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Guarantee and Surety Agreement
Guarantee and Surety Agreement (23K)
Doc #167266: Click preview link for longer preview.
GUARANTEE AND SURETY AGREEMENT
THIS GUARANTEE and Surety Agreement (the "Agreement" or the
"Guaranty") is made and entered into the 1st day of October, 2002 by the
undersigned (the "Guarantor"), for the benefit of COMMERCE BANK, NATIONAL
ASSOCIATION, a national banking association (the "Bank"). Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Note
(as hereinafter defined).
1. "Obligor" means RAIT PARTNERSHIP, L.P., a limited partnership
organized under the laws of the State of Delaware.
2. OBLIGATIONS. "Obligations" means all existing and hereafter
incurred or arising indebtedness, obligations and liabilities of the Obligor to
the Bank, whether absolute or contingent, direct or indirect, and arising out
of: (i) the Loan and Security Agreement of even date herewith by and between
Obligor and Bank (the "Loan Agreement") pursuant to which the Bank made a
certain Line of Credit in the amount of Twenty Million Dollars ($20,000,000)
available to Obligor; (ii) Obligor's promissory note of even date herewith in
favor of Bank in the principal amount of Twenty Million ($20,000,000) Dollars
(the "Note"); and (iii) all other documents executed by Obligor in favor of Bank
in connection with the Loan Agreement and the Note.
3. UNCONDITIONAL GUARANTY. In consideration of the existing
Obligations, Guarantor, intending to be legally bound hereby, absolutely and
unconditionally guarantees to the Bank the indefeasible payment, performance and
satisfaction when due (whether by stated maturity, demand, acceleration or
otherwise) of all Obligations and all sums incurred by Bank in enforcing this
Guaranty. The Obligations of the Guarantor hereunder shall continue in full
force and effect irrespective of the validity, legality or enforceability of any
agreements, notes or documents pursuant to which any of the Obligations arise,
or the existence, value or condition of any collateral for any of the
Obligations, or of any other guarantee of the Obligations, or any other
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor. This shall be an agreement of suretyship as well as of
guaranty, and the Bank, following the occurrence of an Event of Default, as
defined in the Loan Agreement, or any breach of the Guarantor's representations
and warranties set forth in Section 15 hereof, and prior to making demand upon
Obligor or any other party for payment, performance or satisfaction of any of
the Obligations, may proceed directly against Guarantor.
4. COST OF ENFORCEMENT. Guarantor agrees to pay the Bank all costs
and expenses (including reasonable attorney's fees) at any time incurred by the
Bank in the enforcement of this Guaranty against Guarantor.
5. PAYMENT BY GUARANTOR. Payment by Guarantor is due upon demand by
the Bank and is payable in immediately available funds in lawful money of the
United States of America.
167266
|
RAIT Investment
As referenced in this Guarantee and Surety Agreement:
RAIT INVESTMENT TRUST
– has executed this Guaranty as an
instrument under seal as of the day and year above written, intending to be
legally bound hereby.
RAIT INVESTMENT TRUST
By: /s/ Scott Schaeffer
------------------------------
Name: Scott Schaeffer
Title: President
7
{/TEXT}
{/DOCUMENT}
_____________
dt 110083
;
RAIT Investment
As referenced in this Guarantee and Surety Agreement:
RAIT INVESTMENT TRUST
– has executed this Guaranty as an
instrument under seal as of the day and year above written, intending to be
legally bound hereby.
RAIT INVESTMENT TRUST
By: /s/ Scott Schaeffer
------------------------------
Name: Scott Schaeffer
Title: President
7
{/TEXT}
{/DOCUMENT}
_____________
dt 110096
;
RAIT Investment
As referenced in this Guarantee and Surety Agreement:
RAIT INVESTMENT TRUST
– has executed this Guaranty as an
instrument under seal as of the day and year above written, intending to be
legally bound hereby.
RAIT INVESTMENT TRUST
By: /s/ Scott Schaeffer
------------------------------
Name: Scott Schaeffer
Title: President
7
{/TEXT}
{/DOCUMENT}
_____________
dt 110083
;
|
RAIT Investment
As referenced in this Guarantee and Surety Agreement:
RAIT INVESTMENT TRUST
– has executed this Guaranty as an
instrument under seal as of the day and year above written, intending to be
legally bound hereby.
RAIT INVESTMENT TRUST
By: /s/ Scott Schaeffer
------------------------------
Name: Scott Schaeffer
Title: President
7
{/TEXT}
{/DOCUMENT}
_____________
dt 110096
;
RAIT Partnership
As referenced in this Guarantee and Surety Agreement:
RAIT PARTNERSHIP, – Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Note
(as hereinafter defined).
1. "Obligor" means RAIT PARTNERSHIP, L.P., a limited partnership
organized under the laws of the State of Delaware.
2. OBLIGATIONS. "Obligations" means all existing and hereafter
_____________
dt 153061
;
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Guaranty and Suretyship Agreement
Guaranty and Suretyship Agreement (44K)
Doc #177993: Click preview link for longer preview.
GUARANTY AND SURETYSHIP AGREEMENT
---------------------------------
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") is
made this ___ day of _______________, 2003, by CEDAR INCOME FUND, LTD., a
Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar Operating Partnership") (individually, a
"Guarantor" and, collectively, the "Guarantors"), in favor of CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Lender").
