consideration, the receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in Appendix A hereto for all purposes hereof.
In addition,
Appendix A sets forth certain rules of construction that shall be applicable to
this Lease.
ARTICLE II.
LEASE OF PROPERTY
SECTION 2.1.
DEMISE AND LEASE.
LESSOR DOES HEREBY DEMISE AND LEASE THE
PROPERTY TO LESSEE, AND LESSEE DOES HEREBY RENT AND LEASE THE PROPERTY FROM
LESSOR, IN EACH CASE, SUBJECT TO PERMITTED LIENS (OTHER THAN LESSOR LIENS), FOR
THE TERM.
SECTION 2.2.
TRUE LEASE.
THIS LEASE IS INTENDED AS, AND SHALL CONSTITUTE, AN
AGREEMENT OF LEASE (AND DOES NOT REPRESENT A FINANCING OR OTHER ARRANGEMENT).
NOTHING HEREIN SHALL BE CONSTRUED AS CONVEYING TO
LESSEE ANY RIGHT, TITLE OR
INTEREST IN OR TO THE PROPERTY NOR TO ANY REMAINDER OR REVERSIONARY ESTATES IN
THE PROPERTY HELD BY ANY PERSON, EXCEPT, IN EACH INSTANCE, AS A LESSEE WITH SUCH
OTHER RIGHTS AND PRIVILEGES AS ARE EXPRESSLY SET FORTH HEREIN.
EACH PARTY WILL
AGREE THAT IT WILL TREAT THIS LEASE AS A LEASE FOR ALL TAX, ACCOUNTING,
INSOLVENCY AND OTHER PURPOSES AND WILL REPORT, AND ACCOUNT FOR, THIS LEASE
ACCORDINGLY.
ARTICLE III.
RENT
SECTION 3.1.
BASE NET RENT.
(A)
DURING THE INITIAL TERM, LESSEE SHALL PAY TO LESSOR AN ANNUAL BASE
NET RENT IN THE AMOUNTS SHOWN IN SCHEDULE 3.1.
(B)
DURING ANY RENEWAL TERM, LESSEE SHALL PAY TO LESSOR AN ANNUAL BASE
NET RENT DETERMINED IN ACCORDANCE WITH ARTICLE V.
(C)
ANNUAL BASE NET RENT SHALL BE DUE AND PAYABLE IN ADVANCE ON THE
FIRST DAY OF EACH CALENDAR MONTH (A "RENT PAYMENT DATE") IN EQUAL MONTHLY
INSTALLMENTS.
Lessor acknowledges that it has received Base Net Rent paid through September,
2006.
SECTION 3.2.
SUPPLEMENTAL RENT.
LESSEE SHALL PAY TO LESSOR, OR TO SUCH OTHER
PERSON AS SHALL BE ENTITLED THERETO IN THE MANNER CONTEMPLATED HEREIN,
SUPPLEMENTAL RENT AS THE SAME SHALL BECOME DUE AND PAYABLE. LESSEE'S FAILURE TO
PAY SUPPLEMENTAL RENT OWED TO LESSOR SHALL ENTITLE LESSOR TO THE RIGHTS, POWERS
AND REMEDIES PROVIDED FOR HEREIN OR BY LAW OR IN EQUITY IN THE CASE OF
NONPAYMENT OF BASE NET RENT.
SECTION 3.3.
METHOD OF PAYMENT.
BASE NET RENT, AND SUPPLEMENTAL RENT PAYABLE
TO LESSOR, SHALL BE PAID (A) IN ACCORDANCE WITH THE RENT PAYMENT DIRECTION
LETTER FROM LESSOR TO LESSEE ATTACHED HERETO AS SCHEDULE 3.3, WHICH IS HEREBY
INCORPORATED BY REFERENCE, OR (B) IF AT ANY TIME NO DESIGNEE SHALL HAVE BEEN
DESIGNATED IN ACCORDANCE WITH SUCH RENT PAYMENT DIRECTION LETTER, THEN
TO
LESSOR OR ITS DESIGNEE AT LESSOR'S ADDRESS SET FORTH IN SECTION 25.2 HEREOF OR
AT SUCH PLACE IN THE CONTIGUOUS CONTINENTAL UNITED STATES AS LESSOR SHALL
SPECIFY IN WRITING TO LESSEE AT LEAST THIRTY (30) DAYS PRIOR TO THE DUE DATE
THEREFOR. EACH SUCH PAYMENT OF RENT DESCRIBED ABOVE IN THIS SECTION 3.3 SHALL BE
MADE BY LESSEE BY CHECK