LEASE AGREEMENT (Group “A” Properties) Between WACHOVIA BANK, NATIONAL ASSOCIATION as Tenant and FIRST STATES INVESTORS 4000B, LLC as Landlord Dated as of April 1, 2003
(Group
“A” Properties)
Between
WACHOVIA
BANK, NATIONAL ASSOCIATION
as
Tenant
and
FIRST
STATES INVESTORS 4000B, LLC
as
Landlord
Dated as
of April 1, 2003
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Property
Name: ___________________________
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Property:
___________________________
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___________________________
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PID
#
___________________________
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PID #
TABLE
OF CONTENTS
(continued)
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Page
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1.
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DEFINITIONS:
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1
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2.
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DEMISE;
TITLE; CONDITION:
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6
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3.
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TERM;
RENEWAL OPTION:
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7
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4.
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RENT:
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8
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(a)
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Basic
Rent and Additional Rent
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8
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(b)
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Amount
of Installments
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8
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(c)
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Intentionally
Omitted
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8
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(d)
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Holidays
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8
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(e)
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Overdue
Interest
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8
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(f)
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Additional
Rent
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8
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(g)
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Rent
During Renewal Term
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9
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5.
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USE:
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9
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6.
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NET
LEASE; NONTERMINABILITY:
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10
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(a)
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Tenant
to Pay All Costs
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10
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(b)
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Nonterminability
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10
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(c)
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Bankruptcy;
Tenant to Remain Liable
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10
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7.
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TAXES
AND OTHER CHARGES; LAW AND AGREEMENTS:
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11
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(a)
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Taxes,
Assessments
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11
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(b)
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Utility
Charge
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11
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(c)
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Compliance
with Laws
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11
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(d)
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Contest
Charges and Compliance
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12
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8.
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LIENS:
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12
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9.
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INDEMNIFICATION;
FEES AND EXPENSES:
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13
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(a)
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Indemnification
by Tenant
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13
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(b)
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Notice;
Proceedings
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13
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10.
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ENVIRONMENTAL MATTERS: |
13
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(a)
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Representations
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13
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(b)
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Environmental
Covenants
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14
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(c)
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Notice;
Right to Contest
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15
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(d)
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Audit
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15
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i
TABLE
OF CONTENTS
(continued)
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Page
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(e)
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Contaminated
Leased Property
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15
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(f)
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Asbestos
Program
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16
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(g)
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Indemnification
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17
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(h)
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Survival
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17
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11.
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MAINTENANCE
AND REPAIR:
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17
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12.
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ALTERATIONS,
ADDITIONS AND CONSTRUCTION BY TENANT:
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18
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(a)
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No
Consent for Certain Alterations; Additional Improvements
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18
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(b)
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Tenant’s
Equipment
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20
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(c)
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“Costs”
Defined
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20
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13.
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CONDEMNATION AND CASUALTY; SUBSTITUTION: |
20
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(a)
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Assignment
of Proceeds; Tenant Authorized to Act for Landlord
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20
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(b)
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Partial
Damage or Condemnation; Restore/Repair or Substitute
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21
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(c)
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(i)
Substantial or Complete Destruction or Condemnation: Repair, Substitute,
or ▇▇▇▇▇▇▇▇▇
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▇▇
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(▇)
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Net
Award Exceeds Alteration Cost Threshold; Tenant in Default
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23
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(e)
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Temporary
Condemnations; Routine Condemnations
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24
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(f)
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Substitution
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25
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14.
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INSURANCE:
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27
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15.
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FINANCIAL
STATEMENTS:
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30
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16.
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DETERMINATION
OF FAIR MARKET VALUE OF LEASED PROPERTY; RIGHT OF FIRST REFUSAL; RIGHT TO
PURCHASE:
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31
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(a)
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Fair
Market Value
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31
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(b)
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Right
of First Refusal
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32
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(c)
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Right
to ▇▇▇▇▇▇▇▇
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▇▇
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▇▇.
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PURCHASE
PROCEDURE:
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33
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18.
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[Intentionally
Deleted]
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33
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19.
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QUIET
ENJOYMENT:
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34
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20.
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TERMINATION:
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34
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21.
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SUBLETTING;
ASSIGNMENT:
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34
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(a)
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Subleases
Permitted
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34
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(b)
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Assignments
Permitted
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34
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ii
TABLE
OF CONTENTS
(continued)
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Page
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(c)
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Restriction
on Term of Sublease or Assignment
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34
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(d)
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Intentionally
Omitted
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34
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(e)
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Intentionally
Omitted
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34
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(f)
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Tenant’s
Obligations Continue
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34
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(g)
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Conformed
Copy of Sublease or Assignment
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35
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(h)
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No
Mortgages or Pledges
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35
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(i)
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Transfers
by Landlord
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35
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22.
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ADVANCES
BY LANDLORD:
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35
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23.
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CONDITIONAL
LIMITATIONS—EVENTS OF DEFAULT AND REMEDIES:
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35
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(a)
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Events
of Default
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35
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(b)
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Landlord’s
Right to Re-enter or Terminate
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37
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(c)
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Payments
by Tenant
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38
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(d)
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Receipt
of Money Not A Reinstatement; No Accounting
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38
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(e)
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Re-entry
Not a Termination
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39
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(f)
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Enforcement
Costs
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39
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(g)
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Remedies
Cumulative
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39
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(h)
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Notice
of Default to Landlord
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39
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24.
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NOTICES:
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39
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25.
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ESTOPPEL
CERTIFICATES:
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41
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26.
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NO
MERGER:
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41
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27.
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SURRENDER:
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42
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28.
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SEPARABILITY:
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42
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29.
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BINDING
EFFECT; MERGER, CONSOLIDATION AND DISPOSAL OF ASSETS:
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42
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(a)
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Binding
Effect
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42
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(b)
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Mergers,
Consolidations
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43
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(c)
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Credit
Rating Rules
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43
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(d)
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Landlord’s
Option to Require the Surviving Entity to Purchase the Leased
Property.
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44
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(e)
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No
Restrictions on Events with Certain Subsidiaries
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45
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iii
TABLE
OF CONTENTS
(continued)
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Page
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30.
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SHOWING:
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45
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31.
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NATURE
OF LANDLORD’S OBLIGATIONS:
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45
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32.
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SUBORDINATION:
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45
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33.
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GRANTING
OF EASEMENTS:
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46
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34.
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RECORDING
OF LEASE:
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47
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35.
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MISCELLANEOUS:
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47
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36.
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REASONABLE
ATTORNEYS’ FEES:
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48
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37.
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ENTIRE
AGREEMENT:
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48
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38.
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TERMINATION
OF ORIGINAL LEASE:
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48
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1.
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Schedule A –
Description of Leased Property
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2.
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Schedule B – Rent
Schedule – Basic Rent
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3.
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Schedule C –
Environmental Reports
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4.
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Schedule C-1 –
Tenant’s Environmental and Asbestos Reports
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5.
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Schedule D –
Title Reports
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6.
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Schedule E –
Intentionally Omitted
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7.
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Schedule F –
Termination Value
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8.
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Schedule G –
Representations and Warranties for Substituted Parcels
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9.
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Schedule H –
Group A Properties Subleases
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10.
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Schedule I – Form
of Subordination, Non-Disturbance and Attornment Agreement
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iv
This
Lease (the “Lease”), dated as of April 1, 2003, between FIRST STATES INVESTORS 4000B,
LLC (“Landlord”), a Delaware limited liability company, having an office
at c/o First States Group, L.P., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ and WACHOVIA BANK,
NATIONAL ASSOCIATION (“Tenant”), having an address of Lease
Administration-Corporate Real Estate, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
BACKGROUND OF
AGREEMENT
WHEREAS, First Union
Corporation (now known as Wachovia Corporation), First Union National Bank of
North Carolina, First Union National Bank of Georgia and First Union National
Bank of Florida (Wachovia Corporation and said banks are collectively referred
to herein as the “Original Tenants”), each a direct or indirect predecessor by
merger to Tenant, and PREFCO V Limited Partnership (the predecessor in interest
to PREFCO Five Limited Partnership), were parties to a certain Lease Agreement
dated as of July 31, 1990 (as heretofore amended or modified, the
“Original Lease”); and
WHEREAS, First States Group,
L.P. has acquired the interest of PREFCO Five Limited Partnership, as landlord,
in and to the Original Lease, and, with respect to the Leased Property
hereinafter described in Article 2, has assigned such interest to First States
Investors 4000B, LLC; and
WHEREAS, First States
Investors 4000C, LLC has also acquired from Carolina-Relco Limited Partnership,
Newco 1 LLC and Newco 2 LLC the interest of the Remainderman in the Leased
Property, and now First States Investors 4000B, LLC, as Landlord, owns the
entire fee interest in the Leased Property; and
WHEREAS, Landlord and Tenant
desire to terminate the Original Lease as it pertains to the Leased Property and
enter into this Lease for the purpose setting forth their agreement respecting
the Leased Property, all as more fully hereinafter set forth.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and
intending to be legally bound, Landlord and Tenant covenant and agree as
follows:
1.
DEFINITIONS:
As used
in this Lease, the following terms have the meanings set forth
below. Defined terms used in the Background of Agreement above, but
not defined below, shall have the meanings set forth in the Original
Lease:
“Additional
Improvements” shall have the meaning given to that term in paragraph (a) of
Article 12 hereof.
PID
#_______________
1
“Additional
Rent” shall have the meaning given to that term in paragraph (f) of Article 4
hereof.
“Alteration
Cost Threshold” shall have the meaning given to that term in paragraph (a) of
Article 12 hereof.
“Appraisers”
shall mean individuals having not less than five years current experience
appraising commercial properties of a nature and type similar to that of the
Leased Property in the geographic area where the Leased Property is located and
who are licensed in those geographic areas where licenses are required and who
either (i) hold an MAI designation conferred by the American Institute of Real
Estate Appraisers and are in good standing as independent members thereof, or
(ii) hold the Senior Member designation conferred by the American Society of
Appraisers and are in good standing as independent members thereof, or any
organizations succeeding thereto of similarly recognized national
standing.
“Asbestos
Report” shall mean the report, if any, relating to the presence of any asbestos
on the Leased Property prepared for the Original Tenants and Tenant, and listed
on Schedule
C-1.
“Bankruptcy
Act” shall mean Title 11 of the United States Code and any other Federal
insolvency or similar law, now or hereafter in effect.
“Base
Price Index” shall mean the CPI for March, 2003.
“Basic
Rent” shall have the meaning given to that term in paragraph (b)
of Article 4.
“Business
Day” shall mean any day except Saturdays, Sundays and the days observed by state
chartered banks and national banks in the Commonwealth of Pennsylvania or the
State of North Carolina as public holidays.
“Casualty”
shall have the meaning given to that term in paragraph (a) of Article 13
hereof.
“Contaminated
Leased Property” shall have the meaning given to that term in paragraph (e) of
Article 10 hereof.
“CPI”
shall mean the Consumer Price Index published by the Bureau of Labor Statistics
of the United States Department of Labor for “All Urban Consumers” in the table
entitled “Consumer Price Index: United States City Average,” or any successor
index thereto, all Items (1982-84=100) for the calendar year in
question. In the event that the CPI is converted to a different
standard reference base or otherwise revised, the determination of the
Alteration Cost Threshold to be made pursuant to Article 12(a) hereof or
pursuant to any other provisions of this Lease or other amounts hereunder to be
determined by reference to the CPI shall be made with the use of such conversion
factor, formula or table for converting the CPI as may be published by the
Bureau of Labor Statistics or, if not so published, then with the use of such
conversion factor, formula or table as may be published by ▇▇▇▇▇▇▇▇-▇▇▇▇, Inc.
or any other nationally recognized publisher of similar statistical information,
or if a conversion factor, formula or table is unavailable, Landlord and Tenant
shall agree on another method to adjust the CPI, or any successor thereto, to
the figure that would have been arrived at had the manner of computing the CPI
in effect on the date of this Lease not been altered. If Landlord and Tenant
fail to agree upon a conversion factor, formula, table or other method, the
matter will be submitted for resolution by a nationally recognized firm of
certified public accountants selected by Landlord and approved by Tenant, which
approval shall not be unreasonably withheld, at Tenant’s expense.
PID
#_______________
2
“Commencement
Date” shall mean April 1, 2003.
“Condemnation”
shall have the meaning given to that term in paragraph (a) of Article 13
hereof.
“Credit
Rating” shall have the meaning given to that term in Article 29
hereof.
“Depository”
shall have the meaning given to that term in paragraph (d) of Article 13
hereof.
“Environmental
Laws” shall mean and include the Resource Conservation and Recovery Act, as
amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials
Transportation Act, the Toxic Substances Control Act, Clean Air Act, the Federal
Insecticide, Fungicide and Rodenticide Act and all applicable federal, state and
local environmental laws, ordinances, rules, regulations and publications, as
any of the foregoing may have been or may be from time to time amended,
supplemented or supplanted, and any other federal, state or local laws,
ordinances, rules, regulations and publications, now or hereafter existing
relating to regulation or control of toxic or hazardous substances or
materials.
“Environmental
Report” means the report respecting the Leased Property prepared for Landlord or
First States Group, L.P. and listed on Schedule
C hereto relating to the presence and condition of any Hazardous
Substances on the Leased Property, and the report, if any, respecting the Leased
Property prepared for the Original Tenants and PREFCO Five Limited Partnership
by Alliance Technologies Corporation and also prepared for Tenant by other
consultants, and listed on Schedule
C-1.
“Equipment”
shall have the meaning given to that term in Article 2 hereof.
“Event”
shall have the meaning given to that term in Article 29 hereof.
“event of
default” shall have the meaning given that term in paragraph (a) of Article 23
hereof.
“Hazardous
Substance” shall mean and include any, each and all substances or materials
regulated pursuant to any Environmental Laws, including, but not limited to, any
such substance, emission or material now or hereafter defined as or deemed to be
a regulated substance, hazardous substance, toxic substance, pesticide,
hazardous waste or any similar or like classification or categorization,
thereunder.
PID
#_______________
3
“Improvements”
shall have the meaning given to that term in Article 2 hereof.
“Indemnitee”
shall have the meaning given to that term in Article 10 hereof.
“Installment
Payment Date” shall have the meaning given to that term in paragraph (b) of
Article 4 hereof.
“Land”
shall have the meaning given to that term in Article 2 hereof.
“Landlord’s
Lender” shall mean any lender or other entity providing financing to Landlord
with respect to the acquisition, development or operation of the Leased
Property, including, without limitation, any Landlord’s Mortgagee (as
hereinafter defined) and any party to whom Landlord’s interest in this Lease is
assigned as security with respect to any said financing.
“Landlord’s
Mortgagee” shall mean the holder of a first mortgage or deed of trust given by
Landlord which encumbers Landlord’s interest in the Leased
Property.
“Landlord’s
Yield” means Landlord’s nominal after-tax book yield and total after-tax cash
flow per dollar of equity, on the basis of the same assumptions originally used
by Landlord in computing Landlord’s Yield as of the Commencement Date. In the
event that Landlord and Tenant are unable to agree to the amount of any
adjustment of Basic Rent necessary to preserve Landlord’s Yield hereunder, the
matter will be submitted for resolution by a nationally recognized firm of
certified public accountants selected by Landlord and reasonably approved by
Tenant.
“Leased
Property” shall have the meaning given to that term in Article 2
hereof.
“Like
Kind Use and Value” shall have the meaning given to that term in Article 13
hereof.
“Net
Award” shall mean the entire award, compensation, insurance proceeds or other
payment, if any, on account of any condemnation or casualty, less any expenses
(including, but not limited to, reasonable attorneys’ fees and expenses)
incurred by Landlord in collecting such award, compensation, insurance proceeds
or other payment and not paid (or reimbursed to Landlord) by Tenant pursuant to
Article 13 hereof.
“Overdue
Interest Rate” shall have the meaning given to that term in Article 22
hereof.
PID
#_______________
4
“Permitted
Encumbrances” shall mean, with respect to the Leased Property: (a) rights
reserved to or vested in any public authority by the terms of any right, power,
franchise, grant, license, permit or provision of law affecting the Leased
Property, to (i) terminate such right, power, franchise, license or permit,
provided that the exercise of such right would not materially impair the use of
the Leased Property or materially and adversely affect the value thereof, or
(ii) purchase, condemn, appropriate or recapture, or designate a purchaser of,
the Leased Property or any portion thereof; (b) any liens thereon for taxes,
assessments, fees and other governmental and similar charges referred to in
Article 7 of this Lease, and any liens of mechanics, materialmen and laborers
for work or services performed or material furnished in connection with the
Leased Property, which are not due and payable, or which are not delinquent to
the extent that penalties for nonpayment may be assessed, or the amount or
validity of which are being contested as permitted by paragraph (d) of Article 7
hereof; (c) easements, rights-of-way, servitudes, restrictions and other minor
defects, encumbrances and irregularities in the title to the Leased Property
which do not materially impair the use of the Leased Property or materially and
adversely affect the value thereof; (d) rights reserved to or vested in any
public authority to control or regulate or use the Leased Property, which rights
do not materially impair the use of the Leased Property or materially and
adversely affect the value thereof; (e) any mortgage affecting Landlord’s
interest in the Leased Property and any assignment of this Lease as further
security for the note or notes secured thereby; and (f) all matters affecting
title existing on the date of this Lease as set forth in Schedule
D hereto, which shall include, without limitation, all title reports
obtained in connection with the acquisition of the Leased Property by PREFCO V
Limited Partnership and all title reports or commitments obtained by Landlord or
First States Group, L.P. in connection with its acquisition of the Leased
Property.
“QE”
shall have the meaning given to that term in paragraph (b) of Article 4
hereof.
“Renewal
Term” shall have the meaning given to that term in Article 3
hereof.
“Routine
Condemnation” shall have the meaning given to that term in paragraph (e) of
Article 13 hereof.
“SEC”
shall have the meaning given to that term in paragraph (b) of Article 15
hereof.
“Security”
shall have the meaning given to that term in Article 29 hereof.
“Substitute
Parcel” shall have the meaning given to that term in Article 13
hereof.
“Surviving
Entity” shall have the meaning given to that term in Article 29
hereof.
“Tenant’s
Equipment” shall have the meaning given to that term in Article 2
hereof.
“Tenant’s
Loss” shall have the meaning given to that term in paragraph (a) of Article 13
hereof.
“Term of
this Lease” shall have the meaning given to that term in Article 3
hereof.
“Termination
Date” shall have the meaning given to that term in paragraph (c) of Article 13
hereof.
“Termination
Value” shall have the meaning given to that term in paragraph (c) of Article 13
hereof.
PID
#_______________
5
“Third
Party Offer” shall have the meaning given to that term in paragraph (b) of
Article 16 hereof.
2.
DEMISE; TITLE; CONDITION:
Landlord
hereby demises, leases and rents to Tenant, and Tenant hereby leases, hires and
rents from Landlord, upon and subject to the terms, covenants, conditions and
limitations hereinafter set forth, for the Term of this Lease, those certain
parcels of land (the “Land”) together with all buildings, structures and
improvements (the “Improvements”) thereon having a street address of
[____________________________________________________________________________],
all as more fully described in Schedule
A hereto, and all easements and appurtenances thereto, and all other
facilities, fixtures, machinery, apparatus, installations, equipment and other
property (with the exception of computer systems, automated teller machines,
bank security systems including closed circuit television systems, safe deposit
boxes, modular vault, vault doors, night depository, teller equipment, counters,
undercounter equipment, shelving, signs, surrounds, modular furniture,
furniture, drive-in windows and equipment, satellite communications equipment
including antennas, trade fixtures, machinery, equipment and other property of
Tenant now or hereafter used or useful in connection with Tenant’s business,
collectively, “Tenant’s Equipment”) used in connection with the maintenance and
operation of the Improvements (including, but not limited to, all heating,
ventilating, air conditioning, plumbing, and electrical equipment, lighting and
lighting equipment, elevators and escalators, non-bank security systems, utility
lines, refuse facilities, waste removal systems, generators, transformers,
cooling towers, maintenance depots, power plants, storage tanks, fire pumps,
fire control, sprinkler and stand pipe systems, emergency power and automatic
transfer switches, air conditioning units, building and site controls, sewerage
facilities, automated mail distribution systems and all associated piping,
wiring, conduits, feeders, tracks, plumbing, and drainage facilities, but
excluding tangible personal property of negligible value used by Tenant in
connection with the maintenance and operation of the Improvements such as
janitorial supplies and cleaning equipment) now or hereafter located on the Land
and used or procured for use in connection with the Improvements (collectively
the “Equipment”; the Land, the Improvements and the Equipment being hereinafter
referred to individually or collectively from time to time as the context
requires as the “Leased Property”).
If as of
April 1, 2003, the Leased Property shall be subject to sublease(s) of all or a
part of the Improvements, such subleases is/are listed on Schedule
H hereto. Tenant has heretofore delivered to Landlord true and
correct copies of all of such sublease(s) in accordance with the requirements of
paragraph 21(g) hereof.
The
Leased Property is demised and let in its present condition without
representation or warranty by Landlord, subject to (a) the rights of any parties
in possession thereof, (b) the state of the title thereto existing at the time
Landlord acquired title to the Leased Property, (c) any state of facts which an
accurate survey or physical inspection might show, (d) all applicable laws,
rules, regulations, ordinances and restrictions now in effect, and (e) any
violations of such laws, rules, regulations, ordinances and restrictions which
may exist at the commencement of the Term of this Lease. Tenant has examined the
Leased Property, and Landlord’s title thereto, and has found the same to be
satisfactory.
PID
#_______________
6
Tenant
acknowledges that Tenant is fully familiar with the physical condition of the
Leased Property and that Landlord makes no representation or warranty, express
or implied, with respect to same or the location, use, description, design,
merchantability, fitness for use for a particular purpose, condition or
durability thereof, or as to quality of the material or workmanship therein, or
as to Landlord’s title thereto or ownership thereof, or otherwise; and all risks
incidental to the Leased Property shall be borne by Tenant to the extent of
matters which arise during the Term of this Lease. Landlord leases and Tenant
accepts the Leased Property as is with all faults and in the event of any defect
or deficiency of any nature in the Leased Property or any fixture or other item
constituting a portion thereof, whether patent or latent, Landlord and
Landlord’s Lender shall not have any responsibility or liability with respect
thereto. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED
TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY
DISCLAIM ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO
THE LEASED PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF,
WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR
HEREAFTER IN EFFECT OR OTHERWISE.
3.
TERM; RENEWAL OPTION:
Subject
to the provisions hereof, Tenant shall have and hold the Leased Property for a
term which shall begin as of the date hereof and end on March 31, 2023 (the
“Term of this Lease”). Except as otherwise expressly noted, the Term
of this Lease shall also include any Renewal Term(s) properly exercised by
Tenant as hereinafter provided.
Provided
that no default has occurred and is continuing hereunder beyond any applicable
cure period, and provided that Tenant is operating its business at the Leased
Property, Tenant shall have the right, upon notice delivered to Landlord not
fewer than twelve (12) months nor more than fifteen (15) months prior to the
expiration of the then current term hereof, to renew this Lease for up to four
(4) renewal terms of five (5) years each (each, a “Renewal Term” and
collectively, the “Renewal Terms”). It shall be a condition of the
effectiveness of any such exercise by Tenant that no default shall have occurred
and be continuing hereunder beyond any applicable cure period and that Tenant
shall be in possession of the Leased Property both at the time of exercise and
at the inception of the next ensuing Renewal Term. Tenant shall not
have the right to exercise its option to renew this Lease for more than one (1)
Renewal Term at a time; provided, however, that at any time that two (2) or more
Renewal Terms shall remain unexercised, then subject to the aforesaid
conditions, Tenant shall have the right to exercise up to two (2) consecutive
Renewal Terms with a single notice. All of the terms, conditions,
covenants and agreements contained herein shall continue with equal force and
effect with respect to any Renewal Terms created by the proper exercise by
Tenant of its option to renew as contained herein; provided, however, that the
Basic Rent shall be determined as provided in Article 4, paragraph
(g) below.
PID
#_______________
7
4.
RENT:
(a) Basic Rent and Additional
Rent. Tenant shall pay to Landlord all Basic Rent and (to the
extent payable to Landlord) Additional Rent by wire transfer of federal funds or
collected funds immediately available to Landlord on the dates when rent is due
as provided in Section 4(b) hereof, at Landlord’s address set forth above, or at
such other place in the continental United States as Landlord may from time to
time designate.
(b) Amount of
Installments. During the Term of this Lease, Tenant shall pay
to Landlord, the basic rent provided for in Schedule B annexed hereto (“Basic
Rent”), in arrears, before 11:00 A.M. Eastern time on and as of the quarter
ending (“QE”) on the last day of February, May, August and November of each year
(the “Installment Payment Dates”) as set forth on Schedule B. If such payment is
received after 11:00 A.M. Eastern time, such payment shall be deemed to be
received by Landlord on the next succeeding Business Day. Lessee
shall pay to Landlord per diem interest at the Overdue Interest Rate from the
date on which such payment was due to the date on which such payment is deemed
to be received pursuant to this paragraph.
(c) Intentionally
Omitted.
(d) Holidays. If
any Installment Payment Date falls on a day which is not a Business Day, Basic
Rent shall be due and payable on the next succeeding Business Day without
interest or penalty if paid on such Business Day.
(e) Overdue
Interest. If Tenant shall fail to make any payment of
Additional Rent pursuant to Article 4 hereof or purchase price for the Leased
Property pursuant to Articles 13 or 16 hereof or as liquidated damages pursuant
to paragraph (c) of Article 23 hereof in the amount and on the date provided for
herein, Tenant shall be liable for interest on such late payment at the Overdue
Interest Rate from the date such payment was due to and including the date such
payment was received.
(f) Additional
Rent. All amounts which Tenant is required to pay or discharge
pursuant to this Lease in addition to Basic Rent (including any amount payable
as the purchase price for the Leased Property pursuant to any provision hereof
or as liquidated damages pursuant to paragraph (c) of Article 23) together with
any interest or penalty which may be added for late payment thereof, shall
constitute additional rent hereunder (“Additional Rent”). In the event of any
failure by Tenant to pay or discharge any such amount, Landlord shall have all
rights, powers and remedies provided for herein or by law or otherwise in the
case of nonpayment of Basic Rent. Tenant may pay Additional Rent directly to the
person entitled thereto.
PID
#_______________
8
(g) Rent During Renewal
Term. Basic Rent for and with respect to each Renewal Term
shall be ninety (90%) percent of the annual fair market rent as determined by an
independent appraisal of the Leased Property, which rent shall generate not more
than a nine (9%) percent yield on the fair market value of the Leased Property
(so long as Tenant’s (or any successor entity) credit is rated at least Aa3 by
▇▇▇▇▇’▇ or Standard and Poor’s equivalent), such appraisal to be for a retail
branch bank use if and to the extent that at the time of the exercise of the
renewal option the Leased Property is used as a retail bank
facility. The fair market rent shall be determined by an Appraiser
selected by the parties, the cost of which appraisal shall be paid by
Landlord. In the event that the parties shall be unable to agree upon
an Appraiser within thirty (30) days after the date that Tenant shall exercise
its option to renew, then Landlord shall have the right, at its option, to
invoke the following appraisal procedure by notice in writing to Tenant:
Landlord and Tenant shall each appoint an Appraiser within ten (10) days next
following receipt of Landlord’s notice to Tenant that Landlord has elected to
invoke this appraisal procedure. If either Landlord or Tenant fails
to appoint an Appraiser, the fair market rent (described as aforesaid) shall be
determined by the Appraiser which is appointed within such ten (10) day
period. Within thirty (30) days of appointment, the Appraiser or
Appraisers shall determine the fair market rent, and if the two Appraisers so
appointed are unable to agree upon the fair market rent, the fair market rent
shall be the average of the amounts determined by the Appraisers if the greater
amount is no more than one hundred and five (105%) percent of the lesser
amount. If the greater amount exceeds one hundred and five (105%)
percent of the lesser amount, the determination shall be made by a third
Appraiser, who shall be selected within five (5) days after the end of the
thirty (30) day period referred to above, by the two Appraisers appointed by the
parties. Such determination shall be made by the third Appraiser
within thirty (30) days of his/her appointment. In such event, the
fair market rent shall be the average of the two closest appraised
amounts. In the event the parties are unable to agree on an Appraiser
and Landlord invokes the appraisal procedure outlined above, then in such event,
Landlord and Tenant shall each pay one-half of the cost of the Appraisers;
otherwise, Landlord agrees that it shall bear all costs associated with
obtaining the aforesaid appraisals.
Basic Rent for each Renewal Term shall
be determined as aforesaid, and once determined, shall remain fixed for each
respective Renewal Term and shall be paid monthly in arrears, the provisions of
Article 4 hereof regarding the payment of Basic Rent quarterly
notwithstanding.
5. USE:
Tenant
may use the Leased Property for the financial services business or for any other
lawful purpose, provided that any change in use shall not have any detrimental
environmental effect on the Leased Property arising out of a violation or
violations of Environmental Laws, or result in any increased risk of liability
to Landlord, in Landlord’s reasonable judgment, and provided, further, that any
and all alterations and improvements to the Leased Property shall be subject to
the terms, conditions and limitations contained in Paragraph 12,
below. It is expressly agreed by Landlord that Tenant’s ceasing to do
business at the Leased Property and vacating the Leased Property shall not
constitute a default hereunder so long as the Leased Property continues to be
maintained by Tenant as otherwise required by the terms hereof.
PID
#_______________
9
6.
