Master Lease - Final Draft to Alderman 4-21-10

8/7/2019 Master Lease - Final Draft to Alderman 4-21-10

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TSH DRAFT APRIL 21, 2010 FOR DISCUSSION

PURPOSES ONLY ALL RIGHTS RESERVED

MASTER LEASE

BY AND BETWEEN

THE CITY OF NEW HAVEN

AND

PARKING REAL ESTATE FUND II, LP

Dated as of ___________ _____, 2010

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TABLE OF CONTENTS

ARTICLE IRECITALS ..........................................................................................................................1

ARTICLE IIIDEMISE OF PARKING METER OPERATIONS ............................................................. 3

Section 1 Demise of Parking Meter Operations.......................................................................... 3Section 2 Creation of Security Interest........................................................................................ 3Section 3 Intent of Parties. .........................................................................................................4Section 4 Termination by City. ..................................................................................................4Section 5 Early Termination Right.............................................................................................. 5

Section 6 Expiration of the Term................................................................................................ 5

ARTICLE IVTITLE AND CONDITION; REPRESENTATIONS OF THE CITY AND PREF II ....... ..5

Section 1 Condition of Parking Meter Operations. .................................................................... 5Section 2 Representations and Warranties of the City. ............................................................. 5Section 3 Representations and Warranties of PREF II................................................................ 8Section 4 Assignment of Intangible Property. ........................................................................... 9Section 5 Transfer of Books and Records, Equipment. ............................................................. 9

ARTICLE V

TRANSACTION CHARACTERIZATION ........................................................................ 9Section 1 Master Lease Transaction............................................................................................ 9Section 2 Fair Market Rental....................................................................................................... 9Section 3 No Partnership or Joint Venture.................................................................................. 9Section 4 Financial Accommodation......................................................................................... 10Section 5 Material Inducement. ...............................................................................................10

ARTICLE VIBASIC LEASE TERMS ....................................................................................................10

Section 1 Lease Term. ............................................................................................................. 10Section 2 Rent. ........................................................................................................................10

Section 3 Gross Lease. .............................................................................................................11

ARTICLE VIITAXES AND ASSESSMENTS ........................................................................................11

ARTICLE VIIIUTILITIES .........................................................................................................................12

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ARTICLE XXPARKING METER OPERATION SUBSTITUTION .....................................................17

ARTICLE XXI

HOLDING OVER ............................................................................................................. 17

ARTICLE XXIIFORCE MAJEURE ...........................................................................................................17

ARTICLE XXIIICONSENT OF PREF II .....................................................................................................18

ARTICLE XXIVMISCELLANEOUS PROVISIONS ..................................................................................18

Section 1 Recitals. .................................................................................................................... 18Section 2 Notices. ..................................................................................................................... 18

Section 3 Waiver and Amendment. ......................................................................................... 19Section 4 Interpretation. ...........................................................................................................19Section 5 Numbers and Gender................................................................................................. 20Section 6 PREF II 's Liability; the Citys Liability. .................................................................20Section 7 Severability. ..............................................................................................................21Section 8 No Strict Construction. ............................................................................................ 21Section 9 No Third Party Beneficiaries. ................................................................................... 21Section 10 Other Documents. .................................................................................................. 21Section 11 Attorneys' Fees. ...................................................................................................... 21Section 12 Entire Agreement. ..................................................................................................22Section 13 Forum Selection; Jurisdiction; Venue; Choice of Law. ..........................................22

Section 14 Counterparts. ..........................................................................................................22Section 15 Binding Effect. .......................................................................................................22Section 16 Waiver of Jury Trial and Punitive, Consequential, Special and Indirect Damages.

........................................................................................................................... 23Section 17 Time of the Essence. ..............................................................................................23Section 18 No Merger. ..............................................................................................................23Section 19 No Contractual Rights. .......................................................................................... 23Section 20 No Real Estate Commissions. ...............................................................................24Section 21 Document Review. ................................................................................................ 24

ARTICLE XXV

NO MERGER OF LEASEHOLD AND SUBLEASEHOLD ESTATES .........................24

EXHIBITS:

Exhibit A Description of Parking Meter Operations

Exhibit B Form of Sublease

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Exhibit C Definitions

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MASTER LEASE

THIS MASTER LEASE (this Master Lease) dated as of _____________ __, 2010 (theEffective Date), by and between the CITY OF NEW HAVEN, a Connecticut municipalcorporation, whose address is 165 Church Street, New Haven, CT 06510 (the City), andPARKING REAL ESTATE FUND II, LP, a Delaware limited partnership, whose address is6120 Parkland Boulevard, Suite 202, Mayfield Heights, OH 44124 (PREF II).

ARTICLE I

RECITALS

WHEREAS, PREF II has approached the City with a financing alternative to free up the

Citys equity in the Parking Meter Operations and to monetize untapped value in the ParkingMeter Operations, and the City desires to accept PREF IIs proposal as an alternative method offinancing; and

WHEREAS, Gates Group Capital Partners, LLC responded to the Citys RFQ, and PREFII is the Party contracting with the City; and

WHEREAS, the financing mechanism that PREF II has designed to free up the Citysequity in the Parking Meter Operations, and to monetize untapped value in the Parking MeterOperations, is known as a lease-leaseback transaction, as more fully described in this MasterLease and the Sublease (the Lease-Leaseback Transaction); and

WHEREAS, pursuant to the Lease-Leaseback Transaction, the City will lease the ParkingMeter Operations to PREF II by the execution and delivery of this Master Lease; and

WHEREAS, the next step in the Lease-Leaseback Transaction is a lease of the ParkingMeter Operations back to the City via the Sublease, so that the City continues to have fullpossession and control over the Parking Meter Operations; and

WHEREAS, the structure of the Lease-Leaseback Transaction allows the City to:

(a) Manage the daily operations, personnel and fee structure of the ParkingMeter Operations with its own personnel;

(b) Gain potential upside through real growth and fee increases;

(c) Selectively take back and substitute portions of the Parking Meter Operationswhen needed for a higher and better use; and

(d) Expand and add additional parking meters in the Citys sole discretion that willnot be subject to this Master Lease or the Sublease; and

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WHEREAS, notwithstanding the terms of this Master Lease, so long as the City complieswith all of the terms and conditions set forth in the Sublease and in this Master Lease, the Cityspossession and control of the Parking Meter Operations will not be disturbed; and

WHEREAS, at the expiration of the term of the Sublease, if the City has timely honoredall of its obligations under this Master Lease and the Sublease, and made all payments requiredunder the Master Lease and the Sublease, PREF II has agreed with the City that it will terminatethe Sublease and this Master Lease for $1.00 so that the City will be in the same economic andlegal position as before the Lease-Leaseback Transaction occurred; and

WHEREAS, the Sublease is what is known as an Absolute Net Lease, under which PREFII has no financial, operational or other responsibilities whatsoever, and the City is responsiblefor payment of all operating and other expenses of the Parking Meter Operations; and

