(LIVERMORE/ PARCEL 7)
(“LRC”)
(“BNPPLC”)
Page | ||||||||
1 | Term; Lease Obligations Deferred Until Completion of Initial Improvements; Termination Prior to Lease Commencement | 3 | ||||||
(A) | Scheduled Term; Deferral of Obligations | 3 | ||||||
(B) | Option of BNPPLC to Terminate | 3 | ||||||
(C) | Automatic Termination | 4 | ||||||
(D) | Extension of the Term | 4 | ||||||
2 | Use and Condition of the Property | 4 | ||||||
(A) | Use | 4 | ||||||
(B) | Condition of the Property | 5 | ||||||
(C) | Consideration for and Scope of Waiver | 5 | ||||||
3 | Rent | 6 | ||||||
(A) | Base Rent Generally | 6 | ||||||
(B) | Calculation of and Due Dates for Base Rent | 6 | ||||||
(1) Determination of Payment Due Dates Generally | 6 | |||||||
(2) Special Adjustments to Base Rent Payment Dates and Periods | 6 | |||||||
(3) Base Rent Formula | 6 | |||||||
(C) | Additional Rent | 8 | ||||||
(D) | Administrative Fees | 8 | ||||||
(E) | No Demand or Setoff | 8 | ||||||
(F) | Default Interest and Order of Application | 8 | ||||||
4 | Nature of this Agreement | 8 | ||||||
(A) | “Net” Lease Generally | 8 | ||||||
(B) | No Termination | 9 | ||||||
(C) | Characterization of this Lease | 9 | ||||||
5 | Payment of Executory Costs and Losses Related to the Property | 10 | ||||||
(A) | Local Impositions | 10 | ||||||
(B) | Increased Costs; Capital Adequacy Charges | 11 | ||||||
(C) | LRC’s Payment of Other Losses; General Indemnification | 13 | ||||||
(D) | Exceptions and Qualifications to Indemnities | 16 | ||||||
(E) | Collection on Behalf of Participants | 19 | ||||||
6 | Items Included in the Property | 19 | ||||||
7 | Environmental | 20 | ||||||
(A) | Environmental Covenants by LRC | 20 | ||||||
(B) | Right of BNPPLC to do Remedial Work Not Performed by LRC | 20 | ||||||
(C) | Environmental Inspections and Reviews | 21 | ||||||
(D) | Communications Regarding Environmental Matters | 21 | ||||||
8 | Insurance Required and Condemnation | 22 | ||||||
(A) | Liability Insurance | 22 | ||||||
(B) | Property Insurance | 23 | ||||||
(C) | Failure to Obtain Insurance | 23 | ||||||
(D) | Condemnation | 24 | ||||||
(E) | Waiver of Subrogation | 24 |
(Continued)
Page | ||||||||
9 | Application of Insurance and Condemnation Proceeds | 24 | ||||||
(A) | Collection and Application of Insurance and Condemnation Proceeds Generally | 24 | ||||||
(B) | Advances of Escrowed Proceeds to LRC | 25 | ||||||
(C) | Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level | 25 | ||||||
(D) | Special Provisions Applicable After the Term Expires or an Event of Default | 26 | ||||||
(E) | LRC’s Obligation to Restore | 26 | ||||||
(F) | Takings of All or Substantially All of the Property on or after the Completion Date | 26 | ||||||
10 | Additional Representations, Warranties and Covenants of LRC Concerning the Property | 27 | ||||||
(A) | Operation and Maintenance | 27 | ||||||
(B) | Debts for Construction, Maintenance, Operation or Development | 27 | ||||||
(C) | Repair, Maintenance, Alterations and Additions | 27 | ||||||
(D) | Permitted Encumbrances | 28 | ||||||
(E) | Books and Records Concerning the Property | 28 | ||||||
11 | Assignment and Subletting by LRC | 28 | ||||||
(A) | BNPPLC’s Consent Required | 28 | ||||||
(B) | Standard for BNPPLC’s Consent to Assignments and Certain Other Matters | 29 | ||||||
(C) | Consent Not a Waiver | 29 | ||||||
12 | Assignment by BNPPLC | 29 | ||||||
(A) | Restrictions on Transfers | 29 | ||||||
(B) | Effect of Permitted Transfer or other Assignment by BNPPLC | 30 | ||||||
13 | BNPPLC’s Right to Enter and to Perform for LRC | 30 | ||||||
(A) | Right to Enter | 30 | ||||||
(B) | Performance for LRC | 30 | ||||||
14 | Remedies | 30 | ||||||
(A) | Traditional Lease Remedies | 30 | ||||||
(B) | Foreclosure Remedies | 33 | ||||||
(C) | Enforceability | 33 | ||||||
(D) | Remedies Cumulative | 33 | ||||||
15 | Default by BNPPLC | 34 | ||||||
16 | Quiet Enjoyment | 34 | ||||||
17 | Surrender Upon Termination | 34 | ||||||
