Agenda - Economic Development Authority - 05/24/2005

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ARTICLE VIII TITLE Section 8.1. Title. During the Term of this Lease title to the Pro. ject and any and all repairs, replacements, substitutions and modifications to it under Sections 6.6 or 8.5 shall be in i:he Tenant, subject to Landlord's interest under the Ground Lease.: Upon any termination of this Lease described in Section 4.3 or upon a default by Tenant and Landlord's election to terminate this Lease pursuant to Article xr:[, title to the Project, but not the Land, shall pass to Landlord, ;md Tenant shall have no further interest in the Project under this Lease, excbpt for Tenant's interest in the Land. In such event Tenant shall execute and deliver to Landlord such documents as Landlord may request to evidence the termination of this Lease and pasage of legal title to *:he Pr{2ject, but not the Lanii, to Landlord; and upon request by Landlord, Tenant shall deliver possession of the Project to Landlord, in accordance with Section 12.3. Section 8.2. Security Interest. The. Tenant hereby grants to the Landlord a security interest in all portions of the Project that are deemed personal property or fixtures pursuant to applicable law, the proceeds thereof and all repairs, replacements, substitutions and modifications thereto or thereof made pursuant to Section 8.5 and a security interest in the proceeds of all insurance policies, in order to secure Tenant's payment of all Rental Payments due during the Term of this Lease and the performance of all other obligations herein to be peril)treed by the Tenant. The Tenant will cause to be executed, filed and recorded all i~struments, including financing statements and continuation statements, andwilI perform such acts as are required to establish and maintain a valid and perfected security interest in such portions of the Project. Section 8.3. Liens. During the Term of this Lease, Tenant shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Project, other than the respective rights of [~andlord and Tenant as herein provided and Permitted Encumbrances. Except as expressly provided in Section 7.3 and this Article, Tenant shall promptly, at its own expense, take such actkm as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encmnbrance or claim if the same shall ar/se 'at any time; provided that if any such lien for labor or materials is established against the Project and Tenant shall first notify Landlord of Tenant's intention to do so, Tenant may in good faith contest any such lien, and in such event may permit the lien so contested to remain undischarged and unsatisfied during the period of such contest a n.d ~ny appeal therefrom but only if (1) nonpayment' of any such item will not materially endanger the interest of Landlord in the Project and will not subject to loss or forfeiture the ;'roject or any part thereof, and (2) the Tenant files with the Landlord an opinion of l_ndependent Counsel stating in effect that neither event will occur. Tenant shall reimburse Landlord for any expense incurred by Landlord in order to discharge or remove any such mortgage, pledge, lien, ' charge, encumbrance or claim. Section 8.4. Installation of Tenant's Equipment. Tenant may at any time and from time to time, in its sole discretion and at its own exp¢nse, install items of fixtures, equipment and other personal property in or upon the Project. g:ll such items shall remain the s01e property of tV63908vl 25