WHEREAS, the Sublease requires the payment of rent as an obligation of the City to bepaid monthly under any and all circumstances (including damage, destruction or condemnation

of any part of the Parking Meter Operations), without setoff or offset, all as more fully set forthin the Sublease; and

WHEREAS, the rent set forth in the Sublease increases in accordance with a fixedschedule and, provided that no event of default has occurred and is continuing under theSublease, the City shall retain all revenue from the Parking Meter Operations, without sharingsuch revenue with PREF II; and

WHEREAS, the City has agreed that even if the net revenues from the operation of theParking Meter Operations are less than are necessary to cover the rent payable under theSublease, the Citys obligation to make such payments is in no way limited to or by the

availability of such Parking Revenues and the City shall be unconditionally committed to paymake such payments as an obligation of the City; and

WHEREAS, in addition, in order to facilitate the financing by PREF II of the ParkingMeter Operations, PREF II has entered into the Third Party Financing Arrangements,under theterms of which both PREF II and the City may be required to collaterally assign to the Lenderthereunder their respective rights to receive rent and the Gross Receipts and Parking Revenuesfrom the Parking Meter Operations, it being understood that if the City timely pays its rent andother obligations under the Sublease, neither PREF II nor said Lender will have any rights tothose funds, and the Citys possession and control of the Parking Meter Operations will not bedisturbed; and

WHEREAS, PREF II has prepaid the Rent in full for the entire Master Lease Term andhas performed all other obligations required to be performed by PREF II during the Master LeaseTerm, including executing and delivering the Sublease contemporaneously with the executionand delivery of this Master Lease; and

WHEREAS, the City will have no right to terminate or amend this Master Lease withoutthe prior written consent of PREF II, which consent may be granted or withheld in the solediscretion of PREF II; and

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represents and warrants that its exact legal name and state of formation is as set forth in thePreamble to this Master Lease. The City hereby further agrees to file with the appropriate filingofficer or office such security agreements, financing statements, continuation statements or otherinstruments as PREF II may request or require in order to impose, perfect or continue the

perfection of the lien or security interest created hereby. Expenses of retaking, holding,preparing for sale, selling or the like (including, without limitation, PREF IIs reasonableattorneys fees and legal expenses), together with interest thereon, from the date incurred byPREF II until actually paid by the City, will be paid by the City on demand and shall be securedby the UCC Property.

Section 3 Intent of Parties.

The City acknowledges and agrees that the City and PREF II have contemporaneously herewithentered into the Sublease, which is an Absolute Net Lease pursuant to which the City has agreed,among other things, to be solely responsible for operating, maintaining, managing, improving,protecting, securing, repairing and insuring the Parking Meter Operations, and for paying alltaxes, assessments, insurance, utilities and other impositions and charges of every kind andnature whatsoever related to the Parking Meter Operations. Notwithstanding anything to thecontrary contained in this Master Lease or the Other Agreements, nothing in this Master Leaseshall be deemed to derogate from, diminish, affect, modify or nullify the rights, remedies andprivileges granted to PREF II as landlord under the Sublease, and nothing in the Sublease shall be deemed to derogate from, diminish, affect, modify or nullify the rights, remedies andprivileges granted to PREF II as lessee under this Master Lease, it being the intention of theparties hereto that PREF II shall have the benefit of all rights, benefits and privileges granted toor reserved by PREF II under both this Master Lease and the Sublease.

Section 4 Termination by City.

The City hereby acknowledges and agrees that PREF II has fully performed each and everycovenant, promise and other agreement imposed upon PREF II, or which may in the future beimposed upon PREF II, under this Master Lease, including, without limitation, payment inadvance of all Rent for the Master Lease Term. The City further represents and warrants toPREF II that to the best of its knowledge, the Rent is the fair market value for the use of theParking Meter Operations and was agreed to by PREF II and the City on that basis. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THISMASTER LEASE OR THE OTHER AGREEMENTS, EXCEPT FOR THE CITYS EARLYTERMINATION RIGHT, AS SET FORTH BELOW IN ARTICLE III, SECTION 5, THE CITYSHALL HAVE NO RIGHT, UNDER ANY CIRCUMSTANCES, KNOWN OR UNKNOWN,

TO UNILATERALLY TERMINATE, AMEND OR MODIFY THIS MASTER LEASE OR TODISPOSSESS PREF II FROM ITS POSSESSION AND BENEFICIAL OCCUPANCY OF THEPARKING METER OPERATIONS. THE CITY HEREBY ACKNOWLEDGES ANDAGREES THAT THERE EXIST NO CIRCUMSTANCES UNDER WHICH PREF II COULDBE IN BREACH OR DEFAULT OF PREF IIS OBLIGATIONS UNDER THIS MASTERLEASE. THE CITY FURTHER ACKNOWLEDGES AND AGREES THAT A REFUND OFRENT OR PAYMENT OF MONETARY DAMAGES BY THE CITY TO PREF II WOULDBE INSUFFICIENT TO COMPENSATE PREF II FOR THE DAMAGES PREF II WOULD

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SUSTAIN SHOULD THE CITY TERMINATE, AVOID, CANCEL OR REJECT ORATTEMPT TO TERMINATE, AVOID, CANCEL OR REJECT THIS MASTER LEASE ORDISPOSSESS PREF II OF THE PARKING METER OPERATIONS. ACCORDINGLY,EXCEPT FOR THE CITYS EARLY TERMINATION RIGHT, AS SET FORTH BELOW IN

ARTICLE III, SECTION 5, THE CITY HEREBY ABSOLUTELY ANDUNCONDITIONALLY RELINQUISHES AND WAIVES ANY AND ALL RIGHTS TOUNILATERALLY TERMINATE, AVOID, CANCEL OR REJECT THIS MASTER LEASEFOR ANY REASON, WHETHER ON ACCOUNT OF A BREACH OR DEFAULT OF THISMASTER LEASE BY PREF II, THE OCCURRENCE OF ANY EVENT, HAPPENING OROTHER THING, KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, OROTHERWISE. THE CITY ACKNOWLEDGES THAT THE CITY HAS RECEIVEDREASONABLY EQUIVALENT VALUE FROM PREF II FOR ITS PERFORMANCE OF ITSOBLIGATIONS UNDER THIS MASTER LEASE.

Section 5 Early Termination Right.

Notwithstanding the provisions of Article III, Section 4 above, the City shall have theright to terminate this Master Lease in connection with any termination of the Sublease pursuantto Article XXV, Section 2 of the Sublease (the Early Termination Right).

Section 6 Expiration of the Term.

At the expiration of the term of the Sublease, if the City has timely honored all of itsobligations under this Master Lease and the Sublease, and made all payments required under thisMaster Lease and the Sublease, PREF II has agreed with the City that it will terminate theSublease and this Master Lease for $1.00 so that the City will be in the same economic and legalposition as before the Lease-Leaseback Transaction occurred.

ARTICLE IV

TITLE AND CONDITION; REPRESENTATIONS OF THE CITY AND PREF II

Section 1 Condition of Parking Meter Operations.

The Parking Meter Operations are demised and let subject only to all Applicable Regulations.