NET LEASE; NONTERMINABILITY:
(a) Tenant to Pay All
Costs. This Lease is a “net lease” and Tenant’s obligations
arising or accruing during the Term of this Lease to pay all Basic Rent,
Additional Rent, and all other payments hereunder required to be made by Tenant
shall be absolute and unconditional, and Tenant shall pay all Basic Rent,
Additional Rent and all other payments hereunder required to be made by Tenant
without notice, demand, counterclaim, set-off, deduction, or defense, and
without abatement, suspension, deferment, diminution or reduction, free from any
charges, assessments, impositions, expenses or deductions of any and every kind
or nature whatsoever. All costs, expenses and obligations of every kind and
nature whatsoever relating to the Leased Property and the appurtenances thereto
and the use and occupancy thereof which may arise or become due and payable with
respect to the Term of this Lease (whether or not the same shall become payable
during such Term or thereafter) shall be paid by Tenant, and Landlord shall be
indemnified and saved harmless by Tenant from and against the same other than by
reason of Landlord’s willful misconduct or gross negligence. Tenant assumes the
sole responsibility for the condition, use, operation, maintenance, underletting
and management of the Leased Property, and Tenant shall indemnify, defend and
hold Landlord harmless from and against any and all liability, costs, damages,
losses and claims (including reasonable attorneys’ fees and expenses) to the
extent of matters which arise or accrue during the Term of this Lease, and
Landlord shall have no responsibility in respect thereof and shall have no
liability for damage to the property of Tenant or any subtenant of Tenant on any
account or for any reason whatsoever other than by reason of Landlord’s willful
misconduct or gross negligence. Without limiting the generality of the
foregoing, during the Term of this Lease Tenant shall perform all of the
obligations of the sublessor under any sublease affecting all or any part of the
Leased Property which Tenant may hereafter enter into as sublessor.
(b) Nonterminability. Except
as otherwise expressly provided in Articles 10(e)(ii), 13(c) and(f), 16(b),
23(b)(ii) or 29(d) hereof, this Lease shall not terminate, nor shall Tenant have
any right to terminate this Lease or to be released or discharged from any
obligations or liabilities hereunder for any reason, including, without
limitation: (i) any damage to or destruction of the Leased Property; (ii) any
restriction, deprivation (including eviction) or prevention of, or any
interference with, any use or the occupancy of the Leased Property (whether due
to any defect in or failure of Landlord’s title to the Leased Property or
otherwise); (iii) any condemnation, requisition or other taking or sale of the
use, occupancy or title of or to the Leased Property; (iv) any action, omission
or breach on the part of Landlord under this Lease or under any other agreement
between Landlord and Tenant; (v) Tenant’s acquisition of ownership of the Leased
Property, or any sale or other disposition of the Leased Property; or (vi) any
other cause, whether similar or dissimilar to the foregoing, any present or
future law notwithstanding.
(c) Bankruptcy; Tenant to Remain
Liable. Tenant will remain obligated under this Lease in
accordance with its terms, and will not take any action to terminate (except in
accordance with the provisions of subsections (c) and (f) of Article 13 hereof),
rescind or avoid this Lease for any reason, notwithstanding any bankruptcy,
insolvency, reorganization, liquidation, dissolution or other proceeding
affecting Landlord or any assignee of Landlord, or any action with respect to
this Lease which may be taken by any receiver, trustee or liquidator or by any
court. Tenant waives all rights at any time conferred by statute or otherwise to
quit, terminate or surrender this Lease or the Leased Property, or to any
abatement or deferment of any amount payable by Tenant hereunder, or for damage,
loss or expense suffered by Tenant on account of any cause referred to in this
Article 6 or otherwise.
PID
#_______________
10
7.
TAXES AND OTHER CHARGES; LAW AND
AGREEMENTS:
(a) Taxes,
Assessments. Tenant shall pay and discharge, not later than
the last day upon which the same may be paid without interest or penalty, all
taxes, assessments, levies, fees, water and sewer rents and other governmental
and similar charges, general and special, ordinary or extraordinary, and any
interest and penalties thereon, which are levied or assessed and become due and
payable with respect to the Term of this Lease, whether or not the same become
payable during the Term of this Lease (including all of the taxes, assessments,
levies, fees, water and sewer rents and other governmental charges for the year
in which this Lease is executed which are now a lien but not yet due and
payable) against (i) Landlord and which relate to Landlord’s ownership of the
Leased Property, the use and occupancy of the Leased Property or the
transactions contemplated by this Lease, (ii) the Leased Property or the
interest of Tenant or Landlord therein, (iii) Basic Rent, Additional Rent or any
other amount payable by Tenant hereunder, (iv) this Lease or the interest of
Tenant or Landlord hereunder, (v) the use, occupancy, construction, repair or
rebuilding of the Leased Property or any portion thereof, or (vi) gross receipts
from the Leased Property. If any tax or assessment levied or assessed against
the Leased Property may legally be paid in installments, Tenant shall have the
option to pay such tax or assessment in installments. Anything in the preceding
sentence or in this Lease to the contrary notwithstanding, nothing in this Lease
shall require payment by Tenant of any income (including any capital gain),
franchise, estate, inheritance, or similar taxes of Landlord or Landlord’s
Mortgagee, unless such tax is in lieu of or a substitute for any other tax or
assessment upon or with respect to the Leased Property, which, if such other tax
or assessment were in effect, would be payable by Tenant hereunder. Tenant shall
furnish to Landlord, promptly, and in any event within thirty (30) days after
demand by Landlord, proof of the payment of any such tax, assessment, levy, fee,
rent or charge which is payable by Tenant. Such taxes, assessments, levies,
fees, water and sewer rents and other governmental charges shall be apportioned
between Landlord and Tenant as of the date on which this Lease terminates or
expires.
(b) Utility
Charge. Tenant shall pay all charges for utility,
communication and other services rendered or used on or about the Leased
Property to the extent of such matters which arise or accrue during the Term of
this Lease, whether or not payment therefor shall become due after the Term of
this Lease.
(c) Compliance with
Laws. Tenant shall at all times during the Term of this Lease,
at Tenant’s own cost and expense, perform and comply with all laws, rules,
orders, ordinances, regulations and requirements now or hereafter enacted or
promulgated, of every government and municipality having jurisdiction over the
Leased Property and of any agency thereof, relating to the Leased Property, or
the Improvements, or the facilities or equipment thereon or therein, or the
streets, sidewalks, vaults, vault spaces, curbs and gutters adjoining the Leased
Property, or the appurtenances to the Leased Property, or the franchises and
privileges connected therewith, whether or not such laws, rules, orders,
ordinances, regulations or requirements so involved shall necessitate structural
changes, improvements, interference with use and enjoyment of the Leased
Property, replacements or repairs, extraordinary as well as ordinary, and Tenant
shall so perform and comply, whether or not such laws, rules, orders,
ordinances, regulations or requirements shall now exist or shall hereafter be
enacted or promulgated, and whether or not such laws, rules, orders, ordinances,
regulations or requirements can be said to be within the present contemplation
of the parties hereto.
PID
#_______________
11
(d) Contest Charges and
Compliance. Tenant shall have the right to contest, by
appropriate proceedings, any tax, charge, levy, assessment, lien or other
encumbrance, and/or any law, rule, order, ordinance, regulation or other
governmental requirement affecting the Leased Property, and to postpone payment
of or compliance with the same during the pendency of such contest, provided
that in the event of such postponement or payment or noncompliance: (i) Tenant
shall not postpone the payment of any such tax, charge, levy, assessment, lien
or other encumbrance for such length of time as shall permit the Leased
Property, or any lien thereon created by such item being contested, to be sold
by federal, state, county or municipal authority for the non-payment thereof;
(ii) Tenant shall not postpone compliance with any such law, rule, order,
ordinance, regulation or other governmental requirement if Landlord will thereby
be subject to civil liability or criminal prosecution, or if any municipal or
other governmental authority shall commence a process according to applicable
law to carry out any work to comply with the same or to foreclose or sell any
lien affecting all or part of the Leased Property which shall have arisen by
reason of such postponement or failure of compliance; and (iii) Tenant shall
pay, in a timely fashion, all Basic Rent and Additional Rent (other than any
item of Additional Rent that Tenant is permitted to contest pursuant to this
Lease, so long as Tenant satisfies all of the requirements of this Lease
relating to such contest) which shall become due and payable under this
Lease.
8.
LIENS:
Tenant
will promptly, but no later than sixty (60) days after the filing thereof,
remove and discharge of record, by bond or otherwise, any charge, lien, security
interest or encumbrance upon the Leased Property, or any Basic Rent, or
Additional Rent which arises for any reason, including all liens which arise out
of the possession, use, occupancy, construction, repair or rebuilding of the
Leased Property or by reason of labor or materials furnished or claimed to have
been furnished to Tenant for the Leased Property, but not including any
Permitted Encumbrances. Nothing contained in this Lease shall be construed as
constituting the consent or request of Landlord, express or implied, to or for
the performance by any contractor, laborer, materialman, or vendor of any labor
or services or for the furnishing of any materials for any construction,
alteration, addition, repair or demolition of or to the Leased Property or any
part thereof. Notice is hereby given that Landlord will not be liable for any
labor, services or materials furnished or to be furnished to Tenant, or to
anyone holding an interest in the Leased Property or any part thereof through or
under Tenant, and that no mechanic’s or other liens for any such labor, services
or materials shall attach to or affect the interest of Landlord in and to the
Leased Property. In the event of the failure of Tenant to discharge any charge,
lien, security interest or encumbrance as aforesaid, Landlord may discharge such
items by payment or bond or both, and Tenant will repay to Landlord, upon
demand, any and all amounts paid by Landlord therefor, or by reason of any
liability on such bond, and also any and all incidental expenses, including
reasonable attorneys’ fees, incurred by Landlord in connection
therewith.
PID
#_______________
12
9.
INDEMNIFICATION; FEES AND EXPENSES:
(a) Indemnification by
Tenant. Tenant shall pay, and shall protect, defend, indemnify
and hold Landlord and Landlord’s Lender harmless from and against all
liabilities, losses, damages, costs, expenses (including reasonable attorneys’
fees and expenses), claims, demands or judgments of any nature arising from or
in connection with the following events to the extent such events arise during
the Term of this Lease: (i) any injury to, or the death of, any person or any
damage to or loss of property on the Leased Property or growing out of or
directly or indirectly connected with the ownership by Landlord, use, nonuse,
occupancy, construction, repair or rebuilding of the Leased Property (or
adjoining property, to the extent that any loss or damage to adjoining property
arises from or out of the Leased Property), or resulting from the condition
thereof, other than any injury, death, damage or loss arising out of Landlord’s
or Landlord’s Lender’s willful misconduct or gross negligence; and (ii)
violation by Tenant of any provision of this Lease whether or not such violation
results in a violation of any provision of any mortgage affecting Landlord’s
interest in the Leased Property, or of any law, rule, regulation, ordinance or
restriction, now or hereafter in effect and affecting the Leased Property, or of
any lease or other agreement relating to the Leased Property now or hereafter in
effect to which Tenant is a party or by which Tenant is bound, or of any
agreement of which Tenant now has actual or constructive notice and which is now
in effect, affecting the Leased Property or the ownership by Landlord, use,
nonuse, occupancy, construction, repair or rebuilding thereof.
(b) Notice;
Proceedings. Should any event occur for which any party hereto
is entitled to indemnification pursuant to this Article 9 or other provisions of
this Lease, such party shall provide prompt written notice to the other parties
describing the nature of such claim. The indemnifying party may assume
responsibility for any action to be taken to contest the claim, provided that
the indemnifying party will notify the indemnitees in writing of its intention
to contest such claim within thirty (30) days after receipt of notice of the
claim from the indemnitees. The indemnifying party, at its sole expense, may
control all proceedings relating to such contest. The indemnitees will cooperate
with the indemnifying party in contesting such claim, provided that the
indemnifying party indemnifies and holds harmless the indemnitees for all
reasonable costs and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) relating to contesting such claim.
10. ENVIRONMENTAL
MATTERS:
(a) Representations. Tenant
represents and warrants to Landlord that:
(i) to
the best of Tenant’s knowledge, except as described in the Environmental Report
and the Asbestos Report, the Leased Property complies with all Environmental
Laws;
(ii) no
notices, complaints or orders of violation or non-compliance with Environmental
Laws have been received by Tenant and to the best of Tenant’s knowledge, no
federal, state or local environmental investigation is pending or overtly
threatened with regard to the Leased Property or any use thereof or any alleged
violation of Environmental Laws with regard to the Leased Property;
(iii) the
Leased Property has not been used by Tenant or, to the best of Tenant’s
knowledge, except as described in the Environmental Report, by any prior owner
to generate, manufacture, refine, produce, or process, or to store, handle,
transfer or transport any Hazardous Substance (other than in connection with the
operation and maintenance of the Leased Property and in commercially reasonable
quantities as a consumer thereof and in compliance with Environmental
Laws);
(iv) to
the best of Tenant’s knowledge, and except as described in the Environmental
Report, no underground storage tanks or surface impoundments have been installed
in the Leased Property in violation of applicable Environmental Laws and, to the
best of Tenant’s knowledge and except as described in the Environmental Report,
there exists no petroleum contamination in violation of applicable Environmental
Laws to the Leased Property which originated on or off the Leased
Property;
PID
#_______________
13
(v) to
the best of Tenant’s knowledge, and except as described in the Environmental
Report and in the Asbestos Report, the Leased Property is free of Hazardous
Substances and friable asbestos, the removal of which is required or the
maintenance of which is prohibited or penalized by any Environmental
Law;
(vi) to
the best of Tenant’s knowledge, and except as described in the Environmental
Report and the Asbestos Report, the Leased Property contains no Hazardous
Substances or friable asbestos which could materially adversely affect any
person, the environment or any Property or in any case or in the aggregate,
could impose a material liability on Landlord or Landlord’s Mortgagee;
and,
(vii) neither
the Environmental Report nor the Asbestos Report discloses any violation of any
Environmental Law which, individually or in the aggregate would materially and
adversely affect the financial position, business or operations of Tenant, taken
as a whole.
(b) Environmental
Covenants. Tenant covenants that during the Term of this Lease
it (i) shall comply, and cause the Leased Property to comply, with all
Environmental Laws applicable to the Leased Property, (ii) shall prohibit the
use of the Leased Property for the generation, manufacture, refinement,
production, or processing of any Hazardous Substance or for the storage,
handling, transfer or transportation of any Hazardous Substance (other than in
connection with the operation and maintenance of the Leased Property and in
commercially reasonable quantities as a consumer thereof and in compliance with
Environmental Laws), (iii) shall not install or permit the installation on the
Leased Property of any underground storage tanks or surface impoundments and
shall not permit there to exist any petroleum contamination in violation of
applicable Environmental Laws to the Leased Property originating on or off the
Leased Property (other than in connection with the use, operation and
maintenance of the Leased Property and then only in compliance with applicable
Environmental Laws and all other applicable laws, rules, orders, ordinances,
regulations and requirements now or hereafter enacted or promulgated of every
government and municipality having jurisdiction over the Leased Property and of
any agency thereof) or asbestos-containing materials in violation of applicable
Environmental Laws and (iv) shall cause any alterations of the Leased Property
to be done in a way so as to not expose the persons working on or visiting the
Leased Property to Hazardous Substances and in connection with any such
alterations shall remove any Hazardous Substances present upon the Leased
Property which are not in compliance with Environmental Laws or which present a
danger to persons working on or visiting the Leased Property. With
respect to any violation of applicable Environmental Laws related to the Leased
Property caused by Hazardous Substances originating off of the Leased Property
and not generated therefrom by Tenant, its agents, employees or contractors,
Landlord, authorizes Tenant to institute any action against the party
responsible for such violation. So long as Tenant is diligently
pursuing all available recourse against the party responsible for such
violation, and so long as such violation does not pose a risk to public health,
materially threaten the use of the Leased Property or the value thereof, or
expose Landlord or Landlord’s Lender, in any manner, to any claim or liability,
Tenant may defer taking remedial measures to correct the violation caused by
Hazardous Substances originating off of the Leased Property; provided, however
that such period of deferral may be terminated by Landlord or Landlord’s Lender
at any time if either Landlord or Landlord’s Lender, each in its sole and
absolute discretion, believes that the public health, the use of the Leased
Property or the value thereof are threatened by such violation or such Hazardous
Substances. In no event shall the ability to defer remedial measures
relieve Tenant of the responsibility therefor, which responsibility shall
expressly survive the expiration or sooner termination of this
Lease.
PID
#_______________
14
(c) Notice; Right to
Contest. As soon as reasonably possible after obtaining
knowledge thereof, Tenant shall give to Landlord notice of the occurrence of any
of the following events: (i) the failure of the Leased Property to comply with
any Environmental Law; (ii) the receipt by Tenant or any sublessee or assignee
of Tenant of any notice, complaint or order of violation or non-compliance of
any nature whatsoever with regard to the Leased Property or the use thereof with
respect to Environmental Laws; or (iii) the receipt by Tenant or any sublessee
or assignee of Tenant of any notice of a pending or threatened investigation
that Tenant’s (or its sublessees’ or assignees’) operations on the Leased
Property are not in compliance with any Environmental Law. Tenant shall have the
right to contest, by appropriate proceedings, any notice, complaint, order or
finding of violation or non-compliance with any Environmental Laws affecting the
Leased Property or any use thereof by Tenant or its sublessees or assignees,
provided the same will not thereby subject Landlord or Landlord’s Lender to
civil liability or criminal prosecution or permit any municipal or other
governmental authority to commence a process according to applicable law to
carry out any work to comply with the same or to foreclose or sell any lien
affecting all or any portion of the Leased Property which may arise in
connection therewith. If Tenant determines that any Property is in violation of
an Environmental Law, Tenant will promptly give Landlord written notice thereof
notwithstanding the fact that the matter giving rise to such violation may have
been disclosed in the Environmental Report delivered to Landlord and Landlord’s
Lender.
(d) Audit. At
any time that an event of default shall have occurred and be continuing, or a
notice, complaint, or order or finding of violation or non-compliance with
Environmental Laws shall have been issued with respect to one or more parcels
comprising the Leased Property, at the request of Landlord or Landlord’s Lender,
Tenant shall cause to be performed an environmental audit or risk assessment of
the relevant portion of the Leased Property and the then uses thereof and
Landlord shall retain the right, but not the obligation, to cause to be
performed such audit or assessment. Such an environmental audit or
assessment shall be performed by an environmental consultant selected by
Landlord and shall include a review of the uses of the Leased Property and an
assessment of the possibility of violation or non-compliance of the same with
Environmental Laws. All reasonable costs and expenses incurred by Landlord or
Landlord’s Lender in connection with such environmental audit or assessment
shall be paid by Tenant within fifteen (15) days after demand by Landlord or
Landlord’s Lender.
(e) Contaminated Leased
Property. If at any time an event or condition shall have
occurred and be continuing which results in the Leased Property or any portion
thereof being in violation of any Environmental Law, or a notice, complaint, or
order or finding of violation or non-compliance with any Environmental Law shall
have been received by Tenant with respect to the Leased Property (“Contaminated
Leased Property”), Tenant shall either:
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(i)
diligently perform all remedial work to the Contaminated
Leased Property at its own cost and expense to bring the Contaminated Leased
Property into full compliance with Environmental Laws and the requirements of
this Article 10 by not later than the end of the Term of this Lease, provided,
that (x) at the time the remedial work begins and at all times while the
remedial work is continuing, Tenant has a Credit Rating of Baa1 or higher and a
net worth of One and One-Half Billion Dollars ($1,500,000,000) or higher, or (y)
(A) the cost of such remedial work is less than One Million Dollars ($1,000,000)
with respect to the Contaminated Leased Property at the outset and at all times
while the remedial work is continuing, as determined by an environmental
consultant selected by Tenant and approved by Landlord and Landlord’s Lender,
which approval shall not be unreasonably withheld or delayed, and (B) in the
opinion of an environmental consultant selected by Tenant and approved by
Landlord and Landlord’s Lender, which approval shall not be unreasonably
withheld or delayed, the remedial work can be completed within one year and in
no event later than the end of the Term of this Lease (the consultant’s reports
referred to in (A) and (B) above being provided at the beginning of the
remediation period and updated every forty-five (45) days thereafter);
or
(ii) substitute
a Substitute Parcel for such Contaminated Leased Property or, if substitution
cannot be practically and economically accomplished according to Tenant’s good
faith determination, terminate this Lease with respect to such Contaminated
Leased Property in accordance with the terms and conditions of paragraph (c) of
Article 13 hereof within sixty (60) days of delivery of notice of any violation
of any Environmental Law to Landlord in accordance with this Lease.
(f) Asbestos
Program. If the Leased Property is now or hereafter known by
Tenant to contain asbestos, Tenant shall continue its present program or shall
implement a program for monitoring and maintaining any asbestos contained in the
Improvements in a manner designed to minimize the risk of harm resulting from
its presence. Tenant represents that its present asbestos program
includes (i) procedures to monitor the condition of any asbestos known to be
contained in the Improvements, to notify employees and third party contractors
engaged to do work in the Leased Property of a sort which might increase the
risk of exposure to asbestos and to cause any such work to be done in a manner
which minimizes the risk of such increased exposure, (ii) procedures to remove
any asbestos, the condition of which might be disturbed by any alterations or
renovations of the Leased Property undertaken by Tenant, prior to undertaking to
do such alterations or renovations, and (iii) plans to remove promptly any
asbestos which is revealed by the monitoring program to have deteriorated in
condition to a point which creates a significant risk of exposure or the removal
of which is required by any Environmental Laws. Tenant shall also
continue its present practices respecting the possibility of the existence of
asbestos in properties not known to contain asbestos, which include (i)
requiring qualified property operations and maintenance personnel to conduct
periodic inspections of the Leased Property and to report the presence of any
material suspected to be asbestos found in the course of inspections of the
Leased Property, (ii) inspection of properties so reported to confirm the
presence or absence of asbestos, and (iii) inspection of affected areas of
Improvements prior to and during alteration, repair or renovation to confirm the
presence or absence of asbestos.
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(g) Indemnification. Tenant
agrees to indemnify, defend and hold harmless Landlord and each and all of
Landlord’s members, partners, shareholders, officers, directors, employees,
attorneys and agents and Landlord’s Lender and all of Landlord’s Lender’s
members, partners, shareholders, officers, directors, employees, attorneys and
agents (collectively called the “Indemnitees”) from and against any and all
losses (including, without limitation, diminution in value of the Leased
Property), liabilities (including, without limitation, strict liability), suits,
obligations, fines, damages, judgments, penalties, claims, charges, costs and
expenses (including, without limitation, reasonable fees and disbursements of
counsel and consultants for such Indemnitees), which may be suffered or incurred
by, or asserted against, an Indemnitee and which arise directly or indirectly
out of a violation prior to and during the Term of this Lease of this Article 10
or arise directly or indirectly from the presence of Hazardous Substances on the
Leased Property prior to or during the Term of this Lease in amounts or
concentrations requiring remediation under applicable law or by order of
governmental authority.
(h) Survival. The
warranties and obligations of Tenant, and the rights and remedies of Landlord
under this Article 10, are in addition to and not in limitation of any other
warranties, obligations, rights and remedies provided in this Lease or otherwise
at law or in equity and shall survive the substitution of the Leased Property in
accordance with Article 13 hereof and the termination of this Lease, either
pursuant to the terms hereof or following an event of default.
11. MAINTENANCE
AND REPAIR:
Tenant
will, at its cost and expense, keep and maintain the Leased Property in good
repair and condition, and will make all structural and non-structural, and
ordinary and extraordinary changes, repairs and replacements which may be
required to be made upon or in connection with the improvements to the Leased
Property in order to keep the same in good repair and condition. Landlord shall
not be required to maintain, alter, repair, rebuild or replace any Improvements
on the Leased Property or to maintain the Leased Property, and Tenant expressly
waives the right to make repairs at the expense of Landlord pursuant to any law
at any time in effect.
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12. ALTERATIONS,
ADDITIONS AND CONSTRUCTION BY TENANT:
(a) No Consent for Certain
Alterations; Additional Improvements. If Tenant complies with
the requirements of this Article 12(a), Tenant may, without the consent of
Landlord, at its own cost and expense, make additions or improvements to or
alterations of the Improvements now or hereafter erected on the Leased Property,
including, without limitation, the construction of new buildings and
improvements and the demolition of existing Improvements to replace them with
new buildings and improvements (“Additional Improvements”); provided that if and
to the extent that the Leased Property is improved as a retail bank facility
prior to such additions, improvements or alterations, the Leased Property shall
continue to be used as a retail bank facility thereafter. Landlord
acknowledges that (a) the design, plans and physical configuration of a retail
bank facility are subject to change to reflect Tenant’s then current design
standards for retail bank facilities, as well as the prevailing standards for
retail bank facilities observed by national banks within the same geographic
region, and (b) additions, improvements, or alterations made by or for Tenant to
physically adapt and improve its retail bank facility to meet such internal or
industry standards shall not itself constitute a change in use from a retail
bank facility. In the event that such Additional Improvements are
estimated to have a cost less than Seven Hundred Fifty Thousand ($750,000)
Dollars (the “Alteration Cost Threshold”), Tenant may make such Additional
Improvements without the consent of Landlord. Commencing on and as of
the first anniversary of the Commencement Date and on and as of each anniversary
of the Commencement Date thereafter, the Alteration Cost Threshold for the
following twelve month period shall be calculated as the amount equal to the
product derived by multiplying Seven Hundred Fifty Thousand ($750,000) Dollars
by one (1) plus the percentage by which the CPI for such calendar year exceeds
the Base Price Index. In the event the information necessary to calculate the
Alteration Cost Threshold shall not have been published in sufficient time to
permit such calculation to be made on or before the anniversary of the
Commencement Date, the Alteration Cost Threshold shall be calculated by using
the CPI for the latest month for which it has been published. After publication
of the relevant information, Landlord and Tenant shall make appropriate
adjustment of the Alteration Cost Threshold. In no event shall the
Alteration Cost Threshold be reduced as a result of any decrease in the
CPI.
Tenant
may, subject to the terms and conditions contained in this Article 12, at its
own cost and expense, with the prior written consent of Landlord (which consent
will not be unreasonably withheld), make Additional Improvements with an
estimated cost in excess of the Alteration Cost Threshold. Notwithstanding the
foregoing, Tenant shall not make any Additional Improvements in violation of the
terms of any restriction, easement, condition or covenant or other matter
affecting title to the Leased Property. The making of all such Additional
Improvements shall be subject to the following conditions:
(i)
Title to
Additional Improvements. Title to any such Additional
Improvements shall immediately vest in Landlord and shall be a part of the
Leased Property and subject to the terms, covenants and conditions of this
Lease;
(ii) Authorizations. No
Additional Improvements shall be undertaken until Tenant shall have procured and
paid for, so far as the same may be required from time to time, all permits and
authorizations of all municipal and other governmental authorities having
jurisdiction of the Leased Property. Landlord shall, at Tenant’s expense, join
in the application for any such permit or authorization and execute and deliver
any document in connection therewith, whenever such joinder is
necessary;
(iii) Standard of
Construction. The making of the Additional Improvements shall
be expeditiously completed in a good and workmanlike manner and in compliance
with all applicable laws, rules, regulations, ordinances and restrictions then
in effect;
(iv) Approval of Architect or
Engineer May be Required. The making of any Additional
improvements involving changes estimated to have a cost (as defined in paragraph
(c) of Article 12 hereof) in excess of the Alteration Cost Threshold shall be
conducted under the supervision of an architect or engineer employed or engaged
and paid by Tenant and approved in writing by Landlord, which approval shall not
be unreasonably withheld and which architect or engineer shall be deemed
approved by Landlord if such approval or denial is not received within ten (10)
Business Days after receipt of said notice; and neither shall be undertaken
except in accordance with detailed plans and specifications and cost estimates
prepared by Tenant and approved by Landlord, which approval shall not be
unreasonably withheld and which plans and specifications shall be deemed
approved by Landlord if such approval or denial is not received within ten (10)
Business Days after receipt of said notice;
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(v) No Adverse Effect on Fair
Market Value. Any Additional Improvements shall, when
completed, be of such a character as not to adversely affect the fair market
value of the Leased Property or any part thereof, as general purpose buildings,
self-contained structural unit(s), capable of being operated independently of
any other buildings or improvements, and prior to commencement of construction
of the Additional Improvements, if the cost thereof shall be in excess of the
Alteration Cost Threshold, Tenant shall furnish Landlord with a certificate
(which may be in letter form) confirming that said Additional Improvement is of
such a character as to not to adversely affect the fair market value of the
Leased Property or any part thereof; if required by Landlord’s Lender, an
Appraiser reasonably acceptable to Landlord and Tenant shall resolve any
objections made by Landlord to such certificate by appraising, at Tenant’s cost
and expense, the Leased Property in question both with or without such
Additional Improvements;
(vi) No
Liens. Subject to the provisions of Article 8, the cost of any
Additional Improvements shall be paid by Tenant when due so that the Leased
Property shall at all times be free of liens for labor and materials supplied or
claimed to have been supplied to the Leased Property;
(vii) Insurance. During
the period when any demolition or construction in connection with any Additional
Improvements is underway, Tenant, or its contractors and subcontractors, shall
maintain the following insurance (in addition to the insurance required to be
maintained by Tenant pursuant to the provisions of Article 14 hereof): (A)
completed value builders risk insurance for the Leased Property, including all
building materials thereon, covering loss or damage from fire, lightning,
extended coverage perils, sprinkler, leakage, vandalism, malicious mischief and
perils insured in an amount not less than the cost, as estimated by Tenant, of
the construction of the Additional Improvements and (B) workmen’s compensation
insurance covering the full statutory liability as an employer of the contractor
performing the work of making such Additional Improvements;
(viii) Certificate of
Occupancy. Upon completion of the making of the Additional
Improvements in accordance with paragraph (a) of this Article 12, Tenant shall
furnish Landlord with all Certificates of Occupancy or other certificates
required by applicable laws;
(ix) Survey. In
the case of any Additional Improvements constituting or including construction
of, or a change in the exterior walls of, a building, Tenant, upon completion of
Additional Improvements, shall furnish Landlord with a survey showing the
location of said Additional Improvements prepared by a licensed surveyor and
reasonably acceptable to Landlord and certified to Landlord, and Landlord’s
Lender; and
(x) Income
Tax. The making of Additional Improvements shall not
constitute income to Landlord and shall not result in some or all of the
federal, state or municipal income tax deductions which Landlord would otherwise
be permitted to report with respect to the Leased Property or this Lease being
deferred or denied or cause this Lease not to be a true lease for federal income
tax purposes.