18 | Holding Over by LRC | 34 | ||||||
19 | Proprietary Information and Confidentiality | 35 | ||||||
(A) | Proprietary Information | 35 | ||||||
(B) | Confidentiality | 35 | ||||||
20 | Recording Memorandum | 36 |
(ii)
(Continued)
Page | ||||||||
21 | Independent Obligations Evidenced by Other Operative Documents | 36 |
Exhibit A Exhibit B | Legal Description California Lien and Foreclosure Provisions |
(iii)
(LIVERMORE/ PARCEL 7)
• | the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times | ||
• | the Collateral Percentage for such Base Rent Period (which is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge |
Agreement), times | |||
• | the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times | ||
• | the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by | ||
• | three hundred sixty,plus |
• | the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times | ||
• | 100% minus the Collateral Percentage for such Base Rent Period, times | ||
• | the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times | ||
• | the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by | ||
• | three hundred sixty. |
{$10,000,000 x ( [100% - 100%] x [1% + 4%]) x 30/360} =
$36,666
• | the ownership or alleged ownership of any interest in the Property or the Rent; | ||
• | the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property; | ||
• | the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property; | ||
• | any failure of the Property or LRC itself to comply with Applicable Laws; | ||
• | Existing Space Leases or other Permitted Encumbrances or any violation thereof; | ||
• | Hazardous Substance Activities, including those occurring prior to the Term; | ||
• | the enforcement of the Operative Documents; | ||
• | the making or maintenance of Funding Advances; | ||
• | the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or | ||
• | any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever. |
• | appraisal fees; | ||
• | Uniform Commercial Code search fees; | ||
• | filing and recording fees; | ||
• | inspection fees and expenses; | ||
• | brokerage fees and commissions; | ||
• | survey fees; | ||
• | title policy premiums and escrow fees; | ||
• | any Breakage Costs; | ||
• | Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and | ||
• | all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents. |
• | Excluded Taxes; or | ||
• | Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or | ||
• | Losses that result from any Liens Removable by BNPPLC; or |
• | Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or | ||
• | Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or | ||
• | transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement . |
BNP PARIBAS LEASING CORPORATION, a Delaware corporation | ||||
By: | /s/ Barry Mendelsohn | |||
Barry Mendelsohn, Director | ||||
LAM RESEARCH CORPORATION, a Delaware corporation | ||||
By: | /s/ Roch LeBlanc | |||
Roch LeBlanc, Treasurer | ||||
AND PROVISIONS AGREEMENT
(LIVERMORE/ PARCEL 7)
Page | ||||
ARTICLE I — LIST OF DEFINED TERMS | 1 | |||
97-10/Meltdown Event | 1 | |||
97-10/Prepayment | 1 | |||
Active Negligence | 1 | |||
Additional Rent | 2 | |||
Administrative Fees | 2 | |||
Advance Date | 2 | |||
Affiliate | 2 | |||
After Tax Basis | 2 | |||
Applicable Laws | 2 | |||
Applicable Purchaser | 2 | |||
Arrangement Fee | 3 | |||
Attorneys’ Fees | 3 | |||
Banking Rules Change | 3 | |||
Base Rent | 3 | |||
Base Rent Commencement Date | 3 | |||
Base Rent Date | 3 | |||
Base Rent Period | 4 | |||
BNPPLC | 4 | |||
BNPPLC’s Parent | 4 | |||
Breakage Costs | 4 | |||
Break Even Price | 5 | |||
Business Day | 5 | |||
Capital Adequacy Charges | 5 | |||
Carrying Costs | 5 | |||
Closing Certificate | 5 | |||
Closing Letter | 6 | |||
Code | 6 | |||
Collateral Percentage | 6 | |||
Commitment Fees | 6 | |||
Common Definitions and Provisions Agreement | 6 | |||
Completion Date | 6 | |||
Completion Notice | 6 | |||
