defend the
\nIndemnitees from and against any Environmental Damages resulting from any breach
\nof the covenants set forth in this Section 9.6 and from all Environmental
\nDamages, except for, in the case of any particular Person indemnified under this
\nSection 9.6, Environmental Damages caused by the gross negligence or the willful
\nmisconduct of such Person. Lessee’s indemnification obligation hereinabove set
\nforth shall survive the expiration or earlier termination of this Lease.<\/p>\n
-11-
\n 17
\n (b) The indemnity contained in Section 9.6(a) shall
\nspecifically include the direct obligation of Lessee to promptly perform any
\ninvestigatory and\/or remedial or other activities required, ordered or
\nrecommended by any Governmental Authority, or as otherwise necessary to avoid
\ninjury or liability to any person or property, to prevent the spread of any
\nHazardous Materials, or to provide for the continued safe operation of the
\nProperties (the “Remedial Work”). Without waiving any of its rights pursuant to
\nthe indemnity described in Section 9.6(a), upon failure of Lessee to perform the
\nRemedial Work in a reasonably prompt manner (subject to Lessee’s rights under
\nSection 9.5). Lessor may, at its option and in its sole discretion, commence
\nsuch work itself in compliance with Environmental Laws, and Lessee shall pay all
\nreasonable costs thereby incurred.<\/p>\n
(c) Without limiting Lessee’s obligations under Section 9.6(a)
\nor any other provision of this Lease, Lessee shall be solely and completely
\nresponsible for responding to and complying with any administrative notice,
\norder, request or demand, or any third-party claim or demand relating to the
\npotential or actual presence of Hazardous Materials on the Properties, except
\nwhere the contamination was caused solely by Lessor. The responsibility
\nconferred under this Section 9.6(c) includes responding to such orders on behalf
\nof Lessor and defending against any assertion of Lessor’s financial
\nresponsibility or individual duty to perform under such orders.<\/p>\n
(d) Lessee shall promptly notify Lessor upon the issuance to
\nLessee or (after Lessee’s actual knowledge thereof) to any occupant or user of
\nthe Properties of any written notice from a Governmental Authority or other
\nPerson of a pending (or, if such notice is from a Governmental Authority,
\nthreatened) investigation as to whether Lessee’s (or any other Person’s)
\noperations on the Properties are not in compliance with any Applicable Law.<\/p>\n
(e) “Environmental Damages” shall mean all claims, suits,
\njudgments, damages (including punitive damages), losses, penalties, fines,
\nliabilities (including, but not limited to, strict liability), encumbrances and
\nLiens, and any other costs and expenses, of any kind or nature whatsoever,
\nwhether direct or indirect, joint or several, resulting from (i) any Hazardous
\nMaterial existing, released, or threatened to be released, on, in, under, or
\nnear the Properties, whether known or unknown and whether arising from historic
\nor threatened future releases of Hazardous Materials, or (ii) any violation or
\nalleged violation of any Environmental Law, in either case, including any
\nattorneys’ fees, disbursements, consultants’ fees and other costs resulting from
\n(A) investigation and defense of any alleged claim or demand by any third party,
\n(B) claims or directives, notices or requests of any Governmental Authorities,
\nwhether or not the claims or directives, notices or requests are groundless,
\nfalse or fraudulent or ultimately defeated, (C) any settlements or judgments to
\nwhich Lessee is a party, and (D) rendering the Properties in compliance with
\nApplicable Laws.<\/p>\n
SECTION 9.7. Compliance with Applicable Laws. During the Lease
\nTerm, at Lessee’s expense, Lessee shall cause the Properties to comply with all
\nApplicable Laws, whether or not such Applicable Laws shall necessitate
\nstructural changes and\/or improvements and\/or interfere with the use and
\nenjoyment of the Properties, subject to Section 9.5. Lessee shall also procure,
\npay for and maintain all permits, licenses, approvals, certificates and other
\nauthorizations necessary for the operation of its business at the Properties
\nfrom time to time and its lawful use and occupancy of the Properties in
\nconnection therewith, subject to Section 9.5.<\/p>\n
-12-
\n 18
\n SECTION 9.8. Ground Sublease and Land Agreements Compliance.
\nSubject to Section 9.5, Lessee shall comply with, and shall fully and promptly,
\nat its own cost and expense, perform all obligations of Lessor under the Ground
\nSublease and any restrictive covenant, deed restriction or easement of record,
\nas well as any environmental land use restriction recorded against the Land, to
\nthe extent relating to the Properties (collectively, “Land Agreements”),
\nincluding the payment of all amounts owed by Lessor thereunder. For so long as
\nno Event of Default shall have occurred and be continuing, Lessee may exercise
\nall rights, privileges and remedies available to Lessor under the Ground
\nSublease and Land Agreements<\/p>\n
SECTION 9.9. Lessee’s Right to Enforce Warranties. Provided no
\nLease Event of Default or Bankruptcy Default shall have occurred and be
\ncontinuing, Lessee (including through its designees), at Lessee’s expense, shall
\nhave the right to assert all of Lessor’s rights (if any) under any applicable
\nwarranty and any other claim that Lessee or Lessor may have under any agreements
\npertaining to the construction and\/or modification of the Properties, as well as
\nany other rights and claims that may exist by operation of law. Lessor agrees to
\ncooperate with Lessee, at Lessee’s expense, in asserting such rights.<\/p>\n
SECTION 9.10. Real Estate Taxes. Subject to Lessee’s right in
\nrespect of Permitted Contests, Lessee shall pay all real estate ad valorem and
\npersonal property taxes owed in respect of the Properties or any portion
\nthereof, as well as any payments due under the Financial Agreements.<\/p>\n
ARTICLE X.
\n USE AND NAMING OF PROPERTY<\/p>\n
SECTION 10.1. Use.<\/p>\n
(a) The Properties may be used for any lawful purpose. Lessee
\nshall not use or permit the use of the Properties or any part thereof for any
\npurpose or in any manner in violation of any Applicable Laws, subject to the
\nterms of Section 9.5. Subject to Lessee’s compliance with its obligations under
\nSection 9.1(a), Lessee shall be under no obligation to occupy or otherwise use
\nthe Properties.<\/p>\n
(b) If Lessee shall change the use of the Office Tower from an
\noffice tower and uses incidental thereto or the use of the Conference\/Training
\nCenter from a conference center, hotel and uses related thereto, and such change
\nof use materially reduces the fair market value of the Properties below the
\nLease Balance, then at the Lease Term Expiration Date, unless Lessee shall have
\nexercised the Purchase Option, Lessee shall indemnify Lessor for any loss in
\nfair market value resulting from such change in use relative to the fair market
\nvalue of the Properties if such change in use had not been effected.<\/p>\n
SECTION 10.2. Naming of the Properties. Lessee shall have the
\nsole and exclusive right during the Lease Term, at any time and from time to
\ntime, to select the name or names of the Properties or any part thereof, as well
\nas the sole and exclusive right to determine not to use any name in connection
\nwith one or more portions of the Properties, as well as all rights in respect of
\nsignage for or in connection with the Properties. Lessor shall not have or
\nacquire any right or interest with respect to any such name or names used at any
\ntime by Lessee.<\/p>\n
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\n 19
\n ARTICLE XI.
\n INSURANCE<\/p>\n
SECTION 11.1. Self-Insurance. Lessee shall not be required
\nhereunder to maintain any insurance in respect of the Properties, including any
\nproperty or liability insurance, but may, in its sole discretion, elect to
\nmaintain insurance in such amounts and with such deductibles, with such
\ncoverages and endorsements and from such carriers as Lessee may from time to
\ntime determine. If Lessee in its sole discretion elects to obtain liability
\ninsurance, then Lessee shall name Lessor and the Participants as additional
\ninsureds (but such obligation shall not be deemed to imply any obligation on the
\npart of Lessee to maintain such insurance or any other obligation in respect of
\nsuch insurance).<\/p>\n
ARTICLE XII.
\n RETURN OF LEASED PROPERTY TO LESSOR<\/p>\n
SECTION 12.1. Nature of Return. Unless Lessor’s Interests are
\nthen being transferred to Lessee or its designee pursuant to this Lease, Lessee
\nshall, on the expiration or earlier termination of this Lease, and at its own
\nexpense, return the Properties to Lessor by surrendering the same into the
\npossession of Lessor: (a) free and clear of all Liens, except that Lessee shall
\nhave no responsibility or liability in respect of: (i) Lessor Liens, (ii) the
\nLien of the Mortgage, (iii) Liens described in clause (a) of the definition of
\nPermitted Liens (other than rights and interests of Lessee under the Operative
\nDocuments), and (iv) Liens described in clauses (f), (g) and (h) of the
\ndefinition of “Permitted Liens”; (b) the Final Completion Work shall have been
\ncompleted; and (c) in the condition required by this Lease. All Alterations the
\ntitle to which has not been vested in Lessor hereunder that is not removed by
\nLessee at or prior to the expiration or earlier termination of this Lease shall
\nbe deemed abandoned in place by Lessee and shall become the property of Lessor.
\nLessee shall have no obligation to remove any Alterations (i) required (at the
\ntime of installation in the Properties or at the end of the Lease Term) by
\nApplicable Laws or insurance requirements or (ii) included in the Properties at
\nthe Lease Commencement Date. Except as required under Section 9.2(d) and as
\npermitted under Section 10.1, Lessee may not remove any Nonseverable
\nAlterations. Lessee shall assign to Lessor any and all assignable warranties,
\nlicenses and permits relating to the property surrendered to Lessor which extend
\nbeyond the expiration or earlier termination of this Lease, such assignment to
\nbe without representation, warranty or recourse of any sort whatsoever.<\/p>\n
SECTION 12.2. Site Assessment. Not earlier than two hundred and
\nseventy (270) days and not later than one hundred (100) days prior to the Lease
\nTerm Expiration Date, Lessee shall, at Lessee’s expense, deliver to Lessor an
\nenvironmental site investigation and assessment (the “Site Assessment”)
\nsubstantially conforming to the requirements of ASTM 1527-E Phase I or any then
\nsuccessor thereto and Lessee shall cause to be performed by the Lease Term
\nExpiration Date such additional testing, reporting and remediation as is
\nreasonably and specifically recommended by such report (such report, together
\nwith such additional report, if any, shall be collectively referred to as the
\n“Environmental Report”); provided that Lessee shall have no obligation to
\nconduct a Site Assessment or cause an Environmental Report to be prepared if
\nLessee shall have exercised the Purchase Option or Lessor shall have contracted
\nfor the sale of the Properties pursuant to an agreement that is scheduled to
\nclose not later than the Lease Term Expiration Date for an amount at least equal
\nto the Lease Balance.<\/p>\n
ARTICLE XIII.<\/p>\n
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\n 20
\n ASSIGNMENT<\/p>\n
SECTION 13.1. Right to Assign. So long as no Lease Event of
\nDefault or Bankruptcy Default is continuing, Lessee may assign this Lease to any
\nPerson without the consent of Lessor. Any assignee shall assume any obligations
\nof Lessee arising from and after the effective date of the assignment.
