Exhibit 10.27
================================================================================
LEASE AGREEMENT
ORLANDO, ORANGE COUNTY,
FLORIDA PROPERTY
Landlord: ▇▇▇▇▇▇ PROPERTIES IV LLC
Tenant: ▇▇▇▇▇▇ ASSOCIATES LLC
as of April 22, 1999
================================================================================
TABLE OF CONTENTS
1. Initial Development.....................................................1
2. Term and Occupancy......................................................2
3. Rent....................................................................2
4. Use.....................................................................3
5. Maintenance, Repairs and Replacements...................................3
6. Alterations.............................................................3
7. Signs...................................................................4
8. Utilities and Services..................................................4
9. Compliance with Law.....................................................4
10. Landlord's Title, Authority and Quiet Enjoyment; Tenant's Authority.....5
11. Subordination...........................................................5
12. Assignment and Sublease.................................................5
13. Lease Extension.........................................................7
14. Impositions.............................................................7
15. Insurance...............................................................8
16. Destruction and Restoration.............................................9
17. Condemnation...........................................................10
18. Default by Tenant......................................................13
19. Landlord's Remedies....................................................13
20. Notices................................................................14
21. Brokerage..............................................................14
22. Estoppel...............................................................14
23. Hazardous Substances...................................................15
24. Surrender..............................................................16
25. Liens..................................................................16
26. Interest...............................................................17
27. Inspections............................................................17
28. Transfer of Landlord's Interest........................................17
29. Indemnity..............................................................17
30. Modification of Lease..................................................18
31. Choice of Law and Interpretation.......................................18
32. Independent Covenant; Net Lease........................................18
33. Entry by Landlord......................................................18
34. Survival of Obligations................................................18
35. Option to Purchase Demised Premises....................................18
36. No Merger..............................................................20
Exhibit A - Legal Description
Exhibit B - Site Plan
Exhibit C - List of Plans and Specifications and Construction Contracts
Exhibit D - Schedule of Rents
i
THIS LEASE AGREEMENT (this "Lease") is made as of the 22nd day of April,
1999 between ▇▇▇▇▇▇ PROPERTIES IV LLC, an Illinois limited liability company,
having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Landlord"), and ▇▇▇▇▇▇ ASSOCIATES LLC, an Illinois limited liability
company, having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Tenant").
W I T N E S S E T H:
Landlord, for and in consideration of the rents, covenants and agreements
hereinafter set forth on the part of Tenant to be paid, kept, observed and
performed does hereby lease unto Tenant, and Tenant does hereby take subject to
the conditions herein expressed, all those parcels of land consisting of
approximately 97 acres situated in Orlando, Florida, County of Orange and
legally described on Exhibit A attached hereto and made a part hereof (the
"Land"), together with all improvements located on and to be constructed thereon
by Landlord, which are hereinafter called "Landlord's Improvements." Landlord's
Improvements and all other improvements, machinery, building equipment, fixtures
and other property, real, personal or mixed (except Tenant's trade fixtures),
installed or located thereon, together with all additions, alterations and
replacements thereof are herein collectively, the "Improvements". The Land and
the Improvements are hereinafter collectively referred to as the "Demised
Premises." The parties acknowledge that contemporaneously herewith, Landlord is
issuing $85,000,000 of its Secured Credit Tenant Notes due 2020 (the "Notes")
pursuant to a Note Purchase Agreement (the "Note Agreement") which Notes and
obligations are secured in substantial part by this Lease and a substantially
similar lease dated as of April 22, 1999 for certain property in The Woodlands,
▇▇▇▇▇▇▇▇▇▇ County, Texas (the "Texas Lease"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Note Agreement.
1. Initial Development.
A. Landlord will cause Landlord's Improvements depicted on the Site
Plan attached hereto as Exhibit B to be constructed in accordance with the plans
and specifications and construction contracts described on Exhibit C hereto.
B. Landlord agrees, at Landlord's sole cost and expense, to cause
construction of Landlord's Improvements as follows:
(i) in accordance with Exhibits B and C; and
(ii) Landlord shall cause Final Project Completion (as hereinafter
defined) to occur on or prior to January 22, 2000.
Landlord shall notify Tenant of the anticipated Final Project Completion. Tenant
shall have the right to enter the Demised Premises during the sixty (60) day
period preceding the Final Project Completion for the purpose of installing its
equipment and receiving raw materials and Tenant does hereby agree to assume all
risk of loss or damage to such equipment and raw materials, and to indemnify,
defend and hold harmless Landlord from and against any loss or damage to such
equipment and raw materials and all liability, loss or damage arising from any
injury to the property of Landlord, or its contractors, subcontractors or
materialmen, and any death or personal injury to any person or persons arising
out of such installation. Landlord agrees to cooperate with Tenant at Tenant's
expense so that Tenant's contractors and tradespeople will be permitted to
reasonably perform their work without material interference. Tenant agrees to
cooperate with Landlord so that Landlord's contractors and tradespeople will be
permitted to reasonably perform their work without material interference.
C. [Intentionally Omitted]
D. "Final Project Completion" shall mean the municipality having
jurisdiction over the Demised Premises issues a final certificate of occupancy
permitting Tenant to occupy all of Landlord's Improvements or takes such other
action as may be customary to permit occupancy or use thereof and all of
Landlord's Improvements are otherwise ready for beneficial use and occupancy by
Tenant subject to completion of any Punchlist Items by Landlord; Landlord's
architect certifies that all of Landlord's Improvements have been constructed
and completed in a good and workmanlike manner in accordance with the approved
plans and specifications therefor and with this Lease and comply with applicable
laws, ordinances and regulations and all of Landlord's Improvements are
otherwise ready for beneficial use and occupancy by Tenant subject to completion
of any Punchlist Items by Landlord; Landlord shall have obtained title insurance
in form satisfactory to mortgagee insuring the completed Demised Premises free
of Liens not permitted by the Operative Agreements.
E. Within thirty (30) days of Final Project Completion, Tenant shall
execute and deliver to Landlord a punchlist (the "Punchlist") of incomplete
items (the "Punchlist Items"). Landlord shall use all reasonable efforts to
complete the Punchlist Items as soon as possible after receipt of the Punchlist.
F. Landlord covenants that the Demised Premises (except trade fixtures,
equipment, machinery or any other item constructed or installed by Tenant) will
conform as of the Rent Commencement Date to applicable laws, regulations, or
other governmental orders relating to the physical condition of the Demised
Premises. Landlord shall be responsible for procuring building and other permits
and licenses necessary for construction of Landlord's Improvements.
2. Term and Occupancy. The term of this Lease shall commence on the
date hereof (the "Commencement Date"), and shall end on the date which is the
twentieth (20th) anniversary of the Rent Commencement Date (the "Expiration
Date"), unless the term be extended or earlier terminated as provided herein.
3. Rent.
-----
A. The annual base rental (the "Base Rent") is set forth on the
Schedule of Rents attached hereto as Exhibit D. Base Rent shall be paid monthly,
in arrears, in equal installments without offset or deduction commencing March
22, 2000 (the "Rent Commencement Date") and on the 22nd day of each month
through the Expiration Date. Until advised in writing to the
2
contrary by Landlord, Tenant shall pay all Base Rent, Additional Rent and all
other amounts due Landlord hereunder to ▇▇▇▇▇▇ Trust and Savings Bank, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Indenture Trust Division.
B. Tenant at its option, upon notice as provided below may prepay Base
Rent, if in part, then in an amount sufficient to allow Landlord to prepay the
Notes in an aggregate principal amount of $5,000,000 or integral multiples of
$100,000 in excess thereof, together with accrued interest thereon, plus the
Make-Whole Amount.
Notice of prepayment of Base Rent shall be given to Landlord not less than
thirty (30) nor more than sixty (60) days before the date fixed for prepayment
(the "Optional Prepayment Date") and shall be accompanied by certificate of
Tenant certifying as to: (i) the Optional Prepayment Date, (ii) the aggregate
amount to be paid on such Optional Prepayment Date, (iii) the portion thereof
allocable to the prepayment of principal of the Notes by Landlord, and (iv) the
portion thereof allocable to payment of accrued interest and Make-Whole Amount
that Landlord would be required to pay if such prepayment were made on the date
notice is being given hereunder together with the detailed calculations used in
determining the Make-Whole Amount. In addition, promptly upon becoming able to
calculate the portion of the prepayment allocable to Make-Whole Amount, Tenant
shall provide notice to Landlord of its determination of the amount of such
portion. Any notice of prepayment so given, Tenant shall be obligated to pay
Landlord on such Optional Prepayment Date the amount referred to above. Nothing
in this paragraph shall relieve Tenant of its obligation to pay accrued rent due
and payable on any Optional Prepayment Date.
C. Upon any prepayment of Base Rent as provided herein or as required
under the Note Agreement, each installment of rent payable during the term shall
be reduced pro rata.
4. Use.
---
The Demised Premises shall be used and occupied by Tenant as office and
parking space (the "Tenant's Use"). Landlord represents that the Demised
Premises are currently zoned to permit general office and parking use. In
addition, Tenant may use all or any part of the Demised Premises for any lawful
purpose incidental to Tenant's Use then permitted by local zoning ordinances and
the certificate of occupancy provided, however, Tenant may not use or occupy the
Demised Premises, or permit the Demised Premises to be used or occupied in such
a manner as to cause the value or usefulness of the Demised Premises, or any
part thereof, substantially to diminish.
5. Maintenance, Repairs and Replacements. During the term of this
Lease, Tenant shall, at Tenant's sole expense, keep the Demised Premises in good
working order, condition and repair as a first class office complex and in
compliance with all applicable laws and shall perform all maintenance thereof
and all necessary repairs and replacements thereto, interior and exterior,
structural and nonstructural, ordinary and extraordinary, foreseen or
unforeseen, of every nature, kind and description. When used in this paragraph,
"repairs" shall include all necessary replacements, renewals, alterations,
additions and betterments. If Tenant
3
cannot keep the Demised Premises or any portion thereof in good working order,
condition and repair, then Tenant shall replace the same in a first-class
manner. Tenant shall comply with manufacturers recommended schedules for
warranty work. All repairs and replacements made by Tenant shall be at least
equal in quality to the original work and shall be made by Tenant in accordance
with all applicable laws. The necessity for or adequacy of maintenance, repairs
and replacements shall be measured by the standards which are appropriate for
improvements of similar first class office construction.
6. Alterations.
-----------
A. Tenant shall have the right to make any alterations of and additions
to the Improvements (including alterations arising due to casualty or
condemnation), provided in all cases that no Events of Default exist hereunder
and such alterations shall (a) not reduce the gross square footage of the
Improvements, (b) not adversely affect the structural or systemic soundness of
the Improvements, (c) not adversely affect the fair market value of the Demised
Premises, (d) be undertaken with due diligence in a good and workmanlike fashion
consistent with the first class nature of the Demised Premises, (e) not violate
any law, regulation, restriction or requirements of this Lease, and (f) shall,
in the case of alterations, the estimated cost of which exceeds $1,000,000, be
under the supervision of architects/engineers reasonably satisfactory to
Landlord and any mortgagee pursuant to plans and specifications reasonably
approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as
built" working drawings of any alteration within sixty (60) days of completion
of construction thereof.
B. The cost of any alteration shall be paid for by Tenant so that the
Demised Premises and all portions thereof shall at all times be free of liens
for labor and materials supplied to the Demised Premises. The work of any
alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and
maintain, at its sole cost and expense, during the performance of such work,
worker's compensation insurance covering all persons employed in connection with
the work and with respect to which death or injury claims could be asserted
against Landlord or Tenant or against the Demised Premises or any interest
therein, together with comprehensive general liability insurance for the mutual
benefit of Landlord and Tenant with limits of not less than Three Million
Dollars ($3,000,000) in the event of injury to one person, Ten Million
($10,000,000) Dollars in respect to any one accident or occurrence, and Two
Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance
on a completed value form or other comparable coverage on the work. All such
insurance shall be in a company or companies authorized to do business in the
state in which the Demised Premises are located and rated A-XIII by A.M. Best's
insurance ratings or other comparable and nationally recognized rating entity,
and all such policies of insurance shall be delivered to Landlord endorsed
"Premium Paid" by the company or agency issuing the same prior to the start of
any such construction.
C. No change, alteration, restoration or new construction shall be in
or connect the Improvements with any property, building or other improvement
located outside the boundaries of the Land, nor shall the same obstruct or
interfere with any existing easement.
4
D. Tenant shall notify Landlord in writing 30 days prior to commencing
any alterations, additions or improvements to the Demised Premises which have
been approved by Landlord so that Landlord shall have the right to record and
post notices of nonresponsibility on the Demised Premises.
E. All improvements and alterations made or installed by Tenant shall
immediately, upon completion or installation thereof, become the property of
Landlord without payment therefor by Landlord, and shall be surrendered to
Landlord on the expiration of the term of this Lease.
7. Signs. Tenant may install, at its expense, signs containing Tenant's
name at the Demised Premises, provided that such signs (a) do not cause any
structural or other damage to the Demised Premises; (b) do not violate
applicable governmental laws, ordinances, rules or regulations; (c) do not
violate any existing restrictions affecting the Demised Premises; and (d) are
compatible with the architecture of the Demised Premises and the landscaped
areas.
8. Utilities and Services.
----------------------
A. Tenant shall contract for and pay directly for the cost of usage of
all utilities including all charges for water, heat, gas, light, garbage,
electricity, telephone, data, sewage, steam, power or other public or private
utility services. In the event that any charge or fee is required by the state
in which the Demised Premises are located, or any city or other agency,
subdivision, or instrumentality thereof, or by any utility company furnishing
services or utilities to the Demised Premises, as a condition precedent to
furnishing or continuing to furnish utilities or services to the Demised
Premises, such charge or fee shall be deemed to be a utility charge payable by
Tenant.
B. Tenant acknowledges that any one or more of the services provided
for herein may be interrupted or suspended by reason of accident, repair,
alterations or improvements necessary to be made, strike, lockout, misuse or
neglect by Tenant or Tenant's agents, employees or invitees, or by shortages of
fuel or other energy supplies to be provided by public or private utilities or
suppliers or by other matters, and Landlord shall not be liable to Tenant
therefor, nor shall Tenant have any right to terminate the Lease or other rights
(including but not limited to any reduction or abatement of rent) against
Landlord in the event of a failure, interruption or suspension of any of the
aforesaid services.
