MUST BE COMPLETED (EXCEPT IN THE CASE OF THE
OBLIGATION TO PAY MONEY) SO LONG AS SUCH PARTY SHALL, PROMPTLY AFTER BECOMING
AWARE OF THE COMMENCEMENT OF SUCH DELAY, SHALL GIVE THE OTHER PARTY NOTICE
THEREOF AND ESTIMATING THE DURATION THEREOF.
(L)
IF AT ANY TIME A DISPUTE SHALL ARISE AS
TO ANY AMOUNT TO BE PAID BY ONE PARTY TO THE OTHER HEREUNDER, THE OBLIGOR MAY
MAKE PAYMENT "UNDER PROTEST", AND SUCH PAYMENT SHALL NOT BE DEEMED A VOLUNTARY
PAYMENT, AND THE RIGHT OF THE OBLIGOR TO CONTEST ITS LIABILITY FOR SUCH PAYMENT
SHALL SURVIVE SUCH PAYMENT WITHOUT PREJUDICE TO THE OBLIGOR'S POSITION.
(M)
LANDLORD AND TENANT EACH REPRESENT THAT THEY
HAVE DEALT WITH NO BROKER, FINDER OR OTHER PERSON WHO COULD LEGALLY CHARGE A
COMMISSION IN CONNECTION WITH LANDLORD'S ACQUISITION OF THE LAND OR WITH THE
LEASE; PROVIDED, HOWEVER, LANDLORD AND TENANT ACKNOWLEDGE AND AGREE THAT
LANDLORD WAS INTRODUCED TO THE TRANSACTION BY LASALLE DEBT CAPITAL MARKETS WHICH
WILL BE COMPENSATED BY TENANT OUT OF THE SALES PROCEEDS FUNDED BY LANDLORD AT
CLOSING.
(N)
THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGE
AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS LEASE, IT
IS THE INTENT OF THE PARTIES THAT THEIR RELATIONSHIP
HEREUNDER IS AND SHALL AT ALL TIMES BE THAT OF LANDLORD AND TENANT, AND NOT THAT
OF PARTNERS, JOINT VENTURERS, LENDER AND BORROWER, OR ANY OTHER RELATIONSHIP
OTHER THAN THAT OF A LANDLORD AND TENANT.
(O)
THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGE
AND AGREE THAT TIME IS OF THE ESSENCE WITH REGARD TO ALL OBLIGATIONS UNDER THIS
LEASE.
(P)
LANDLORD REPRESENTS THAT AS OF THE
COMMENCEMENT DATE LANDLORD IS A SINGLE PURPOSE ENTITY WHOLLY OWNED BY ISTAR
FINANCIAL INC. AND CONSOLIDATED FOR ACCOUNTING PURPOSES BY ISTAR FINANCIAL INC.
(Q)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING, AND
WITH RESPECT TO ANY CLAIM ASSERTED IN ANY SUCH ACTION OR PROCEEDING, BROUGHT BY
EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, ANY CLAIM OF INJURY OR
DAMAGE, OR ANY EMERGENCY OR OTHER STATUTORY REMEDY WITH RESPECT THERETO.
29.
PURCHASE PROCEDURE
(A)
IN THE EVENT OF THE PURCHASE OF THE
PREMISES OR ANY SITE BY TENANT PURSUANT TO PARAGRAPHS 14 AND 30 OF THIS LEASE,
LANDLORD NEED NOT TRANSFER AND CONVEY TO TENANT OR ITS DESIGNEE ANY BETTER TITLE
THERETO THAN THAT WHICH WAS TRANSFERRED AND CONVEYED TO LANDLORD, AND TENANT (OR
ITS DESIGNEE) SHALL ACCEPT SUCH TITLE, SUBJECT, HOWEVER, TO ALL LIENS,
EXCEPTIONS AND RESTRICTIONS ON, AGAINST OR RELATING TO THE PREMISES OR SUCH SITE
AND TO ALL APPLICABLE LAWS, BUT FREE OF THE LIEN OF AND SECURITY INTEREST
CREATED BY ANY AND ALL MORTGAGES (UNLESS EXPRESSLY ASSUMED BY TENANT) AND LIENS,
EXCEPTIONS AND RESTRICTIONS ON, AGAINST OR RELATING TO ANY OF THE PREMISES OR
SUCH SITE WHICH HAVE BEEN