\nNotwithstanding the assignment by Lessee of this Lease, such assignment shall
\nnot release Lessee from its primary liability for the performance of its duties
\nand obligations under the Operative Documents to which it is a party, and the
\nLessee named herein (and all subsequent assignees) shall continue to be
\nobligated for all obligations of “Lessee” in this Lease or in any other
\nOperative Document, which obligations shall continue in full effect as
\nobligations of a principal and not of a guarantor or surety, as though no
\nassignment had been made. Any assignor of this Lease who so requests in writing
\nof Lessor will have the right, subsequent to any assignment (a) to receive a
\nduplicate copy of each notice of default sent by Lessor to the assignee
\nhereunder (and no such notice shall be effective as against the assignee, as
\nwell as any subsequent assignees, unless and until such copy has been delivered
\nto the assignor), and (b) to cure any default by such assignee under the Lease
\nwithin the cure period provided for hereunder. To the extent an assignor of this
\nLease performs on behalf of Lessee the obligations of Lessee hereunder, such
\nassignor shall be subrogated to the rights of Lessor (provided that any claim by
\nsuch assignor shall be subordinate to any claim of Lessor).<\/p>\n
ARTICLE XIV.
\n LOSS DESTRUCTION, CONDEMNATION OR DAMAGE<\/p>\n
SECTION 14.1. Event of Loss.<\/p>\n
(a) If an Event of Loss shall occur (other than an Event of
\nLoss described in Section 14.1(b) below), Lessee shall give Lessor prompt
\nwritten notice of such occurrence, and Lessee may elect one of the following
\noptions (it being agreed that if Lessee shall fail to notify Lessor of its
\nelection as between the following clauses (i) and (ii) within one hundred and
\neighty (180) days after the occurrence of the Event of Loss, then Lessee shall
\nbe deemed to have elected the option set forth in the following clause (i)):<\/p>\n
(i) Lessee may elect to purchase Lessor’s Interests on
\n a date occurring not less than ten (10) days after the date such
\n election is made, for a purchase price equal to the sum of (A) Lease
\n Balance, determined as of such Payment Date, plus, without duplication,
\n (B) all Rent due and owing as of such Payment Date; or<\/p>\n
(ii) Lessee may restore and rebuild the Properties so
\n as to restore the same to their fair market value, utility and useful
\n life immediately prior to such Event of Loss.<\/p>\n
(b) If an Event of Loss of the type described in clause (y) or
\n(z) of the definition “Event of Loss” shall occur, Lessee shall give Lessor
\nprompt written notice of such occurrence, and Lessee may elect one of the
\nfollowing options (it being agreed that if Lessee shall fail to notify Lessor of
\nits election as between the following clauses (i) and (ii) within one hundred
\nand eighty (180) days after the occurrence of such Event of Loss, then Lessee
\nshall be deemed to have elected the option set forth in the following clause
\n(i)):<\/p>\n
-15-
\n 21
\n (i) Lessee may elect to purchase Lessor’s Interests on
\n a date occurring not less than ten (10) days after the date such
\n election is made, for a purchase price equal to the sum of (A) Lease
\n Balance, determined as of such Payment Date, plus, without duplication,
\n (B) all Rent due and owing as of such Payment Date; or<\/p>\n
(ii) Lessee may pay the Permitted Lease Balance and all
\n other amounts otherwise then due and owing, which, together with the
\n condemnation proceeds and any sales proceeds from the sale of the
\n remaining portion of the Properties, shall be distributed in accordance
\n with Article X of the Participation Agreement. Lessee shall have the
\n right to act as exclusive agent for Lessor in connection with any such
\n sale of the remaining portion of the Properties. Lessee, as exclusive
\n agent for Lessor, shall attempt to sell Lessor’s Interests to the
\n Person submitting the cash bid that will result in the highest Net Sale
\n Proceeds, provided that:<\/p>\n
(x) Lessee is hereby granted the irrevocable right
\n to accept any such bid if a sale of Lessor’s Interests pursuant
\n to such bid would result in Lessor receiving an amount equal to
\n the Lease Balance (taking into account any Residual Value
\n Guaranty Amount payments to be made by Lessee and any other
\n amounts paid to Lessor under Article X of the Participation
\n Agreement); and<\/p>\n
(y) Lessee shall be required to obtain Lessor’s
\n approval to the sale of Lessor’s Interests pursuant to any such
\n bid if a sale of Lessor’s Interests pursuant thereto would
\n result in Lessor receiving an amount less than the Lease
\n Balance (taking into account any Residual Value Guaranty Amount
\n payments to be made by Lessee and any other amounts paid to
\n Lessor under Article X of the Participation Agreement),
\n provided that Lessor’s approval shall not be unreasonably
\n withheld or delayed and shall be based upon whether the bid in
\n question is for the Fair Market Value of the Properties; and<\/p>\n
(z) Lessor and its Affiliates (including the
\n Equity Investors and their Affiliates) shall have the right
\n submit bids for the Properties.<\/p>\n
(c) Notwithstanding anything that might be contained herein or
\nin the Mortgage, Assignment of Leases, the Security Agreement or other Operative
\nDocument, all insurance proceeds or condemnation awards received in respect of
\nany Property shall be paid solely to Lessee, unless a Lease Event of Default or
\nBankruptcy Default shall have occurred and be continuing, in which event, the
\nCollateral Agent shall hold such proceeds or awards for application in
\nsatisfaction of Lessee’s obligations hereunder or, upon the cure of such Lease
\nEvent of Default or Bankruptcy Default, for payment to Lessee. Lessee’s failure
\nto maintain insurance shall not relieve Lessee of any of Lessee’s obligations
\nhereunder to restore the Properties following any Casualty or Condemnation.<\/p>\n
(d) Nothing in this Article XIV shall be construed to prevent
\nLessee from pursuing and collecting a condemnation award or other compensation
\nor settlement payment in respect of its loss and damages resulting from any
\ncondemnation or taking.<\/p>\n
SECTION 14.2. Application of Net Proceeds When Lease Continues;
\nRepair and Restoration. Payments (except for payments under insurance policies
\nmaintained by Lessor) received at any time by Lessor or Lessee from any
\nGovernmental Authority, any insurer or any other Person with <\/p>\n
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\n 22
\nrespect to (x) an Event of Loss in a case in which this Lease will not terminate
\nbecause Lessee has elected Section 14.1(a)(ii) or (y) a Condemnation or Casualty
\nshall be applied as follows:<\/p>\n
(a) first, to Lessee, as necessary, for the repair or
\n restoration of the affected portions of the Properties,<\/p>\n
(b) second, to Lessor, in reduction of the Lease
\n Balance until the same has been reduced to zero, and<\/p>\n
(c) third, to Lessee;<\/p>\n
provided that if a Lease Event of Default or Bankruptcy Default is continuing,
\nthe Net Proceeds shall be paid to the Collateral Agent, and such party shall
\napply such proceeds in satisfaction of any of Lessee’s obligations under this
\nLease and, when no Lease Event of Default or Bankruptcy Default is continuing,
\nthe remaining proceeds shall be paid as set forth above in clauses (a), (b) and
\n(c).<\/p>\n
If, after a Casualty or Condemnation, or if, after an Event of
\nLoss, Lessee shall elect the option provided in Section 14.1(ii), then this
\nLease shall continue in full force and effect and Lessee shall, at Lessee’s own
\ncost and expense and in accordance with the applicable provisions of Article IX,
\nproceed with reasonable diligence and promptness to carry out any necessary
\ndemolition and to restore, repair, replace and\/or rebuild the Properties in
\norder to restore the same, to the extent it is reasonably practicable, to the
\ncondition, utility and value of the Properties immediately prior to such
\nCasualty or Condemnation or Event of Loss (assuming the Properties is maintained
\nas required hereunder). All such repair and restoration shall be effected by
\nLessee in compliance with the requirements of Section 9.2.<\/p>\n
SECTION 14.3. Application of Proceeds. In case of a
\nCondemnation or Casualty or in the case of an Event of Loss that does not result
\nin a termination of this Lease in accordance with the above provisions of this
\nArticle XIV, this Lease shall remain in full force and effect, without any
\nabatement or reduction of Base Rent.<\/p>\n
SECTION 14.4. Application of Proceeds from a Temporary Taking.
\nAll Net Condemnation Proceeds from a temporary taking shall, to the extent
\nresulting from the taking of use during the Lease Term, be paid to Lessee, and
\nto the extent awarded with respect to use of a Property for any time period
\nafter the expiration or termination of the Lease Term shall be paid as follows:
\n(a) if Lessee has elected to purchase Lessor’s Interests, to Lessee or its
\ndesignee or (b) if Lessee has not elected to purchase Lessor’s Interests, to
\nLessor in reduction of the related Lease Balance until the same has been reduced
\nto zero, and thereafter to Lessee.<\/p>\n
SECTION 14.5. Other Dispositions. Notwithstanding the foregoing
\nprovisions of this Article XIV, so long as a Bankruptcy Default or Lease Event
\nof Default shall be continuing, any amount that would otherwise be payable to or
\nfor the account of or that would otherwise be retained by, Lessee pursuant to
\nthis Article XIV or Section 7.2 shall be paid to the Collateral Agent (or to
\nLessor when the Indebtedness shall not be outstanding as security for the
\nobligations of Lessee under this Lease and, at such time thereafter as the Lease
\nEvent of Default shall have been waived in writing or no longer be continuing,
\nsuch amount shall be paid promptly to Lessee.<\/p>\n
-17-
\n 23
\n SECTION 14.6. Negotiations. In the event any part of the
\nProperties becomes subject to Condemnation, Casualty or Event of Loss, Lessee
\nshall give notice thereof to Lessor promptly after Lessee has knowledge thereof
\nand Lessee shall control (and have the right to settle and compromise) the
\nnegotiations with the relevant Governmental Authority or insurance carriers
\nunless a Lease Event of Default or Bankruptcy Default shall be continuing, in
\nwhich case Lessor (or if the Indebtedness is outstanding, the Collateral Agent)
\nmay elect to control such negotiations.<\/p>\n
ARTICLE XV.