Constituent Documents | 6 | |||
Construction Advances | 6 | |||
Construction Agreement | 6 | |||
Construction Allowance | 6 | |||
Construction Period | 7 | |||
Construction Project | 7 |
Page | ||||
Covered Construction Period Losses | 7 | |||
Default | 7 | |||
Default Rate | 7 | |||
Designated Sale Date | 7 | |||
Effective Date | 8 | |||
Eligible Financial Institution | 8 | |||
Environmental Laws | 9 | |||
Environmental Losses | 9 | |||
Environmental Report | 9 | |||
ERISA | 9 | |||
ERISA Affiliate | 9 | |||
ERISA Termination Event | 9 | |||
Escrowed Proceeds | 10 | |||
Established Misconduct | 10 | |||
Event of Default | 11 | |||
Excluded Taxes | 14 | |||
Existing Contract | 16 | |||
Existing Space Leases | 16 | |||
Fed Funds Rate | 16 | |||
FOCB Notice | 16 | |||
Funding Advances | 16 | |||
GAAP | 16 | |||
Hazardous Substance | 16 | |||
Hazardous Substance Activity | 17 | |||
Improvements | 17 | |||
Indebtedness | 17 | |||
Initial Advance | 19 | |||
Interested Party | 19 | |||
Land | 19 | |||
Lease | 19 | |||
Lease Balance | 19 | |||
Lease Termination Damages | 20 | |||
Liabilities | 20 | |||
LIBID | 20 | |||
LIBOR | 20 | |||
LIBOR Election | 21 | |||
LIBOR Period | 22 | |||
Lien | 22 | |||
Liens Removable by BNPPLC | 22 | |||
Local Impositions | 23 | |||
Losses | 23 | |||
LRC | 23 | |||
Maximum Remarketing Obligation | 23 |
(Continued)
Page | ||||
Minimum Insurance Requirements | 23 | |||
Multiemployer Plan | 23 | |||
Notice of LRC’s Intent to Terminate | 23 | |||
Operative Documents | 23 | |||
Outstanding Construction Allowance | 24 | |||
Participant | 24 | |||
Participation Agreement | 24 | |||
Permitted Encumbrances | 24 | |||
Permitted Hazardous Substance Use | 24 | |||
Permitted Hazardous Substances | 25 | |||
Permitted Transfer | 25 | |||
Person | 26 | |||
Personal Property | 26 | |||
Plan | 26 | |||
Pledge Agreement | 26 | |||
Pre-lease Force Majeure Event | 26 | |||
Pre-lease Force Majeure Event Notice | 26 | |||
Pre-lease Force Majeure Losses | 26 | |||
Prime Rate | 26 | |||
Prior Owner | 27 | |||
Property | 27 | |||
Purchase Agreement | 27 | |||
Purchase Option | 27 | |||
Qualified Affiliate | 27 | |||
Qualified Income Payments | 27 | |||
Qualified Prepayments | 27 | |||
Real Property | 28 | |||
Remedial Work | 28 | |||
Rent | 29 | |||
Responsible Financial Officer | 29 | |||
Scope Change | 29 | |||
Secured Spread | 29 | |||
Subsidiary | 29 | |||
Supplemental Payment | 29 | |||
Supplemental Payment Obligation | 29 | |||
Term | 29 | |||
Termination of LRC’s Work | 29 | |||
Transaction Expenses | 29 | |||
Unfunded Benefit Liabilities | 29 |
(iii)
(Continued)
Page | ||||
Unsecured Spread | 29 | |||
Work | 29 | |||
ARTICLE II — SHARED PROVISIONS | 30 | |||
1. Notices | 30 | |||
2. Severability | 32 | |||
3. No Merger | 32 | |||
4. No Implied Waiver | 33 | |||
5. Entire and Only Agreements | 33 | |||
6. Binding Effect | 33 | |||
7. Time is of the Essence | 33 | |||
8. Governing Law | 33 | |||
9. Paragraph Headings | 33 | |||
10. Negotiated Documents | 33 | |||
11. Terms Not Expressly Defined in an Operative Document | 34 | |||
12. Other Terms and References | 34 | |||
13. Execution in Counterparts | 34 | |||
14. Not a Partnership, Etc. | 35 | |||
15. No Fiduciary Relationship Intended | 35 |
Annex 22 | LIBOR Election Form | |
Annex 23 | Minimum Insurance Requirements | |
Annex 24 | Participation Agreement Form | |
Annex 25 | Alternative Participation Agreement Form |
(iv)
AND PROVISIONS AGREEMENT
(LIVERMORE/ PARCEL 7)
• | when an Event of Default has occurred and is continuing and after the Completion Date; or | ||
• | after a 97-10/Meltdown Event or after BNPPLC’s receipt of a Pre-lease Force Majeure Event Notice from LRC or; or | ||
• | following any change in the zoning or other Applicable Laws after the Completion Date affecting the permitted use or development of the Property that, in BNPPLC’s good faith judgment, materially reduces the value of the Property; or | ||