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Without
diminishing or impairing Landlord’s rights of receipt, consent and approval as
set forth in this Article 12(a) and subject to Tenant’s compliance with the
terms and conditions of this Article 12, Landlord shall be deemed to have
consented to the making of any Additional Improvements with an estimated cost in
excess of the Alteration Cost Threshold if Landlord’s consent or denial is not
received by Tenant within thirty (30) days after Landlord’s receipt of a notice
from Tenant identifying the Leased Property and describing the proposed
Additional Improvements in reasonable detail.
(b) Tenant’s
Equipment. Tenant may, at its own cost and expense, install or
place upon or remove and reinstall and replace at the Leased Property Tenant’s
Equipment or the Equipment. Any such Tenant’s Equipment shall not become the
property of Landlord (other than replacements of Equipment which is the property
of Landlord, which replacement shall also be the property of Landlord).
Replacements of Equipment which are property of the Landlord shall be of at
least equal quality and fair market value to the replaced Equipment when the
replaced items were new. Tenant shall repair any damage caused by removal of
Equipment from the Leased Property, at Tenant’s own cost and
expense.
(c) “Costs”
Defined. For the purposes of this Article 12, the term “cost”
shall include (i) all costs and expenses properly charged or chargeable, in
accordance with generally accepted accounting principles, as capital
expenditures in connection with the making of the Additional Improvements, and
including, without limitation, reasonable attorneys’, architects’ and engineers’
fees, interest charges during construction and the fees and charges for the
preparation of the plans and specifications relating to such Additional
Improvements, and (ii) survey charges pursuant to the provisions of clause (ix)
of paragraph (a) of this Article 12.
13. CONDEMNATION
AND CASUALTY; SUBSTITUTION:
(a) Assignment of Proceeds;
Tenant Authorized to Act for Landlord. Except as provided
herein, Tenant hereby assigns to Landlord any award, compensation, insurance
proceeds or other payment (including any self insurance amounts) to which Tenant
may become entitled by reason of its interest in the Leased Property, other than
any award, compensation or insurance payment made to Tenant for interruption or
loss of business, for moving expenses or for any inventory, machinery, equipment
or other personal property belonging to Tenant (hereinafter referred to as
“Tenant’s Loss”) by reason of (i) damage to or destruction of the Leased
Property by fire or other casualty or cause (a “casualty”), or (ii) by reason of
any condemnation, requisition or other taking or sale of the use, occupancy,
access, or title to the Leased Property or any portion thereof in, by or on
account of any actual or threatened eminent domain proceeding or other action by
any governmental authority or other person having the power of eminent domain (a
“condemnation”). Tenant is hereby authorized and empowered, at its
cost and expense, in the name and on behalf of Landlord, Tenant or otherwise, to
appear in any such proceeding or other action, to negotiate, accept and
prosecute any claim for any award, compensation, insurance proceeds or other
payment on account of any such casualty or condemnation, and to cause any such
award, compensation, insurance proceeds or other payment to be paid to Landlord,
except that Tenant shall be entitled to submit a claim for Tenant’s Loss and
receive and retain any award applicable thereto. All amounts so paid or payable
to Landlord or Tenant shall be retained or paid over to the party entitled
thereto in accordance with the provisions of this Article 13. Tenant
shall take all appropriate action in connection with each such claim, proceeding
or other action, however Landlord and Landlord’s Lender
may participate in such proceeding(s), and Tenant shall deliver all instruments
reasonably requested by Landlord and Landlord’s Lender to permit such
participation, and shall pay all costs and expenses in connection
therewith.
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(b) Partial Damage or
Condemnation; Restore/Repair or Substitute. If less than
substantially all of the Leased Property shall be damaged or destroyed by
casualty, or condemned, then Tenant shall give prompt written notice thereof to
Landlord, and this Lease shall continue in full force and effect, and Tenant
shall either (i) proceed at Tenant’s own cost and expense and in conformity with
the requirements set forth in paragraph (a) of Article 12 hereof with reasonable
diligence and promptness to carry out any necessary demolition and to restore,
repair, replace, and/or rebuild the Leased Property in order to restore the
Leased Property, as nearly as practicable, to substantially the same condition,
design and construction as that which existed immediately prior to such casualty
or condemnation or, if the Leased Property is restored to a different condition,
design or construction than that which existed immediately prior to such
casualty or condemnation, the Leased Property must be restored as nearly as
practicable to the fair market value which existed immediately prior to the
condemnation or casualty or (ii) substitute the Leased Property in conformity
with the requirements set forth in paragraph (f) of this Article
13.
(i)
No
Abatement. If Tenant elects to restore or substitute for the
Leased Property in accordance with this paragraph (b) of this Article 13, Basic
Rent shall not ▇▇▇▇▇ hereunder by reason of any such casualty or condemnation of
the Leased Property, and Tenant shall continue to perform and fulfill all of
Tenant’s obligations, covenants and agreements hereunder notwithstanding such
damage or destruction.
(ii) Cost of Repair and Net
Award. Landlord and Tenant shall agree on the maximum cost of
such restoration, repair, replacement or rebuilding and such cost shall be paid
first out of the Net Award and then out of Tenant’s own funds to the extent such
cost exceeds the Net Award. If the Net Award shall not exceed the Alteration
Cost Threshold, and provided Tenant is not in default under this Lease, then the
Net Award shall be paid to Tenant (and to the extent the Net Award was
previously assigned to Landlord, will be remitted by Landlord to Tenant) to be
applied to the repair and rebuilding work required by this paragraph (b). If the
Net Award exceeds the Alteration Cost Threshold, the proceeds shall be disbursed
in accordance with clauses (i) - (iv) of paragraph (d) of this Article
13.
(c) (i)
Substantial or Complete
Destruction or Condemnation: Repair, Substitute, or
Terminate. If, at any time during the Term of this Lease,
Tenant shall reasonably determine that all or substantially all of the Leased
Property has been destroyed by casualty, or all or substantially all of the
Leased Property has been taken by condemnation, or after any substantial
condemnation of the Leased Property if the Leased Property is unsuitable for
continued use in Tenant’s business, Tenant shall promptly notify Landlord of
such event in writing within thirty (30) days of such condemnation or casualty.
In such event, Tenant may either (i) rebuild and/or restore the Leased Property,
at Tenant’s own cost and expense and in accordance with the requirements set
forth in paragraphs (a) and (b) of Article 12 hereof and paragraph (d) of
Article 13 hereof, (ii) substitute the Leased Property in conformity with the
requirements set forth in paragraph (f) of this Article 13 or (iii) give written
notice to Landlord within ninety (90) days after such condemnation or casualty
of Tenant’s intention to terminate this Lease in conformity with the
requirements herein set forth.
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(ii) Determination of Substantial
Destruction or Condemnation. Substantially all of the Leased
Property shall be deemed to have been taken by condemnation if the remaining
portion of the Leased Property shall not be of sufficient size or character to
permit the operation by Tenant on an economically feasible basis of the business
conducted thereon immediately prior to the condemnation, assuming that such
remaining portion had been repaired and restored to the fullest extent possible.
Substantially all of the Leased Property shall be deemed to have been destroyed
by casualty, if, as to any one occurrence, fifty percent (50%) or more of the
total net rentable square foot area within the Leased Property shall be damaged
or destroyed and Tenant determines in its reasonable discretion that the Leased
Property is no longer suitable for use in its business.
(iii) Notice of Termination;
Repurchase; Net Award. Tenant’s notice to Landlord of Tenant’s
intent to terminate this Lease shall (i) contain a brief description of the
relevant condemnation or casualty, (ii) specify such termination date, which
shall be the Installment Payment Date first occurring at least one hundred
eighty (180) days after such notice is given (the “Termination Date”), (iii) if
such notice of termination shall be based on a reasonable determination by
Tenant that after such casualty or condemnation the Leased Property is no longer
suitable for use in Tenant’s business as aforesaid, contain a certification by
Tenant that a vice president of Tenant has made such determination in good
faith, and that, on or before such Termination Date, Tenant will discontinue the
use of the Leased Property in Tenant’s ordinary course of business, (iv) contain
the irrevocable offer of Tenant to purchase Landlord’s interest in the Leased
Property (and in the Net Award hereinafter referred to) on such Termination Date
at the Termination Value (defined as the amount corresponding to the applicable
Termination Date on Schedule
F annexed hereto); and (v) contain a commitment by Tenant to deposit with
a Depository, not later than one hundred eighty days (180) days after the date
of Tenant’s notice to Landlord of Tenant’s intent to terminate this Lease, as
security for payment of the purchase price for the Leased Property, the
applicable Termination Value less the amount of any Net Award previously paid
with respect to such casualty or condemnation and held by Landlord or Landlord’s
designee pursuant to paragraph (a) of this Article 13. If Landlord shall reject
such offer to purchase by notice given to Tenant not later than twenty (20)
Business Days prior to such Termination Date, and Landlord’s Lender (if any)
shall consent in writing to such rejection, then this Lease shall terminate on
such Termination Date and the Net Award relating to such Property shall be paid
and belong to Landlord, plus an amount equal to the deductible payable under the
policy or policies of insurance, which shall be paid by Tenant to Landlord.
Unless Landlord shall (with the consent of Landlord’s Lender, as aforesaid)
reject such offer to purchase as provided in the preceding sentence, Landlord
shall be conclusively deemed to have accepted such offer, and on such
Termination Date Landlord shall transfer, and Tenant shall purchase, Landlord’s
interest in the Leased Property (and in the Net Award) in accordance with the
provisions of Article 17 hereof, and upon payment of the purchase price, this
Lease and Tenant’s obligation to pay Basic Rent shall terminate on the
Termination Date. The additional amount, if any, deposited by Tenant
pursuant to clause (v) of paragraph (c)(iii) of this Article 13 and not applied
towards the purchase price of such Property shall be paid to Tenant on the
Termination Date if Tenant is not in default under this Lease.
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(iv) Failure to Give Termination
Notice. If Tenant shall not give notice of its intention to
terminate this Lease in accordance with paragraph (c) of this Article 13 or
shall not be entitled to give notice of its intention to terminate this Lease,
then this Lease shall continue in full force and effect.
(d) Net Award Exceeds Alteration
Cost Threshold; Tenant in Default. If the Net Award shall
exceed the Alteration Cost Threshold, or if Tenant is in default under this
Lease, then:
(i)
Net Award Paid
to Depository. The full amount of the Net Award shall be paid
to a depository (the “Depository”) to be selected as hereinafter provided. The
Depository shall be The Chase Manhattan Bank (National Association), New York,
New York, or if The Chase Manhattan Bank (National Association), shall be
unwilling or unable to serve as the Depository, a bank or trust company selected
by Landlord and approved by Tenant, which approval Tenant shall not unreasonably
withhold or delay, which is authorized to do business in the Commonwealth of
Pennsylvania or the State of North Carolina, and which has undivided capital and
surplus of Two Hundred Million Dollars ($200,000,000) or more. The Depository
shall have no affirmative obligation to prosecute a determination of the amount
of, or to effect the collection of, any insurance proceeds or condemnation award
or awards, unless the Depository shall have been given an express written
undertaking to do so by Landlord and Tenant. Moneys received by the Depository
pursuant to the provisions of this Lease shall not be mingled with the
Depository’s own funds and shall be held by the Depository in trust, either
separately or with other trust funds, for the uses and purposes provided in this
Lease. The Depository shall place any moneys held by it into an interest bearing
account; and the interest paid or received by the Depository on the moneys so
held in trust shall be added to the moneys so held in trust. The Depository
shall not be liable or accountable for any action taken or suffered by the
Depository or for any disbursement of moneys made by the Depository in good
faith in reliance on advice of legal counsel. In disbursing monies pursuant to
clause (ii) of this paragraph (d), the Depository may rely conclusively on the
information contained in any notice given to the Depository by Tenant in
accordance with the provisions of said clause (ii), unless Landlord shall notify
the Depository in writing within five (5) Business Days after the giving of any
such notice that Landlord intends to dispute such information, in which case the
disputed amount shall not be disbursed but shall continue to be held by the
Depository until such dispute shall have been resolved;
(ii) Agreement on Repair Costs
and Payment Thereof. Landlord and Tenant shall agree on the
maximum cost of such rebuilding, restoration or repair, and such cost shall be
paid first out of the Net Award and then out of Tenant’s own funds to the extent
such cost exceeds the Net Award;
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(iii) Tenant Reimbursements from
Net Award. From time to time, but not more often than once in
any thirty (30) day period, Tenant may request reimbursement out of the Net
Award for the actual costs and expenses incurred by Tenant in connection with
such repair and rebuilding. Such requests shall be made by written notice to the
Depository, with a copy to Landlord, setting forth in reasonable detail all of
such costs and expenses incurred by Tenant. If Landlord shall in good faith
desire to dispute the information contained in any notice given by Tenant
pursuant to this clause (iii), Landlord shall so notify Tenant and the
Depository in writing within five (5) Business Days after the giving of such
notice, specifying the amount intended to be disputed and the nature of the
dispute. After such five (5) Business Day period has elapsed, if Landlord has
not disputed the information contained in Tenant’s Notice, the Depository shall
promptly disburse to Tenant out of the Net Award the amount of such costs and
expenses; and
(iv) Excess Net Award to
Landlord. Upon the completion of such repair and rebuilding,
any remaining Net Award shall be paid to and belong to Landlord. Landlord will
utilize such remaining Net Award to prepay any mortgage indebtedness encumbering
the Leased Property, and each payment of Basic Rent payable during the remaining
Term to occur following the payment of such remaining Net Award to Landlord
shall be reduced by an amount so as to preserve Landlord’s Yield with respect to
its ownership of the Leased Property; provided that in no event will Basic Rent
be reduced to an amount which is less than the debt service payable with respect
to the mortgage obtained by Landlord in connection with Landlord’s acquisition
of its interest in the Leased Property.
(e) Temporary Condemnations;
Routine Condemnations. Notwithstanding any other provision to
the contrary contained in this Article 13, in the event of a temporary
condemnation, this Lease shall remain in full force and effect and Tenant shall
be entitled to the Net Award allocable to such temporary condemnation; except
that such portion of the Net Award allocable to the time period after the
expiration or termination of the Term of this Lease shall be paid to
Landlord. Any condemnation limited to street widenings and not
involving damage to any building or improvements, and in which the Net Award is
reasonably estimated not to exceed $100,000.00, is hereinafter referred to
herein as a “Routine Condemnation.” Notwithstanding any other
provisions herein to the contrary, in the event of a Routine Condemnation,
Tenant shall be entitled to recover from the Net Award (i) Tenant’s Loss, and
(ii) Tenant’s reasonable out-of-pocket costs and expenses (including reasonable
attorneys’ fees and costs) in handling the Routine Condemnation, and the balance
of the Net Award shall be payable to Landlord. With respect to any
temporary condemnation or Routine Condemnation, Tenant shall deliver to
Landlord, promptly upon Tenant’s receipt thereof, any notices, communications,
plans and any further materials with respect to the temporary condemnation or
Routine Condemnation as Landlord may reasonably request. Landlord and
Landlord’s Mortgagee shall cooperate in any temporary condemnation or Routine
Condemnation, and upon request shall execute any deeds, easements, releases or
any other instruments required by the condemning authority for the temporary
condemnation or Routine Condemnation within 30 days next following receipt
thereof by Landlord and Landlord’s Mortgagee, together with such other and
further materials as either Landlord or Landlord’s Mortgagee may specify in
writing to Tenant. If Landlord or Landlord’s Mortgagee shall fail to
execute any such deeds, easements, releases or such other instruments as may be
specifically requested by Tenant, then Tenant may deliver to Landlord and
Landlord’s Mortgagee further notice requesting the delivery of said
documents. Tenant’s notice shall specify in capital letters and bold
face type that if Landlord or Landlord’s Mortgagee shall fail to return the
requested documents within ten (10) days, or shall fail to specify what
corrections need be made to such documents or why, specifically, Landlord
objects to the delivery of such documents, then Tenant intends to deliver such
instruments as Landlord’s attorney-in-fact.
PID
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Subject
to the foregoing provision, in the event Landlord or Landlord’s Mortgagee fail
to deliver any such deeds, easements, releases or other instruments within the
30 day period required above, subject to the additional 10 day notice required
above, and subject to Landlord’s receipt of such other documentation relating to
the Routine Condemnation as Landlord shall reasonably request, then in such
event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord
to execute and deliver on behalf of Landlord any and all deeds, easements,
releases and other instruments required by the condemning authority for the
temporary condemnation or Routine Condemnation; provided, however, that no
instrument executed by Tenant as attorney-in-fact shall contain any covenants
other than quitclaim covenants. Tenant’s obligation to pay reasonable
attorney’s fees to Landlord and Landlord’s Mortgagee in connection with any
Routine Condemnation shall not exceed $6,000.00 for each of Landlord’s and
Landlord’s Mortgagee’s legal counsel. For purposes of this paragraph
(e) of Article 13, commencing on March 31, 2004, and every March 31st thereafter
during the Term of this Lease, the $6,000.00 limitation on attorney’s fees for
each of Landlord and Landlord’s Mortgagee shall be calculated as the amount
equal to the product derived by multiplying $6,000.00 by one plus the percentage
by which the CPI for such calendar year exceeds the Base Price
Index. In the event the information necessary to calculate this
amount shall not have been published in sufficient time to permit such
calculation to be made on or before March 31 of any year, the limitation shall
be calculated by using the CPI for the latest month for which it has been
published. After publication of the relevant information, Landlord
and Tenant shall make appropriate adjustment of the limitation. In no
event shall the $6,000 limitation on attorney’s fees be reduced as a result of
any decrease in the CPI.
(f) Substitution.
(i) Tenant’s Right; Like Kind
Use and Value. At any time during the Term of this Lease,
Tenant may give written notice to Landlord that it intends to provide to
Landlord a substitute parcel of real property consisting of a fee estate (the
“Substitute Parcel”) having a comparable appraised “Like Kind Use and Value,”
and substituted in accordance with the requirements set forth
below. “Like Kind Use and Value” shall mean that (i) the Substitute
Parcel has, generally, the same character, quality, use and rental value as the
Leased Property, and (ii) the Substitute Parcel has a fair market value at least
equal to the value of the Leased Property, as such value is similarly
calculated. The Appraiser shall be selected and mutually agreed upon
by the parties and all costs therefor shall be borne by Tenant. If
the parties shall be unable to select and mutually agree upon an Appraiser, then
either party shall have the right, upon ten (10) days notice to the other, to
invoke the appraisal procedure set forth at Article 16 hereof to confirm the
Substitute Parcel’s Like Kind Use and Value, as above described. In
the instance of a substitution following a casualty or condemnation (as defined
in Paragraph 13(a)), of or to the Leased Property, the appraisal of the Leased
Property required under this Paragraph 13(f) shall appraise the property in its
condition immediately prior to the casualty or condemnation.
PID
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(ii) Appraisal; Closing
Requirements. Tenant may not elect to substitute a Substitute
Parcel for the Leased Property unless Tenant shall have demonstrated by
appraisal pursuant to the immediately proceeding paragraph, that the Substitute
Parcel shall have a Like Kind Use and Value equal to or greater than the Leased
Property, and Tenant provides to Landlord (A) a limited warranty deed and an
amendment to this Lease and memorandum of lease and any assignment thereof in
recordable form satisfactory to Landlord in all respects pursuant to which the
Substitute Parcel shall become the Leased Property, (B) an opinion of counsel or
the written advice of a “Big Four” independent certified public accounting firm
or another accounting firm acceptable to Landlord confirming that such
replacement constitutes a tax-free exchange to Landlord and shall not result in
the reduction, denial or deferral of any or all of the federal, state or
municipal income tax deductions which Landlord otherwise would be permitted to
report with respect to the Leased Property or cause this Lease not to be a true
lease for federal income tax purposes, which opinion shall be in a form and
substance reasonably satisfactory to Landlord and Landlord’s Mortgagee, (C) a
certification with respect to the Substitute Parcel by Tenant containing the
representations and warranties set forth on Schedule
G, attached hereto and incorporated herein by reference, (D) an
endorsement reasonably satisfactory to Landlord and Landlord’s Mortgagee to
Landlord’s and Landlord’s Mortgagee’s title insurance policy or a new policy
insuring Landlord’s and Landlord’s Mortgagee’s respective title and interest
thereto and therein in an amount at least equal to the fair market value
thereof, subject only to Permitted Encumbrances, (E) a survey of the Substitute
Parcel prepared by a licensed surveyor and reasonably acceptable to Landlord,
certified to Landlord, Landlord’s Mortgagee and the title insurance company
issuing the endorsements required under the immediately preceding clause (D),
(F) a Phase I environmental study by a firm reasonably acceptable to Landlord’s
and Landlord’s Mortgagee with respect to the Substitute Parcel, dated not more
than one hundred eighty (180) days prior to delivery thereof to Landlord,
indicating that the Substitute Parcel is in compliance with Article 10 hereof,
(G) a commitment by Tenant to pay all of Landlord’s and Landlord’s Mortgagee’s
reasonable costs and expenses (including reasonable attorney’s fees) incurred in
connection with such substitution; provided, however, notwithstanding anything
herein to the contrary, Tenant’s obligation to pay the reasonable attorney’s
fees of Landlord and Landlord’s Mortgagee in connection with such substitution
shall not exceed $7,500.00 for each of Landlord’s and Landlord’s Mortgagee’s
legal counsel, and (H) such other documents or instruments as Landlord and
Landlord’s Mortgagee may reasonably request to insure the continued validity and
enforceability of this Lease. In the event that clause (B) above cannot be
satisfied because the substitution is not a tax-free exchange to Landlord or
results in a reduction, denial or deferral of any or all of the tax deductions
otherwise available to Landlord, Tenant nevertheless will be permitted to
substitute for the Leased Property, provided that the Basic Rent payable
hereunder is changed to preserve Landlord’s Yield, provided that in no event
will Basic Rent be reduced to an amount which is less than the debt service
payable with respect to the mortgage loan incurred by Landlord at the time of
purchase of Landlord’s interest in the Leased Property. For purposes
of this paragraph (f)(ii) of Article 13, commencing on March 31, 2004, and on
and as of each March 31 thereafter during the Term of this Lease, the
limitations on attorneys fees for Landlord and Landlord’s Mortgagee set forth in
this paragraph (f)(ii), shall be calculated as the amount equal to the product
derived by multiplying $7,500, by one plus the percentage by which the CPI for
such calendar year exceeds the Base Price Index. In the event the
information necessary to calculate this amount shall not have been published in
sufficient time to permit such calculation to be made on or before March 31
during any year, the limitation shall be calculated by using the CPI for the
latest month for which it has been published. After publication of
the relevant information, Landlord and Tenant shall make appropriate adjustment
of the limitation. In no event shall the limitation on attorney’s
fees of $7,500, be reduced as a result of any decrease in the CPI.
PID
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(iii) Review
Period. Landlord and Landlord’s Mortgagee shall have a period
of thirty (30) days to review each of the items described in Article 13(f)(ii)
following receipt of such items from Tenant. Any such item that is
not commented upon or responded to within such 30 day period shall be deemed
approved and thereafter neither Landlord nor Landlord’s Mortgagee shall have the
right to reject any such item and Tenant shall not be responsible for any legal
fees incurred after the expiration of such 30 day period unless within such
period Landlord or Landlord’s Mortgagee shall have requested additional or
clarifying information which is not delivered until after the thirty (30) day
period shall have elapsed; it being agreed by the parties that in such instance,
the thirty (30) day review period shall be deemed extended until that date which
is five (5) business days next following the date on which Landlord and
Landlord’s Mortgagee shall have received the last remaining item
requested.
(iv) Rentals Continue in Same
Amount. Anything herein contained to the contrary
notwithstanding, the Basic Rent and the Additional Rent payable under this Lease
shall not be diminished or otherwise affected upon the substitution of a
Substitute Parcel.
(v) Landlord’ Standard of
Acceptance. With respect to a notice to substitute real
property pursuant to paragraph (f)(i) on the specified Termination Date,
Landlord shall accept such Substitute Parcel if such notice, the required
appraisal(s), and all other documents required for such substitution meet the
requirements of subsections (f)(i) and (ii) hereof. Landlord shall
not otherwise be required to accept such Substitute Parcel within
such period if Landlord or Landlord’s Mortgagee shall have requested additional
or clarifying information which is not delivered until after the thirty (30) day
period shall have lapsed; it being agreed by the parties that in such instance
the above said thirty (30) day review period shall be deemed extended until the
date which is five (5) business days next following the date on which Landlord
and Landlord’s Mortgagee shall have received the last remaining item
requested.
14. INSURANCE:
(a) Tenant
shall during the term hereof, at its cost and expense, maintain valid and
enforceable insurance of the following character:
(i) “all
risks” insurance coverage against losses by fire and lightning and other risks
for the full insurable replacement value of the Improvements and the Equipment
and all building materials, equipment, machinery, appliances and other property
which constitute part of the Leased Property, with agreed amount endorsement or
endorsements providing equivalent protection, including loss by windstorm, hail,
explosion, riot (including riot attending a strike), civil commotion, aircraft,
vehicles, smoke damage, and vandalism and malicious mischief, but excluding
insurrections, rebellions, revolutions and civil wars, in amounts not less than
the full insurable value of all buildings and other improvements on the Leased
Property. The term “full insurable value” as used herein means the actual
replacement cost, including the costs of debris removal, but excluding the cost
of constructing foundation, footings and excavations.
PID
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(ii) Comprehensive
general public liability insurance covering the legal liability of Landlord and
Tenant against claims for bodily injury, death or property damage, occurring on,
in or about the Leased Property and the adjoining land or occurring as a result
of ownership of facilities located on the Leased Property or as a result of the
use of products or materials manufactured, processed, constructed or sold, or
services rendered, on the Leased Property, in the minimum amount of Five Million
Dollars ($5,000,000) with respect to any one occurrence, accident or disaster or
incidence of negligence. Coverage should include “premises/operations”,
“independent contractors”, and “blanket contractual” liabilities. If the
insurance is provided on a claims made basis, the insured amount shall be Five
Million Dollars ($5,000,000) per claim and the coverage shall be the same as
under the occurrence form. Any claims made policy shall provide that (A)
coverage will be continuous, (B) the retroactive date of the first claims made
policy shall be the expiration date of the preceding continuous occurrence
coverage, (C) at each renewal of the claims made coverage the retroactive date
shall not be advanced, (D) if the retroactive date is advanced or coverage is
cancelled for whatever reason, Tenant shall deliver to Landlord a certificate of
insurance showing that Tenant has purchased the extended reporting period or
supplemental tail endorsement under the previous policy extending the period for
an unlimited time, if reasonably available, during which a claim may first be
made, and (E) the certificate of insurance shall show the retroactive
date.
(iii) Workmen’s
compensation insurance. Tenant shall comply with applicable workmen’s
compensation laws and shall maintain workers’ compensation insurance if and to
the extent necessary for such compliance.
(iv) Such
other insurance, in such amounts and against such risks, as is customarily
maintained by operators of similar properties.
(v) Excess
Liability - single limit liability insurance in the amount of Five Million
Dollars ($5,000,000) with respect to the risk referred to in clause (ii) of this
paragraph (a) of Article 14.
Such
insurance shall be written by companies of recognized financial standing which
are rated at least A by national rating organizations and have a claims paying
ability rating from Standard & Poor’s Corporation of AAA or a rating from
Best’s of at least A:XIII, and are legally qualified to issue such insurance,
and are acceptable to Landlord and Landlord’s Mortgagee, and shall name Tenant
as the insured party and Landlord and Landlord’s Mortgagee as additional
insureds as their interests may appear in accordance with paragraph (c)(i) of
this Article 14. Such insurance may provide for such reasonable deductible
amounts as are customarily provided for in insurance maintained by operators of
comparable buildings (but in no event in excess of Two Hundred Fifty Thousand
Dollars ($250,000) per occurrence, adjusted for increases in the CPI), and may
be obtained by Tenant by endorsement on its blanket insurance policies provided
that each such endorsement on the blanket insurance policy shall provide for a
reserved amount thereunder with respect to the Leased Property so as to assure
that the amount of insurance required by clause (i) of paragraph (a) of this
Article 14 will be available notwithstanding any losses with respect to other
property covered by such blanket policy or, if reservation of amounts under
Tenant’s blanket insurance policy is not available under the terms of such
policies, shall otherwise be acceptable to Landlord and Landlord’s Mortgagee.
Tenant may, at its cost and expense, prosecute any claim against any insurer or
contest any settlement proposed by any insurer, and Tenant may bring any such
prosecution or contest during the Term of this Lease in the name of Landlord,
Tenant or both, and Landlord will join therein at Tenant’s request, provided
that Tenant shall indemnify Landlord against any costs or expenses which
Landlord may incur in connection with such prosecution or contest. Provided that
no event of default has occurred and is continuing and notwithstanding any other
provisions of this Article 14, Tenant may maintain a prudent self insurance
program that provides for the maintenance of adequate capital reserves as
determined by statutorily accepted accounting principles provided that Tenant
may maintain self insurance (i) for public liability coverage only if Tenant at
all times shall maintain a Credit Rating of at least Baa3 and (ii) for
property/hazard insurance coverage only if Tenant at all times shall maintain a
Credit Rating of at least Baal.
PID
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(b) Provided
that no event of default has occurred and is continuing, insurance claims by
reason of damage or destruction to any portion of the Leased Property shall be
adjusted by Tenant, subject to the approval of Landlord if such claim exceeds
the Alteration Cost Threshold, which approval Landlord agrees not to
unreasonably withhold or delay.