Background
----------
Newport Plaza Associates, L.P., a Delaware limited
partnership, d/b/a Newport Plaza Shopping Center ("Borrower"), and Lender have
entered into a certain Loan Agreement dated this date (as the same may be
amended, modified or supplemented, from time to time, the "Loan Agreement")
pursuant to which Lender has agreed to extend a certain credit facility to
Borrower in the principal amount of up to Five Million Five Hundred Thirty Five
Thousand Dollars ($5,535,000) ("Loan"), which Loan is evidenced by a certain
Promissory Note dated this date ("Note") executed by Borrower and made payable
to the order of Lender in the stated principal amount of the Loan. The Note is
secured, inter alia, by an Open-end Mortgage and Security Agreement dated this
date ("Mortgage") given by Borrower to Lender covering certain land and the
buildings and improvements thereon known as Newport Plaza located at U.S. Route
322 and Route 34 in Howe Township, Perry County, Pennsylvania (collectively, the
"Project").
The Loan Agreement, Note, Mortgage and all other documents
evidencing or securing the Loan are hereinafter sometimes referred to
individually as a "Loan Document" and collectively as the "Loan Documents", and
the Loan Documents are hereby incorporated herein by reference. Capitalized
terms used in this Agreement without definition shall have the same meanings
ascribed to those terms in the Loan Agreement.
Each Guarantor is an Affiliate of Borrower, and in such
capacity each Guarantor will be directly and materially benefitted by the making
of the Loan by Lender to Borrower.
Lender, as a condition to its agreement to make the Loan to
Borrower, and as a material inducement thereto, has required that Guarantors
execute this Agreement for all of the purposes hereinafter set forth.
Agreement
---------
NOW THEREFORE, Guarantors, for and in consideration of the
Loan being made to Borrower, and intending to be legally bound, hereby covenant
and agree as follows:
1. The Guaranteed Obligations. Guarantors, each for itself and
its successors and assigns, hereby irrevocably, unconditionally, absolutely, and
jointly and severally, guarantee to Lender, and its successors, endorsees and
assigns, and become sureties for the prompt payment, compliance and performance
by Borrower of each of the following obligations of Borrower under the Loan
Documents (the payment, compliance and performance obligations hereunder
guaranteed by Guarantors are hereinafter collectively referred to as the
"Guaranteed Obligations"):
{PAGE}
(a) The payment of the principal amount of the Note to the
extent of, in the aggregate, One Million Eighty Thousand Dollars ($1,080,000)
("Specified Principal Guaranty Amount"), which Specified Principal Guaranty
Amount shall not be reduced by payments on account of the Note through regularly
scheduled payments of principal and/or interest, enforcement of remedies
following an Event of Default or from any other source until and then only to
the extent that either (i) the total principal balance of the Note is reduced to
less than the Specified Principal Guaranty Amount or (ii) Guarantors pay to
Lender the Specified Principal Guaranty Amount;
(b) The payment of all interest on the Loan;
(c) The payment of all Hedging Obligations; and
(d) The payment of all damages and/or losses suffered or
incurred by Lender in any way arising out of, resulting from or relating to any
one or more of the following: (i) any fraud or willful misrepresentation
committed by Borrower; (ii) any retention by Borrower of rental income, security
deposits, or similar income of the Project after an Event of Default has
occurred, to the extent of such retention (except to the extent applied to the
payment of principal and interest then due under the Loan); (iii) any real
property taxes or assessments accrued prior to Lender's acquisition of ownership
of the Project following an Event of Default; (iv) removal and failure to
replace any personal property securing the Loan, other than in the ordinary
course of Borrower's business; (v) misapplication of insurance or condemnation
proceeds relating to the Project; (vi) failure to maintain hazard or liability
insurance relating to the Project in accordance with the Loan Documents until
Lender acquires title to the Project by foreclosure or deed in lieu of
foreclosure; (vii) the presence of any Hazardous Substances (as that term is
defined in the Environmental Agreement) which may affect the Project or any
misrepresentation or breach of any covenants or indemnities by Borrower set
forth in any of the Loan Documents with respect to Hazardous Substances,
including without limitation those set forth in the Environmental Agreement;
(viii) any transfer of the Project or any portion thereof without prior written
consent of Lender; (ix) any indebtedness secured by a mortgage covering the
Project other than the Loan; (x) the commencement of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution, liquidation or
receivership proceedings instituted by or against Borrower or either Guarantor
unless such proceedings are withdrawn, dismissed or discharged within sixty (60)
days; (xi) any defense, counterclaim or other effort by or on behalf of Borrower
to contest, defend or delay mortgage foreclosure proceedings or acquisition of a
deed in lieu of foreclosure by Lender following the occurrence of an Event of
Default, provided that, if such Event of Default is not the result of the
failure to make a payment of principal or interest under the Loan when due,
there shall be no personal liability if any such defense or counterclaim
succeeds on its merits as a result of which there is no recovery by Lender; and
(xii) all fees and costs, including reasonable attorneys fees, incurred in
enforcing and collecting under this Agreement.