\n CONVEYANCE OF LESSOR’S INTERESTS TO LESSEE<\/p>\n
SECTION 15.1. Terms of Conveyance. Upon the purchase of
\nLessor’s Interests by Lessee, including pursuant to Article V or Article XIV:<\/p>\n
(a) subject to the terms of Section 8.8 of the Participation
\nAgreement, the Lease Term shall end, and the obligations of Lessee hereunder
\n(other than any obligations expressed herein as surviving the termination of
\nthis Lease) shall terminate as of the date of such purchase, and<\/p>\n
(b) Lessor shall convey to Lessee (or its designee) Lessor’s
\nInterests and all rights, title and interest of Lessor in and to the Net
\nProceeds (if any), with a warranty against Lessor’s own acts and otherwise “as
\nis”, except specifically, free and clear of all Lessor Liens attributable to it
\n(and, except as may be provided for in Section 8.8 of the Participation
\nAgreement, the Lien of the Mortgage), but subject to any Liens created pursuant
\nto Section 9.8 or otherwise requested by or expressly consented to by Lessee.<\/p>\n
SECTION 15.2. Right of Lessee to Name Designee. In any instance
\nin which this Lease provides that Lessee may purchase Lessor’s Interests,
\nincluding pursuant to Article V, then Lessee shall have the right at any time
\nand from time to time to designate another Person as the purchaser of Lessor’s
\nInterests provided that Lessee may not convey the Purchase Option itself and may
\nnot delegate its obligations in respect of the payment of the Purchase Price,
\nexcept as provided in Section 12.17 of the Participation Agreement.<\/p>\n
SECTION 15.3. Costs of Conveyance. Lessee shall pay all
\ntransfer taxes, title insurance premiums, and other costs, fees and expenses
\nincurred in connection with any purchase in accordance with Article V or Article
\nXIV, including the recordation and filing charges for the satisfaction of the
\nMortgage. Lessee shall pay the reasonable out-of-pocket costs and expenses of
\nLessor and Lenders in connection with such purchase (including reasonable
\nattorneys’ fees and expenses).<\/p>\n
SECTION 15.4. Preference Legal Opinion. If, as of the date on
\nwhich Lessee purchases the Lessor’s Interest, there is a Lease Event of Default
\nor an event that with the passage of time would mature into a Lease Event of
\nDefault described Section 18.1(d), then, as a condition to the closing on the
\nPurchase Option, Lessee shall deliver to Lessor (a) an opinion of outside
\ncounsel that the closing on the Purchase Option would not constitute a
\npreference under the Bankruptcy Code, provided that such opinion may assume
\n(without independent investigation) that the value of the Properties purchased
\nis equal to or greater than the price paid to Lessor for such purchase, and (b)
\nif the opinion of counsel referred to in the immediately preceding clause (a)
\ncontains the assumption described in the <\/p>\n
-18-
\n 24
\nproviso contained in said clause (a), an appraisal of the Properties prepared by
\nan independent appraiser showing a fair market value thereof at least equal to
\nthe Lease Balance.<\/p>\n
ARTICLE XVI.
\n SUBLEASE<\/p>\n
SECTION 16.1. Subleasing Permitted; Lessee Remains Obligated.
\nProvided no Lease Event of Default or Bankruptcy Default shall have occurred and
\nbe continuing, Lessee may at any time and from time to time sublease the
\nProperties or any portion or portions thereof to any Person or permit the
\noccupancy of the Properties or any portion or portions thereof by any Person.
\nAny such sublease, sub-sublease, license, occupancy agreement or similar
\nagreement (each, a “Sublease”) shall not release Lessee from its primary
\nliability for the performance of its duties and obligations under the Operative
\nDocuments to which it is a party, and the Lessee named herein (and all
\nsubsequent assignees) shall continue to be obligated for all obligations of
\n“Lessee” in this Lease or in any other Operative Document, which obligations
\nshall continue in full effect as obligations of a principal and not of a
\nguarantor or surety, as though no Sublease had been made. Lessee shall have the
\nsole right to the receipt of revenues from any sublessees of the Properties, or
\nany portion thereof, and no Sublease has been or shall be assigned as collateral
\nto Lessor.<\/p>\n
SECTION 16.2. Provisions of Subleases. Subject to the terms of
\nany nondisturbance agreement between the sublessee and Lessor, each Sublease
\nshall provide that:<\/p>\n
(a) such Sublease is expressly subject and subordinate to this
\nLease;<\/p>\n
(b) such sublessee shall be obligated, at Lessor’s written
\nelection, to attorn to and recognize Lessor as the lessor under such Sublease,
\nwhereupon such Sublease shall continue as a direct lease between the sublessee
\nand Lessor upon all the terms and conditions of such Sublease;<\/p>\n
(c) as of the execution of the Sublease, the sublessee shall
\nnot be the “debtor” in any bankruptcy or insolvency proceeding; and<\/p>\n
(d) the Sublease shall not have a term that extends beyond the
\nLease Term Expiration Date (assuming a cancellation notice in accordance with
\nSection 6.1 has been given), except as provided in Section 16.3.<\/p>\n
SECTION 16.3. Nondisturbance Agreements.<\/p>\n
(a) Lessor and the Collateral Agent each agrees to enter into
\nnondisturbance agreements in the form of EXHIBIT C hereto if the following terms
\nand conditions are satisfied:<\/p>\n
(i) the long-term unsecured debt of the proposed
\n sublessee is rated not less than Investment Grade by one or more of the
\n Rating Agencies or, if the proposed sublessee is not rated, the
\n proposed sublessee has a net worth of five (5) times (or more) of the
\n present value of the scheduled base rents payable under the Sublease
\n for the entire term thereof (including renewals exercisable at the
\n sublessee’s option, which renewals, if they are at fair market value<\/p>\n
-19-
\n 25
\n (rather than a fixed amount), shall be assumed for these purposes to be
\n at the last specified base rent);<\/p>\n
(ii) the scheduled base rent shall not decrease at any
\n time during the term and shall be payable in level or increasing
\n installments and generally the Sublease (including the base-rent
\n payment terms) shall reflect market terms and shall contain
\n commercially reasonable provisions, as confirmed by an independent
\n appraiser;<\/p>\n
(iii) the sublessee may not be a Person that shall have
\n the benefits of sovereign immunity unless such benefits shall have been
\n effectively waived in favor of Lessor and its successors and assigns,
\n and the sublessee shall use the Properties in a manner consistent with
\n a Class A office building;<\/p>\n
(iv) the sublessee shall execute the agreement attached
\n hereto as EXHIBIT C pursuant to which the sublessee agrees to attorn to
\n a successor sublandlord;<\/p>\n
(v) the Sublease constitutes a sublease of at least one
\n (1) full floor; and<\/p>\n
(vi) the term of the Sublease shall not be less than five
\n (5) years or more than fifteen (15) years.<\/p>\n
(b) Lessee shall have the right to sublease all or any portion
\nof the Properties for a period beyond the Lease Term, and to obtain from Lessor
\na nondisturbance agreement in the form of EXHIBIT C hereto, provided that all of
\nthe conditions set forth above in Section 16.3(a) hereof shall have been
\nsatisfied and the term of such Sublease shall not extend more than ten (10)
\nyears beyond the fifth anniversary of the Lease Commencement Date.<\/p>\n
SECTION 16.4. Lessee Reimbursement of Expenses. Lessee shall
\npay or cause to be paid all actual, out-of-pocket third-party costs and expenses
\n(including reasonable attorneys’ fees and expenses) incurred by Lessor or the
\nCollateral Agent in connection with the request by Lessee for a nondisturbance
\nagreement.<\/p>\n
ARTICLE XVII.
\n INSPECTION<\/p>\n
SECTION 17.1. Inspection. Lessor shall have the inspection
\nrights with respect to the Properties as set forth in the Participation
\nAgreement.<\/p>\n
ARTICLE XVIII.