Section 2 Representations and Warranties of the City.

The representations and warranties of the City contained in this Article IV, Section 2 are beingmade as of the Effective Date to induce PREF II to enter into this Master Lease and consummate

the transactions contemplated herein, and PREF II has relied, and will continue to rely, uponsuch representations and warranties from and after the execution of this Master Lease and theclosing of the Lease-Leaseback Transaction. The City represents and warrants to PREF II asfollows:

(a) The City has delivered to PREF II, at the Citys expense, originals or completeand accurate copies of the Books and Records, an inventory of the Equipment, the IntangibleProperty and all other correspondence, instruments, documents, test results, studies, permits,

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reports, including all records and papers as may be relevant to the operation or sale of theParking Meter Operations, that are in the possession of or reasonably obtainable by the City.

(b) The City is a municipal corporation duly formed, validly existing and in good

standing under the laws of the State of Connecticut.

(c) The Board of Aldermen of the City has (i) duly authorized and approved theexecution and delivery of this Master Lease and the Other Documents and (iii) duly authorized

and approved the performance by the City of its obligations contained in this Master Lease and

the Other Documents. The City has the power and authority to enter into this Master Lease andto do all acts and things and execute and deliver all other documents as are required hereunder

to be done, observed or performed by it in accordance with the terms hereof .

(d) This Master Lease, the Sublease, the Other Documents, and the Lease-LeasebackTransaction have been duly authorized, executed and delivered by the City and constitute validand legally binding obligations of the City, enforceable against the City in accordance with

the terms hereof and thereof, subject only to applicable bankruptcy, insolvency and similarlaws affecting the enforceability of the rights of creditors generally and to general principles of

equity. All rights and security interests granted by the City in and to the Parking MeterOperations hereunder and under the Sublease are valid and binding. The obligation of the Cityto make Rent payments under the Sublease is a valid and enforceable obligation of the City.While the City expects to make Rent payments from Parking Revenues, its obligation to makesuch payments as an obligation of the City is in no way limited to or by the availability of suchParking Revenues and the City shall be unconditionally committed to make such payments. ThePersons who have executed this Master Lease on behalf of the City are duly authorized to do so.

(e) There is no action, suit or proceeding, at law or in equity, or before or by any

Governmental Authority, pending nor, to the best of the Citys knowledge, threatened againstthe City with respect to the Parking Meter Operations. As of the Effective Date , there is no

action, suit or proceeding, at law or in equity, or before or by any Governmental Authority,

pending nor, to the best of the Citys knowledge, threatened against the City which couldmaterially affect the validity or enforceability of this Master Lease .

(f) The consummation of the Lease-Leaseback Transaction (including the operation ofthe Parking Meter Operations in accordance with the terms of the Sublease), and the

performance by the City of the terms, conditions and provisions hereof has not and will not

contravene or violate or result in a breach of (with or without the giving of notice or lapseof time, or both) or acceleration of any material obligations of the City under (i) any

Applicable Regulations or (ii) any agreement, instrument or document to which the City is aparty or by which it is bound.

(g) The City self-manages the Parking Meter Operations and represents and warrantsthat there is no management or operating agreement in effect with respect to the Parking MeterOperations.

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(h) Sufficient public utilities are available to the Parking Meter Operations, ifnecessary, to permit full utilization of the Parking Meter Operations for the Permitted Use.

(i) The City is using each of the Parking Meter Operations solely for the Permitted

Use, and related ingress, egress and parking, and for no other purposes. Such Permitted Usedoes not violate any Applicable Regulation and the Parking Meter Operations comply fully withall Applicable Regulations.

(j) To the Knowledge of the City, no condemnation or eminent domain proceedingsaffecting the Parking Meter Operations have been commenced or are contemplated.

(k) The City has all required licenses and permits, both governmental and private, touse and operate the Parking Meter Operations in the intended manner. There are adequate rightsof access to public roads and ways available to the Parking Meter Operations to permit fullutilization of the Parking Meter Operations for the Permitted Use and all such public roads andways have been completed and dedicated to public use.

(l) The Parking Meter Operations, including the Equipment, are of goodworkmanship and materials, fully equipped and operational, in good condition and repair, freefrom structural defects, clean, orderly and sanitary, safe and well maintained.

(m) To the Knowledge of the City, and except as disclosed in the ExistingEnvironmental Reports:

(i) None of the Parking Meter Operations nor the City are in violation of, orsubject to, any pending or threatened investigation or inquiry by anyGovernmental Authority or to any liability or remedial obligations under

any Environmental Laws, and this representation and warranty wouldcontinue to be true and correct following disclosure to the applicableGovernmental Authorities of all relevant facts, conditions andcircumstances, if any, pertaining to any of the Parking Meter Operations;

(ii) No Hazardous Materials have been used, handled, manufactured,generated, produced, stored, treated, processed, transferred, disposed of orotherwise released in, on, under, from or about any of the Parking MeterOperations, except in Permitted Amounts; and

(iii) There is no past or present non-compliance with Environmental Laws, orwith permits issued pursuant thereto, in connection with any of theParking Meter Operations.

(n) The Parking Meter Operations are, immediately prior to the execution anddelivery of this Master Lease and the Sublease, owned, operated and controlled entirely by theCity, free and clear of all liens and encumbrances.

(o) Neither the City nor the Parking Meter Operations is subject to any commitment,obligation, or agreement, including any right of first refusal, option to purchase or lease granted

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to a third party, that could or would prevent the City from completing or impair the City's abilityto complete the master lease of the Parking Meter Operations under this Agreement and theMaster Lease or that would bind PREF II subsequent to consummation of the transactionscontemplated by this Agreement.

(p) The City acknowledges that PREF II is not affiliated with, and has no businessrelationship with, the City, that PREF II did not prepare or assist in the preparation of any of the projected financial information used by the City in analyzing the economic viability andfeasibility of the transaction contemplated by this Agreement, and that the City has not relied onany report or statement by PREF II in entering into this Agreement. Furthermore, the Cityacknowledges that it has not relied upon, nor may it hereafter rely upon, the analysis undertakenby PREF II in determining the Purchase Price, and such analysis will not be made available tothe City.

(q) Each of the Parking Meter Operations is in compliance with all ApplicableRegulations, and the use of each of the Parking Meter Operations for the Permitted Use does notconstitute a nonconforming use under Applicable Regulations.

(r) The City represents and warrants that it is not entering into this transaction withthe intent to hinder, delay or defraud creditors. The City represents and warrants that it is notinsolvent (as defined in Section 548 of the Bankruptcy Code or any similar law of the State ofConnecticut), that it will not be rendered insolvent as a result of this transaction nor will thistransaction leave the City with an unreasonably small capital. The City represents and warrantsthat it has not incurred, nor does it intend to incur, debts which would be beyond its ability torepay as such debts mature. The City represents that it is receiving reasonable equivalent value,as that phrase is defined in Bankruptcy Code 548 or any similar law of the State of Connecticutin exchange for the rights granted to PREF II herein.

Section 3 Representations and Warranties of PREF II.