The Guaranteed Obligations set forth in this Section 1 are separate and
independent of each other, and the payment, compliance and performance of one or
more of such Guaranteed Obligations shall not constitute the payment, compliance
or performance on account of or with respect to any other of such Guaranteed
177993
|
Cedar Bay Realty
As referenced in this Guaranty and Suretyship Agreement:
Cedar Bay Realty Advisors, – with any
subsequent unrevoked written direction from any party to the others:
-11-
{PAGE}
If to Guarantors:
Cedar Income Fund, Ltd.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to
Stuart H. Widowski,
_____________
Cedar Bay Realty Advisors, – South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty
_____________
Cedar Bay Realty Advisors, – Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to:
Stuart H. Widowski,
_____________
Cedar Bay Realty Advisors, – South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to:
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
If to Lender:
Citizens Bank Of Pennsylvania
2001 Market Street, 6th
_____________
dt 112568
;
Cedar Income
As referenced in this Guaranty and Suretyship Agreement:
CEDAR INCOME FUND, – 23
{TEXT}
{PAGE}
GUARANTY AND SURETYSHIP AGREEMENT
---------------------------------
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") is
made this ___ day of _______________, 2003, by CEDAR INCOME FUND, LTD., a
Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar Operating Partnership") (individually, a
"
_____________
CEDAR INCOME FUND – SURETYSHIP AGREEMENT (this "Agreement") is
made this ___ day of _______________, 2003, by CEDAR INCOME FUND, LTD., a
Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar Operating Partnership") (individually, a
"Guarantor" and, collectively, the "Guarantors"), in favor of CITIZENS BANK OF
_____________
Cedar Income Fund, – the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:
-11-
{PAGE}
If to Guarantors:
Cedar Income Fund, Ltd.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
_____________
Cedar Income Fund – copy to
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S.
_____________
CEDAR INCOME FUND, – PAGE INTENTIONALLY LEFT BLANK]
-13-
{PAGE}
IN WITNESS WHEREOF, Guarantors have duly executed this
Agreement, under seal, on the date first written above.
CEDAR INCOME FUND, LTD., a Maryland
corporation
Attest: ______________________ By:________________________________
Stuart H. Widowski Brenda J. Walker
Secretary Vice President
CEDAR INCOME FUND PARTNERSHIP,
L.
_____________
dt 89981
;
CIFP
As referenced in this Guaranty and Suretyship Agreement:
CEDAR INCOME FUND PARTNERSHIP, – SURETYSHIP AGREEMENT (this "Agreement") is
made this ___ day of _______________, 2003, by CEDAR INCOME FUND, LTD., a
Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar Operating Partnership") (individually, a
"Guarantor" and, collectively, the "Guarantors"), in favor of CITIZENS BANK OF
_____________
Cedar Income Fund Partnership, – copy to
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S.
_____________
CEDAR INCOME FUND PARTNERSHIP, – first written above.
CEDAR INCOME FUND, LTD., a Maryland
corporation
Attest: ______________________ By:________________________________
Stuart H. Widowski Brenda J. Walker
Secretary Vice President
CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited
partnership, by its sole general
partner, as follows:
Cedar Income Fund, Ltd.
By:________________________________
Brenda J. Walker
_____________
CEDAR
INCOME FUND PARTNERSHIP, – J. Walker, who acknowledged herself to be the Vice President of Cedar
Income Fund, Ltd., a Maryland corporation, the sole general partner of CEDAR
INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership, and that as such
officer being authorized to do so, executed the foregoing instrument for the
_____________
dt 109056
;
|
Citizens Bank
As referenced in this Guaranty and Suretyship Agreement:
CITIZENS BANK OF
PENNSYLVANIA, – CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar Operating Partnership") (individually, a
"Guarantor" and, collectively, the "Guarantors"), in favor of CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Lender").
Background
----------
Newport Plaza Associates, L.P., a Delaware limited
partnership, d/b/a Newport Plaza
_____________
Citizens Bank Of Pennsylvania
– H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
If to Lender:
Citizens Bank Of Pennsylvania
2001 Market Street, 6th Floor
Philadelphia, Pennsylvania 19103-7053
Attention: Mr. Robert L. Schopf
Vice President
with a copy to:
Pepper Hamilton
_____________
dt 112497
;
Newport Plaza
As referenced in this Guaranty and Suretyship Agreement:
Newport Plaza Associates, – Partnership") (individually, a
"Guarantor" and, collectively, the "Guarantors"), in favor of CITIZENS BANK OF
PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Lender").
Background
----------
Newport Plaza Associates, L.P., a Delaware limited
partnership, d/b/a Newport Plaza Shopping Center ("Borrower"), and Lender have
entered into a certain Loan
_____________
dt 90011
;
More... |
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Guaranty and Suretyship Agreement
Guaranty and Suretyship Agreement (43K)
Doc #177994: Click preview link for longer preview.
GUARANTY AND SURETYSHIP AGREEMENT
---------------------------------
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") is made this
___ day of _______________, 2003, to be delivered on _______________, 2003, by
CEDAR INCOME FUND, LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Cedar Operating
Partnership") (individually, a "Guarantor" and, collectively, the "Guarantors"),
in favor of CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank ("Lender").