• | following any discovery of conditions or circumstances on or about the Property after the Completion Date, such as the presence of an endangered species, which are likely to substantially impede the use or development of the Property and thereby, in BNPPLC’s good faith judgment, materially reduce the value of the Property; |
• | No LIBOR Election made by LRC will be effective or continue if it would cause a Base Rent Period to extend beyond the end of the scheduled Term. |
• | Changes in any LIBOR Election initiated by LRC will become effective only upon the commencement of a new Base Rent Period. | ||
• | If for any reason (including BNPPLC’s receipt of a notice from LRC purporting to make a LIBOR Election that is contrary to the foregoing provisions), BNPPLC is unable to determine with certainty whether a particular Base Rent Period is subject to a specific LIBOR Election of one month, two months, three months or six months, the LIBOR Period Election for that particular Base Rent Period will be one month. | ||
• | If any Event of Default has occurred and is continuing on the third Business Day preceding the commencement of a particular Base Rent Period, then BNPPLC shall be entitled (but not required) to make a LIBOR Election for that Base Rent Period of one month, absent which the LIBOR Election for that Base Rent Period will be determined in accordance with the foregoing provisions. |
Federal Reserve Bank of New York ABA 026007689 BNP Paribas /BNP/ BNP New York /AC/ 0020-517000-070-78 /Ref/ Lam Research Corporation/Livermore/Parcel 6 Lease |
Lam Research Corporation | ||||
USD Concentration AccountB LaSalle Bank NA | ||||
Bank Name: Bank Address: | LaSalle National Bank 135 S. LaSalle Street Chicago, Il 60603 | |||
ABA # (Domestic): SWIFT ID (Int’l): Account Name: Account Number: | 071000505 LASLUS44 Lam Research Corporation 58000-68321 | |||
Bank Contact: | Juliana Silvestri 312-904-0445 juliana.silvestri@abnamro.com | |||
Reference: | BNPPLC Lease (Livermore/Parcel 7) |
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director
Email: lloyd.cox@americas.bnpparibas.com
4300 Cushing Parkway
Fremont, California 94538
Attention: Roch LeBlanc, Treasurer
Email: Roch.Leblanc@lamrc.com
4300 Cushing Parkway
Fremont, California 94538
Attention: George Schisler, Director of General Legal Services
Email: George.Schisler@lamrc.com
BNP PARIBAS LEASING CORPORATION, a Delaware corporation | ||||
By: | /s/ Barry Mendelsohn | |||
Barry Mendelsohn, Director | ||||
LAM RESEARCH CORPORATION, a Delaware corporation | ||||
By: | /s/ Roch LeBlanc | |||
Roch LeBlanc, Treasurer | ||||
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director
LAM RESEARCH CORPORATION, a Delaware corporation | ||||
By: | ||||
Name: | ||||
Title: |
A. | Maintenance of Insurance. All insurance coverage will be maintained in effect with limits not less than those set forth below at all times during the term of the Agreement to which this Annex is attached, and the policies under which such coverage is provided will contain no endorsements that limit or exclude coverages in any manner which is inconsistent with these requirements. | ||
B. | Status and Rating of Insurance Company. All insurance coverage will be written through insurance companies admitted to do business in the State of California and rated upon each renewal no less than A-: VII in the then most current edition of A. M. Best’s Key Rating Guide. | ||
C. | Limits of Liability. The limits of liability may be provided by a single policy of insurance or by a combination of primary and umbrella/excess policies, but in no event will the total limits of liability available for any one occurrence or accident be less than the amount required herein. | ||
D. | Claims Against Aggregate. BNPPLC must be notified in writing by LRC at BNPPLC’s address set forth herein immediately upon knowledge of possible damage claims that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy required herein. | ||