The representations and warranties of PREF II contained in this Article IV, Section 3are being made by PREF II as of the Effective Date to induce the City to enter into this MasterLease and consummate the transactions contemplated herein, and the City has relied, and willcontinue to rely, upon such representations and warranties from and after the execution of thisMaster Lease and the closing of the Lease-Leaseback Transaction. PREF II represents andwarrants to the City as follows:

PREF II has been duly formed, is validly existing, and has taken all necessary action to authorize

the execution, delivery and performance by PREF II of this Master Lease and all otherdocuments entered into in connection with the Lease-Leaseback Transaction.

The Person who has executed this Agreement and all other documents entered into in connectionwith the Lease-Leaseback Transaction on behalf of PREF II is duly authorized so to do.

Upon execution by PREF II, this Master Lease and all other documents entered into inconnection with the Lease-Leaseback Transaction will constitute the legal, valid and bindingobligation of PREF II, enforceable against PREF II in accordance with its terms.

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Section 4 Assignment of Intangible Property.

The City hereby assigns to PREF II all Intangible Property. Such assignment shall remain ineffect until the termination of this Master Lease. The City hereby agrees to execute and deliver,

at the Citys expense, such further documents as PREF II may reasonably request in order thatPREF II may have the full benefit of the assignment effected or intended to be effected by thisArticle IV, Section 4. Upon the termination of this Master Lease, the Intangible Property shallautomatically revert to the City. The foregoing provision of reversion shall be self-operative andno further instrument of reassignment shall be required. In confirmation of such reassignment,PREF II shall execute and deliver promptly any certificate or other instrument which the Citymay reasonably request.

Section 5 Transfer of Books and Records, Equipment.

On the Effective Date, the City shall transfer possession of the Books and Records andEquipment to PREF II, to the extent not already in the possession of PREF II.

ARTICLE V

TRANSACTION CHARACTERIZATION

Section 1 Master Lease Transaction.

PREF II and the City intend that this Master Lease constitutes a single master lease of all, butnot less than all, of the Parking Meter Operations and that PREF II and the City have executedand delivered this Master Lease with the understanding that this Master Lease constitutes aunitary, unseverable instrument pertaining to all, but not less than all, of the Parking MeterOperations, and that neither this Master Lease nor the duties, obligations or rights of PREF II

may be allocated or otherwise divided among the Parking Meter Operations by PREF II. It is theintent of the parties hereto that the business relationship created by the Master Lease and anyrelated documents is solely that of a long-term commercial lease between the City and PREF IIand has been entered into by both parties in reliance upon the economic and legal bargainscontained herein.

Section 2 Fair Market Rental.

The City represents and warrants to PREF II that to the best of its knowledge, the rent payableunder this Master Lease is the fair market value for the use of the Parking Meter Operations andwas agreed to by PREF II and the City on that basis.

Section 3 No Partnership or Joint Venture.

None of the agreements contained herein, is intended, nor shall the same be deemed orconstrued, to create a partnership between PREF II and the City, to make them joint venturers, tomake the City an agent, legal representative, partner, subsidiary or employee of PREF II, nor tomake PREF II in any way responsible for the debts, obligations or losses of the City. The Citywill support the intent of the parties that this Master Lease is a lease (except for taxation

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purposes) and does not create a partnership or joint venture or the like, if, and to the extent that,any challenge occurs.

Section 4 Financial Accommodation.

This Agreement is a contract to extend a financial accommodation (as such term is usedin the Bankruptcy Code) for the benefit of the City and may not be assumed over the objection ofPREF II in the event the City becomes a debtor or debtor in possession in any insolvencyproceeding. The financial accommodation made through this Agreement is PREF II's masterleasing of the Parking Meter Operations for the purpose of leasing the Parking Meter Operationsto the City pursuant to the Sublease, which is a true lease.

Section 5 Material Inducement.

The expressions of intent, the waivers, the representations and warranties, the covenants, theagreements and the stipulations set forth in this Article V are a material inducement to PREF II

to enter into this Master Lease.

ARTICLE VI

BASIC LEASE TERMS

Section 1 Lease Term.

The term of this Master Lease for all of the Parking Meter Operations shall commence as of theEffective Date and shall expire on ____________, 2035 [25 years], unless terminated sooner asprovided in this Master Lease. The time period during which this Master Lease shall actually bein effect, including any extensions provided for herein, including the Extension Term, if

applicable, is referred to herein as the Master Lease Term. Notwithstanding anything to thecontrary herein, following an Event of Default by the City under the Sublease, PREF II shallhave the right, with the prior written consent of the Lender, to extend the Master Lease Term (theExtension Option) for such additional period as may be required by PREF II or the Lender forthe City to pay the unamortized portion of principal and the interest component payable as BaseRent, as scheduled under Exhibit B of the Sublease (whether or not the Sublease is or remains ineffect), including the amount of Base Rent in default at the Default Rate, not to exceed twenty-five (25) years, as designated by PREF II or the Lender in their sole discretion (the ExtensionTerm). Alternatively, following an Event of Default by the City under the Sublease, PREF IIshall have the right, with the prior written consent of the Lender, to declare the full Make WholeAmount as calculated under Exhibit G of the Sublease due and payable. The City acknowledges

and agrees that the Extension Option shall be fully assignable to PREF IIs Lender at any time onor after the Effective Date in connection with any Third Party Financing Arrangement and thatPREF IIs Lender shall have the unilateral right to exercise the Extension Option.

Section 2 Rent.

The City acknowledges and agrees that PREF II has paid in full all Rent which may be due andowing throughout the Master Lease Term by paying in advance the sum of Fifty Million and

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No/100 Dollars ($50,000,000) (Rent) for the entire Master Lease Term and that no furtherpayments of any kind are required to be paid to the City for rent, additional rent or other charges.

Section 3 Gross Lease.

(a) The parties agree that Rent payable hereunder constitutes the only monetary orother consideration to be paid by PREF II in consideration of this Master Lease. PREF II shallhave no other monetary or other obligation of any kind whatsoever for any costs, expenses orobligations of any kind and or whatsoever relating to the Parking Meter Operations, includingfinancial obligations for Operating Expenses or Capital Improvements, which shall be theexclusive obligation of the City and payable and paid by the City alone. The intention of theparties is that this Master Lease be a Gross Lease. All of the Citys costs of the Lease-LeasebackTransaction will be borne by the City, including the fees of the Citys attorneys and financialadvisors, and all of PREF IIs costs of the Lease-Leaseback Transaction will be borne by PREFII, including the attorneys fees of PREF II. All personal property (if assessed) and other chargesrelating to the Parking Meter Revenue which are due and payable on or prior to the execution ofthis Master Lease will be paid by the City at or prior to execution.