9. Compliance with Law. Tenant shall throughout the term of this Lease,
at Tenant's sole cost and expense, comply with or remove or cure any violation
of any applicable laws, orders, statutes, ordinances, rules, regulations and
requirements of federal, state and municipal governments, including, without
limitation, any applicable laws, orders, statutes, ordinances, rules,
regulations and requirements of any federal, state or local government relating
to occupational safety and health (collectively, the "OSHA Regulations"), all
applicable rules and regulations of the Board of Fire Underwriters and any
requirements of the certificate of occupancy or any permit with respect to the
Demised Premises and the sidewalks, curbs, roadways, alleys, entrances or
railroad track facilities, if any, adjacent or appurtenant thereto, and
5
whether the compliance, curing or removal of any such violation and the costs
and expenses necessitated thereby shall have been foreseen or unforeseen,
ordinary or extraordinary, and whether or not the same shall be presently within
the contemplation of Landlord or Tenant or shall involve any change of
governmental policy, or require structural or extraordinary repairs, alterations
or additions by Tenant and irrespective of the costs thereof. Tenant, at its
sole cost and expense, shall comply with all agreements, contracts, easements,
restrictions, reservations or covenants, if any, affecting the Demised Premises
or hereafter created by, consented to, or requested by Tenant or Landlord.
Tenant shall also comply with, observe and perform all provisions and
requirements of all policies of insurance at any time in force with respect to
the Demised Premises and shall comply with all development permits issued by
governmental authorities issued in connection with development of the Demised
Premises. Tenant shall procure and maintain all permits and licenses required
for the transaction of Tenant's business at the Demised Premises.
10. Landlord's Title, Authority and Quiet Enjoyment; Tenant's Authority.
-------------------------------------------------------------------
A. [Reserved]
B. So long as Tenant performs each and every term, provision and
condition herein contained on the part of Tenant to be kept and performed,
Tenant shall peacefully and quietly enjoy the Demised Premises without hindrance
or molestation by Landlord or by any other person claiming by, through or under
Landlord, subject to the terms of the Lease.
C. Tenant represents and warrants that it has full and complete
authority to enter into this Lease under all of the terms, conditions and
provisions set forth herein.
D. Tenant hereby approves the condition of Landlord's title to the
Demised Premises. This Lease shall be subject to all easements, covenants,
conditions and restrictions presently existing or hereafter created upon the
Demised Premises; provided, however, Landlord shall not permit or cause any
easements, covenants, restrictions, conditions or other changes in Landlord's
title which would materially and adversely impact Tenant's Use.
11. Subordination. The priority of this Lease and the leasehold estate
of Tenant created hereunder are and shall be subject and subordinate to the lien
of any mortgage, deed of trust, sale-leaseback, ground lease or similar
encumbrance, whether such encumbrance is placed against the fee or leasehold
estate, affecting the Demised Premises and to all renewals, modifications,
consolidations, replacements and extensions thereof, and advances thereunder.
Tenant agrees at any time hereafter, upon demand, to execute and deliver any
instruments, releases or other documents that may reasonably be required for the
purpose of subjecting and subordinating this Lease, as above provided, to the
lien of any such mortgage, deed of trust, ground lease, sale-leaseback or
similar encumbrance in a form reasonably acceptable to Tenant and the holder of
such mortgage or instrument.
6
12. Assignment and Sublease. Provided there are no Events of Defaults
hereunder or under the Note Agreement, as defined herein and therein, Tenant may
assign this Lease or sublease all or any portion of the Demised Premises subject
to the terms hereof.
Tenant shall not assign this Lease without the exclusive prior written
consent of Landlord and any mortgagee. Notwithstanding the foregoing, Tenant may
assign this Lease to any person which is a successor to Tenant as permitted by
the terms of the Note Agreement.
If this Lease is assigned, Lessor may collect Base Rent and Additional
Rent directly from such assignee. If any part of the Demised Premises is sublet
and any Event of Default exists hereunder, Landlord may collect Base Rent and
Additional Rent from such subtenant.
Any assignment or sublease shall require the assignee or subtenant to
comply with all terms of this Lease except for any sublease term, which shall be
at Tenant's discretion (but in no event extend beyond the term of this Lease),
and a duplicate original of such sublease or assignment shall be delivered to
Landlord at least ten (10) days prior to the commencement of such sublease or
assignment.
Any assignee shall assume, by instrument in form and content satisfactory
to Landlord, the due performance of all of Tenant's obligations under this
Lease, including any accrued obligations at the time of the effective date of
the assignment, and such assumption agreement shall state that the same is made
by the assignee for the express benefit of Landlord as a third party beneficiary
thereof.
Each sublease permitted hereby shall be subject and subordinate to all of
the terms, covenants and conditions of this Lease and to all of the rights of
Landlord hereunder; and in the event this Lease shall terminate before the
expiration of such sublease, the sublessee thereunder will, at Landlord's
option, attorn to Landlord and waive any rights the sublessee may have to
terminate the sublease or to surrender possession thereunder, as a result of the
termination of this Lease. No sublease shall be permitted hereby unless as a
condition to effectiveness thereof, Tenant shall have assigned to Landlord and
Landlord shall have effectively assigned to mortgagee such sublease.
Tenant agrees to pay on behalf of Landlord any and all costs of Landlord
or otherwise occasioned by such assignment or subletting, including without
limitation, the cost of any alteration, addition, improvement or other
renovation or refurbishment to the Demised Premises made in connection with such
assignment or subletting and any cost imposed by any governmental authority in
connection with any of the foregoing.
No assignment or sublease shall be made unless any guarantor of the
Tenant's obligations or any party responsible for Tenant's obligations shall
give its written consent to such assignment or sublease and confirm that its
obligations shall not be affected by such assignment or sublease, and, provided,
further, that if any modification to the Lease is proposed to be made after such
assignment or sublease, then, at Landlord's or mortgagee's option, all prior
assignors and
7
sublessors, and all such obligated parties, shall be required to confirm in
writing their approval of such modification, and that their obligations continue
as to the Lease as so modified.
No assignment or subletting under this paragraph shall relieve Tenant (or
any guarantor of Tenant's obligations under the Lease or any assignee) of its
obligations hereunder. Any assignment or subletting of this Lease which is not
in compliance with the provisions of this paragraph shall be of no effect and
void. Except as permitted hereby, Tenant shall not transfer, sublet, assign or
otherwise encumber its interest in the Lease or the Demised Premises.
Notwithstanding anything contained in this Lease to the contrary and
notwithstanding any consent by Landlord to any sublease of the Demised Premises,
or any portion thereof, or to any assignment of this Lease or of Tenant's
interest or estate in the Demised Premises, no sublessee shall assign its
sublease nor further sublease the Demised Premises, or any portion thereof, and
no assignee shall further assign or sublet its interest in this Lease or its
interest or estate in the Demised Premises, or any portion thereof, without
Landlord's prior written consent in each and every instance which consent may be
withheld or delayed as above provided. No such further assignment or subleasing
shall relieve Tenant from any of Tenant's obligations in this Lease contained.
13. Lease Extension. If this Lease shall not have been terminated
pursuant to any provisions hereof and no Events of Default exist hereunder or
under the Note Agreement, then Tenant may, at Tenant's option, extend the term
of this Lease for two (2) successive additional terms of five (5) years each
(each an "Extension Term," collectively the "Extension Terms") commencing on the
expiration of the original term, or the immediately preceding Extension Term, as
the case may be. Tenant may exercise such option by giving Landlord written
notice at least six (6) months prior to the expiration of the original term or
the immediately preceding Extension Term, as the case may be. Upon the giving by
Tenant to Landlord of such written notice and the compliance by Tenant with the
foregoing provisions of this paragraph, this Lease shall be deemed to be
automatically extended upon all the covenants, agreements, terms, provisions and
conditions set forth in this Lease, except that Base Rent for each such
Extension Term shall be the then fair market value for the Demised Premises.
14. Impositions.
-----------
A. Tenant covenants and agrees to pay during the term of this Lease, as
Additional Rent, before any fine, penalty, interest or cost may be added thereto
for the nonpayment thereof, all real estate taxes, special assessments, water
rates and charges, sewer rates and charges, including any sum or sums payable
for present or future sewer or water, charges for public utilities, street
lighting, excise levies, licenses, permits, inspection fees, other governmental
charges, and all other charges or burdens of whatsoever kind and nature
(including costs, fees, and expenses of complying with any restrictive covenants
or similar agreements to which the Demised Premises are now or hereafter
subject) incurred in the use, occupancy, ownership, operation, leasing or
possession of the Demised Premises, without particularizing by any known name or
by whatever name hereafter called, and whether any of the foregoing be general
or special, ordinary or extraordinary, foreseen or unforeseen (all of which are
sometimes herein
8
referred to as "Impositions"), which at any time during the term may have been
or may be assessed, levied, confirmed, imposed upon, or become a lien on the
Demised Premises, or any portion thereof, or any appurtenance thereto, rents or
income therefrom, and such easements or rights as may now or hereafter be
appurtenant or appertain to the use of the Demised Premises.
B. If, at any time during the term of this Lease, any method of
taxation shall be such that there shall be levied, assessed or imposed on
Landlord, or on the Basic Rent or Additional Rent, or on the Demised Premises or
on the value of the Demised Premises, or any portion thereof, a capital levy,
sales or use tax, gross receipts tax or other tax on the rents received
therefrom, or a franchise tax, or an assessment, levy or charge measured by or
based in whole or in part upon such rents or value, Tenant covenants to pay and
discharge the same, it being the intention of the parties hereto that the rent
to be paid hereunder shall be paid to Landlord absolutely net without deduction
or charge of any nature whatsoever foreseeable or unforeseeable, ordinary or
extraordinary, or of any nature, kind or description, except as in this Lease
otherwise expressly provided. Nothing in this Lease contained shall require
Tenant to pay any municipal, state or federal net income or excess profits taxes
assessed against Landlord, or any municipal, state or federal capital levy,
estate succession, inheritance or transfer taxes of Landlord.
C. Tenant covenants to furnish Landlord, on or before the date upon
which any Imposition or other tax, assessment, levy or charge is due and
payable, official receipts of the appropriate taxing authority, or other
appropriate proof satisfactory to Landlord, evidencing the payment of the same.
D. Tenant shall have the right at its own expense to contest the amount
or validity, in whole or in part, of any Imposition by appropriate proceedings
diligently conducted in good faith, but only after payment of such Imposition,
unless such payment, or a payment thereof under protest, would operate as a bar
to such contest or interfere materially with the prosecution thereof, in which
event, notwithstanding the provisions hereof, Tenant may postpone or defer
payment of such Imposition if the Demised Premises or any portion thereof would,
by reason of such postponement or deferment, be in danger of being forfeited or
lost. Upon the termination of any such proceedings, Tenant shall pay the amount
of such Imposition or part thereof, if any, as finally determined in such
proceedings, the payment of which may have been deferred during the prosecution
of such proceedings, together with any costs, fees, including attorney's fees,
interest, penalties, fines and other liability in connection therewith. Tenant
shall be entitled to the refund of any Imposition, penalty, fine and interest
thereon received by Landlord which have been paid by Tenant or which have been
paid by Landlord but for which Landlord has been previously reimbursed in full
by Tenant. Landlord shall not be required to join in any proceedings referred to
in this paragraph unless the provisions of any law, rule or regulation at the
time in effect shall require that such proceedings be brought by or in the name
of Landlord, in which event Landlord shall join in such proceedings or permit
the same to be brought in Landlord's name upon compliance with such conditions
as Landlord may reasonably require. Landlord shall not ultimately be subject to
any liability for the payment of any fees, including attorney's fees, costs and
expenses in connection with such proceedings. Tenant agrees to pay all such fees
(including
9
reasonable attorney's fees), costs and expenses or, on demand, to make
reimbursement to Landlord for such payment.
15. Insurance.
---------
A. During the term of this Lease, during any extension thereof, and
during any holdover period, Tenant shall at its cost and expense procure and
keep in force a policy of comprehensive public liability insurance, with limits
of not less than $5,000,000 for injury to any one person, $25,000,000 as to any
one accident, and $3,000,000 as to property damage, all on a per occurrence
basis which policy shall name Landlord and Landlord's mortgagee, if any, as
additional insureds. Certified copies of such insurance shall be delivered to
Landlord prior to the Commencement Date and shall provide that same may not be
canceled, modified or lowered in amounts without prior written notice of not
less than thirty (30) days to Landlord and Landlord's mortgagee. Notwithstanding
the foregoing, Tenant may insure the foregoing risks under its blanket policy.
Any such liability insurance shall contain a contractual liability endorsement
covering Tenant's indemnification obligations under this Lease.
B. During the term of this Lease and any extension thereof, Tenant, at
its sole cost and expense, shall obtain and continuously maintain in full force
and effect, policies of insurance covering the Improvements constructed,
installed or located on the Demised Premises naming the Landlord, as an
additional insured and loss payee and Landlord's mortgagee, if any, as
mortgagee, against (a) loss or damage by fire; (b) loss or damage from such
other risks or hazards now or hereafter embraced by an "Extended Coverage
Endorsement," or broadest form of "all risk" coverage including, but not limited
to, windstorm, hail, explosion, vandalism, riot and civil commotion, damage from
vehicles, smoke damage, water damage and debris removal; (c) loss for flood; (d)
loss from so-called explosion, collapse and underground hazards; and (e) loss or
damage from such other risks or hazards of a similar or dissimilar nature which
are now or may hereafter be customarily insured against with respect to
improvements similar in construction, design, general location, use and
occupancy to the Improvements. At all times, such insurance coverage shall be in
an amount equal to 100% of the then "full replacement cost" of the Improvements.
"Full Replacement Cost" shall be interpreted to mean the cost of replacing the
improvements without deduction for depreciation or wear and tear, and it shall
include a reasonable sum for architectural, engineering, legal, administrative
and supervisory fees connected with the restoration or replacement of the
Improvements in the event of damage thereto or destruction thereof. If a
sprinkler system shall be located in the Improvements, sprinkler leakage
insurance shall be procured and continuously maintained by Tenant at Tenant's
sole cost and expense. Tenant shall cause to be inserted in the policy of
insurance required by this paragraph a so-called "waiver of subrogation" clause
as to Landlord and Landlord's insurer.
