GORDON & WILLIAMS, INC. 1A - 2005

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ARTICLE IV AGREEMENT TO LEASE; TERM OF THIS LEASE AGREEMENT; LEASE PAYMENTS Section 4.1. Lease. The Authority hereby leases the Property to the City, and the City hereby leases the Property from the Authority, upon the terms and conditions set forth in this Lease Agreement. Section 4.2. Term of Agreement. The Term of the Lease Agreement shall commence on the date hereof, and shall end on . 20~ unless such term is extended as hereinafter provided. If, on . 20~ the Lease Payments payable hereunder shall have been abated at any time and for any reason, or if an Event of Default shall have occurred under this Lease Agreement and, as a result, any obligation under this Lease Agreement remains unpaid, then the Term of the Lease Agreement shall be extended until there has been deposited with the Assignee an amount sufficient to pay all obligations due under the Lease Agreement, but in no event shall the Term of the Lease Agreement extend beyond March 1, 2040. Section 4.3. Possession. The City hereby agrees to accept and take possession of the Property on or prior to the date hereof. The first Lease Payment shall be due on September 1,2006. Section 4.4. Lease Payments. (a) Obligation to Pay. Subject to the provisions of Articles VI and X hereof, the City agrees to pay to the Authority, its successors and assigns, as rental for the beneficial use and occupancy of the Property during each Rental Period, the Lease Payments (denominated into components of principal and interest) in the respective amounts specified in Exhibit D hereto, to be due and payable on the respective Lease Payment Dates specified in Exhibit D hereto. Notwithstanding any dispute between the City, the Authority or any other party, the City will make all Lease Payments when due, without withholding any portion of such rent, pending final resolution of such dispute by mutual agreement between the parties thereto or by a court of competent jurisdiction. (b) Effect of Prepayment. In the event that the City prepays all remaining Lease Payments in full pursuant to Article X hereof, the City's obligations under this Lease Agreement shall thereupon cease and terminate including, but not limited to, the City's obligation to pay Lease Payments under this Section 4.4. (c) Rate on Overdue Payments. In the event the City should fail to make any of the payments required in this Section 4.4, the payment in default shall continue as an obligation of the City until the amount in default shall have been fully paid, and the City agrees to pay the same with interest thereon, to the extent permitted by law, from the date of such default to the date of payment at the rate of twelve percent (12%) per annum. (d) Fair Rental Value. The Lease Payments for the Property for each Rental Period shall constitute the total rental for the Property for each such Rental Period and shall be paid by the -7-