BE THE PREMISES AS THEN DEFINED
UNDER THIS LEASE AT THE DATE OF SETTLEMENT AND THE PROPERTY ACQUIRED BY LANDLORD
PURSUANT TO THIS SECTION 2.5.
LANDLORD WARRANTS AND REPRESENTS TO TENANT THAT,
FOLLOWING THE ACQUISITION OF THE AFTER ACQUIRED PROPERTY, LANDLORD WILL BE THE
OWNER IN FEE SIMPLE ABSOLUTE OF THE PREMISES AS THEN DESCRIBED, FREE AND CLEAR
OF ANY LIENS, ENCUMBRANCES, LEASES, RIGHTS OF USE OR OCCUPANCY OR ANY OTHER
RIGHTS OR PRIVILEGES, OTHER THAN THIS LEASE.
FROM AND AFTER THE SETTLEMENT, THE
PROPERTY ACQUIRED BY LANDLORD PURSUANT TO THIS SECTION 2.5 THAT IS INCORPORATED
INTO THE DEFINITION OF "PREMISES" PURSUANT TO THIS SECTION 2.5A(IV) SHALL BE
SUBJECT TO THE TERMS, COVENANTS AND CONDITIONS OF THIS LEASE, INCLUDING, BUT NOT
LIMITED TO, BEING SUBJECT TO RENT PURSUANT TO SECTION 3.1 BELOW.
(V)
IF LANDLORD ACQUIRES THE INITIAL ACQUISITION PROPERTY AND ANY
PROPERTY PURSUANT TO THIS SECTION 2.5 AND UTILIZES IN ANY TWO OR MORE OF SUCH
TRANSACTIONS FINANCING FROM TENANT AS CONTEMPLATED BY EITHER SECTION 2.2D AND/OR
SECTION 2.5A(III), ALL SUCH FINANCINGS SHALL BE ACCUMULATED AND THE RENT CREDIT
PROVIDED TO TENANT PURSUANT TO SECTION 2.2D(II) AND/OR SECTION 2.5A(III)(B), AS
APPLICABLE, SHALL COLLECTIVELY NOT EXCEED FORTY PERCENT (40%) OF RENT DUE EACH
MONTH, SUCH CREDIT TO BE APPORTIONED BETWEEN ALL OUTSTANDING LOANS ON A PRO-RATA
BASIS UNTIL EACH LOAN IS PAID IN FULL.
B.
SUBJECT TO THE LEASE TERMS CONTAINED HEREIN, TENANT SHALL HAVE THE
RIGHT TO ACQUIRE AND DEVELOP ANY PROPERTY OUTSIDE OF THE WATERFRONT AREA IN ANY
MANNER WHATSOEVER.
2.6
TERMINATION RIGHT ON ONE YEAR'S NOTICE:
A.
IN CONSIDERATION OF TENANT'S TERMINATION RIGHT PROVIDED UNDER THIS
SECTION, LANDLORD SHALL BE ENTITLED TO RETAIN THE TWO MILLION DOLLAR
($2,000,000) SUM PREVIOUSLY PAID BY TENANT TO LANDLORD.
IN CONSIDERATION FOR
LANDLORD'S IMMEDIATE RIGHT TO RETAIN SUCH SUM, NOTWITHSTANDING ANY OTHER TERM OR
CONDITION OF THIS LEASE TO THE CONTRARY, TENANT SHALL HAVE THE RIGHT AT ANY TIME
DURING THE LEASE TERM (WHETHER DURING THE INITIAL TERM OR ANY EXTENDED TERM) TO
TERMINATE THIS LEASE EFFECTIVE ON ANY ANNIVERSARY OF THE COMMENCEMENT DATE BY
GIVING LANDLORD WRITTEN NOTICE OF SUCH TERMINATION AT LEAST THREE HUNDRED
SIXTY-FIVE (365) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION.
UPON ANY
SUCH TERMINATION, (I) ALL RENT AND OTHER SUMS DUE UNDER THIS LEASE SHALL BE PAID
BY TENANT THROUGH SUCH TERMINATION DATE, (II) THIS LEASE SHALL EXPIRE AND
TERMINATE, AND NEITHER LANDLORD NOR TENANT SHALL HAVE ANY FURTHER OBLIGATIONS
HEREUNDER, EXCEPT FOR THOSE WHICH HAVE ACCRUED PRIOR TO THE DATE OF SUCH
TERMINATION AND THOSE WHICH EXPRESSLY SURVIVE ANY TERMINATION UNDER THE TERMS OF
THIS LEASE.
9
B.
IF TENANT EXERCISES ITS RIGHT UNDER THIS SECTION 2.6 WITH A
TERMINATION DATE ON OR BEFORE THE DATE WHICH IS SIX (6) YEARS FROM THE DATE THAT
LANDLORD ACQUIRES FEE TITLE TO THE INITIAL ACQUISITION PROPERTY, LANDLORD SHALL
HAVE THE OPTION, EXERCISABLE BY DELIVERY OF WRITTEN NOTICE TO TENANT NO LATER
THAN SIXTY (60) DAYS PRIOR TO SUCH LEASE TERMINATION DATE, TO REQUIRE TENANT