Background
----------
Halifax Plaza Associates, L.P., a Delaware limited partnership
("Borrower"), and Lender have entered into a certain Loan Agreement dated this
date (as the same may be amended, modified or supplemented, from time to time,
the "Loan Agreement") pursuant to which Lender has agreed to extend a certain
credit facility to Borrower in the principal amount of up to Four Million Two
Hundred Sixty Five Thousand Dollars ($4,265,000) ("Loan"), which Loan is
evidenced by a certain Promissory Note dated this date ("Note") executed by
Borrower and made payable to the order of Lender in the stated principal amount
of the Loan. The Note is secured, inter alia, by an Open-end Mortgage and
Security Agreement dated this date ("Mortgage") given by Borrower to Lender
covering certain land and the buildings and improvements thereon known as
Halifax Plaza located at 3761-3777 Peter's Mountain Road in Halifax Township,
Dauphin County, Pennsylvania (collectively, the "Project").
The Loan Agreement, Note, Mortgage and all other documents evidencing
or securing the Loan are hereinafter sometimes referred to individually as a
"Loan Document" and collectively as the "Loan Documents", and the Loan Documents
are hereby incorporated herein by reference. Capitalized terms used in this
Agreement without definition shall have the same meanings ascribed to those
terms in the Loan Agreement.
Each Guarantor is an Affiliate of Borrower, and in such capacity each
Guarantor will be directly and materially benefitted by the making of the Loan
by Lender to Borrower.
Lender, as a condition to its agreement to make the Loan to Borrower,
and as a material inducement thereto, has required that Guarantors execute this
Agreement for all of the purposes hereinafter set forth.
Agreement
---------
NOW THEREFORE, Guarantors, for and in consideration of the Loan being
made to Borrower, and intending to be legally bound, hereby covenant and agree
as follows:
1. The Guaranteed Obligations. Guarantors, each for itself and its
successors and assigns, hereby irrevocably, unconditionally, absolutely, and
jointly and severally, guarantee to Lender, and its successors, endorsees and
assigns, and become sureties for the prompt payment, compliance and performance
by Borrower of each of the following obligations of Borrower under the Loan
Documents (the payment, compliance and performance obligations hereunder
guaranteed by Guarantors are hereinafter collectively referred to as the
"Guaranteed Obligations"):
{PAGE}
(a) The payment of the principal amount of the Note to the extent
of, in the aggregate, Eight Hundred Eighty Three Thousand Dollars ($883,000)
("Specified Principal Guaranty Amount"), which Specified Principal Guaranty
Amount shall not be reduced by payments on account of the Note through regularly
scheduled payments of principal and/or interest, enforcement of remedies
following an Event of Default or from any other source until and then only to
the extent that either (i) the total principal balance of the Note is reduced to
less than the Specified Principal Guaranty Amount or (ii) Guarantors pay to
Lender the Specified Principal Guaranty Amount;
(b) The payment of all interest on the Loan;
(c) The payment of all Hedging Obligations; and
(d) The payment of all damages and/or losses suffered or incurred by
Lender in any way arising out of, resulting from or relating to any one or more
of the following: (i) any fraud or willful misrepresentation committed by
Borrower; (ii) any retention by Borrower of rental income, security deposits, or
similar income of the Project after an Event of Default has occurred, to the
extent of such retention (except to the extent applied to the payment of
principal and interest then due under the Loan); (iii) any real property taxes
or assessments accrued prior to Lender's acquisition of ownership of the Project
following an Event of Default; (iv) removal and failure to replace any personal
property securing the Loan, other than in the ordinary course of Borrower's
business; (v) misapplication of insurance or condemnation proceeds relating to
the Project; (vi) failure to maintain hazard or liability insurance relating to
the Project in accordance with the Loan Documents until Lender acquires title to
the Project by foreclosure or deed in lieu of foreclosure; (vii) the presence of
any Hazardous Substances (as that term is defined in the Environmental
Agreement) which may affect the Project or any misrepresentation or breach of
any covenants or indemnities by Borrower set forth in any of the Loan Documents
with respect to Hazardous Substances, including without limitation those set
forth in the Environmental Agreement; (viii) any transfer of the Project or any
portion thereof without prior written consent of Lender; (ix) any indebtedness
secured by a mortgage covering the Project other than the Loan; (x) the
commencement of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution, liquidation or receivership proceedings instituted by or
against Borrower or either Guarantor unless such proceedings are withdrawn,
dismissed or discharged within sixty (60) days; (xi) any defense, counterclaim
or other effort by or on behalf of Borrower to contest, defend or delay mortgage
foreclosure proceedings or acquisition of a deed in lieu of foreclosure by
Lender following the occurrence of an Event of Default, provided that, if such
Event of Default is not the result of the failure to make a payment of principal
or interest under the Loan when due, there shall be no personal liability if any
such defense or counterclaim succeeds on its merits as a result of which there
is no recovery by Lender; and (xii) all fees and costs, including reasonable
attorneys fees, incurred in enforcing and collecting under this Agreement.
The Guaranteed Obligations set forth in this Section 1 are separate and
independent of each other, and the payment, compliance and performance of one or
more of such Guaranteed Obligations shall not constitute the payment, compliance
or performance on account of or with respect to any other of such Guaranteed
Obligations.
