AND OBLIGATIONS OF LANDLORD
HEREUNDER, IF ANY, ACCRUING AFTER SUCH SALE, CONVEYANCE OR ASSIGNMENT, AND
TENANT AGREES TO LOOK SOLELY TO SUCH PURCHASER, GRANTEE OR ASSIGNEE WITH RESPECT
THERETO. THIS LEASE SHALL NOT BE AFFECTED BY ANY SUCH ASSIGNMENT, CONVEYANCE OR
SALE, AND TENANT AGREES TO ATTORN TO THE PURCHASER, GRANTEE OR ASSIGNEE.
31.05
HEADINGS.
THE HEADINGS OF ARTICLES AND SECTIONS ARE FOR CONVENIENCE
ONLY AND DO NOT LIMIT, EXPAND OR CONSTRUE THE CONTENTS OF THE ARTICLES OR
SECTIONS.
52
31.06
TIME OF ESSENCE.
TIME IS OF THE ESSENCE OF THIS LEASE AND OF ALL
PROVISIONS HEREOF.
31.07
DEFAULT RATE OF INTEREST.
ALL AMOUNTS, INCLUDING, WITHOUT
LIMITATION, BASE RENT AND RENT, OWED BY TENANT TO LANDLORD PURSUANT TO ANY
PROVISION OF THIS LEASE SHALL BEAR INTEREST FROM THE DATE DUE UNTIL PAID AT THE
LESSER OF: (A) THE GREATER OF (I) FIVE PERCENT (5%) IN EXCESS OF THE RATE OF
INTEREST ANNOUNCED FROM TIME TO TIME BY WACHOVIA BANK, NATIONAL ASSOCIATION (OR
ITS SUCCESSORS AND ASSIGNS), AS ITS PRIME, REFERENCE OR CORPORATE BASE RATE
("PRIME"), CHANGING AS AND WHEN SAID PRIME RATE CHANGES, OR (II) TEN PERCENT
(10%) PER ANNUM; OR (B) THE MAXIMUM RATE PERMISSIBLE BY LAW ("DEFAULT
INTEREST").
31.08
SEVERABILITY.
THE INVALIDITY OF ANY PROVISION OF THIS LEASE SHALL
NOT IMPAIR OR AFFECT IN ANY MANNER THE VALIDITY, ENFORCEABILITY OR EFFECT OF THE
REST OF THIS LEASE.
31.09
ENTIRE AGREEMENT.
ALL UNDERSTANDINGS AND AGREEMENTS, ORAL OR
WRITTEN, HERETOFORE MADE BETWEEN THE PARTIES HERETO ARE MERGED IN THIS LEASE,
WHICH, TOGETHER WITH THAT CERTAIN SIDE-LETTER AGREEMENT BETWEEN LANDLORD AND
TENANT DATED AS OF THE EFFECTIVE DATE (THE "SIDE-LETTER AGREEMENT"), FULLY AND
COMPLETELY EXPRESS THE AGREEMENT BETWEEN LANDLORD (AND ITS BENEFICIARIES, IF
ANY, AND THEIR AGENTS) AND TENANT.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, UPON THE EXECUTION AND DELIVERY OF THIS LEASE AND THE
SIDE-LETTER AGREEMENT BY LANDLORD AND TENANT, (A) THIS LEASE AND THE SIDE-LETTER
AGREEMENT SHALL SUPERSEDE ANY PREVIOUS DISCUSSIONS, AGREEMENTS AND/OR TERM OR
COMMITMENT LETTERS RELATING TO THIS LEASE AND THE SIDE-LETTER AGREEMENT OR THE
TRANSACTION, INCLUDING WITHOUT LIMITATION, THAT CERTAIN LETTER OF INTENT DATED
MARCH 31, 2006, BETWEEN SKO GROUP HOLDING CORP., ON BEHALF OF TENANT, AND SPIRIT
FINANCE CORPORATION, ON BEHALF OF LANDLORD, (B) THE TERMS AND CONDITIONS OF THIS
LEASE AND THE SIDE-LETTER AGREEMENT SHALL CONTROL NOTWITHSTANDING THAT SUCH
TERMS ARE INCONSISTENT WITH OR VARY FROM THOSE SET FORTH IN ANY OF THE FOREGOING
AGREEMENTS, AND (C) THIS LEASE AND THE SIDE-LETTER AGREEMENT MAY ONLY BE AMENDED
BY A WRITTEN AGREEMENT EXECUTED BY LANDLORD AND TENANT.
THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.
31.10
FORCE MAJEURE.
IF EITHER PARTY FAILS TO PERFORM TIMELY ANY OF THE
TERMS, COVENANTS AND CONDITIONS OF THIS LEASE ON SUCH PARTY'S PART TO BE
PERFORMED AND SUCH FAILURE IS DUE IN WHOLE OR IN PART TO ANY STRIKE, LOCKOUT,
CIVIL DISORDER, INABILITY TO PROCURE MATERIALS AT COMMERCIALLY REASONABLE RATES,
PROLONGED FAILURE OF POWER, RIOTS, INSURRECTIONS, WAR, FUEL SHORTAGES,