C. During the term of this Lease and any extension thereof, Tenant
shall maintain ▇▇▇▇▇▇▇'▇ Compensation Insurance in accordance with the laws of
the State of Florida.
D. Tenant shall maintain insurance coverage (including loss of use and
business interruption coverage) upon Tenant's business and upon all personal
property of Tenant or the personal property of others kept, stored or maintained
on the Demised Premises against loss or
10
damage by fire, windstorm or other casualties or causes for such amount as
Tenant may desire, and Tenant agrees that such policies shall contain a waiver
of subrogation clause as to Landlord and Landlord's insurer.
Nothing in this paragraph shall prevent Tenant from taking out insurance
of the kind and in the amount provided for under the preceding paragraphs of
this paragraph under a blanket insurance policy or policies (certified copies
thereof reasonably satisfactory to Landlord shall be delivered to Landlord)
which may cover other properties owned or operated by Tenant as well as the
Demised Premises; provided, however, that any such policy of blanket insurance
of the kind provided for shall specify therein the amounts thereof exclusively
allocated to the Demised Premises or Tenant shall furnish Landlord and the
holder of any fee mortgage with a written statement from the insurers under such
policies specifying the amounts of the total insurance exclusively allocated to
the Demised Premises; and provided, further, however, that such policies of
blanket insurance shall, as respects the Demised Premises, contain the various
provisions required of such an insurance policy by the foregoing provisions
hereof.
E. Tenant shall deliver certified copies of all such insurance to
Landlord prior to the Commencement Date hereof and certified copies and evidence
of payment for all renewal coverage not less than ten (10) days prior to the
expiration of any such insurance. Such policies shall provide (except in case of
general liability insurance) for losses up to $1,000,000 to be adjusted by and
paid to Tenant and losses equal to or in excess of $1,000,000 shall be adjusted
by Tenant subject to the reasonable approval of Landlord and any mortgagee, and,
while the Notes are outstanding, paid to the Agent.
F. Tenant hereby releases Landlord (and Landlord's assignees,
employees, agents and servants) and waives any claims it may have against
Landlord from any liability for damage to or destruction of Tenant's trade
fixtures, personal property (including also property under the care, custody, or
control of Tenant), machinery, equipment, furniture, fixtures and business
interests on the Premises, except arising from Landlord's gross negligence. This
paragraph shall apply especially, but not exclusively, to damage or destruction
caused by the flooding of basements or other subsurface areas, or by
refrigerators, sprinkling devices, air conditioning apparatus, water, snow,
frost, steam, excessive heat or cold, falling plaster, broken glass, sewage,
gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures,
and shall apply equally, whether any such damage results from the act or
omission of other tenants or occupants in the Premises or any other persons, and
whether such damage be caused by or result from any of the aforesaid, or shall
be caused by or result from other, circumstances of a similar or dissimilar
nature.
16. Destruction and Restoration.
---------------------------
A. Tenant covenants and agrees that in case of damage to or destruction
of the Demised Premises after the Commencement Date of the term of this Lease,
by fire or otherwise, Tenant, at its sole cost and expense, shall promptly
restore, repair, replace and rebuild the same as nearly as possible to the
condition that the same were in immediately prior to such damage or destruction
with such changes or alterations (made in conformity with paragraph 6 hereof) as
11
may be reasonably acceptable to Landlord or required by law. Tenant shall
forthwith give Landlord written notice of such damage or destruction upon the
occurrence thereof and specify in such notice, in reasonable detail, the extent
thereof. Such restoration, repairs, replacements, rebuilding, changes and
alterations, including the cost of temporary repairs for the protection of the
Demised Premises, or any portion thereof, pending completion thereof are
sometimes hereinafter referred to as the "Restoration." The Restoration shall be
carried on and completed in accordance with the provisions and conditions of
this Lease including but not limited to paragraphs 5, 6, 9, and 16 hereof.
Tenant shall, at Tenant's expense, regardless of whether there are sufficient
insurance proceeds therefor, promptly commence and complete with all due
diligence the Restoration to as nearly as possible the condition which existed
prior to such damage or destruction.
B. All insurance moneys held by Agent, shall be applied to the payment
of the costs of the Restoration and shall be paid out from time to time as the
Restoration progresses upon the written request of Tenant, accompanied by a
certificate of the architect or a qualified professional engineer in charge of
the Restoration stating that as of the date of such certificate (a) the sum
requested is justly due to the contractors, subcontractors, materialmen,
laborers, engineers, architects, or persons, firms or corporations furnishing or
supplying work, labor, services or materials for such Restoration, or is justly
required to reimburse Tenant for any expenditures made by Tenant in connection
with such Restoration, and when added to all sums previously paid out by
Landlord does not exceed the value of the Restoration performed to the date of
such certificate by all of said parties; (b) except for the amount, if any,
stated in such certificates to be due for work, labor, services or materials,
there is no outstanding indebtedness known to the person signing such
certificate, after due inquiry, which is then due for work, labor, services or
materials in connection with such Restoration, which, if unpaid, might become
the basis of a mechanic's lien or similar lien with respect to the Restoration
or a lien upon the Demised Premises, or any portion thereof; and (c) the costs,
as estimated by the person signing such certificate, of the completion of the
Restoration required to be done subsequent to the date of such certificate in
order to complete the Restoration do not exceed the sum of the remaining
insurance moneys, remaining in the hands of Landlord or Agent, if applicable,
after payment of the sum requested in such certificate.
As a condition to payment, Tenant shall furnish Landlord or Agent, if
applicable, at the time of any such payment with evidence reasonably
satisfactory to Landlord or Agent, if applicable, that there are no unpaid bills
in respect to any work, labor, services or materials performed, furnished or
supplied in connection with such Restoration. If the insurance moneys in the
hands of Landlord, shall be insufficient to pay the entire costs of the
Restoration, Tenant agrees to pay any deficiency promptly. Tenant shall continue
to be liable for full payment of Base Rent, Additional Rent and any other
amounts due and payable hereunder. Upon completion of the Restoration and
payment in full thereof by Tenant, Landlord or Agent, if applicable, shall
within a reasonable period of time thereafter, turn over to Tenant all insurance
moneys or other moneys then remaining upon submission of proof reasonably
satisfactory to Landlord or Agent, if applicable, that the Restoration has been
paid for in full and the damaged or destroyed Improvements repaired, restored or
rebuilt as nearly as possible to the condition they were in
12
immediately prior to such damage or destruction, or with such changes or
alterations as may be made in conformity with the terms hereof.
C. No destruction of or damage to the Demised Premises, or any portion
thereof, by fire, casualty or otherwise shall permit Tenant to surrender this
Lease or shall relieve Tenant from its liability to pay to Landlord the Base
Rent and Additional Rent payable under this Lease or from any of its other
obligations under this Lease, and Tenant waives any rights now or hereafter
conferred upon Tenant by present or future law or otherwise to quit or surrender
this Lease or the Demised Premises, or any portion thereof, to Landlord or to
any suspension, diminution, abatement or reduction of rent on account of any
such damage or destruction.
17. Condemnation.
------------
A. If, during the term of this Lease, the entire Demised Premises shall
be taken as the result of the exercise of the power of eminent domain,
condemnation or a deed in lieu of the foregoing (a "Taking"), this Lease and all
right, title and interest of Tenant hereunder shall cease and come to an end on
the date of vesting of title pursuant to such Taking and Landlord shall be
entitled to and shall receive the total award made in such Taking, Tenant hereby
assigning any interest in such award, damages, consequential damages and
compensation to Landlord and Tenant hereby waiving any right Tenant has now or
may have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease.
In any Taking of the Demised Premises, or any portion thereof, whether or
not this Lease is terminated as in this paragraph provided, Tenant shall not be
entitled to any portion of the award for the Taking of the Demised Premises or
damage to the Improvements, except as otherwise provided herein with respect to
the restoration of the Improvements, or for the estate or interest of Tenant
therein, all such award, damages, consequential damages and compensation being
hereby assigned to Landlord, and Tenant hereby waives any right it now has or
may have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease, except that Tenant shall have, nevertheless, the limited
right to prove in the Taking and to receive any award which may be made for
damages to or condemnation of Tenant's movable trade fixtures and equipment, and
for Tenant's relocation costs in connection therewith.
B. If, less than the entire Demised Premises, but more than 15% of the
floor area of the Improvements, or more than 50% of the Land, shall be taken in
any such Taking, this Lease shall, upon vesting of title in the Taking,
terminate as to the portion of the Demised Premises so taken, and Tenant may, at
its option, terminate this Lease as to the remainder of the Demised Premises.
Tenant shall not have the right to terminate this Lease pursuant to the
preceding sentence unless (a) the business of Tenant conducted in the portion of
the Demised Premises taken cannot reasonably be carried on with substantially
the same utility and efficiency in the remainder of the Demised Premises (or any
substitute space securable by Tenant pursuant to clause [b] hereof) and (b)
Tenant cannot construct or secure substantially similar space to the space so
taken, on the Demised Premises. Such termination as to the remainder of the
Demised
13
Premises shall be effected by notice in writing given not more than 60 days
after the date of vesting of title in such Taking, and shall specify a date not
more than 60 days after the giving of such notice as the date for such
termination. Upon the date specified in such notice, the term of this Lease, and
all right, title and interest of Tenant hereunder, shall cease and come to an
end. If this Lease is terminated as in this paragraph 17B provided, Landlord
shall be entitled to and shall receive the total award made in such Taking,
Tenant hereby assigning any interest in such award, damages, consequential
damages and compensation to Landlord, and Tenant hereby waiving any right Tenant
has now or may have under present or future law to receive any separate award of
damages for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease except as otherwise provided in paragraph 17A. The right
of Tenant to terminate this Lease, as provided in this paragraph 17B, shall be
exercisable only upon condition that no Event of Default exist hereunder or
under the Note Agreement, and such termination upon Tenant's part shall become
effective only upon compliance by Tenant with all such terms, covenants and
conditions to the date of such termination. In the event that Tenant elects not
to terminate this Lease as to the remainder of the Demised Premises, the rights
and obligations of Landlord and Tenant shall be governed by the provisions of
paragraph 17C hereof.
C. If 15%, or less, of the floor area of the Improvements, or 50%, or
less, of the Land, shall be taken in such Taking, or if more than 15% of the
floor area of the Improvements or more than 50% of the Land is taken (but less
than the entire Demised Premises), and this Lease is not terminated as in
paragraph 17B hereof provided, this Lease shall, upon vesting of title in the
Taking, terminate as to the parts so taken, and Tenant shall have no claim or
interest in the award, damages, consequential damages and compensation, or any
part thereof except as otherwise provided in paragraph 17A. Landlord shall be
entitled to and shall receive the total award made in such Taking, Tenant hereby
assigning any interest in such award, damages, consequential damages and
compensation to Landlord, and Tenant hereby waiving any right Tenant has now or
may have under present or future law to receive any separate award of damages
for its interest in the Demised Premises, or any portion thereof, or its
interest in this Lease except as otherwise provided in paragraph 17A. The net
amount of the award (after deduction of all costs and expenses, including
attorney's fees), shall be held by Landlord as trustee or so long as the Notes
remain outstanding, by Agent and applied as hereinafter provided. Tenant, in
such case, covenants and agrees, at Tenant's sole cost and expense (subject to
reimbursement to the extent hereinafter provided), promptly to restore that
portion of the Improvements on the Demised Premises not so taken to a complete
architectural and mechanical unit for the use and occupancy of Tenant as in this
Lease provided. In the event that the net amount of the award (after deduction
of all costs and expenses, including attorney's fees) is insufficient to pay all
costs of such restoration work, Tenant shall deposit with Landlord as trustee
such additional sums as may be required upon the written request of Landlord so
long as Tenant has participated in the Proceedings; provided, however, Landlord
shall retain ultimate control over any final settlement or litigation with the
condemning authority, and provided further that notwithstanding that the net
amount of the award may be insufficient to pay all costs of the restoration
work, Tenant shall continue to be liable for payment of Base Rent, Additional
Rent and any other amount due and payable hereunder, which amounts shall not be
abated except as provided in Paragraph 17E below. The provisions and conditions
in paragraph 6 applicable to changes and alterations shall apply to Tenant's
obligations to restore that portion of the
14
Improvements to a complete architectural and mechanical unit. Landlord agrees in
connection with such restoration work to apply so much of the net amount of any
award (after deduction of all costs and expenses, including attorney's fees)
that may be received by Landlord and held by Landlord as trustee in any such
Proceedings for physical damage to the Improvements as a result of such taking
to the costs of such restoration work thereof and the said net award for
physical damage to the Improvements as a result of such taking shall be paid out
from time to time to Tenant, or on behalf of Tenant, as such restoration work
progresses upon the written request of Tenant, which shall be accompanied by a
certificate of the architect or the registered professional engineer in charge
of the restoration work stating that (a) the sum requested is justly due to the
contractors, subcontractors, materialmen, laborers, engineers, architects or
other persons, firms or corporations furnishing or supplying work, labor,
services or materials for such restoration work or as is justly required to
reimburse Tenant for expenditures made by Tenant in connection with such
restoration work, and when added to all sums previously paid out by Landlord as
trustee does not exceed the value of the restoration work performed to the date
of such certificate; and (b) the net amount of any such award for physical
damage to the Improvements as a result of such taking remaining in the hands of
Landlord, together with the sums, if any, deposited by Tenant with Landlord as
trustee pursuant to the provisions hereof, will be sufficient upon the
completion of such restoration work to pay for the same in full. If payment of
the award for physical damage to the Improvements as a result of such taking, as
aforesaid, shall not be received by Landlord in time to permit payments as the
restoration work progresses (except in the event of an appeal of the award by
Landlord), Tenant shall not be required to proceed with any restoration work
until payment of such award is received by Landlord; provided, however, delay in
payment of such amount shall not release Tenant of its obligation to pay Base
Rent, Additional Rent and other amounts due and payable hereunder during any
such delay and there shall be no abatement of Base Rent, Additional Rent or any
other amounts except as provided in Paragraph 17E below. If Landlord appeals an
award and payment of the award is delayed pending appeal, Tenant shall,
nevertheless, perform and fully pay for such work without delay, and payment of
the amount to which Tenant would have been entitled had Landlord not appealed
the award (in an amount not to exceed the net award prior to such appeal) shall
be made by Landlord to Tenant as restoration progresses pursuant to this
Paragraph 17C, in which event Landlord shall be entitled to retain an amount
equal to the sum disbursed to Tenant pursuant to the preceding sentence out of
the net award as and when payment of such award is received by Landlord. Tenant
shall also furnish Landlord as trustee with each certificate hereinabove
referred to, together with evidence reasonably satisfactory to Landlord that
there are no unpaid bills in respect to any work, labor, services or materials
performed, furnished or supplied, or claimed to have been performed, furnished
or supplied, in connection with such restoration work, and that no liens have
been filed against the Demised Premises, or any portion thereof. Landlord as
trustee shall not be required to pay out any funds when there are unpaid bills
for work, labor, services or materials performed, furnished or supplied in
connection with such restoration work, or where a lien for work, labor, services
or materials performed, furnished or supplied has been placed against the
Demised Premises, or any portion thereof. Upon completion of the restoration
work and payment in full therefor by Tenant, and upon submission of proof
reasonably satisfactory to Landlord that the restoration work has been paid for
in full and that the Improvements have been restored or rebuilt to a complete
architectural and mechanical unit for the use and occupancy of Tenant as
provided in this Lease, Landlord as trustee shall pay over to
15
Tenant any portion of the cash deposit furnished by Tenant then remaining;
provided, however, any other amounts awarded in such Proceedings which remain
following restoration of the Demised Premises shall be the property of Landlord
and Tenant shall have no claim thereto.
