1.02

1.03

(i)

"Rental Taxes" means any tax or duty imposed upon the Landlord which is

measured by or based in whole or in part directly upon the Rent payable under

this lease, whether existing at the date hereof or hereinafter imposed by any

governmental authority, including without limitation value added tax, business

transfer tax, retail sales tax, federal sales tax, excise tax or duty, or any tax similar

to any of the foregoing;

(j)

"Replacement" has the meaning provided in Section 8.02;

(k)

"Settlement Agreement" means the agreement dated as of October 26,2000 and

signed by the Landlord and the Tenant to which this Ground Lease is a schedule;

(I)

"Taxes" means all taxes, rates, assessments, duties, levies and charges

whatsoever, whether municipal, parliamentary or otherwise, levied, imposed or

assessed by any taxing authority against the Lands and the Improvements or

either of them or upon the Landlord in respect thereof from time to time levied,

imposed or assessed in the future in lieu thereof, including those levied, imposed

or assessed for education, schools and local improvements or in respect of

leasehold improvements, trade fixtures, other fixture, equipment and property

moved or installed by the Tenant, including the amount of any applicable

payments in lieu of taxes, and includes capital tax levied on the Landlord;

(m)

"Term" means the term of this lease as provided in Section 2.03, any period of

permitted overholding and, if applicable, any renewal of this lease pursuant to

Section 2.04.

Schedules

The schedules of this lease are a part of it and consist of:

Schedule A

information as to the Lands, Improvements, and Adjacent

Lands;

Schedule B

Term, Rent, and additional terms of this Lease.

Number and Gender

The necessary grammatical changes required to make the provisions of this lease

apply in the plural sense where the Tenant comprises more than one entity and to corporations,

associations, partnerships or individuals, males or females, in all cases will be assumed as though

in each case fully expressed.

1.04

Headin~s and Captions

The article numbers, article headings, section numbers and section headings are

inserted for convenience of reference only and are not to be considered when interpreting this

lease.

1.05

Obli~ations as Covenants

Each obligation ofthe Landlord or the Tenant expressed in this lease, even though

not expressed as a covenant, is considered to be a covenant for all purposes.