E. | Notice of Cancellation, Nonrenewal, or Material Reduction in Coverage. LRC will not cancel, fail to renew, or make or permit any material reduction in any of the policies or certificates described herein without the prior written consent of BNPPLC. | ||
All insurance policies under which BNPPLC is required to be an additional insured or loss payee must include the following express provision or words of like effect: |
F. | Additional Insured Status. Additional insured status will be provided in favor of BNPPLC and other Interested Parties on all insurance required herein except workers’ compensation and employer’s liability. Additional insured status on the general liability insurance will be provided by a form of policy endorsement that doesnotlimit the coverage provided thereunder to BNPPLC (or any party required by the Operative Documents to be an additional insured) by reason of its |
G. | Waiver of Subrogation. All insurance coverage carried by LRC with respect to the Work or the Property, whether required herein or not, will provide a waiver of subrogation in favor of BNPPLC and other Interested Parties in regard to all occurrences on or about the Property. | ||
H. | Primary Liability. All insurance coverage required herein will be primary to all other insurance available to BNPPLC and other Interested Parties, collectively or individually, with BNPPLC and other Interested Parties’ insurance being excess, secondary and non-contributing. Where necessary, coverage will be endorsed to provide such primary liability. | ||
I. | Deductible/Retention. No insurance required herein will contain a deductible or self-insured retention in excess of the amounts outlined in Part 7.E below, unless BNPPLC has given its prior written approval of a higher deductible or self-insured retention. After the Completion Date, all deductibles and/or retentions will be paid by, assumed by, for the account of, and at LRC’s sole risk. Prior to the Completion Date, however, nothing herein will be construed to make LRC liable for losses resulting from deductibles applicable to the property insurance covering the Property so long as LRC does not increase those deductibles to amounts higher than permitted by the property insurance specifications in Part 7.E below. |
A. | Coverage: Commercial general liability insurance will cover liability arising from any occurrence on or about the Land or from any operations conducted on or about the Land, including but not limited to tort liability assumed under any of the Operative Documents. Further, defense will be provided as an additional benefit and not included within the limit of liability. | ||
B. | Form: Commercial General Liability Occurrence form (ISO CG 0001 dated 12 04, or an equivalent substitute form providing the same or greater coverage, and in any case written to provide primary coverage to BNPPLC as provided in Part 3.H. above). | ||
C. | Amount of Insurance: Coverage will be provided with limits of not less than: |
i. | Each Occurrence Limit | $1,000,000 | ||
ii. | General Aggregate Limit | $2,000,000 | ||
iii. | Product-Completed Operations Aggregate Limit | $2,000,000 | ||
iv. | Personal and Advertising Injury Limit | $1,000,000 |
D. | Required Endorsements: |
i. | Additional Insured. | status required in 3.F., above. | ||
ii. | Aggregate Per Location: * | The aggregate limit will apply separately to each project through use of an Aggregate Limit of Insurance Per Location endorsement (ISO CG 2504 1185 or its equivalent). | ||
iii. | Aggregate Per Project: * | The aggregate limit will apply separately to each project through use of an Aggregate Limit of Insurance Per Project endorsement (ISO CG 2503 1185 or its equivalent). | ||
iv. | Notice of Cancellation, Nonrenewal or Reduction in Coverage: | as required in 3.E., above. | ||
v. | Personal Injury Liability: * | The personal injury contractual liability exclusion will be deleted. | ||
