MATERIAL
INDUCEMENT TO LANDLORD TO ENTER INTO THIS LEASE, TENANT (AND EACH PARTY
EXECUTING THIS LEASE ON BEHALF OF TENANT INDIVIDUALLY) REPRESENTS AND WARRANTS
TO LANDLORD THAT THE FINANCIAL INFORMATION IS COMPLETE, TRUE AND CORRECT AND
PRESENTS A FAIR REPRESENTATION OF TENANT'S FINANCIAL CONDITION AT THE TIME OF
SIGNING OF THIS LEASE.
J.
SUCCESSORS AND ASSIGNS; TRANSFER OF PROPERTY.
EACH OF THE TERMS
AND PROVISIONS OF THIS LEASE SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES' RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, GUARDIANS, CUSTODIANS,
SUCCESSORS AND ASSIGNS, SUBJECT TO ARTICLE 13 RESPECTING TRANSFERS AND ARTICLE
18 RESPECTING RIGHTS OF LENDERS.
SUBJECT TO ARTICLE 18, IF LANDLORD SHALL
CONVEY OR TRANSFER THE PROPERTY OR ANY PORTION THEREOF IN WHICH THE PREMISES ARE
CONTAINED TO ANOTHER PARTY, SUCH PARTY SHALL THEREUPON BE AND BECOME LANDLORD
HEREUNDER AND SHALL BE DEEMED TO HAVE FULLY ASSUMED ALL OF LANDLORD'S
OBLIGATIONS UNDER THIS LEASE ACCRUING DURING SUCH PARTY'S OWNERSHIP, INCLUDING
THE RETURN OF ANY SECURITY DEPOSIT, AND LANDLORD SHALL BE FREE OF ALL SUCH
OBLIGATIONS ACCRUING FROM AND AFTER THE DATE OF CONVEYANCE OR TRANSFER.
K.
LIMITATION OF LANDLORD'S LIABILITY.
TENANT AGREES TO LOOK SOLELY
TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE ENFORCEMENT OF ANY JUDGMENT,
AWARD, ORDER OR OTHER REMEDY UNDER OR IN CONNECTION WITH THIS LEASE OR ANY
RELATED AGREEMENT, INSTRUMENT OR DOCUMENT OR FOR ANY OTHER MATTER WHATSOEVER
RELATING THERETO OR TO THE PROPERTY OR PREMISES.
UNDER NO CIRCUMSTANCES SHALL
ANY PRESENT OR FUTURE, DIRECT OR INDIRECT, PRINCIPALS OR INVESTORS, GENERAL OR
LIMITED PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, BENEFICIARIES,
PARTICIPANTS, ADVISORS, MANAGERS, EMPLOYEES, AGENTS OR AFFILIATES OF LANDLORD,
OR OF ANY OF THE OTHER FOREGOING PARTIES, OR ANY OF THEIR HEIRS, SUCCESSORS OR
ASSIGNS HAVE ANY LIABILITY FOR ANY OF THE FOREGOING MATTERS.
38
L.
CONFIDENTIALITY.
TENANT SHALL KEEP THE CONTENT AND ALL COPIES OF
THIS LEASE, RELATED DOCUMENTS OR AMENDMENTS NOW OR HEREAFTER ENTERED, AND ALL
PROPOSALS, MATERIALS, INFORMATION AND MATTERS RELATING THERETO STRICTLY
CONFIDENTIAL, AND SHALL NOT DISCLOSE, DISSEMINATE OR DISTRIBUTE ANY OF THE SAME,
OR PERMIT THE SAME TO OCCUR, EXCEPT TO THE EXTENT REASONABLY REQUIRED FOR PROPER
BUSINESS PURPOSES BY TENANT'S EMPLOYEES, ATTORNEYS, INSURERS, AUDITORS, LENDERS
AND TRANSFEREES (AND TENANT SHALL OBLIGATE ANY SUCH PARTIES TO WHOM DISCLOSURE
IS PERMITTED TO HONOR THE CONFIDENTIALITY PROVISIONS HEREOF), AND EXCEPT AS MAY
BE REQUIRED BY LAW OR COURT PROCEEDINGS.
M.
ERISA.
TENANT REPRESENTS AND WARRANTS THAT:
(I)
NEITHER TENANT NOR ANY OF ITS "AFFILIATES" (WITHIN THE MEANING OF
PART V(C) OF PROHIBITED TRANSACTION EXEMPTION 84-14, 49 FED. REG. 9494 (1984),
AS AMENDED ("PTE 84-14")) HAS, OR DURING THE IMMEDIATELY PRECEDING YEAR HAS
EXERCISED THE AUTHORITY TO:
(a)
appoint or terminate Landlord as investment manager over assets of
any "employee benefit plan" (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") invested in, or
sponsored by, Landlord; or
(b)
negotiate the terms of a management agreement (including renewals
or modifications thereof) with Landlord on behalf of any such plan;