177994
|
Cedar Bay Realty
As referenced in this Guaranty and Suretyship Agreement:
Cedar Bay Realty Advisors, – with any
subsequent unrevoked written direction from any party to the others:
-11-
{PAGE}
If to Guarantors:
Cedar Income Fund, Ltd.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to
Stuart H. Widowski,
_____________
Cedar Bay Realty Advisors, – South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty
_____________
Cedar Bay Realty Advisors, – Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to:
Stuart H. Widowski,
_____________
Cedar Bay Realty Advisors, – South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to:
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
If to Lender:
Citizens Bank Of Pennsylvania
2001 Market Street, 6th
_____________
dt 112569
;
Cedar Income
As referenced in this Guaranty and Suretyship Agreement:
CEDAR INCOME FUND, – AGREEMENT
---------------------------------
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") is made this
___ day of _______________, 2003, to be delivered on _______________, 2003, by
CEDAR INCOME FUND, LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Cedar Operating
Partnership") (individually, a "
_____________
CEDAR INCOME
FUND – this
___ day of _______________, 2003, to be delivered on _______________, 2003, by
CEDAR INCOME FUND, LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Cedar Operating
Partnership") (individually, a "Guarantor" and, collectively, the "Guarantors"),
in favor of CITIZENS BANK OF
_____________
Cedar Income Fund, – the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:
-11-
{PAGE}
If to Guarantors:
Cedar Income Fund, Ltd.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
_____________
Cedar Income Fund – copy to
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S.
_____________
CEDAR INCOME FUND, – 13-
{PAGE}
IN WITNESS WHEREOF, Guarantors have duly executed this
Agreement, under seal, on the date first written above.
{TABLE}
{CAPTION}
{S} {C}
CEDAR INCOME FUND, LTD., a Maryland corporation
Attest: ______________________ By:__________________________________
Stuart H. Widowski Brenda J. Walker
Secretary Vice President
CEDAR INCOME FUND PARTNERSHIP, L.
_____________
dt 89982
;
CIFP
As referenced in this Guaranty and Suretyship Agreement:
CEDAR INCOME
FUND PARTNERSHIP, – this
___ day of _______________, 2003, to be delivered on _______________, 2003, by
CEDAR INCOME FUND, LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Cedar Operating
Partnership") (individually, a "Guarantor" and, collectively, the "Guarantors"),
in favor of CITIZENS BANK OF
_____________
Cedar Income Fund Partnership, – copy to
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S.
_____________
CEDAR INCOME FUND PARTNERSHIP, – CAPTION}
{S} {C}
CEDAR INCOME FUND, LTD., a Maryland corporation
Attest: ______________________ By:__________________________________
Stuart H. Widowski Brenda J. Walker
Secretary Vice President
CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited
partnership, by its sole general partner, as follows:
Cedar Income Fund, Ltd.
By:____________________________
Brenda J. Walker
_____________
CEDAR INCOME FUND PARTNERSHIP, – J. Walker,
who acknowledged herself to be the Vice President of Cedar Income Fund, Ltd., a
Maryland corporation, the sole general partner of CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited partnership, and that as such officer being authorized
to do so, executed the foregoing instrument for the
_____________
dt 109057
;
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Citizens Bank
As referenced in this Guaranty and Suretyship Agreement:
CITIZENS BANK OF PENNSYLVANIA, – CEDAR INCOME
FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Cedar Operating
Partnership") (individually, a "Guarantor" and, collectively, the "Guarantors"),
in favor of CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank ("Lender").
Background
----------
Halifax Plaza Associates, L.P., a Delaware limited partnership
("Borrower"), and Lender have entered
_____________
Citizens Bank Of Pennsylvania
– H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
If to Lender:
Citizens Bank Of Pennsylvania
2001 Market Street, 6th Floor
Philadelphia, Pennsylvania 19103-7053
Attention: Mr. Robert L. Schopf
Vice President
with a copy to:
Pepper Hamilton
_____________
dt 112498
;
Halifax Plaza
As referenced in this Guaranty and Suretyship Agreement:
Halifax Plaza Associates, – Partnership") (individually, a "Guarantor" and, collectively, the "Guarantors"),
in favor of CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered
savings bank ("Lender").
Background
----------
Halifax Plaza Associates, L.P., a Delaware limited partnership
("Borrower"), and Lender have entered into a certain Loan Agreement dated this
date (as the same
_____________
dt 89997
;
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Guaranty and Suretyship Agreement
Guaranty and Suretyship Agreement (42K)
Doc #254792: Click preview link for longer preview.
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Agreement") executed on
November 14, 2002, to be delivered on November 15, 2002, by CEDAR INCOME FUND,
LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited partnership ("Cedar Operating Partnership")
(individually, a "Guarantor" and, collectively, the "Guarantors"), in favor of
CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered savings bank
("Lender").
Background
CEDAR-CAMP HILL, LLC, a Delaware limited liability company
("Borrower"), and Lender have entered into a certain Loan Agreement dated this
date (as the same may be amended, modified or supplemented, from time to time,
the "Loan Agreement") pursuant to which Lender has agreed to extend a certain
credit facility to Borrower in the principal amount of Fourteen Million Dollars
($14,000,000) ("Loan"), which Loan is evidenced by a certain Promissory Note
dated this date ("Note") executed by Borrower and made payable to the order of
Lender in the stated principal amount of the Loan. The Note is secured, inter
alia, by an Open-end Mortgage and Security Agreement dated this date
("Mortgage") given by Borrower to Lender encumbering Borrower's interest in
certain land and the buildings and improvements thereon located at 32nd Street
(a/k/a U.S. Route 11/15) and Trindle Road in Camp Hill, Cumberland County,
Pennsylvania, as more particularly described in the Mortgage (such land and
improvements, collectively, the "Project").