\n LEASE EVENTS OF DEFAULT<\/p>\n
SECTION 18.1. Defined. The following events shall constitute
\n“Lease Events of Default” (whether any such event shall be voluntary or in
\nvoluntary or come about or be effected by <\/p>\n
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\n 26
\noperation of law or pursuant to or in compliance with any judgment, decree or
\norder of any court or any order, rule or regulation of any Governmental
\nAuthority):<\/p>\n
(a) Lessee shall fail to make any payment of Base Rent or
\nResidual Value Guaranty Amount when due (Lessor will notify Lessee if such
\npayment is not received when due, but the failure to provide such notice shall
\nnot affect whether the same is a Lease Event of Default hereunder);<\/p>\n
(b) Lessee shall fail to make payment of any amount required
\nhereunder, other than any amount described in Section 18.1(a), and such failure
\nshall continue for a period of fifteen (15) days after notice of such failure to
\nLessee from Lessor or the Collateral Agent;<\/p>\n
(c) Lessee or Guarantor shall fail to timely perform or observe
\nany covenant or agreement (not otherwise specified in this Section 18.1) to be
\nperformed or observed by it hereunder or under any other Operative Document and
\nsuch failure shall have a Material Adverse Effect and shall continue for a
\nperiod of thirty (30) days after written notice thereof from Lessor or the
\nCollateral Agent; provided that the continuation of such failure for thirty (30)
\ndays or longer after such notice shall not constitute a Lease Event of Default
\nif (i) such failure cannot be cured within such thirty (30) day period, and (ii)
\nLessee or Guarantor is diligently pursuing the cure of such failure;<\/p>\n
(d) the commencement by Lessee or Guarantor of a voluntary case
\nunder any applicable bankruptcy, insolvency or other similar law now or
\nhereafter in effect, or Lessee or Guarantor shall have consented to the entry of
\nan order for relief in an involuntary case under any such law, or the failure of
\nLessee or Guarantor generally to pay its debts as such debts become due (within
\nthe meaning of the Bankruptcy Code), or the appointment of or taking possession
\nby a receiver, liquidator or other similar official for Lessee or Guarantor, or
\na general assignment by Lessee for the benefit of its creditors; or the filing
\nagainst Lessee or Guarantor of an involuntary petition in bankruptcy which
\nresults in an order for relief being entered or, notwithstanding that an order
\nfor relief has not been entered, the petition is not dismissed within ninety
\n(90) days of the date of the filing of the petition, or the filing under any law
\nrelating to bankruptcy, insolvency or relief of debtors of any petition against
\nLessee or Guarantor for reorganization, composition, extension or arrangement
\nwith creditors which either (i) results in a finding or adjudication of
\ninsolvency of Lessee or Guarantor or (ii) is not dismissed within ninety (90)
\ndays of the date of the filing of such petition;<\/p>\n
(e) any representation or warranty by Lessee or Guarantor in
\nthis Lease or in any Operative Document proves to have been false or inaccurate
\nwhen made and such falsity or inaccuracy shall have a Material Adverse Effect,
\nprovided that if such falsity or inaccuracy is reasonably susceptible of cure,
\nthen Lessee or Guarantor shall have until the thirtieth (30th) day after receipt
\nof written notice by Lessee from Lessor or the Collateral Agent to cure the
\nsame, provided such failure to cure within said thirty (30) days shall not
\nconstitute a Lease Event of Default if (i) such falsity or inaccuracy cannot be
\ncured within such thirty (30) day period and (ii) Lessee or Guarantor is
\ndiligently pursuing such cure;<\/p>\n
(f) GS & Co. shall default in its marketing obligations under
\nSection 3.01(d) of the Commercial Paper Placement Agreement of HSFC, or HSFC, by
\nreason of Section 3.1 (d) of the Administration Agreement, is unable to issue
\nCommercial Paper Notes, provided , in each case, that the same shall not
\nconstitute a Lease Event of Default if HSFC shall otherwise have sufficient
\nfunds to pay obligations owed in respect of its maturing Commercial Paper Notes;<\/p>\n
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\n 27
\n (g) the Lease Event of Default described in clause (ii) of the
\nlast sentence of Section 7.2 shall have occurred;<\/p>\n
(h) the GS Maturity Date (as defined in the LAPA), as the same
\nmay be modified or extended from time to time, with respect to any one or more
\nLiquidity Purchasers shall have occurred;<\/p>\n
(i) the Ground Lease shall terminate or shall cease to be in
\neffect by reason of a default by the Ground Lessor in its obligations
\nthereunder; or<\/p>\n
(j) GS shall default in the due performance and observance of
\nany of its obligations under Section 6.3(b) or (c) of the Participation
\nAgreement.<\/p>\n
SECTION 18.2. Remedies. Upon the occurrence of any Lease Event
\nof Default and at any time thereafter so long as the same shall be continuing,
\nLessor may (subject to Section 18.2 (h) and Section 18.2(i) below), at its
\noption, by notice to Lessee declare this Lease to be in default (and, if such
\nLease Event of Default is described in Section 18.1(d), then this Lease shall
\nautomatically be in default and no such declaration shall be required and the
\nterms of Section 18.2(i) shall be applicable) and do one or more of the
\nfollowing as Lessor in its sole discretion shall determine:<\/p>\n
(a) Lessor may, by notice to Lessee, rescind or terminate this
\nLease as of the date specified in such notice; however, (i) no reletting,
\nreentry or taking of possession of the Properties by Lessor will be construed as
\nan election on Lessor’s part to terminate this Lease unless a written notice of
\nsuch intention is given to Lessee, (ii) notwithstanding any reletting, reentry
\nor taking of possession, Lessor may at any time thereafter elect to terminate
\nthis Lease for a continuing Lease Event of Default, and (iii) no act or thing
\ndone by Lessor or any of its agents, representatives or employees and no
\nagreement accepting a surrender of the Properties shall be valid unless the same
\nbe made in writing and executed by Lessor;<\/p>\n
(b) Lessor may (i) demand that Lessee, and Lessee shall upon
\nthe written demand of Lessor, return the Properties promptly to Lessor in the
\nmanner and condition required by, and otherwise in accordance with all of the
\nprovisions of, Section 12.1 as if the Properties were being returned at the end
\nof the Lease Term, and Lessor shall not be liable for the reimbursement of
\nLessee for any costs and expenses incurred by Lessee in connection therewith and
\n(ii) without prejudice to any other remedy which Lessor may have for possession
\nof the Properties, enter upon the Properties and (to the exclusion of Lessee)
\ntake immediate possession of the Properties and expel or remove Lessee and any
\nother person who may be occupying the Properties (subject to the terms of any
\nnondisturbance agreements with Lessor in favor of any subtenants), by summary
\nproceedings or otherwise, all without liability to Lessee for or by reason of
\nsuch entry or taking of possession, whether for the restoration of damage to
\nproperty caused by such taking or otherwise and, in addition to Lessor’s other
\ndamages, Lessee shall be responsible for the reasonable costs and expenses of
\nreletting, including brokers fees and the costs of any repairs made by Lessor.
\nThe provisions of this Section 18.2(b) shall operate as a notice to quit and
\nshall be deemed to satisfy any other requirement or provisions of Applicable
\nLaws which may require Lessor to provide a notice to quit or of Lessor’s
\nintention to re-enter the Properties and any such requirements or provisions are
\nhereby waived by Lessee;<\/p>\n
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\n 28
\n (c) Lessor may sell all or any part of the Lessee Collateral at
\npublic or private sale, as Lessor may determine, free and clear of any rights of
\nLessee and without any duty to account to Lessee with respect to such action or
\ninaction or any proceeds with respect thereto (except to the extent contemplated
\nin clause (ii) of the next succeeding sentence if Lessor shall elect to exercise
\nits rights thereunder), in which event Lessee’s obligation to pay Base Rent
\nhereunder for periods commencing after the date of such sale shall be terminated
\nor proportionately reduced, as the case may be (except to the extent that Base
\nRent is to be included in computations under Section 18.2(e) if Lessor shall
\nelect to exercise its rights thereunder). If Lessor shall have sold all of the
\nLessee Collateral pursuant to the above terms of this Section 18.2(c), Lessor,
\nin lieu of exercising its rights under Section 18.2(e), may, if it shall so
\nelect, demand that Lessee pay to Lessor, and Lessee shall pay to Lessor, on the
\ndate of such sale, as liquidated damages for loss of a bargain and not as a
\npenalty (the parties agreeing that Lessor’s actual damages would be difficult to
\npredict, but the liquidated damages described below represent a reasonable
\napproximation of such amount), in lieu of Base Rent due for periods commencing
\non or after such date of sale, an amount equal to the excess (if any) of the
\nPermitted Lease Balance, computed as of such date of sale, over the net proceeds
\nof such sale;<\/p>\n
(d) Lessor may hold, keep idle or lease to others all or any
\npart of the Properties as Lessor in its sole discretion may determine, free and
\nclear of any rights of Lessee and without any duty to account to Lessee with
\nrespect to such action or inaction or for any proceeds with respect to such
\naction or inaction, except that Lessee’s obligation to pay Base Rent from and
\nafter the occurrence of a Lease Event of Default shall be reduced by the net
\nproceeds, if any, received by Lessor from leasing the Properties to any Person,
\nor allowing any Person (other than Lessee) to use the Properties for the same
\nperiods or any portion thereof;<\/p>\n
(e) Lessor may, whether or not Lessor shall have exercised or
\nshall thereafter at any time exercise any of its rights under Section 18.2(b) or
\n18.2(d), but only if Lessor’s Interests have not been sold under Section
\n18.2(c), demand, by written notice to Lessee specifying a date (the “Final
\nPayment Date”) not earlier than ten (10) days after the date of such notice,
\nthat Lessee pay to Lessor, and Lessee shall pay to Lessor, on the Final Payment
\nDate, as liquidated damages for loss of a bargain and not as a penalty and in
\nconsideration of the transfer of the Properties (the parties agreeing that
\nLessor’s actual damages would be difficult to predict, but the aforementioned
\nliquidated damages represent a reasonable approximation of such amount), in lieu
\nof Base Rent due on and after the Final Payment Date, an amount equal to the sum
\nof the Permitted Lease Balance as of the Final Payment Date and, without
\nduplication, any other Rent due and payable hereunder; upon payment of such sum,
\n(i) notwithstanding Section 18.2(h) below, if the Permitted Lease Balance is
\nequal to the Lease Balance, Lessor shall convey to Lessee the Properties without
\nrecourse or warranty but free and clear of all Lessor’s Liens and the Lien of
\nthe Mortgage and the other Operative Documents and (ii) if the Permitted Lease
\nBalance is less than the Lease Balance, Lessor shall act in accordance with
\nSection 18.2(h) below.<\/p>\n
(f) Lessor may retain and apply against Lessor’s damages all
\nsums which Lessor would, absent such Lease Event of Default, be required to pay
\nto, or turn over to, Lessee pursuant to the terms of this Lease; or<\/p>\n
(g) Lessor may exercise any other right or remedy that may be
\navailable to it under Applicable Laws or in equity, or proceed by appropriate
\ncourt action (legal or equitable) to enforce the terms hereof or to recover
\ndamages for the breach hereof. Separate suits may be brought to collect any such
\ndamages for any period or periods with respect to which rent shall have accrued,
\nand such suits shall not in any manner prejudice Lessor’s right to collect any<\/p>\n
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\n 29
\nsuch damages for any subsequent period, or Lessor may defer any such suit until
\nafter the expiration of the Lease Term. in which event such suit shall be deemed
\nnot to have accrued until the expiration of the Lease Term.<\/p>\n
(h) If Lessor has neither has neither sold nor foreclosed upon
\nthe Properties within two (2) years after receipt of the Permitted Lease Balance
\nor Residual Value Guaranty Amount (as applicable), including pursuant to Section
\n18.2(i), Lessor will appoint a qualified independent sales agent to sell the
\nProperties pursuant to the first offer received of a purchase price at the then
\nFair Market Value of the Properties to the extent the conditions therefor are
