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Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (156K) Doc #454249: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AGREEMENT, dated as of the 18th day of October, 2000, by and among EDGAR Online, Inc., a Delaware corporation ("EOL"), FIS Acquisition Corp., a Delaware corporation ("ACQUISITION CORP."), Financial Insight Systems, Inc., a Maryland corporation ("FIS"), Albert E. Girod ("GIROD"), Kristine N. Delta ("DELTA"), Mark H. Davey ("DAVEY"), Peter S. Szwec ("SZWEC"), Richard Jones ("JONES") and Paul Sappington ("SAPPINGTON") (Girod, . . . 454249	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Agreement and Plan of Merger: Criimi Mae – effect. Specifically and not by way of limitation of any consents, waivers, approvals, licenses and authorizations required to be delivered hereunder, FIS shall have received from each of Nasdaq, CyberSettle, Criimi Mae (i) a waiver of any rights that it may have to change its current contractual or other relationship with FIS (either through exercise of any right under, or amendment, _____________ dt 1463997 ; EDGAR Online EDGAR Online, Inc. ( Business Services ) As referenced in this Agreement and Plan of Merger: EDGAR Online, Inc – DESCRIPTION}AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} 1 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER AGREEMENT, dated as of the 18th day of October, 2000, by and among EDGAR Online, Inc ., a Delaware corporation ("EOL"), FIS Acquisition Corp., a Delaware corporation ("ACQUISITION CORP."), Financial Insight Systems, Inc., a Maryland corporation ("FIS"), Albert E. Girod ("GIROD"), Kristine N. Delta ("DELTA"), Mark _____________ EDGAR Online, Inc – addressed as set forth below or to such other address or telecopier number as either party hereto may designate to the other party hereto by like notice: if to EOL: EDGAR Online, Inc . 50 Washington Avenue 12th Floor Norwalk, CT 06854 Telecopier No.: (203) 852-5667 Attn: Susan Strausberg, Chief Executive Officer Tom Vos, President with a copy to: Littman Krooks Roth & _____________ EDGAR ONLINE, INC – be destroyed, as provided in the Confidentiality Agreement. 43 {PAGE} 44 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. EDGAR ONLINE, INC . By: /s/ Tom Vos -------------------------------- Name: Tom Vos Title: President FIS ACQUISITION CORP. By: /s/ Tom Vos -------------------------------- Name: Tom Vos Title: President FINANCIAL INSIGHT SYSTEMS, INC. By: /s/ Albert E. _____________ dt 1484965 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Agreement and Plan of Merger: Chase Manhattan Bank, – with respect to such claim, together with interest thereon for the period such amount has been withheld at a rate equal to the published prime rate of interest of The Chase Manhattan Bank, in effect from time to time during the relevant period. 30 {PAGE} 31 5.6 Limitations On and Other Matters Regarding Indemnification. 5.6.1 Indemnity Cushion and Cap. _____________ dt 1425812 ; Armstrong Armstrong Teasdale ( Legal ) As referenced in this Agreement and Plan of Merger: Armstrong & Teasdale – specified in subparagraphs 8.1(a) and 8.1(b) above. (d) Opinion of Counsel for FIS and the Principal Stockholders. EOL shall have received an opinion of Tighe Patton Armstrong & Teasdale , P.L.L.C., counsel for FIS, and the Principal Stockholders, dated the Closing Date, in substantially the form of Exhibit H attached hereto. (e) Litigation. No order of _____________ Armstrong Teasdale – Insight Systems 11200 Rockville Pike; Suite 310 41 {PAGE} 42 Rockville, MD 20852 Attn: Albert E. Girod, President and Representative for the Principal Stockholders with a copy to: Tighe Patton Armstrong Teasdale , P.L.L.C. 1747 Pennsylvania Avenue, N.W. Suite 300 Washington, D.C. 20006 Attn: Brian C. Quinn, Esq. 10.6 Press Releases. EOL and FIS shall consult _____________ Armstrong & Teasdale – E Shareholdings in FIS EXHIBIT F Escrow Agreement EXHIBIT G1 Form of Employment Agreement (Girod) EXHIBIT G2 Form of Employment Agreement (Other key employees) EXHIBIT H Opinion of Tighe Patton Armstrong & Teasdale , P.L.L.P. EXHIBIT I Stockholders Representation Letter EXHIBIT J Opinion of Littman Krooks Roth & Ball P.C. {/TABLE} SCHEDULES --------- SCHEDULE 2.1 - QUALIFICATIONS AS A FOREIGN CORPORATION _____________ dt 1404611
Preview Full Doc	2001	Bylaws Bylaws (67K) Doc #869236: Click preview link for longer preview. BYLAWS OF CBO REIT, INC., a Maryland Corporation (the "Corporation") <PAGE> CBO REIT, INC. BYLAWS TABLE OF CONTENTS Page ARTICLE I. OFFICES..................................................... . . . 869236	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Bylaws: CRIIMI MAE. – vacancy on the Board of Directors with respect to the Independent Director must be filled from a list of candidates nominated by the independent (i.e., non-management) directors of CRIIMI MAE. Section 3.6 Notice. ------------------------ The Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The notice shall state the time _____________ CRIIMI MAE. – times at least one individual who is an Independent Director (as defined in the Charter). The Independent Director shall be elected from among candidates nominated by the independent directors of CRIIMI MAE. No resignation or removal (as described in Section 3.12 or this Article III) of the Independent Director shall be effective until a successor Independent Director has been elected _____________ dt 1464009
Preview Full Doc	2004	Code of Business Conduct and Ethics Code of Business Conduct and Ethics (46K) Doc #1689262: Click preview link for longer preview. CRIIMI, INC. CODE OF BUSINESS CONDUCT AND ETHICS Table of Contents Forward Introduction Compliance with Laws Antitrust Laws Anticorruption Laws Securities and InsiderTrading Conflicts of Interest Doing Business with Family Members Ownership in Other Businesses Outside Employment Service on Boards . . . 1689262	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Code of Business Conduct and Ethics: CRIIMI MAE – Supervisors and Officers Reporting Violations Investigations/Corrective Action No Retaliation Approvals Waivers Certifications Asking for Help and Reporting Concerns Helpful Phone Numbers i CRIIMI, Inc., a wholly owned subsidiary of CRIIMI MAE Inc., and general partner (the General Partner) for each of American Insured Mortgage Investors, American Insured Mortgage Investors Series 85, L.P., American Insured Mortgage Investors L.P. Series 86 _____________ CRIIMI MAE – the related rules promulgated by the Securities and Exchange Commission. Although the General Partner does not have any employees, all references to employees in this Code include those employees of CRIIMI MAE Inc. and its affiliates who perform services for the AIM Limited Partnerships on behalf of the General Partner. Note: This code and related policies are current as of June 6, _____________ dt 1464012 ; American Insured Mortgage Investors Series 85 L P American Insured Mortgage Investors Series 85 L P ;	AIMI American Insured Mortgage Investors ( Financial ) As referenced in this Code of Business Conduct and Ethics: American Insured Mortgage Investors, – Certifications Asking for Help and Reporting Concerns Helpful Phone Numbers i CRIIMI, Inc., a wholly owned subsidiary of CRIIMI MAE Inc., and general partner (the General Partner) for each of American Insured Mortgage Investors, American Insured Mortgage Investors Series 85, L.P., American Insured Mortgage Investors L.P. Series 86 and American Insured Mortgage Investors L.P. Series 88 (collectively, the AIM Limited _____________ American Insured Mortgage Investors – and Reporting Concerns Helpful Phone Numbers i CRIIMI, Inc., a wholly owned subsidiary of CRIIMI MAE Inc., and general partner (the General Partner) for each of American Insured Mortgage Investors, American Insured Mortgage Investors Series 85, L.P., American Insured Mortgage Investors L.P. Series 86 and American Insured Mortgage Investors L.P. Series 88 (collectively, the AIM Limited Partnerships) has adopted this _____________ American Insured Mortgage Investors – Inc., a wholly owned subsidiary of CRIIMI MAE Inc., and general partner (the General Partner) for each of American Insured Mortgage Investors, American Insured Mortgage Investors Series 85, L.P., American Insured Mortgage Investors L.P. Series 86 and American Insured Mortgage Investors L.P. Series 88 (collectively, the AIM Limited Partnerships) has adopted this Code of Business Conduct and Ethics (the Code) for _____________ American Insured Mortgage Investors – and general partner (the General Partner) for each of American Insured Mortgage Investors, American Insured Mortgage Investors Series 85, L.P., American Insured Mortgage Investors L.P. Series 86 and American Insured Mortgage Investors L.P. Series 88 (collectively, the AIM Limited Partnerships) has adopted this Code of Business Conduct and Ethics (the Code) for its directors, officers and certain other individuals in accordance _____________ dt 1551449
Preview Full Doc	2003	Company Pledge Agreement Company Pledge Agreement (49K) Doc #869007: Click preview link for longer preview. COMPANY PLEDGE AGREEMENT This COMPANY PLEDGE AGREEMENT (this "Agreement") is dated as of January 14, 2003 and entered into by and between CRIIMI MAE INC., a Maryland corporation ("Pledgor"), and BRASCAN REAL ESTATE FINANCE FUND I, L.P. ("Initial Purchaser"), as collateral agent for and representative of (in such capacity herein called "Secured Party") Brascan Real Estate Financial Investments LLC ("Investor") and the holders of the Notes (capitalized terms used herein without definition . . . 869007	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Company Pledge Agreement: CRIIMI MAE – lt;TEXT> EXHIBIT 10.3 EXECUTION COPY COMPANY PLEDGE AGREEMENT This COMPANY PLEDGE AGREEMENT (this "Agreement") is dated as of January 14, 2003 and entered into by and between CRIIMI MAE INC., a Maryland corporation ("Pledgor"), and BRASCAN REAL ESTATE FINANCE FUND I, L.P. ("Initial Purchaser"), as collateral agent for and representative of (in such capacity herein called "Secured Party") _____________ CRIIMI MAE – WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. CRIIMI MAE INC. /s/David B. Iannarone ------------------------------------ Name: David B. Iannarone Title: Executive Vice President Notice Address for Pledgor: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, Maryland 20852 Telecopier No.: (301) 231- _____________ CRIIMI MAE – officers thereunto duly authorized as of the date first written above. CRIIMI MAE INC. /s/David B. Iannarone ------------------------------------ Name: David B. Iannarone Title: Executive Vice President Notice Address for Pledgor: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, Maryland 20852 Telecopier No.: (301) 231-0334 Attention: Chief Financial Officer BRASCAN REAL ESTATE FINANCE FUND I, L.P. /s/William M. Powell ------------------------------------ Name: William _____________ CRIIMI MAE – 7292 Attention: Barry Blattman, Managing Partner S-1 <PAGE> SCHEDULE I Attached to and forming a part of the Pledge Agreement dated as of January 14, 2003 among CRIIMI MAE Inc., as Pledgor, and Brascan Real Estate Finance Fund I, L.P., as Secured Party. <TABLE> <CAPTION> --------------------------- ----------------------- ------------------ ------------ -------------- ------------------- Class Stock Par Number of Percentage of of Stock _____________ CRIIMI MAE – Section 6(b) of the Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge Agreement dated January 14, 2003, among CRIIMI MAE Inc., as Pledgor, and Brascan Real Estate Finance Fund I, L.P., as Secured Party (the "Pledge Agreement," capitalized terms defined therein being used herein as therein defined), and that _____________ dt 1464003
Preview Full Doc	2003	Limited Liability Company Agreement [Amended and Restated] Limited Liability Company Agreement [Amended and Restated] (75K) Doc #161837: Click preview link for longer preview. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRIIMI NEWCO, LLC This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of CRIIMI Newco, LLC (the "Company"), is entered into by CRIIMI Newco Member, Inc., a Maryland corporation, as the sole equity member (the "Member"), and Edna Astacio as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto. The Member, by execution of this Agreement, hereby amends and restates the Limited Liability Company Agreement of the Company, dated as of January 13, 2003 (the "Existing LLC Agreement"), and continues the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. ' 18-101 et seq.), as amended from time to time (the "Act"), and this Agreement, and the Member and Special Member hereby agree as follows: Section 1 Name. The name of the limited liability company formed and continued hereby is CRIIMI Newco, LLC. Section 2 Principal Business Office. The principal business office of the Company shall be located at 11200 Rockville Pike, Rockville, MD 20852 or such other location as may hereafter be determined by the Member. Section 3 Registered Office. The address of the registered office of the Company in the State of Delaware is c/o National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Kent County, Delaware 19901. Section 4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover, Kent County, Delaware 19901. Section 5 Members. (a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement. (b) Subject to Section 9(i), the Member may act by written consent. 161837	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Limited Liability Company Agreement [Amended and Restated]: CRIIMI MAE – by the Repurchase Agreement and any Hedge Documents; (C) not incur any obligation, the performance of which by the Company is guaranteed by CRIIMI MAE or its Affiliates other than as contemplated by the Repurchase Agreement and any Hedge Documents; (D) not become involved in the day-to- _____________ CRIIMI MAE – Affiliates a sufficient number of employees in light of the Company's contemplated business operations; provided, however, that the Company can contract with CRIIMI MAE to provide such services, subject to the provisions of this Agreement; (T) not hold itself out as being responsible or its credit as _____________ CRIIMI MAE – any Hedge Transactions; (D) accepting cash in connection with the initial capital contribution from the Member; (E) accepting shares of capital stock of CRIIMI MAE CMBS Corp. and CRIIMI MAE QRS 1, Inc. and certain securities pursuant to the Contribution and Distribution Agreement in connection with the additional _____________ CRIIMI MAE – cash in connection with the initial capital contribution from the Member; (E) accepting shares of capital stock of CRIIMI MAE CMBS Corp. and CRIIMI MAE QRS 1, Inc. and certain securities pursuant to the Contribution and Distribution Agreement in connection with the additional capital contributions from the Member; _____________ CRIIMI MAE – preferred stock of CBO REIT II, Inc.; (G) making additional capital contributions to CBO REIT II, Inc. of shares of capital stock of CRIIMI MAE CMBS Corp. and CRIIMI MAE QRS 1, Inc. and certain securities pursuant to the Contribution and Distribution Agreement; and (H) making a distribution _____________ dt 111689 ;	Criimi Newco, LLC