vi. | Primary Liability: | as required in 3.H., above. | ||
vii. | Waiver of Subrogation: | as required in 3.G., above. |
* | Required only in Construction Period Policies. After the Completion Date, requirements marked by an asterisk will construed as if replaced by the words “[intentionally deleted]”. |
A. | Coverage: Such insurance will cover liability arising out of LRC’s employment of workers and anyone for whom LRC may be liable for workers’ compensation claims. | ||
B. | Amount of Insurance: Coverage will be provided with a limit of not less than: | ||
i. | Workers’ Compensation: Statutory limits. | ||
ii. | Employer’s Liability: $1,000,000 each accident and each disease. |
i. | all Improvements and any equipment made or to be made a permanent part of the Property; | ||
ii. | all structure(s) under construction; | ||
iii. | all property including materials and supplies on site for installation; | ||
iv. | all property including materials and supplies at other locations but intended for use at the site; | ||
v. | all property including materials and supplies in transit to the site for installation; and | ||
vi. | all temporary structures (e.g., scaffolding, falsework, and temporary buildings) located at the site. |
i. | All Risks of Direct Damage, Per Occurrence, except flood and earthquake: | $50,000 | ||
ii. | Delayed Opening Waiting Period: | 15 Days, except 30 Days for Earthquake | ||
iii. | Flood, Per Occurrence: | $50,000 or excess of NFIP if in Flood Zone A | ||
iv. | Earthquake and Earthquake Sprinkler Leakage, Per Occurrence: | $250,000 or 5% of insured | ||
value of Improvements, whichever | ||||
is greater | ||||
v. | Water Damage: | $100,000 |
i. | the date on which all persons and organizations who are insureds under the policy agree that it is terminated; | ||
ii. | any termination or expiration of the Lease upon the Designated Sale Date, which is the date upon which final payment is expected under the Operative Documents; or | ||
iii. | the date on which the insurable interests in the Covered Property of all insureds other than LRC have ceased; |
Minimum Sublimit or | ||||
Description | Other Requirement | |||
i | Additional Expenses Due To Delay In Completion of the Project, including but not limited to interest expenses and other financing costs, insurance expenses, professional fees and taxes: | $5,000,000 | ||
ii | Agreed Value: | $85,000,000 | ||
iii | Boiler & Machinery on a Comprehensive Basis: | Included without sublimit | ||
iv | Damage Arising From Error, Omission or Deficiency in Design, Specifications, Workmanship or Materials, Including Collapse: | Included without sublimit | ||
v | Debris Removal: | Lower of $1,000,000 or 25% of loss | ||
vi | Earthquake: | $10,000,000 | ||
vii | Earthquake Sprinkler Leakage: | Included without sublimit | ||
vii | Contractor’s Extra Expense and Expediting Expenses combined: | 250,000 or 20% of the amount of | ||
insured physical loss or damage, whichever is less | ||||
ix | Flood: | $80,000,000 | ||
x | Freezing: | Included without sublimit | ||
xi | Notice of Cancellation or Reduction: | As required in 3.F. above | ||
xii | Occupancy Clause: | As required in 7.F above | ||
xiii | Building Ordinance and Increased Cost of Construction Coverage: | $1,000,000 | ||
xiv | Pollutant Clean-Up and Removal, provided that such condition ensues following a loss from a covered peril: | $1,000,000 |
Minimum Sublimit or | ||||
Description | Other Requirement | |||
xv | Emergency Property Protection Expense: | $100,000 | ||
xvi | Replacement Cost: | Included without sublimit | ||
xvii | Testing: | Included without sublimit | ||
xviii | Waiver of Subrogation: | As Required in 7.G. above. |
