THE COUNTY OF NEW
YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN
CONNECTION WITH THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LESSEE AND THE LESSOR HEREBY
WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN
ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR
PROCEEDING IS IMPROPER, OR THAT THIS LEASE OR ANY DOCUMENT OR ANY INSTRUMENT
REFERRED TO HEREIN OR THE SUBJECT MATTER HEREOF MAY NOT BE LITIGATED IN OR BY
SUCH COURT. THIS SUBMISSION TO JURISDICTION IS NONEXCLUSIVE AND DOES NOT
PRECLUDE THE LESSOR OR ANY ASSIGNEE OR THE LESSEE FROM OBTAINING JURISDICTION
OVER ONE ANOTHER IN ANY COURT OTHERWISE HAVING JURISDICTION. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE LESSEE AND THE LESSOR AGREES NOT TO
SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT
BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO
GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EACH OF THE LESSEE AND THE LESSOR AGREES
THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO
THE ADDRESS FOR NOTICES SET FORTH IN THIS LEASE OR ANY METHOD AUTHORIZED BY THE
LAWS OF NEW YORK. THE LESSOR AND THE LESSEE EXPRESSLY WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATED TO THIS LEASE OR THE
TRANSACTIONS CONTEMPLATED HEREBY. THE LESSOR AND THE LESSEE ACKNOWLEDGE THAT THE
PROVISIONS OF THIS PARAGRAPH (D) OF SECTION 29 HAVE BEEN BARGAINED FOR AND THAT
THEY HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION THEREWITH.
(e)
In connection with any sale of the Project pursuant to Section 12, 13, 15
or 19 of this Lease, when the Lessor transfers title, such transfer shall be on
an as-is, non-installment sale basis, without warranty by, or recourse to, the
Lessor, but free of any Lessor Lien.
(f)
In connection with the sale or purchase of the Project pursuant to Section
12, 13, 15 or 19 of this Lease, the Lessee or the Guarantor shall pay or the
Lessee shall cause the purchaser of the Project to pay, in addition to the
purchase price, all transfer taxes, transfer gains taxes, mortgage recording
tax, if any, recording and filing fees and all other similar taxes, fees,
expenses and closing costs (including reasonable attorneys' fees) in connection
with the conveyance of the Project to the Lessee, the Guarantor or any
purchaser.
(g)
The Lessor covenants that at all times during the term of this Lease, the
Lessor's capitalization shall be such that at least three percent (3%) of its
capitalization in accordance with GAAP (including interest required to be
capitalized in accordance with GAAP on