(c) Every
insurance policy maintained pursuant to clause (vii) of paragraph (a) of Article
12, or paragraph (a) of this Article 14 shall: (i) name Landlord and Landlord’s
Mortgagee, as additional insureds as their interests may appear; (ii) contain a
standard first mortgage endorsement naming any mortgagee of Landlord’s interest
in the Leased Property; (iii) provide that in any instance where the total loss
proceeds payable by reason of a single occurrence shall exceed the Alteration
Cost Threshold, all of such proceeds shall be paid as provided in Article 13
hereof; (iv) provide that the insurer waives all rights of subrogation against
Landlord, any successor to Landlord’s interest in the Leased Property, and any
mortgagee of Landlord’s interest in the Leased Property; (v) provide that 30
days (10 days for nonpayment of premiums) prior written notice of cancellation,
modification, termination or lapse of coverage shall be given to Landlord and
any mortgagee of Landlord’s interest in the Leased Property and that such
insurance, as to the interest of such mortgagee, shall not be invalidated by any
act or neglect of Tenant or of Landlord or any owner of the Leased Property, nor
by any foreclosure or any other proceedings relating to the Leased Property, nor
by any change in the title ownership of the Leased Property, nor by occupation
of the Leased Property for purposes more hazardous than are permitted by such
policy; and (vi) be primary and without right or provision of contribution as to
any other insurance carried by Landlord or any other interested party; and (vii)
in the event any insuring company is not domiciled within the United States of
America, include a United States Service of Suit clause (providing any actions
against the insurer by the named insured or Landlord are conducted within the
jurisdiction of the United States of America).
(d) Tenant
shall deliver to Landlord upon the execution and delivery of this Lease
certificates of insurance, on an ▇▇▇▇▇ 27 form, signed by an authorized
insurance company representative, reasonably satisfactory to Landlord and any
mortgagee of Landlord’s interest in the Leased Property, evidencing all the
insurance which is then required to be maintained by Tenant, and Tenant shall,
within 5 days prior to the expiration of any such insurance, deliver
certificates of insurance, on an ▇▇▇▇▇ 27 form, evidencing the renewal of such
insurance (signed by an authorized insurance company representative) evidencing
the renewal of such insurance.
PID
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(e) Tenant
shall not obtain or carry separate insurance concurrent in form or contributing
in the event of loss with that required in this Article 14 to be furnished by
Tenant, unless Landlord and Landlord’s Mortgagee is included therein as an
additional insured, with loss payable as in this Lease provided. Tenant shall
immediately notify Landlord whenever any such separate insurance is obtained and
shall deliver to Landlord and Landlord’s Mortgagee the policy or policies or
certificates evidencing the same.
(f) Tenant
shall comply with all of the terms and conditions of each insurance policy
maintained pursuant to the terms of this Lease.
15. FINANCIAL
STATEMENTS:
Subject
to the last paragraph of this Article 15, Tenant shall furnish the following
statements to Landlord:
(a) as
soon as practicable and in any event within 120 days after the end of each
fiscal year, consolidated statements of earnings, and consolidated statements of
cash flows, consolidated statements of stockholders equity, and consolidated
balance sheets of Tenant as of the end of each such year, setting forth in each
case in comparative form corresponding consolidated figures from the preceding
year, all in the form as furnished by Tenant to the Securities and Exchange
Commission or similar federal agency having regulatory jurisdiction over Tenant,
or, if no such jurisdiction exists, in reasonable detail and reasonably
satisfactory in scope to Landlord and certified to Tenant as to consolidated
statements by independent certified public accountants of recognized national
standing selected by Tenant whose certificate shall be based upon an examination
conducted in accordance with generally accepted auditing standards and the
application of such tests as said accountants deem necessary in the
circumstances;
(b) with
reasonable promptness, copies of all financial statements and reports which
Tenant shall send to its stockholders, and copies of each Form 10-K, Form 10-Q,
Form 8-K, proxy statement and, in the form having been deemed effective,
registration statement (without exhibits) (other than preliminary proxy
statements and Form S-8 registration statements), or copies of any successor
forms or statements substituted therefor, which Tenant shall file with the
Securities and Exchange Commission (“SEC”) or any governmental agency
substituted to the functions of the SEC; and
(c) within
twenty (20) days of a request by Landlord, (i) Tenant will deliver or cause to
be delivered to Landlord a certificate of Tenant’s President, any Vice
President, or Treasurer stating to the officer’s knowledge based on reasonable
inquiry that there exists no event of default under the Lease, or default,
which, after notice or lapse of time or both, would constitute an event of
default, or, if any such event of default exists, specifying the nature thereof,
the period of existence thereof and what action Tenant proposes to take with
respect thereto and stating that this Lease is unmodified and in full force and
effect (or, if there have been modifications, that this Lease is in full force
and effect as modified, and setting forth such modifications).
PID
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So long
as Tenant is Wachovia Bank, National Association, and so long as all of the
financial information requested in Paragraphs 15(a) and (b) above is available
to the general public (at no cost, or if a cost shall be charged the same shall
be reimbursed to Landlord or Landlord’s Lender, as the case may be, promptly
upon invoicing) at websites maintained by either Wachovia Bank, National
Association or the Securities and Exchange Commission, Tenant’s requirement to
furnish such financial information to Landlord shall be deemed
satisfied.
16. DETERMINATION
OF FAIR MARKET VALUE OF LEASED PROPERTY; RIGHT OF FIRST REFUSAL; RIGHT TO
PURCHASE:
(a) Fair Market
Value. With respect to the determination of the fair market
value of the Leased Property required in connection with any right or obligation
of Tenant to purchase the Leased Property or any portion thereof under the terms
of this Article 16 or Article 29(d) hereof, or Tenant’s right of substitution
under Article 13 hereof, such fair market value shall be calculated as
unencumbered by this Lease, as mutually agreed to by Landlord and Tenant or, in
the event Landlord and Tenant are unable to agree on the fair market value
within thirty (30) days after receipt of the notice giving rise to the need to
determine such fair market value, then by appraisal as provided
below.
Any
determination of the fair market value of a Property or a portion thereof by
appraisal shall be conducted as follows:
The fair
market value shall be determined by Appraisers selected in the following manner:
on or before ten (10) days after the expiration of the thirty (30) day period
provided for above, Landlord and Tenant shall each appoint an Appraiser. If
either Landlord or Tenant fails to appoint an Appraiser, fair market value shall
be determined by the Appraiser which is appointed within such ten (10) day time
period. Within forty-five (45) days of the appointment, the Appraiser or
Appraisers shall determine fair market value, and if the two Appraisers so
appointed are unable to agree upon the fair market value, the fair market value
shall be the average of the amounts determined by the Appraisers, if the greater
amount is no more than 105% of the lesser amount. If the greater amount exceeds
105% of the lesser amount, a determination shall be made by a third Appraiser,
who shall be selected within five (5) days after the end of the forty-five (45)
day period referred to above by the two Appraisers appointed by the parties
hereto. Such determination shall be made by the third Appraiser within
forty-five (45) days of his appointment. In such event, fair market value shall
be the average of the two closest appraised amounts. Tenant agrees that it shall
bear the costs of all such appraisals. On the date of purchase Landlord shall
convey the Leased Property to Tenant or its designee pursuant to and upon
compliance with Article 17 of this Lease.
PID
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(b) Right of First
Refusal. If at any time during the Term of this Lease (but for
purposes hereof, specifically excluding Renewal Terms, if any), Landlord shall
receive a bona fide offer (a “Third Party Offer”) from a third party (other than
a purchaser making a bid or offer to purchase the Leased Property at any sale
incidental to the exercise of any remedy provided for in any mortgage on the
Leased Property) to purchase the Leased Property, containing terms and
conditions satisfactory to Landlord, including, without limitation, a purchase
price sufficient to repay all sums then secured by liens held by Landlord’s
Lender against the Leased Property, then Landlord shall notify Tenant of such
Third Party Offer, including the identity of the offeror. If at the
time no event of default has occurred hereunder and is continuing, and provided
that Tenant shall not have vacated the Leased Property or subleased the entirety
thereof, then for a period of twenty (20) days after Tenant’s receipt of
Landlord’s notice, Tenant shall have the exclusive right to accept Landlord’s
offer to purchase Landlord’s interest in the Leased Property upon the terms and
conditions set forth in the Third Party Offer. Tenant shall exercise
such right of first refusal, if at all, by delivering its written purchase offer
to Landlord within said twenty (20) days after receipt of Landlord’s
notice. Such purchase shall occur on the next occurring Installment
Payment Date that is at least twenty (20) days after Landlord’s receipt of such
notice. On the date of such purchase, Landlord shall convey and assign to
Tenant, or its designee, Landlord’s interest in the Leased Property upon payment
of the sale price therefor, in accordance and upon compliance with the terms and
conditions of the Third Party Offer, Landlord’s Lender shall be repaid in full
all amounts secured by such Lender’s liens against the Leased Property, and this
Lease shall terminate upon such conveyance. If Tenant fails to accept
Landlord’s offer within such twenty (20) day period, then Landlord shall be
free, subject to the restrictions set forth in paragraph (i) of Article 21
hereof, to sell the Leased Property described in the Third Party Offer at a
price not less than the purchase price contained in the Third Party Offer for a
period of twelve (12) months thereafter without offering such Leased Property to
Tenant. If Landlord does not convey its interest in such Leased Property within
such twelve (12) month period or in the event of any material change in the
terms of the Third Party Offer, Tenant’s rights pursuant to this paragraph shall
be reinstated. The term “material change” as used in the preceding sentence
shall include a change of identity of a third party or its assignee, to a bank
which is a substantial competitor in Tenant’s market. Any third party that
purchases the Leased Property pursuant to this paragraph (b) of Article 16 shall
take the Leased Property subject to the terms hereof, and such purchaser shall
assume Landlord’s rights and obligations under the Lease thereafter accruing,
and this Lease shall remain in full force and effect. Landlord shall cause any
third party purchasing the Leased Property pursuant to this paragraph (b) of
Article 16 to execute and deliver to Tenant a document confirming such third
party’s assumption of Landlord’s rights and obligations under this Lease
thereafter accruing.
(c) Right to
Purchase. Provided that no event of default has occurred
hereunder and is continuing, and provided that Tenant shall not have vacated the
Leased Property or subleased the entirety thereof, then at the expiration of the
Term of this Lease or any Renewal Term, Tenant shall have the right and option
to purchase the Leased Property on and as of the expiration date of the then
current term of this Lease (unless Tenant shall have exercised its option to
renew the term hereof for any then remaining Renewal Term, in which event Tenant
shall not have the right to purchase, other than at the end of the next ensuing
Renewal Term, and provided that at such time Tenant shall not have exercised an
option for any then remaining Renewal Term). In that event if Tenant
desires to purchase the Leased Property, Tenant shall serve notice upon Landlord
not later than one hundred eighty (180) days prior to the expiration of the then
current Term of this Lease. The purchase price of the Leased Property
shall be ninety (90%) percent of the appraised fair market value of the Leased
Property as a retail bank facility (if and to the extent improved as such), or
for such other purpose as the Leased Property is then used at the time Tenant
notifies Landlord of Tenant’s desire to purchase the Leased Property pursuant to
this paragraph. Upon Landlord’s receipt of such notice, the parties
shall attempt to agree upon the fair market value of the Property. If
the parties shall be unable to agree upon said fair market value, the parties
shall employ the appraisal procedure set forth in paragraph 16(a) above, and the
purchase price shall be set at ninety (90%) percent of the fair market value, as
so determined by the parties or by the appraisal procedure set forth in
paragraph 16(a) above. Once delivered, Tenant’s notice of intent to
purchase as aforesaid shall be irrevocable. Closing shall be
conducted within thirty (30) days next following the determination of the fair
market value of the Leased Property but no later than thirty (30) days next
following the expiration date of this Lease.
PID
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17. PURCHASE
PROCEDURE:
(a) In
the event of the purchase of Landlord’s interest in the Leased Property by
Tenant pursuant to any provision of this Lease, or a substitution of the Leased
Property pursuant to paragraph (f) of Article 13, the terms and conditions of
this Article 17 shall apply.
(b) On
the closing date fixed for the purchase of Landlord’s interest in the Leased
Property or a substitution of the Leased Property:
(i) in
the case of a purchase, Tenant shall pay to Landlord, in lawful money of the
United States, at Landlord’s address hereinabove stated or at any other place in
the United States which Landlord may designate, the purchase price;
and
(ii) in
the case of a purchase or a substitution, Landlord shall execute and deliver to
Tenant a limited warranty deed, assignment and/or such other instrument or
instruments as may be appropriate, which shall transfer Landlord’s interest in
the Leased Property sold or substituted for a Substitute Parcel, subject to, (A)
Permitted Encumbrances (except, in the case of a purchase by Tenant under
paragraph (c) or (f) of Article 13, free of the lien of any mortgage
indebtedness incurred by Landlord), (B) all liens, encumbrances, charges,
exceptions and restrictions attaching to the Leased Property after the
Commencement Date which shall not have been created or caused by Landlord unless
consented to by Tenant, and (C) all applicable laws, rules, regulations,
ordinances and governmental restrictions then in effect. In the case of a
purchase of Landlord’s interest in the Leased Property by Tenant pursuant to
paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant
the Net Award, if any.
(c) Tenant
shall pay all charges incident to such transfer, including all recording fees,
reasonable attorneys’ fees and expenses, transfer taxes, title insurance
premiums and federal, state and local taxes, except for any net income or profit
taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to
paragraph (b) of Article 16, in which case costs will be allocated between
Landlord and Tenant in the same manner as was provided for in the Third Party
Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which
case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees
incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for
drafting of all documentation) and Tenant being responsible for legal fees in
excess of such amount and all other costs and expenses. The foregoing
notwithstanding, Tenant shall not bear the expense of any loan prepayment
premium relating exclusively to any Leased Property substitution under paragraph
13(f), above.
(d) Tenant
shall pay all Basic Rent and Additional Rent due and payable only through the
date Tenant purchases Landlord’s interest in the Leased Property.
18. [Intentionally
Deleted].
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19. QUIET
ENJOYMENT:
Upon due
performance of the covenants and agreements to be performed by Tenant under this
Lease, Landlord covenants that Tenant shall and may at all times peaceably and
quietly have, hold and enjoy the Leased Property during the Term of this Lease.
Notwithstanding the preceding sentence, Landlord, Landlord’s Lender, or their
respective agents may enter into and inspect the Leased Property at any
reasonable time during normal business hours, upon the giving of reasonable
notice, if they take precautions not to unreasonably inconvenience Tenant or any
persons occupying the Leased Property in accordance with this Lease and are
accompanied by an employee or other representative of Tenant at all times during
such entry and inspection, or at any time in the event of an emergency.
Notwithstanding the foregoing, Tenant may exclude Landlord, Landlord’s Lender or
their respective agents from areas of the Leased Property designated as security
areas by Tenant, for example, vaults, modular vaults and automated teller
machines.
20. TERMINATION:
In the
event of the termination of this Lease as herein provided, the obligations and
liabilities of Landlord and Tenant, as the case may be, actual or contingent,
under this Lease which arose at or prior to such termination, and which remain
unpaid or unperformed, shall survive such termination.
21. SUBLETTING;
ASSIGNMENT:
(a) Subleases
Permitted. Subject to subparagraphs (c) and (f) hereof and
Article 5 hereof, Tenant may sublet the Leased Property or any portion or
portions thereof, provided that (i) no event of default has occurred and is
continuing, and (ii) each sublease shall expressly be made subject to the
provisions of this Lease.
(b) Assignments
Permitted. Subject to subparagraphs (c) and (f) hereof and
Article 5 hereof, Tenant may assign its interest under this Lease, provided that
no event of default has occurred and is continuing and provided further that
such assignment shall expressly be made subject to the terms of this
Lease.
(c) Restriction on Term of
Sublease or Assignment. The term of any subletting of the
Leased Property or assignment of this Lease shall not extend beyond the Term of
this Lease. Any sublessee or assignee shall be permitted to use the Leased
Property for any lawful purpose, subject to the limitations set forth in Article
5 hereof.
(d) Intentionally
Omitted.
(e) Intentionally
Omitted.
(f) Tenant’s Obligations
Continue. No sublease or assignment shall affect or reduce any
obligation of Tenant or right of Landlord hereunder, and all obligations of
Tenant hereunder shall continue in full effect as the obligations of a principal
and not of a guarantor or surety, as though no subletting or assignment had been
made. For the purposes of this Lease generally and subparagraphs (a)(iii), (iv)
and (v) of Article 23 hereof in particular, the term “Tenant” shall mean
Wachovia Bank, National Association, and not its subtenants and
assignees.
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(g) Conformed Copy of Sublease
or Assignment. For any sublease or assignment from which
Tenant receives more than Seventy-Five Thousand and 00/100 Dollars ($75,000.00)
in annual rents, Tenant shall, within ten (10) days after the execution of any
such sublease or assignment, deliver to Landlord a conformed copy thereof (with
acknowledgements) and a conformed copy of any short-form lease or memorandum of
lease suitable for recording.
(h) No Mortgages or
Pledges. Neither this Lease nor the Term of this Lease hereby
demised shall be mortgaged or pledged by Tenant, nor shall Tenant mortgage,
pledge or assign the interest of Tenant in and to any sublease of the Leased
Property or any portion thereof or the rental payable thereunder. Any such
mortgage, assignment or pledge, and any sublease or assignment not permitted by
this Article 21, shall be void.
(i) Transfers by
Landlord. Landlord may assign, convey, encumber or otherwise
transfer its estate, right, title and interest hereunder or in the Leased
Property or any part thereof, and upon execution and delivery of any such
assignment, conveyance or other transfer, Landlord shall be released from its
obligations hereunder arising after the date of such conveyance or other
transfer. Any such assignment, conveyance or other transfer shall be subject to
this Lease.
Landlord
shall, within thirty (30) days after the execution of any such instrument of
mortgage, assignment, conveyance or transfer, deliver written notice thereof to
Tenant. Any failure of Landlord so to deliver a notice of such instrument shall
not, however, in any way impair or affect the validity thereof.
22. ADVANCES
BY LANDLORD:
If an
event of default has occurred and is continuing, and at any time if Tenant fails
to maintain insurance in accordance with Article 14 hereof, if Tenant shall fail
to make or perform any payment or act required by this Lease within any
applicable cure period, then Landlord may at its option make such payment or
perform such act for the account of Tenant, and Landlord shall not thereby be
deemed to have waived any default or released Tenant from any obligation
hereunder. All amounts so paid by Landlord and all incidental costs and expenses
(including reasonable attorneys’ fees and expenses) incurred in connection with
such payment or performance, together with interest at the annual rate equal to
the greater of (i) thirteen percent (13%) and (ii) three percent (3%) above the
prime rate as announced from time to time in New York City by Citibank, N.A. (or
at the highest rate not prohibited by applicable law, whichever is less) (the
“Overdue Interest Rate”) from and including the date of the making of such
payment or of the incurring of such costs and expenses to and including the date
of repayment, shall be paid by Tenant to Landlord on demand.
23. CONDITIONAL
LIMITATIONS--EVENTS OF DEFAULT AND REMEDIES:
(a) Events of
Default. Any of the following occurrences or acts shall
constitute an “event of default” under this Lease:
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(i)
if Tenant shall default in making payment
when due of any installment of Basic Rent or Additional Rent, and such default
shall continue for two (2) Business Days after receipt of notice of such
default; provided, however, that if Tenant has received notice under this
subparagraph (i) a total of five (5) times during the Term of this Lease,
thereafter if Tenant fails to make payment when due of any installment of Basic
Rent or Additional Rent, in addition to interest at the Overdue Interest Rate,
there shall be a late payment charge equal to one percent (1%) of the amount
then due and payable, which shall increase by one percent (1%) each second late
payment thereafter to a maximum of four percent (4%) (but not more than the
highest late payment charge not prohibited by applicable law, whichever is
less); or
(ii) if
Tenant shall default in the due performance of any other covenant, agreement,
obligation or condition on the part of Tenant to be performed hereunder, other
than as set forth in clause (i) or clause (vii) of this paragraph (a), and if
such default shall continue for thirty (30) days after written notice from
Landlord to Tenant specifying such default and demanding that the same be cured
(or, in the case of a default which cannot be cured with the payment of money,
or with due diligence be wholly cured within such thirty (30) day period, if
Tenant shall fail to commence to cure the same within said thirty (30) day
period, or, having promptly so commenced to cure the same shall fail thereafter
to prosecute the curing thereof in good faith and with all due diligence, it
being intended that the time within which to cure such a default shall be
extended for such period as may be necessary to complete the curing of the same
in good faith and with due diligence, provided that in no event shall such cure
period extend beyond the earlier of (i) ninety (90) days after written notice
from Landlord and (ii) the last day of the Term of this Lease); or
(iii) if
Tenant, or any corporation succeeding to Tenant by merger, consolidation or
acquisition of all or substantially all of its assets, shall file a petition in
bankruptcy or for reorganization or for an arrangement pursuant to the
Bankruptcy Act or under any similar federal or state law now or hereafter in
effect, or shall be adjudicated a bankrupt or become insolvent or shall make an
assignment for the benefit of its creditors, or shall be unable to pay its debts
generally as they become due, or shall be dissolved, or shall suspend payment of
its obligations, or shall take any corporate action in furtherance of any of the
foregoing; or
(iv) if
a petition or answer shall be filed proposing the adjudication of Tenant or any
corporation succeeding to Tenant by merger, consolidation or acquisition of all
or substantially all of its assets as a bankrupt or its reorganization pursuant
to the Bankruptcy Act or any similar federal or state law, now or hereafter in
effect, and (A) Tenant or its successor corporation shall consent to the filing
thereof, or (B) such petition or answer shall not be discharged, or denied
within ninety (90) days after the filing thereof; or
(v) if
a receiver, trustee or liquidator (or other similar official) shall be appointed
for or take possession or charge of Tenant or any corporation succeeding to
Tenant by merger, consolidation or acquisition of all or substantially all of
its assets, or of all or substantially all of the business or assets of Tenant
or its successor corporation or of Tenant’s or its successor corporation’s
estate or interest in the Leased Property, and shall not be discharged within
sixty (60) days thereafter or if Tenant or its successor corporation shall
consent to or acquiesce in such appointment; or
PID
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(vi) if
the estate or interest of Tenant in the Leased Property or any sublease thereof
shall be levied upon or attached in any proceeding and such process shall not be
vacated or discharged within sixty (60) days after such levy or attachment,
unless Tenant shall be contesting such levy or attachment in accordance with the
requirements of paragraph (d) of Article 7 hereof; or
(vii) if
Tenant fails to pay Landlord the purchase price of the Leased Property pursuant
to Article 17 hereof or if Tenant fails to maintain insurance in accordance with
Article 14 hereof; or
(viii) if
the Leased Property shall be abandoned (i.e., not maintained by Tenant in
accordance with the terms hereof, except in the event of a casualty or
condemnation), for a continuous period of thirty (30) days or more; provided,
however, that Tenant shall not be deemed to have abandoned the Leased Property
as a result of vacating the Leased Property so long as Tenant maintains the
Leased Property in accordance with the terms of this Lease; or
(ix) if,
as of the time when the same shall have been made, any representation or
warranty of Tenant to Landlord or Landlord’s Mortgagee set forth in any notice,
certificate, demand, request or other instrument delivered in connection with or
pursuant to this Lease shall prove to be incorrect or misleading in any material
respect.
(b) Landlord’s Right to Re-enter
or Terminate. This Lease and the Term of this Lease and estate
hereby granted are subject to the limitation that whenever an event of default
shall have occurred, Landlord may, at Landlord’s option, elect to (i) re-enter
the Leased Property, without notice, and remove all persons and property
therefrom, either by summary proceedings or by any suitable action or proceeding
at law, or otherwise, without being liable to indictment, prosecution or damages
therefor, and may have, hold and enjoy the Leased Property, together with the
appurtenances thereto and the improvements thereon; and/or (ii) terminate this
Lease at any time by giving ten (10) days notice in writing to Tenant, electing
to terminate this Lease, and the Term of this Lease shall expire at the
expiration of said last mentioned ten (10) days notice as fully and completely
as if said date were the date herein originally fixed for the expiration of the
Term of this Lease hereby granted, and Tenant shall thereupon quit and
peacefully surrender the Leased Property to Landlord, with all appurtenances
thereto and all improvements thereon, without any payment therefor by Landlord,
and Landlord, upon the expiration of said last mentioned ten (10) days notice,
or at any time thereafter, may re-enter the Leased Property as provided in the
preceding clause (i).
PID
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37
(c) Payments by
Tenant. In case of any such re-entry, termination and/or
dispossession by summary proceedings or otherwise as provided in the immediately
preceding paragraph, (i) the Basic Rent and Additional Rent shall become due
thereupon and be paid up to the time of such re-entry, dispossession and/or
termination, together with such expenses, including reasonable attorneys’ fees
and expenses, as Landlord shall incur in connection with such re-entry,
termination and/or dispossession by summary proceedings or otherwise; (ii)
Landlord may in good faith relet the Leased Property or any part or parts
thereof, either in the name of Landlord or otherwise, for a term or terms which
may, at Landlord’s option, be equal to or less than or exceed the period which
would otherwise have constituted the balance of the term of this Lease; (iii)
Tenant shall also pay to Landlord all other damages and expenses which Landlord
shall have sustained by reason of the breach of any provision of this Lease,
including, without limitation, legal expenses, reasonable attorneys’ fees,
brokerage commissions and expenses incurred in altering, repairing and putting
the Leased Property and any buildings and improvements thereon in good order and
condition and in preparing the same for reletting, which expenses shall be paid
by Tenant as they are incurred by Landlord; (iv) Tenant shall also pay to
Landlord the amount by which the Basic Rent reserved in this Lease exceeds the
net amount, if any, of the rents collected on account of the leases of the
Leased Property for each month of the period which would otherwise have
constituted the Term of this Lease (excluding unexercised extension options),
which amounts shall be paid in monthly installments by Tenant on the respective
Installment Payment Dates specified therefor, and any suit brought to collect
said amounts for any month or months shall not prejudice in any way the rights
of Landlord to collect the deficiency in any subsequent month by a similar
action or proceeding; and/or (v) at the option of Landlord exercised at any
time, Landlord forthwith shall be entitled to recover from Tenant as liquidated
damages, in addition to any other proper claims but in lieu of and not in
addition to any amount which would thereafter have become payable under the
preceding clause (iv), whichever of the following sums Landlord shall
elect:
(1) an
amount equal to the Basic Rent and Additional Rent reserved in this Lease and/or
covenanted to be paid for the remainder of the Term of this Lease (excluding
unexercised extension periods), discounted at the rate of five percent (5%) per
year to present worth; provided that, if Tenant shall so request, Landlord shall
at the time of such payment assign and convey the Leased Property to Tenant,
without further consideration, in accordance with the terms and provisions of
Article 17 hereof; or
(2) the
Termination Value as set forth in Schedule F hereto, plus any penalty imposed
upon Landlord pursuant to any mortgage affecting Landlord’s interest in the
Leased Property due to Landlord’s prepayment of the debt secured by said
mortgage.
Landlord,
at Landlord’s option, may make such alterations and/or decorations in the Leased
Property as Landlord, in Landlord’s sole judgment, considers advisable and
necessary for the purpose of reletting the Leased Property; and the making of
such alterations and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid.
(d) Receipt of Money Not A
Reinstatement; No Accounting. No receipts of moneys by
Landlord from Tenant after a termination of this Lease by Landlord shall
reinstate, continue or extend the Term of this Lease or affect any notice
theretofore given to Tenant, or operate as a waiver of the right of Landlord to
enforce the payment of rent then due or thereafter falling due, it being agreed
that after the commencement of suit for possession of the Leased Property, or
after final order or judgment for the possession of the Leased Property,
Landlord may demand, receive and collect any moneys due or thereafter falling
due without in any manner affecting such suit, order or judgment, all such
moneys collected being deemed payments on account of the use and occupation of
the Leased Property or, at the election of Landlord, on account of Tenant’s
liability hereunder. Landlord shall have, receive and enjoy as Landlord’s sole
and absolute property, without right or duty to account therefor to Tenant, any
and all sums collected by Landlord as rent or otherwise upon reletting the
Leased Property after Landlord shall resume possession thereof as hereinbefore
provided, including, without limitation upon the generality of the foregoing,
any amounts by which the sum or sums so collected shall exceed the continuing
liability of Tenant hereunder.
PID
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(e) Re-entry Not a
Termination. The word “re-enter,” as used in this Lease, is
not and shall not be restricted to its technical legal meaning, but is used in
the broadest sense. No such taking of possession of the Leased
Property by Landlord shall constitute an election to terminate the Term of this
Lease unless notice of such intention be given to Tenant or unless such
termination be decreed by a court having jurisdiction.
(f) Enforcement
Costs. If an action shall be brought for the enforcement of
any provision of this Lease, in which it shall be determined that Tenant was in
default, Tenant shall pay to Landlord all costs and other expenses which may
become payable as a result thereof, including reasonable attorneys’ fees and
expenses. If Landlord shall, without fault on its part, be made a party to any
litigation commenced against Tenant, Tenant shall pay all costs and reasonable
attorneys’ fees incurred or paid by Landlord in connection with such
litigation.
(g) Remedies
Cumulative. No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to any other
legal or equitable right or remedy given hereunder, or at any time existing. The
failure of Landlord to insist upon the strict performance of any provision or to
exercise any option, right, power or remedy contained in this Lease shall not be
construed as a waiver or a relinquishment thereof for the future. Receipt by
Landlord of any Basic Rent or Additional Rent payable hereunder with knowledge
of the breach of any provision contained in this Lease shall not constitute a
waiver of such breach (other than the prior failure to pay such Basic Rent or
Additional Rent), and no waiver by Landlord of any provision of this Lease shall
be deemed to have been made unless made under signature of an officer of
Landlord.
(h) Notice of Default to
Landlord. Tenant shall give Landlord prompt notice of any
default which occurs and is continuing.
24. NOTICES:
All
notices and other instruments given or delivered pursuant to this Lease shall be
in writing and sent by prepaid United States registered or certified mail,
return receipt requested, and the giving of such notice or other communication
shall be deemed to have been given (i) when delivered by hand, (ii) on the
earlier of receipt and three (3) Business Days after being sent by first class
registered or certified mail, postage prepaid, return receipt requested, (iii)
when sent by telegram or cable or (iv) on the earlier of receipt and two (2)
days after being sent by a nationally recognized overnight courier. Copies of
notices must be sent to all of the parties listed below, together with a copy
thereof sent by facsimile transmission, if reasonable under the circumstances;
provided, however, that failure to send a copy by facsimile transmission shall
in no event cause any notice sent in accordance with this Article 24 to be
deemed improper. Landlord and Tenant shall each have the right to specify, from
time to time, as its address for purposes of this Lease, any address and any
addressee, in the continental United States, upon giving fifteen (15) days’
written notice thereof to the other party. The addresses of Landlord and Tenant
for purposes of this Lease, until notice has been given as above provided, shall
be as follows:
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|
Landlord:
|
First
States Investors 4000C, LLC
c/o
First States Group, L.P.