Preview Full Doc	2003	Deposit Trust Agreement Deposit Trust Agreement (197K) Doc #868972: Click preview link for longer preview. DEPOSIT TRUST AGREEMENT dated as of December 20, 1996 between CRIIMI MAE QRS 1, INC., as Depositor and Initial Holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, as Owner Trustee CRIIMI MAE TRUST I <PAGE> TABLE OF . . . 868972	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Deposit Trust Agreement: CRIIMI MAE – gt;3 <FILENAME>cbo_1-dtagmt.txt <DESCRIPTION>DEPOSITORY TRUST AGREEMENT <TEXT> EXHIBIT 10.1 DEPOSIT TRUST AGREEMENT dated as of December 20, 1996 between CRIIMI MAE QRS 1, INC., as Depositor and Initial Holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, as Owner Trustee CRIIMI MAE TRUST I <PAGE> TABLE OF CONTENTS _____________ CRIIMI MAE – AGREEMENT dated as of December 20, 1996 between CRIIMI MAE QRS 1, INC., as Depositor and Initial Holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, as Owner Trustee CRIIMI MAE TRUST I <PAGE> TABLE OF CONTENTS Page PRELIMINARY STATEMENT ARTICLE I DEFINITIONS Accrual Date................................................... 2 Accrued Bond Interest.......................................... 2 Accrued Certificate Interest................................... 2 Administrative Expenses........................................ 2 Affiliate...................................................... 2 _____________ CRIIMI MAE – 2 - Form of Class XS Certificate Exhibit A-3 - Form of Class R Certificate <PAGE> DEPOSIT TRUST AGREEMENT DEPOSIT TRUST AGREEMENT, dated as of December 20, 1996, between CRIIMI MAE QRS 1, INC., a Delaware corporation, as Depositor and initial holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, a Delaware bank and trust company, as Owner Trustee. _____________ CRIIMI MAE – and including December 30, 1996) and ending on the day prior to the related Payment Date. "Contribution Agreement" shall mean the contribution agreement, dated as of December 20, 1996, between CRIIMI MAE Inc. and the Depositor, pursuant to which CRIIMI MAE Inc. contributed the Pledged Certificates, together with certain other assets, to the Depositor. "Corporate Trust Office" shall mean the principal corporate _____________ CRIIMI MAE – day prior to the related Payment Date. "Contribution Agreement" shall mean the contribution agreement, dated as of December 20, 1996, between CRIIMI MAE Inc. and the Depositor, pursuant to which CRIIMI MAE Inc. contributed the Pledged Certificates, together with certain other assets, to the Depositor. "Corporate Trust Office" shall mean the principal corporate trust office of the Owner Trustee at which, at _____________ dt 1463998 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Deposit Trust Agreement: Chase Manhattan Bank, – to time supplemented or amended. "Indenture Default" shall have the meaning assigned to the term "Event of Default" in Section 4.01 of the Indenture. "Indenture Trustee" shall mean The Chase Manhattan Bank, a national banking association, in its capacity as trustee under the Indenture, or its successor in interest, or any successor trustee appointed as provided in the Indenture. "Indenture Trustee _____________ Chase Manhattan Bank, – Pledged Certificate: (i) either (A) if such Pledged Certificate is held in fully registered, certificated form, a duly issued and authenticated physical certificate evidencing such Pledged Certificate endorsed to "The Chase Manhattan Bank, as Indenture Trustee under the Indenture, dated as of December 20, 1996, relating to CRIIMI MAE Trust I, Commercial Mortgage Bonds, Series 1996-C1" or its nominee, together with _____________ dt 1425999 ;	ML Mortgage Merrill Lynch Mortgage Investors Inc. ( Financial ) As referenced in this Deposit Trust Agreement: Merrill Lynch Mortgage Investors, Inc – 000 </TABLE> <PAGE> <TABLE> <CAPTION> Pledged Pledged Certificate Securitization Certificates Principal Balance* -------------- ------------ ------------------ <S> <C> <C> 12. Merrill Lynch Mortgage Investors, Inc ., Mortgage Pass-Through Class E $45,052,000 Certificates, Series 1995-C3 Class F 28,963,000 Class G 16,090,863 13. Federal National Mortgage Association, Multifamily REMIC _____________ dt 1549076
Preview Full Doc	2003	Deposit Trust Agreement Deposit Trust Agreement (186K) Doc #868973: Click preview link for longer preview. DEPOSIT TRUST AGREEMENT dated as of May 8, 1998 between CRIIMI MAE CMBS Corp., as Depositor and Initial Holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, as Owner Trustee ----------------------------------- CRIIMI MAE COMMERCIAL MORTGAGE TRUST < . . . 868973	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Deposit Trust Agreement: CRIIMI MAE – lt;FILENAME>cbo_2-dtagmt.txt <DESCRIPTION>DEPOSITORY TRUST AGMT CBO 2 <TEXT> EXHIBIT 10.2 DEPOSIT TRUST AGREEMENT dated as of May 8, 1998 between CRIIMI MAE CMBS Corp., as Depositor and Initial Holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, as Owner Trustee ----------------------------------- CRIIMI MAE COMMERCIAL MORTGAGE TRUST <PAGE> TABLE OF CONTENTS _____________ CRIIMI MAE – TRUST AGREEMENT dated as of May 8, 1998 between CRIIMI MAE CMBS Corp., as Depositor and Initial Holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, as Owner Trustee ----------------------------------- CRIIMI MAE COMMERCIAL MORTGAGE TRUST <PAGE> TABLE OF CONTENTS Page PRELIMINARY STATEMENT 6 "Accrual Date" shall mean May 1, 1998. 7 "Closing Date" shall mean May 8, 1998. 10 SECTION _____________ CRIIMI MAE – 4 Access to Names and Addresses. 48 SECTION 12.5 Actions of Certificateholders. 48 <PAGE> DEPOSIT TRUST AGREEMENT DEPOSIT TRUST AGREEMENT, dated as of May 8, 1998, between CRIIMI MAE CMBS Corp., a Delaware corporation, as Depositor and initial holder of the Owner Trust Certificates, and WILMINGTON TRUST COMPANY, a Delaware bank and trust company, as Owner Trustee. PRELIMINARY STATEMENT _____________ CRIIMI MAE – by the Owner Trustee and authenticated by the Certificate Registrar, substantially in the form of Exhibit A-2 attached hereto. "Closing Date" shall mean May 8, 1998. "CMBS" shall mean CRIIMI MAE CMBS Corp., a Delaware corporation, and its successors in interest. "CMM 96-C1 Payment Date" shall have the meaning assigned to such term in the Indenture. "Code" shall mean the _____________ CRIIMI MAE – Code of 1986. "Collection Period" shall have the meaning assigned to such term in the Indenture. "Contribution Agreement" shall mean the contribution agreement, dated as of May 8, 1998, between CRIIMI MAE Inc. and the Depositor, pursuant to which CRIIMI MAE Inc. contributed the Pledged Securities, together with certain other assets, to the Depositor. "Corporate Trust Office" shall mean the principal corporate _____________ dt 1463999 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Deposit Trust Agreement: FNMA – the United States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act of 1934; (B) Guaranteed Mortgage Pass-Through Certificates ("FNMA Certificates") issued and guaranteed as to timely payment of principal and interest by the Federal National Mortgage Association ("FNMA"), a federally chartered, privately owned corporate instrumentality of the United _____________ Federal National Mortgage Association – Title III of the National Housing Act of 1934; (B) Guaranteed Mortgage Pass-Through Certificates ("FNMA Certificates") issued and guaranteed as to timely payment of principal and interest by the Federal National Mortgage Association ("FNMA"), a federally chartered, privately owned corporate instrumentality of the United States organized and existing under the Federal National Mortgage Association Charter Act; (C) Mortgage Participation Certificates ("FHLMC Certificates") _____________ FNMA – National Housing Act of 1934; (B) Guaranteed Mortgage Pass-Through Certificates ("FNMA Certificates") issued and guaranteed as to timely payment of principal and interest by the Federal National Mortgage Association ("FNMA "), a federally chartered, privately owned corporate instrumentality of the United States organized and existing under the Federal National Mortgage Association Charter Act; (C) Mortgage Participation Certificates ("FHLMC Certificates") issued _____________ Federal National Mortgage Association – to timely payment of principal and interest by the Federal National Mortgage Association ("FNMA"), a federally chartered, privately owned corporate instrumentality of the United States organized and existing under the Federal National Mortgage Association Charter Act; (C) Mortgage Participation Certificates ("FHLMC Certificates") issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by the Federal Home Loan _____________ FNMA – 1971; <PAGE> (E) any other participation certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage loans and issued or guaranteed by GNMA, FNMA , FHLMC Certificates or FAMC (collectively with the GNMA Certificates, FNMA Certificates , FHLMC Certificates and FAMC Certificates, the "Agency Securities"); (F) mortgage-backed securities, which securities need not be issued _____________ dt 1438452 ;	LaSalle National LaSalle National Bank ( Financial ) As referenced in this Deposit Trust Agreement: LaSalle National Bank, – trusts established by CMBS, dated as of May 8, 1998 (the "Standard Indenture Provisions"). "Indenture Default" shall mean an "Issuer Event of Default" under the Indenture. "Indenture Trustee" shall mean LaSalle National Bank, in its capacity as trustee under the Indenture, or its successor in interest, or any successor trustee appointed as provided in the Indenture. "Indenture Trustee Fee" shall mean the _____________ "LaSalle National Bank, – each Pledged Security: (i) either (A) if such Pledged Security is held in fully registered, certificated form, a duly issued and authenticated physical certificate evidencing such Pledged Security endorsed to "LaSalle National Bank, as Indenture Trustee under the Indenture, dated as of May 8, 1998, relating to CRIIMI MAE Commercial Mortgage Trust, Commercial Mortgage Bonds, Series 1998-C1" or its nominee, together _____________ dt 1558754
Preview Full Doc	2001	Employment Agreement Employment Agreement (41K) Doc #869114: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 25th day of July, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and David B. Iannarone (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Management, Inc., a wholly-owned subsidiary of the Company ("CM Management"), and serves as the Executive Vice President of the . . . 869114	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Employment Agreement: CRIIMI MAE – CONTRACT 2 <TEXT> Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 25th day of July, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and David B. Iannarone (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Management, _____________ CRIIMI MAE – between CRIIMI MAE Inc., a Maryland corporation (the "Company") and David B. Iannarone (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Management, Inc., a wholly-owned subsidiary of the Company ("CM Management"), and serves as the Executive Vice President of the Company. B. The Board of Directors of the Company _____________ CRIIMI MAE – return receipt requested, sent by facsimile, or sent by Express Mail, Federal Express or other nationally recognized express delivery service, as follows: If mailed to the Company or the Board: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, MD 20852 Attention: President Fax Number: 301-231-0399 If to the Executive: David B. Iannarone 17 Kentbury Way Bethesda, MD 20814 <PAGE> _____________ CRIIMI MAE – signature page] <PAGE> IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, intending to be bound legally as of the date first above written. COMPANY CRIIMI MAE Inc. a Maryland corporation /s/William B. Dockser ------------------------- William B. Dockser Chairman of the Board EXECUTIVE /s/David B. Iannarone -------------------------- David B. Iannarone </TEXT> </DOCUMENT> _____________ dt 1464004