A. | Provision of Evidence. Evidence of the insurance coverage required to be maintained by LRC, represented by certificates of insurance, evidence of insurance, and endorsements issued by the insurance company or its legal agent, must be furnished to BNPPLC prior to the Effective Date. New certificates of insurance, evidence of insurance, and endorsements will be provided to BNPPLC prior to or concurrent with the termination date of the current certificates of insurance, evidence of insurance, and endorsements. | ||
B. | Form: |
i | All property insurance required herein will be evidenced by ACORD form 28, “Evidence of Property Insurance”, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form. | ||
ii. | All liability insurance required herein will be evidenced by ACORD form 25, “Certificate of Insurance”, in each case completed and interlineated in a manner satisfactory to BNPPLC to show compliance with the requirements of this Annex. If requested by BNPPLC, copies of endorsements must be attached to such form. |
C. | Specifications: Such certificates of insurance, evidence of insurance, and endorsements will specify: |
i. | BNPPLC as a certificate holder with correct mailing address as provided by BNPPLC. | ||
ii. | Insured’s name, which must match that on the Agreement to which this Annex is attached. | ||
iii. | Insurance companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits |
iv. | Producer of the certificate with correct address and phone number listed. | ||
v. | Additional insured status required by this Annex. | ||
vi. | Aggregate limits (per project) required by this Annex. | ||
vii. | Amount of any deductibles and/or retentions. | ||
viii. | Cancellation, nonrenewal and reduction in coverage notification as required by this Annex. Additionally, the words “endeavor to” and “but failure to mail such notice will impose no obligation or liability of any kind upon Company, it agents or representatives” will be deleted from the cancellation provision of the ACORD 25 certificate of insurance form; and changes to the same effect will be made in any other certificate or evidence of insurance provided to satisfy the requirements of this Annex. | ||
ix. | Primary status required by this Annex. | ||
x. | Waivers of subrogation required by this Annex. |
D. | Failure to Obtain: Failure of BNPPLC to demand such certificate or other evidence of full compliance with these insurance requirements or failure of BNPPLC to identify a deficiency in the form of evidence that is provided will not be construed as a waiver of LRC’s obligation to maintain such insurance. | ||
E. | Certified Copies: LRC must provide to BNPPLC copies, certified as complete and correct by an authorized agent of the applicable insurer, of all insurance policies required herein within ten (10) days after receipt of a request for such copies from BNPPLC subject to availability from the insurance company. | ||
F. | Commencement of Construction. Commencement of construction without provision of the required certificate of insurance, evidence of insurance and/or required endorsements, or without compliance with any other provision of this Annex or the Agreement to which it is attached, will not constitute a waiver by BNPPLC of any rights. BNPPLC will have the right, but not the obligation, of prohibiting LRC or any Contractor from performing any work until such certificate of insurance, evidence of insurance and/or required endorsements are received by BNPPLC. |
(LIVERMORE/PARCEL 7)
BNP PARIBAS LEASING CORPORATION, a Delaware corporation | ||||
By: | ||||
Lloyd G. Cox, Managing Director | ||||
By: | ||||||||
Name (print): | ||||||||
Title (print): | ||||||||
1. | Amount Retained: $ | |||||
2. | Initial Percentage: % | |||||
3. | Address for Notices: | |||||
BNP Paribas Leasing Corporation | ||||||
12201 Merit Drive | ||||||
Suite 860 | ||||||
Dallas, Texas 75251 | ||||||
Attention: Lloyd G. Cox | ||||||
Telephone: (972) 788-9191 | ||||||
Facsimile: (972) 788-9140 | ||||||
4. | Payment Instructions: | |||||
Federal Reserve Bank of New York | ||||||
ABA 026007689 BNP Paribas | ||||||
/BNP/ BNP Houston | ||||||
/AC/ 14334000176 | ||||||
/Ref/ LRC/ Operating Lease |