(b) The City agrees that it shall remain obligated under this Master Lease inaccordance with its provisions and that, except as otherwise expressly provided herein, it shallnot take any action to terminate, amend, modify, rescind or avoid this Master Lease,notwithstanding: (i) the bankruptcy, insolvency, reorganization, composition, readjustment,liquidation, dissolution, winding-up or other proceeding affecting PREF II; (ii) the exercise ofany remedy under the Third Party Financing Arrangements; or (iii) any action with respect tothis Master Lease (including the disaffirmance hereof) which may be taken by PREF II under theBankruptcy Code or by any trustee, receiver or liquidator of PREF II or by any court under theBankruptcy Code or otherwise.

(c) This Master Lease is the absolute and unconditional obligation of the City. TheCity waives all rights which are not expressly stated in this Master Lease but which may now orhereafter otherwise be conferred by law: (i) to terminate, amend, modify, or require a surrenderof this Master Lease or any of the Parking Meter Operations; (ii) to Claim, demand or receiveany monetary payment other than Rent (the receipt of Rent in full for the Master Lease Termbeing hereby acknowledged by the City); and (iii) for any statutory lien or offset right againstPREF II or its property.

(d) Anything to the contrary notwithstanding, without limiting the generality of theforegoing, the City acknowledges that PREF II has absolutely no obligation to perform any

services or pay any funds, directly or indirectly, by reason of this Master Lease or any OtherAgreements.

ARTICLE VII

TAXES AND ASSESSMENTS

The provisions of Article IX Taxes and Assessments of the Sublease and the definedterms used therein are incorporated herein by reference as if fully set forth herein in their entirety

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and shall govern throughout the Master Lease Term regardless of whether the Sublease is ineffect; provided, however, that if the Sublease is no longer in effect, the term Sublease in suchprovision shall be deemed to be this Master Lease and the term Sublease Term shall bedeemed to be the Master Lease Term.

ARTICLE VIII

UTILITIES

The provisions of Article X Utilities of the Sublease and the defined terms used thereinare incorporated herein by reference as if fully set forth herein in their entirety and shall governthroughout the Master Lease Term regardless of whether the Sublease is in effect; provided,however, that if the Sublease is no longer in effect, the term Sublease in such provision shallbe deemed to be this Master Lease and the term Sublease Term shall be deemed to be theMaster Lease Term.

ARTICLE IX

INSURANCE

The provisions of Article XI Insurance of the Sublease and the defined terms usedtherein are incorporated herein by reference as if fully set forth herein in their entirety and shallgovern throughout the Master Lease Term regardless of whether the Sublease is in effect;provided, however, that if the Sublease is no longer in effect, the term Sublease in suchprovision shall be deemed to be this Master Lease and the term Sublease Term shall bedeemed to be the Master Lease Term.

ARTICLE X

USE OF PARKING METER OPERATIONS

Section 1 Use.

The Parking Meter Operations may be used for any Permitted Use as PREF II in its solediscretion may from time to time determine. The City agrees that it shall not take or permit anyaction that would change or have the effect of changing what is presently a lawful use of theParking Meter Operations under Applicable Regulations, unless consented to by PREF II inPREF IIs sole and absolute discretion.

Section 2 Use of Parking Meter Operations.

The provisions of Article XIII Use of Parking Meter Operations of the Sublease and thedefined terms used therein are incorporated herein by reference as if fully set forth herein in theirentirety and shall govern throughout the Master Lease Term regardless of whether the Subleaseis in effect; provided, however, that if the Sublease is no longer in effect, the term Sublease insuch provision shall be deemed to be this Master Lease and the term Sublease Term shall bedeemed to be the Master Lease Term. Any Alteration (as such term is defined in the Sublease)or replacement of any portion of the Parking Meter Operations shall automatically be deemed apart of the Parking Meter Operations and included in the estate granted to PREF II herein, andthe City will comply with Article XIII, Section 5 Alterations and Replacements Automatically

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Part of Parking Meter Operations of the Sublease in connection with any such Alteration orreplacement.

ARTICLE XI

MAINTENANCE

INTENTIONALLY DELETED

ARTICLE XII

ALTERATIONS


ARTICLE XIII

INDEMNIFICATION


ARTICLE XIV

QUIET ENJOYMENT

PREF II shall quietly have and enjoy the Parking Meter Operations during the MasterLease Term without hindrance or molestation by anyone.

ARTICLE XV

CONDEMNATION AND DESTRUCTION

The provisions of Article XVIII Condemnation and Destruction of the Sublease and the

defined terms used therein are incorporated herein by reference as if fully set forth herein in theirentirety and shall govern throughout the Master Lease Term regardless of whether the Subleaseis in effect; provided, however, that if the Sublease is no longer in effect, the term Sublease insuch provision shall be deemed to be this Master Lease and the term Sublease Term shall bedeemed to be the Master Lease Term.

ARTICLE XVI

DEFAULTS

Section 1 Default by City. The provisions of Article XX Defaults of the Subleaseand the defined terms used therein are incorporated herein by reference as if fully set forth herein

in their entirety and shall govern throughout the Master Lease Term regardless of whether theSublease is in effect; provided, however, that if the Sublease is no longer in effect, the termSublease in such provision shall be deemed to be this Master Lease and the term SubleaseTerm shall be deemed to be the Master Lease Term.

Section 2 Default by PREF II.

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(a) Notwithstanding anything contrary in this Master Lease, PREF II may at any timein its sole discretion, and without the necessity of obtaining the Citys consent or approval, enterinto one or more Third Party Financing Arrangements. The City shall execute and deliver suchconsents, non-disturbance agreements, estoppel certificates, agreements and other instruments as

PREF II may request in favor of PREF II and/or the Lender under any Third Party FinancingArrangement, for the purpose of assisting PREF II in the Third Party Financing Arrangements(collectively, Finance Documents).

(b) Subject, however, to Article XVI, Section 2 Default by PREF II, in the event ofan Alleged PREF II Default under this Master Lease, the City shall give written notice thereof toany Lender under a Third Party Financing Arrangement of which the City has notice, and theCity shall take no action to terminate this Master Lease, or to interfere with the occupancy, useor enjoyment of the Parking Meter Operations, or to affect any of the provisions of this MasterLease, provided that if such Alleged PREF II Default is an Alleged PREF II Default in observingor performing any covenant or condition to be observed or performed by PREF II hereunder, andsuch Alleged PREF II Default can be cured by the Lender under said Third Party FinancingArrangement, then such Lender remedies such Alleged PREF II Default within 60 days afterreceipt of such notice, provided, however that, in the case of an Alleged PREF II Default thatcannot with diligence be cured, or the curing of which cannot be commenced, within such 60days, such Lender shall have such additional period as may be necessary to cure such AllegedPREF II Default with diligence and continuity.

(c) If any Lender under a Third Party Financing Arrangement or a Person designatedby such Lender either becomes the owner of the interest of PREF II hereunder upon the exerciseof any remedy provided for in the Third Party Financing Arrangement, or enters into a new leasewith the City as provided in Article XVII, Section 2(d), such Lender or such Person shall havethe right to assign to any Person such interest or such new lease subject to the provisions of

Article XX- Assignment and Subletting as would apply had PREF II been making theassignment.