Preview Full Doc	2001	Employment Agreement Employment Agreement (41K) Doc #869119: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 25th day of July, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and Brian L. Hanson (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Services Limited Partnership ("CMSLP") and serves as the Senior Vice President of the Company. The sole general partner, CMSLP . . . 869119	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Employment Agreement: CRIIMI MAE – AGREEMENT 2 <TEXT> Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 25th day of July, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and Brian L. Hanson (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Services _____________ CRIIMI MAE – between CRIIMI MAE Inc., a Maryland corporation (the "Company") and Brian L. Hanson (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Services Limited Partnership ("CMSLP") and serves as the Senior Vice President of the Company. The sole general partner, CMSLP Management Company, Inc. (the "General Partner"), and sole limited partner, _____________ CRIIMI MAE – full one-third of his Base Salary as a Minimum Bonus for calendar year 2001. <PAGE> 3.3. Insurance. 3.3.1. The Company shall maintain or cause CRIIMI MAE Management, Inc., a Maryland corporation and wholly-owned subsidiary of the Company ("CM Management") to continue to maintain the policies regarding disability and group term life insurance for the Executive, _____________ CRIIMI MAE – return receipt requested, sent by facsimile, or sent by Express Mail, Federal Express or other nationally recognized express delivery service, as follows: If mailed to the Company or the Board: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, MD 20852 Attention: President Fax Number: 301-231-0399 If to the Executive: <PAGE> Brian L. Hanson 18522 Vitburnum Way Olney, MD 20832 _____________ CRIIMI MAE – signature page] <PAGE> IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, intending to be bound legally as of the date first above written. COMPANY CRIIMI MAE Inc., a Maryland corporation /s/William B. Dockser -------------------------------- William B. Dockser Chairman of the Board EXECUTIVE /s/Brian L. Hanson ---------------------------------- Brian L. Hanson </TEXT> </DOCUMENT> _____________ dt 1464005
Preview Full Doc	2001	Employment Agreement Employment Agreement (42K) Doc #869121: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 25th day of July, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and Cynthia O. Azzara (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Management, Inc., a wholly-owned subsidiary of the Company ("CM Management"), and serves as the Chief Financial Officer of the . . . 869121	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Employment Agreement: CRIIMI MAE – AGREEMENT 2 <TEXT> Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 25th day of July, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and Cynthia O. Azzara (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Management, _____________ CRIIMI MAE – between CRIIMI MAE Inc., a Maryland corporation (the "Company") and Cynthia O. Azzara (the "Executive"). R E C I T A L S A. The Executive is currently employed by CRIIMI MAE Management, Inc., a wholly-owned subsidiary of the Company ("CM Management"), and serves as the Chief Financial Officer of the Company. B. The Board of Directors of the Company _____________ CRIIMI MAE – return receipt requested, sent by facsimile, or sent by Express Mail, Federal Express or other nationally recognized express delivery service, as follows: If mailed to the Company or the Board: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, MD 20852 Attention: President <PAGE> Fax Number: 301-231-0399 If to the Executive: Cynthia O. Azzara 12920 Buckeye Drive Darnestown, MD 20878 _____________ CRIIMI MAE – signature page] <PAGE> IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, intending to be bound legally as of the date first above written. COMPANY CRIIMI MAE Inc. a Maryland corporation /s/William B. Dockser ------------------------- William B. Dockser Chairman of the Board EXECUTIVE /s/Cynthia O. Azzara -------------------------------- Cynthia O. Azzara </TEXT> </DOCUMENT> _____________ dt 1464006
Preview Full Doc	2001	Employment Agreement Employment Agreement (35K) Doc #869136: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 29th day of June, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and William B. Dockser (the "Executive"). R E C I T A L S A. The Executive is currently employed by Criimi Mae Management, Inc., a wholly-owned subsidiary of the Company, and serves as the Chairman of the Board of Directors of the Company. B. . . . 869136	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Employment Agreement: CRIIMI MAE – WBD_EMP8-K <TEXT> EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 29th day of June, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and William B. Dockser (the "Executive"). R E C I T A L S A. The Executive is currently employed by Criimi Mae Management, _____________ Criimi Mae – between CRIIMI MAE Inc., a Maryland corporation (the "Company") and William B. Dockser (the "Executive"). R E C I T A L S A. The Executive is currently employed by Criimi Mae Management, Inc., a wholly-owned subsidiary of the Company, and serves as the Chairman of the Board of Directors of the Company. B. The Board of Directors of the _____________ CRIIMI MAE – return receipt requested, sent by facsimile, or sent by Express Mail, Federal Express or other nationally recognized express delivery service, as follows: If mailed to the Company or the Board: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, MD 20852 Attention: President Fax Number: 301-231-0399 If to the Executive: William B. Dockser 8906 Clewerwall Drive Bethesda, MD 20817 Fax Number: 301- _____________ CRIIMI MAE – July 2, 2001. [The next page is the signature page] <PAGE> IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, intending to be bound legally. CRIIMI MAE Inc. a Maryland corporation By:/s/Robert E. Woods --------------------- Robert E. Woods Chairman of the Company's Compensation and Stock Option Committee /s/William B. Dockser ---------------------- William B. Dockser </ _____________ dt 1464007
Preview Full Doc	2001	Employment Agreement Employment Agreement (35K) Doc #869138: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 29th day of June, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and H. William Willoughby (the "Executive"). R E C I T A L S A. The Executive is currently employed by Criimi Mae Management, Inc., a wholly-owned subsidiary of the Company, and serves as the President of the Company. B. The Board of . . . 869138	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Employment Agreement: CRIIMI MAE – EMP AGMT <TEXT> EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated and effective as of the 29th day of June, 2001 (the "Effective Date"), is between CRIIMI MAE Inc., a Maryland corporation (the "Company") and H. William Willoughby (the "Executive"). R E C I T A L S A. The Executive is currently employed by Criimi Mae Management, _____________ Criimi Mae – between CRIIMI MAE Inc., a Maryland corporation (the "Company") and H. William Willoughby (the "Executive"). R E C I T A L S A. The Executive is currently employed by Criimi Mae Management, Inc., a wholly-owned subsidiary of the Company, and serves as the President of the Company. B. The Board of Directors of the Company (the "Board") recognizes that _____________ CRIIMI MAE – return receipt requested, sent by facsimile, or sent by Express Mail, Federal Express or other nationally recognized express delivery service, as follows: If mailed to the Company or the Board: CRIIMI MAE Inc. 11200 Rockville Pike Rockville, MD 20852 Attention: President Fax Number: 301-231-0399 If to the Executive: H. William Willoughby 17647 Edwards Shop Road Remington, VA 22734 Fax Number: _____________ CRIIMI MAE – July 2, 2001. [The next page is the signature page] <PAGE> IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement, intending to be bound legally. CRIIMI MAE Inc. a Maryland corporation By:/s/Robert E. Woods ----------------------- Robert E. Woods Chairman of the Company's Compensation and Stock Option Committee /s/H. William Willoughby ------------------------ H. William Willoughby </ _____________ dt 1464008
Preview Full Doc	2003	Engagement Letter Engagement Letter (44K) Doc #161477: Click preview link for longer preview. [BEAR, STEARNS & CO. INC. LETTERHEAD] ENGAGEMENT LETTER January 14, 2003 Criimi Mae Inc. 11200 Rockville Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President Gentlemen: We are pleased to set forth the terms of the retention of Bear, Stearns & Co. Inc. and/or one or more of its affiliates (collectively, "Bear Stearns") by Criimi Mae Inc. (collectively with its affiliates, the "Company"). 1. Bear Stearns agrees to be engaged by the Company with respect to the proposed structuring of a static pool CDO transaction as more particularly described in this letter agreement (the "Transaction"). Bear Stearns and the Company mutually agree to proceed in good faith to complete the Transaction and this letter agreement does not obligate any party to any action except as specified below. While this letter agreement contemplates a certain structure for the Transaction, during the course of our engagement we may recommend structural or other changes to the Transaction. Bear Stearns and the Company agree to negotiate in good faith regarding any alteration to the terms of our engagement as described herein arising from or in connection with any such changes. 2. In accordance with the terms and conditions described herein, Bear Stearns shall be employed by the Company from the date hereof as exclusive structurer and advisor to the Company with respect to the Transaction and as sole bookrunning lead underwriter/placement agent for the instruments to be issued in connection with the Transaction (as described in paragraph 4). In the course of its engagement, Bear Stearns would first expect to work closely with the Company, its associates and outside legal advisors, in developing the appropriate structure and negotiating with Moody's Investors Service, Inc., Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Fitch, Inc. and/or any other internationally recognized rating agency (the "Rating Agencies") that you and we agree may rate certain of the {PAGE} CRIIMI MAE INC. January 14, 2003 Page 2 instruments issued in the Transaction, and various other outside parties, as appropriate. Bear Stearns would then expect to assist in the structuring of the Transaction, assist in the creation of one or more special purpose vehicles (each an "SPV") as required for the Transaction, provide advice regarding the marketing impact of structural alternatives and ultimately manage the underwriting or placement of (i) one or more classes of investment grade rated notes (the "Notes") secured by the Collateral (as defined in paragraph 4), and (ii) if deemed advisable by Bear Stearns, one or more classes of below-investment grade rated debt instruments secured by the Collateral (together with the Notes, the "Securities"). 3. In connection with Bear Stearns' activities on the Company's behalf (including, without limitation, entering into the Transaction), the Company agrees to cooperate with Bear Stearns and will furnish to, or cause to be furnished to, Bear Stearns any and all information and data concerning the Company, the Collateral and the Transaction (the "Information") which Bear Stearns deems appropriate and will provide Bear Stearns with access to the Company's officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. The Company represents and warrants that, at all times during the period of the engagement of Bear Stearns hereunder, all Information (a) made available to Bear Stearns at any time by the Company or (b) contained in any filing by the Company with any court or governmental regulatory agency, commission or instrumentality with respect to the Transaction will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which such statements are made. The Company further represents and warrants that any projections and other Information provided by it to Bear Stearns will have been prepared in good faith and will be based upon assumptions that, in light of the circumstances under which they are made, are reasonable and/or that have been disclosed in writing to Bear Stearns. The Company acknowledges and agrees that in rendering its services hereunder, Bear Stearns will be using and relying on the Information (and information available from public sources and other sources deemed reliable by Bear Stearns) without independent verification thereof by Bear Stearns or independent appraisal by Bear Stearns of any of the Company's assets. Bear Stearns does not assume responsibility for the accuracy or completeness of the Information or any other information regarding the Company or the Transaction. Any reference to Bear Stearns in any public communication by the Company shall be subject to Bear Stearns' prior written consent. The Company agrees to supplement the Information provided by it from time to time so that the representations and warranties in this paragraph remain correct. The Company acknowledges and agrees that any third parties engaged by the Company in connection with the Transaction (including without limitation counsel, accountants, co-underwriters/placement agents) must be reasonably acceptable to Bear Stearns. 