amended, the "Original Lease"); and
WHEREAS, Landlord and Tenant wish to amend and restate the Original Lease to
make such modifications as are set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the mutual receipt and legal sufficiency
of which are hereby acknowledged, Landlord and Tenant hereby agree that the
Original Lease is hereby amended and restated in its entirety, as follows:
ARTICLE 1
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires, (a) the terms defined in this Article
shall have the meanings assigned to them in this Article and include the plural
as well as the singular, (b) all accounting terms not otherwise defined herein
shall have the meanings assigned to them in accordance with GAAP, (c) all
references in this Agreement to designated "Articles", "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Agreement, and (d) the words "herein", "hereof", "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision.
1.1
"ADDITIONAL CHARGES"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 3.1.3.
1.2
"AFFILIATED PERSON"
SHALL MEAN, WITH RESPECT TO ANY PERSON, (A)
IN THE CASE OF ANY SUCH PERSON WHICH IS A PARTNERSHIP, ANY PARTNER IN SUCH
PARTNERSHIP, (B) IN THE CASE OF
ANY SUCH PERSON WHICH IS A LIMITED LIABILITY COMPANY, ANY MEMBER OF SUCH
COMPANY, (C) ANY OTHER PERSON WHICH IS A PARENT, A SUBSIDIARY, OR A SUBSIDIARY
OF A PARENT WITH RESPECT TO SUCH PERSON OR TO ONE OR MORE OF THE PERSONS
REFERRED TO IN THE PRECEDING CLAUSES (A) AND (B), (D) ANY OTHER PERSON WHO IS AN
OFFICER, DIRECTOR, TRUSTEE OR EMPLOYEE OF, OR PARTNER IN OR MEMBER OF, SUCH
PERSON OR ANY PERSON REFERRED TO IN THE PRECEDING CLAUSES (A), (B) AND (C), AND
(E) ANY OTHER PERSON WHO IS A MEMBER OF THE IMMEDIATE FAMILY OF SUCH PERSON OR
OF ANY PERSON REFERRED TO IN THE PRECEDING CLAUSES (A) THROUGH (D).
1.3
"AGREEMENT"
SHALL MEAN THIS AMENDED AND RESTATED MASTER LEASE
AGREEMENT, INCLUDING ALL EXHIBITS ATTACHED HERETO, AS IT AND THEY MAY BE AMENDED
FROM TIME TO TIME AS HEREIN PROVIDED.
1.4
"APPLICABLE LAWS"
SHALL MEAN ALL APPLICABLE LAWS, STATUTES,
REGULATIONS, RULES, ORDINANCES, CODES, LICENSES, PERMITS AND ORDERS, FROM TIME
TO TIME IN EXISTENCE, OF ALL COURTS OF COMPETENT JURISDICTION AND GOVERNMENT
AGENCIES, AND ALL APPLICABLE JUDICIAL AND ADMINISTRATIVE AND REGULATORY DECREES,
JUDGMENTS AND ORDERS, INCLUDING COMMON LAW RULINGS AND DETERMINATIONS, RELATING
TO INJURY TO, OR THE PROTECTION OF, REAL OR PERSONAL PROPERTY OR HUMAN HEALTH OR
THE ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, ALL VALID AND LAWFUL
REQUIREMENTS OF COURTS AND OTHER GOVERNMENT AGENCIES PERTAINING TO REPORTING,
LICENSING, PERMITTING, INVESTIGATION, REMEDIATION AND REMOVAL OF UNDERGROUND
IMPROVEMENTS (INCLUDING, WITHOUT LIMITATION, TREATMENT OR STORAGE TANKS, OR
WATER, GAS OR OIL WELLS), OR EMISSIONS, DISCHARGES, RELEASES OR THREATENED
RELEASES OF HAZARDOUS SUBSTANCES,