(d) If this Master Lease terminates for any reason or is rejected or disaffirmedpursuant to bankruptcy law or other law affecting creditors rights, any Lender or a Persondesignated by such Lender shall have the right, exercisable by notice to the City, within 30 daysafter the effective date of such termination, to enter into a new lease of the Parking MeterOperations with the City within such 30-day period. The term of said new lease shall begin onthe date of the termination of this Master Lease and shall continue for the remainder of theMaster Lease Term. Such new lease shall otherwise contain the same terms and conditions asthose set forth herein, except for requirements and conditions that are no longer applicable or

have already been performed, provided that such Lender shall have cured all defaults on the partof PREF II hereunder that are susceptible of being cured by the payment of money. Theprovisions of this Article XVII, Section 2 shall survive the termination of this Master Lease andshall continue in full force and effect thereafter to the same extent as if this Article XVII, Section2 was a separate and independent contract among the City, PREF II and such Lender. From thedate on which any Lender under a Third Party Financing Arrangement serves upon the City thenotice of the exercise of its right to a new lease, such Lender may use and enjoy the ParkingMeter Operations without hindrance by the City.

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(e) No Lender under a Third Party Financing Arrangement shall become personallyliable for the performance or observation of any covenants or conditions to be performed orobserved by PREF II unless and until such Lender becomes the owner of PREF IIs interesthereunder upon the exercise of any remedy provided for in any Third Party Financing

Arrangement or enters into a new lease with the City pursuant to this Article XVII, Section 2.Thereafter, such Lender shall be liable for: (i) the performance and observance of such covenantsand conditions only so long as such Lender owns such interest or is the lessee under such newlease, and (ii) any defaults by such Lender occurring during the period it owned such interest orwas the lessee under such new lease.

(f) So long as any Third Party Financing Arrangement is outstanding, neither theCity nor PREF II shall terminate, amend, modify or exclude any of the Parking Meter Operationsfrom this Master Lease without Lenders prior written consent. Any such termination,amendment, modification or exclusion without Lenders prior written consent shall not bebinding upon PREF II, its successors or assigns.

(g) The City hereby consents to, and agrees that any Third Party FinancingArrangement may contain provisions for the following rights and remedies (among others) to beavailable to Lender upon the default: (i) the appointment of a receiver pursuant to Article XX,Section 2(d) of the Sublease; (ii) the right of Lender or the receiver appointed under clause (i)above to take possession and control of the Gross Receipts and to collect the revenues, issues andprofits from the Parking Meter Operations and any other income generated by the Parking MeterOperations or the operation thereof and to cure any default under the Third Party FinancingArrangement.

(h) Except in connection with the Early Termination Right set forth in Article III,Section 5 Early Termination Right, without the written consent of Lender, the City agrees not

to accept a cancellation or voluntary surrender of the Master Lease or to amend or modify theMaster Lease at any time while any Third Party Financing Arrangement shall remainoutstanding; and any such attempted cancellation, surrender or modification of the Master Leasewithout the written consent of Lender shall be null and void and of no force or effect.

(i) Notwithstanding anything stated to the contrary in the Master Lease, thefollowing transfers shall be permitted and shall not require the approval or consent of the City:(i) a transfer or assignment of the right, title and interest of PREF II in and to this Master Leaseand the Parking Meter Operations created hereby in connection with the exercise by Lender of itsremedies under any Third Party Financing Arrangement, and (ii) any subsequent transfer byLender or its nominee or designee if Lender, or such nominee or designee, is the initial transferee

or assignee.

ARTICLE XVIII

ESTOPPEL CERTIFICATES

At any time, and from time to time, the City shall, promptly and in no event later than 15days after a request from PREF II or any Lender under a Third Party Financing Arrangement,execute, acknowledge and deliver to PREF II or such Lender a certificate in the form supplied by

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PREF II, such Lender or any present or proposed Lender or purchaser designated by PREF II,certifying: (a) that this Master Lease is in full force and effect and has not been modified (or ifmodified, setting forth all modifications), or, if this Master Lease is not in full force and effect,the certificate shall so specify the reasons therefor; (b) the commencement and expiration dates

of the Master Lease Term, including the terms of any extension options; (c) the date to whichRent has been paid under this Master Lease and the amount thereof then payable; (d) whetherthere are then any existing defaults by PREF II in the performance of its obligations under thisMaster Lease, and, if there are any such defaults, specifying the nature and extent thereof; (e)that no notice has been received by the City of any default under this Master Lease which has notbeen cured, except as to defaults specified in the certificate; (f) the capacity of the personexecuting such certificate, and that such person is duly authorized to execute the same on behalfof the City; and (g) any other information reasonably requested by PREF II, any Lender under aThird Party Financing Arrangement or such present or proposed Lender or purchaser.

ARTICLE XIX

ASSIGNMENT AND SUBLETTING

PREF II shall have the right, to be exercised in PREF IIs sole discretion and without thenecessity of obtaining the consent or approval of the City, but subject to the terms of ArticleXXIII of the Sublease, to assign or otherwise convey its right, title and interest as the tenantunder this Master Lease.

ARTICLE XX

PARKING METER OPERATION SUBSTITUTION

In the event that the City shall from time to time substitute portions of the Parking MeterOperations pursuant to Article XXIV of the Sublease, then contemporaneously with such

substitution under the Sublease, PREF II and the City shall enter into an amendment to thisMaster Lease evidencing such substitution.

ARTICLE XXI

HOLDING OVER


ARTICLE XXII

FORCE MAJEURE

Any prevention, delay or stoppage due to strikes, lockouts, acts of God, enemy or hostilegovernmental action, civil commotion, fire or other casualty beyond the control of the partyobligated to perform shall excuse the performance by such party for a period equal to any suchprevention, delay or stoppage, except the obligations imposed with regard to rental and othermonies to be paid by PREF II pursuant to this Master Lease and any indemnification obligationsimposed upon PREF II under this Master Lease.

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ARTICLE XXIII

CONSENT OF PREF II

Unless specified otherwise herein, PREF IIs consent to any request of the City may be

conditioned or withheld in PREF IIs sole discretion. PREF II shall have no liability fordamages resulting from PREF IIs failure to give any consent, approval or instruction reserved toPREF II, the Citys sole remedy in any such event being an action for injunctive relief. It isunderstood and agreed that to the extent PREF II is required to obtain the consent, approval,agreement or waiver of any Lender under a Third Party Financing Arrangement with respect to amatter for which PREF IIs approval has been requested under this Master Lease, PREF II shallin no event be deemed to have unreasonably withheld its consent, approval, agreement or waiverthereof if such Lender shall not have given its approval if required.

ARTICLE XXIV

MISCELLANEOUS PROVISIONS

Section 1 Recitals.

The Recitals and all Exhibits to this Master Lease are hereby incorporated into this Master Leaseas if rewritten in their entirety.

Section 2 Notices.