\nsatisfied. Any proceeds resulting from the operation of this Section 18.2(h)
\nwill be applied in accordance with Article X of the Participation Agreement.<\/p>\n
(i) Upon the occurrence of the Lease Event of Default described
\nin Section 18.1(d) or 18.1(f), whether or not another Lease Event of Default
\ndescribed in one or more other clauses of Section 18.1 shall have been or
\nthereafter is declared, this Lease shall terminate immediately without notice
\nand Lessee shall immediately pay to Collateral Agent, on behalf of Lessor, as
\nand for liquidated damages, an amount equal to the Permitted Lease Balance.<\/p>\n
NOTWITHSTANDING THE FOREGOING, LESSOR AGREES THAT,
\nNOTWITHSTANDING ANY TERMINATION OF THIS LEASE PURSUANT TO THIS SECTION 18.2, FOR
\nTEN (10) DAYS AFTER THE OCCURRENCE OF A LEASE EVENT OF DEFAULT, LESSOR AND
\nCOLLATERAL AGENT SHALL FOREBEAR FROM EXERCISING THE REMEDIES SET FORTH IN THIS
\nSECTION 18.2, DURING WHICH TIME LESSEE MAY TENDER TO LESSOR IN IMMEDIATELY
\nAVAILABLE FUNDS THE LEASE BALANCE AND, WITHOUT DUPLICATION, ALL PAST DUE ACCRUED
\nRENT, UPON THE RECEIPT OF WHICH LESSOR SHALL TRANSFER TO LESSEE OR ITS DESIGNEE
\nLESSOR’S INTERESTS IN THE PROPERTIES IN ACCORDANCE WITH ARTICLE XXI.<\/p>\n
SECTION 18.3. Proceeds of Sale; Deficiency. All payments
\nreceived and amounts held or realized by Lessor at any time when an Event of
\nDefault shall have occurred and be continuing and after the Lease Balance shall
\nhave been accelerated pursuant to this Lease, as well as all payments or amounts
\nthen held or thereafter received by Lessor, except for the proceeds of sale
\npursuant to Section 18.2, shall be distributed forthwith upon receipt by Lessor
\nin accordance with Article X of the Participation Agreement.<\/p>\n
SECTION 18.4. Grant and Foreclosure on Lessee’s Estate. Without
\nlimiting any other remedies set forth in this Lease, the following shall apply:<\/p>\n
(a) Lessor and Lessee agree that if an Event of Default
\n shall have occurred and be continuing, Lessor may proceed by a suit or
\n suits in equity or at law or otherwise, whether for a foreclosure
\n hereunder as against all or any part of Lessee’s interests in the
\n Properties or for the sale of such interest under the judgment or
\n decree of a court of competent jurisdiction, or against Lessee on a
\n recourse basis for the Permitted Lease Balance and all other amounts
\n due from Lessee hereunder, or for the specific performance granted, or
\n for the appointment of a receiver pending any foreclosure hereunder or
\n the sale of the Lessee Collateral, or for the enforcement of any other
\n appropriate legal or equitable remedy, and at any sale of Lessee’s
\n interest in the Properties, whether pursuant to power of sale,
\n foreclosure or otherwise, Lessor may become the <\/p>\n
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\n 30
\n purchaser of such interest or any part thereof, and in such case for
\n the purpose of making settlement for or payment of the purchase price,
\n shall be entitled to offset any claims for the indebtedness hereunder
\n and under the Operative Documents in order that they may be credited as
\n paid on the purchase price, and Lessor shall be entitled to recover all
\n costs incident to such proceedings, including attorneys’ fees and
\n expenses in such amounts as may be fixed by the court. Upon any such
\n purchase, such purchaser shall acquire good title to the properties so
\n purchased, free of the Lien of this Lease and free of all rights of
\n redemption in favor of Lessee;<\/p>\n
(b) This instrument and the other Operative Documents
\n will be deemed given to secure not only the Lease Balance, accrued Rent
\n and all other sums due hereunder, but also future advances made by
\n Lessor in connection with the transactions contemplated by the
\n Operative Documents, whether such advances are obligatory or to be made
\n at the option of Lessor or otherwise to the same extent as if such
\n future advances were made on the Lease Commencement Date. To the
\n fullest extent permitted by law, the Lien of this instrument shall be
\n valid as to all such sums due hereunder, including all future advances,
\n form the time this instrument is executed.<\/p>\n
(c) Without in any way limiting or restricting any of
\n Lessor’s rights, remedies, powers and authorities under this
\n instrument, and in addition to all of such rights, remedies, powers,
\n and authorities, if an Event of Default shall have occurred and be
\n continuing, Lessor shall also have and may exercise any and all rights,
\n remedies, powers and authorities under Applicable Laws upon default in
\n the payment of the Lease Balance, accrued Rent and all other sums due
\n hereunder, including, without limitation, any right or remedy available
\n to it as a secured party under the UCC. Promptly upon Lessor’s request,
\n to the extent any portion of the Lessee Collateral constitutes property
\n subject to the UCC, Lessor at its option, may give Lessee notice of the
\n time and place of any public sale of any such property, or of the date
\n after which any private sale or other disposition thereof is to be
\n made, by sending notice by registered or certified first class mail,
\n postage prepaid, to Lessee at least ten (10) days before the time of
\n such sale or other disposition. If any notice of any proposed sale,
\n assignment or transfer by Lessor of any portion of the Lessee
\n Collateral or any interest therein is required by law, Lessee
\n conclusively agrees that fifteen (15) days notice to Lessee of the
\n date, time and place (and, in the case of a private sale, the terms)
\n thereof is reasonable. Without limiting the generality of the
\n foregoing, all expenses incurred by Lessor to the extent reimbursable
\n under the UCC, whether incurred before or after any decree or judgment
\n of foreclosure, and whether or not enumerated in any other provision of
\n this instrument, shall be added to the indebtedness secured by this
\n instrument and by the judgment of foreclosure.<\/p>\n
(d) Lessee, for itself and on behalf of all Persons now
\n or hereafter interested in the Lessee Collateral, voluntarily and
\n knowingly hereby waives to the fullest extent permitted by applicable
\n law any and all right to reinstatement or redemption and any and all
\n other rights under all present and future appraisement, homestead,
\n moratorium, valuation, exemption, stay, extension, and redemption
\n statutes, laws or equities now or hereafter existing and all rights or
\n marshalling in the event of any sale of the Lessee Collateral or any
\n part hereof or interest therein, and hereby further waives the pleading
\n of any statute of limitations as a defense to any and all indebtedness
\n secured by this instrument, and Lessee agrees that no defense, claim or
\n right based on any thereof will be asserted, or may be enforced, in any
\n action enforcing or relating to this <\/p>\n
-25-
\n 31
\n instrument. Without limited the generality of the preceding sentence,
\n Lessee, for itself and on behalf of each and every Person acquiring any
\n interest in or title to the Lessee Collateral subsequent to the date of
\n this instrument, hereby irrevocably waives any and all rights of
\n reinstatement or redemption from sale under any order, judgment or
\n decree of foreclosure of this instrument or under any power contained
\n herein or under any sale pursuant to any statute, order, judgment or
\n decree of foreclosure of any court.<\/p>\n
SECTION 18.5. Receipt of a Sufficient Discharge to Purchaser.
\nUpon any sale of the Lessee Collateral, or any part thereof or interest therein,
\nwhether pursuant to power of sale, foreclosure or otherwise, the receipt of
\nLessor or the officer making the sale under judicial proceedings shall be a
\nsufficient discharge to the purchaser for the purchase money, and such purchaser
\nshall not be obliged to see to the application thereof.<\/p>\n
SECTION 18.6. Sale a Bar Against Lessee. Any sale of the Lessee
\nCollateral, or any part thereof or interest therein, under or by virtue of this
\ninstrument, whether pursuant to a power of sale, foreclosure or otherwise, shall
\nforever be a bar against the Lessee.<\/p>\n
SECTION 18.7. Liabilities to Become Due on Sale. Upon any sale
\nof the Lessee Collateral, or any portion thereof or interest therein, by reason
\nof Lessor’s exercise of any remedy under or by virtue of this Lease, whether
\npursuant to power of sale, foreclosure or other remedy available at law or in
\nequity or by statute or otherwise, at the option of Lessor, if the Lease Balance
\nshall not have been previously declared due and payable, the Lease Balance and
\nall other indebtedness which this instrument secures shall immediately become
\ndue and payable together with any interest accrued thereon.<\/p>\n
SECTION 18.8. Provisions Subject to Applicable Law. All rights,
\npowers and remedies provided in this instrument may be exercised only to the
\nextent that such exercise does not violate any Applicable Law, and are intended
\nto be limited to the extent necessary in order not to render this instrument
\ninvalid, unenforceable or not entitled to be recorded, registered or filed under
\nthe provisions of any Applicable Law. If any term of this instrument or any
\napplication thereof shall be invalid or unenforceable, the remainder of this
\ninstrument and any other application of such term shall not be affected thereby.<\/p>\n
SECTION 18.9. Survival of Lessee’s Obligations. No repossession
\nof any of the Properties or exercise of any remedy under Section 18.2, including
\ntermination of this Lease, shall, except as specifically provided therein,
\nrelieve Lessee of any of its liabilities and obligations hereunder, including
\nthe obligation to pay Base Rent. In addition, except as specifically provided
\ntherein, Lessee shall be liable, except as otherwise provided above, for any and
\nall unpaid Rent due hereunder before, after or during the exercise of any of the
\nforegoing remedies, including all reasonable legal fees and other costs and
\nexpenses incurred by Lessor and the Collateral Agent by reason of the occurrence
\nof any Lease Event of Default or the exercise of Lessor’s remedies with respect
\nthereto, and including all costs and expenses incurred in connection with the
\nreturn of the Properties in the manner and condition required by, and otherwise
\nin accordance with the provisions of, Article XII as if such Properties were
\nbeing returned at the end of the Lease Term. At any sale of the Properties or
\nany part thereof or any other rights pursuant to Section 18.2, Lessor or the
\nCollateral Agent may bid for and purchase such property.<\/p>\n
-26-
\n 32
\n SECTION 18.10. Remedies Cumulative; No Waiver; Consents. To the
\nextent permitted by, and subject to the mandatory requirements of, Applicable
\nLaws, each and every right, power and remedy herein specifically given to Lessor
\nor otherwise in this Lease shall be cumulative and shall be in addition to every
\nother right, power and remedy herein specifically given or now or hereafter
\nexisting at law, in equity or by statute, and each and every right, power and
\nremedy whether specifically herein given or otherwise existing may be exercised
\nfrom time to time and as often and in such order as may be deemed expedient by
\nLessor, and the exercise or the beginning of the exercise of any power or remedy
\nshall not be construed to be a waiver of the right to exercise at the same time
\nor thereafter any other right, power or remedy. No delay or omission by Lessor
\nin the exercise of any right, power or remedy or in the pursuit of any remedy
\nshall impair any such right, power or remedy or be construed to be a waiver of
\nany default on the part of Lessee or to be an acquiescence therein. Lessor’s
\nconsent to any request made by Lessee shall not be deemed to constitute or
\npreclude the necessity for obtaining Lessor’s consent, in the future, to all
\nsimilar requests. No express or implied waiver by Lessor of any Lease Event of
\nDefault shall in any way be, or be construed to be, a waiver of any future or
\nsubsequent Lease Event of Default.<\/p>\n
SECTION 18.11. Right to Perform Lessee’s Obligations. If a
\nLease Event of Default shall have occurred and be continuing, Lessor may, on
\nfive (5) Business Days’ prior notice to Lessee, perform or comply with such
\nagreement, and Lessor shall not thereby be deemed to have waived any default
\ncaused by such failure, and the amount of payment required to be made by Lessee
\nhereunder and made by Lessor on behalf of Lessee, and the reasonable
\nout-of-pocket costs and expenses of Lessor (including reasonable attorneys’ fees
\nand expenses) incurred in connection with the performance of or compliance with
\nsuch agreement, as the case may be, together with interest thereon at the
\nOverdue Rate, shall be deemed Supplemental Rent, payable by Lessee to Lessor
\nupon demand.<\/p>\n
ARTICLE XIX.