The Loan Agreement, Note, Mortgage and all other documents evidencing
or securing the Loan are hereinafter sometimes referred to individually as a
"Loan Document" and collectively as the "Loan Documents", and the Loan Documents
are hereby incorporated herein by reference. Capitalized terms used in this
Agreement without definition shall have the same meanings ascribed to those
terms in the Loan Agreement.
Each Guarantor is an Affiliate of Borrower, and in such capacity each
Guarantor will be directly and materially benefitted by the making of the Loan
by Lender to Borrower.
Lender, as a condition to its agreement to make the Loan to Borrower,
and as a material inducement thereto, has required that Guarantors execute this
Agreement for all of the purposes hereinafter set forth.
Agreement
NOW THEREFORE, Guarantors, for and in consideration of the Loan being
made to Borrower, and intending to be legally bound, hereby covenant and agree
as follows:
1. The Guaranteed Obligations. Guarantors, each for itself and its
successors and assigns, hereby irrevocably, unconditionally, absolutely, and
jointly and severally, guarantee to Lender, and its successors, endorsees and
assigns, and become sureties for the prompt payment, compliance and performance
by Borrower of each of the following obligations of Borrower under the Loan
Documents (the payment, compliance and performance obligations hereunder
guaranteed by Guarantors are hereinafter collectively referred to as the
"Guaranteed Obligations"):
{PAGE}
(a) The payment of the principal amount of the Note to the extent of
Three Million Five Hundred Thousand Dollars ($3,500,000) ("Specified Principal
Guaranty Amount"), which Specified Principal Guaranty Amount shall not be
reduced by payments on account of the Note through regularly scheduled payments
of principal and/or interest, enforcement of remedies following an Event of
Default or from any other source until and then only to the extent that either
(i) the total principal balance of the Note is reduced to less than the
Specified Principal Guaranty Amount or (ii) Guarantors pay to Lender the
Specified Principal Guaranty Amount;
(b) The payment of all Hedging Obligations; and
(c) The payment of all damages and/or losses suffered or incurred by
Lender in any way arising out of, resulting from or relating to any one or more
of the following: (i) any fraud or willful misrepresentation committed by
Borrower; (ii) any retention by Borrower of rental income, security deposits, or
similar income of the Project after an Event of Default has occurred, to the
extent of such retention (except to the extent applied to the payment of
principal and interest then due under the Loan); (iii) any real property taxes
or assessments accrued prior to Lender's acquisition of ownership of the Project
following an Event of Default; (iv) removal and failure to replace any personal
property securing the Loan, other than in the ordinary course of Borrower's
business; (v) misapplication of insurance or condemnation proceeds relating to
the Project; (vi) failure to maintain hazard or liability insurance relating to
the Project in accordance with the Loan Documents; (vii) the presence of any
Hazardous Substances (as that term is defined in the Environmental Agreement)
which may affect the Project or any misrepresentation or breach of any covenants
or indemnities by Borrower set forth in any of the Loan Documents with respect
to Hazardous Substances, including without limitation those set forth in the
Environmental Agreement; (viii) any transfer of the Project or any portion
thereof without prior written consent of Lender; (ix) any indebtedness secured
by a mortgage covering the Project other than the Loan; (x) the commencement of
any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution,
liquidation or receivership proceedings instituted by or against Borrower or
either Guarantor unless such proceedings are withdrawn, dismissed or discharged
within sixty (60) days; (xi) any defense, counterclaim or other effort by or on
behalf of Borrower to contest, defend or delay mortgage foreclosure proceedings
or acquisition of a deed in lieu of foreclosure by Lender following the
occurrence of an Event of Default, provided that, if such Event of Default is
not the result of the failure to make a payment of principal or interest under
the Loan when due, there shall be no personal liability if any such defense or
counterclaim succeeds on its merits as a result of which there is no recovery by
Lender; and (xii) all fees and costs, including reasonable attorneys fees,
incurred in enforcing and collecting under this Agreement.
The Guaranteed Obligations set forth in this Section 1 are separate and
independent of each other, and the payment, compliance and performance of one or
more of such Guaranteed Obligations shall not constitute the payment, compliance
or performance on account of or with respect to any other of such Guaranteed
Obligations.
254792
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Cedar Bay Realty
As referenced in this Guaranty and Suretyship Agreement:
Cedar Bay Realty Advisors, – in accordance with any subsequent unrevoked written direction from
any party to the others:
If to Guarantors:
Cedar Income Fund, Ltd.