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President – Operations
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇., Senior Vice President and General
Counsel
FAX:
▇▇▇-▇▇▇-▇▇▇▇
|
|
with
a copy to:
|
▇▇▇▇▇▇,
▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇
▇. ▇▇▇▇▇, Esquire
FAX: ▇▇▇-▇▇▇-▇▇▇▇
|
|
and
to:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Credit
Services Representative
Bank
of America, N.A.
TX1-492-14-06
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
FAX:▇▇▇-▇▇▇-▇▇▇▇
|
|
Tenant:
|
Wachovia
Bank, National Association
Lease
Administration-Corporate Real Estate
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 0114
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
FAX:
▇▇▇-▇▇▇-▇▇▇▇
|
|
with
copies to:
|
Wachovia
Bank, National Association
Wachovia
Legal Division
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ 0630
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
FAX:
▇▇▇-▇▇▇-▇▇▇▇
|
PID
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|
and
to:
|
Smith,
Anderson, Blount, Dorsett,
▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, L.L.P.
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
FAX:
(▇▇▇)▇▇▇-▇▇▇▇
|
Copies of
any notice sent only to Landlord or Tenant’s counsel shall not be binding on
either Landlord or Tenant. Notices by Tenant to Landlord’s Lender
shall be delivered to the above lender at the above notice address or to such
other Landlord’s Lender, or such other address as Landlord or such new
Landlord’s Lender shall specify from time to time, upon not less than twenty
(20) days’ prior notice to Tenant.
Any
notices to Tenant regarding real estate tax bills shall also be sent to the
following address:
Wachovia
Bank, National Association
Property
Tax Administration-Corporate Tax
1420 Two
Wachovia Center – NC 0200
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
25. ESTOPPEL
CERTIFICATES:
Each
party hereto agrees that at any time and from time to time during the term of
this Lease, it will promptly, but in no event later than fifteen (15) days after
request by the other party hereto, execute, acknowledge and deliver to such
other party or to any prospective purchaser, assignee or mortgagee or third
party designated by such other party, a certificate stating (a) that this Lease
is unmodified and in force and effect (or if there have been modifications, that
this Lease is in force and effect as modified, and identifying the modification
agreements); (b) the date to which rent has been paid; (c) whether or not there
is any existing default by Tenant in the payment of Basic Rent, Additional Rent
or any other sum of money hereunder, and whether or not there is any other
existing default by either party hereto with respect to which a notice of
default has been served, and, if there is any such default, specifying the
nature and extent thereof; and (d) whether or not there are any setoffs,
defenses or counterclaims against enforcement of the obligations to be performed
hereunder existing in favor of the party executing such
certificate.
26. NO
MERGER:
There
shall be no merger of this Lease or of any leasehold or subleasehold estate
hereby or thereby created with the fee or any other estate or interest or
ownership interest in the Leased Property or any part thereof by reason of the
fact that the same person, firm, corporation or other entity may acquire or own
or hold, directly or indirectly, (a) this Lease or any leasehold or subleasehold
estate created hereby or thereby or any interest in this Lease or in any such
leasehold or subleasehold estate and (b) the fee estate or other estate or
interest or ownership interest in the Leased Property or any part thereof, and
this Lease shall not be terminated for any cause except as expressly provided
herein and any instrument of transfer shall so provide.
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27. SURRENDER:
(a) Upon
the expiration or earlier termination of the Term of this Lease, Tenant shall
surrender the Leased Property to Landlord in the same condition and suitable for
the same use in which the Leased Property was originally received from Landlord
except as repaired, rebuilt or altered as required or permitted by this Lease
(and/or except for such casualty damage as Tenant shall not be required to
repair or restore hereunder), and except for ordinary wear and tear. Tenant
shall remove from the Leased Property on or prior to such expiration or earlier
termination all property owned or leased by Tenant from any third party except
that agreed upon by Landlord and Tenant in writing, which agreement shall be
entered into at least thirty (30) days prior to the expiration or earlier
termination of the term of this Lease, and shall repair any damage caused by
such removal. Property not so removed shall become the property of Landlord,
which may cause such property to be removed from the Leased Property and
disposed of, but the cost of any such removal and disposition and of repairing
any damage caused by such removal shall be borne by Tenant.
(b) Except
for surrender upon the expiration or earlier termination of the Term of this
Lease, no surrender to Landlord of this Lease or of the Leased Property shall be
valid or effective unless agreed to and accepted in writing by
Landlord.
28. SEPARABILITY:
Each
provision contained in this Lease shall be separate and independent and the
breach of any such provision by Landlord shall not discharge or relieve Tenant
from its obligation to perform each obligation of this Lease to be performed by
Tenant. If any provision of this Lease or the application thereof to
any person or circumstance shall to any extent be invalid and unenforceable, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each provision of this Lease shall be valid and
shall be enforceable to the extent permitted by law.
29. BINDING
EFFECT; MERGER, CONSOLIDATION AND DISPOSAL OF ASSETS:
(a) Binding
Effect. All provisions contained in this Lease shall be
binding upon, inure to the benefit of and be enforceable by the respective
successors and permitted assigns and sublessees of Landlord and Tenant to the
same extent as if each such successor or assign or sublessee were named as a
party hereto.
PID
#_______________
42
(b) Mergers,
Consolidations. Tenant may engage in an Event (defined below)
only in accordance with this Article 29. Tenant may merge with, be
acquired by or consolidate into another corporation, association, partnership,
or other business organization, and Tenant may acquire by merger or
consolidation or stock or asset purchase (other than in the ordinary course of
business not requiring bank regulatory approvals) another corporation,
association, partnership, or other business organization, sell or otherwise
dispose of all or substantially all of the assets of Tenant, dispose of by
merger, consolidation or otherwise, a subsidiary or subsidiaries (in one
transaction or a series of related transactions) which constitute twenty-five
percent (25%) or more of the consolidated assets of Tenant and its subsidiaries,
acquire all or substantially all of the assets of a corporation, association,
partnership or other business organization (other than in the ordinary course of
business not requiring bank regulatory approval), or engage in a leveraged
buyout transaction or engage in a leveraged recapitalization involving the
distribution of borrowed funds to its shareholders (“Event”), if, immediately
after giving effect to the Event, Tenant, if it is the surviving entity, or the
surviving entity or transferee in the event Tenant does not remain in existence
following consummation of the Event (in either case, the “Surviving Entity”) (i)
shall comply with the rules set forth in paragraph (c) below, (ii) shall have
total consolidated common stockholder’s equity of at least One Billion Five
Hundred Million Dollars ($1,500,000,000), calculated in accordance with
generally accepted accounting principles, (iii) shall have capital adequacy
ratios which satisfy the requirements of the Office of the Comptroller of the
Currency and other applicable bank regulatory agencies, it being understood that
the approval of the Event by applicable bank regulatory agencies shall
constitute satisfaction of any such requirements, and (iv) shall deliver to
Landlord an acknowledged instrument in recordable form assuming all obligations,
covenants and responsibilities of Tenant hereunder and agreeing to confirm the
binding effect on the Surviving Entity of other documents to which Tenant is a
party as requested by Landlord and/or Landlord’s Lender; provided however, that
failure to deliver such instrument before the consummation of the transaction
shall not constitute an event of default; and (v) no event of default shall have
occurred and be continuing under this Lease. If the Event results in a violation
of clause (ii) or (iii) of this paragraph (b) where there is no concurrent
violation of paragraph (c) below, Landlord, at its option, may exercise its
rights under paragraph (d)(i) below. It is understood and agreed that Landlord’s
sole remedy for any violation of this Article 29 shall be, at Landlord’s option,
to exercise Landlord’s rights under paragraph (d) of this Article
29.
(c) Credit Rating
Rules. The following rules relating to the Surviving Entity’s
Credit Rating must be complied with:
(i) Notwithstanding
any other provision of this paragraph (c), there shall be no restrictions on or
requirements resulting from Events under this paragraph (c) if the Surviving
Entity’s credit rating on its long-term senior unsecured indebtedness (that is
not defeased, guaranteed or otherwise supported by credit enhancement) from
▇▇▇▇▇’▇ Investors Service, Inc. (“Credit Rating”) is not (within the time
periods referred to in (c)(ii) below) lower than Tenant’s Credit Rating
immediately preceding the Event. If ▇▇▇▇▇’▇ Investors Service, Inc. ceases to
provide a Credit Rating, the Credit Rating will be the equivalent rating from
Standard & Poor’s Corporation, or, if Standard & Poor’s Corporation
ceases to provide a Credit Rating, the Credit Rating will be the equivalent
rating from a rating organization reasonably acceptable to Landlord and
Tenant.
(ii) For
purposes of this Article 29, an Event will be deemed to result in a decrease in
the Surviving Entity’s Credit Rating only if either (A) within ninety (90) days
after the Event the Surviving Entity’s Credit Rating is lower than Tenant’s
Credit Rating prior to the Event or (B) after the announcement date of the Event
but within ninety (90) days after the Event the Surviving Entity is placed on
credit watch with negative implications by ▇▇▇▇▇’▇ Investors Service, Inc., and
is subsequently downgraded prior to being taken off such credit
watch.
PID
#_______________
43
(iii) There
shall be no restrictions on or requirements resulting from Events under this
paragraph (c) if the Surviving Entity’s Credit Rating is not below
Baal.
(iv) The
Event may not result in the Surviving Entity’s Credit Rating being below Baa3.
If the Event results in the Surviving Entity’s Credit Rating being below Baa3,
Landlord, at its option, may exercise its rights under paragraph (d)(i)
below.
(v) If
the Event results in the Surviving Entity’s Credit Rating being either Baa2 or
Baa3:
(A) The
Surviving Entity will be required to provide Landlord with security in the form
of either (1) a letter of credit from a domestic bank (other than an affiliate
of Tenant) having a Credit Rating of A2 or better or (2) security in the form of
cash or securities (including certificates of deposit) considered to be the
equivalent of cash under generally accepted accounting principles (“Security”)
in an amount and on terms reasonably acceptable to Landlord and Landlord’s
Lender (and in no event less than any amount required to be provided by Landlord
to Landlord’s Lender under the terms of the mortgage or other documents executed
by Landlord to purchase, finance or refinance the Leased Property with all
earnings on such Security being retained as additional Security, and with the
Surviving Entity providing Landlord and Landlord’s Lender with a representation
that the Surviving Entity is not insolvent and providing such Security will not
render the Surviving Entity insolvent) which Security will be additional
security for the Surviving Entity’s obligations under the Lease;
(B) If
the Surviving Entity’s Credit Rating subsequently rises above Baa2, the Security
will no longer be required (unless required following a subsequent
Event);
(C) If,
prior to rising above Baa2, the Surviving Entity’s Credit Rating subsequently
falls below Ba2 for any reason, Landlord, at its option, may exercise its rights
under paragraph (d)(ii) below, at any time thereafter prior to such Credit
Rating being raised to Ba2 or higher.
(d) Landlord’s Option to Require
the Surviving Entity to Purchase the Leased Property.
(i) If
the Landlord exercises its option under paragraph (b) or (c)(iv) above, the
Surviving Entity will be required to purchase the Leased Property on an
Installment Payment Date designated by Landlord and in accordance with Article
17 hereof for a price equal to the greater of (A) the applicable Termination
Value and (B) the fair market value of the Leased Property, plus, in either
case, any prepayment penalty or premium imposed by Landlord’s Lender as a result
of such transaction.
(ii) If
Landlord exercises its option under paragraph (c)(v)(C) above, the Surviving
Entity will be required to purchase the Leased Property on an Installment
Payment Date designated by Landlord and in accordance with Article 17 hereof for
a price equal to Termination Value, without any premium or penalty.
PID
#_______________
44
(e) No Restrictions on Events
with Certain Subsidiaries. It is understood and agreed that
there shall be no restrictions on or requirements resulting from Events under
this Article 29 where the only parties involved in such Events are Tenant and/or
direct or indirect eighty percent (80%) or more owned subsidiaries of
Tenant.
30. SHOWING:
During
the one year period preceding the date on which the Term of this Lease shall
terminate or fully expire, Landlord may show the Leased Property to prospective
tenants or purchasers at such reasonable times during normal business hours as
Landlord may select upon reasonable prior notice to Tenant.
31. NATURE
OF LANDLORD’S OBLIGATIONS:
Anything
in this Lease to the contrary notwithstanding, no recourse or relief shall be
had under any rule of law or equity, statute or constitution or by any
enforcement of any assessments or penalties, or otherwise or based on or in
respect of this Lease (whether by breach of any obligation, monetary or
non-monetary), against Landlord (or any officer or partner of Landlord or any
predecessor or successor corporation (or other entity) of Landlord), it being
expressly understood that any obligations of Landlord under or relating to this
Lease are solely obligations payable out of the Leased Property and are
compensable solely therefrom. It is expressly understood that all such liability
is and is being expressly waived and released as a condition of and as a
condition for the execution of this Lease, and Tenant expressly waives and
releases all such liability as a condition of, and as consideration for, the
execution of this Lease.
32. SUBORDINATION:
(a) Subject
to Landlord's compliance with the requirements of Paragraph 32(b) below, this
Lease is and shall be subject and subordinate to all ground or underlying leases
of the Leased Property and to all mortgages that may now or hereafter be secured
upon such leases or the Leased Property and to any and all renewals,
modifications, consolidations, replacements and extensions thereof, provided
that in connection with the transfer of any interest of Landlord in the Leased
Property or any portion thereof, whether through foreclosure or otherwise,
Tenant's possession and right to occupy the Leased Property or any portion
thereof shall not be disturbed so long as Tenant is not in default hereunder
beyond any applicable cure period, this Lease shall continue in full force and
effect and Tenant shall attorn to such party and shall execute, acknowledge and
deliver any instrument that has for its purpose and effect the confirmation of
such attornment.
(b) Landlord
shall deliver to Tenant for execution a subordination, non-disturbance and
attornment agreement from its institutional first Landlord’s Mortgagee,
substantially in the form attached hereto as Schedule
I or in another form reasonably satisfactory to Tenant and such
Landlord’s Mortgagee, duly executed by Landlord and such Landlord’s
Mortgagee. As a condition to the subordination of this Lease to any
future first institutional mortgage or ground lease, Landlord shall obtain for
the benefit of Tenant a subordination, non-disturbance and attornment agreement
from the holder of such mortgage or ground lease.
PID
#_______________
45
33. GRANTING
OF EASEMENTS:
If no
event of default hereunder has occurred and is continuing, Landlord will join
with Tenant, from time to time at the request of Tenant (and at Tenant’s sole
cost and expense), with respect to their interests in the Leased Property to (i)
sell, assign, convey or otherwise transfer an interest in any Leased Property to
any person legally empowered to take such interest under the power of eminent
domain, (ii) grant, in the ordinary course of business, easements, licenses,
rights of way and other rights and privileges in the nature of easements, (iii)
release, in the ordinary course of business, existing easements and
appurtenances which benefit the Leased Property, (iv) dedicate or transfer
unimproved portions of the Leased Property for road, highway or other public
purposes, (v) execute petitions to have the Leased Property annexed to any
municipal corporation or utility district, (vi) execute amendments to any
covenants and restrictions affecting the Leased Property and (vii) execute and
deliver any instrument, in form and substance reasonably acceptable to Landlord
and Landlord’s Lender, necessary or appropriate to make or confirm such grants
or releases to any person, with or without consideration, but only, except in
connection with any temporary condemnation or any Routine Condemnation, if
Landlord shall have received (x) a certificate of an authorized officer of
Tenant stating that such grant or release was granted in the ordinary course of
Tenant’s business, does not interfere with and is not detrimental to the conduct
of business on the Leased Property and does not materially impair the usefulness
of the Leased Property or materially impair the fair market value of the Leased
Property or materially impair Landlord’s interest in the Leased Property, (y) a
certificate stating the consideration, if any, being paid for said sale, grant,
easement, license, release, right of way, petition, amendment or other such
instruments described in this Article 33, is in the opinion of Tenant fair and
adequate; and (z) a duly authorized and binding undertaking of Tenant, in form
and substance satisfactory to Landlord and Landlord’s Lender, to remain
obligated under this Lease and under any instrument executed by Tenant
consenting to the assignment of Landlord’s interest in this Lease as security
for indebtedness, as though such easement, license, right-of-way or other right
or privilege has not been granted or released, and to perform all obligations of
the grantor or party effecting the release under such instrument of grant or
release during the Term of this Lease. Notwithstanding anything
herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s
fees for each of Landlord and Landlord’s Lender in connection with the execution
and delivery of any easement or other instrument pursuant to this Article 33
shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel
in any single request by Tenant for one or more related easements or other
instruments. Notwithstanding anything herein to the contrary,
Landlord and Landlord’s Lender shall have a period of 30 days to review the
instruments and the materials requested under this Article 33. If
Landlord or Landlord’s Lender shall fail to execute any such deeds, easements,
releases or such other instruments as may be specifically requested by Tenant in
such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender
further notice requesting the delivery of said documents. Tenant’s
notice shall specify in capital letters and bold face type that if Landlord or
Landlord’s Lender shall fail to return the requested documents within ten (10)
days, or shall fail to specify what corrections need be made to such documents
or why, specifically, Landlord or Landlord’s Lender objects to the delivery of
such documents, then Tenant intends to deliver such instruments to Landlord’s or
Landlord’s Lender’s attorney-in-fact. Subject to the foregoing
provision, in the event Landlord or Landlord’s Lender fail to deliver any such
deeds, easements, releases or other instruments within the 30 day period
required above, subject to the additional 10 day notice required above, then in
such event, Tenant is hereby authorized to act as the attorney-in-fact for
Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and
Landlord’s Lender any all deeds, easements, releases and other instruments
required; provided, however, that no
instrument executed by Tenant as attorney-in-fact shall contain any covenants
other than quitclaim covenants. For purposes of this Article 33,
commencing on March 31, 2004, and on and as of each March 31 thereafter during
the Term of this Lease, the limitations on attorneys fees for Landlord and
Landlord’s Lender set forth in this Article 33 shall be calculated as the amount
equal to the product derived by multiplying $5,625 by one plus the percentage by
which the CPI for such calendar year exceeds the Base Price Index. In
the event the information necessary to calculate this amount shall not have been
published in sufficient time to permit such calculation to be made on or before
March 31 during any year, the limitation shall be calculated by using the CPI
for the latest month for which it has been published. After
publication of the relevant information, Landlord and Tenant shall make
appropriate adjustment of the limitation. In no event shall the
limitation on attorney’s fees of $5,625 be reduced as a result of any decrease
in the CPI.
PID
#_______________
46
34. RECORDING
OF LEASE:
Landlord
and Tenant will execute, acknowledge, deliver and cause to be recorded or filed
in the manner and place required by any present or future law a memorandum of
this Lease or, if required by law, this Lease, and all other instruments,
including, without limitation, financing statements, continuation statements,
releases and instruments of similar character, which shall be reasonably
requested by Landlord or Tenant as being necessary or appropriate in order to
protect their respective interests in the Leased Property or to publish notice
of or to create, maintain and protect or terminate or release the lien and
security interest intended to be created by any assignment of Landlord’s
interest in this Lease (and the interest of Landlord’s Lender in this Lease) or
any mortgage upon, and the interest of Landlord’s Mortgagee in, the Leased
Property. If either Landlord or Tenant shall fail to comply with this paragraph,
Tenant or Landlord, as the case may be, shall be and is hereby irrevocably
appointed the agent and attorney-in-fact of Landlord or Tenant, as the case may
be, to comply therewith, but this sentence shall not prevent any default in the
observance of this Article 34 by the Tenant from constituting an event of
default hereunder.
35. MISCELLANEOUS:
No term
or provision hereof may be amended, changed, waived, discharged or terminated
orally, but only by an instrument signed by the party against whom enforcement
thereof is sought. Landlord may not enter into any amendment, modification or
supplement to any trust indenture, mortgage or other document with any
Landlord’s Mortgagee which has a material and adverse effect on the right or
obligations of Tenant hereunder without the prior written consent of Tenant, and
any such amendment, modification or supplement executed without Tenant’s prior
written consent shall have no binding effect on Tenant hereunder. No
failure, delay, forbearance or indulgence on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, or as
an acquiescence in any breach, nor shall any single or partial exercise of any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. Any provision of this
Lease which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. This Lease and
the rights and obligations in respect hereof shall be governed by, and construed
and interpreted in accordance with, the laws of the Commonwealth of
Pennsylvania, except where the laws of the State where the Leased Property is
located require such State’s own law to apply. All headings are for reference
only and shall not be considered as part of this Lease. This Lease may be
executed in any number of counterparts, each of which shall be an original, and
such counterparts together shall constitute but one and the same
instrument.
PID #_______________
47
36. REASONABLE
ATTORNEYS’ FEES:
Notwithstanding
anything herein to the contrary, the obligation of Tenant to reimburse Landlord
for or to pay reasonable attorneys’ fees shall mean reasonable attorneys’ fees
actually incurred without reference to or giving effect to N.C.G.S. Section
6-21.2(2) or any similar provision of the law of the state in which the Leased
Property is located.
37. ENTIRE
AGREEMENT:
This
Lease constitutes the entire agreement between the parties hereto with respect
to the Leased Property, and supercedes all prior oral or written agreements,
commitments, or understandings with respect to the Leased Property, including
the Original Lease. No representations or warranties have been made
by Landlord or Tenant except as specifically set forth in this Lease, and no
oral or written expression or non-verbal conduct of a person intended by such
person a substitute for oral or written expression will be attributed to
Landlord or the Tenant as a warranty or representation except as specifically
set forth in this Lease. Paragraph and subparagraph headings are
inserted herein for ease of reference only, and not for purposes of expressing
or amending in any way the substantive agreement of the parties.
38. TERMINATION
OF ORIGINAL LEASE:
The
Original Lease as it pertains to the Leased Property is hereby terminated
effective as of 11:59 P.M., March 31, 2003.
PID
#_______________
48
IN
WITNESS WHEREOF, Landlord and Tenant hereto have each caused this Lease to be
duly executed and delivered in their respective names and behalves, all by
authority duly given, as of the day and year first above written.
|
FIRST
STATES INVESTORS 4000B, LLC
|
|||
|
ATTEST:
|
By:
|
||
|
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|||
|
Title: Vice
President
|
|||
|
WACHOVIA
BANK, NATIONAL
ASSOCIATION
|
|||
|
ATTEST:
|
By:
|
||
|
Name:
|
|||
|
|
Title:
|
||
PID
#_______________
49
Lease
Schedules
1. Schedule A – Description of
Leased Property
2. Schedule B – Rent Schedule –
Basic Rent
3. Schedule C – Environmental
Reports
4. Schedule C-1 – Tenant’s
Environmental and Asbestos Reports
5. Schedule D – Title
Reports
6. Schedule E – Intentionally
Omitted
7. Schedule F – Termination
Value
8. Schedule G – Representations
and Warranties for Substituted Parcels
9. Schedule H – Group A
Properties Subleases
10. Schedule I -
Form of Subordination, Non-Disturbance and Attornment Agreement
PID
#_______________
50
Lease
Schedules
|
1.
|
Schedule A – Description
of Leased Property
|
|
2.
|
Schedule B – Rent
Schedule – Basic Rent
|
|
3.
|
Schedule C –
Environmental Reports
|
|
4.
|
Schedule C-1 – Tenant’s
Environmental and Asbestos Reports
|
|
5.
|
Schedule D – Title
Reports
|
|
6.
|
Schedule E –
Intentionally Omitted
|
|
7.
|
Schedule F – Termination
Value
|
|
8.
|
Schedule G –
Representations and Warranties for Substituted
Parcels
|
|
9.
|
Schedule H – Group A
Properties Subleases
|
|
10.
|
Schedule I
- Form of Subordination, Non-Disturbance and
Attornment Agreement
|
PID
#______________
1
SCHEDULE
A
DESCRIPTION
OF LEASED PROPERTY
PID #______________
SCHEDULE
B
RENT
SCHEDULE – BASIC RENT
A
Group Properties - Quarterly Rent
|
PID
|
Bldg Name
|
Address
|
City
|
State
|
A Group
Quarterly
Payments
|
|||||||
|
081261
|
North
Boca Raton
|
▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
▇▇
|
19,921 | |||||||
|
081169
|
Westside
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
49,064 | |||||||
|
081172
|
South
Mandarin
|
▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
15,779 | |||||||
|
081163
|
Regency
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
66,149 | |||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
13,193 | |||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
26,679 | |||||||
|
081121
|
▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇ ▇▇
|
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
|
FL
|
13,048 | |||||||
|
081109
|
Rockledge
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
15,805 | |||||||
|
090318
|
Toco
Hills
|
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
17,016 | |||||||
|
090289
|
Perimeter
Center Branch
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
59,094 | |||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
33,182 | |||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
28,987 | |||||||
|
090036
|
Hapeville
|
▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
48,191 | |||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
17,867 | |||||||
|
250211
|
Sardis
Crossing Branch
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
11,647 | |||||||
|
250115
|
Main
▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
12,966 | |||||||
|
250945
|
Viewmont
Branch
|
▇▇▇▇
▇▇▇ ▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
16,598 | |||||||
|
250349
|
Main
▇▇▇▇▇▇
|
▇▇▇
▇ ▇▇▇▇ ▇▇
|
▇▇▇▇
|
▇▇
|
13,838 | |||||||
|
250289
|
▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇
▇ ▇▇▇▇ ▇▇
|
▇▇▇▇▇▇
|
▇▇
|
21,244 | |||||||
|
250305
|
Main
▇▇▇▇▇▇
|
▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
32,444 | |||||||
|
250358
|
Main
▇▇▇▇▇▇
|
▇▇▇
▇▇▇▇ ▇▇ ▇
|
▇▇▇▇▇▇▇
|
▇▇
|
27,268 | |||||||
|
250312
|
Waynesville
Main
|
▇▇▇
▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
22,449 | |||||||
|
250334
|
Main
Office
|
▇▇▇
▇ ▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
14,330 | |||||||
|
Total
|
596,759 | |||||||||||
PID #______________
SCHEDULE
C
ENVIRONMENTAL
REPORTS
First
States Group, L.P. has obtained Environmental Reports prepared by Entrix, Inc.
dated
December,
2002 for the following addresses:
|
Property Name
|
Address
|
City
|
County
|
State
|
||||
|
Clemmons
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇.
|
▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
||||
|
▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇▇▇
|
▇▇
|
||||
|
Hapeville
|
▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇
|
▇▇
|
||||
|
King
Main
|
▇▇▇
▇. ▇▇▇▇ ▇▇.
|
▇▇▇▇
|
▇▇▇▇▇▇
|
▇▇
|
||||
|
Lantana
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
▇▇
|
||||
|
Marion
Main
|
▇▇▇
▇. ▇▇▇▇ ▇▇.
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
Monument
Rd
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
|
▇▇
|
||||
|
North
Boca Raton
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
▇▇
|
||||
|
Perimeter
Center
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇
|
▇▇
|
||||
|
Ridge
Road
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇
|
▇▇
|
||||
|
Rockledge
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
||||
|
Roxboro
Main
|
▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇
|
▇▇
|
||||
|
▇▇▇▇
Avenue
|
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
||||
|
S.
Mandarin
|
▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
|
▇▇
|
||||
|
Sardis
Road
|
▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
▇▇▇▇▇▇▇▇▇▇
|
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇. at Abercorn Extension
|
Savannah
|
Chatham
|
GA
|
||||
|
Toco
Hills
|
▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇
|
▇▇
|
||||
|
Valdese
Main
|
▇▇▇
▇▇▇▇ ▇▇.