D. In the event of any partial termination of this Lease as a result of
any such Taking, Tenant shall pay to Landlord all Base Rent and all Additional
Rent and other charges payable hereunder with respect to that portion of the
Demised Premises so taken in such Taking with respect to which this Lease shall
have terminated justly apportioned to the date of such termination. From and
after the date of vesting of title in such Taking, Tenant shall continue to pay
the Base Rent and Additional Rent and other charges payable hereunder, as in
this Lease provided, to be paid by Tenant, subject to abatement, if any, as
provided for in paragraph 17E hereof.
E. In the event of a partial taking of the Demised Premises under
paragraph 17C hereof, or a partial taking of the Demised Premises under
paragraph 17B hereof, followed by Tenant's election not to terminate this Lease,
the Base Rent payable hereunder during the period from and after the date of
vesting of title in such Taking to the termination of this Lease shall not be
reduced unless Tenant shall have completed the restoration work with its own
funds in accordance with the provisions of the Lease and Landlord shall have
applied the net amount of any award to reduce the indebtedness secured by any
financing encumbering the Demised Premises, in which event Base Rent payable
hereunder shall be reduced pro rata.
F. THE PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING
ANY OTHER PROVISIONS OF THIS LEASE IT IS THE INTENT OF THE PARTIES THAT IF AS A
RESULT OF ANY TAKING THERE IS ANY REDEMPTION OR OTHER REPAYMENT OF THE NOTES AND
THE PROCEEDS RECEIVED FROM SUCH TAKING ARE INSUFFICIENT TO PAY IN FULL ANY
PRINCIPAL, INTEREST OR MAKE-WHOLE AMOUNT, IF ANY, DUE AND PAYABLE ON THE NOTES
ON ACCOUNT OF THE TAKING, THAT THE TENANT SHALL, UPON DEMAND, PAY THE AMOUNT OF
SUCH INSUFFICIENCY.
18. Default by Tenant. The occurrence of any one or more of the
following events shall constitute an "Event of Default" by Tenant:
A. The failure by Tenant to make any payment of Base Rent, Additional
Rent or any other amount required to be paid by Tenant hereunder, and any
interest for late payment thereof, as and when due, where such failure shall
continue for a period of five (5) days.
B. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of paragraphs 12 or 15.
C. The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease (except as set forth in paragraphs 18A
and 18B above) where such failure shall continue for a period of thirty (30)
days after Tenant obtains knowledge of such failure or default.
16
D. The occurrence of an Event of Default under Section 11 of the Note
Agreement.
19. Landlord's Remedies. Upon the occurrence of an Event of Default,
Landlord, in addition to other rights or remedies it may have, shall have the
right to terminate this Lease, or without terminating this Lease, terminate
Tenant's right to possession of the Demised Premises, and in either event Tenant
shall immediately surrender possession of the Demised Premises to Landlord and
if Tenant fails to do so, Landlord may, without prejudice to any other remedy it
may have for possession or arrearage of rentals, enter upon and take possession
of the Demised Premises and expel or remove Tenant and any other person who may
be occupying the Demised Premises or any part thereof, with or without legal
proceedings, without being liable for prosecution or any claim or damage
therefor. In such event, Landlord shall be entitled to recover from Tenant all
reasonable damages incurred by Landlord by reason of such Event of Default,
including without limitation, the cost of recovering possession of the Demised
Premises, expenses of reletting including reasonable renovation and alteration
of the Demised Premises, attorneys, fees, real estate commissions, and any other
sum of money, late charges and damages.
If Tenant's right to possession of the Demised Premises is terminated
without termination of the Lease, Landlord shall be entitled to enforce all of
Landlord's rights and remedies under the Lease, including the right to recover
the rent as it becomes due hereunder. Should Landlord elect to relet the Demised
Premises or any part thereof, Landlord may do so for such term or terms and at
such rental or rentals and upon such other terms and conditions as Landlord may
deem appropriate. Rental and other amounts received by Landlord in connection
with such reletting shall be applied in such manner and to such parties as
Landlord shall determine. Should such rentals and other amounts received from
such reletting during any month be less than Tenant's obligations hereunder,
Tenant shall pay such deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. No such reentry or taking possession of the Demised
Premises by Landlord shall be construed as an election on its part to terminate
this Lease, unless a written notice of such intention be given to Tenant or
unless the termination thereof be decreed by a court of competent jurisdiction.
In the event Landlord terminates this Lease in accordance herewith, Tenant
shall be liable and shall pay to Landlord, the sum of all rent and other
payments owed to date to Landlord, all sums owed to date to third parties
(including without limitation, all Impositions) hereunder accrued to the date of
such termination, all amounts required to be spent by Landlord to fulfill any of
Tenant's obligations which Tenant did not fulfill prior to termination by
Landlord, plus, an amount equal to the present value discounted at the Federal
Reserve discount rate of (i) the total rental payments hereunder for the
remaining portion of the term of the Lease, calculated as if such term the
Expiration Date, unless Tenant has extended this Lease, in which case such
calculation shall be as if the term expires on the final day of the Extension
Term then in effect, less (ii) the fair market rental value of the Demised
Premises for such remaining period. Nothing herein contained shall limit or
prejudice the right of Landlord to prove for and obtain, as damages by reason of
such expiration or termination, an amount equal to the maximum allowed by any
statute or rule of law in effect at the time when, and governing the proceedings
in which, such damages are to be proved, whether or not such amount be greater,
equal to or less than the
17
amount of the difference referred to above. Notwithstanding the foregoing,
Landlord and Tenant agree that it is extremely difficult and impractical to
establish the amount of damages Landlord would sustain upon an Event of Default.
The parties hereby agree that a reasonable estimate of such other amounts
necessary to compensate Landlord in such event and not otherwise included herein
is the sum of the principal amount of the Notes then outstanding plus interest
accrued thereon together with the Make Whole Amount, less the amounts set forth
above in this paragraph (the "Liquidated Damages"). Landlord shall be entitled
such Liquidated Damages from Tenant not as a penalty but as liquidated damages.
In addition to the aforesaid remedies, Landlord shall be entitled to
pursue any other remedy now or hereafter available to Landlord at equity or
under the laws or judicial decisions of the state where the Demised Premises is
located or by statute or otherwise. All rights and remedies of Landlord herein
enumerated shall be cumulative, and the exercise or the commencement of the
exercise by Landlord of any one or more of such rights or remedies should not
preclude the simultaneous or later exercise by Landlord of any or all other
rights or remedies. Tenant shall pay, upon demand, all of Landlord's costs,
including reasonable attorneys' fees and court costs, incident to the
enforcement of Tenant's obligations hereunder. A receipt by Landlord of rent
with knowledge of the breach of any covenant hereof shall not be deemed a waiver
of such breach, and no waiver by Landlord of any provisions of this Lease shall
be deemed to have been made unless expressed in writing and signed by Landlord.
Without limiting the generality of the foregoing, no failure by Landlord to
insist upon the performance of any of the terms of this Lease or to exercise any
right or remedy consequent upon a breach thereof shall constitute a waiver of
such breach or any of the terms of this Lease, and no express waiver shall
affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated. One or more waivers by
Landlord shall not be construed as a waiver of a subsequent breach of the same
covenant, term or condition. In addition to other remedies in this Lease
provided, Landlord shall be entitled to seek a restraint by injunction of the
violation or attempted or threatened violation of the covenants, conditions and
provisions of this Lease.
20. Notices. All notices shall be sent by registered mail, return
receipt requested personal delivery, or by recognized overnight courier
providing proof of delivery, to the following addresses:
To Landlord: To Tenant:
▇▇▇▇▇▇ Properties IV LLC ▇▇▇▇▇▇ Associates LLC
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: General Counsel Attn: General Counsel
Any notice shall be deemed to have been given five (5) days after the date
deposited in the United States mail, on the date of personal delivery, or on the
first business day after sending when delivery by recognized overnight courier
providing proof of delivery, in the manner
18
aforesaid. Either party, by notice to the other, shall have the right to change
the addresses for notice(s) to be sent to such party, and to add or substitute
entities to which a copy of any notice shall be sent by the other party.
21. Brokerage. Landlord and Tenant acknowledge that no real estate
broker brought about this lease transaction. Landlord hereby indemnifies Tenant
against claims for brokerage fees, commissions or similar compensation by any
party claiming by, through or under Landlord in connection with this Lease, and
Tenant hereby indemnifies Landlord against claims for brokerage fees,
commissions or similar compensation by any party claiming by, through or under
Tenant in connection with this Lease.
22. Estoppel. Landlord and Tenant shall, at any time upon not less than
twenty (20) days prior written notice, execute and deliver to a prospective new
landlord, lender, or assignee or subtenant of Tenant, as the case may be, a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the party's knowledge, any uncured defaults
on the part of the other party hereunder, or so specifying such defaults if any
are claimed, and (iii) other reasonable requests that relate to the Lease.
23. Hazardous Substances.
--------------------
A. For purposes hereof, "Hazardous Substance" means:
(i) "Hazardous Substances" as defined by the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42
U.S.C. ss.9601 et. seq., as amended, and all regulations promulgated
thereunder, the Federal Clean Air Act, as amended (42 U.S.C. ss.7401 et.
seq.) and the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C.
ss.1317 et. seq. as amended and all regulations promulgated thereunder;
(ii) "Hazardous Waste" as defined by the Resource Conservation and
Recovery Act ("RCRA"), 42 U.S.C. ss.6602 et. seq. as amended and all
regulations promulgated thereunder;
(iii) Any pollutant or contaminant or hazardous, dangerous or toxic
chemicals, materials or substances within the meaning of any other
applicable federal, state or local law, regulation, ordinance or
requirement (including consent decrees and administrative orders) relating
to or imposing liability or standards of conduct concerning any hazardous,
toxic or dangerous waste, substance or material, all as amended or
hereafter amended;
(iv) Gas, gasoline, oil or other petroleum products;
19
(v) Any radioactive material, including any source, special nuclear
or by-product material as defined in 42 U.S.C. ss.2011 et. seq. as amended
or hereafter amended, and all regulations promulgated thereunder;
(vi) Asbestos; and
(vii) Anything defined as a hazardous, toxic or radioactive
material, waste or substance or the use, transportation or disposal of
which is regulated under applicable law or rules and regulations issued
pursuant thereof;
(all of the foregoing statutes, laws, ordinance, rules, regulations, and common
law theories being sometimes hereinafter collectively referred to as
"Environmental Laws").
B. Tenant shall not allow any Hazardous Substance to be located on the
Demised Premises and shall not conduct or authorize the generation,
transportation, storage, treatment, release or disposal at the Demised Premises,
of any Hazardous Substance other than in quantities incidental to the conduct of
Tenant's Use and in compliance with Environmental Laws; provided, however,
nothing herein contained shall permit Tenant to allow any so-called "acutely
hazardous", "ultra-hazardous", "imminently hazardous chemical substance or
mixture" or comparable Hazardous Substance to be located on or about the Demised
Premises.
C. If the presence, release, threat of release, placement on or in the
Demised Premises, or the generation, transportation, storage, treatment, or
disposal at the Demised Premises of any Hazardous Substances as a result of
Tenant's operations at the Demised Premises: (i) gives rise to liability
(including, but not limited to, a response action, remedial action, or removal
action) under Environmental Laws, (ii) causes or threatens to cause a
significant public health effect, or (iii) pollutes or threatens to pollute the
environment, Tenant shall promptly take any and all remedial and removal action
necessary to clean up the Demised Premises and mitigate exposure to liability
arising from the hazardous substance, whether or not required by law.
D. Tenant shall indemnify, defend and hold Landlord harmless from all
damages, costs, losses, expenses (including, but not limited to, actual
attorneys fees and engineering fees) arising from or attributable to the
existence of any Hazardous Substances at the Demised Premises as a result of
Tenant's operations at the Demised Premises, and (ii) any breach by Tenant of
any of its covenants contained herein.
E. Upon request by Landlord during the term of this Lease, Tenant shall
undertake and submit to Landlord an environmental audit from an environmental
consulting firm reasonably acceptable to Landlord which audit shall evidence
Tenant's compliance herewith. Tenant shall bear the cost of such environmental
audit.
F. Landlord or Tenant shall give the other prompt written notice upon
discovery of any Hazardous Substance at or adjacent to the Demised Premises.
Landlord and Tenant's obligations hereunder shall survive termination of the
Lease.
20
24. Surrender.
---------
A. Upon any termination or expiration of this Lease, Tenant shall
surrender the Demised Premises in the same condition as existed at the Rent
Commencement Date, except for normal wear and tear and damage caused by the fire
or other casualty subject to the terms of this Lease; provided, however, that
nothing in this paragraph is intended to change or diminish Tenant's obligations
under any other part of this Lease. Any damage to the Demised Premises resulting
from the removal of such Alterations shall be repaired by Tenant at Tenant's
expense. If the Demised Premises be not surrendered as above set forth, Tenant
shall indemnify, defend and hold Landlord harmless against loss or liability
resulting from the delay by Tenant in so surrendering the Demised Premises,
including, without limitation any claim made by any succeeding occupant founded
on such delay.