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
-11-
{PAGE}
with a copy to:
Stuart
_____________
Cedar Bay Realty Advisors, – Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
-11-
{PAGE}
with a copy to:
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty
_____________
Cedar Bay Realty Advisors, – Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to:
Stuart H. Widowski,
_____________
Cedar Bay Realty Advisors, – South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S. Ullman
with a copy to:
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
If to Lender:
Citizens Bank Of Pennsylvania
2001 Market Street, 6th
_____________
dt 112616
;
CIFP
As referenced in this Guaranty and Suretyship Agreement:
CEDAR INCOME FUND PARTNERSHIP, – executed on
November 14, 2002, to be delivered on November 15, 2002, by CEDAR INCOME FUND,
LTD., a Maryland corporation ("Cedar REIT"), and CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited partnership ("Cedar Operating Partnership")
(individually, a "Guarantor" and, collectively, the "Guarantors"), in favor of
CITIZENS BANK OF
_____________
Cedar Income Fund Partnership, – copy to:
Stuart H. Widowski, Esquire
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Cedar Income Fund Partnership, L.P.,
c/o Cedar Bay Realty Advisors, Inc.
44 South Bayles Avenue, Suite 304
Port Washington, NY 11050
Attention: Leo S.
_____________
CEDAR INCOME FUND PARTNERSHIP, – above.
CEDAR INCOME FUND, LTD., a Maryland
corporation
Attest: By:
------------------------- -----------------------------------
Name: Stuart H. Widowski Name: Brenda J. Walker
Title: Secretary Title: Vice President
CEDAR INCOME FUND PARTNERSHIP, L.P., a
Delaware limited partnership
By: Cedar Income Fund, Ltd.
By:
---------------------------------
Name:
Title:
-13-
{PAGE}
COMMONWEALTH OF PENNSYLVANIA )
) SS
COUNTY OF
_____________
CEDAR INCOME FUND PARTNERSHIP, – _______________________, who acknowledged themselves
to be the __________ and ____________, respectively, of Cedar Income Fund, Ltd.,
a Maryland corporation, sole general partner of CEDAR INCOME FUND PARTNERSHIP,
L.P., a Delaware limited partnership, and that as such being authorized to do
so, executed the foregoing instrument for the purposes
_____________
dt 109112
;
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| 2000 |
Guaranty and Suretyship Agreement [Amended and Restated]
Guaranty and Suretyship Agreement [Amended and Restated] (45K)
Doc #382124: Click preview link for longer preview.
AMENDED AND RESTATED GUARANTY AND SURETYSHIP AGREEMENT
THIS AMENDED AND RESTATED GUARANTY AND SURETYSHIP AGREEMENT,
made as of December 11, 2000 (herein, together with all amendments and
supplements hereto, called this "Guaranty"), by SYBRON INTERNATIONAL
CORPORATION, f/k/a Sybron Acquisition Company, a Wisconsin corporation, d/b/a
Apogent Technologies (herein, together with any corporation succeeding thereto
by consolidation, merger or acquisition of its assets substantially as an
entirety, called "Guarantor"), having its principal office at 10 Pleasant
Street, Suite 300, Portsmouth, New Hampshire 03801, to CORPORATE PROPERTY
ASSOCIATES 8, L.P., A DELAWARE LIMITED PARTNERSHIP, a Delaware limited
partnership and CORPORATE PROPERTY ASSOCIATES 7 - A CALIFORNIA LIMITED
PARTNERSHIP, a California limited partnership (herein, together with their
successors and assigns, collectively called "Landlord"), each having an address
c/o W. P. Carey & Co., LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York
10020.
WITNESSETH:
WHEREAS, Landlord, as lessor, has entered into (a) a Lease
Agreement made as of December 21, 1988 (the "Barnstead Lease") with Barnstead
Thermolyne Corporation ("Barnstead"), as lessee, covering certain real property
located in Dubuque, Iowa, as more particularly described therein; (b) a Lease
Agreement made as of December 21, 1988 (the "Erie Lease") with Erie Scientific
Company ("Erie"), as lessee, covering certain premises located in Portsmouth,
New Hampshire; and (c) a Lease Agreement made as of December 21, 1988 (the
"Nalge Lease") with Nalge Company ("Nalge"), as lessee, covering certain
premises located in Penfield, New York (collectively, the Barnstead Lease, the
Erie Lease and the Nalge Lease, all as may be amended or modified from time to
time, are referred to herein as the "Leases"; and Barnstead, Erie and Nalge are
hereinafter referred to collectively as the "Tenants");
WHEREAS, simultaneously with the execution and delivery of
this Guaranty, Landlord and each of the Tenants have entered into an Amendment
of the Lease Agreement dated as of the date hereof (collectively, the "Lease
Amendments");
WHEREAS, as a material inducement to Landlord to enter into
the Leases, Guarantor made for the benefit of Landlord that certain Guaranty and
Suretyship Agreement made as of December 21, 1988, guaranteeing among other
things, all of Tenants obligations under the Leases (the "Original Guaranty");
WHEREAS, Barnstead, Erie and Nalge are indirectly wholly-
owned subsidiaries of Guarantor;
{PAGE} 2
WHEREAS, the execution and delivery of this Guaranty by
Guarantor is a material inducement to Landlord to enter into the Lease
Amendments and Guarantor will substantially benefit from the execution of the
Lease Amendments; and
WHEREAS, the parties hereto wish to amend and restate the
Original Guaranty in its entirety in order to correctly reflect the revised
terms of the Original Guaranty.