4. The material terms of the proposed Transaction are summarized below: o Approximate principal amount of Notes: Approximately $300 million face amount of Notes, backed by the Collateral. o The Collateral: Certain securities as more particularly described on Exhibit B hereto, and/or, if acceptable to Bear Stearns and the Rating Agencies, common 161477	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Engagement Letter: Criimi Mae – SEQUENCE}21 {FILENAME}eng_ltr-0114.txt {DESCRIPTION}ENGAGEMENT LETTER {TEXT} EXHIBIT 10.8 [BEAR, STEARNS & CO. INC. LETTERHEAD] ENGAGEMENT LETTER January 14, 2003 Criimi Mae Inc. 11200 Rockville Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President Gentlemen: We are pleased to set forth the terms of _____________ Criimi Mae – forth the terms of the retention of Bear, Stearns & Co. Inc. and/or one or more of its affiliates (collectively, "Bear Stearns") by Criimi Mae Inc. (collectively with its affiliates, the "Company"). 1. Bear Stearns agrees to be engaged by the Company with respect to the proposed structuring _____________ CRIIMI MAE – Inc. and/or any other internationally recognized rating agency (the "Rating Agencies") that you and we agree may rate certain of the {PAGE} CRIIMI MAE INC. January 14, 2003 Page 2 instruments issued in the Transaction, and various other outside parties, as appropriate. Bear Stearns would then expect _____________ CRIIMI MAE – Certain securities as more particularly described on Exhibit B hereto, and/or, if acceptable to Bear Stearns and the Rating Agencies, common {PAGE} CRIIMI MAE INC. January 14, 2003 Page 3 stock or other equity interests in the entities that own such securities (the "Collateral"). o The Issuer: _____________ CRIIMI MAE – and the Company are contingent upon the following conditions being satisfied or waived on or prior to the closing of the Transaction: {PAGE} CRIIMI MAE INC. January 14, 2003 Page 4 o Satisfactory confirmation by Bear Stearns of the consummation of the transactions contemplated by the Investment Agreement, _____________ dt 111688 ;	Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Engagement Letter: [BEAR, STEARNS & CO. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}21 {FILENAME}eng_ltr-0114.txt {DESCRIPTION}ENGAGEMENT LETTER {TEXT} EXHIBIT 10.8 [BEAR, STEARNS & CO. INC. LETTERHEAD] ENGAGEMENT LETTER January 14, 2003 Criimi Mae Inc. 11200 Rockville Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President _____________ Bear, Stearns & Co. – Pike Rockville, Maryland 20852 Attention: David Iannarone Executive Vice President Gentlemen: We are pleased to set forth the terms of the retention of Bear, Stearns & Co. Inc. and/or one or more of its affiliates (collectively, "Bear Stearns") by Criimi Mae Inc. (collectively with its affiliates, the "Company"). _____________ BEAR, STEARNS & CO. – forth our agreement, please sign the enclosed copy of this letter in the space provided and return it to us. Very truly yours, BEAR, STEARNS & CO. INC. /s/James J. Higgins ------------------------------ James J. Higgins Senior Managing Director Confirmed and Agreed to this 14th day of January 2003: CRIIMI _____________ dt 106736
Preview Full Doc	2003	Intercreditor and Subordination Agreement Intercreditor and Subordination Agreement (61K) Doc #178379: Click preview link for longer preview. INTERCREDITOR AND SUBORDINATION AGREEMENT INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of January 14, 2003, by and among Bear, Stearns International Limited (the "Senior Transaction Party"), a United Kingdom corporation and Brascan Real Estate Financial Investments LLC (the "Subordinated Transaction Party"), a Delaware limited liability company. WHEREAS, CRIIMI NEWCO LLC, a Delaware limited liability company and CBO REIT II, Inc., a Maryland corporation (together with their successors and assigns, the "Sellers") and the Senior Transaction Party have entered into the Repurchase Agreement, pursuant to which the Sellers have granted to the Senior Transaction Party a first priority security interest in the Bear Stearns Transaction Assets (as defined below) to secure the Sellers' obligations thereunder. WHEREAS, CRIIMI MAE Inc. ("CRIIMI") and the Subordinated Transaction Party have entered into the Subordinated Loan Agreement, pursuant to which CRIIMI has granted to the Subordinated Transaction Party a first priority security interest in the Brascan Collateral (as defined below) to secure CRIIMI's obligations thereunder. WHEREAS, it is a condition precedent to the Senior Transaction Party's entering into the Transaction under the Repurchase Agreement that the Subordinated Transaction Party shall have entered into this Agreement to confirm their relative rights with respect to the Transaction Assets and the related Repurchase Documents and Subordinated Loan Documents, respectively. Therefore, the parties hereto hereby agree as follows: 1. Definitions. (a) Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. (b) The following terms shall have the following meanings: "Agreement": This Intercreditor and Subordination Agreement, as the same may be amended, modified or otherwise supplemented from time to time. "Bear Stearns Transaction Assets": The Purchased Assets, each Collection Account, all books, records and files relating to any Purchased Assets, any other accounts, payments, rights to payment and general intangibles relating to any Purchased Asset, all "securities accounts" (as defined in Section 8-501(a) of the Uniform Commercial Code) to which any or all of the Purchased Assets are or may be credited, and any Proceeds with respect to the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created. {PAGE} "Brascan Collateral": (i) all of the issued and outstanding capital stock of Newco Member and (ii) all of the issued and outstanding limited liability company interests in Newco. "Insolvency Event": shall mean any of the following events: (a) CRIIMI, either Seller or either REIT Subsidiary shall discontinue or abandon operation of its business; or (b) CRIIMI, either Seller or either REIT Subsidiary shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or (c) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of CRIIMI, either Seller or either REIT Subsidiary in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of CRIIMI, either Seller or either REIT Subsidiary, or for any substantial part of their property, or for the winding-up or liquidation of any of their affairs, and shall remain undismissed for more than sixty (60) days; or (d) the commencement by CRIIMI, either Seller or either REIT Subsidiary of a voluntary case under any applicable bankruptcy, insolvency or other similar Law now or hereafter in effect, or CRIIMI's, either Seller's or either REIT Subsidiary's consent to the entry of an order for relief in an involuntary case under any such Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of CRIIMI, either Seller or either REIT Subsidiary, or for any substantial part of their property, or any general assignment for the benefit of creditors; or (e) CRIIMI, either Seller or either REIT Subsidiary shall become insolvent within the meaning of section 101(32) of the United States Bankruptcy Code (as in effect on the date hereof); or (f) if CRIIMI, either Seller or either REIT Subsidiary is a corporation, CRIIMI, such Seller or either REIT Subsidiary shall take any corporate action in furtherance of, or the action of which would directly result in any of the actions set forth in the preceding clauses (a), (b), (c), (d) or (e). "Obligations": All obligations and liabilities of the Sellers or CRIIMI whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with any credit agreement of the Sellers or CRIIMI, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise. "Payment in Full": The indefeasible payment in full in cash of all of the Senior Obligations, including, without limitation, the payment of all Price Differential and interest payable with respect to any period after the occurrence of an Insolvency Event. 178379	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Intercreditor and Subordination Agreement: CRIIMI MAE – Transaction Party a first priority security interest in the Bear Stearns Transaction Assets (as defined below) to secure the Sellers' obligations thereunder. WHEREAS, CRIIMI MAE Inc. ("CRIIMI") and the Subordinated Transaction Party have entered into the Subordinated Loan Agreement, pursuant to which CRIIMI has granted to the Subordinated _____________ CRIIMI MAE – David B. Iannarone /s/David B. Iannarone ------------------------------------ -------------------------- By: David B. Iannarone By: David B. Iannarone Title: Executive Vice President Title: Executive Vice President CRIIMI MAE INC. /s/David B. Iannarone ---------------------------------- By: David B. Iannarone Title: Executive Vice President {/TEXT} {/DOCUMENT} _____________ dt 111695 ; Bear, Stearns International Limited; Brascan Real Estate Financial Investments LLC;	Criimi Newco LLC; CBO REIT II, Inc.
Preview Full Doc	2004	Loan Sale Agreement Loan Sale Agreement (61K) Doc #1689253: Click preview link for longer preview. LOAN SALE AGREEMENT Dated and Effective as of February 10 2004 by and between American Insured Mortgage Investors - Series 85, L.P. SELLER and Greystone Servicing Corporation, Inc. BUYER <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1689253	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Loan Sale Agreement: CRIIMI MAE – as amended and the regulations promulgated thereunder (the "Regulations"). D. Pursuant to that certain Loan Servicing Agreement dated July 1, 1995 ("Loan Servicing Agreement"), Seller entered into an agreement with CRIIMI MAE Services Limited Partnership ("CMSLP") whereby CMSLP agreed to service the Loans, among others. E. Seller and CMSLP have agreed to terminate their servicing agreement in regard to the Loans, _____________ CRIIMI MAE – or at such other addresses as shall be specified by like notice): 12 <PAGE> If to the Seller: American Insured Mortgage Investors - Series 85, L.P. c/o CRIIMI MAE Services Limited Partnership 11200 Rockville Pike, 4th Floor Rockville, Maryland 20852 Attention: N. Nelson Phelps, Esquire Fax No. 301-231-0630 Email: nphelps@criimi.com With a copy to: CRIIMI _____________ CRIIMI MAE – MAE Services Limited Partnership 11200 Rockville Pike, 4th Floor Rockville, Maryland 20852 Attention: N. Nelson Phelps, Esquire Fax No. 301-231-0630 Email: nphelps@criimi.com With a copy to: CRIIMI MAE INC. 11200 Rockville Pike, Suite 400 Rockville, Maryland 20852 Attention: Mark Libera, General Counsel Fax No. 301-255-0620 Email: mlibera@criimi.com If to the Buyer: Greystone Servicing Corporation, _____________ dt 1464011 ; American Insured Mortgage Investors Series 85 L P American Insured Mortgage Investors Series 85 L P ;	AIMI American Insured Mortgage Investors ( Financial ) As referenced in this Loan Sale Agreement: American Insured Mortgage Investors – lt;DESCRIPTION>LOAN SALE AGREEMENT AIM 85 AND GREYSTONE <TEXT> EXHIBIT 10.1 -------------------------------------------------------------------------------- LOAN SALE AGREEMENT Dated and Effective as of February 10 2004 by and between American Insured Mortgage Investors - Series 85, L.P. SELLER and Greystone Servicing Corporation, Inc. BUYER <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page <C> <S& _____________ AMERICAN INSURED MORTGAGE INVESTORS – of Obligors....................................................16 </TABLE> <PAGE> LOAN SALE AGREEMENT THIS LOAN SALE AGREEMENT ("Agreement"), is made and entered into as of February 10, 2004, by and between AMERICAN INSURED MORTGAGE INVESTORS - SERIES 85, L.P., a California limited partnership ("Seller") and GREYSTONE SERVICING CORPORATION, INC., a Georgia corporation ("Buyer"). RECITALS A. Seller is the holder of and wishes to sell _____________ American Insured Mortgage Investors – in each case to the parties at the following addresses (or at such other addresses as shall be specified by like notice): 12 <PAGE> If to the Seller: American Insured Mortgage Investors - Series 85, L.P. c/o CRIIMI MAE Services Limited Partnership 11200 Rockville Pike, 4th Floor Rockville, Maryland 20852 Attention: N. Nelson Phelps, Esquire Fax No. 301-231-0630 _____________ American Insured Mortgage Investors – during the remaining terms thereof. (SIGNATURE PAGE FOLLOWS) 16 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER: American Insured Mortgage Investors - Series 85, L.P. By: CRIIMI, Inc., its general partner By:/s/Mark Libera ------------------------------------------ Name: Mark Libera Title: Vice President BUYER: Greystone Servicing Corporation, Inc. By:/s/Betsy Vartanian ------------------------------------------ _____________ dt 1551448