All property of Tenant not removed on or before the last day of the term
of this Lease shall be deemed abandoned. Tenant shall reimburse Landlord upon
demand for any expenses incurred by Landlord with respect to removal, storage or
disposal of abandoned property and with respect to restoring said Demised
Premises to good order, condition and repair.
25. Liens. Tenant has no authority, express or implied, to create or
place any lien or encumbrance of any kind or nature whatsoever upon, or in any
manner to bind the interest of Landlord or Tenant in the Demised Premises, or to
charge the rentals payable hereunder for any claim in favor of any person
dealing with Tenant, including those who furnish materials or perform labor for
any construction or repairs, and Tenant covenants and agrees that it shall not
mortgage, encumber or pledge this Lease or any interest therein. The preceding
sentence shall not be construed as prohibiting Tenant from making alterations as
provided above or from permitting any other mechanics or materialmen's lienable
work to be performed as long as such work is not prohibited by this Lease.
Tenant agrees to indemnify and hold Landlord harmless from any lien filed
against the Demised Premises on account of work performed by or on behalf of
Tenant and from any and all losses, costs, damages, expenses, liabilities,
suits, penalties, claims and damages (including attorney fees) arising from or
relating to such lien. After Tenant's receipt of notice or actual knowledge of
the placing of any lien or encumbrance against the Demised Premises, Tenant
shall immediately give Landlord written notice thereof. Tenant shall within ten
(10) days therefrom remove such lien by payment.
If Tenant shall fail to discharge such mechanic's lien within such period,
then, in addition to any other right or remedy of Landlord, Landlord may, but
shall not be obligated to, discharge the same by paying to the claimant the
amount claimed to be due by procuring the discharge of such lien as to the
Demised Premises by deposit in the court having jurisdiction of such lien, a
cash sum sufficient to secure the discharge of the same, or by the deposit of a
bond or other security with such court sufficient in form, content and amount to
procure the discharge of such lien, or in such other manner as is now or may in
the future be provided by present or future law or the discharge of such lien as
a lien against the Demised Premises. Any amount paid by Landlord, or the value
of any deposit so made by Landlord, together with all costs, fees and
21
expenses in connection therewith (including attorneys' fees of Landlord),
together with interest thereon at the Default Rate, shall be Additional Rent
payable on demand by Landlord.
26. Interest. Base Rent, Additional Rent and any other amounts due
Landlord hereunder, if not paid when due, and any other charges payable by
Tenant hereunder not paid when due, including any charges, expenses, liabilities
or fees in connection with a default by Tenant, shall accrue interest (the
"Default Rate") at the greater of (a) the rate of prime (as published in the
Wall Street Journal) plus two percent (2%) per annum or, so long as the Notes
are outstanding, (b) the default rate set forth in the Note Agreement from the
due date until paid, and to be paid to Landlord by Tenant upon demand.
27. Inspections. Landlord, its agents, employees, contractors, lenders
or prospective lenders, may, after providing Tenant with at least twenty-four
(24) hours prior notice except in an emergency situation, enter the Demised
Premises during business hours (except in an emergency situation), to (a)
exhibit the Demised Premises to prospective purchasers or lenders and perform
due diligence in connection therewith; (b) inspect the Demised Premises to see
that Tenant is complying with its obligations hereunder; and (c) exhibit the
Demised Premises during the last twelve (12) months of the term to prospective
tenants.
28. Transfer of Landlord's Interest. Tenant acknowledges that Landlord
has the right to transfer its interest in the Demised Premises without the
consent of Tenant and in this Lease, and Tenant agrees that in the event of any
such transfer Landlord shall automatically be released from all liability under
this Lease and Tenant agrees to look solely to such transferee for the
performance of Landlord's obligations hereunder; provided, however, any such
transferee shall be deemed to have assumed the obligations of Landlord hereunder
subject to the conditions and limitations herein contained. Tenant agrees to
look solely to Landlord's interest in the Demised Premises for the recovery of
any judgment from Landlord, it being agreed that Landlord, or if Landlord is a
partnership, its partners whether general or limited, or if Landlord is a
corporation, its directors, officers or shareholders, or if Landlord is a
limited liability company, its members or managers, shall never be personally
liable for such judgment.
29. Indemnity.
---------
A. To the fullest extent allowed by law, Tenant shall at all times
indemnify, defend and hold harmless Landlord and any person claiming by or
through Landlord from and against any and all claims by or on behalf of any
person, firm or corporation, arising from the conduct or management of the
Demised Premises, or from any work or things whatsoever done in or about the
Demised Premises, and will further indemnify, defend and hold Landlord and any
person claiming by or through Landlord harmless against and from any and all
claims arising during the term of this Lease, or arising from any breach or
default on the part of Tenant in the performance of any covenant or agreement on
the part of Tenant to be performed, pursuant to the terms of this Lease, or
arising from, any act or negligence of Tenant, its agents, servants, employees
or licensees, or arising from any accident, injury or damage whatsoever caused
to any person, firm or corporation occurring during the term of this Lease, in
or about the Demised Premises or upon the sidewalk and the land adjacent
thereto, and from and against all costs, attorneys' fees,
22
expenses and liabilities incurred in or about any such claim or action or
proceeding brought thereon; and in case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant, upon notice from Landlord,
covenants to defend such action or proceeding by counsel reasonably satisfactory
to Landlord.
B. Landlord shall protect, indemnify and hold Tenant harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorneys' fees) incurred by reason of: (a) any damage to any property or any
injury to any person occurring in or on the Demised Premises to the extent that
such injury or damage shall be caused by the gross negligence or willful
misconduct of Landlord or its agents, servants or employees; provided, however,
that such indemnification shall be limited to the extent of the sum of: (i)
amounts of insurance proceeds recovered by Landlord under insurance policies
carried by Landlord for such injury or damage, after deductibles, or insurance
proceeds that would have been received in the event Landlord had not elected to
self-insure, and (ii) the deductible amounts for such claims under such
insurance policies.
The provisions of this paragraph shall survive the termination of this
Lease with respect to any claims or liability occurring prior to such
termination.
30. Modification of Lease. The terms, covenants and conditions of this
Lease may not be changed orally but only by an instrument in writing signed by
Landlord and Tenant and consented to by mortgagee. The failure of either party
hereto to insist in any one or more cases upon the strict performance of any
term, covenant or condition of this Lease to be performed or observed by the
other party hereto shall not constitute a waiver of relinquishment for the
future of any such term, covenant or condition.
31. Choice of Law and Interpretation. This Lease shall be governed by
the internal law of the State of Illinois, without considering such state's
choice of law rules, except that any possessory action by Landlord in respect of
the Demised Premises shall be governed by the internal laws of the state in
which the Demised Premises is situated, without considering such state's choice
of law rules.
32. Independent Covenant; Net Lease. It is the express intent of
Landlord and Tenant that (a) the obligations of Landlord and Tenant hereunder
shall be separate and independent covenants and agreements and that the Base
Rent and Additional Rent, and all other charges and sums payable by Tenant
hereunder, shall commence at the times provided herein and shall continue to be
payable in all events; (b) all costs or expenses of whatsoever character or
kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and
of every kind and nature whatsoever that may be necessary or required in and
about the Demised Premises, or any portion thereof, and Tenant's possession or
authorized use thereof during the term of this Lease, shall be paid by Tenant
and all provisions of this Lease are to be interpreted and construed in light of
the intention expressed in this paragraph; (c) the Base Rent shall be absolutely
net to Landlord so that this Lease shall yield net to Landlord the Base Rent
during the term of this Lease; (d) all Impositions, insurance premiums, utility
expenses, repair and maintenance expenses, and all other costs, fees, interest,
charges, expenses, reimbursements and obligations of
23
every kind and nature whatsoever relating to the Demised Premises, or any
portion thereof, which may arise or become due during the term of this Lease, or
any extension or renewal thereof, shall be paid or discharged by Tenant as
"Additional Rent."
33. Entry by Landlord. Tenant agrees to permit Landlord or Landlord's
mortgagee and authorized representatives of Landlord or Landlord's mortgagee to
enter upon the Demised Premises at all reasonable times during ordinary business
hours for the purpose of inspecting the same and making any necessary repairs to
comply with any laws, ordinances, rules, regulations or requirements of any
public body, or the Board of Fire Underwriters, or any similar body. Nothing
herein contained shall imply any duty upon the part of Landlord to do any such
work which, under any provision of this Lease, Tenant may be required to perform
and the performance thereof by Landlord shall not constitute a waiver of
Tenant's default in failing to perform the same. Landlord may, during the
progress of any work, keep and store upon the Demised Premises all necessary
materials, tools and equipment. Landlord shall not in any event be liable for
inconvenience, annoyance, disturbance, loss of business or other damage to
Tenant by reason of making repairs or the performance of any work in or about
the Demised Premises, or on account of bringing material, supplies and equipment
into, upon or through the Demised Premises during the course thereof, and the
obligations of Tenant under this Lease shall not be thereby affected in any
manner whatsoever.
34. Survival of Obligations. All obligations of Tenant hereunder not
fully performed as of the expiration or earlier termination of the term of this
Lease shall survive the expiration or earlier termination of the term hereof.
35. Option to Purchase Demised Premises.
-----------------------------------
Tenant (but not any subtenant or assignee of Tenant) shall have the option
to purchase the Demised Premises (the "Option") as hereinafter provided.
A. Tenant shall have the option to purchase the Demised Premises at an
option price (the "Option Price") equal to the greater of (x) the then
outstanding principal amount of the Notes plus accrued interest thereon through
the date of purchase of the Demised Premises together with the Make Whole
Amount, if any or (y) the fair market value of the Demised Premises. Tenant may
only exercise the Option if the Lease is in full force and effect and no
defaults or Events of Default exist at the time Tenant notifies Landlord of the
exercise of the Option and at the time set for closing of the Option. Tenant
shall signify its intent to exercise the Option by delivering to Landlord its
written notice of its exercise of the Option, not later than 60 days prior to
the date stated in such notice as the closing date for such Option (the
"Notice").
B. "Fair Market Value" shall be determined by mutual agreement of
Landlord and Tenant prior to the delivery of any Notice or if they have not so
agreed at the time of delivery of any such Notice, Fair Market Value shall be
determined by appraisal as provided herein.
(i) Either party may, by notice to the other, appoint a
disinterested appraiser. Within 10 days after the service of such notice,
the other party may in like manner
24
appoint a disinterested appraiser and give notice thereof to the party
appointing the first appraiser. In case of the failure of the other party
so to appoint a second appraiser, the first appraiser shall be the sole
appraiser and shall determine the Fair Market Value. If two appraisers are
so appointed by the parties, they shall promptly attempt to determine the
Fair Market Value. If the two appraisers are unable to agree on the Fair
Market Value within 20 days after the second appraiser has been appointed,
they shall select and appoint in writing a third disinterested appraiser
and give notice thereof to both parties.
(ii) Within 15 days after the selection and appointment of the third
appraiser, the three appraisers shall meet and attempt to determine the
Fair Market Value. The decision of a majority of the appraisers shall
determine the Fair Market Value. If a majority of the three appraisers are
unable to agree on the Fair Market Value within said 15-day period, the
three appraisers each shall promptly prepare an appraisal of the Fair
Market Value and the three appraisals shall be added together and their
total being divided by three with the resulting quotient being the Fair
Market Value. If, however, the low appraisal and/or high appraisal varies
by more than ten percent (10%) from the middle appraisal, the appraisal or
appraisals so varying shall be disregarded. If only one appraisal is
disregarded, the remaining appraisals shall be added together and their
total divided by two with the resulting quotient being the Fair Market
Value. If both the low appraisal and the high appraisal are disregarded,
the middle appraisal shall establish the Fair Market Value.
(iii) Each of the parties shall pay for its own appraiser's fees and
the parties will each pay half of the fees of the third appraiser and all
other costs of appraisals.
(iv) To be qualified to act as an appraiser under this paragraph, a
person must be a member of the American Institute of Real Estate
Appraisers (or if such institute is not in existence at the time in
question, a member of successor or similar organization) and must have
minimum of 10 years recent experience in real estate appraisal
specializing in commercial office buildings in the Orlando, Florida area.
(v) After the Fair Market Value has been determined, the appraisers
shall immediately notify the parties and the closing on the sale shall
occur on the next rent payment date not less than 60 days from the date of
such notification.
C. Upon the date fixed for any purchase, Tenant shall pay to Landlord, in
lawful money of the Untied States, by wire transfer of immediately available
funds or as otherwise directed by Landlord, the purchase price therefor
specified herein together with all Base Rent, Additional Rent and other sums
then due and payable hereunder to and including such date of purchase, and
Landlord shall deliver to Tenant a special warranty deed, and any other
instruments reasonably necessary to convey the title thereto and to assign any
other property then required to be assigned pursuant hereto. Tenant shall pay
all charges incident to such conveyance and assignment, including reasonable
counsel fees, escrow fees, recording fees, title insurance premiums and all
applicable taxes that may be imposed by reason of such conveyance and assignment
and the delivery of said deed and other instruments.
25
36. No Merger. There shall be no merger of this Lease or the leasehold
estate created hereby with the fee estate in the Land and Demised Premises by
reason that the same person or entity may acquire, hold or own such estates
directly or indirectly.
26
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as
of the day and year first above written.