\n INDEMNITIES<\/p>\n
SECTION 19.1. Omitted.<\/p>\n
ARTICLE XX.
\n GRANT OF SECURITY INTEREST<\/p>\n
SECTION 20.1. Grant of Lien. Title to Lessor’s Interest shall
\nremain in Lessor, as security for the obligations of Lessee under this Lease and
\nthe other Operative Documents, and Lessee hereby assigns, grants, pledges,
\nmortgages and warrants to Lessor, as secured party, for the benefit of Lessor
\nand its permitted transferees and assignees a Lien in the Lessee Collateral to
\nsecure the payment and performance of all obligations of Lessee now or hereafter
\nexisting under this Lease or any other Operative Document, until such time as
\nLessee shall have fulfilled all of its obligations under the
\nOperative Documents. Upon Lessee’s request, Lessor shall at such time as all of
\nthe obligations (other than any contingent obligations) of Lessee under this
\nLease and the other Operative Documents have been paid or performed in full,
\nexecute and deliver termination statements and other appropriate documentation
\npresented to it in final execution form and reasonably requested by Lessee, all
\nat Lessee’s <\/p>\n
-27-
\n 33
\nexpense, to evidence Lessor’s release of its Lien in respect of the
\nProperties. Lessee, at its expense, shall execute, acknowledge and deliver all
\nsuch instruments and take all such actions as Lessor may request from time to
\ntime in order to further effectuate the terms of this Lease, to carry out the
\nterms hereof, or to better assure and confirm the rights, powers and remedies of
\nLessor hereunder.<\/p>\n
SECTION 20.2. Assignment of Leases and Rents. The assignment
\nand grant of the Lien contained in Section 20.1 above shall constitute an
\nabsolute, present and irrevocable assignment and grant of the subleases, rents,
\nincome, proceeds and benefits of Lessor’s Interest; provided that so long as no
\nEvent of Default has occurred and is continuing, Lessor hereby grants permission
\nto Lessee to collect, receive and apply such rents, income, proceeds and
\nbenefits as they become due and payable, but not in advance hereof, and in
\naccordance with all of the other terms, conditions and provisions hereof and of
\nthe leases, contracts, agreements and other instruments with respect to which
\nsuch payments are made or such other benefits are conferred. Upon the occurrence
\nof an Event of Default, such permission shall terminate immediately and
\nautomatically, without notice to Lessee or any other Person. Such assignment
\nshall be fully effective without any further action on the part of Lessee or
\nLessor and, upon the occurrence and during the continuance of an Event of
\nDefault hereunder, at Lessor’s option, Lessor shall be entitled to collect,
\nreceive and apply all rents, income, proceeds and benefits from Lessor’s
\nInterest, including all right, title and interest of Lessee in any escrowed sums
\nor deposits or any portion thereof or interest therein, whether or not Lessor
\ntakes possession of the Lessee Collateral or any part thereof. Lessee further
\ngrants to Lessor the right, at Lessor’s option, upon the occurrence and during
\nthe continuance of an Event of Default hereunder:<\/p>\n
(i) to enter upon and take possession of the improvements and
\n space comprising Lessor’s Interest for the purpose of collecting said
\n rents, income, proceeds and other benefits;<\/p>\n
(ii) subject to rights granted by Lessor pursuant to Section
\n 16.3, to dispossess by the customary summary proceedings any tenant,
\n purchaser or other Person;<\/p>\n
(iii) to let or convey Lessor’s Interests or any portion
\n thereof or any interest therein;<\/p>\n
(iv) to apply such rents, income, proceeds and other benefits,
\n after the payment of all necessary fees, charges and expenses, on
\n account of the liabilities secured by this instrument in accordance
\n with Section 18.3.<\/p>\n
ARTICLE XXI.
\n COVENANTS OF LESSEE<\/p>\n
SECTION 21.1. Assumption Upon Merger, Etc. If Lessee shall
\nconsolidate with or merge into any other Person or sell, convey, transfer or
\nlease all or substantially all its assets, then the Person (if other than
\nLessee) formed by such consolidation or into which Lessee shall be merged or the
\nPerson that shall acquire by sale, conveyance, transfer or lease all or
\nsubstantially all the assets of Lessee shall assume in writing all of the
\nobligations of Lessee under the Operative Documents to which Lessee is a party.
\nUpon any such consolidation or merger, or any sale, conveyance, transfer or<\/p>\n
-28-
\n 34
\nlease of substantially all the assets of Lessee in accordance with this Article
\nXXI, the successor Person formed by such consolidation or into which Lessee
\nshall be merged or to which such sale, conveyance, transfer or lease shall be
\nmade shall succeed to, and be substituted for, and may exercise every right and
\npower of, Lessee under this Lease and the other Operative Documents to which
\nLessee is a party.<\/p>\n
ARTICLE XXII.
\n COVENANTS OF LESSOR<\/p>\n
SECTION 22.1. Quiet Enjoyment. Lessor covenants that it will
\nnot interfere in Lessee’s right to peaceably and quietly hold, possess and use
\nthe Properties hereunder during the Lease Term, so long as no Lease Event of
\nDefault has occurred and is continuing.<\/p>\n
ARTICLE XXIII.
\n MISCELLANEOUS<\/p>\n
SECTION 23.1. Binding Effect; Successors and Assigns. The terms
\nand provisions of this Lease, and the respective rights and obligations
\nhereunder of Lessor and Lessee, shall be binding upon their respective
\nsuccessors, legal representatives and assigns (including, in the case of Lessor,
\nany Person to whom Lessor may transfer Lessor’s Interests or any interest
\ntherein) and inure to the benefit of their respective permitted successors and
\nassigns.<\/p>\n
SECTION 23.2. Notices. Unless otherwise specifically provided
\nherein, all notices, consents, directions, approvals, instructions, requests and
\nother communications required or permitted by the terms hereof to be given to
\nany Person shall be in writing by United States mail, by nationally recognized
\ncourier service, by facsimile or by hand and any such notice shall become
\neffective five (5) Business Days after being deposited in the mails, certified
\nor registered with appropriate postage prepaid, one Business Day after delivery
\nto a nationally recognized courier service specifying overnight delivery, upon
\nreceipt if sent by facsimile or delivered by hand, and shall be directed to the
\nAddress of such Person. From time to time, any party may designate a new Address
\nfor purposes of notice hereunder by notice to each of the other parties hereto.
\nAll notices given hereunder shall be irrevocable unless expressly specified
\notherwise.<\/p>\n
SECTION 23.3. Severability. Any provision of this Lease that
\nshall be prohibited or unenforceable in any jurisdiction shall, as to such
\njurisdiction, be ineffective to the extent of such prohibition or
\nunenforceability without invalidating the remaining provisions hereof and any
\nsuch prohibition or unenforceability in any jurisdiction shall not invalidate or
\nrender unenforceable such provision in any other jurisdiction, and each party
\nhereto shall remain liable to perform its obligations hereunder except to the
\nextent of such unenforceability. To the extent permitted by applicable law,
\nLessee hereby waives any provision of law that renders any provision hereof
\nprohibited or unenforceable in any respect.<\/p>\n
SECTION 23.4. Amendment; Complete Agreements. This Lease and
\nthe terms hereof may be terminated, amended, supplemented, waived or modified
\nonly in accordance with Section 12.5 of the Participation Agreement. This Lease
\nand the other Operative Documents are intended by the parties as a final
\nexpression of their lease agreement and as a complete and exclusive statement of<\/p>\n
-29-
\n 35
\nthe terms thereof, all negotiations, considerations and representations between
\nthe parties having been incorporated herein. No representations, undertakings,
\nor agreements have been made or relied upon in the making of this Lease other
\nthan those specifically set forth in this Lease and in the other Operative
\nDocuments.<\/p>\n
SECTION 23.5. Headings. The Table of Contents and headings of
\nthe various Articles and Sections of this Lease are for convenience of reference
\nonly and shall not modify, define or limit any of the terms or provisions
\nhereof.<\/p>\n
SECTION 23.6. Counterparts. This Lease may be executed by the
\nparties hereto in separate counterparts, each of which when so executed and
\ndelivered shall be an original, but all such counterparts shall together
\nconstitute but one and the same instrument.<\/p>\n
SECTION 23.7. Governing Law. This Lease shall in all respects
\nbe governed by, and construed in accordance with, the laws of the State of New
\nJersey applicable to agreements made and to be performed entirely within such
\nState, including all matters of construction, validity and performance.<\/p>\n
SECTION 23.8. Apportionments. Upon any termination of this
\nLease (other than a termination resulting in delivery of Lessor’s Interests then
\nsubject to this Lease to Lessee), except as otherwise set forth herein, there
\nshall be apportioned, as of the date of such termination, all rents (including
\nwater or sewer rents), real estate taxes, municipal assessments, or other
\ncharges payable with respect to the Properties.<\/p>\n
SECTION 23.9. Omitted.<\/p>\n
SECTION 23.10. No Joint Venture. Any intention to create a
\njoint venture or partnership relation between Lessor and Lessee is hereby
\nexpressly disclaimed.<\/p>\n
SECTION 23.11. No Accord and Satisfaction. The acceptance by
\nLessor of any sums from Lessee (whether as Base Rent or otherwise) in amounts
\nwhich are less than the amounts due and payable by Lessee hereunder is not
\nintended, nor shall it be construed, to constitute an accord and satisfaction of
\nany dispute between such parties regarding sums due and payable by Lessee
\nhereunder, unless Lessor specifically acknowledges it as such in writing.<\/p>\n
SECTION 23.12. No Merger. There shall be no merger of this
\nLease or of the estate hereby with the fee or any other estate or interest or
\nownership interest in the Properties or any part thereof by reason of the fact
\nthat the same Person may acquire or own or hold, directly or indirectly, (a)
\nthis Lease or any estate created hereby or any interest in this Lease or in any
\nsuch estate and (b) the fee estate or other estate or interest or ownership
\ninterest in the Properties or any part thereof.<\/p>\n
SECTION 23.13. Lessor Bankruptcy. The parties hereto agree that
\nif Lessee elects to remain in possession of the Properties after the rejection
\nof the Lease by Lessor under Section 365(h) of the Bankruptcy Code all of the
\nterms and provisions of this Lease shall be effective during such period of
\npossession by Lessee, including Lessee’s Purchase Option even if Lessor becomes
\nsubject to a case or proceeding under the Bankruptcy Code prior to the exercise
\nby Lessee of such purchase rights.<\/p>\n
-30-
\n 36
\n SECTION 23.14. Omitted.<\/p>\n
SECTION 23.15. Investments. Any funds held by Lessor as
\nsecurity for Lessee’s performance of its obligations hereunder shall, until paid
\nto Lessee or otherwise applied in accordance herewith, be invested by Lessor in
\nPermitted Investments as selected by Lessee. Any gain (including interest
\nreceived) realized as a result of any such investment (net of any fees,
\ncommissions, Taxes and other expenses, if any, incurred in connection with such
\ninvestment) shall be retained with, and distributed and re-invested in the same
\nmanner, as the original security amount. Provided Lessor invests such funds in
\naccordance with the preceding sentence, Lessor shall have no liability for any
\nlosses arising from any such investments or reinvestments.<\/p>\n
SECTION 23.16. Counterparts; Mortgage; Notice. This Lease will
\nbe simultaneously executed in multiple counterparts, each of which, when so
\nexecuted and delivered, shall constitute an original, fully enforceable
\ncounterpart for all purposes except that only the counterpart stamped or marked
\n“COUNTERPART NUMBER ONE” shall constitute to the extent applicable, if any,
\n“chattel paper” or other “collateral” within the meaning of the Uniform
\nCommercial Code in effect in any jurisdiction. The Collateral Agent or (if no
\nLoans are outstanding) Lessor shall be the sole authorized holder of COUNTERPART
\nNUMBER ONE. Lessee and Lessor agree that a notice of this Lease shall be
\nexecuted and recorded in the land records of Jersey City, New Jersey.<\/p>\n
SECTION 23.17. Further Assurances. Lessor and Lessee, at the
\ncost and expense of the requesting party, will cause to be promptly and duly
\ntaken, executed, acknowledged and delivered all such further acts, documents and
\nassurances as any of the others reasonably may request from time to time in
\norder to carry out more effectively the intent and purposes of this Lease.