Preview Full Doc	2000	Modification Agreement Modification Agreement (38K) Doc #262646: Click preview link for longer preview. LaSalle National Bank, as Trustee for Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 -------------------------------------------------------------------------------- Loan Assumption and Modification Agreement -------------------------------------------------------------------------------- Date: . . . 262646	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Modification Agreement: CRIIMI MAE – LLC, successor to Banc One Mortgage Capital Markets, LLC, is the Special Servicer; and, pursuant to a Subservicing Agreement dated October 30, 1998, CRIIMI MAE Services Limited Partnership ("CMSLP") is the Subservicer. D. Original Borrower continues to be the owner of the real property and improvements thereon described _____________ CRIIMI MAE – South LaSalle Street Chicago, Illinois 60603 ATTN: ABS Group-DLJMAL-Series 1997-CF2 With a copy by the same means sent simultaneously to: CRIIMI MAE Services Limited Partnership 11200 Rockville Pike Rockville, Maryland 20852 ATTN: Helena Mei-Shuan Day, Assumption Manager And with a copy by the same _____________ CRIIMI MAE – has been met to the reasonable satisfaction of Lender: (a) Fees and Expenses. Original Borrower shall pay, or cause to be paid to CRIIMI MAE Services Limited Partnership: (i) all costs and expenses incident to the preparation, execution and recordation hereof and the consummation of the transaction contemplated _____________ CRIIMI MAE – LASALLE NATIONAL BANK, as Trustee for the Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 BY: CRIIMI MAE SERVICES LIMITED PARTNERSHIP, in its capacity as Subservicer BY: CRIIMI MAE SERVICES, INC., its general partner ----------------------------- Name: By: /s/ KATHRYN C. PARKS [SEAL] ------------------------ ---------------------------- _____________ CRIIMI MAE – Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 BY: CRIIMI MAE SERVICES LIMITED PARTNERSHIP, in its capacity as Subservicer BY: CRIIMI MAE SERVICES, INC., its general partner ----------------------------- Name: By: /s/ KATHRYN C. PARKS [SEAL] ------------------------ ---------------------------- Title: Name: Kathryn C. Parks ----------------------- -------------------------- Title: ------------------------- 15 {/TEXT} {/DOCUMENT} _____________ dt 145621 ; Pan Pacific Pan Pacific Retail Properties Inc. ( Real Estate ) As referenced in this Modification Agreement: Pan Pacific Retail Properties, – by and among PAN PACIFIC (RANCHO LAS PALMAS), LLC, a Nevada limited liability company, having its principal place of business at c/o Pan Pacific Retail Properties, Inc., 1631-B South Melrose Drive, Vista, California 92083 ("Assuming Borrower") and RANCHO LAS PALMAS CENTER ASSOCIATES, a California limited partnership, having _____________ Pan Pacific Retail Properties, – to that certain Contribution Agreement and Escrow Instructions, dated as of August 13, 1999 (the "Sales Agreement"), by and between Original Borrower and Pan Pacific Retail Properties, Inc., a Maryland corporation ("Purchaser"), Original Borrower agreed to transfer and Purchaser agreed to acquire that certain real property more particularly described _____________ Pan Pacific Retail Properties, – Documents. The Assuming Borrower is in good standing under the laws of the State of its formation. (d) Pan Pacific (RLP), Inc. and Pan Pacific Retail Properties, Inc., the co-managers of Assuming Borrower, are corporations duly organized and validly existing, and in good standing under the laws of _____________ Pan Pacific Retail Properties, – in their entirety and the following substituted in lieu thereof: "If to Borrower/Grantor: Pan Pacific (Rancho Las Palmas), LLC ("AB") c/o Pan Pacific Retail Properties, Inc. 1631-B South Melrose Drive Vista, CA 92083 ATTN: Stuart Tanz With a copy by the same means sent simultaneously to: _____________ Pan Pacific Retail Properties, – management of the Property. Non-management membership units shall not mean those ownership interests held by either Pan Pacific (RLP), Inc., ("PPRLP") or Pan Pacific Retail Properties, Inc. ("PPRPI") (the "Managing Member Units"), which interests shall continue to be subject to the provisions of 1.13(a). 7. INTEREST _____________ dt 145006 ; Column Financial Column Financial, Inc. ( Financial ) As referenced in this Modification Agreement: COLUMN FINANCIAL, – LaSalle Street, Chicago, Illinois 60603 ("Lender"). RECITALS All capitalized terms not defined herein are defined on the attached and incorporated Exhibit A. A. COLUMN FINANCIAL, INC., a Delaware corporation (the "Original Lender") made a loan to Original Borrower in the original principal amount of TWELVE MILLION SEVEN _____________ dt 141046 ;	LaSalle National LaSalle National Bank ( Financial ) As referenced in this Modification Agreement: LaSalle National Bank, – RANCHO MIRAGE, CALIFORNIA Edward E. Zughaib, Esq. Katten Muchin & Zavis 1025 Thomas Jefferson Street, N.W. Suite 700, East Lobby Washington, DC 20007 LaSalle National Bank, as Trustee for Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 -------------------------------------------------------------------------------- Loan Assumption and Modification _____________ LASALLE NATIONAL BANK, – principal place of business at c/o Bend Properties, Inc., 1920 Main Street, Suite 150, Irvine, California 92614 ("Original Borrower"), in favor of LASALLE NATIONAL BANK, as Trustee for Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-CF2, whose mailing address is _____________ LaSalle National Bank – Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 (the "Trust"), for which, pursuant to a Pooling and Servicing Agreement dated October 15, 1997, LaSalle National Bank is Trustee; and, pursuant to a Commercial Mortgage Loan Servicing Rights Resignation and Appointment Agreement dated October 30, 1998, Orix Real Estate _____________ LaSalle National Bank, – and Anderson ("ABC") 100 West Liberty Street, 10th Floor Reno, Nevada 89501 ATTN: Dave Davis, Esq. 7 {PAGE} 8 If to Lender/Beneficiary: LaSalle National Bank, as Trustee for Registered Holders of DLJ Mortgage Acceptance Corp. Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 ("Lender") 135 South LaSalle _____________ LASALLE NATIONAL BANK, – its sole general partners ----------------------------- Name: By: /s/ STANLEY W. GRIBBLE [SEAL] ------------------------ ---------------------------- Title: Name: Stanley W. Gribble ----------------------- -------------------------- Title: ------------------------- 14 {PAGE} 15 LENDER: ATTEST/WITNESS: LASALLE NATIONAL BANK, as Trustee for the Registered Holders of DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1997-CF2 BY: CRIIMI MAE _____________ dt 185107 ; Katten Muchin Katten Muchin Zavis Rosenman ( Legal ) As referenced in this Modification Agreement: Katten Muchin – EXHIBIT 10.16 {TEXT} {PAGE} 1 EXHIBIT 10.16 Upon recordation, return to: RANCHO LAS PALMAS RANCHO MIRAGE, CALIFORNIA Edward E. Zughaib, Esq. Katten Muchin & Zavis 1025 Thomas Jefferson Street, N.W. Suite 700, East Lobby Washington, DC 20007 LaSalle National Bank, as Trustee for Registered Holders _____________ Katten Muchin – Rockville Pike Rockville, Maryland 20852 ATTN: Helena Mei-Shuan Day, Assumption Manager And with a copy by the same means sent simultaneously to: Katten Muchin & Zavis 1025 Thomas Jefferson Street, N.W. Suite 700, East Lobby Washington, D.C. 20007 ATTN: Edward E. Zughaib, Esq. or to _____________ dt 140003 ; DLJ Mortgage Acceptance Corp.
Preview Full Doc	2003	Netting and Security Agreement Netting and Security Agreement (23K) Doc #152508: Click preview link for longer preview. NETTING AND SECURITY AGREEMENT Netting and Security Agreement, dated as of June 26, 2003, between and among Bear, Stearns International Limited, CRIIMI Newco LLC and CBO REIT II, Inc.. Reference is made to that certain (i) Repurchase Agreement, dated as of January 14, 2003, entered into among Bear, Stearns International Limited ("BSIL"), CRIIMI Newco LLC ("Newco") and CBO REIT II, Inc. ("REIT" and together with Newco, "CRIIMI") and all schedules and annexes thereto, as amended (collectively, the "Repurchase Agreement"); and (ii) ISDA Master Agreement, dated as of June 26, 2003, entered into among BSIL, Newco and REIT, and all schedules and annexes thereto and any confirmations thereunder (collectively, the "Swap"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Repurchase Agreement and/or the Swap, as applicable. BSIL, on the one hand, and Newco and REIT, jointly and severally, on the other hand, agree that: (A) (i) To secure the prompt payment and performance of their joint and several obligations under the Repurchase Agreement and the Swap, Newco and REIT hereby grant to BSIL a valid, continuing security interest in all of their right, title and interest in the Assets defined below (referred to herein as the "Collateral"), provided, however, notwithstanding anything to the contrary contained herein, the Assets shall not include the Subject Securities that are owned by either REIT Subsidiary (as such terms are defined in the Repurchase Agreement). All Collateral shall be, to the fullest extent of any rights of CRIIMI in such Collateral, collateral and margin under and in connection with each of the Repurchase Agreement and the Swap without regard to the identity of the agreement pursuant to which any request for transfer of Collateral may have been made 152508	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Netting and Security Agreement: CRIIMI MAE – Subsidiary or any issuer of Subject Securities (other than the Nomura Securities) ceasing to be a Qualified REIT Subsidiary and (b) represents that CRIIMI MAE Inc. is a third-party beneficiary of BSIL's covenant set forth herein. (I) This Netting and Security Agreement (including the security _____________ CRIIMI MAE – signed by authorized representatives of each of the parties hereto. This Netting and Security Agreement may not be modified without the consent of CRIIMI MAE Inc. (Q) Notices hereunder shall be provided as set forth in the Repurchase Agreement. [SIGNATURE PAGE FOLLOWS] -10- {PAGE} Bear, Stearns International Limited / _____________ CRIIMI MAE – CBO REIT II, Inc. /s/David B. Iannarone ------------------------------------- By: David B. Iannarone Title: Executive Vice President and Chief Operating Officer Consented to by: CRIIMI MAE INC., as Guarantor /s/David B. Iannarone ------------------------------------- By: David B. Iannarone Title: Executive Vice President and Chief Operating Officer -11- {/TEXT} {/DOCUMENT} _____________ dt 111687 ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Netting and Security Agreement: ISDA – CRIIMI") and all schedules and annexes thereto, as amended (collectively, the "Repurchase Agreement"); and (ii) ISDA Master Agreement, dated as of June 26, 2003, entered into among BSIL, Newco and REIT, _____________ dt 75782 ; Bear, Stearns International Limited;	CRIIMI Newco LLC; CBO REIT II, Inc.
Preview Full Doc	2003	Letter Agreement Re: Side Letter Letter Agreement Re: Side Letter (3K) Doc #170578: Click preview link for longer preview. BEAR, STEARNS & CO., INC. 383 Madison Avenue New York, New York 10179 June 26, 2003 CRIIMI MAE Inc. CRIIMI MAE Asset Acquisition Corp. 11200 Rockville Pike Rockville, Maryland 20852 Attn: David Iannarone Executive Vice President Re: Side Letter Dear Ladies and Gentlemen: This letter agreement will constitute the side letter in connection with that certain Master Repurchase Agreement and Annex I, dated as of the date hereof (as amended from time to time, the Repurchase Agreement), among CRIIMI MAE Inc. (CRIIMI MAE), CRIIMI MAE Asset Acquisition Corp. (CMAAC, and together with CRIIMI MAE, CRIIMI) and Bear, Stearns & Co., Inc., as agent for Bear, Stearns International Limited (Bear, Stearns). In the event that CRIIMI (or an Affiliate), during the period commencing with the date of this letter agreement and ending on the date which is six months following the Termination Date of the Repurchase Agreement, enters into a collateralized debt obligation or any similarly structured product backed by any CMBS that was at any point in time Purchased CMBS under the Repurchase Agreement (such CMBS, Released CMBS, and any such collateralized debt obligation of similarly structured product, a CDO), CRIIMI shall pay to Bear, Stearns a fee in the amount of (i) 0.50% multiplied by (ii) the aggregate Repurchase Price as of the related Purchase Date of the Released CMBS. Capitalized terms not defined in this letter agreement shall have the meanings set forth in the Repurchase Agreement. 170578	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Letter Agreement Re: Side Letter: CRIIMI MAE – 3166_1ex10d7.htm EX-10.7 Exhibit 10.7 BEAR, STEARNS & CO., INC. 383 Madison Avenue New York, New York 10179 June 26, 2003 CRIIMI MAE Inc. CRIIMI MAE Asset Acquisition Corp. 11200 Rockville Pike Rockville, Maryland 20852 Attn: David Iannarone Executive Vice President Re: Side Letter Dear Ladies _____________ CRIIMI MAE – 10.7 Exhibit 10.7 BEAR, STEARNS & CO., INC. 383 Madison Avenue New York, New York 10179 June 26, 2003 CRIIMI MAE Inc. CRIIMI MAE Asset Acquisition Corp. 11200 Rockville Pike Rockville, Maryland 20852 Attn: David Iannarone Executive Vice President Re: Side Letter Dear Ladies and Gentlemen: This _____________ CRIIMI MAE – certain Master Repurchase Agreement and Annex I, dated as of the date hereof (as amended from time to time, the Repurchase Agreement), among CRIIMI MAE Inc. (CRIIMI MAE), CRIIMI MAE Asset Acquisition Corp. (CMAAC, and together with CRIIMI MAE, CRIIMI) and Bear, Stearns & Co., Inc., as agent for _____________ (CRIIMI MAE) – Agreement and Annex I, dated as of the date hereof (as amended from time to time, the Repurchase Agreement), among CRIIMI MAE Inc. (CRIIMI MAE) , CRIIMI MAE Asset Acquisition Corp. (CMAAC, and together with CRIIMI MAE, CRIIMI) and Bear, Stearns & Co., Inc., as agent for Bear, Stearns _____________ CRIIMI MAE – Annex I, dated as of the date hereof (as amended from time to time, the Repurchase Agreement), among CRIIMI MAE Inc. (CRIIMI MAE), CRIIMI MAE Asset Acquisition Corp. (CMAAC, and together with CRIIMI MAE, CRIIMI) and Bear, Stearns & Co., Inc., as agent for Bear, Stearns International Limited (Bear, _____________ dt 111690 ;	Bear, Stearns & Co., Inc.