LANDLORD:
▇▇▇▇▇▇ PROPERTIES IV LLC
By:/s/ ▇.▇. ▇▇▇▇▇▇▇▇ III
-----------------------------------------------
Title: Authorized Signatory
-------------------------------------------
TENANT:
▇▇▇▇▇▇ ASSOCIATES LLC
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
Title: Chief Administrative Officer
-------------------------------------------
27
EXHIBIT A
Legal Description
See Attached
PIN: 15-22-31-1218-31010
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
PARCEL "A"
▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ SECTION IV, according to the plat
thereof, as recorded in Plat Book 28, Pages 65 through 72, less and except:
A portion of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ RESEARCH PARK SECTION -
IV as recorded in Plat Book 28, Pages 65 through 72 of the Public
Records of Orange County, Florida, being more particularly described as
follows: Begin at the Northeast corner of Block 31, Lot 1 of the
aforementioned Plat; thence run South 00 degrees 12 minutes 10 seconds
East along the East line of Block 31, Lot 1, said line also being the
West line of ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ FIFTH
ADDITION as recorded in Plat Book "U", Page 85 of the Public Records of
Orange County, Florida, a distance of 1545.27 feet; thence leaving said
line run South 89 degrees 47 minutes 50 seconds West 301.20 feet;
thence North 02 degrees 14 minutes 43 seconds West 541.72 feet to the
point of curvature of a curve concave southwesterly having a radius of
670.00 feet; thence Northwesterly along the arc of said curve, through
a central angle of 67 degrees 27 minutes 28 seconds a distance of
706.42 feet to a point of reverse curvatura of a curve concave
Northeasterly having a radius of 670.00 feet; thence Northwesterly
along the arc of said curve, through a central angle of 30 degrees 27
minutes 33 seconds a distance of 356.18 feet to a point on said curve,
said point also being on the North line of Block 31, Lot 1, said line
also being the South line of ▇▇▇ ▇ - ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ RESEARCH
PARK SECTION - 111 as recorded in Plat Book 19, Pages 24. through 28 of
the Public Records of Orange County, Florida; thence run North 75
degrees 17 minutes 11 seconds East along said line a distance of
1028.57 feet to the Point of Beginning.
and less and except
A portion of Block 31, Lot 1 of Central Florida Research Park Section - IV as
recorded in Plat Book 28, Pages 65 thru 72 of the Public Records of Orange
County, Florida, more particularly described as follows:
Beginning at the Southeast corner of Block 31, Lot 1 of the
aforementioned plat, thence run N. 88(degree)13'34"W. along the North
line of the South 1/2, of the Southwest 1/4 of Section 14, Township 22
South, Range 31 East and the South line of Block 31, Lot 1 a distance
of 1362.63 feet to the Southwest corner of Block 31, Lot 1; thence
leaving said South line run N 17(degree)10'35"W. along the West line of
Block 31, Lot 1 a distance of 252.64 feet; thence leaving said West
line run N. 62(degree)33'16"E. 1164.08 feet to a point on a curve
concave Northwesterly having a radius of 0.00 feet; thence from a chord
bearing of S.86(degree)59'09" E run Easterly along the arc of said
curve; through a central angle of 190(degree)31'09" a distance of
166.26 feet to the point of tangency of said curve; thence leaving said
curve run N. 89(degree)47'50" E 301.20 feet to a point on the East line
of Block 31, Lot 1, lying 1545.27 feet Southerly of the Northeast
corner of said Block 31, Lot 1 said line also being the West line of
▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fifth
Addition as recorded in Plat Book "U" Page 85 of the Public Records of
Orange County, Florida; thence Run S.00(degree)12'10" E along said West
line of ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ a distance of
815.92 feet to the point of beginning.
Together with
"Together with those non-exclusive easement rights granted to Owners of
Sites pursuant to that certain Declaration of Covenants, Conditions,
Restrictions, Reservations and Easements as recorded in Official
Records Book 3296, Page 1248; First Amendment filed November 12, 1982
in Official Records Book 3326, Page 302; Second Amendment filed
December 17, 1982 in Official Records Book 3334, Page 466; Third
Amendment filed September 28, 1983 in Official Records Book 3423, Page
2491; Amended and Restated Restrictions filed January 31, 1985 in
Official Records Book 3602, Page 2270; Second Amended and Restated
Restrictions filed March 11, 1987 in Official Records Book 3867, Page
4373; Third Amended and Restated Restrictions filed June 7, 1991 in
Official Records Book 4294, Page 3790; First Amendment to Third Amended
and Restated Restrictions filed February 4, 1993 in Official Records
Book 4521, page 1093; Second Amendment to Third Amended and Restated
Restrictions filed August 18, 1994 in official Records Book 4784, Page
4268; Joinder to Third Amendment to Third Amended and Restated
Restrictions filed March 29, 1996 in Official Records Book 5033, Page
3839; Waiver of "Right or First Offer" filed February 29, 1996 in
Official Records Book 5020, Page 664, Public Records of Orange County,
Florida, including without limitation a non-exclusive easement for
ingress and egress and road purposes over Research Parkway, Discovery
Drive, Progress Drive, Technology Parkway, Science Drive, Ingenuity
Drive, and Challenger Parkway, subject to the terms set forth herein."
PARCEL "B"
That portion of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ SECTION IV,
according to the plat thereof, as recorded in Plat Book 28, Pages 65 through 72,
further described as:
A portion of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ RESEARCH PARK SECTION -
IV as recorded in Plat Book 28, Pages 65 through 72 of the Public
Records of Orange County, Florida, being more particularly described as
follows: Begin at the Northeast corner of Block 31, Lot 1 of the
aforementioned Plat; thence run South 00 degrees 12 minutes 10 seconds
East along the East line of Block 31, Lot 1, said line also being the
West line of ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ FIFTH
ADDITION as recorded in Plat Book "U", Page 85 of the Public Records of
Orange County, Florida, a distance of 1545.27 feet; thence leaving said
line run South 89 degrees 47 minutes 50 seconds West 301.20 feet;
thence North 02 degrees 14 minutes 43 seconds West 541.72 feet to the
point of curvature of a curve concave Southwesterly having a radius of
600.00 feet; thence Northwesterly along the arc of said curve, through
a central angle of 67 degrees 27 minutes 28 seconds a distance of
706.42 feet to a point of reverse curvature of a curve concave
Northeasterly having a radius of 670.00 feet; thence Northwesterly
along the arc of said curve, through a central angle of 30 degrees 27
minutes 33 seconds a distance of 356.18 feet to a point on said curve,
said point also being on the North line of Block 31, Lot 1, said line
also being the South line of ▇▇▇ ▇ - ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ RESEARCH
PARK SECTION - 111 as recorded in Plot Book 19, Pages 24 through 28 of
the public Records of Orange County, Florida; thence run North 75
degrees 17 minutes 11 seconds East along said line a distance of
1028.57 feet to the Point of Beginning.
AND
A portion of Block 31, Lot 1 of Central Florida Research Park Section - IV as
recorded in Plat Book 28, Pages 65 thru 72 of the Public Records of Orange
County, Florida, being more particularly described as follows:
Beginning at the Southeast corner of Block 31, Lot 1 of the
aforementioned plat, thence run N 88(degree)13'34"W. along the North
line of the South 1/2, of the Southwest 1/4 of Section 14, Township 22
South, Range 31 East and the South line of Block 31, Lot 1 a distance
of 1362.63 feet to the Southwest corner of Block 31; Lot l; thence
leaving said South line run N 17(degree)10'35"W along the West line of
Block 31, Lot 1 a distance of 252.64 feet; thence leaving said West
line run N 62(degree)33'16"E 1164.08 feet to a point on a curve concave
Northwesterly having a radius of 56.00 feet; thence from a chord
bearing of S 86(degree)59'09"E run Easterly along the arc of said
curve; through a central angle of 190(degree)31'09" a distance of
166.26 feet to the point of tangency of said curve; thence leaving said
curve run N. 89(degree)47'50" E 301.20 feet to a point on the East line
of Block 31, Lot 1, lying 1545.27 feet Southerly of the Northeast
corner of said Block 31, Lot 1 said line
also being the West line of ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fifth
Addition as recorded in Plat Book "U" Page 85 of the Public Records of
Orange County, Florida; thence Run S 00(degree)12'10"E along said West
line of ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ a distance of
815.92 feet to the point of beginning.
AND
▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ SECTION III, according
to the plat thereof, as recorded in Plat Book 19, Pages 24 through 28,
Public Records of Orange County, Florida.
"Together with those non-exclusive easement rights granted to Owners of
Sites pursuant to that certain Declaration of Covenants, Conditions,
Restrictions, Reservations and Easements as recorded in Official
Records Book 3296, Page 1248; First Amendment filed November 12,
1982-in Official Records Book 3326, Page 302; Second Amendment. filed
December 17, 1982 in Official Records Book 3334, Page 466; Third
Amendment filed September 28, 1983 in Official Records Book 3423, Page
2491; Amended and Restated Restrictions filed January 31, 1985 in
Official Records Book 3602, Page 2270; Second Amended and Restated
Restrictions filed March 11, 1987 in Official Records Book 3867, Page
4373; Third Amended and Restated Restrictions filed June 7, 1991 in
Official Records Book 4294, Page 3790; First Amendment to Third Amended
and Restated Restrictions filed February 4, 1993 in Official Records
Book 4521, Page 1093; Second Amendment to Third Amended and Restated
Restrictions filed August 18, 1994 in Official Records Book 4784, Page
4268; Joinder to Third Amendment to Third Amended and Restated
Restrictions filed March 29, 1996 in Official Records Book 5033, Page
3839; Waiver of "Right of First Offer" filed February 29, 1996 in
Official Records Book 5020, Page 664, Public Records of Orange County,
Florida, including without limitation a non-exclusive easement for
ingress and egress and road purposes over Research Parkway, Discovery
Drive, Progress Drive, Technology Parkway, Science Drive, Ingenuity
Drive, and Challenger Parkway, subject to the terms set forth herein."
OVERALL PARCEL
▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Research Park Section III as recorded in Plat
Book 19, Pages 24 through 28 of the Public Records of Orange County, Florida,
and ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Section IV, as recorded in
Plat Book 28, Pages 5 through 72 of the Public Records of Orange County,
Florida, being more particularly described as follows:
Beginning at the Northeast corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇(▇▇▇▇▇▇)▇▇'▇▇" ▇▇▇▇ along the East line of said Lot 4, said line also being
the West line of Papa Lake Estates, Fifth Addition as recorded in plat Book "U",
Page 85 of the Public Records of Orange County, Florida, a distance of 551.19
feet to the Southeast corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ also being the
Northeast corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Section
IV; thence continue South 00(degree)12'10" East along the East line of said Lot
1, said line also being the West line of Palm Lake Estates Fifth Addition as
recorded in Plat Book "U", Page 85 of the Public Records of Orange County,
Florida, a distance of 2361.19 feet to the Southeast corner of said Lot 1;
thence North 88(degree)13'04" West along the South line of Said Lot 1 a distance
of 1362.64 feet to the Southwest corner of said Lot 1; thence North
17(degree)10'35" West along the Westerly line of said Lot 1, a distance of
2174.27 feet to the Northwesterly corner of said Lot 1, said corner also being a
point on a curve, concave Northwesterly, having a radius of 1296.47 feet; thence
from a chord bearing of North 75(degree)13'34" East, run Easterly along the arc
of said curve and the Northerly line of said Lot 1 through a central angle of
09(degree)12'49" a distance of 208.48 feet to the Point of Tangency; thence
continuing along the Northerly line of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇(▇▇▇▇▇▇)▇▇'▇▇" ▇▇▇▇,
a distance of 564.24 feet to the point of curvature of a curve, concave
Southwesterly and having a radius of 46.00 feet; thence Southeasterly along the
arc of said curve and the perimeter of said Lot 1, through a central angle of
90(degree)00'0", a distance of 72.26 feet to the Point of Tangency; thence South
19(degree)22'51" East, along the perimeter of said Lot l, a distance of 60.00
feet to the point of curvature of a curve concave Northeasterly and having a
radius of 750.00 feet; thence Southeasterly along the arc of said curve and the
perimeter of said Lot 1, through a central angle of 17(degree)06'12" a distance
of 223.88 feet; thence departing said curve, North 75(degree)17'11" East, a
distance of 86.98 feet to the Southwest corner of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, said
corner also being a point on a curve, concave Northeasterly and having a radius
of 670.00 feet; thence Northwesterly along the arc of said curve and the
Westerly line of said Lot 4, through a central angle of 19(degree)51'48", a
distance of 232.27 feet to the Point of Tangency, thence North 19(degree)22'51"
East, along the Westerly line of said Lot 4, a distance of 160.00 feet to the
Northwest corner of said Lot 4; thence North 68(degree)21'20" East, along the
North line of said Lot 4, a distance of 1247.06 feet to the POINT OF BEGINNING.