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇
|
▇▇
|
||||
|
Viewmont
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
||||
|
▇▇▇▇▇▇
Way
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
Washington
Road
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
Westside
|
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
|
▇▇
|
||||
|
Wilkesboro
Main
|
|
▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇.
|
|
▇▇▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇
|
|
▇▇
|
PID #______________
SCHEDULE
C-1
TENANT’S
ENVIRONMENTAL AND ASBESTOS REPORTS
PREFCO
PROPERTIES
|
PID
|
Bldg Name
|
Address
|
City
|
State
|
Group
|
Environmental Reports
|
RSF
|
|||||||
|
081261
|
North
Boca Raton
|
▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - LAW - 11/91
|
4,545
|
|||||||
|
Radon
Survey - LAW - 11/91
|
||||||||||||||
|
UST
Survey - LAW - 11/91 - No UST Found
|
||||||||||||||
|
081169
|
Westside
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - ECS - 6/99
|
11,194
|
|||||||
|
081172
|
South
Mandarin
|
▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - PSI - 8/97
|
3,600
|
|||||||
|
081163
|
Regency
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - ECS - 6/99
|
15,092
|
|||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - LAW - 10/91
|
3,010
|
|||||||
|
Radon
Survey - LAW - 10/91
|
||||||||||||||
|
UST
Survey - LAW - 10/91 - No UST Found
|
||||||||||||||
|
081149
|
Lantana
Road
|
▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - PSI - 7/99
|
6,087
|
|||||||
|
Operations
& Maintenance Plan (O&M) - 7/99
|
||||||||||||||
|
Asbestos
Abatement - 7/00
|
||||||||||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇ ▇▇
|
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - ECS - 5/99
|
2,977
|
|||||||
|
081109
|
Rockledge
|
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - PSI - 8/15/00
|
3,606
|
|||||||
|
Asbestos
Abatement - 9/00
|
||||||||||||||
|
Radon
Survey - LAW - 10/91
|
||||||||||||||
|
090318
|
Toco
Hills
|
▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
No
File
|
4,000
|
|||||||
|
090289
|
Perimeter
Center Branch
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
No
File
|
13,891
|
|||||||
|
090130
|
Washington
Road Branch
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
No
File
|
7,800
|
|||||||
|
▇▇▇▇▇▇
|
▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
No
File
|
6,814
|
|||||||
|
090036
|
Hapeville
|
▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
No
File
|
11,328
|
|||||||
|
090158
|
▇▇▇▇▇▇▇▇▇▇
Avenue Branch
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
No
File
|
4,200
|
|||||||
|
250211
|
Sardis
Crossing Branch
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Phase
I/Asbestos Assessment - E.I. - 10/99
|
3,364
|
|||||||
|
250115
|
Main
▇▇▇▇▇▇
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - E.I. - 9/97
|
3,745
|
|||||||
|
Asbestos
Abatement - 4/98
|
||||||||||||||
|
250945
|
Viewmont
Branch
|
▇▇▇▇
▇▇▇ ▇▇ ▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
Phase
II/Asbestos Assessment - E.I. - 10/99
|
4,794
|
|||||||
|
250349
|
Main
Office
|
▇▇▇
▇ ▇▇▇▇ ▇▇
|
▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - E.I. - 12/00
|
3,997
|
|||||||
|
Operations
& Maintenance Plan (O&M) - 12/00
|
||||||||||||||
|
250289
|
▇▇▇▇
▇▇▇▇▇▇
|
▇▇▇
▇ ▇▇▇▇ ▇▇
|
▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - E.I. - 5/00
|
6,136
|
|||||||
|
Operations
& Maintenance Plan (O&M) - 10/00
|
||||||||||||||
|
O
& M Reinspection - 11/01
|
||||||||||||||
|
Phase
II - Alliance - 4/90
|
||||||||||||||
|
250305
|
Main
▇▇▇▇▇▇
|
▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - E.I. - 10/00
|
9,371
|
|||||||
|
Operations
& Maintenance Plan (O&M) - 11/00
|
||||||||||||||
|
O
& M Reinspection - 9/01
|
||||||||||||||
|
250358
|
Main
▇▇▇▇▇▇
|
▇▇▇
▇▇▇▇ ▇▇ ▇
|
▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - E.I. - 5/00
|
7,876
|
|||||||
|
Asbestos
Abatement - 5/00
|
||||||||||||||
|
Operations
& Maintenance Plan (O&M) - 11/00
|
||||||||||||||
|
O
& M Reinspection - 11/01
|
||||||||||||||
|
250312
|
Waynesville
Main
|
▇▇▇
▇▇▇▇ ▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
Asbestos
Assessment - ▇.▇. - ▇▇/▇▇ - ▇▇▇▇ Detected
|
6,484
|
|||||||
|
250334
|
Main
Office
|
▇▇▇
▇ ▇▇▇▇ ▇▇
|
▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
A
|
N/A
- Built in 1986
|
4,139
|
|||||||
|
|
|
23
|
|
|
|
A Total
|
|
|
148,050
|
PID #______________
1
SCHEDULE
D
TITLE
REPORTS
First
States Group, L.P. has obtained Title Reports prepared by Chicago Title
Insurance
Company
for the following addresses:
|
Property Name
|
Title Commitment No.
|
Property ▇▇▇▇▇▇▇
|
▇▇▇▇
|
▇▇▇▇▇
|
||||
|
▇▇▇▇▇▇▇▇
|
▇▇▇-▇▇-▇▇▇▇▇/▇▇▇
#122203284
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇.
|
▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
▇▇▇▇▇▇
|
PHI-02-15750/CSU
#122203233
|
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
Hapeville
|
PHI-02-15701/CSU
#122203249
|
▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
King
Main
|
PHI-02-15739/CSU
#122203286
|
▇▇▇
▇. ▇▇▇▇ ▇▇.
|
▇▇▇▇
|
▇▇
|
||||
|
Lantana
|
PHI-02-15678/CSU
#122203226
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇
|
▇▇
|
||||
|
Marion
Main
|
PHI-02-15730/CSU
#122203271
|
▇▇▇
▇. ▇▇▇▇ ▇▇.
|
▇▇▇▇▇▇
|
▇▇
|
||||
|
Monument
Rd
|
PHI-02-15672/CSU
#122203213
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
▇▇
|
||||
|
North
Boca Raton
|
PHI-02-15749/CSU
#122203227
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇
|
▇▇▇▇
▇▇▇▇▇
|
▇▇
|
||||
|
Perimeter
Center
|
PHI-02-15696/CSU
#122203244
|
▇▇▇▇
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▇▇▇▇▇▇▇
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▇▇
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Ridge
Road
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PHI-02-15679/CSU
#122203229
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
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▇▇
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Rockledge
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PHI-02-15661//CSU
#122203210
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇
▇▇▇▇
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▇▇▇-▇▇-▇▇▇▇▇/▇▇▇
#122203293
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▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
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▇▇▇▇▇▇▇
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▇▇
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▇▇▇▇
Avenue
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PHI-02-15729/CSU
#122203266
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▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇
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▇▇
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S.
Mandarin
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PHI-02-15669/CSU
#122203215
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▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇
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▇▇▇▇▇▇
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▇▇▇-▇▇-▇▇▇▇▇/▇▇▇
#122203272
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▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇
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▇▇
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PID #______________
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Property Name
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Title Commitment No.
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Property ▇▇▇▇▇▇▇
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▇▇▇▇
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▇▇▇▇▇
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||||
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▇▇▇▇▇▇▇▇▇▇
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▇▇▇-▇▇-▇▇▇▇
/CSU #122203237
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▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇. at Abercorn Extension
|
Savannah
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GA
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||||
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Toco
Hills
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PHI-02-15697/CSU
#122203245
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▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇
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▇▇
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||||
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Valdese
Main
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PHI-02-15716/CSU
#122203263
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▇▇▇
▇▇▇▇ ▇▇.
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▇▇▇▇▇▇▇
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▇▇
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Viewmont
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PHI-02-15721/CSU
#122203270
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▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇
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▇▇
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▇▇▇▇▇▇
▇▇▇
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▇▇▇-▇▇▇-▇▇▇▇/▇▇▇
#122203255
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▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇
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▇▇
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Washington
Road
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PHI-02-15690/CSU
#122203256
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▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇
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▇▇
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Westside
|
PHI-02-15673/CSU
#122203217
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▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇
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▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
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▇▇▇-▇▇-▇▇▇▇▇/▇▇▇
#122203288
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▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇.
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▇▇▇▇▇▇▇▇▇▇
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▇▇
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PID #______________
2
SCHEDULE
E
INTENTIONALLY
OMITTED
3
SCHEDULE
F
TERMINATION
VALUE
Termination
Schedule Group A
|
Property Name
|
North Boca Raton
|
Westside
|
South Marndarin
|
Monument Road
|
▇▇▇▇▇▇ Road
|
Lantana Road
|
Ridge Road
|
Rockledge
|
Toco Hills
|
|||||||||||||||||||||||||||
|
PID #
|
PID#081261
|
PID#081169
|
PID#081172
|
PID#081163
|
PID#081230
|
PID#081149
|
PID#081149
|
PID# 081121
|
PID#90318
|
|||||||||||||||||||||||||||
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
||||||||||||||||||||||||||||
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
||||||||||||||||||||||||||||
|
5/31/2003
|
2,174,883.83 | 5,650,399.11 | 1,679,465.40 | 6,693,688.34 | 1,415,079.73 | 2,877,674.53 | 1,454,225.76 | 1,889,364.55 | 1,841,581.14 | |||||||||||||||||||||||||||
|
8/31/2003
|
2,163,236.94 | 5,619,665.19 | 1,670,541.43 | 6,658,696.36 | 1,407,542.59 | 2,862,320.69 | 1,446,390.10 | 1,878,981.76 | 1,831,745.26 | |||||||||||||||||||||||||||
|
11/30/2003
|
2,145,432.98 | 5,573,160.96 | 1,656,829.69 | 6,604,348.53 | 1,395,979.94 | 2,838,793.25 | 1,434,460.38 | 1,863,376.19 | 1,816,683.46 | |||||||||||||||||||||||||||
|
2/28/2004
|
2,127,530.02 | 5,526,441.75 | 1,643,035.29 | 6,549,620.10 | 1,384,349.24 | 2,815,129.80 | 1,422,468.74 | 1,847,708.16 | 1,801,535.51 | |||||||||||||||||||||||||||
|
5/31/2004
|
2,109,537.93 | 5,479,503.01 | 1,629,170.28 | 6,494,595.69 | 1,372,659.52 | 2,791,346.97 | 1,410,418.71 | 1,831,969.41 | 1,786,311.43 | |||||||||||||||||||||||||||
|
8/31/2004
|
2,091,465.33 | 5,432,337.15 | 1,615,245.76 | 6,439,355.84 | 1,360,918.96 | 2,767,459.77 | 1,398,313.03 | 1,816,150.70 | 1,771,020.17 | |||||||||||||||||||||||||||
|
11/30/2004
|
2,073,301.98 | 5,384,947.78 | 1,601,249.35 | 6,383,814.64 | 1,349,118.30 | 2,743,451.03 | 1,386,147.92 | 1,800,259.99 | 1,755,651.39 | |||||||||||||||||||||||||||
|
2/28/2005
|
2,055,038.91 | 5,337,341.64 | 1,587,169.71 | 6,327,890.43 | 1,337,249.11 | 2,719,305.30 | 1,373,920.40 | 1,784,306.25 | 1,740,195.85 | |||||||||||||||||||||||||||
|
5/31/2005
|
2,036,675.29 | 5,289,516.72 | 1,573,006.19 | 6,271,580.51 | 1,325,310.86 | 2,695,021.48 | 1,361,629.95 | 1,768,288.83 | 1,724,652.84 | |||||||||||||||||||||||||||
|
8/31/2005
|
2,018,227.51 | 5,241,426.82 | 1,558,784.50 | 6,215,094.84 | 1,313,321.83 | 2,670,631.82 | 1,349,278.54 | 1,752,172.46 | 1,709,041.11 | |||||||||||||||||||||||||||
|
11/30/2005
|
1,999,684.10 | 5,193,101.37 | 1,544,487.05 | 6,158,291.60 | 1,301,269.46 | 2,646,114.08 | 1,336,864.48 | 1,735,980.22 | 1,693,347.68 | |||||||||||||||||||||||||||
|
2/28/2006
|
1,981,040.18 | 5,144,557.25 | 1,530,105.75 | 6,101,102.79 | 1,289,148.06 | 2,621,458.31 | 1,324,387.52 | 1,719,724.33 | 1,677,566.84 | |||||||||||||||||||||||||||
|
5/31/2006
|
1,962,295.06 | 5,095,792.70 | 1,515,640.05 | 6,043,526.04 | 1,276,957.14 | 2,596,663.56 | 1,311,847.19 | 1,703,404.22 | 1,661,697.95 | |||||||||||||||||||||||||||
|
8/31/2006
|
1,943,452.33 | 5,046,730.05 | 1,501,105.51 | 5,985,728.89 | 1,264,706.55 | 2,571,744.96 | 1,299,237.08 | 1,686,974.50 | 1,645,748.86 | |||||||||||||||||||||||||||
|
11/30/2006
|
1,924,508.80 | 4,997,419.15 | 1,486,491.15 | 5,927,597.07 | 1,252,389.20 | 2,546,691.38 | 1,286,560.96 | 1,670,464.81 | 1,629,713.67 | |||||||||||||||||||||||||||
|
2/28/2007
|
1,905,463.97 | 4,947,887.61 | 1,471,792.30 | 5,869,076.99 | 1,240,002.29 | 2,521,498.69 | 1,273,821.41 | 1,653,890.84 | 1,613,590.37 | |||||||||||||||||||||||||||
|
5/31/2007
|
1,886,317.23 | 4,898,133.90 | 1,457,008.48 | 5,810,166.63 | 1,227,545.39 | 2,496,166.07 | 1,261,018.01 | 1,637,252.10 | 1,597,378.43 | |||||||||||||||||||||||||||
|
8/31/2007
|
1,867,058.71 | 4,848,047.20 | 1,442,144.61 | 5,750,988.85 | 1,215,019.44 | 2,470,690.64 | 1,248,135.58 | 1,620,492.51 | 1,581,074.19 | |||||||||||||||||||||||||||
|
11/30/2007
|
1,847,693.99 | 4,797,698.93 | 1,427,196.62 | 5,691,458.40 | 1,202,423.15 | 2,445,072.97 | 1,235,183.58 | 1,603,648.65 | 1,564,679.23 | |||||||||||||||||||||||||||
|
2/28/2008
|
1,828,227.11 | 4,747,127.90 | 1,412,163.47 | 5,631,536.88 | 1,189,756.72 | 2,419,315.05 | 1,222,167.58 | 1,586,739.83 | 1,548,195.42 | |||||||||||||||||||||||||||
|
5/31/2008
|
1,808,650.93 | 4,696,287.68 | 1,397,043.75 | 5,571,252.43 | 1,177,017.91 | 2,393,410.76 | 1,209,080.00 | 1,569,744.29 | 1,531,618.26 | |||||||||||||||||||||||||||
|
8/31/2008
|
1,788,956.20 | 4,645,126.62 | 1,381,834.37 | 5,510,626.17 | 1,164,203.07 | 2,367,351.13 | 1,195,911.85 | 1,552,638.61 | 1,514,941.42 | |||||||||||||||||||||||||||
|
11/30/2008
|
1,769,149.58 | 4,593,689.98 | 1,366,536.36 | 5,449,628.37 | 1,151,314.12 | 2,341,141.65 | 1,182,670.41 | 1,535,444.15 | 1,498,169.00 | |||||||||||||||||||||||||||
|
2/28/2009
|
1,749,239.90 | 4,542,028.38 | 1,351,152.48 | 5,388,236.52 | 1,138,354.45 | 2,314,790.73 | 1,169,364.40 | 1,518,184.03 | 1,481,306.97 | |||||||||||||||||||||||||||
|
5/31/2009
|
1,729,226.79 | 4,490,140.88 | 1,335,682.43 | 5,326,449.33 | 1,125,323.79 | 2,288,297.84 | 1,155,993.54 | 1,500,857.93 | 1,464,355.00 | |||||||||||||||||||||||||||
|
8/31/2009
|
1,709,071.36 | 4,437,845.15 | 1,320,108.14 | 5,264,293.30 | 1,112,203.84 | 2,261,621.22 | 1,142,523.64 | 1,483,386.73 | 1,447,284.64 | |||||||||||||||||||||||||||
|
11/30/2009
|
1,688,798.04 | 4,385,259.05 | 1,304,440.47 | 5,201,745.78 | 1,099,005.81 | 2,234,786.72 | 1,128,976.52 | 1,465,822.01 | 1,430,113.57 | |||||||||||||||||||||||||||
|
2/28/2010
|
1,668,420.72 | 4,332,445.68 | 1,288,686.18 | 5,138,801.08 | 1,085,736.43 | 2,207,809.50 | 1,115,364.20 | 1,448,190.86 | 1,412,852.09 | |||||||||||||||||||||||||||
|
5/31/2010
|
1,647,939.14 | 4,279,404.36 | 1,272,845.06 | 5,075,458.31 | 1,072,395.52 | 2,180,689.22 | 1,101,686.50 | 1,430,493.08 | 1,395,499.97 | |||||||||||||||||||||||||||
|
8/31/2010
|
1,627,298.72 | 4,225,914.15 | 1,256,886.63 | 5,011,691.84 | 1,058,954.39 | 2,153,363.09 | 1,087,898.94 | 1,412,637.11 | 1,378,015.35 | |||||||||||||||||||||||||||
|
11/30/2010
|
1,606,534.09 | 4,172,118.00 | 1,240,829.80 | 4,947,512.91 | 1,045,430.98 | 2,125,870.61 | 1,074,030.02 | 1,394,682.58 | 1,360,424.62 | |||||||||||||||||||||||||||
|
2/28/2011
|
1,585,664.47 | 4,118,092.12 | 1,224,685.57 | 4,882,933.49 | 1,031,835.57 | 2,098,234.09 | 1,060,095.25 | 1,376,660.85 | 1,342,742.63 | |||||||||||||||||||||||||||
|
5/31/2011
|
1,564,689.72 | 4,063,836.17 | 1,208,453.83 | 4,817,953.13 | 1,018,168.05 | 2,070,453.33 | 1,046,094.54 | 1,358,571.80 | 1,324,969.26 | |||||||||||||||||||||||||||
|
8/31/2011
|
1,543,538.75 | 4,009,088.50 | 1,192,090.99 | 4,752,491.33 | 1,004,388.79 | 2,042,443.45 | 1,031,972.57 | 1,340,310.76 | 1,307,048.53 | |||||||||||||||||||||||||||
|
11/30/2011
|
1,522,256.91 | 3,954,018.50 | 1,175,624.49 | 4,686,594.98 | 990,522.86 | 2,014,258.31 | 1,017,764.88 | 1,321,945.89 | 1,289,016.02 | |||||||||||||||||||||||||||
|
2/28/2012
|
1,500,869.04 | 3,898,716.21 | 1,159,069.76 | 4,620,294.66 | 976,584.22 | 1,985,927.72 | 1,003,490.66 | 1,303,512.99 | 1,270,891.35 | |||||||||||||||||||||||||||
|
5/31/2012
|
1,479,347.10 | 3,843,083.73 | 1,142,408.85 | 4,553,549.20 | 962,556.81 | 1,957,417.59 | 989,128.64 | 1,284,973.72 | 1,252,652.17 | |||||||||||||||||||||||||||
|
8/31/2012
|
1,457,659.87 | 3,787,015.28 | 1,125,621.25 | 4,486,306.71 | 948,422.40 | 1,928,689.53 | 974,655.42 | 1,266,287.22 | 1,234,273.39 | |||||||||||||||||||||||||||
|
11/30/2012
|
1,435,834.78 | 3,730,607.30 | 1,108,724.46 | 4,418,606.46 | 934,196.69 | 1,899,776.84 | 960,091.92 | 1,247,491.35 | 1,215,776.84 | |||||||||||||||||||||||||||
|
2/28/2013
|
1,413,902.56 | 3,673,964.31 | 1,091,738.56 | 4,350,498.60 | 919,897.55 | 1,870,717.23 | 945,461.15 | 1,228,626.57 | 1,197,187.21 | |||||||||||||||||||||||||||
|
5/31/2013
|
1,391,863.34 | 3,617,086.63 | 1,074,663.67 | 4,281,983.57 | 905,525.07 | 1,841,510.89 | 930,763.22 | 1,209,692.98 | 1,178,504.59 | |||||||||||||||||||||||||||
|
8/31/2013
|
1,369,610.36 | 3,559,624.80 | 1,057,427.96 | 4,212,862.50 | 891,015.99 | 1,812,025.16 | 915,919.46 | 1,190,557.63 | 1,159,642.56 | |||||||||||||||||||||||||||
|
11/30/2013
|
1,347,212.16 | 3,501,805.28 | 1,040,077.22 | 4,143,259.17 | 876,410.72 | 1,782,344.93 | 900,980.57 | 1,171,307.05 | 1,140,656.47 | |||||||||||||||||||||||||||
|
2/28/2014
|
1,324,705.66 | 3,443,747.89 | 1,022,636.45 | 4,073,244.40 | 861,731.26 | 1,752,516.24 | 885,973.66 | 1,151,986.65 | 1,121,576.31 | |||||||||||||||||||||||||||
|
5/31/2014
|
1,302,091.15 | 3,385,453.32 | 1,005,105.89 | 4,002,819.10 | 846,977.78 | 1,722,539.45 | 870,898.93 | 1,132,596.64 | 1,102,402.29 | |||||||||||||||||||||||||||
|
8/31/2014
|
1,279,242.61 | 3,326,524.66 | 987,398.44 | 3,931,720.41 | 832,074.28 | 1,692,256.11 | 855,665.07 | 1,112,988.78 | 1,083,031.55 | |||||||||||||||||||||||||||
|
11/30/2014
|
1,256,241.07 | 3,267,219.17 | 969,569.81 | 3,860,113.69 | 817,069.45 | 1,661,767.88 | 840,331.01 | 1,093,259.53 | 1,063,530.11 | |||||||||||||||||||||||||||
|
2/28/2015
|
1,233,130.03 | 3,207,672.82 | 951,650.19 | 3,788,091.46 | 801,989.62 | 1,631,129.55 | 824,928.13 | 1,073,459.49 | 1,043,933.56 | |||||||||||||||||||||||||||
|
5/31/2015
|
1,209,909.90 | 3,147,886.67 | 933,639.94 | 3,715,655.18 | 786,835.06 | 1,600,341.70 | 809,456.73 | 1,053,588.99 | 1,024,242.24 | |||||||||||||||||||||||||||
|
8/31/2015
|
1,186,434.40 | 3,087,413.83 | 915,435.88 | 3,642,474.61 | 771,516.34 | 1,569,218.71 | 793,812.22 | 1,033,483.70 | 1,004,335.96 | |||||||||||||||||||||||||||
|
11/30/2015
|
1,162,797.72 | 3,026,544.05 | 897,104.17 | 3,568,758.87 | 756,090.89 | 1,537,879.87 | 778,062.14 | 1,013,250.55 | 984,292.01 | |||||||||||||||||||||||||||
|
2/28/2016
|
1,139,050.26 | 2,965,430.24 | 878,680.46 | 3,494,623.37 | 740,589.57 | 1,506,389.22 | 762,242.42 | 992,945.58 | 964,151.84 | |||||||||||||||||||||||||||
|
5/31/2016
|
1,115,138.31 | 2,903,911.33 | 860,126.47 | 3,419,941.71 | 724,979.33 | 1,474,678.29 | 746,314.96 | 972,510.11 | 943,871.17 | |||||||||||||||||||||||||||
|
8/31/2016
|
1,091,003.65 | 2,841,815.04 | 841,400.32 | 3,344,572.38 | 709,224.07 | 1,442,672.53 | 730,238.72 | 951,881.87 | 923,401.85 | |||||||||||||||||||||||||||
|
11/30/2016
|
1,066,699.23 | 2,779,300.66 | 822,539.70 | 3,268,639.35 | 693,356.39 | 1,410,439.43 | 714,051.28 | 931,118.93 | 902,787.54 | |||||||||||||||||||||||||||
|
2/28/2017
|
1,042,282.67 | 2,716,538.91 | 803,586.01 | 3,192,282.08 | 677,411.96 | 1,378,052.70 | 697,793.31 | 910,283.12 | 882,075.84 | |||||||||||||||||||||||||||
|
5/31/2017
|
1,017,754.73 | 2,653,531.71 | 784,539.86 | 3,115,503.11 | 661,391.28 | 1,345,513.37 | 681,465.30 | 889,375.02 | 861,267.42 | |||||||||||||||||||||||||||
|
8/31/2017
|
992,925.31 | 2,589,724.26 | 765,263.40 | 3,037,826.75 | 645,175.91 | 1,312,577.15 | 664,933.99 | 868,195.56 | 840,204.66 | |||||||||||||||||||||||||||
|
11/30/2017
|
967,917.07 | 2,525,476.40 | 745,845.30 | 2,959,556.63 | 628,842.11 | 1,279,401.46 | 648,285.56 | 846,874.22 | 818,989.15 | |||||||||||||||||||||||||||
|
2/28/2018
|
942,795.26 | 2,460,977.69 | 726,333.00 | 2,880,857.54 | 612,430.61 | 1,246,070.23 | 631,565.66 | 825,478.87 | 797,675.05 | |||||||||||||||||||||||||||
|
5/31/2018
|
917,560.83 | 2,396,230.45 | 706,727.26 | 2,801,732.63 | 595,942.05 | 1,212,584.75 | 614,774.91 | 804,010.26 | 776,263.17 | |||||||||||||||||||||||||||
|
8/31/2018
|
892,000.00 | 2,330,621.62 | 686,871.47 | 2,721,627.62 | 579,242.29 | 1,178,669.01 | 597,764.55 | 782,250.51 | 754,575.66 | |||||||||||||||||||||||||||
|
11/30/2018
|
866,250.83 | 2,264,548.91 | 666,866.49 | 2,640,897.19 | 562,417.80 | 1,144,501.04 | 580,630.82 | 760,341.34 | 732,727.27 | |||||||||||||||||||||||||||
|
2/28/2019
|
840,386.59 | 2,198,221.64 | 646,766.13 | 2,559,732.81 | 545,514.62 | 1,110,175.52 | 563,424.63 | 738,356.96 | 710,779.01 | |||||||||||||||||||||||||||
|
5/31/2019
|
814,408.43 | 2,131,642.64 | 626,571.29 | 2,478,138.28 | 528,533.51 | 1,075,693.99 | 546,146.75 | 716,298.28 | 688,731.85 | |||||||||||||||||||||||||||
|
8/31/2019
|
788,077.65 | 2,064,137.46 | 606,105.63 | 2,395,476.58 | 511,323.84 | 1,040,747.10 | 528,632.07 | 693,927.66 | 666,386.66 | |||||||||||||||||||||||||||
|
11/30/2019
|
761,548.49 | 1,996,143.69 | 585,482.84 | 2,312,156.14 | 493,982.79 | 1,005,534.53 | 510,987.46 | 671,399.65 | 643,872.02 | |||||||||||||||||||||||||||
|
2/28/2020
|
734,902.68 | 1,927,891.48 | 564,763.42 | 2,228,396.51 | 476,562.00 | 970,162.31 | 493,269.36 | 648,795.19 | 621,256.16 | |||||||||||||||||||||||||||
|
5/31/2020
|
708,055.03 | 1,859,142.14 | 543,884.12 | 2,143,966.65 | 459,007.54 | 934,519.77 | 475,419.05 | 626,030.58 | 598,467.90 | |||||||||||||||||||||||||||
|
8/31/2020
|
680,914.15 | 1,789,641.74 | 522,776.80 | 2,058,614.95 | 441,261.36 | 898,487.95 | 457,373.77 | 603,017.24 | 575,430.74 | |||||||||||||||||||||||||||
|
11/30/2020
|
653,564.33 | 1,719,626.73 | 501,503.98 | 1,972,569.46 | 423,376.81 | 862,176.32 | 439,191.63 | 579,838.14 | 552,215.12 | |||||||||||||||||||||||||||
|
2/28/2021
|
626,096.20 | 1,649,349.20 | 480,133.22 | 1,886,079.26 | 405,411.43 | 825,702.81 | 420,934.92 | 556,581.26 | 528,896.85 | |||||||||||||||||||||||||||
|
5/31/2021
|
598,511.32 | 1,578,812.98 | 458,665.73 | 1,799,149.53 | 387,366.25 | 789,069.51 | 402,604.66 | 533,247.84 | 505,477.28 | |||||||||||||||||||||||||||
|
8/31/2021
|
570,517.18 | 1,507,211.07 | 436,882.57 | 1,710,964.54 | 369,054.99 | 751,894.99 | 384,000.51 | 509,557.54 | 481,711.30 | |||||||||||||||||||||||||||
|
11/30/2021
|
542,302.98 | 1,435,067.17 | 414,925.10 | 1,622,048.82 | 350,598.00 | 714,425.74 | 365,252.21 | 485,692.65 | 457,757.35 | |||||||||||||||||||||||||||
|
2/28/2022
|
513,968.73 | 1,362,656.44 | 392,868.29 | 1,532,682.60 | 332,059.01 | 676,792.29 | 346,428.20 | 461,748.60 | 433,699.26 | |||||||||||||||||||||||||||
|
5/31/2022
|
485,516.21 | 1,289,983.25 | 370,713.56 | 1,442,871.78 | 313,439.22 | 638,996.99 | 327,529.64 | 437,726.80 | 409,538.56 | |||||||||||||||||||||||||||
|
8/31/2022
|
456,623.83 | 1,216,169.04 | 348,218.92 | 1,351,704.12 | 294,533.08 | 600,619.51 | 308,337.15 | 413,323.85 | 385,005.33 | |||||||||||||||||||||||||||
|
11/30/2022
|
427,499.68 | 1,141,784.00 | 325,540.69 | 1,259,766.86 | 275,473.46 | 561,931.63 | 288,992.85 | 388,737.02 | 360,274.12 | |||||||||||||||||||||||||||
|
2/28/2023
|
398,253.64 | 1,067,127.61 | 302,761.68 | 1,167,372.99 | 256,330.63 | 523,077.07 | 269,571.64 | 364,069.58 | 335,437.21 | |||||||||||||||||||||||||||
|
5/31/2023
|
368,887.72 | 992,204.81 | 279,883.47 | 1,074,529.19 | 237,105.92 | 484,058.53 | 250,074.81 | 339,323.11 | 310,496.32 | |||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
4
SCHEDULE
F
TERMINATION
VALUE
Termination
Schedule Group A
|
Property Name
|
Perimeter Ctr Branch
|
Washington Rd Branch
|
▇▇▇▇▇▇ Way Branch
|
Hapeville
|
▇▇▇▇▇▇▇▇▇▇ Ave
|
Sardis Crossing
|
▇▇▇▇▇▇▇▇ Main Office
|
Viewmont Branch
|
||||||||||||||||||||||||
|
PID #
|
PID#090289
|
PID#090130
|
PID#090128
|
PID#090036
|
PID#090036
|
PID#250211
|
PID#250115
|
PID# 250945
|
||||||||||||||||||||||||
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
|||||||||||||||||||||||||
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
|||||||||||||||||||||||||
|
5/31/2003
|
6,686,321.63 | 3,591,121.19 | 3,317,626.58 | 5,348,601.19 | 1,933,669.69 | 1,429,386.75 | 1,645,813.94 | 1,990,595.55 | ||||||||||||||||||||||||
|
8/31/2003
|
6,650,135.72 | 3,571,941.09 | 3,299,612.81 | 5,319,817.30 | 1,923,341.98 | 1,421,476.97 | 1,636,628.06 | 1,979,646.97 | ||||||||||||||||||||||||
|
11/30/2003
|
6,595,201.38 | 3,542,570.31 | 3,272,324.48 | 5,275,958.71 | 1,907,527.02 | 1,409,641.96 | 1,622,959.93 | 1,963,200.27 | ||||||||||||||||||||||||
|
2/28/2004
|
6,539,996.40 | 3,513,031.54 | 3,244,907.11 | 5,231,869.21 | 1,891,621.61 | 1,397,764.57 | 1,609,249.98 | 1,946,688.62 | ||||||||||||||||||||||||