Preview Full Doc	2002	Lease Agreement Lease Agreement (195K) Doc #303464: Click preview link for longer preview. LEASE AGREEMENT BY AND BETWEEN CONTINENTAL INVESTORS, L.P., A NEW JERSEY LIMITED PARTNERSHIP, LESSOR AND DOV PHARMACEUTICALS INC., LESSEE DATED: MAY 24, 1999 {Page} TABLE OF CONTENTS BASIC LEASE PROVISIONS AND DEFINITIONS.........................................1 1. DESCRIPTION........................................................3 2. TERM...............................................................3 3. BASIC RENT.........................................................3 4. USE, OCCUPANCY AND THE NON-VIOLATION OF LAW........................3 5. COMPLIANCE WITH LAW/CARE AND REPAIR OF PREMISES/ENVIRONMENTAL......4 6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS.............................7 7. ACTIVITIES INCREASING FIRE INSURANCE RATES.........................7 8. ASSIGNMENT AND SUBLEASE............................................7 9. COMPLIANCE WITH RULES AND REGULATIONS.............................11 10. DAMAGES TO BUILDING...............................................11 11. WAIVER OF SUBROGATION.............................................12 12. EMINENT DOMAIN....................................................12 13. INSOLVENCY OF LESSEE..............................................12 14. LESSOR'S REMEDIES ON DEFAULT......................................12 15. DEFICIENCY........................................................13 16. SUBORDINATION Off LEASE...........................................14 17. SECURITY DEPOSIT..................................................14 18. RIGHT TO CURE LESSEE'S BREACH.....................................15 19. LIENS.............................................................15 20. RIGHT TO INSPECT AND REPAIR.......................................15 21. SERVICES TO BE PROVIDED BY LESSOR.................................16 22. AFTER-HOURS USE...................................................16 23. INTERRUPTION OF SERVICES OR USE...................................16 24. ELECTRICITY.......................................................17 25. ADDITIONAL RENT...................................................20 A. Operating Cost Escalation...................................20 B. Fuel, Utilities and Electric Cost Escalation................21 C. Tax Escalation..............................................21 D. Lease Year..................................................22 E. Payment.....................................................22 F. Books and Records...........................................22 G. Right of Review.............................................23 H. Occupancy Adjustment........................................23 26. LESSEE'S/LESSOR'S ESTOPPEL........................................23 27. HOLDOVER TENANCY..................................................24 28. RIGHT TO SHOW PREMISES............................................24 29. LESSOR'S WORK - LESSEE'S DRAWINGS.................................24 30. WAIVER OF TRIAL BY JURY...........................................25 31. LATE CHARGE.......................................................25 32. INSURANCE.........................................................26 A. Lessee's Insurance..........................................26 i {Page} B. Lessors Insurance...........................................28 C. Waiver of Subrogation.......................................29 33. NO OTHER REPRESENTATIONS..........................................29 34. QUIET ENJOYMENT...................................................29 35. INDEMNITY.........................................................29 36. RULES OF CONSTRUCTION/APPLICABLE LAW..............................29 37. APPLICABILITY TO HEIRS AND ASSIGNS................................30 38. PARKING...........................................................30 39. LESSOR'S EXCULPATION..............................................31 40. COMMISSION........................................................31 41. RECORDATION.......................................................31 42. NO OPTION.........................................................31 43. DEFINITIONS.......................................................32 A. Affiliate....................................................32 B. Business Days and Building Hours.............................32 C. Common Facilities............................................32 D. Force Majeure................................................32 E. Lessee's Percentage..........................................32 44. LEASE COMMENCEMENT................................................33 45. NOTICES...........................................................33 46. ACCORD AND SATISFACTION...........................................33 47. EFFECT OF WAIVERS.................................................34 48. LESSOR'S RESERVED RIGHT...........................................34 49. FEES AND EXPENSES.................................................34 50. CORPORATE AUTHORITY...............................................34 51. NUMBER AND GENDER.................................................34 52. LESSEE RESTRICTION................................................34 53. GOVERNMENT REQUIREMENTS...........................................35 54. YEAR 2000 COMPLIANCE..............................................35 55. LIMITATION OF LESSOR'S LIABILITY..................................35 The following Exhibits attached to this Lease are incorporated herein and made a part hereof: Exhibit A Premises Exhibit A-1 Parcel Exhibit B Rules and Regulations Exhibit C Workletter Exhibit D Subordination, Attornment and Non-Disturbance Agreement ii {Page} LEASE, made the 24TH day of May 1999, between CONTINENTAL INVESTORS, L.P., A New Jersey Limited Partnership, whose address is 1500 Market Street, 3000 Centre Square West, Philadelphia, Pennsylvania 19102 (hereinafter called "Lessor"); and DOV PHARMACEUTICALS INC., a New Jersey corporation, whose address is 401 Hackensack Avenue, Fifth Floor, Hackensack, New Jersey 07601 (hereinafter called "Lessee"). REFERENCE PAGE CONTINENTAL PLAZA BASIC LEASE PROVISIONS AND DEFINITIONS In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this Section, unless such meanings are expressly modified, limited or expanded elsewhere herein. 1. ADDITIONAL RENT: All sums in addition to Term Fixed Basic Rent payable by Lessee to Lessor pursuant to the provisions of this Lease for the collection of which Lessor shall have all the remedies as are permitted for the collection of Fixed Basic Rent. 2. BASE PERIOD COSTS: As to the following: A. BASE OPERATING COSTS: Those costs incurred for the Building, Complex and Parcel during Calendar Year 1999. B. BASE REAL ESTATE TAXES: Those Real Estate Taxes assessed against the Building, Complex and Parcel applicable to Calendar Year 1999. C. BASE UTILITY AND ENERGY COSTS: Those costs determined by multiplying the Base Utility Rate (as hereinafter defined) by the usage incurred for the Building, Complex and Parcel during Calendar Year 1999. 3. BASE UTILITY RATE: The average rate in effect (including fuel surcharges and/or adjustments) from April 1, 1998 through March 31, 1999. 4. BROKER: Cushman & Wakefield of New Jersey, Inc. 5. BUILDING: 433 Hackensack Avenue, Hackensack, New Jersey. 6. COMMENCEMENT DATE: Upon seven (7) days prior notice from Lessor to Lessee now estimated to be on or about 6/26, 1999, and shall for purposes hereof be subject to Sections 29 and 44 hereof. 7. DEMISED PREMISES OR PREMISES: Approximately 4,922 gross rentable square feet on the lobby level as shown on Exhibit A hereto, which includes an allocable share of the Common Facilities as defined in Subsection 43(C). {Page} 8. ELECTRIC RENT INCLUSION FACTOR: Six Thousand One Hundred Fifty-two and 50/100 ($6,152.50) Dollars per annum. 9. TERM FIXED BASIC RENT: Seven Hundred Twelve Thousand Four Hundred Fifty-nine and 50/100 ($712,459.50) Dollars for the Term, payable as follows: A. ANNUAL FIXED BASIC RENT: One Hundred Forty-two Thousand Four Hundred Ninety-one and 90/100 ($142,491.90) Dollars; B. MONTHLY FIXED BASIC RENT: Eleven Thousand Eight Hundred Seventy-four and 33/100 ($11,874.33) Dollars; all subject to further adjustment as in Subsection 24(B)(i) provided. 10. LESSEE'S PERCENTAGE: 83/100 (.83%) percent subject to adjustment as in Subsection 43 (E) provided. 11. PARCEL: Lot 5.A Block 512.A, Lot 1 Block 514 on the tax map of the City of Hackensack; Lot 3 Block 98 on the tax map of the Borough of River Edge. 12. PARKING SPACES: A total of twenty (20) spaces, fourteen (14) of which shall be covered and six (6) of which shall be uncovered. 13. PERMITTED USE: General office for executive and administrative purposes. 14. SECURITY DEPOSIT: None, subject to the first paragraph of Section 17 herein. 15. TERM: Five (5) years from the Commencement Date to expire at 5:00 p.m. Eastern Time the day preceding the fifth (5th) anniversary of the Commencement Date which expiration date is anticipated to be 6/25/04 (herein "Anticipated Expiration Date"). 16. EXPIRATION DATE: The fifth (5th) anniversary of the Commencement Date. 2 {Page} W I T N E S S E T H: For and in consideration of the covenants herein contained, and upon the terms and conditions herein set forth, Lessor and Lessee agree as follows: 1. DESCRIPTION. Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the Demised Premises as defined on the Reference Page (hereinafter called "Demised Premises" or "Premises"), as shown on the plan or plans, initialed by the parties hereto, marked Exhibit A attached hereto and made part of this Lease in the Building as defined on the Reference Page (hereinafter called the "Building") which is situated as part of that Complex of Buildings known as 401, 407, 411 and 433 Hackensack Avenue, Hackensack, New Jersey, also known as Continental Plaza (hereinafter called the "Complex"), all located on that certain Parcel as defined on the Reference Page (hereinafter called the "Parcel"), as described on Exhibit A-1, together with the right to use in common with other lessees of the Building, their invitees, customers and employees, those public areas of the Common Facilities as hereinafter defined. 2. TERM. The Premises are leased for the Term to commence on the Commencement Date, and to end at 12:00 midnight on the Expiration Date, all as defined on the Reference Page. 3. BASIC RENT. The Lessee shall pay to the Lessor during the Term, the Term Fixed Basic Rent as defined on the Reference Page (hereinafter called the "Term Fixed Basic Rent"), payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The Term Fixed Basic Rent shall accrue at the Annual Fixed Basic Rent as defined on the Reference Page and shall be payable in advance on the first day of each calendar month during the Term in installments of Monthly Fixed Basic Rent as defined on the Reference Page, except that a proportionately lesser sum may be paid for the first and last months of the Term of this Lease if the Term commences on a day other than the first day of the month, in accordance with the provisions of this Lease herein set forth. Lessor acknowledges receipt from Lessee of the first installment of Monthly Fixed Basic Rent for the Term, by check, subject to collection. Lessee shall pay Fixed Basic Rent and any Additional Rent as hereinafter provided, to Lessor at Lessor's above stated address, or at such other place as Lessor may designate in writing, without demand and without counterclaim, deduction or setoff. The aforesaid Fixed Basic Rent shall be subject to adjustment as in Section 24 provided. As used in this Lease, Fixed Basic Rent shall mean either Term Fixed Basic Rent, Annual Fixed Basic Rent or Monthly Fixed Basic Rent, as appropriate. 4. USE, OCCUPANCY AND THE NON-VIOLATION OF LAW. Lessee shall use and occupy the Premises for the Permitted Use as defined on the Reference Page and for no other purpose. Notwithstanding anything to the contrary contained in this Lease, Lessee, in the use and occupancy of the Premises and in the prosecution and conduct of any business thereon, shall conform to all requirements of all laws, orders, ordinances, rules and regulations of the Federal, State, county and municipal authorities and with any direction or certificate of occupancy issued pursuant to any law of or by any public officer or officers. Lessee covenants that it will not use or permit to be used any part of the Premises for any unlawful purpose or for any dangerous, noxious or offensive trade or business and will not cause or maintain any nuisance in, at or on the Premises. 