\nLessee, at its own cost and expense, will cause all financing statements,
\nfixture filings and other documents to be recorded or filed at such places and
\ntimes and in such manner, and will take all such other actions or cause such
\nactions to be taken, as may be necessary or as may be reasonably requested by
\nLessor in order to preserve and protect the title of Lessor to the Properties
\nand Lessor’s rights under this Lease.<\/p>\n
SECTION 23.18. Joint and Several Lessees. For so long as two
\nPersons comprise Lessee, each such Person shall be jointly and severally liable
\nfor the obligations of Lessee hereunder and under the other Operative Documents.<\/p>\n
SECTION 23.19. Non-recourse. Lessee shall look only to Lessor’s
\nInterests and other rights, if any, in the Properties for the satisfaction of
\nLessee’s remedies if there is a default by Lessor hereunder, and no other
\nproperty or assets of Lessor or its partners, owners or principals, disclosed or
\nundisclosed, shall be subject to levy, execution or other enforcement procedure
\nfor the satisfaction of Lessee’s remedies under or with respect to (a) this
\nLease, (b) the relationship of Lessor and Lessee hereunder or under Applicable
\nLaws, (c) Lessee’s use or occupancy of the Properties or (d) any other liability
\nof Lessor to Lessee. Nothing in the immediately preceding sentence shall in any
\nway affect, impair or detract from (i) Lessee’s “net lease” obligations
\nhereunder as provided in Section 4.1 or (ii) the duties and obligations under
\nthe Participation Agreement and other Operative Documents of the Participants
\nand other parties to the Operative Documents.<\/p>\n
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]<\/p>\n
-31-
\n 37
\n IN WITNESS WHEREOF, Lessor and Lessee have duly authorized,
\nexecuted and delivered this LEASE as of the date first hereinabove set forth.<\/p>\n
30 HUDSON STREET LESSOR URBAN RENEWAL L.L.C.,
\n as Lessor<\/p>\n
By: Hudson Street Lessor L.L.C., its sole member<\/p>\n
By: Hudson Street Lessor Investment
\n Trust 2000-1, its sole member<\/p>\n
By: Wilmington Trust Company, not in its
\n individual capacity, but solely as trustee<\/p>\n
By: \/s\/ Kathleen A. Pedelini
\n ————————————-
\n Name: Kathleen A. Pedelini
\n Title: Administrative Account Manager<\/p>\n
50 HUDSON STREET LESSOR URBAN RENEWAL L.L.C.,
\n as Lessor<\/p>\n
By: Hudson Street Lessor L.L.C., its member<\/p>\n
By: Hudson Street Lessor Investment Trust 2000-1,
\n its sole member<\/p>\n
By: Wilmington Trust Company, not in its
\n individual capacity, but solely as trustee<\/p>\n
By: \/s\/ Kathleen A. Pedelini
\n ————————————-
\n Name: Kathleen A. Pedelini
\n Title: Administrative Account Manager
\n 38
\n GSJC 30 HUDSON URBAN RENEWAL
\n L.L.C., as Lessee<\/p>\n
By: The Goldman Sachs, Group, Inc., its
\n sole member<\/p>\n
By: \/s\/ Barry L. Zubrow
\n ——————————-
\n Name: Barry L. Zubrow
\n Title: Executive Vice President<\/p>\n
GSJC 50 HUDSON URBAN RENEWAL
\n L.L.C., as Lessee<\/p>\n
By: The Goldman Sachs, Group, Inc., its
\n sole member<\/p>\n
By: \/s\/ Barry L. Zubrow
\n ——————————-
\n Name: Barry L. Zubrow
\n Title: Executive Vice President<\/p>\n
39
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared [signatory], personally known
\nto me or proved to me on the basis of satisfactory evidence to be the
\nindividual(s) whose name(s) is (are) subscribed to the within instrument and
\nacknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
\/s\/ [Notary]
\n —————————————–
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal
\n 40
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared [signatory], personally known
\nto me or proved to me on the basis of satisfactory evidence to be the
\nindividual(s) whose name(s) is (are) subscribed to the within instrument and
\nacknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
\/s\/ [notary]
\n ——————————————
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal
\n 41
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared [signatory], personally known
\nto me or proved to me on the basis of satisfactory evidence to be the
\nindividual(s) whose name(s) is (are) subscribed to the within instrument and
\nacknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
\/s\/ [notary]
\n —————————————–
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal
\n 42
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared [signatory], personally known
\nto me or proved to me on the basis of satisfactory evidence to be the
\nindividual(s) whose name(s) is (are) subscribed to the within instrument and
\nacknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
\/s\/ [notary]
\n ——————————————
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal
\n 43
\n EXHIBIT A-1
\n Office Tower Site<\/p>\n
A-1
\n 44
\n EXHIBIT A-2
\n Conference\/Training Center Site<\/p>\n
A-2
\n 45
\n EXHIBIT B<\/p>\n
[intentionally omitted]<\/p>\n
B-1
\n 46
\n EXHIBIT C<\/p>\n
FORM OF NON-DISTURBANCE AGREEMENT<\/p>\n
THIS AGREEMENT made as of the |X| day of |X|, |X|, by and
\namong The Chase Manhattan Bank, a New York State chartered bank, having an
\noffice at |X|, not in its individual capacity but solely as Collateral Agent
\n(the “Collateral Agent”), GSJC 30 HUDSON URBAN RENEWAL L.L.C., a New Jersey
\nlimited liability company, and GSJC 50 HUDSON URBAN RENEWAL L.L.C., a New Jersey
\nlimited liability company, having an office c\/o The Goldman Sachs Group, Inc.,
\n85 Broad Street, New York, New York 10004 (“Landlord”), [NAME OF TENANT], a
\n[TYPE OF ENTITY], having an office at [ADDRESS] (“Tenant”), and 30 HUDSON STREET
\nLESSOR URBAN RENEWAL L.L.C., a New Jersey Limited Liability Company, and 50
\nHUDSON STREET LESSOR URBAN RENEWAL L.L.C., a New Jersey Limited Liability
\nCompany (“Overlandlord”).<\/p>\n
W I T N E S S E T H:<\/p>\n
WHEREAS, Tenant has entered into a certain lease dated
\n[_________, __, ____] between Landlord, as landlord, and Tenant, as tenant, with
\nrespect to certain space (the “Demised Premises”) in the [NAME OF BUILDING] (the
\n“Building”) located at the premises commonly known as ______ Hudson Street,
\nJersey City, New Jersey ______ (said lease, as heretofore or hereafter amended
\nand supplemented, is hereinafter called the “Lease”); and<\/p>\n
WHEREAS, the land underlying the Building (the “Land”) is
\nowned by GSJC Land LLC, which Land has been leased to Overlandlord pursuant to
\nthe Ground Sublease, dated as of June 21, 2000 (the “Documentation Date”); and<\/p>\n
WHEREAS, the Land and the Building are leased by Overlandlord
\nto Landlord pursuant to the Lease Agreement, dated as of Documentation Date (the
\n“Overlease”); and<\/p>\n
WHEREAS, ______________ is the Collateral Agent under the
\nLeasehold Mortgage, Assignment of Leases and Rents, Security Agreement and
\nFinancing Statement, dated as of the Documentation Date, between the Collateral
\nAgent and Overlandlord (as the same may, from time to time, be amended,
\nsupplemented or otherwise modified, the “Mortgage”), which encumbers the Land
\nand the Premises of which the Demised Premises are a part; and<\/p>\n
WHEREAS, the Collateral Agent, Landlord, Tenant and
\nOverlandlord desire to enter into this Agreement upon the terms, covenants and
\nconditions contained herein.<\/p>\n
NOW, THEREFORE, in consideration of the premises and the
\nagreements of the parties contained herein, the parties hereto agree as follows:<\/p>\n
1. The Lease and all of Tenant’s rights thereunder are and
\nshall be at all times and in all respects subject and subordinate to (i) the
\nlien of the Mortgage, and to all advances now or hereafter made under or secured
\nby the Mortgage, and all renewals, modifications, consolidations, replacements,
\nsubstitutions, additions and extensions of the Mortgage and to any subsequent
\nmortgages or assignments <\/p>\n
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\n 47
\nwith which the Mortgage may be spread and\/or consolidated and (ii) the Ground
\nLease and the Ground Sublease (the aforesaid agreements and documents listed in
\nthis subparagraph (ii) being hereafter referred to collectively as the “Real
\nEstate Documents”).<\/p>\n
2. Provided Tenant complies with this Agreement and if Tenant
\nshall not be in default under the Lease beyond the applicable period of grace,
\nif any, provided therein with respect to the default in question as of the date
\nthe Collateral Agent commences a foreclosure action or any party to one of the
\nReal Estate Documents (a “Real Estate Party” ) commences an enforcement or
\ntermination action under such Real Estate Document, (i) Tenant shall not be
\nnamed as a party in any action or proceeding to enforce the Mortgage, or
\nterminate or otherwise enforce any of the provisions of the Real Estate
\nDocuments, unless such joinder shall be required under applicable law, and in
\nwhich case the Collateral Agent or any Real Estate Party shall not seek
\naffirmative relief from Tenant in such action or proceeding, nor shall the Lease
\nbe cut off or terminated nor Tenant’s possession thereunder be disturbed in any
\nsuch action or proceeding, and (ii) subject to the provisions of Section 4 of
\nthis Agreement, Collateral Agent and each of the Real Estate Parties will
\nrecognize the Lease and Tenant’s rights thereunder.<\/p>\n
3. Upon any foreclosure of the Mortgage or enforcement of any
\nother remedies thereunder or other acquisition of the property encumbered
\nthereby or the enforcement or termination of any of the other Real Estate
\nDocuments, Tenant shall attorn to the Collateral Agent or any other party
\nacquiring said property or so succeeding to Landlord’s rights under the Lease
\n(collectively, the “Successor Landlord”) and shall recognize the Successor
\nLandlord as its Landlord under the Lease and Tenant shall promptly execute and
\ndeliver any instrument that the Successor Landlord may reasonably request in