NOW, THEREFORE, in consideration of the execution and delivery
of the Lease Amendments and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Guarantor, intending
to be legally bound, covenants and agrees with Landlord as follows:
1. Guarantor unconditionally and irrevocably guarantees to
Landlord, as to each Lease, that (a) all Rent (as defined in such Lease),
purchase prices and all other sums stated in such Lease to be payable by the
Tenant thereunder, whether due by acceleration or otherwise, including costs and
expenses of collection (collectively, the "Monetary Obligations") will be
promptly paid in full when due, in accordance with the provisions thereof, and
(b) such Tenant will perform and observe each and every covenant, agreement,
term and condition in such Lease to be performed or observed by such Tenant,
including contingent obligations to offer to purchase the Leased Premises and to
pay the agreed purchase price therefor as provided in the Lease (collectively,
the "Performance Obligations"). If for any reason any Monetary Obligations shall
not be paid promptly when due, Guarantor shall, immediately upon demand, pay the
same to Landlord with interest due thereon as stated in the Lease. If for any
reason such Tenant shall fail to perform or observe any Performance Obligations,
Guarantor shall, immediately upon demand, perform and observe the same or cause
the same to be performed or observed. In addition to the foregoing, Guarantor
hereby becomes surety to Landlord for the due and punctual payment and
performance of the Monetary Obligations and the Performance Obligations and
Guarantor hereby waives all defenses of any nature that may be available to
Guarantor as a surety and guarantor other than the defenses of payment of the
Monetary Obligations and performance of the Performance Obligations.
2. Landlord may enforce this Guaranty without first having
recourse against any Tenant, or exhausting its rights or remedies under any
Lease; provided, however, that nothing herein shall prohibit Landlord from
exercising its rights against Guarantor and any or all of the Tenants
simultaneously, jointly or severally. This Guaranty and the obligations of
Guarantor hereunder are direct, continuing, unconditional, irrevocable and
absolute; this Guaranty constitutes the agreement to pay money and to act in the
first instance and is not to be construed as a contract of indemnity or as a
guaranty of collectibility. This Guaranty is made expressly for the benefit of
Landlord and each Lender from time to time, and this Guaranty, the rights of
Landlord and Lender hereunder and any partial interest herein may be assigned in
whole or in part from time to time by Landlord or Lender, whether directly or by
way of a grant of security herein, without the consent of Guarantor. Any Lender,
whether or not such Lender is an assignee, may enforce any and all of the terms
hereof as though such Lender were a party hereto. No action or failure to act on
the part of Guarantor shall adversely affect or limit in any way the rights
hereunder of Landlord, any Lender or any such assignee. No such assignment shall
relieve Guarantor of its obligations hereunder or constitute an assumption of
any such obligation on the part of any such assignee.
-2-
{PAGE} 3
3. The obligations, covenants, agreements and duties of
Guarantor under this Guaranty shall in no way be discharged, affected or
impaired by any of the following:
(a) the waiver by Landlord of the performance or
observance by any Tenant or any other party of any of the
agreements, covenants, terms or conditions contained in any
Lease;
(b) the extension, in whole or in part, of the time
for payment by any Tenant of any sums owing or payable under
any Lease, or of any other sums or obligations under or
arising out of or on account of any Lease, or the renewal or
extension of any Lease;
(c) any sublease by any Tenant to any other Person
as defined in such Tenant's respective Lease;
(d) any assumption by any party of any Tenant's
obligations under, or any Tenant's assignment of any of its
interests in, the Lease to which it is a party (provided,
however, if (i) any Tenant shall assign its Lease to an entity
with a rating on its publicly traded unsecured senior debt of
"Baa" or better from Moody's Investors Services, Inc. or with
a comparable rating by Standard & Poor's Corporation, in
accordance with the provisions of Paragraph 17 of such Lease,
(ii) such assignee shall expressly assume all obligations of
such Tenant under the Lease, which arise on or after the date
of such assignment, by written instrument of assumption
delivered to Landlord at the time of such assignment with a
duplicate original delivered to Lender which instrument
incorporates no collateral matters and which does not alter
the obligations under the Lease and (iii) such Tenant has
fulfilled all its obligations to Landlord under the Lease
which arose prior to the date of such assignment, then this
Guaranty shall terminate as to such Tenant; provided, however,
that this Guaranty shall not terminate with respect to any
violation of the Environmental Laws which arises prior to the
date of such assignment unless such assignee assumes all
obligations of such Tenant under the Lease with respect to any
violation of the Environmental Laws actual or contingent,
which arise prior to the date of such assignment, and
provided, further, that if the assignee described in clause
(i) above is also a Tenant Affiliate (as such term is defined
in the Lease), this Guaranty shall not terminate as to such
Tenant);
-3-
{PAGE} 4
(e) the modification or amendment (whether material
or otherwise) of any provision of any Lease and Guarantor
hereby consents to any such modifications and amendments and
to any future terms or agreements heretofore or hereafter made
by Landlord and any Tenant in accordance with the terms of
such Lease;
(f) any failure, omission or delay on the part of
382124
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W. P. Carey
As referenced in this Guaranty and Suretyship Agreement [Amended and Restated]:
W. P. Carey – partnership and CORPORATE PROPERTY ASSOCIATES 7 - A CALIFORNIA LIMITED
PARTNERSHIP, a California limited partnership (herein, together with their
successors and assigns, collectively called "Landlord"), each having an address
c/o W. P. Carey & Co., LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York
10020.
WITNESSETH:
WHEREAS, Landlord, as lessor, has entered into (a) a Lease
Agreement made as of December 21,
_____________
dt 1040968
|