EXHIBIT B
Site Plan
[chart]
EXHIBIT C
Description of Plans, Specifications
and Construction Contracts
None
EXHIBIT D
Schedule of Rents
▇▇▇▇▇▇ PROPERTIES IV LLC
MORTGAGE STYLE AMORTIZATION SCHEDULE
PRINCIPAL $30,00,000 ORLANDO FLORIDA
ANNUAL INTEREST 7.13%
PAYMENT PER PERIOD $ 234,936 $30,000,000
PERIODS PER YEAR 12
TERM (PERIODS) 240
AVERAGE LIFE (PERIODS) 13.17
DURATION (PERIODS) 97.65
--------------------------------------------------------------------------------------------------------------------------
YEAR
PMT APPLIED TO: NEW PRESENT WEIGHT
DATE PMT INTEREST PRINCIPAL BALANCE PAYMENT VALUE PROPORTION DURATION PRINCIPAL
--------------------------------------------------------------------------------------------------------------------------
May-99 0 30,000,000
May-99 1 89,125 - 30.000,000 89,125 88,861 0.0030 0.0030 -
Jun-99 2 178,250 - 30,000,000 178,250 176,673 0.0059 0.0118 -
Jul-99 3 178,250 - 30,000,000 178,250 175,630 0.0059 0.0176 -
Aug-99 4 178,250 - 30,000,000 178,250 174,592 0.0058 0.0233 -
Sep-99 5 178,250 - 30,000,000 178,250 173,561 0.0058 0.0289 -
Oct-99 6 178,250 - 30,000,000 178,250 172,536 0.0058 0.0345 -
Nov-99 7 178,250 - 30,000,000 178,250 171,517 0.0057 0.0400 -
Dec-99 8 178,250 - 30,000,000 178,250 170,504 0.0057 0.0455 -
Jan-00 9 178,250 - 30,000,000 178,250 169,497 0.0056 0.0508 -
Feb-00 10 178,250 - 30,000,000 178,250 168,495 0.0056 0.0562 -
Mar-00 11 178,250 56,686 29,943,314 234,936 220,768 0.0074 0.0809 623,551
Apr-00 12 177,913 57,023 29,886,290 234,936 219,464 0.0073 0.0878 684,279
May-00 13 177,574 57,362 29,828,928 234,936 218,168 0.0073 0.0945 745,707
Jun-00 14 177,234 57,703 29,771,225 234,936 216,879 0.0072 0.1012 807,840
Jul-00 15 176,891 58,046 29,713,180 234,936 215,598 0.0072 0.1078 870,686
Aug-00 16 176,546 58,391 29,654,789 234,936 214,325 0.0071 0.1143 934,250
Sep-00 17 176,199 58,738 29,596,052 234,936 213,059 0.0071 0.1207 998,538
Oct-00 18 175,850 59,087 29,536,965 234,936 211,800 0.0071 0.1271 1,063,558
Nov-00 19 175,499 59,438 29,477,527 234,936 210,549 0.0070 0.1333 1,129,315
Dec-00 20 175,146 59,791 29,417,737 234,936 209,306 0.0070 0.1395 1,195,815
Jan-01 21 174,790 60,146 29,357,591 234,936 208,069 0.0069 0.1456 1,263,067
Feb-0l 22 174,433 60,503 29,297,087 234,936 206,840 0.0069 0.1517 1,331,075
Mar-01 23 174,074 60,863 29,236,224 234,936 205,619 0.0069 0.1576 1,399,846
Apr-01 24 173,712 61,225 29,175,000 234,936 204,404 0.0068 0.1635 1,469,388
May-0l 25 173,348 61,588 29,113,412 234,936 203,197 0.0068 0.1693 1,539,707
Jun-01 26 172,982 61,954 29,051,457 234,936 201,997 0.0067 0.1751 1,610,810
Jul-01 27 172,614 62,322 28,989,135 234,936 200,803 0.0067 0.1807 1,682,703
Aug-01 28 172,244 62,693 28,926,442 234,936 199,617 0.0067 0.1863 1,755,394
Sep-01 29 171,871 63,065 28,863,377 234,936 198,438 0.0066 0.1918 1,828,889
Oct-01 30 171,497 63,440 28,799,937 234,936 197,266 0.0066 0.1973 1,903,196
Nov-01 31 171,120 63,817 28,736,121 234,936 196,101 0.0065 0.2026 1,978,320
Dec-01 32 170,740 64,196 28,671,925 234,936 194,943 0.0065 0.2079 2,054,271
Jan-02 33 170,359 64,577 28,607,347 234,936 193,791 0.0065 0.2132 2,131,054
Feb-02 34 169,975 64,961 28,542,386 234,936 192,647 0.0064 0.2183 2,208,677
Mar-02 35 169,589 65,347 28,477,039 234,936 191,509 0.0064 0.2234 2,287,148
Apr-02 36 169,201 65,735 28,411,304 234,936 190,378 0.0063 0.2285 2,366,472
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
May-02 37 168,810 66,126 28,345,178 234,936 189,253 0.0063 0.2334 2,446,659
Jun-02 38 168,418 66,519 28,278,659 234,936 188,135 0.0063 0.2383 2,527,715
Jul-02 39 168,022 66,914 28,211,745 234,936 187,024 0.0062 0.2431 2,609,648
Aug-02 40 167,625 67,312 28,144,433 234,936 185,919 0.0062 0.2479 2,692,465
Sep-02 41 167,225 67,712 28,076,722 234,936 184,821 0.0062 0.2526 2,776,175
Oct-02 42 166,823 68,114 28,008,608 234,936 183,730 0.0061 0.2572 2,860,784
Nov-02 43 166,418 68,519 27,940,089 234,936 182,644 0.0061 0.2618 2,946,300
Dec-02 44 166,011 68,926 27,871,163 234,936 181,566 0.0061 0.2663 3,032,732
Jan-03 45 165,601 69,335 27,801,828 234,936 180,493 0.0060 0.2707 3,120,086
Feb-03 46 165,189 69,747 27,732,081 234,936 179,427 0.0060 0.2751 3,208,372
Mar-03 47 164,775 70,162 27,661,919 234,936 178,367 0.0059 0.2794 3,297,597
Apr-03 48 164,358 70.579 27,591,341 234,936 177,314 0.0059 0.2837 3,387,769
May-03 49 163,939 70,998 27,520,343 234,936 176,266 0.0059 0.2879 3,478,895
Jun-03 50 163,517 71,420 27,448,923 234,936 175,225 0.0058 0.2920 3,570,986
Jul-03 51 163,092 71,844 27,377,079 234,936 174,190 0.0058 0.2961 3,664,047
Aug-03 52 162,665 72,271 27,304.808 234,936 173,161 0.0058 0.3001 3,758,089
Sep-03 53 162,236 72,700 27,232.108 234.936 172,139 0.0057 0.3041 3,853,118
Oct-03 54 161,804 73,132 27,158,976 234,936 171,122 0.0057 0.3080 3,949,145
Nov-03 55 161,370 73,567 27,085,409 234,936 170,111 0.0057 0.3119 4,046,176
Dec-03 56 160,932 74,004 27,011,405 234,936 169,106 0.0056 0.3157 4,144,221
Jan-04 57 160,493 74,444 26,936.961 234,936 168,108 0.0056 0.3194 4,243,288
Feb-04 58 160,050 74,886 26,862.075 234,936 167,115 0.0056 0.3231 4,343,386
Mar-04 59 159,605 75,331 26,786,744 234,936 166,128 0.0055 0.3267 4,444,524
Apr-04 60 159,158 75,779 26,710,966 234,936 165,146 0.0055 0.3303 4,546,711
May-04 61 158,708 76,229 26,634,737 234,936 164,171 0.0055 0.3338 4,649,954
Jun-04 62 158,255 76,682 26,558.055 234,936 163,201 0.0054 0.3373 4,754,265
Jul-04 63 157,799 77,137 26,480,918 234,936 162,237 0.0054 0.3407 4,859,650
Aug-04 64 157,341 77,596 26,403,322 234,936 161,279 0.0054 0.3441 4,966,120
Sep-04 65 156,880 78,057 26,325,266 234,936 160,326 0.0053 0.3474 5,073,684
Oct-04 66 156,416 78,520 26,246,745 234,936 159,379 0.0053 0.3506 5,182,351
Nov-04 67 155,949 78,987 26,167,758 234,936 158,438 0.0053 0.3538 5,292,129
Dec-04 68 155,480 79,456 26,088,302 234,936 157,502 0.0053 0.3570 5,403,030
Jan-05 69 155,008 79,928 26,008,373 234,936 156,572 0.0052 0.3601 5,515,061
Feb-05 70 154,533 80,403 25,927,970 234,936 155,647 0.0052 0.3632 5,628,233
Mar-05 71 154,055 80,881 25,847,089 234,936 154,728 0.0052 0.3662 5,742,555
Apr-05 72 153,575 81,362 25,765,727 234,936 153,814 0.0051 0.3692 5,858,037
May-05 73 153,091 81,845 25,683,882 234,936 152,905 0.0051 0.3721 5,974,689
Jun-05 74 152,605 82,331 25,601,551 234,936 152,002 0.0051 0.3749 6,092,520
Jul-05 75 152,116 82,821 25,518,731 234,936 151,104 0.0050 0.3778 6.211,540
Aug-05 76 151,624 83,313 25,435,418 234,936 150,212 0.0050 0.3805 6,331,760
Sep-05 77 151,129 83,808 25,351,610 234,936 149,325 0.0050 0.3833 6,453,188
Oct-05 78 150,631 84,306 25,267,305 234,936 148,443 0.0049 0.3859 6,575,837
Nov-05 79 150,130 84,807 25,182,498 234,936 147,566 0.0049 0.3886 6,699,715
Dec-05 80 149,626 85,310 25,097,188 234,936 146,694 0.0049 0.3912 6,824,833
Jan-06 81 149,119 85,817 25,011,370 234,936 145,828 0.0049 0.3937 6,951,201
Feb-06 82 148,609 86,327 24,925,043 234,936 144,966 0.0048 0.3962 7,078,830
Mar-06 83 148,096 86,840 24,838,203 234,936 144,110 0.0048 0.3987 7,207,730
Apr-06 84 147,580 87,356 24,750,847 234,936 143,259 0,0048 0.4011 7,337,912
May-06 85 147,061 87,875 24,662,972 234,936 142,413 0.0047 0.4035 7,469,386
Jun-06 86 146,539 88,397 24,574,575 234,936 141,572 0.0047 0.4058 7,602,164
Jul-06 87 146,014 88,922 24,485,652 234,936 140,735 0.0047 0.4081 7,736,256
Aug-06 88 145,486 89,451 243,201 234,936 139,904 0.0047 0.4104 7,871,673
Sep-06 89 144,954 89,982 24,306,219 234,936 139,078 0.0046 0.4126 8,008,426
Oct-06 90 144,419 90,517 24,215,702 234,936 138,256 0.0046 0.4148 8,146,527
Nov-06 91 143,882 91,055 24,124,647 234,936 137,440 0.0046 0.4169 8,285,986
Dec-06 92 143,341 91,596 24,033,051 234,936 136,628 0.0046 0.4190 8,426,814
Jan-07 93 142,796 92,140 23,940,911 234,936 135,821 0.0045 0.4210 8,569,023
Feb-07 94 142,249 92,688 23,848,224 234,936 135,019 0.0045 0.4231 8,712,625
Mar-07 95 141,698 93,238 23,754,986 234,936 134,221 0.0045 0.4250 8,857,631
Apr-07 96 141,144 93,792 23,661,193 234,936 133,428 0.0044 0.4270 9,004,052
May-07 97 140,587 94,349 23,566,844 234,936 132,640 0.0044 0.4289 9,151,901
Jun-07 98 140,026 94,910 23,471,934 234,936 131,857 0.0044 0.4307 9,301,188
--------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Jul-07 99 139,462 95,474 23,376,460 234,936 131,078 0.0044 0.4326 9,451,927
Aug-07 100 138,895 96,041 23,280,419 234,936 130,304 0.0043 0.4343 9,604,128
Sep-07 101 138,324 96,612 23,183,807 234,936 129,534 0.0043 0.4361 9,757,805
Oct-07 102 137,750 97,186 23,086,621 234,936 128,769 0.0043 0.4378 9,912,968
Nov-07 103 137,173 97,763 22,988,857 234,936 128,008 0.0043 0.4395 10,069,631
Dec-07 104 136,592 98.344 22,890,513 234,936 127,252 0.0042 0.4411 10,227,806
Jan-08 105 136,008 98,929 22,791,584 234,936 126,501 0.0042 0.4428 10,387,505
Feb-08 106 135,420 99,516 22,692,068 234,936 125,754 0.0042 0.4443 10,548,740
Mar-08 107 134,829 100,108 22,591,960 234,936 125,011 0.0042 0.4459 10,711,525
Apr-08 108 134,234 100,703 22,491,258 234,936 124,272 0.0041 0.4474 10,875,872
May-08 109 133,636 101,301 22,389,957 234,936 123,538 0.0041 0.4489 11,041,794
Jun-08 110 133,034 101,903 22,288,054 234,936 122,809 0.0041 0.4503 11,209,303
Jul-08 111 132,428 102,508 22,185,546 234,936 122,083 0.0041 0.4517 11,378,413
Aug-08 112 131,819 103,117 22,082,429 234,936 121,362 0.0040 0.4531 11,549,137
Sep-08 113 131,206 103,730 21,978,699 234,936 120,645 0.0040 0.4544 11,721,488
Oct-08 114 130,590 104,346 21,874,352 234,936 119,933 0.0040 0.4557 11,895,480
Nov-08 115 129,970 104,966 21,769,386 234,936 119,224 0.0040 0.4570 12,071,125
Dec-08 116 129,346 105,590 21,663,796 234,936 118,520 0.0040 0.4583 12,248,438
Jan-09 117 128,719 106,217 21,557,579 234,936 117,820 0.0039 0.4595 12,427,431
Feb-09 118 128,088 106,848 21,450,730 234,936 117,124 0.0039 0.4607 12,608,119
Mar-09 119 127,453 107,483 21,343,247 234,936 116,432 0.0039 0.4618 12,790,516
Apr-09 120 126,814 108,122 21,235,125 234,936 115,745 0.0039 0.4630 12,974,635
May-09 121 126,172 108,764 21,126,361 234,936 115,061 0.0038 0.4641 13,160,490
Jun-09 122 125,526 109,411 21,016,950 234,936 114,381 0.0038 0.4651 13,348,096
Jul-09 123 124,876 110,061 20,906,889 234,936 113,706 0.0038 0.4662 13,537,467
Aug-09 124 124,222 110,715 20,796,175 234,936 113,034 0.0038 0.4672 13,728,617
Sep-09 125 123,564 111,372 20,684,802 234,936 112,367 0.0037 0.4682 13,921,560
Oct-09 126 122,902 112,034 20,572,768 234,936 111,703 0.0037 0.4691 14,116,311
Nov-09 127 122,237 112,700 20,460,068 234,936 111,043 0.0037 0.4701 14,312,886
Dec-09 128 121,567 113,370 20,346,698 234,936 110,387 0.0037 0.4710 14,511,298
Jan-10 129 120,893 114,043 20,232,655 234,936 109,735 0.0037 0.4719 14,711,562
Feb-10 130 120,216 114,721 20,117,935 234,936 109,087 0.0036 0.4727 14,913,694
Mar-10 131 119,534 115,402 20,002,532 234,936 108,443 0.0036 0.4735 15,117,708
Apr-10 132 118,848 116,088 19,886,444 234,936 107,802 0.0036 0.4743 15,323,621
May-10 133 118,159 116,778 19,769,666 234,936 107,165 0.0036 0.4751 15,531,447
Jun-10 134 117,465 117,472 19,652,195 234,936 106,532 0.0036 0.4758 15,741,201
Jul-10 135 116,767 118,170 19,534,025 234,936 105,903 0.0035 0.4766 15,952,899
Aug-10 136 116,065 118,872 19,415,153 234,936 105,278 0.0035 0.4773 16,166,558
Sep-10 137 115,358 119,578 19,295,575 234,936 104,656 0.0035 0.4779 16,382,192
Oct-10 138 114,648 120,289 19,175,287 234,936 104,038 0.0035 0.4786 16,599,818
Nov-10 139 113,933 121,003 19,054,284 234,936 103,423 0.0034 0.4792 16,819,452