|
5/31/2004
|
6,484,527.01 | 3,483,344.29 | 3,217,360.04 | 5,187,564.09 | 1,875,636.25 | 1,385,835.06 | 1,595,482.01 | 1,930,102.70 | ||||||||||||||||||||||||
|
8/31/2004
|
6,428,795.78 | 3,453,526.06 | 3,189,680.81 | 5,143,055.64 | 1,859,580.36 | 1,373,842.98 | 1,581,639.03 | 1,913,432.18 | ||||||||||||||||||||||||
|
11/30/2004
|
6,372,795.34 | 3,423,556.66 | 3,161,869.53 | 5,098,327.67 | 1,843,443.07 | 1,361,797.85 | 1,567,736.99 | 1,896,686.04 | ||||||||||||||||||||||||
|
2/28/2005
|
6,316,522.12 | 3,393,418.05 | 3,133,928.16 | 5,053,367.01 | 1,827,214.68 | 1,349,709.92 | 1,553,792.65 | 1,879,874.35 | ||||||||||||||||||||||||
|
5/31/2005
|
6,259,973.70 | 3,363,108.88 | 3,105,855.52 | 5,008,171.72 | 1,810,894.44 | 1,337,578.69 | 1,539,805.47 | 1,862,996.41 | ||||||||||||||||||||||||
|
8/31/2005
|
6,203,129.52 | 3,332,665.71 | 3,077,630.37 | 4,962,755.68 | 1,794,502.05 | 1,325,367.27 | 1,525,718.30 | 1,846,013.29 | ||||||||||||||||||||||||
|
11/30/2005
|
6,146,001.64 | 3,302,063.24 | 3,049,266.05 | 4,917,108.27 | 1,778,023.88 | 1,313,099.93 | 1,511,568.89 | 1,828,950.49 | ||||||||||||||||||||||||
|
2/28/2006
|
6,088,598.69 | 3,271,290.28 | 3,020,770.53 | 4,871,226.33 | 1,761,453.91 | 1,300,789.33 | 1,497,376.67 | 1,811,821.48 | ||||||||||||||||||||||||
|
5/31/2006
|
6,030,918.56 | 3,240,345.63 | 2,992,142.75 | 4,825,108.13 | 1,744,791.50 | 1,288,435.05 | 1,483,141.18 | 1,794,625.68 | ||||||||||||||||||||||||
|
8/31/2006
|
5,972,902.77 | 3,209,244.59 | 2,963,342.90 | 4,778,736.64 | 1,728,044.88 | 1,275,992.71 | 1,468,796.94 | 1,777,313.48 | ||||||||||||||||||||||||
|
11/30/2006
|
5,914,588.01 | 3,177,975.67 | 2,934,396.39 | 4,732,121.33 | 1,711,207.86 | 1,263,491.44 | 1,454,387.11 | 1,759,917.31 | ||||||||||||||||||||||||
|
2/28/2007
|
5,855,995.78 | 3,146,534.91 | 2,905,317.49 | 4,685,269.53 | 1,694,278.31 | 1,250,946.44 | 1,439,933.94 | 1,742,454.27 | ||||||||||||||||||||||||
|
5/31/2007
|
5,797,124.26 | 3,114,921.29 | 2,876,105.31 | 4,638,179.76 | 1,677,255.69 | 1,238,357.35 | 1,425,437.06 | 1,724,923.83 | ||||||||||||||||||||||||
|
8/31/2007
|
5,737,875.10 | 3,083,127.69 | 2,846,700.46 | 4,590,802.46 | 1,660,136.16 | 1,225,671.92 | 1,410,822.20 | 1,707,265.21 | ||||||||||||||||||||||||
|
11/30/2007
|
5,678,310.87 | 3,051,157.19 | 2,817,141.06 | 4,543,168.22 | 1,642,921.36 | 1,212,924.40 | 1,396,138.22 | 1,689,518.10 | ||||||||||||||||||||||||
|
2/28/2008
|
5,618,466.66 | 3,019,013.43 | 2,787,448.04 | 4,495,295.44 | 1,625,613.28 | 1,200,132.64 | 1,381,410.35 | 1,671,703.41 | ||||||||||||||||||||||||
|
5/31/2008
|
5,558,298.23 | 2,986,687.61 | 2,757,595.98 | 4,447,158.25 | 1,608,207.17 | 1,187,276.99 | 1,366,611.35 | 1,653,797.65 | ||||||||||||||||||||||||
|
8/31/2008
|
5,497,755.07 | 2,954,167.42 | 2,727,556.39 | 4,398,725.70 | 1,590,696.40 | 1,174,336.52 | 1,351,712.57 | 1,635,775.58 | ||||||||||||||||||||||||
|
11/30/2008
|
5,436,880.00 | 2,921,460.85 | 2,697,353.98 | 4,350,022.47 | 1,573,085.27 | 1,161,330.63 | 1,336,740.97 | 1,617,660.28 | ||||||||||||||||||||||||
|
2/28/2009
|
5,375,722.28 | 2,888,579.54 | 2,667,016.65 | 4,301,078.52 | 1,555,380.05 | 1,148,279.99 | 1,321,724.90 | 1,599,476.65 | ||||||||||||||||||||||||
|
5/31/2009
|
5,314,280.76 | 2,855,522.83 | 2,636,543.83 | 4,251,892.92 | 1,537,580.39 | 1,135,184.37 | 1,306,664.12 | 1,581,224.37 | ||||||||||||||||||||||||
|
8/31/2009
|
5,252,370.98 | 2,822,235.27 | 2,605,833.88 | 4,202,345.88 | 1,519,656.43 | 1,121,974.56 | 1,291,465.49 | 1,562,818.45 | ||||||||||||||||||||||||
|
11/30/2009
|
5,190,111.46 | 2,788,751.32 | 2,574,952.38 | 4,152,513.65 | 1,501,626.72 | 1,108,695.81 | 1,276,190.13 | 1,544,314.30 | ||||||||||||||||||||||||
|
2/28/2010
|
5,127,566.51 | 2,755,091.06 | 2,543,934.58 | 4,102,438.41 | 1,483,502.07 | 1,095,371.76 | 1,260,869.68 | 1,525,741.04 | ||||||||||||||||||||||||
|
5/31/2010
|
5,064,735.31 | 2,721,254.03 | 2,512,780.08 | 4,052,119.53 | 1,465,282.24 | 1,082,002.24 | 1,245,503.99 | 1,507,098.43 | ||||||||||||||||||||||||
|
8/31/2010
|
5,001,386.86 | 2,687,158.64 | 2,481,364.43 | 4,001,399.27 | 1,446,923.29 | 1,068,508.87 | 1,229,989.69 | 1,488,288.43 | ||||||||||||||||||||||||
|
11/30/2010
|
4,937,669.93 | 2,652,856.33 | 2,449,768.03 | 3,950,378.51 | 1,428,452.93 | 1,054,942.88 | 1,214,394.55 | 1,469,374.93 | ||||||||||||||||||||||||
|
2/28/2011
|
4,873,664.61 | 2,618,376.06 | 2,418,033.88 | 3,899,112.35 | 1,409,886.74 | 1,041,331.00 | 1,198,753.68 | 1,450,391.48 | ||||||||||||||||||||||||
|
5/31/2011
|
4,809,370.47 | 2,583,717.57 | 2,386,161.78 | 3,847,600.45 | 1,391,224.60 | 1,027,673.15 | 1,183,067.00 | 1,431,337.97 | ||||||||||||||||||||||||
|
8/31/2011
|
4,744,507.50 | 2,548,771.75 | 2,354,003.22 | 3,795,645.10 | 1,372,407.74 | 1,013,881.28 | 1,167,220.40 | 1,412,102.58 | ||||||||||||||||||||||||
|
11/30/2011
|
4,679,256.31 | 2,513,607.95 | 2,321,654.24 | 3,743,373.16 | 1,353,473.50 | 1,000,012.89 | 1,151,288.62 | 1,392,758.14 | ||||||||||||||||||||||||
|
2/28/2012
|
4,613,713.63 | 2,478,264.42 | 2,289,165.98 | 3,690,853.29 | 1,334,442.49 | 986,098.01 | 1,135,310.44 | 1,373,342.89 | ||||||||||||||||||||||||
|
5/31/2012
|
4,547,773.28 | 2,442,697.60 | 2,256,482.65 | 3,638,009.11 | 1,315,291.25 | 972,104.75 | 1,119,245.00 | 1,353,815.94 | ||||||||||||||||||||||||
|
8/31/2012
|
4,481,319.53 | 2,406,858.55 | 2,223,543.78 | 3,584,756.49 | 1,295,993.42 | 957,999.35 | 1,103,049.36 | 1,334,133.74 | ||||||||||||||||||||||||
|
11/30/2012
|
4,414,456.83 | 2,370,789.86 | 2,190,404.31 | 3,531,170.37 | 1,276,571.94 | 943,813.34 | 1,086,764.00 | 1,314,336.68 | ||||||||||||||||||||||||
|
2/28/2013
|
4,347,299.39 | 2,334,539.62 | 2,157,123.97 | 3,477,333.66 | 1,257,052.71 | 929,580.20 | 1,070,431.51 | 1,294,467.88 | ||||||||||||||||||||||||
|
5/31/2013
|
4,279,847.58 | 2,298,108.06 | 2,123,702.96 | 3,423,246.68 | 1,237,435.85 | 915,300.00 | 1,054,051.99 | 1,274,527.46 | ||||||||||||||||||||||||
|
8/31/2013
|
4,211,715.60 | 2,261,326.66 | 2,089,940.88 | 3,368,625.47 | 1,217,630.60 | 900,863.83 | 1,037,488.13 | 1,254,373.88 | ||||||||||||||||||||||||
|
11/30/2013
|
4,143,152.81 | 2,224,303.35 | 2,055,967.47 | 3,313,652.92 | 1,197,695.10 | 886,342.75 | 1,020,829.75 | 1,234,099.30 | ||||||||||||||||||||||||
|
2/28/2014
|
4,074,291.82 | 2,187,096.56 | 2,021,851.50 | 3,258,426.98 | 1,177,660.81 | 871,773.85 | 1,004,123.48 | 1,213,752.02 | ||||||||||||||||||||||||
|
5/31/2014
|
4,005,133.48 | 2,149,706.76 | 1,987,593.39 | 3,202,948.32 | 1,157,527.98 | 857,157.31 | 987,369.53 | 1,193,332.28 | ||||||||||||||||||||||||
|
8/31/2014
|
3,935,234.80 | 2,111,933.33 | 1,952,964.70 | 3,146,886.37 | 1,137,188.58 | 842,372.93 | 970,418.03 | 1,172,682.49 | ||||||||||||||||||||||||
|
11/30/2014
|
3,864,882.28 | 2,073,905.06 | 1,918,113.39 | 3,090,454.31 | 1,116,711.95 | 827,499.11 | 953,366.95 | 1,151,905.22 | ||||||||||||||||||||||||
|
2/28/2015
|
3,794,227.95 | 2,035,691.29 | 1,883,117.74 | 3,033,765.90 | 1,096,135.45 | 812,576.76 | 936,267.20 | 1,131,054.23 | ||||||||||||||||||||||||
|
5/31/2015
|
3,723,273.09 | 1,997,292.73 | 1,847,978.40 | 2,976,822.20 | 1,075,459.44 | 797,606.13 | 919,119.07 | 1,110,129.90 | ||||||||||||||||||||||||
|
8/31/2015
|
3,651,514.58 | 1,958,474.98 | 1,812,437.42 | 2,919,243.55 | 1,054,557.72 | 782,455.20 | 901,759.50 | 1,088,957.72 | ||||||||||||||||||||||||
|
11/30/2015
|
3,579,277.97 | 1,919,388.77 | 1,776,661.92 | 2,861,275.02 | 1,033,511.45 | 767,210.04 | 884,295.03 | 1,067,651.26 | ||||||||||||||||||||||||
|
2/28/2016
|
3,506,735.75 | 1,880,114.92 | 1,740,740.22 | 2,803,047.04 | 1,012,364.14 | 751,915.60 | 866,781.05 | 1,046,270.02 | ||||||||||||||||||||||||
|
5/31/2016
|
3,433,705.61 | 1,840,567.10 | 1,704,579.19 | 2,744,421.17 | 991,069.31 | 736,524.99 | 849,160.02 | 1,024,751.73 | ||||||||||||||||||||||||
|
8/31/2016
|
3,359,991.78 | 1,800,651.42 | 1,668,079.07 | 2,685,247.96 | 969,576.40 | 720,988.68 | 831,371.43 | 1,003,030.35 | ||||||||||||||||||||||||
|
11/30/2016
|
3,285,774.36 | 1,760,452.97 | 1,631,331.94 | 2,625,664.09 | 947,931.23 | 705,353.11 | 813,472.34 | 981,167.54 | ||||||||||||||||||||||||
|
2/28/2017
|
3,211,247.33 | 1,720,064.62 | 1,594,436.65 | 2,565,817.50 | 926,183.82 | 689,667.48 | 795,522.87 | 959,228.81 | ||||||||||||||||||||||||
|
5/31/2017
|
3,136,412.95 | 1,679,487.66 | 1,557,394.31 | 2,505,710.06 | 904,334.84 | 673,932.23 | 777,523.52 | 937,214.81 | ||||||||||||||||||||||||
|
8/31/2017
|
3,060,638.14 | 1,638,414.71 | 1,519,883.23 | 2,444,856.13 | 882,218.80 | 657,989.71 | 759,282.72 | 914,914.56 | ||||||||||||||||||||||||
|
11/30/2017
|
2,984,332.89 | 1,597,043.91 | 1,482,111.97 | 2,383,569.63 | 859,942.37 | 641,942.65 | 740,925.53 | 892,465.32 | ||||||||||||||||||||||||
|
2/28/2018
|
2,907,713.80 | 1,555,480.85 | 1,444,190.47 | 2,322,016.98 | 837,562.43 | 625,844.69 | 722,517.04 | 869,938.99 | ||||||||||||||||||||||||
|
5/31/2018
|
2,830,783.68 | 1,513,727.11 | 1,406,120.12 | 2,260,200.46 | 815,079.81 | 609,696.38 | 704,057.86 | 847,336.35 | ||||||||||||||||||||||||
|
8/31/2018
|
2,752,839.24 | 1,471,435.88 | 1,367,544.79 | 2,197,577.21 | 792,307.78 | 593,326.24 | 685,341.01 | 824,426.71 | ||||||||||||||||||||||||
|
11/30/2018
|
2,674,336.08 | 1,428,830.94 | 1,328,695.40 | 2,134,498.32 | 769,366.82 | 576,845.99 | 666,501.58 | 801,360.13 | ||||||||||||||||||||||||
|
2/28/2019
|
2,595,514.64 | 1,386,031.23 | 1,289,693.60 | 2,071,149.65 | 746,321.00 | 560,313.96 | 647,609.86 | 778,215.21 | ||||||||||||||||||||||||
|
5/31/2019
|
2,516,378.29 | 1,343,038.66 | 1,250,541.04 | 2,007,533.96 | 723,171.33 | 543,730.82 | 628,666.60 | 754,992.90 | ||||||||||||||||||||||||
|
8/31/2019
|
2,436,149.83 | 1,299,464.93 | 1,210,845.35 | 1,943,048.10 | 699,708.73 | 526,910.52 | 609,448.61 | 731,441.74 | ||||||||||||||||||||||||
|
11/30/2019
|
2,355,332.90 | 1,255,560.77 | 1,170,861.00 | 1,878,082.34 | 676,068.20 | 509,974.24 | 590,101.50 | 707,725.28 | ||||||||||||||||||||||||
|
2/28/2020
|
2,274,192.99 | 1,211,459.22 | 1,130,721.93 | 1,812,842.97 | 652,321.40 | 492,985.26 | 570,701.08 | 683,929.17 | ||||||||||||||||||||||||
|
5/31/2020
|
2,192,454.34 | 1,167,021.46 | 1,090,289.17 | 1,747,115.33 | 628,393.56 | 475,878.26 | 551,169.29 | 659,964.88 | ||||||||||||||||||||||||
|
8/31/2020
|
2,109,822.78 | 1,122,098.37 | 1,049,414.70 | 1,680,669.75 | 604,204.38 | 458,584.33 | 531,424.03 | 635,738.74 | ||||||||||||||||||||||||
|
11/30/2020
|
2,026,571.43 | 1,076,827.25 | 1,008,236.21 | 1,613,718.72 | 579,827.81 | 441,168.24 | 511,542.78 | 611,338.52 | ||||||||||||||||||||||||
|
2/28/2021
|
1,942,992.18 | 1,031,355.97 | 966,900.59 | 1,546,490.07 | 555,343.47 | 423,698.48 | 491,607.13 | 586,857.26 | ||||||||||||||||||||||||
|
5/31/2021
|
1,859,089.65 | 985,687.13 | 925,410.11 | 1,478,987.57 | 530,752.75 | 406,175.96 | 471,618.11 | 562,296.25 | ||||||||||||||||||||||||
|
8/31/2021
|
1,773,926.98 | 939,342.79 | 883,294.07 | 1,410,477.87 | 505,798.30 | 388,383.17 | 451,317.49 | 537,359.18 | ||||||||||||||||||||||||
|
11/30/2021
|
1,688,111.52 | 892,631.89 | 840,857.82 | 1,341,435.82 | 480,646.48 | 370,461.71 | 430,873.64 | 512,238.77 | ||||||||||||||||||||||||
|
2/28/2022
|
1,601,962.98 | 845,717.93 | 798,261.90 | 1,272,111.93 | 455,385.32 | 352,485.57 | 410,374.26 | 487,035.86 | ||||||||||||||||||||||||
|
5/31/2022
|
1,515,486.64 | 798,603.87 | 755,508.91 | 1,202,510.50 | 430,016.41 | 334,455.76 | 389,820.51 | 461,751.93 | ||||||||||||||||||||||||
|
8/31/2022
|
1,427,659.42 | 750,763.34 | 712,085.84 | 1,131,827.86 | 404,256.33 | 316,137.81 | 368,935.25 | 436,066.46 | ||||||||||||||||||||||||
|
11/30/2022
|
1,339,144.67 | 702,536.76 | 668,325.53 | 1,060,584.55 | 378,288.38 | 297,684.34 | 347,899.14 | 410,187.89 | ||||||||||||||||||||||||
|
2/28/2023
|
1,250,291.40 | 654,104.06 | 624,402.88 | 989,054.95 | 352,209.45 | 279,175.11 | 326,806.31 | 384,225.28 | ||||||||||||||||||||||||
|
5/31/2023
|
1,161,105.55 | 605,468.58 | 580,320.80 | 917,243.92 | 326,021.32 | 260,611.28 | 305,658.05 | 358,180.32 | ||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
5
SCHEDULE
F
TERMINATION
VALUE
Termination
Schedule Group A
|
Property Name
|
King Main Office
|
▇▇▇▇▇▇ Main Office
|
Roxoboro Main
|
Valdese Main
|
▇▇▇▇ Avenue
|
Wilkesboro Main
|
||||||||||||||||||
|
PID #
|
PID#25039
|
PID#250289
|
PID#250305
|
PID#250358
|
PID#250312
|
PID#250334
|
||||||||||||||||||
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
Termination
|
|||||||||||||||||||
|
Value
|
Value
|
Value
|
Value
|
Value
|
Value
|
|||||||||||||||||||
|
5/31/2003
|
1,765,790.03 | 2,603,269.24 | 3,970,336.07 | 3,345,704.24 | 2,250,606.27 | 1,657,779.04 | ||||||||||||||||||
|
8/31/2003
|
1,755,921.61 | 2,588,869.20 | 3,948,381.85 | 3,327,191.29 | 2,238,877.67 | 1,648,750.51 | ||||||||||||||||||
|
11/30/2003
|
1,741,250.33 | 2,567,317.65 | 3,915,516.91 | 3,299,490.17 | 2,220,623.64 | 1,635,100.55 | ||||||||||||||||||
|
2/28/2004
|
1,726,535.32 | 2,545,688.41 | 3,882,532.79 | 3,271,689.75 | 2,202,238.38 | 1,621,388.54 | ||||||||||||||||||
|
5/31/2004
|
1,711,758.40 | 2,523,964.11 | 3,849,403.50 | 3,243,767.32 | 2,183,752.68 | 1,607,612.41 | ||||||||||||||||||
|
8/31/2004
|
1,696,900.51 | 2,502,126.08 | 3,816,101.05 | 3,215,698.50 | 2,165,195.92 | 1,593,769.21 | ||||||||||||||||||
|
11/30/2004
|
1,681,979.59 | 2,480,191.28 | 3,782,650.81 | 3,187,505.45 | 2,146,536.90 | 1,579,860.73 | ||||||||||||||||||
|
2/28/2005
|
1,667,014.43 | 2,458,178.01 | 3,749,080.19 | 3,159,212.11 | 2,127,745.83 | 1,565,889.67 | ||||||||||||||||||
|
5/31/2005
|
1,652,004.48 | 2,436,085.40 | 3,715,387.89 | 3,130,817.35 | 2,108,821.79 | 1,551,855.45 | ||||||||||||||||||
|
8/31/2005
|
1,636,885.97 | 2,413,847.28 | 3,681,474.41 | 3,102,234.97 | 2,089,842.25 | 1,537,742.37 | ||||||||||||||||||
|
11/30/2005
|
1,621,701.04 | 2,391,507.17 | 3,647,405.17 | 3,073,521.69 | 2,070,754.92 | 1,523,560.49 | ||||||||||||||||||
|
2/28/2006
|
1,606,471.33 | 2,369,087.77 | 3,613,214.32 | 3,044,707.05 | 2,051,534.69 | 1,509,315.48 | ||||||||||||||||||
|
5/31/2006
|
1,591,196.37 | 2,346,588.32 | 3,578,900.68 | 3,015,790.07 | 2,032,180.73 | 1,495,006.83 | ||||||||||||||||||
|
8/31/2006
|
1,575,803.51 | 2,323,929.00 | 3,544,343.95 | 2,986,667.08 | 2,012,756.10 | 1,480,609.63 | ||||||||||||||||||
|
11/30/2006
|
1,560,340.64 | 2,301,162.21 | 3,509,623.09 | 2,957,406.12 | 1,993,217.90 | 1,466,139.94 | ||||||||||||||||||
|
2/28/2007
|
1,544,832.44 | 2,278,315.27 | 3,474,779.29 | 2,928,042.71 | 1,973,545.87 | 1,451,606.54 | ||||||||||||||||||
|
5/31/2007
|
1,529,278.49 | 2,255,387.52 | 3,439,811.55 | 2,898,575.99 | 1,953,739.32 | 1,437,008.98 | ||||||||||||||||||
|
8/31/2007
|
1,513,596.81 | 2,232,284.82 | 3,404,577.67 | 2,868,883.87 | 1,933,846.15 | 1,422,312.70 | ||||||||||||||||||
|
11/30/2007
|
1,497,841.36 | 2,209,068.85 | 3,369,170.83 | 2,839,046.37 | 1,913,833.30 | 1,407,540.02 | ||||||||||||||||||
|
2/28/2008
|
1,482,039.98 | 2,185,771.83 | 3,333,639.66 | 2,809,105.25 | 1,893,685.66 | 1,392,703.01 | ||||||||||||||||||
|
5/31/2008
|
1,466,162.69 | 2,162,358.25 | 3,297,930.49 | 2,779,014.52 | 1,873,414.85 | 1,377,787.39 | ||||||||||||||||||
|
8/31/2008
|
1,450,178.00 | 2,138,790.36 | 3,261,986.18 | 2,748,725.31 | 1,853,030.11 | 1,362,777.32 | ||||||||||||||||||
|
11/30/2008
|
1,434,115.58 | 2,115,103.15 | 3,225,859.64 | 2,718,282.94 | 1,832,519.28 | 1,347,686.77 | ||||||||||||||||||
|
2/28/2009
|
1,418,006.63 | 2,091,333.92 | 3,189,607.32 | 2,687,735.72 | 1,811,872.66 | 1,332,531.24 | ||||||||||||||||||
|
5/31/2009
|
1,401,850.86 | 2,067,482.27 | 3,153,228.59 | 2,657,083.11 | 1,791,089.80 | 1,317,310.47 | ||||||||||||||||||
|
8/31/2009
|
1,385,546.15 | 2,043,423.09 | 3,116,533.98 | 2,626,163.29 | 1,770,185.90 | 1,301,969.01 | ||||||||||||||||||
|
11/30/2009
|
1,369,159.54 | 2,019,238.18 | 3,079,647.35 | 2,595,082.10 | 1,749,149.14 | 1,286,542.73 | ||||||||||||||||||
|
2/28/2010
|
1,352,725.73 | 1,994,970.25 | 3,042,633.41 | 2,563,894.76 | 1,727,975.52 | 1,271,050.81 | ||||||||||||||||||
|
5/31/2010
|
1,336,244.55 | 1,970,619.02 | 3,005,491.72 | 2,532,600.91 | 1,706,664.75 | 1,255,493.05 | ||||||||||||||||||
|
8/31/2010
|
1,319,602.94 | 1,946,042.64 | 2,968,007.24 | 2,501,017.24 | 1,685,214.32 | 1,239,802.71 | ||||||||||||||||||
|
11/30/2010
|
1,302,875.05 | 1,921,333.80 | 2,930,320.45 | 2,469,263.54 | 1,663,623.90 | 1,224,023.02 | ||||||||||||||||||
|
2/28/2011
|
1,286,099.27 | 1,896,540.87 | 2,892,504.74 | 2,437,402.34 | 1,641,895.51 | 1,208,176.97 | ||||||||||||||||||
|
5/31/2011
|
1,269,275.51 | 1,871,663.72 | 2,854,559.85 | 2,405,433.44 | 1,620,028.99 | 1,192,264.45 | ||||||||||||||||||
|
8/31/2011
|
1,252,279.25 | 1,846,542.88 | 2,816,243.87 | 2,373,150.92 | 1,598,003.21 | 1,176,206.85 | ||||||||||||||||||
|
11/30/2011
|
1,235,192.09 | 1,821,282.48 | 2,777,714.74 | 2,340,689.26 | 1,575,829.95 | 1,160,055.11 | ||||||||||||||||||
|
2/28/2012
|
1,218,056.31 | 1,795,936.89 | 2,739,054.98 | 2,308,118.67 | 1,553,517.54 | 1,143,836.26 | ||||||||||||||||||
|
5/31/2012
|
1,200,827.40 | 1,770,448.33 | 2,700,176.88 | 2,275,364.57 | 1,531,054.06 | 1,127,520.97 | ||||||||||||||||||
|
8/31/2012
|
1,183,458.63 | 1,744,755.61 | 2,660,987.52 | 2,242,348.01 | 1,508,423.97 | 1,111,077.61 | ||||||||||||||||||
|
11/30/2012
|
1,165,994.10 | 1,718,915.88 | 2,621,573.64 | 2,209,142.75 | 1,485,638.53 | 1,094,535.09 | ||||||||||||||||||
|
2/28/2013
|
1,148,480.19 | 1,692,989.78 | 2,582,027.33 | 2,175,827.05 | 1,462,712.69 | 1,077,924.66 | ||||||||||||||||||
|
5/31/2013
|
1,130,917.00 | 1,666,977.46 | 2,542,348.81 | 2,142,401.09 | 1,439,646.60 | 1,061,246.43 | ||||||||||||||||||
|
8/31/2013
|
1,113,155.24 | 1,640,681.43 | 2,502,238.06 | 2,108,610.14 | 1,416,378.98 | 1,044,396.11 | ||||||||||||||||||
|
11/30/2013
|
1,095,292.60 | 1,614,230.52 | 2,461,890.79 | 2,074,620.39 | 1,392,947.69 | 1,027,441.32 | ||||||||||||||||||
|
2/28/2014
|
1,077,379.77 | 1,587,692.02 | 2,421,409.20 | 2,040,518.62 | 1,369,374.70 | 1,010,417.79 | ||||||||||||||||||
|
5/31/2014
|
1,059,416.96 | 1,561,066.20 | 2,380,793.74 | 2,006,305.20 | 1,345,660.32 | 993,325.73 | ||||||||||||||||||
|
8/31/2014
|
1,041,241.50 | 1,534,135.05 | 2,339,713.04 | 1,971,699.03 | 1,321,721.55 | 976,047.00 | ||||||||||||||||||
|
11/30/2014
|
1,022,959.75 | 1,507,040.75 | 2,298,383.16 | 1,936,883.44 | 1,297,610.37 | 958,658.21 | ||||||||||||||||||
|
2/28/2015
|
1,004,626.98 | 1,479,857.54 | 2,256,916.98 | 1,901,954.16 | 1,273,356.11 | 941,199.81 | ||||||||||||||||||
|
5/31/2015
|
986,243.48 | 1,452,585.89 | 2,215,315.20 | 1,866,911.78 | 1,248,959.27 | 923,672.10 | ||||||||||||||||||
|
8/31/2015
|
967,632.50 | 1,424,986.14 | 2,173,213.40 | 1,831,447.41 | 1,224,313.97 | 905,942.36 | ||||||||||||||||||
|
11/30/2015
|
948,909.56 | 1,397,214.51 | 2,130,849.12 | 1,795,762.44 | 1,199,487.05 | 888,096.69 | ||||||||||||||||||
|
2/28/2016
|
930,134.71 | 1,369,352.61 | 2,088,346.44 | 1,759,962.02 | 1,174,515.61 | 870,180.48 | ||||||||||||||||||
|
5/31/2016
|
911,245.59 | 1,341,315.32 | 2,045,575.89 | 1,723,936.46 | 1,149,358.82 | 852,145.96 | ||||||||||||||||||
|
8/31/2016
|
892,176.73 | 1,313,012.63 | 2,002,400.57 | 1,687,569.85 | 1,123,970.72 | 833,942.07 | ||||||||||||||||||
|
11/30/2016
|
872,989.95 | 1,284,528.92 | 1,958,948.77 | 1,650,970.86 | 1,098,391.32 | 815,616.06 | ||||||||||||||||||
|
2/28/2017
|
853,750.31 | 1,255,953.49 | 1,915,356.39 | 1,614,254.58 | 1,072,665.87 | 797,218.55 | ||||||||||||||||||
|
5/31/2017
|
834,458.35 | 1,227,287.18 | 1,871,624.66 | 1,577,422.06 | 1,046,795.26 | 778,750.08 | ||||||||||||||||||
|
8/31/2017
|
814,906.87 | 1,198,243.58 | 1,827,317.82 | 1,540,104.43 | 1,020,624.22 | 760,046.41 | ||||||||||||||||||
|
11/30/2017
|
795,231.19 | 1,169,009.30 | 1,782,719.75 | 1,502,542.05 | 994,251.68 | 741,214.11 | ||||||||||||||||||
|
2/28/2018
|
775,501.65 | 1,139,681.79 | 1,737,978.78 | 1,464,860.42 | 967,731.49 | 722,309.28 | ||||||||||||||||||
|
5/31/2018
|
755,718.93 | 1,110,262.06 | 1,693,096.44 | 1,427,060.85 | 941,064.73 | 703,332.61 | ||||||||||||||||||
|
8/31/2018
|
735,659.39 | 1,080,438.50 | 1,647,598.42 | 1,388,742.09 | 914,069.48 | 684,102.81 | ||||||||||||||||||
|
11/30/2018
|
715,469.02 | 1,050,414.08 | 1,601,793.65 | 1,350,165.51 | 886,861.98 | 664,737.54 | ||||||||||||||||||
|
2/28/2019
|
695,223.76 | 1,020,294.84 | 1,555,843.53 | 1,311,467.64 | 859,505.15 | 645,298.65 | ||||||||||||||||||
|
5/31/2019
|
674,924.41 | 990,081.98 | 1,509,749.92 | 1,272,650.04 | 832,000.27 | 625,786.97 | ||||||||||||||||||
|
8/31/2019
|
654,330.03 | 959,437.33 | 1,462,997.92 | 1,233,277.36 | 804,137.36 | 606,003.32 | ||||||||||||||||||
|
11/30/2019
|
633,597.84 | 928,581.12 | 1,415,922.83 | 1,193,633.13 | 776,050.89 | 586,076.96 | ||||||||||||||||||
|
2/28/2020
|
612,809.67 | 897,628.40 | 1,368,699.83 | 1,153,865.44 | 747,813.31 | 566,075.86 | ||||||||||||||||||
|
5/31/2020
|
591,881.29 | 866,460.43 | 1,321,148.09 | 1,113,821.47 | 719,348.27 | 545,929.56 | ||||||||||||||||||
|
8/31/2020
|
570,724.17 | 834,951.87 | 1,273,076.73 | 1,073,339.91 | 690,572.45 | 525,563.17 | ||||||||||||||||||
|
11/30/2020
|
549,421.92 | 803,220.50 | 1,224,665.09 | 1,032,572.36 | 661,561.18 | 505,046.47 | ||||||||||||||||||
|
2/28/2021
|
528,062.53 | 771,390.85 | 1,176,102.82 | 991,679.07 | 632,396.92 | 484,453.84 | ||||||||||||||||||
|
5/31/2021
|
506,647.08 | 739,464.57 | 1,127,392.47 | 950,662.19 | 603,081.43 | 463,786.39 | ||||||||||||||||||
|
8/31/2021
|
484,897.26 | 707,046.09 | 1,077,931.47 | 909,012.69 | 573,344.08 | 442,806.21 | ||||||||||||||||||
|
11/30/2021
|
462,994.57 | 674,392.94 | 1,028,112.07 | 867,061.97 | 543,358.74 | 421,667.74 | ||||||||||||||||||
|
2/28/2022
|
441,033.53 | 641,639.64 | 978,139.21 | 824,983.13 | 513,218.45 | 400,452.07 | ||||||||||||||||||
|
5/31/2022
|
419,015.38 | 608,788.09 | 928,015.77 | 782,778.60 | 482,925.20 | 379,160.48 | ||||||||||||||||||
|
8/31/2022
|
396,641.60 | 575,411.72 | 877,091.87 | 739,899.58 | 452,175.62 | 357,534.16 | ||||||||||||||||||
|
11/30/2022
|
374,106.82 | 541,788.18 | 825,790.50 | 696,703.32 | 421,164.86 | 335,741.12 | ||||||||||||||||||
|
2/28/2023
|
351,512.42 | 508,062.54 | 774,332.67 | 653,376.42 | 389,997.07 | 313,869.57 | ||||||||||||||||||
|
5/31/2023
|
328,859.78 | 474,236.94 | 722,721.65 | 609,921.63 | 358,674.53 | 291,920.94 | ||||||||||||||||||
| - | - | - | - | - | - | |||||||||||||||||||
6
SCHEDULE
G
REPRESENTATIONS AND
WARRANTIES FOR SUBSTITUTE PROPERTY
|
|
(a)
|
Tenant
is a national banking association duly organized, validly existing and in
good standing under the federal laws of the United States of America, and
is duly qualified and in good standing as a foreign corporation under the
laws of each jurisdiction where the laws of such jurisdiction requires
such qualification, and Tenant has all requisite corporate power and
authority to carry on its business and to execute, deliver and perform
this Lease;
|
|
|
(b)
|
this
Lease has been duly authorized by all necessary action on Tenant’s part,
duly executed and delivered by Tenant’s duly authorized officers, and
constitutes a legal, valid and binding obligation of Tenant, enforceable
against it in accordance with its terms except as the enforcement may be
limited by (i) the effect of any applicable state or federal laws and
judicial decisions, (ii) the discretion of any court or governmental or
public body, authority, bureau or agency before which any proceeding may
be brought, or (iii) bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights
generally;
|
|
|
(c)
|
no
consent, license, approval or authorization of, or filing, registration or
declaration with, or exemption or other action by, any governmental or
public body, authority, bureau or agency is required in connection with
the execution, delivery or performance by Tenant, of this Lease or the
transactions herein contemplated;
|
|
|
(d)
|
Tenant’s
execution, delivery and performance of this Lease (i) do not and will not
violate (x) any of Tenant’s Articles of Association or By-Laws, or (y) any
law, governmental regulation, judgment, order, writ, injunction or decree
applicable to Tenant, in a manner which will materially adversely affect
its ability to perform its obligations under any of the instruments listed
above; (ii) do not and will not violate the provisions of, or constitute a
default or an event of default under any indenture, mortgage, instrument,
contract, lease or other undertaking to which Tenant is a party or by
which it or any of its properties may be subject or bound in a manner
which will materially adversely affect its ability to perform the same; or
(iii) do not result and will not result in the creation or imposition of
any lien, pledge, mortgage, claim, charge or encumbrance upon any of its
property pursuant to such Lease or instrument, except as permitted by the
Lease;
|
|
|
(e)
|
there
is no action, suit or proceeding pending or, to the best of Tenant’s
knowledge, threatened against or affecting Tenant, in any court, or by or
before any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality which (i)
individually or in the aggregate would materially and adversely affect the
financial position, business or operations of Tenant, taken as a whole, or
the performance by Tenant, of its obligations hereunder (for purposes of
this clause (i) with respect to Tenant, “material” shall mean exposure for
liability in excess of $35 million), or (ii) would affect in any material
respect the consummation or validity of this Lease to which it is a party
or the transactions contemplated hereby or
thereby;
|
7
|
|
(f)
|
Tenant
is not in default (i) in the payment of any ad valorem real property taxes
levied or assessed against the Substitute Parcel, or (ii) under any
statute, rule, order, decree, writ, injunction or regulation of any
governmental body (including any court), which, in either case, would
individually or in the aggregate materially and adversely affect the
financial position, business or operations of Tenant, or the performance
by Tenant, of its obligations
hereunder;
|
|
|
(g)
|
Tenant’s
consolidated audited financial statements, including any amendments
thereto, with supporting schedules and balance sheets and income
statements for the period ending on _________ __, 2___ (the “Financial
Statements”), which audited financial statements of Tenant have been