5. | Operations Contact: | |||||
BNP Paribas Leasing Corporation | ||||||
12201 Merit Drive | ||||||
Suite 860 | ||||||
Dallas, Texas 75251 | ||||||
Attention: Lloyd G. Cox | ||||||
Telephone: (972) 788-9191 | ||||||
Facsimile: (972) 788-9140 |
B.Participant: | ||||||||
1. | Amount of Participation: $ | |||||||
2. | Percentage: ___% | |||||||
3. | Address for Notices: | |||||||
Telephone: ( ) _______-_______ | ||||||||
Facsimile: ( ) _______-_______ | ||||||||
4. | Payment Instructions: | |||||||
***Federal Reserve Bank of New York | ||||||||
ABA | ||||||||
/Ref/ | ||||||||
5. | Operations Contact: | |||||||
Telephone: ( ) _______-_______ | ||||||||
Facsimile: ( ) _______-_______ | ||||||||
6. | “Initial Payment” Due from | |||||||
Participant to BNPPLC: | An amount equal to the Percentage specified above times the Initial Advance under the Construction Agreement. |
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director
Annex 3 — Page 39
[NAME] | ||||||
By: | ||||||
Printed Name: | ||||||
Title: | ||||||
BNP PARIBAS LEASING CORPORATION | ||||
By: | ||||
Printed Name: | ||||
Title: | ||||
Annex 3 — Page 40
Participant: | ||||||||||
1. | Amount of Participation: $ | |||||||||
2. | Percentage: ___% | |||||||||
3. | Address for Notices: | |||||||||
Attention: | ||||||||||
Telephone: | ||||||||||
Facsimile: | ||||||||||
4. | Payment Instructions: | |||||||||
Bank: | ||||||||||
Account: | ||||||||||
Account No.: | ||||||||||
ABA No.: | ||||||||||
Reference: | ||||||||||
5. | Operations Contact: | |||||||||
Attention: | ||||||||||
Telephone: | ||||||||||
Facsimile: |
Annex 3 — Page 41
(LIVERMORE/PARCEL 7)
Annex 4 — Page 2
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(1) | Base Rent; | ||
(2) | Qualified Prepayments; | ||
(3) | Bank Specific Charges; | ||
(4) | any Supplemental Payment; and | ||
(5) | Net Sales Proceeds. |
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BNP PARIBAS LEASING CORPORATION, a Delaware corporation | ||||
By: | ||||
Lloyd G. Cox, Managing Director | ||||
Annex 4 — Page 29
| ||||||
By: | ||||||
Name (print): | ||||||
Title (print): | ||||||
Annex 4 — Page 30
a Delaware corporation
1. | Amount Retained: $ | ||
2. | Initial Percentage: ___% | ||
3. | Address for Notices: | ||
BNP Paribas Leasing Corporation 12201 Merit Drive Suite 860 Dallas, Texas 75251 | |||
Attention: Lloyd G. Cox | |||
Telephone: (972) 788-9191 Facsimile: (972) 788-9140 | |||
4. | Payment Instructions: | ||
Federal Reserve Bank of New York ABA 026007689 BNP Paribas /BNP/ BNP Houston /AC/ 14334000176 /Ref/ LRC/ Operating Lease | |||
5. | Operations Contact: | ||
BNP Paribas Leasing Corporation 12201 Merit Drive Suite 860 Dallas, Texas 75251 | |||
Attention: Lloyd G. Cox | |||
Telephone: (972) 788-9191 | |||
Facsimile: (972) 788-9140 |
Annex 4 - Page31
1. | Amount of Participation: $__________ | ||
2. | Percentage: ___% | ||
3. | Address for Notices: | ||
| |||
Telephone: (___) ___-___ Facsimile: (___) ___-___ | |||
4. | Payment Instructions: | ||
***Federal Reserve Bank of New York ABA /Ref/ | |||
5. | Operations Contact: | ||
| |||
Telephone: (___) ___-___ Facsimile: (___) ___-___ |
6. | “Initial Payment” Due fromParticipant to BNPPLC: | An amount equal to the Percentage specified above times the Initial Advance as described in the Common Definitions and Provisions Agreement. |
Annex 4 - Page32
12201 Merit Drive, Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox, Managing Director
Annex 4 - Page33
[NAME] | ||||
By: | ||||
Printed Name: | ||||
Title: |
Accepted and agreed: BNP PARIBAS LEASING CORPORATION | ||||
By: | ||||
Printed Name: | ||||
Title: | ||||
Annex 4 - Page34
1. | Amount of Participation: $ | ||
2. | Percentage: % | ||
3. | Address for Notices: | ||
Attention: Telephone: Facsimile: | |||
4. | Payment Instructions: | ||
Bank: Account: Account No.: ABA No.: Reference: | |||
5. | Operations Contact: | ||
Attention: Telephone: Facsimile: |
Annex 4 - Page35