T H :
WHEREAS, Landlord holds fee simple title to, and/or the leasehold interest in,
the Leased Property (this and other capitalized terms used and not otherwise
defined herein having the meanings given such terms in Article 1); and
WHEREAS, Landlord wishes to lease the Leased Property to Tenant and Tenant
wishes to lease the Leased Property from Landlord, subject to and upon the terms
and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the mutual receipt and legal sufficiency
of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
ARTICLE 1
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires, (a) the terms defined in this Article
shall have the meanings assigned to them in this Article and include the plural
as well as the singular, (b) all accounting terms not otherwise defined herein
shall have the meanings assigned to them in accordance with GAAP, (c) all
references in this Agreement to designated "Articles", "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Agreement, and (d) the words "herein", "hereof", "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision.
1.1
"ADDITIONAL CHARGES"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN SECTION
3.1.3.
1.2
"ADDITIONAL RENT"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN SECTION
3.1.2(A).
1.3
"AFFILIATED PERSON"
SHALL MEAN, WITH RESPECT TO ANY PERSON, (A)
IN THE
CASE OF ANY SUCH PERSON WHICH IS A PARTNERSHIP, ANY PARTNER IN SUCH PARTNERSHIP,
(B) IN THE CASE OF ANY SUCH PERSON WHICH IS A LIMITED LIABILITY COMPANY, ANY
MEMBER OF SUCH COMPANY, (C) ANY OTHER PERSON WHICH IS A PARENT, A SUBSIDIARY, OR
A SUBSIDIARY OF A PARENT WITH RESPECT TO SUCH PERSON OR TO ONE OR MORE OF THE
PERSONS REFERRED TO IN THE PRECEDING CLAUSES (A) AND (B), (D) ANY OTHER PERSON
WHO IS AN OFFICER, DIRECTOR, TRUSTEE OR EMPLOYEE OF, OR PARTNER IN OR MEMBER OF,
SUCH PERSON OR ANY PERSON REFERRED TO IN THE PRECEDING CLAUSES (A), (B) AND (C),
AND (E) ANY OTHER PERSON WHO IS A MEMBER OF THE IMMEDIATE FAMILY OF SUCH PERSON
OR OF ANY PERSON REFERRED TO IN THE PRECEDING CLAUSES (A) THROUGH (D).
1.4
"AGREEMENT"
SHALL MEAN THIS LEASE AGREEMENT, INCLUDING ALL EXHIBITS
ATTACHED HERETO, AS IT AND THEY MAY BE AMENDED FROM TIME TO TIME AS HEREIN
PROVIDED.
1.5
"APPLICABLE LAWS"
SHALL MEAN ALL APPLICABLE LAWS, STATUTES, REGULATIONS,
RULES, ORDINANCES, CODES, LICENSES, PERMITS, NOTICES AND ORDERS, FROM TIME TO
TIME IN EXISTENCE, OF ALL COURTS OF COMPETENT JURISDICTION AND GOVERNMENT
AGENCIES, AND ALL APPLICABLE JUDICIAL AND ADMINISTRATIVE AND REGULATORY DECREES,
JUDGMENTS AND ORDERS, INCLUDING COMMON LAW RULINGS AND DETERMINATIONS, RELATING
TO INJURY TO, CONSERVATION OF, OR THE PROTECTION OF, REAL OR PERSONAL PROPERTY
OR HUMAN HEALTH OR THE ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, ALL VALID