prepared in accordance with generally accepted accounting principles
consistently applied, present fairly and accurately, in accordance with
such generally accepted accounting principles, the financial position and
results of operations at the dates and for the periods indicated on such
financial statements. The Financial Statements are complete and correct in
all material respects. There are no material liabilities of any nature or
in any amount that should be properly reflected or reserved against in a
balance sheet and the notes thereto which are not fully reflected or
reserved against in the Financial
Statements;
|
|
|
(h)
|
since
_________ __, 2___, there has been no material adverse change in the
condition (financial or otherwise), business, operations, assets,
liabilities or properties of Tenant and their subsidiaries, taken as a
whole, and there has been no damage, destruction or loss of physical
property (whether or not covered by insurance) which taken as a whole
materially and adversely affects the business or operations of Tenant, in
either case except as Tenant has disclosed in reports filed with the
Securities and Exchange Commission;
|
|
|
(i)
|
Tenant
is not a “foreign person” as defined in Section 1445 of the Internal
Revenue Code;
|
|
|
(j)
|
Tenant
is not a party to any contract to lease or sell all or any part of the
Substitute Parcel or any beneficial interest in the Substitute Parcel
other than this Lease;
|
|
|
(k)
|
Tenant
has not taken or caused to be taken any action which would have a material
adverse effect on Tenant’s title to the Substitute
Parcel;
|
|
|
(l)
|
(i)
attached hereto as Exhibit ___ is a true, correct and complete list of all
subleases, licenses and subtenancies (the “Subleases”) affecting the
Substitute Parcel and all rent and additional rent payable thereunder;
(ii) Tenant is not in default beyond any applicable notice and cure period
of any of its obligations under any Sublease; and (iii) no tenant under
any Sublease has any right to purchase all or any portion of the
Substitute Parcel;
|
8
|
|
(m)
|
no
breach presently exists under any covenant, condition, restriction,
right-of-way or easement which materially affects the Substitute Parcel or
any portion thereof;
|
|
|
(n)
|
to
the best of Tenant’s knowledge, all material agreements, easements and
other rights which are necessary to permit the lawful use and operation of
the Substitute Parcel and which are necessary to permit the lawful use and
operation of all utilities, driveways, roads and other means of egress and
ingress to and from the same have been obtained and are in full force and
effect and Tenant has not received notice of any pending modification or
cancellation of any of the same; and the use of the Substitute Parcel does
not in any material respect depend on any variance, special exception or
other municipal approval, permit or consent that has not been obtained for
its continuing legal use and all building and use related required
permits, approvals and consents have been issued and are in full force and
effect;
|
|
|
(o)
|
to
the best of Tenant’s knowledge, except for prior nonconforming uses the
present condition and use of the Substitute Parcel conform to any
conditions or requirements of the certificates of occupancy and other
permits and approvals issued with respect to the same and do not in any
material respect violate any applicable law, statute, ordinance, code,
rule or regulation (including, without limitation, all applicable
building, environmental, safety, fire, zoning and subdivision
requirements);
|
|
|
(p)
|
there
are no condemnation proceedings pending or, to the best of Tenant’s
knowledge, threatened with respect to the Substitute Parcel or any part
thereof;
|
|
|
(q)
|
(i)
no written notices, complaints or orders of violation or non-compliance
with Environmental Laws (defined below) have been received by Tenant, and
no federal, state or local environmental investigation is pending or has
been threatened in writing against Tenant with regard to the Substitute
Parcel or any use thereof or any alleged violation of Environmental Laws
with regard to the Substitute
Parcel;
|
(ii) to
the best of Tenant’s knowledge, except as otherwise disclosed in those certain
environmental assessment reports of the Substitute Parcel described in Exhibit
__ (the “Environmental Report”), the Substitute Parcel has not been used by
Tenant or, to the best of Tenant’s knowledge, by any prior owner to generate,
manufacture, refine, produce, or process, or to store or transfer any Hazardous
Substance (defined below) other than in compliance in all material respects with
Environmental Laws;
(iii) to
the best of Tenant’s knowledge, except as otherwise disclosed in the
Environmental Report, there exists no petroleum contamination to the Substitute
Parcel in violation of applicable Environmental Laws which originated on or off
the Substitute Parcel requiring assessment or remediation under applicable law
or by governmental authorities having jurisdiction, and no underground storage
tanks or surface impoundments (other than approved storm water impoundments)
have been installed in the Substitute Parcel by Tenant, or, to the best of its
knowledge, by other parties, in violation in any material respect of applicable
Environmental Laws; and
9
(iv) to
the best of Tenant’s knowledge, except as otherwise disclosed in the
Environmental Report and in the asbestos report delivered to Landlord, neither
Tenant nor, to the best of its knowledge, any third party, has caused a release
of any Hazardous Substance, nor is there any friable asbestos at the Substitute
Parcel, the removal of which is required by any Environmental Law or the failure
to maintain constitutes a material violation of any Environmental
Law.
For purposes of this subparagraph, (1)
“Environmental Laws” shall mean and include the Resource Conservation and
Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984,
the Comprehensive Environmental Response, Compensation, and Liability Act, as
amended by the Superfund Amendments and Reauthorization Act of 1986, the
Hazardous Materials Transportation Act, the Toxic Substances Control Act, the
Federal Insecticide, Fungicide and Rodenticide Act and all similar federal,
state and local environmental laws, ordinances, rules, publications, codes and
regulations, as any of the foregoing may have been or may be from time to time
amended, supplemented or supplanted, and any other federal, state or local laws,
ordinances, rules, publications, codes and regulations, now or hereafter
existing relating to regulation or control of toxic or hazardous substances or
materials, and (2) “Hazardous Substance” shall mean and include any, each and
all substances or materials regulated pursuant to any Environmental Laws,
including, but not limited to, any such substance, emission or material now or
hereafter defined as or deemed to be a regulated substance, hazardous substance,
toxic substance, pesticide, hazardous waste or any similar or like
classification or categorization thereunder, provided, however, that Hazardous
Substances shall not include materials held for sale in containers or used or
stored in connection with the operation or maintenance of the Property and in
compliance in all material respects with all Environmental Laws, including
petroleum products and any waste products generated therefrom;
|
|
(r)
|
the
Substitute Parcel is insured or self-insured against loss by fire and
hazards with extended coverage and such insurance coverage is in full
force and effect and cannot be cancelled without 30 days prior written
notice to the named insureds therein. Tenant has not received any notice
of termination of such insurance
coverage;
|
|
|
(s)
|
to
the best of Tenant’s knowledge, the Substitute Parcel is in good working
order for its intended purpose and there are no material structural or
other material defects therein;
|
|
|
(t)
|
to
the best of Tenant’s knowledge, the electrical, plumbing, heating,
drainage, air conditioning, and other mechanical systems on the Substitute
Parcel are in good working order and repair and are adequate in quality
and quantity for the proper operation of the Substitute Parcel and are
free from material defect;
|
|
|
(u)
|
all
necessary utilities (or ▇▇▇▇▇ and/or septic systems) are available to the
Substitute Parcel for the present use
thereof;
|
10
|
|
(v)
|
to
the best of Tenant’s knowledge, all surveys of the Substitute Parcel or
any part thereof delivered by Tenant are, in all material respects,
accurate, as-built surveys of the Substitute Parcel or of any part
thereof;
|
|
|
(w)
|
Tenant
has not filed any voluntary petition in bankruptcy or been adjudicated a
bankrupt or insolvent, or filed any petition or answer seeking any
reorganization, liquidation, dissolution or similar relief under any
federal bankruptcy or insolvency laws, or other relief for debtors, or
sought or consented to or acquiesced in the appointment of any trustee,
receiver, conservator or liquidator of all or any substantial part of its
properties or its interest in the Substitute Parcel. No court of competent
jurisdiction has entered an order, judgment or decree approving a petition
filed against Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any federal
bankruptcy act, and no liquidator of Tenant or of all or any substantial
part of its properties or its interest in the Substitute Parcel has been
appointed. Tenant has not given notice to any governmental body of
insolvency or pending insolvency, or suspension or pending suspension of
operations;
|
|
|
(x)
|
Tenant
has not dealt with any broker in the negotiations of the transactions
contemplated by this Lease, except for
______________________;
|
|
|
(y)
|
none
of the representations and warranties set forth in this certification
contains any material misstatement of fact or omits to state a material
fact or statement necessary to make the facts or statements contained
therein not misleading; and
|
|
|
(z)
|
upon
the transfer and conveyance to Landlord of the Substitute Parcel, Landlord
will acquire good and marketable fee simple title in and to the Substitute
Parcel, free and clear of any liens, charges, encumbrances, security
interests, options or rights of others other than Permitted
Encumbrances.
|
As used
herein, the term “Lease” shall include the Lease as amended with the assignment
of the Substitute Parcel.
11
SCHEDULE
H
GROUP “A” PROPERTIES
SUBLEASES
Group
A Properties
Schedule
H
|
PID
|
Bldg Name
|
Address
|
City
|
State
|
Group
|
RSF
|
||||||
|
090036
|
|
Hapeville
|
|
▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇
|
|
▇▇▇▇▇▇▇▇▇
|
|
▇▇
|
|
A
|
|
11,328
|
Quik
Trip, M-T-M Lease expired 8/14/2001, Pays $200 per month
|
250358
|
|
Main
▇▇▇▇▇▇
|
|
▇▇▇
▇▇▇▇ ▇▇ ▇
|
|
▇▇▇▇▇▇▇
|
|
▇▇
|
|
A
|
|
7,876
|
▇▇▇▇▇▇
Realty, Lease expires 11/30/2006, Pays $170 per month
12
SCHEDULE
I
FORM
OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT
SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
This
Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is dated
as of the Effective Date set forth on Schedule A attached hereto and
made a part hereof between ▇▇▇ ▇. ▇▇▇▇▇, as Co-Trustee (“Lender”), the Lessee
set forth on Schedule A
attached hereto and made a part hereof (“Tenant”), and the
Borrower set forth on Schedule
A attached hereto and made a part hereof (“Landlord”).
RECITALS
|
A.
|
Tenant
is the tenant under that certain Lease or Amended and Restated Lease, as
applicable, described on Schedule A attached
hereto and made a part hereof (the “Lease”), of
premises described in Exhibit A attached
hereto and made a part hereof (the “Land”),
together with the buildings and improvements located on the Land (“Improvements”)
(collectively, the “Mortgaged
Property”). A memorandum or short form of the Lease, if not
previously recorded, may be recorded approximately simultaneously with the
recording of this Agreement with the Registry of Deeds/Office of the Clerk
or in the Land Records, as applicable, in the county or counties, city or
cities, or town or towns as applicable, and state where the Land is
located (the “Registry”).
|
|
B.
|
This
Agreement is being entered into in connection with a mortgage loan (the
“Loan”)
from Lender to Landlord, secured by, inter alia: (a) a first
mortgage, deed of trust or deed to secure debt on and of the Mortgaged
Property (the “Security
Instrument”) dated as of even date herewith to be recorded with the
Registry concurrently with, but prior to, the recording of this Agreement;
and (b) a first assignment of lease and rents (the “Assignment of Lease
and Rents”) dated as of even date herewith to be recorded with the
Registry concurrently with, but prior to, the recording of this Agreement.
The Security Instrument and the Assignment of Lease and Rents are
hereinafter collectively referred to as the “Loan
Documents.”
|
AGREEMENT
For
mutual consideration, including the mutual covenants and agreements set forth
below, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
13
|
|
1.
|
Tenant
agrees that the Lease, at the option of Lender upon notice to Tenant, at
any time and from time to time, shall be either subject and subordinate,
or superior, to the Loan Documents and to all present or future advances
under the obligations secured thereby and all renewals, amendments,
modifications, consolidations, replacements and extensions of the secured
obligations and the Loan Documents, to the full extent of all amounts
secured by the Loan Documents from time to time. Such options of Lender
may be exercised an unlimited number of times. This Agreement shall
constitute notice to Tenant that for the time being, until further written
notice to the contrary, Lender elects that the Lease is and shall be
subject and subordinate as aforesaid. In addition, to the extent that the
Lease shall entitle Tenant to notice of any mortgage, this Agreement shall
constitute such notice to Tenant with respect to the Security
Instrument.
|
|
|
2.
|
Notwithstanding
the provisions of Section 1 hereof, Lender agrees that, if the Lender
exercises any of its rights under the Loan Documents, including an entry
by Lender pursuant to the Security Instrument or a foreclosure of, or
exercise of any power of sale under, the Security Instrument, or any sale
or transfer in lieu thereof, Lender shall not disturb Tenant's right of
quiet possession of the Mortgaged Property under the terms of the Lease so
long as no “event of default” (as defined in the Lease) shall have
occurred and be continuing.
|
|
|
3.
|
Tenant
agrees that, in the event of a foreclosure of the Security Instrument by
Lender or the acceptance of a conveyance in lieu of foreclosure by Lender
or any other succession of Lender to ownership of Landlord's interest in
the Mortgaged Property, Tenant will attorn to and recognize Lender as its
landlord under the Lease for the remainder of the term of the Lease
(including all extension periods which have been or are hereafter
exercised) upon the same terms and conditions as are set forth in the
Lease, and Tenant hereby agrees to pay and perform all of the obligations
of Tenant pursuant to the Lease.
|
|
|
4.
|
Tenant
agrees that, in the event Lender succeeds to the interest of Landlord
under the Lease, Lender shall not
be:
|
|
|
(a)
|
liable
for any act or omission of any prior Landlord (including, without
limitation, the then defaulting Landlord),
or
|
|
|
(b)
|
subject
to any defense or offsets which Tenant may have against any prior Landlord
(including, without limitation, the then defaulting Landlord),
or
|
|
|
(c)
|
bound
by any payment of “Basic Rent” or “Additional Rent” (as such terms are
defined in the Lease) which Tenant might have paid for more than one month
in advance of the due date under the Lease to any prior Landlord,
(including, without limitation, the then defaulting Landlord), except to
the extent such monies are actually received by Lender,
or
|
|
(d)
|
bound
by any obligation of any prior Landlord to make any payment to Tenant
which was required to be made prior to the time Lender succeeded to any
such prior Landlord's interest, or
|
|
(e)
|
accountable
for any monies deposited with any prior Landlord (including security
deposits), except to the extent such monies are actually received by
Lender, or
|
14
|
|
(f)
|
bound
by any amendment or modification of the Lease or by any waiver or
forbearance on the part of any prior Landlord (including, without
limitation, the then defaulting Landlord), in either case to the extent
the same is made or given without the prior written consent of Lender,
or
|
|
|
(g)
|
liable
with respect to warranties or indemnities of any nature whatsoever made by
any prior Landlord (including, without limitation, the then defaulting
Landlord), including any warranties or indemnities regarding use,
compliance with zoning, hazardous wastes or environmental laws, Landlord's
title, Landlord's authority, habitability, fitness for purpose, or
possession except for the limited covenant of title and quiet enjoyment
set forth in the Lease. In the event that Lender shall acquire title to
the Mortgaged Property, Lender shall have no obligation, nor incur any
liability, beyond Lender's then equity interest, if any, in the Mortgaged
Property, and Tenant shall look exclusively to such equity interest of
Lender, if any, in the Mortgaged Property for the payment and discharge of
any obligations or liability imposed upon Lender hereunder, under the
Lease or under any new lease of the Mortgaged Property, except with
respect to the misappropriation of insurance or condemnation proceeds
which have been received by Lender.
|
|
|
5.
|
Landlord
hereby directs Tenant to, and Tenant agrees to, provide Lender with copies
of all communications which are required to be delivered to Landlord in
writing and any notice of default in the same manner as, and whenever,
Tenant shall give any such document to another party. Tenant shall accept
performance by Lender of any term, covenant, condition or agreement to be
performed by Landlord under the Lease with the same force and effect as
though performed by Landlord and shall accept notices of default from
Lender. Lender's cure of Landlord's default shall not be considered an
assumption by Lender of Landlord's other obligations under the Lease. If,
in curing any such default, Lender requires access to the Mortgaged
Property to effect such cure, Tenant shall furnish access to the Mortgaged
Property (excluding Tenant’s security areas such as vaults, modular vaults
and automated teller machines) to Lender as required by Lender to effect
such cure at all reasonable times and manners; provided that Tenant's
occupancy, use and enjoyment of the Mortgaged Property is not unreasonably
disrupted thereby. Unless Lender otherwise agrees in writing, Lender shall
have no liability to perform Landlord's obligations under the Lease, both
before and after Lender's exercise of any right or remedy under this
Agreement except as to the rights of Tenant set forth in paragraph 2
hereof. Neither Lender nor any other purchaser at foreclosure or recipient
of a deed in lieu thereof shall become liable under the Lease unless and
until Lender or such other purchaser or recipient becomes, and then only
with respect to periods in which Lender or its designee or nominee is, the
owner of Landlord's interest in the Mortgaged Property. Lender shall have
the right, without Tenant's consent but subject to the provisions of this
Agreement, to foreclose, or exercise any power of sale under, the Security
Instrument or to accept a conveyance in lieu of foreclosure of the
Security Instrument or to exercise any other remedies under the Loan
Documents.
|
15
|
|
6.
|
Tenant
agrees that Tenant shall not, without the prior written consent of Lender,
(a) amend or modify the Lease, (b) terminate, cancel or surrender the
Lease except in accordance with the express provisions thereof, or enter
into any agreement with Landlord to do so, (c) pay any installment of
Basic Rent or Additional Rent under the Lease more than three months in
advance of the due date thereof or otherwise than in the manner provided
for in the Lease, or (d) sublease all or any part of the Mortgaged
Property except in accordance with the terms of the Lease. Any attempt to
effect the foregoing without Lender’s consent shall be void. Tenant
further agrees that upon the assignment or sublease of the Lease in
accordance with the terms of the Lease, Tenant shall remain primarily
liable for all obligations under the Lease. Tenant further agrees that, to
the extent that the Mortgaged Property does not consist of one or more
contiguous tax parcels that lie entirely within the boundaries of the
Mortgaged Property (the “Tax Parcel
Requirement”), Tenant will perform such commercially reasonable
acts and make such filings as are necessary to cause the Mortgaged
Property to comply with the Tax Parcel Requirement within a reasonable
period of time after the date hereof, not to exceed eighteen (18) months,
and until such time as the Tax Parcel Requirement is satisfied, Tenant
will pay all “taxes” (as defined in the Lease) assessed and/or due against
all real estate lying within any tax parcel that includes any portion of
the Mortgaged Property as and when such taxes are
due.
|
|
|
7.
|
Tenant
has no knowledge of any prior assignment or pledge of the rents accruing
under the Lease by Landlord. Tenant hereby consents to the Assignment of
Lease and Rents. Tenant acknowledges that the interest of the Landlord
under the Lease is to be assigned to Lender solely as security, and Lender
shall have no duty, liability or obligation whatsoever under the Lease or
any extension or renewal thereof, either by virtue of said assignment or
by any subsequent receipt or collection of rents thereunder, unless Lender
shall become the owner of the Mortgaged Property or shall specifically
undertake such liability in
writing.
|
|
|
8.
|
In
accordance with the terms of the Lease, Tenant agrees to permit Lender and
or Landlord and Lender's and/or Landlord's representatives access to, and
an opportunity to inspect, the Mortgaged Property (excluding Tenant’s
security areas such as vaults, modular vaults and automated teller
machines) during normal business hours and upon reasonable
notice.
|
|
|
9.
|
Landlord
hereby directs Tenant, and Tenant hereby agrees, to pay and deliver to
Lender all rentals and other sums due to Landlord under the Lease in
accordance with the terms and provisions of the Lease. All sums payable to
Lender shall be paid in immediately available funds on the due date
thereof at Lender’s address set forth herein or by wire transfer to ▇▇▇▇▇
Fargo Bank Northwest, N.A., ABA # ▇▇▇-▇▇▇-▇▇▇, account No. 051-▇▇▇▇▇▇▇,
ref: Wachovia Lease, or such other address and/or account as shall be
designated by Lender in writing to the Tenant. No payment made by Tenant
shall be effective to discharge the obligations of Tenant under the Lease
to make such payments or be of any other force or effect unless paid to
Lender. Tenant acknowledges that any purported rejection of a Rejectable
Offer under the Lease shall be void unless it is accompanied by the
written consent of Lender.
|
16
|
|
10.
|
If
Tenant is a corporation, the individual executing this Agreement on behalf
of such corporation is duly authorized to execute and deliver this
Agreement on behalf of such corporation, and that this Agreement is
binding upon such corporation in accordance with its
terms.
|
|
|
11.
|
Any
notice, demand, statement, request or consent made hereunder shall be
effective and valid only if in writing, referring to this Agreement,
signed by the party giving such notice, and delivered either personally to
such other party, or sent by nationally recognized overnight courier
delivery service or by certified mail of the United States Postal Service,
postage prepaid, return receipt requested, addressed to the other party at
such party’s Notice Address as indicated on Schedule A attached
hereto and made a part hereof (or to such other address or person as
either party or person entitled to notice may by notice to the other party
specify).
|
|
|
12.
|
Unless
otherwise specified, notices shall be deemed given as follows: (i) if
delivered personally, when delivered, (ii) if delivered by nationally
recognized overnight courier delivery service, on the business day
following the business day such material is sent, or (iii) if sent by
certified mail, five (5) business days after such notice has been
sent.
|
|
|
13.
|
The
term “Lender” as used herein includes any successors or assigns of the
Lender named herein, including without limitation, any co-lender at the
time of making the Loan, any purchaser at a foreclosure sale and any
transferee pursuant to a conveyance in lieu of foreclosure, and their
successors and assigns, and the term “Tenant” as used herein includes the
Tenant named herein (the “Original
Tenant”) and any successors or assigns of the Original
Tenant.
|
|
|
14.
|
If
any provision of this Agreement is held to be invalid or unenforceable by
a court of competent jurisdiction, such provision shall be deemed modified
to the extent necessary to be enforceable, or if such modification is not
practicable, such provision shall be deemed deleted from this Agreement,
and the other provisions of this Agreement shall remain in full force and
effect.
|
|
|
15.
|
Neither
this Agreement nor any of the terms hereof may be terminated, amended,
supplemented, waived or modified orally, but only by an instrument in
writing executed by the party against which enforcement of the
termination, amendment, supplement, waiver or modification is
sought.
|
|
|
16.
|
This
Agreement shall be construed in accordance with the laws of the State in
which the Mortgaged Property are
located.
|
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK.]
17
ATTACH
SIGNATURES AND ACKNOWLEDGEMENTS
OF
LANDLORD, TENANT, LENDER
Exhibit
A
Legal
Description
(Attached
following this page.)
PID #______________
SCHEDULE
A
[Master
Schedule]
PID #______________