All notices, consents, approvals or other instruments required or permitted to be given by eitherparty pursuant to this Master Lease shall be in writing and given by: (a) hand delivery; (b)facsimile; (c) express overnight delivery service; or (d) certified or registered mail, return receiptrequested, and shall be deemed to have been delivered upon: (i) receipt, if hand delivered; (ii)

transmission, if delivered by facsimile; (iii) the next Business Day, if delivered by expressovernight delivery service; or (iv) the third Business Day following the day of deposit of suchnotice with the United States Postal Service, if sent by certified or registered mail, return receiptrequested. Notices shall be provided to the parties and addresses (or facsimile numbers, asapplicable) specified below:

If to the City: ____________________________ _____________________________Attention:Telephone:Facsimile:

Email: __________________

With a copy to: ____________________________ ____________________________Attention:Telephone:Facsimile:

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agreement, instrument or statute defined or referred to herein or in any agreement or instrumentthat is referred to herein means such, instrument or statute as from time to time, amended,qualified, or supplemented, including, in the case of agreements and instruments, by waiver orconsent and, in the case of statutes, by succession of comparable successor statutes and all

attachments thereto and instruments incorporated therein. References to a Person or to an Entityare also to its permitted successors and assigns.

Section 5 Numbers and Gender.

All of the terms and words used in this Master Lease, regardless of the number and gender inwhich they are used, will be deemed and construed to include any other number (singular orplural) and any other gender (masculine, feminine or neuter) as the context or sense of thisMaster Lease or any paragraph or clause herein may require, the same as if such words had beenfully and properly written in such number and gender.

Section 6 PREF II 's Liability; the Citys Liability.

Notwithstanding anything to the contrary provided in this Master Lease, it is specificallyunderstood and agreed, such agreement being a primary consideration for the execution of thisMaster Lease by PREF II, that: (a) there shall be absolutely no personal liability on the part ofPREF II or its successors, assigns, or Affiliates, or on the part of the trustees, members, partners,shareholders, officers, directors, employees and agents of PREF II or their successors, assigns, orAffiliates, to the City with respect to any of the terms, covenants and conditions of this MasterLease; (b) the City waives all Claims, demands and causes of action against PREF IIs trustees,members, partners, shareholders, officers, directors, employees and agents in the event of anybreach by PREF II of any of the terms, covenants and conditions of this Master Lease to beperformed by PREF II; and (c) if the City shall recover a money judgment against PREF II, such

judgment shall be satisfied only out of the proceeds received at a judicial sale of the uponexecution and levy against the right, title and interest of PREF II in the Parking MeterOperations. Notwithstanding anything to the contrary provided in this Master Lease, but withoutlimiting any obligation of the City under the Master Lease, it is specifically understood andagreed, such agreement being a primary consideration for the execution of this Master Lease bythe City, that: (i) there shall be absolutely no personal liability on the part of the City or itssuccessors, assigns, or Affiliates, or on the part of the trustees, members, partners, shareholders,officers, directors, employees and agents of the City or their successors, assigns, or Affiliates,including the Mayor, Board of Aldermen or Department Directors, with respect to any of theterms, covenants and conditions of this the Master Lease; (ii) PREF II waives all Claims,demands and causes of action against the Citys trustees, members, partners, shareholders,

officers, directors, employees and agents, including the Mayor, Board of Aldermen orDepartment Directors, in the event of any breach by the City of any of the terms, covenants andconditions of this Master Lease to be performed by the City; and (iii) PREF II will look solely tothe assets of the City for the satisfaction of each and every remedy of PREF II in the event of anybreach by the City of any of the terms, covenants and conditions of this Master Lease to beperformed by the City, such exculpation of liability to be absolute and without any exceptionwhatsoever.

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Section 12 Entire Agreement.

This Master Lease and its Exhibits, the Other Agreements, including the Sublease, and any otherinstruments or agreements referred to herein constitute the entire agreement between the parties

with respect to the subject matter hereof, and there are no other representations, warranties oragreements except as herein provided. Without limiting the foregoing, the City specificallyacknowledges that neither PREF II nor any agent, officer, employee or representative of PREF IIhas made any representation or warranty regarding the projected profitability of the business tobe conducted on the Parking Meter Operations. Furthermore, the City acknowledges that PREFII did not prepare or assist in the preparation of any of the projected figures used by the City inanalyzing the economic viability and feasibility of the business to be conducted by the City at theParking Meter Operations.

Section 13 Forum Selection; Jurisdiction; Venue; Choice of Law.

The City acknowledges that this Master Lease was substantially negotiated in the State of

Connecticut. For purposes of any action or proceeding arising out of this Master Lease, theparties hereto expressly submit to the jurisdiction of all federal and state courts located in theState of Connecticut and the parties consent that they may be served with any process or paper by registered mail or by personal service within or without the State of Connecticut inaccordance with applicable law. Furthermore, the parties waive and agree not to assert in anysuch action, suit or proceeding that they are not personally subject to the jurisdiction of suchcourts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of theaction, suit or proceeding is improper. This Master Lease shall be governed by and construed inaccordance with the internal laws of the State of Connecticut, without regard to principles ofconflicts of law.

Section 14 Counterparts.

This Master Lease may be executed in several counterparts, each of which will be deemed to bean original but all of which together will constitute one and the same instrument. This MasterLease may be executed and exchanged by facsimile transmission, with the same legal effect as ifthe signatures had appeared in original handwriting on the same physical document. At therequest of any party hereto or to any such agreement or instrument, each other party hereto orthereto will re-execute original forms thereof and deliver them to all other parties. No party willraise the transmission or delivery of a signature to this Master Lease by facsimile machine onlyas a defense to the formation of a contract, and each such party hereto forever waives any suchdefense.

Section 15 Binding Effect.

Subject to the provisions of Article XX Assignment and Subletting, this Master Lease shall bebinding upon and inure to the benefit of the City and PREF II and their respective successors andpermitted assigns, including any United States trustee, any debtor-in-possession or any trusteeappointed from a private panel.

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Section 16 Waiver of Jury Trial and Punitive, Consequential, Special and IndirectDamages.

PREF II AND THE CITY HEREBY KNOWINGLY, VOLUNTARILY AND

INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURYWITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIESHERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANYMATTER ARISING OUT OF OR IN CONNECTION WITH THIS MASTER LEASE, THERELATIONSHIP OF PREF II AND THE CITY, THE CITYS USE OR OCCUPANCY OFANY OF THE PARKING METER OPERATIONS, AND/OR ANY CLAIM FOR INJURY ORDAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THEPARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HASBEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.FURTHERMORE, THE CITY AND PREF II HEREBY KNOWINGLY, VOLUNTARILYAND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO SEEK PUNITIVE,CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER ANDANY OF THE OTHERS AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES ORANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTEDIN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHERPARTY AGAINST THE OTHER OR ANY OF THE OTHERS AFFILIATES, OFFICERS,DIRECTORS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TOANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS MASTER LEASEOR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THEWAIVER BY THE CITY AND PREF II OF ANY RIGHT THEY MAY HAVE TO SEEKPUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEENNEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIRBARGAIN.

Section 17 Time of the Essence.

Time is of the essence with respect to each and every provision of this Master Lease in whichtime is a factor.

Section 18 No Merger.