Dec-10 140 113,214 121,722 18,932,561 234,936 102,812 0.0034 0.4798 17,041,110
Jan-11 141 112,491 122,445 18,810,116 234,936 102,205 0.0034 0.4804 17,264,808
Feb-11 142 111,763 123,173 18,686,943 234,936 101,601 0.0034 0.4809 17,490,563
Mar-11 143 111,032 123,905 18,563,038 234,936 101,001 0.0034 0.4814 17,718,391
Apr-11 144 110,295 124,641 18.438,397 234,936 100,405 0.0033 0.4819 17,948,309
May-11 145 109,555 125,382 18,313,015 234,936 99,812 0.0033 0.4824 18,180,333
Jun-11 146 108,810 126,127 18,186,889 234,936 99,222 0.0033 0.4829 18,414,481
Jul-11 147 108,060 126,876 18,060,013 234,936 98,636 0.0033 0.4833 18,650,770
Aug-11 148 107,307 127,630 17,932,383 234,936 98,053 0.0033 0.4837 18,889,216
Sep-11 149 106,548 128,388 17,803,995 234,936 97,474 0.0032 0.4841 19,129,838
Oct-11 150 105,785 129,151 17,674,844 234,936 96,899 0.0032 0.4845 19,372,652
Nov-11 151 105,018 129,918 17,544,925 234,936 96,326 0.0032 0.4848 19,617,676
Dec-11 152 104,246 130,690 17,414,235 234,936 95,757 0.0032 0.4852 19,864,928
Jan-12 153 103,470 131,467 17,282,768 234,936 95,192 0.0032 0.4855 20,114,426
Feb-12 154 102,688 132,248 17,150,520 234,936 94,629 0.0032 0.4858 20,366,187
Mar-12 155 101,903 133,034 17,017,487 234,936 94,070 0.0031 0.4860 20,620,230
Apr-12 156 101,112 133,824 16,883,662 234,936 93,515 0.0031 0.4863 20,876,753
May-12 157 100,317 134,619 16,749,043 234,936 92,962 0.0031 0.4865 21,135,234
Jun-12 158 99,517 135,419 16,613,624 234,936 92,413 0.0031 0.4867 21,396,231
Jul-12 159 98,713 136,224 16,477,400 234,936 91,868 0.0031 0.4869 21,659,584
---------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Aug-12 160 97,903 137,033 16,340,397 234,936 91,325 0.0030 0.4871 21,396,231
Sep-12 161 97,089 137,847 16,202,520 234,936 90,785 0.0030 0.4872 21,193,432
Oct-12 162 96,270 138,666 16,063,853 234,936 40,249 0.0030 0.4873 22,463,964
Nov-12 163 95,446 139,490 15,924,363 234,936 89,716 0.0030 0.4875 22,736,928
Dec-12 164 94,617 140,319 15,784,044 234,936 89,186 0.0030 0.4875 23,012,342
Jan-13 165 93,784 141,153 15,642,891 234,936 88,659 0.0030 0.4876 23,290,772
Feb-13 166 92,945 141,992 15,500,899 234,936 88,136 0.0029 0.4877 23,570,601
Mar-13 167 92,101 142,835 15,358,064 234,936 87,615 0.0029 0.4877 23,853,485
Apr-13 168 91,252 143,684 15,214,380 234,936 87,098 0.0029 0.4877 24,138,899
May-13 169 90,399 144,538 15,069,842 234,936 86,583 0.0029 0.4878 24,426,862
Jun-13 170 89,540 145,396 14,924,446 234,936 86,072 0.0029 0.4877 24,717,394
Jul-13 171 88,676 146,260 14,778,186 234,936 85,563 0.0029 0.4877 25,010,517
Aug-13 172 87,807 147,129 14,631,056 234,936 85,058 0.0028 0.4877 25,306;251
Sep-13 173 86,933 148,004 14,483,053 234,936 84,556 0.0028 0.4876 25,604,615
Oct-13 174 86,053 148,883 14,334,170 234,936 84,056 0.0028 0.4875 25,905,633
Nov-13 175 85,169 149,768 14,184,402 234,936 83,560 0.0028 0.4874 26,209,323
Dec-13 176 84,279 150,657 14,033,745 234,936 83,066 0.0028 0.4873 26,515,707
Jan-14 177 83,384 151,553 13,882,192 234,936 82,576 0.0028 0.4872 26,824,807
Feb-14 178 82,483 152,453 13,729,739 234,936 82,088 0.0027 0.4871 27,136,644
Mar-14 179 81,578 153,359 13,576,380 234,936 81,603 0.0027 0.4869 27,451,240
Apr-14 180 80,666 154,270 13,422,110 234,936 81,121 0.0027 0.4867 27,768,616
May-14 181 79,750 155,187 13,266,923 234,936 80,642 0.0027 0.4865 28,088,795
Jun-14 182 78,828 156,109 13,110,815 234,936 80,166 0.0027 0.4863 28,411,798
Jul-14 183 77,900 157,036 12,953,778 234,936 79,692 0.0027 0.4861 28,737,648
Aug-14 184 76,967 157,969 12,795,809 234,936 79,221 0.0026 0.4859 29,066,367
Sep-14 185 76,028 158,908 12,636,901 234,936 78,753 0.0026 0.4856 29,397,977
Oct-14 186 75,084 159,852 12,477,049 234,936 78,288 0.0026 0.4854 29,732,502
Nov-14 187 74,134 160,802 12,316,247 234,936 77,826 0.0026 0.4851 30,069,965
Dec-14 188 73,179 161,757 12,154,489 234,936 77,366 0.0026 0.4848 30,410,388
Jan-15 189 72,218 162,718 11,991,771 234,936 76,909 0.0026 0.4845 30,753,795
Feb-15 190 71,251 163,685 11,828,086 234,936 76,455 0.0025 0.4842 31,100,209
Mar-15 191 70,279 164,658 11,663,428 234,936 76,003 0.0025 0.4839 31,449,654
Apr-15 192 69,300 165,636 11,497,791 234,936 75,554 0.0025 0.4835 31,802,154
May-15 193 68,316 166,620 11,331,171 234,936 75,108 0.0025 0.4832 32,157,732
Jun-15 194 67,326 167,610 11,163,561 234,936 74,664 0.0025 0.4828 32,516,413
Jul-15 195 66,330 168,606 10,994,954 234,936 74,223 0.0025 0.4825 32,878,221
Aug-15 196 65,328 169,608 10,825,346 234,936 73,785 0.0025 0.4821 33,243,180
Sep-15 197 64,321 170,616 10,654,731 234,936 73,349 0.0024 0.4817 33,611,316
Oct-15 198 63,307 171,630 10,483,101 234,936 72,916 0.0024 0.4812 33,982,653
Nov-15 199 62,287 172,649 10,310,452 234,936 72,485 0.0024 0.4808 34,357,216
Dec-15 200 61,261 173,675 10,136,777 234,936 72,057 0.0024 0.4804 34,735,030
Jan-16 201 60,229 174,707 9,962,069 234,936 71,632 0.0024 0.4799 35,116,121
Feb-16 202 59,191 175,745 9,786,324 234,936 71,208 0.0024 0.4795 35,500,514
Mar-16 203 58,147 176,789 9,609,535 234,936 70,788 0.0024 0.4790 35,888,236
Apr-16 204 57,097 177,840 9,431,695 234,936 70,370 0.0023 0.4785 36,279,312
May-16 205 56,040 178,896 9,252,799 234,936 69,954 0.0023 0.4780 36,673,768
Jun-16 206 54,977 179,959 9,072,839 234,936 69,541 0.0023 0.4775 37,071,630
Jul-16 207 53,908 181,029 8,891,811 234,936 69,130 0.0023 0.4770 37,472,926
Aug-16 208 52,832 182,104 8,709,707 234,936 68,722 0.0023 0.4765 37,877,682
Sep-16 209 51,750 183,186 8,526,520 234,936 68,316 0.0023 0.4759 38,285,925
Oct-16 210 50,662 184,275 8,342,246 234,936 67,912 0.0023 0.4754 38,697,682
Nov-16 211 49,567 185,370 8,156,876 234,936 67,511 0.0023 0.4748 39,112,980
Dec-16 212 48,465 186,471 7,970,405 234,936 67,113 0.0022 0.4743 39,531,847
Jan-17 213 47,357 187,579 7,782,826 234,936 66,716 0.0022 0.4737 39,954,311
Feb-17 214 46,243 188,693 7,594,133 234,936 66,322 0.0022 0.4731 40,380,400
Mar-17 215 45,122 189,815 7,404,318 234,936 65,930 0.0022 0.4725 40,810,141
Apr-17 216 43,994 190,942 7,213,376 234,936 65,541 0.0022 0.4719 41,243,564
May-17 217 42,859 192,077 7,021,299 234,936 65,154 0.0022 0.4713 41,680,696
Jun-17 218 41,718 193,218 6,828,081 234,936 64,769 0.0022 0.4707 42,121,567
Jul-17 219 40,570 194,366 6,633,714 234,936 64,386 0.0021 0.4700 42,566,206
Aug-17 220 39,415 195,521 6,438,193 234,936 64,006 0.0021 0.4694 43,014,641
Sep-17 221 38,254 196,683 6,241,510 234,936 63,628 0.0021 0.4687 43,466,903
----------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Oct-17 222 37,085 197,851 6,043,659 234,936 63,252 0.0021 0.4681 43,923,020
Nov-17 223 35,909 199,027 5,844,632 234,936 62,879 0.0021 0.4674 44,383,023
Dec-17 224 34,727 200,210 5,644,422 234,936 62,507 0.0021 0.4667 44,846,942
Jan-18 225 33,537 201,399 5,443,023 234,936 62,138 0.0021 0.4660 45,314,806
Feb-18 226 32,341 202,596 5,240,427 234,936 61,771 0.0021 0.4653 45,786,648
Mar-18 227 31,137 203,800 5,036,628 234,936 61,406 0.0020 0.4646 46,262,496
Apr-18 228 29,926 205,010 4,831,617 234,936 61,043 0.0020 0.4639 46,742,383
May-18 229 28,708 206,229 4,625,389 234,936 60,683 0.0020 0.4632 47,226,339
Jun-18 230 27,483 207,454 4,417,935 234,936 60,324 0.0020 0.4625 47,714,396
Jul-18 231 26,250 208,687 4,209,249 234,936 59,968 0.0020 0.4618 48,206,586
Aug-18 232 25,010 209,926 3,999,322 234,936 59,614 0.0020 0.4610 48,702,940
Sep-18 233 23,763 211,174 3,788,148 234,936 59,262 0.0020 0.4603 49,203,490
Oct-18 234 22,508 212,429 3,575,720 234,936 58,912 0.0020 0.4595 49,708,269
Nov-18 235 21,246 213,691 3,362,029 234,936 58,564 0.0020 0.4587 50,217,310
Dec-18 236 19,976 214,960 3,147,069 234,936 58,218 0.0019 0.4580 50,730,645
Jan-19 237 18,699 216,238 2,930,831 234,936 57,874 0.0019 0.4572 51,248,307
Feb-19 238 17,414 217,522 2,713,309 234,936 57,532 0.0019 0.4564 51,770,330
Mar-19 239 16,122 218,815 2,494,494 234,936 57,192 0.0019 0.4556 52,296,747
Apr-19 240 14,821 220,115 2,274,379 234,936 56,853 0.0019 0.4548 52,827,592
May-19 241 13,514 221.423 2,052,956 234,936 56,519 0.0019 0.4540 53,362,898
Jun-19 242 12,1988 222,738 1,830,218 234,936 56,185 0.0019 0.4532 53,902,701
Jul-19 243 10,875 224,062 1,606,156 234,936 55,853 0.0019 0.4524 54,447,035
Aug-19 244 9,543 225,393 1,380,763 234,936 55,523 0.0019 0.4516 54,995,934
Sep-19 245 8,204 226,732 1,154,030 234,936 55,195 0.0018 0.4508 55,549,434
Oct-19 246 6,857 228,090 925,951 234,936 54,869 0.0018 0.4499 56,107,570
Nov-19 247 5,502 229,435 696,516 234,936 54,545 0.0018 0.4491 56,670,377
Dec-19 248 4,138 230,798 465,718 234,936 54,223 0.0018 0.4482 57,237,892
Jan-20 249 2,767 232,169 233,549 234,936 53,903 0.0018 0.4474 57,810,149
Feb-20 250 1,388 233,549 0 234,936 53,584 0.0018 0.4465 58,387,187
$30,000,000 $30,000,000 1.00 97.65 $4,740,629,438
--------------------------------------------------------------------------------------------------------------------
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Lease") is made as of the
31st day of May, 2002 between ▇▇▇▇▇▇ PROPERTIES IV LLC, an Illinois limited
liability company, having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Landlord"), and ▇▇▇▇▇▇ ASSOCIATES LLC, an
Illinois limited liability company, having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Tenant").
W I T N E S S E T H:
Landlord and Tenant have entered into that certain Lease Agreement dated
as of April 22, 1999 ("Lease") for approximately 97 acres situated in Orlando,
Florida, County of Orange and legally described on Exhibit A attached hereto and
made a part hereof (the "Land"), together with all improvements located thereon.
All capitalized terms used herein and not otherwise defined shall have the
definition provided to them in the Lease.
Contemporaneously with the execution of the Lease, Landlord issued
$85,000,000 of its Secured Credit Tenant Notes due 2020 (the "Notes") pursuant
to a Note Purchase Agreement (the "Original Note Agreement") which Notes and
obligations are secured in substantial part by the Lease.
Landlord and the holders of the Notes are amending the Original Note
Agreement and in connection therewith desire to amend the Lease as set forth
herein.
1. Definition of Note Amendment. The term "Note Agreement" as used in the
Lease as amended hereby and as may be further amended or modified shall mean
that certain Note Purchase Agreement dated as of April 22, 1999 among Landlord,
Tenant and the Purchasers (as such term is defined in the Note Purchase
Agreement) and any and all existing and future modifications, amendments and/or
supplements thereto.
2. Choice of Law and Interpretation. This Amendment shall be governed by
the internal law of the State of Illinois, without considering such state's
choice of law rules.
3. Conflict. In the event of any conflict between the terms of this
Amendment and the language of the Lease, the terms of this Amendment shall
control.
4. Counterpart. This Amendment may be executed in two or more
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement.
5. Lease Terms Unmodified. Except as set forth above, the Lease shall
remain unmodified and in full force and effect.
28
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
LANDLORD:
▇▇▇▇▇▇ PROPERTIES III LLC
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇ III
-----------------------------------
Title: Authorized Representative
TENANT:
▇▇▇▇▇▇ ASSOCIATES LLC
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇ III
-----------------------------------
Title: Authorized Representative
29