(as between such tenant and any substitute guarantor under the Sotheby's Lease)
to receive (or to receive a higher) long-term unsecured debt rating (or
equivalent Private Rating) from the Rating Agencies, then the term "Sotheby's
Guarantor" as used herein shall be deemed to refer to such substitute tenant
under the Sotheby's Lease).
"Sotheby's Lease" shall mean, collectively, (i) that certain Lease
dated as of the date hereof by and among Borrower and Sotheby's, Inc., (ii) that
certain Guaranty of Lease dated as of the date hereof executed by Sotheby's
Holdings, Inc. (the "Sotheby's Guaranty"), and (iii) that certain Subordination,
Non-Disturbance and Attornment Agreement by and among Lender and Sotheby's dated
as of the date hereof (the "Sotheby's SNDA"), as each of the same may be
amended, supplemented, restated or otherwise modified in accordance with the
applicable terms and conditions thereof and hereof.
"Sotheby's Sublease" shall have the meaning set forth in Section 5.13
hereof.
"Special Member" shall have the meaning set forth in Section 6.1(c).
"Specified Article 7 Breach" shall mean a Prohibited Transfer that
results in (a) a Sale or Pledge of all or any material portion of the Property,
or (b) Borrower Principal Family Group failing to Control Borrower, any SPE
Component Entity and Affiliated Manager.
"Specified Provisions" shall mean the following Sections of (I) this
Agreement: (a) Sections 5.1 through 5.4, (b) Section 5.6, (c) Section 5.9, (d)
Section 5.10, (e) Section 5.11(d), (f) Section 5.12(b)(i), (g) Section 5.13(a),
(h) Section 5.15, (i) Section 5.17, 0) Section 5.21, (k) Section 7.2, (1)
Section 9.2, (m) Section 9.5, (n) Sections 12.2 through 12.4 and (o) Section
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Confidential Treatment Requested by BANA
BANA-Soth-00082
13.4(a); and (II) the Mortgage: (a) Section 3.5, (b) Section 5.1, (c) Section
8.8, (d) Section 9.1 and (e) Section 9.2.
"SPE Component Entity" shall have the meaning set forth in Section
6.1(b) hereof.
"Standard Statements" shall have the meaning set forth in Section
5.1l(c)(i)(A) hereof.
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"State" shall mean the state in which the Property or any part thereof
is located.
"Successor Borrower" shall have the meaning set forth in Section
2.4(b)(iii) hereof.
"Surveyor" shall have the meaning set forth in Section 3.2(c) hereof.
"Tax and Insurance Reserve Funds" shall have the meaning set forth in
Section 9.6 hereof.
"Tax and Insurance Reserve Account" shall have the meaning set forth
in Section 9.6 hereof.
"Taxes" shall mean all real estate and personal property taxes,
assessments, water rates or sewer rents, now or hereafter levied or assessed or
imposed against the Property or any part thereof.
"Tenant" shall mean any Person leasing, subleasing or otherwise
occupying any portion of the Property under a Lease or other occupancy agreement
with Borrower (including, without limitation, Sotheby's).
"Tenant Direction Letter" shall have the meaning set forth in Section
10.2 hereof.
"Termination Fee Deposit" shall have the meaning set forth in Section
9.3(b).
"Title Company" shall have the meaning set forth in