lease of the
Property, all as more particularly set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1.
INTERPRETATION.
UNLESS A CLEAR CONTRARY INTENTION
APPEARS:
(A)
THE TERMS "HEREIN", "HERETO", "HEREUNDER" AND ALL TERMS OF SIMILAR
IMPORT SHALL BE DEEMED TO REFER TO THIS AGREEMENT AS A WHOLE RATHER THAN TO ANY
ARTICLE OR SECTION OF OR EXHIBIT TO THIS AGREEMENT.
(B)
UNLESS OTHERWISE SPECIFIED, REFERENCES IN THIS AGREEMENT TO (I)
"SECTION
", "SUBSECTION
" OR "ARTICLE
" SHALL BE DEEMED TO REFER
TO THE SECTION, SUBSECTION OR ARTICLE OF THIS AGREEMENT BEARING THE NUMBER SO
SPECIFIED, (II) "EXHIBIT
" SHALL BE DEEMED TO REFER TO THE EXHIBIT OR
SCHEDULE OF THIS AGREEMENT BEARING THE LETTER OR NUMBER SO SPECIFIED, AND (III)
REFERENCES TO THIS "AGREEMENT" MEANS THIS AGREEMENT AND ANY EXHIBITS AND
ATTACHMENTS HERETO.
(C)
UNLESS OTHERWISE SPECIFIED OR UNLESS INAPPROPRIATE IN ANY SPECIFIC
CONTEXT, ALL REFERENCES IN THIS AGREEMENT TO ANY SINGULAR NOUN SHALL BE DEEMED
EQUALLY APPLICABLE TO THE PLURAL OF SUCH NOUN, AND ALL REFERENCES TO THE PLURAL
OF ANY NOUN SHALL BE DEEMED EQUALLY APPLICABLE TO THE SINGULAR OF SUCH NOUN.
(D)
CAPTIONS USED FOR OR IN SECTIONS, ARTICLES, SCHEDULES AND EXHIBITS
OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OF THIS AGREEMENT.
(E)
THE TERMS "INCLUDE", "INCLUDING" AND "SUCH AS" SHALL EACH BE
CONSTRUED AS IF FOLLOWED BY THE PHRASE "WITHOUT BEING LIMITED TO".
(F)
IF THE LAST DAY OF ANY TIME PERIOD STATED HEREIN SHALL FALL ON A
DAY THAT IS NOT A BUSINESS DAY, THEN THE DURATION OF SUCH TIME PERIOD SHALL BE
EXTENDED SO THAT IT SHALL END ON THE NEXT SUCCEEDING DAY THAT IS A BUSINESS DAY.
(G)
A REFERENCE TO ANY STATUTE, REGULATION, PROCLAMATION, ORDINANCE OR
LAW INCLUDES ALL STATUTES, REGULATIONS, PROCLAMATIONS, ORDINANCES OR LAWS
VARYING, CONSOLIDATING OR REPLACING THEM, AND A REFERENCE TO A STATUTE INCLUDES
ALL REGULATIONS, PROCLAMATIONS AND ORDINANCES ISSUED OR OTHERWISE APPLICABLE
UNDER THAT STATUTE.
(H)
IF A PROVISION HEREOF STATES THAT A PARTY MAY NOT UNREASONABLY
WITHHOLD ITS CONSENT OR APPROVAL HEREUNDER, THEN SUCH PARTY MAY ALSO NOT
UNREASONABLY CONDITION OR DELAY SUCH CONSENT OR APPROVAL.
(I)
NEITHER PARTY (NOR ITS COUNSEL) SHALL BE DEEMED TO HAVE BEEN THE
DRAFTER OF THIS AGREEMENT, SUCH THAT IT SHALL NOT BE CONSTRUED AGAINST ANY PARTY
AS THE DRAFTER THEREOF.
SECTION 2.
DEFINITIONS.
THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING MEANINGS FOR ALL PURPOSES OF THIS AGREEMENT:
"Access Agreement" shall have the meaning set forth in Section 6(c).
"Buildings" shall mean the buildings and structures on the Property, including,
the six-story central office tower, the two-story atrium building and the
two-story annex.
"Business Day" shall mean any day other than (i) Saturday and Sunday or (ii) a
day on which the banks in State are required to close.
"Claims" shall have