3 {Page} 5. COMPLIANCE WITH LAW/CARE AND REPAIR OF PREMISES/ENVIRONMENTAL. A. Lessee covenants to commit no act of waste and to take good care of the Premises and the fixtures and appurtenances thereon, and shall, in the use and occupancy of the Premises, comply with all present and future laws, orders and regulations of the Federal, State and municipal governments or any of their departments affecting the Premises and with any and all environmental requirements resulting from the Lessee's use of the Premises; this covenant to survive the expiration or sooner termination of the Lease. Lessor shall, at Lessee's expense, make all necessary repairs to the Premises except where the need for said repair is due to the Lessor's acts or that of its agents or employees. Lessor shall make all necessary repairs to the Common Facilities and to the parking areas, if any, the same to be included as an Operating Cost pursuant to Section 25 herein, except where the repair has been made necessary by misuse or neglect by Lessee or Lessee's agents, servants, visitors or licensees, in which event Lessor shall nevertheless make the repair but Lessee shall pay to Lessor, as Additional Rent, immediately upon demand, the costs therefor (net of any insurance proceeds which Lessor may receive on account of such repair). If any repairs, alterations or improvements to the Demised Premises are necessary to comply with the aforesaid governmental rules and regulations, and said repairs or improvements are not required as a result of Lessee's specific manner of use, then Lessor shall make said repair and/or improvement, and the cost shall be included as an Operating Cost. The term "specific use" shall mean the manner in which Lessee uses the Premises in contradiction to the mere use by Lessee of the Premises as general offices. Lessor shall comply with all present and future laws, orders and regulations of the federal, state and municipal governments or any of their departments affecting the Common Facilities, the same to be included as an Operating Cost, except where the need for such compliance has been made necessary by the specific manner of Lessee's use, in which case Lessor shall effect the compliance but Lessee shall pay to Lessor, as Additional Rent, immediately upon demand, the costs thereof. All improvements made by Lessee to the Premises, which are so attached to the Premises that they cannot be removed without material injury to the Premises, shall become the property of Lessor upon installation. Not later than the last day of the Term, Lessee shall, at Lessee's expense, remove all Lessee's personal property and those improvements made by Lessee which have not become the property of Lessor, including trade fixtures (other than built-in cabinetwork), movable paneling partitions, electrical, telephone, computer and antenna wiring, cabling and related conduit, connection boxes, switches and outlets installed in the ceilings, floors and walls of the Demised Premises and the like; repair all injury done by or in connection with the installation or removal of said property, improvements, wiring and the like; cap or terminate all electrical and telephone connections at service entry panels as required by law; and surrender the Premises in as good condition as they were at the beginning of the Term, reasonable wear and damage by fire, the elements, casualty, or other cause not due to the misuse or neglect by Lessee, Lessee's agents, servants, visitors or licensees excepted. All other property of Lessee remaining on the Premises after the last day of the Term of this Lease shall be conclusively deemed abandoned and may be removed by Lessor, and Lessee shall reimburse Lessor for the cost of such removal. Lessor may have any such property stored at Lessee's risk and expense. Notwithstanding anything 4 {Page} contained herein to the contrary, Lessee shall not be obligated to remove any of the initial installation described on Exhibit C attached hereto. B. Lessee acknowledges the existence of environmental laws, rules and regulations, including but not limited to the provisions of ISRA, as hereinafter defined. Lessee shall comply with any and all such laws, rules and regulations. Lessee represents to Lessor that Lessee's Standard Industrial Classification (SIC) Number as designated in the Standard Industrial Classifications Manual prepared by the office of Management and Budget in the Executive Office of the President of the United States will not subject the Demised Premises to ISRA applicability. Any change by Lessee to an operation with an SIC Number subject to ISRA shall require Lessor's written consent. Any such proposed change shall be sent in writing to Lessor sixty (60) days prior to the proposed change. Lessor, at its sole option, may deny consent. C. Lessee hereby agrees to execute such documents as Lessor reasonably deems necessary and to make such applications as Lessor reasonably requires to assure compliance with ISRA. Lessee shall bear all costs and expenses incurred by Lessor associated with any required ISRA compliance resulting from Lessee's use of the Demised Premises including but not limited to State agency fees, engineering fees, clean-up costs, filing fees and suretyship expenses. As used in this Lease, ISRA compliance shall include applications for determinations of nonapplicability by the appropriate governmental authority. The foregoing undertaking shall survive the termination or sooner expiration of the Lease and surrender of the Demised Premises and shall also survive sale, or lease or assignment of the Demised Premises by Lessor. Lessee agrees to indemnify and hold Lessor harmless from any violation of ISRA occasioned by Lessee's use of the Demised Premises. The Lessee shall immediately provide the Lessor with copies of all correspondence, reports, notices, orders, findings, declarations and other materials pertinent to the Lessee's compliance and the requirements of the New Jersey Department of Environmental Protection ("NJDEP") under ISRA as they are issued or received by the Lessee. D. Lessee agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit to be present on or about the Demised Premises, any Hazardous Substances. As used herein, Hazardous Substances shall be defined as any "hazardous chemical," "hazardous substance" or similar term as defined in the Comprehensive Environmental Responsibility Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey Environmental Cleanup Responsibility Act, as amended, N.J.S.A. 13:1K-6 ET SEQ. and/or the Industrial Site Recovery Act ("ISRA"), the New Jersey Spill Compensation and Control Act, as amended, N.J.S.A. 58:10-23.11b, ET SEQ., any rules or regulations promulgated thereunder, or in any other applicable Federal, State or local law, rule or regulation dealing with environmental protection. It is understood and agreed that the provisions contained in this Section shall be applicable notwithstanding the fact that any substance shall not be deemed to be a Hazardous Substance at the time of its use by the Lessee but shall thereafter be deemed to be a Hazardous Substance. 5 {Page} E. In the event Lessee fails to comply with ISRA as stated in this Section or any other governmental law as of the termination or sooner expiration of the Lease and as a consequence thereof Lessor is unable to rent the Demised Premises, then the Lessor shall treat the Lessee as one who has not removed at the end of its Term, and thereupon be entitled to all remedies against the Lessee provided by law in that situation including a monthly rental of two hundred (200%) percent of the installment of Monthly Fixed Basic Rent for the last month of the Term of this Lease or any renewal term, payable in advance on the first day of each month, until such time as Lessee provides Lessor with a negative declaration or confirmation that any required clean-up plan has been successfully completed. F. Lessee agrees that Lessee, its agents and contractors, licensees, or invitees shall not handle, use, manufacture, store or dispose of any Hazardous Substances on, under, or about the Premises, without Lessor's prior written consent (which consent may be given or withheld in Lessor's sole discretion), provided that Lessee may handle, store, use or dispose of products containing small quantities of Hazardous Substances, which products are of a type customarily found in offices and households (such as aerosol cans containing insecticides, toner for copies, paints, paint remover, and the like), and provided further that Lessee shall handle, store, use and dispose of any such Hazardous Substances in a safe and lawful manner and shall not allow such Hazardous Substances to contaminate the Premises or the environment. G. Without limiting the above, Lessee agrees to reimburse, defend, indemnify and hold harmless the Lessor and each mortgagee of the Demised Premises from and against any and all liabilities, damages, claims, losses, judgments, causes of action, costs and expenses, including without limitation, loss of rental income, loss due to business interruption, and the reasonable fees and expenses of counsel which may be incurred by the Lessor or any such mortgagee or threatened against .the Lessor or such mortgagee, arising out of or in any way connected with the use, manufacture, storage or disposal of Hazardous Substances by Lessee, its agents or contractors on, under or about the Premises including, without limitation, the costs of any required or necessary investigation, repair, cleanup or detoxification, and the preparation of any closure or other required plans in connection herewith, whether voluntary or compelled by governmental authority, or any breach by Lessee of the undertakings set forth in this Section. The indemnity obligations of Lessee under this clause shall survive any termination or expiration of the Lease. H. Notwithstanding anything set forth in this Lease, Lessee shall only be responsible for contamination of Hazardous Substances or any cleanup resulting directly therefrom, resulting directly from matters occurring or Hazardous Substances deposited (other than by contractors, agents or representatives controlled by Lessor) during the Lease Term, and any other period of time during which Lessee is in actual or constructive occupancy of the Premises. Lessee shall take reasonable precautions to prevent the contamination of the Premises with Hazardous Substances by third parties. I. It shall not be unreasonable for Lessor to withhold its consent to any proposed assignment or sublease if (i) the proposed assignee's or sublessee's anticipated 6 {Page} use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Substances; (ii) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Substances contaminating a property if the contamination resulted from such assignee's or sublessee's actions or use of the property in question; or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal, or storage of a Hazardous Substance. 6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Lessee shall not, without first obtaining the written consent of Lessor, make any alterations, additions or improvements in, to or about the Premises which consent shall not be unreasonably withheld, conditioned or delayed provided the requested alteration, addition or improvement does not affect or impact the Building Structure, the Building exterior or the Building mechanical, electrical or plumbing systems. As used herein, "Building Structure" shall be the footings, foundation, the steel supporting columns, exterior walls, and pipes leading from the Building line to the street. 7. ACTIVITIES INCREASING FIRE INSURANCE RATES. Lessee shall not do or suffer anything to be done on the Premises which will increase the rate of fire insurance on the Building. 8. ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge, hypothecate, assign, transfer, sublet or otherwise deal with this Lease or the Premises in any manner except as specifically provided for in this Section 8: A. In the event that the Lessee desires to sublease or assign the Premises or sublease all or any portion of the Premises to any other party, the terms and conditions of such sublease or assignment and the identity of the sublessee or assignee, provided all by means of an executed agreement conditioned on Lessor's approval, shall be communicated to the Lessor in writing not less than twenty (20) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee within ten (10) business days following Lessor's receipt of the above-referenced agreement, to, if an assignment, recapture the within Lease so that such prospective assignee shall then become the sole lessee of Lessor hereunder or, if a sublease, to recapture said space proposed to be sublet for its proposed duration and the within Lessee shall be fully released from any and all obligations hereunder as to said space for said proposed duration. B. In the event that the Lessor elects not to recapture the Lease or part thereof as the case may be in accordance with (A) above, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises so offered to Lessor, subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld, and subject to the consent of any mortgagee, trust deed holder or ground lessor, on the basis of the terms and conditions enumerated herein in this Subsection 8(B). However, Lessor shall not be deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building or 7 {Page} Complex (or to a subsidiary or affiliate), or if, in the reasonable judgment of Lessor, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, violates any exclusive granted to any other tenant in the Building, or such business will create increased use of the Common Facilities of the Parcel and/or Building or if the proposed sublease or assignment is to any State, Federal or municipal agency or bureau. (1) The Lessee shall provide to the Lessor the name and address of the assignee or sublessee, and copies of financial reports and other relevant financial information of the assignee or sublessee reasonably required by Lessor. (2) The assignee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall be subject to the Lease and said sublessee shall expressly acknowledge that said sublessee's rights against the Lessor shall be no greater than those of the Lessee. (3) The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Term Fixed Basic Rent and Additional Rent reserved herein as and when required to be paid, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (4) The Lessee and any assignee shall promptly pay to Lessor any consideration received for any assignment or all of the rent (Fixed Basic and Additional), and any other consideration payable by the subtenant to Lessee under or in connection with the sublease (including, but not limited to, sums paid for the sale of Lessee's fixtures, leasehold improvements, equipment, furniture, or other personal property in excess of its depreciable book value or in excess of its fair rental value if said items are rented to the assignee or sublessee), as and when received, in excess of the Term Fixed Basic Rent and Additional Rent required to be paid by Lessee for the period affected by said assignment or sublease for the area sublet, computed on the basis of an average square foot rent for the gross square footage Lessee has leased and net of the reasonable costs incurred by Lessee in connection with any such sublet or assignment. (5) In any event, the acceptance by the Lessor of any rent (Fixed Basic and Additional) from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. (6) Lessor shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet or assignment prior to its consideration of the same, except that the aforesaid payment shall be waived once during the Term. 8 {Page} (7) Lessee shall have no claim, and hereby waives the right to any claim, against Lessor for money damages by reason of any refusal, withholding or delaying by Lessor of any consent, and in such event, Lessee's only remedies therefor shall be an action for specific performance, injunction or declaratory judgment to enforce any such requirement. C. Any sublet or assignment to an "Affiliate" as hereinafter defined shall not be subject to the provisions of Subsections 8(A), 8(B)(4) or 8(B)(6) hereof and shall not require Lessor's prior written consent, but all other provisions of this Section shall, apply. D. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. E. Without limiting any of the provisions of Sections 13 and 14, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), or if pursuant to any State insolvency or bankruptcy law, Lessee is permitted to assign this Lease, notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such code or law shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year's Annual Fixed Basic Rent and Additional Rent for the next 9 {Page} succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Lessor), which deposit shall be held by Lessor for the balance of the Term, without interest, as Additional Security Deposit, as hereinafter defined, for the full performance of all of Lessee's obligations under this Lease, to be held and applied in the manner specified for the Security Deposit in Section 17 hereof. F. The sale or transfer of stock control, if Lessee be a corporation, shall be deemed an assignment of this Lease unless: (a) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (b) it is made amongst the existing stockholders of Lessee, (c) it results from the death of a stockholder of Lessee, or (d) it is in connection with a sale of all or substantially all of Lessee's assets. Additionally, the sale or transfer of stock control in connection with private financing by Lessee for its business shall not be deemed an assignment of this Lease if to (i) a company whose securities are registered under the Securities Act of 1933, as amended, or (ii) an investor or lender whose members have not been convicted of a criminal offense provided the existing shareholders of Lessee, or their survivors, continue to maintain an ownership interest with voting rights in Lessee. G. Except as specifically set forth above, no portion of the Demised Premises or of Lessee's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any Security Deposit required hereunder. H. Subject to the provisions of Subsection 8(F) above, if Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this Subsection 8(H) shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock [or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock] which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets, (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Lessee immediately prior to such merger, consolidation or transfer or (b) the net worth of Lessee 10 {Page} herein named on the date of this Lease, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least ten (10) days prior to the effective date of any such transaction. 9. COMPLIANCE WITH RULES AND REGULATIONS. Lessee shall observe and comply with the Rules and Regulations hereinafter set forth in Exhibit B attached hereto and made a part hereof and with such further reasonable Rules and Regulations as Lessor may prescribe, on notice to the Lessee, for the safety, care and cleanliness of the Building and the comfort, quiet and convenience of other occupants of the Building. Lessor shall enforce any such Rules and Regulations in a non-discriminatory manner. 10. DAMAGES TO BUILDING. If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Lessor, will equal or exceed twenty-five (25%) percent of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, then Lessor may, no later than the sixtieth (60th) day following the damage, give Lessee a notice of election to terminate this Lease, or if the cost of restoration will equal or exceed fifty (50%) percent of such replacement value and if the Premises shall not be reasonably usable for the purpose for which they are leased hereunder, then Lessee may, no later than the sixtieth (60th) day following the damage, give Lessor a notice of election to terminate this Lease. In either said event of election, this Lease shall be deemed to terminate on the thirtieth (30th) day after the giving of said notice, and Lessee shall surrender possession of the Premises within a reasonable time thereafter; and the Term Fixed Basic Rent and any Additional Rent shall be apportioned as of the date of said surrender, and any Term Fixed Basic Rent or Additional Rent paid for any period beyond the latter of the thirtieth (30th) day after said notice, or the date Lessee surrenders possession, shall be repaid to Lessee. If the cost of restoration shall not entitle Lessor to terminate this Lease or if, despite the cost, Lessor does not elect to terminate this Lease, Lessor shall restore the Building and the Premises with reasonable promptness, subject to Force Majeure, as hereinafter defined, and except as stated above, Lessee shall have no right to terminate this Lease. Lessor need not restore fixtures and improvements owned by Lessee. Except as provided in Section 5 hereof, notwithstanding the provisions of this Section or any other provision of this Lease, Lessor shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the 303464	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Lease Agreement: Criimi Mae – Agreement") is made this _______ day of ________________, 1999, by and among UNITED STATES FIDELITY AND GUARANTY CO., having an address c/o Criimi Mae Services Limited Partnership, 11200 Rockville Pike, Rockville, Maryland 20852 (the "Lender"); CONTINENTAL INVESTORS, L.P., a limited partnership, having an address at _____________ CRIIMI MAE – satisfactorily proven to be the person whose name is subscribed to the foregoing instrument, who acknowledged that he/she is the ____________________, of CRIIMI MAE SERVICES, INC., a corporation organized and existing under the law of Maryland, that he/she has been duly authorized to execute, and has _____________ dt 271976 ; Citibank Citibank, NA As referenced in this Lease Agreement: CITIBANK N.A. – SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE U.S. FEDERAL LAW. CITIBANK N.A. /S/ [SIGNATURE ILLEGIBLE] ---------------------------------------- AUTHORIZED SIGNATURE. {Page} DRAFT OF IRREVOCABLE STANDBY LETTER OF CREDIT Beneficiary: Continental Investors, L.P. 1500 Market Street 3000 _____________ dt 270802 ; DOV Pharma DOV Pharmaceutical, Inc. ( Pharmaceutical Preparations ) As referenced in this Lease Agreement: DOV PHARMACEUTICAL, – A DESCRIPTION OF THE PROPERTY {Page} Exhibit "A" to the Lease Agreement dated 5/24/99 between Continental Investors, L.P. ("Lessor") and DOV PHARMACEUTICAL, INC. ("Lessee"). This Plan is intended to only show the general layout of the property or a part thereof. Landlord reserves the _____________ DOV PHARMACEUTICAL, – not to be scaled. [Floor Plan] {Page} Exhibit A-1 to Lease dated MAY 24, 1999 between Continental Investors, L.P. ("Landlord") and DOV PHARMACEUTICAL, INC. ("Tenant"). This site plan is intended only to show the general layout of the property or a part thereof. Landlord reserves _____________ DOV PHARMACEUTICAL, – Site Plan, pg. 1 of 2] {Page} Exhibit A-1 to Lease dated MAY 24, 1999 between Continental Investors, L.P. ("Landlord") and DOV PHARMACEUTICAL, INC. ("Tenant"). This site plan is intended only to show the general layout of the property or a part thereof. Landlord reserves _____________ DOV PHARMACEUTICAL, – been for the long lead items. 2 {Page} Exhibit "C" to Lease Agreement dated 5/24/99 between Continental Investors, LP ("Lessor") and DOV PHARMACEUTICAL, INC. ("Lessee"). This plan is intended to only show the general layout of the property or a part thereof. Landlord reserves the _____________ DOV PHARMACEUTICAL, – LETTER OF CREDIT NO. CCD6-01719-30025668 GENTLEMEN: FOR THE ACCOUNT OF CITIBANK F.S.B. NEW JERSEY, WITH RESPECT TO THEIR CUSTOMER DOV PHARMACEUTICAL, INC., WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. CCD6-01719-30025668, IN YOUR FAVOR FOR AN AMOUNT NOT TO _____________ dt 268866 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Lease Agreement: Chase Manhattan Bank – deemed Additional Rent payable on demand, with interest at two (2%) percent per annum over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy customers or the highest rate permitted by law, whichever is lower. 19. LIENS. Lessee shall not do any act, _____________ Chase Manhattan Bank – amortized over the reasonable life of such improvements with interest at two (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life and amortization schedules as shall be determined by _____________ dt 273427 ; Continental Investors, L.P.
Preview Full Doc	2003	Non-Standardized Adoption Agreement Non-Standardized Adoption Agreement (102K) Doc #187103: Click preview link for longer preview. ACCUDRAFT PROTOTYPE 401(k) PLAN NON-STANDARDIZED ADOPTION AGREEMENT Adoption Agreement Form #006 For Use With BASIC PLAN #01 SECTION 1 PLAN AND SPONSORING EMPLOYER INFORMATION 1.1 NAME OF PLAN CRIIMI MAE Management, Inc. Retirement Plan 1.2 PLAN NUMBER 001 1.3 TYPE OF PLAN This Plan is a Profit Sharing 401(k) plan. 1.4 EFFECTIVE DATE This Plan is an amended or restated plan, which was originally effective July 1, 1995. The date this amended Plan is effective is January 1, 2002. 1.5 SPONSORING EMPLOYER CRIIMI MAE Management, Inc. 11200 Rockville Pike Rockville, MD 20852 Telephone (301) 816-2300 1.6 FORM OF BUSINESS Corporation 1.7 FISCAL YEAR ENDS December 31st 1.8 EMPLOYER IDENTIFICATION NUMBER 52-1917789 1.9 PLAN ADMINISTRATOR The Sponsoring Employer 1.10 TRUSTEE Wilmington Trust Company, 1100 North Market Street, Wilmington, DE 19890-0001 1.11 PLAN YEAR January 1st to December 31st 1.12 ANNIVERSARY DATE January 1st -1- {PAGE} 1.13 PRIOR BUSINESS ENTITY FOR WHICH PRIOR SERVICE IS CREDITED UNDER THE PLAN None 1.14 ADDITIONAL PARTICIPATING EMPLOYERS CRIIMI MAE Services, L.P. SECTION 2 PLAN PARTICIPATION, SERVICE 2.1 MINIMUM SERVICE AND AGE REQUIREMENT FOR ELIGIBILITY There is no minimum Service requirement for participation in the Plan. The minimum Age for Plan eligibility as of an Entry Date in Section 2.2 is Age 21. Age shall mean actual attained age for all purposes. 2.2 ENTRY DATE An Eligible Employee in Section 2.4 who satisfies the minimum Age and Service requirements in Section 2.1 shall become a Participant as of the Plan Entry Date. The Plan Entry Date to participate in the Plan for all purposes shall be quarterly on the first day of the 1st, 4th, 7th and 10th month of the Plan Year coinciding with or next following satisfaction of such requirements. 2.3 AGE AND SERVICE REQUIREMENTS ON EFFECTIVE DATE OR OTHER DATE The same Age requirement and/or minimum Service or months of employment requirement in Section 2.1 shall be applicable for all dates on or after the date this Plan or amended Plan is effective in Section 1.4 2.4 ELIGIBLE CLASS OF EMPLOYEES Persons not deemed by the Employer to be Employees but who instead are deemed to be independent contractors are not eligible. All Employees are Eligible Employees except that the following classes of Employees in accordance with Section 2.1 of the Basic Plan are ineligible to participate in the Plan for all purposes: (1) Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives and the Employer in which retirement benefits were the subject of good faith bargaining, unless such agreement expressly provides for the inclusion of such Employees as Participants in the Plan; (2) Employees who are non-resident aliens who do not receive any earned income from the Employer which constitutes income from sources within the United States; and (3) Anyone who is employed as an Employee of the following Affiliated Employers: CRIIMI MAE, Inc., CRIIMI, Inc., CRI Liquidating REIT, Inc., CRIIMI MAE Financial Corp., CRIIMI MAE Financial III, CRIIMI MAE Financial II. 2.5 COMPUTATION PERIOD, YEAR OF SERVICE OR 1-YEAR PERIOD OF SERVICE The computation period for purposes of determining eligibility to share in the allocation of Employer contributions (and forfeitures, if applicable) shall be the Plan Year. 187103	CRIIMI MAE CRIIMI MAE Inc. ( Real Estate ) As referenced in this Non-Standardized Adoption Agreement: CRIIMI MAE – AGREEMENT Adoption Agreement Form #006 For Use With BASIC PLAN #01 SECTION 1 PLAN AND SPONSORING EMPLOYER INFORMATION 1.1 NAME OF PLAN CRIIMI MAE Management, Inc. Retirement Plan 1.2 PLAN NUMBER 001 1.3 TYPE OF PLAN This Plan is a Profit Sharing 401(k) plan. _____________ CRIIMI MAE – plan, which was originally effective July 1, 1995. The date this amended Plan is effective is January 1, 2002. 1.5 SPONSORING EMPLOYER CRIIMI MAE Management, Inc. 11200 Rockville Pike Rockville, MD 20852 Telephone (301) 816-2300 1.6 FORM OF BUSINESS Corporation 1.7 FISCAL YEAR ENDS _____________ CRIIMI MAE – 1st -1- {PAGE} 1.13 PRIOR BUSINESS ENTITY FOR WHICH PRIOR SERVICE IS CREDITED UNDER THE PLAN None 1.14 ADDITIONAL PARTICIPATING EMPLOYERS CRIIMI MAE Services, L.P. SECTION 2 PLAN PARTICIPATION, SERVICE 2.1 MINIMUM SERVICE AND AGE REQUIREMENT FOR ELIGIBILITY There is no minimum Service requirement _____________ CRIIMI MAE, – which constitutes income from sources within the United States; and (3) Anyone who is employed as an Employee of the following Affiliated Employers: CRIIMI MAE, Inc., CRIIMI, Inc., CRI Liquidating REIT, Inc., CRIIMI MAE Financial Corp., CRIIMI MAE Financial III, CRIIMI MAE Financial II. 2.5 COMPUTATION _____________ CRIIMI MAE – and (3) Anyone who is employed as an Employee of the following Affiliated Employers: CRIIMI MAE, Inc., CRIIMI, Inc., CRI Liquidating REIT, Inc., CRIIMI MAE Financial Corp., CRIIMI MAE Financial III, CRIIMI MAE Financial II. 2.5 COMPUTATION PERIOD, YEAR OF SERVICE OR 1-YEAR PERIOD OF SERVICE _____________ dt 111696 ;	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Non-Standardized Adoption Agreement: Wilmington Trust Co – 7 FISCAL YEAR ENDS December 31st 1.8 EMPLOYER IDENTIFICATION NUMBER 52-1917789 1.9 PLAN ADMINISTRATOR The Sponsoring Employer 1.10 TRUSTEE Wilmington Trust Co mpany, 1100 North Market Street, Wilmington, DE 19890-0001 1.11 PLAN YEAR January 1st to December 31st 1.12 ANNIVERSARY DATE January _____________ WILMINGTON TRUST CO – Title: Mark Libera V.P./General Counsel ------------------------- -------------------- (Print name) (Title) Signature and Date:/s/Mark Libera March 27, 2003 ---------------------------------- -------------- (Signature) (Date) CORPORATE TRUSTEE: WILMINGTON TRUST CO MPANY Julie Anne Black Assistant V.P. ----------------------- ------------------ (Print name) (Title) /s/Julie Anne Black March 28, 2003 Signature and Date: ----------------------- ------------------ (Signature) (Date) -18- { _____________ dt 99782