\nwriting to evidence further said attornment.<\/p>\n
4. Upon such attornment or other acquisition of said property
\nor other succession to Landlord’s rights under the Lease, the Lease shall
\ncontinue as a direct lease between the Successor Landlord and Tenant upon all
\nterms, covenants and conditions thereof as are then applicable except that the
\nSuccessor Landlord shall not be (i) liable for any previous act or omission of
\nLandlord under the Lease, (ii) subject to any offsets, defenses, claims or
\ncounterclaims that Tenant may have against Landlord, (iii) bound by any covenant
\nto perform or complete any construction in connection with said property or the
\nDemised Premises or to pay any sums to Tenant in connection therewith, (iv)
\nbound by any prepayment of more than one (1) month’s rent or other charges under
\nthe Lease unless such payment shall have been expressly approved in writing by
\nthe Collateral Agent or any such Successor Landlord, as the case may be, or (v)
\nbound by any amendment, modification, extension, expansion, termination,
\ncancellation or surrender of the Lease unless approved in writing by the
\nCollateral Agent or any such Successor Landlord, as the case may be.<\/p>\n
5. The attornment provided for in Paragraph 3 of this
\nAgreement shall inure to the benefit of the Collateral Agent or any Successor
\nLandlord, shall be self-operative, and no further instrument shall be required
\nto give effect to the attornment. Tenant, however, upon demand of the Collateral
\nAgent or any Successor Landlord, as the case may be, agrees to execute, from
\ntime to time, instruments in confirmation thereof, reasonably satisfactory to
\nthe Collateral Agent or any such Successor Landlord, acknowledging such
\nattornment and setting forth the terms and conditions of its <\/p>\n
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\n 48
\ntenancy. Nothing contained in this Paragraph shall be construed to impair any
\nright otherwise exercisable by the Collateral Agent or any such Successor
\nLandlord.<\/p>\n
6. Tenant from and after the date hereof shall send a copy of
\nany notice of default or notice in connection with the commencement of any
\naction to terminate the Lease or similar statement under the Lease to the
\nCollateral Agent and Overlandlord at the same time such notice or statement is
\nsent to Landlord under the Lease and agrees that, notwithstanding any provisions
\nof the Lease to the contrary, such notice shall not be effective unless the
\nCollateral Agent and Overlandlord shall have been given such notice and shall
\nhave failed to cure such default as hereinafter provided. Such notices shall be
\nsent by certified or registered mail, postage prepaid, return receipt requested,
\nor shall be delivered to the Collateral Agent and Overlandlord at the following
\naddresses (or at such other address as the Collateral Agent or Overlandlord
\nshall specify in a written notice to Tenant at the address specified above for
\nTenant):<\/p>\n
If to the Collateral Agent:<\/p>\n
|X|
\n Attn: |X|
\n Ref.: |X|<\/p>\n
If to Overlandlord:<\/p>\n
|X|
\n Attn: |X|<\/p>\n
with a copy to:<\/p>\n
|X|
\n Attn: |X|<\/p>\n
Any such notice of default shall be deemed to be given to the Collateral Agent
\nor Overlandlord, as applicable, on the earlier to occur of (a) the day of
\nreceipt (as evidenced by a receipt signed by the Collateral Agent or
\nOverlandlord, as applicable, or the refusal to accept delivery by the Collateral
\nAgent or Overlandlord, as applicable) or (b) three (3) days after deposit in the
\nmail. With respect to the commencement by Tenant of any action to terminate the
\nLease, the Collateral Agent and Overlandlord shall each have the right, but not
\nthe obligation, to cure any default on the part of Landlord which is the basis
\nfor such action within a reasonable time (including the time required for the
\nCollateral Agent or Overlandlord, as applicable, to obtain possession of the
\nPremises if such possession is necessary to effect such cure) after receipt of
\nthe notice by Tenant with respect to such action.<\/p>\n
7. Tenant shall not change, or consent to any change in, the
\nterms, covenants, conditions and agreements of the Lease in any manner which
\nwould be binding on the Collateral Agent or Overlandlord without the express
\nconsent in writing of the Collateral Agent and Overlandlord, in each instance.<\/p>\n
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\n 49
\n 8. Anything herein or in the Lease to the contrary
\nnotwithstanding, Successor Landlord shall have no obligation, nor incur any
\nliability, beyond Successor Landlord’s then estate, right, title and interest,
\nif any, in and to the Demised Premises and Tenant shall look exclusively to such
\nestate, right, title and interest of Successor Landlord, if any, in and to the
\nDemised Premises for the payment and discharge of any obligations imposed upon
\nSuccessor Landlord hereunder or under the Lease and Successor Landlord is hereby
\nreleased or relieved of any other liability hereunder and under the Lease.
\nTenant agrees that with respect to any money judgment which may be obtained or
\nsecured by Tenant against Successor Landlord, Tenant shall look solely to the
\nestate or interest owned by Successor Landlord in the Demised Premises and
\nTenant will not collect or attempt to collect any such judgment (i) from any
\nofficer, director, shareholder, partner, employee, agent or representative or
\nSuccessor Landlord or (ii) out of any assets of Successor Landlord other than
\nSuccessor Landlord’s estate or interest in the Demised Premises.<\/p>\n
9. Landlord hereby consents to the terms and provisions of
\nthis Agreement.<\/p>\n
10. This Agreement may not be modified, amended or terminated
\nunless in writing and duly executed by the party against whom the same is sought
\nto be asserted and constitutes the entire agreement between the parties with
\nrespect to the subject matter hereof.<\/p>\n
11. This Agreement shall bind and inure to the benefit of the
\nparties hereto and their respective successors and assigns. This Agreement shall
\nbe governed by the laws of the State of New Jersey.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have duly executed this
\nAgreement as of the day and year first above written.<\/p>\n
Witnesses: THE CHASE MANHATTAN BANK, a New
\n York State chartered bank, as Collateral Agent<\/p>\n
__________________ By: ______________________________
\n Name:
\n__________________ Title:<\/p>\n
[NAME OF TENANT],
\n__________________ as Tenant<\/p>\n
By:________________________
\n__________________ Name:
\n Title:<\/p>\n
30 HUDSON STREET LESSOR URBAN
\n RENEWAL L.L.C., and<\/p>\n
50 HUDSON STREET LESSOR URBAN
\n RENEWAL L.L.C., collectively as Overlandlord<\/p>\n
By:_____________________
\n Name:
\n__________________ Title:<\/p>\n
__________________<\/p>\n
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\n 50
\n GSJC 30 HUDSON URBAN RENEWAL
\n L.L.C., as Landlord<\/p>\n
____________________
\n By:_________________________
\n____________________ Name:
\n Title:<\/p>\n
GSJC 50 HUDSON URBAN RENEWAL
\n L.L.C., as Landlord<\/p>\n
By:_________________________
\n Name:
\n Title:<\/p>\n
C-5
\n 51
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared _____________________________,
\npersonally known to me or proved to me on the basis of satisfactory evidence to
\nbe the individual(s) whose name(s) is (are) subscribed to the within instrument
\nand acknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
__________________________________________
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal<\/p>\n
C-6
\n 52
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared _____________________________,
\npersonally known to me or proved to me on the basis of satisfactory evidence to
\nbe the individual(s) whose name(s) is (are) subscribed to the within instrument
\nand acknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
__________________________________________
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal<\/p>\n
C-7
\n 53
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared _____________________________,
\npersonally known to me or proved to me on the basis of satisfactory evidence to
\nbe the individual(s) whose name(s) is (are) subscribed to the within instrument
\nand acknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
__________________________________________
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal<\/p>\n
C-8
\n 54
\nSTATE OF NEW YORK )
\n ) SS
\nCOUNTY OF NEW YORK )<\/p>\n
On the 23rd day of June in the year 2000 before me, the undersigned, a Notary
\nPublic in and for said State, personally appeared _____________________________,
\npersonally known to me or proved to me on the basis of satisfactory evidence to
\nbe the individual(s) whose name(s) is (are) subscribed to the within instrument
\nand acknowledged to me that he\/she\/they executed the same in his\/her\/their
\ncapacity(ies), and that by his\/her\/their signature(s) on the instrument, the
\nindividual(s), or the person upon behalf of which the individual(s) acted,
\nexecuted the instrument.<\/p>\n
__________________________________________
\n (Signature and office of individual taking
\n acknowledgment)<\/p>\n
Notarial Seal<\/p>\n
C-9<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7660],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9601,9579],"class_list":["post-41680","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_industries-financial__securities","corporate_contracts_types-land__nj","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41680","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41680"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41680"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41680"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41680"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}