A
FINAL EXPRESSION OF THEIR AGREEMENT IN RESPECT OF THE SUBJECT MATTER HEREOF AND
AS A COMPLETE AND EXCLUSIVE STATEMENT OF SUCH TERMS, ALL NEGOTIATIONS,
CONSIDERATIONS AND REPRESENTATIONS BETWEEN THE PARTIES HAVING BEEN INCORPORATED
HEREIN.
SECTION 25.5.
BUSINESS DAY.
IF ANY PROVISION OF THIS LEASE WOULD RESULT IN A
PARTY'S PERFORMANCE OF AN OBLIGATION ON A DAY THAT IS NOT A BUSINESS DAY, THEN
SUCH PERFORMANCE SHALL INSTEAD BE DUE ON THE IMMEDIATELY FOLLOWING BUSINESS DAY,
WITH THE SAME FORCE AND EFFECT AS THOUGH MADE ON THE DATE OTHERWISE REQUIRED
HEREUNDER.
SECTION 25.6.
HEADINGS.
THE TABLE OF CONTENTS AND HEADINGS OF THE VARIOUS
ARTICLES AND SECTIONS OF THIS LEASE ARE FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT MODIFY, DEFINE OR LIMIT ANY OF THE TERMS OR PROVISIONS HEREOF.
SECTION 25.7.
COUNTERPARTS.
THIS LEASE MAY BE EXECUTED BY THE PARTIES IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT.
SECTION 25.8.
GOVERNING LAW.
THIS LEASE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
SECTION 25.9.
APPORTIONMENTS.
UPON ANY TERMINATION OF THIS LEASE (OTHER THAN A
TERMINATION RESULTING IN A CONVEYANCE OF LESSOR'S INTERESTS TO LESSEE), EXCEPT
AS OTHERWISE SET FORTH HEREIN, THERE SHALL BE APPORTIONED, AS OF THE DATE OF
SUCH TERMINATION, ALL RENTS (INCLUDING WATER OR SEWER RENTS), REAL ESTATE TAXES,
MUNICIPAL ASSESSMENTS, UTILITIES AND OTHER SIMILAR CHARGES PAYABLE WITH RESPECT
TO THE PROPERTY. UPON TERMINATION OF THIS LEASE RESULTING IN THE CONVEYANCE OF
LESSOR'S INTERESTS TO LESSEE, THERE SHALL BE NO SUCH APPORTIONMENT, ALL OF THE
FOREGOING DUE AND PAYABLE WITH RESPECT TO THE PROPERTY PRIOR TO TERMINATION
BEING PAID BY LESSEE HEREUNDER AND ALL DUE AFTER SUCH TIME SHALL BE PAID BY
LESSEE AS THE THEN OWNER OF THE PROPERTY.
SECTION 25.10.
ESTOPPEL CERTIFICATES.
EACH PARTY AGREES THAT AT ANY TIME AND
FROM TIME TO TIME DURING THE TERM, IT WILL PROMPTLY, BUT IN NO EVENT LATER THAN
TEN (10) BUSINESS DAYS AFTER REQUEST BY THE OTHER PARTY, EXECUTE, ACKNOWLEDGE
AND DELIVER TO SUCH
48
OTHER PARTY OR TO ANY PROSPECTIVE PURCHASER, ASSIGNEE OR MORTGAGEE OR OTHER
THIRD PARTY REASONABLY DESIGNATED BY SUCH OTHER PARTY, A CERTIFICATE STATING:
(A)
THAT THIS LEASE IS UNMODIFIED AND IN FORCE AND EFFECT (OR IF THERE
HAVE BEEN MODIFICATIONS, THAT THIS LEASE IS IN FORCE AND EFFECT AS MODIFIED, AND
IDENTIFYING THE MODIFICATION AGREEMENTS);
(B)
THE DATE TO WHICH BASE NET RENT HAS BEEN PAID;
(C)
WHETHER OR NOT THERE IS ANY EXISTING DEFAULT BY LESSEE IN THE
PAYMENT OF BASE NET RENT;
(D)
(I) IF REQUESTED OF LESSOR, WHETHER OR NOT, TO THE KNOWLEDGE OF
THE INDIVIDUAL EXECUTING THE SAME, AFTER REASONABLE INQUIRY, THERE IS ANY
EXISTING DEFAULT BY LESSEE IN THE PAYMENT OF ANY OTHER SUM OF