The voluntary or other surrender of this Master Lease by the City, or a mutual cancellationthereof, shall not result in a merger of PREF IIs and the Citys estates, and shall, at the option of

PREF II, either terminate any or all existing subleases or subtenancies, or operate as anassignment to PREF II of any or all of such subleases or subtenancies.

Section 19 No Contractual Rights.

No contractual or other rights shall exist between PREF II and the City with respect to theParking Meter Operations until both have executed and delivered this Master Lease,notwithstanding that deposits may have been received by PREF II and notwithstanding that

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PREF II may have delivered to the City an unexecuted copy of this Master Lease. Thesubmission of this Master Lease to the City shall be for examination purposes only, and does notand shall not constitute a reservation of or an option for the City to lease or otherwise create anyinterest on the part of the City in the Parking Meter Operations.

Section 20 No Real Estate Commissions.

PREF II and the City represent and warrant to each other that they have had no conversation ornegotiations with any broker concerning the leasing of the Parking Meter Operations. Each ofPREF II and the City agrees to protect, indemnify, save and keep harmless the other, against andfrom all liabilities, Claims, losses, costs, damages and expenses, including attorneys fees,arising out of, resulting from or in connection with their breach of the foregoing warranty andrepresentation.

Section 21 Document Review.

In the event the City makes any request upon PREF II requiring PREF II or the attorneys ofPREF II to review and/or prepare (or cause to be reviewed and/or prepared) any documents,plans, specifications or other submissions in connection with or arising out of this Master Lease,then the City shall: (a) reimburse PREF II upon demand therefor for all out-of-pocket costs andexpenses incurred by PREF II in connection with such review and/or preparation, includingreasonable attorneys fees; and (b) pay PREF II a reasonable processing and review fee.

ARTICLE XXV

NO MERGER OF LEASEHOLD AND SUBLEASEHOLD ESTATES

There shall be no merger of this Master Lease or the leasehold estate created thereby with

the Sublease or the subleasehold estate created thereby, by reason of the fact: (a) the lessor underthis Master Lease is also the lessee under the Sublease, (b) the lessee under this Master Lease isalso the lessor under the Sublease, or (c) the Parking Meter Operations demised by this MasterLease are one and the same as the Parking Meter Operations demised by the Sublease.Furthermore, the voluntary or other surrender of the Sublease by the City to PREF II, or a mutualcancellation thereof, shall not result in a merger of PREF IIs and the Citys respective estates.No merger shall occur unless and until all persons at the time having any interest in the leaseholdestate created hereby (including the Lender under any Third Party Financing Arrangement) andall persons having any interest in subleasehold estate created by the Sublease shall join in awritten instrument effecting such merger.

[NO FURTHER TEXT ON THIS PAGE]

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STATE OF OHIO )) ss:

COUNTY OF CUYAHOGA )

BEFORE ME, a Notary Public in and for said County and State, did personally appear_____________________, the ______________________ of THE PARKING REAL ESTATEFUND II, LP, who acknowledged to me that he did sign the foregoing instrument and that thesame is his free act and deed personally and as such _____________________.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this ______day of _______________, 2010.

_______________________________Notary Public

STATE OF ___________ )) ss:

COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State, did personally appearJohn DeStefano, Jr., the Mayor of the CITY OF NEW HAVEN, who acknowledged to me thathe did sign the foregoing instrument and that the same is his free act and deed personally and assuch Mayor.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this ______day of _______________, 2010.

_______________________________Notary Public

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EXHIBIT A

DESCRIPTION OF PARKING METER OPERATIONS

No less than 2,700 on-street Metered Parking Spaces and Metering Devices in DowntownNew Haven, the medical district(s) and at Union Station, in the locations shown in Exhibit A-1attached hereto and as listed in Exhibit A2 attached hereto (collectively, the Existing ParkingMeter Operations)

Exhibit A-1

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EXHIBIT B

FORM OF SUBLEASE

(see attached)

Exhibit C-1

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EXHIBIT C

DEFINITIONS

The following terms shall have the following meanings for all purposes of this Master Lease:

(a) Absolute Net Lease has the meaning set forth in the Sublease.

(b) ADA means the Americans with Disabilities Act of 2000, 42 U.S.C. 12101et seq., as amended

(c) Affiliate shall have the meaning set forth in the Sublease.

(d) Alleged PREF II Default has the meaning set forth in Article XVI, Section 2 Default by PREF II.

(e) Alterations means any alterations, additions, or Capital Improvements to any ofthe Parking Meter Operations.

(f) Applicable Regulations means all applicable laws, statutes, regulations, rules,ordinances, codes, licenses, permits, orders and approvals of each Governmental Authorityhaving jurisdiction over any of the Parking Meter Operations, including all Environmental Lawsand all health, building, fire, safety and other codes, ordinances and requirements, all applicablestandards of the National Board of Fire Underwriters and the ADA and all policies or rules ofcommon law, all Environmental Laws, and any judicial or administrative interpretation thereof,including any judicial order, consent, decree or judgment applicable to the City, in each case, ascurrently in effect and as amended from time to time.

(g) Bankruptcy Code means the United States Bankruptcy Code, 11 U.S.C. 101et seq., as amended.

(h) Books and Records means all files, documents, instruments, papers, books andrecords necessary to operate the Parking Meter Operations, together with all financial andoperating reports, materials, tax records, and other similar documents relating to the ParkingMeter Operations, including, without limitation: (i) financial statements for the last three (3)years, certified by the chief financial officer of the City and either (x) audited by a certifiedpublic accountant or (y) reviewed by a certificated public accountant; (ii) the current budget andyear-to-date financial statements; and (iii) annual, monthly and daily parker rolls, monthlyparking reports, rental statements, history of parking rates and such other operating data as may

be relevant. .

(i) Business Day means a weekday, Monday through Friday, except a legal holidayor a day on which banking institutions in Cleveland, Ohio and/or City of New Haven,Connecticut are authorized by law to be closed.

(j) Capital Improvement means any replacement, improvement or capital repairmade or to be made to the Parking Meter Operations.

Exhibit C-1

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(k) Casualty means any damage to or destruction of any of the Parking MeterOperations or any part thereof by fire, the elements or any other casualty.

(l) City has the meaning set forth in the Preamble.

(m) Claim means any claim, damage, demand, order, cost, liability, cause of action,expense or liability, including attorneys fees.

(n) Default Rate means the lesser of: (i) the highest rate for which the undersignedmay legally contract; or (ii) the rate of [no greater than twelve percent (12%)] per annum.

(o) Effective Date has the meaning set forth in the Preamble.

(p) Entity means any Person that is not a natural person.

(q) Environmental Laws means any present and future federal, state and local laws,

statutes, ordinances, rules, regulations, orders, injunctions and decrees of GovernmentalAuthorities and common law, relating to Hazardous Materials and/or the protection of humanhealth or the environment by reason of a release or a threatened release of Hazardous Materialsor relating to liability for or costs of remediation or prevention of releases.

(r) Equipment means all parking meters, parking meter pay stations, machinery,fixtures, materials, equipment, parts, supplies, accessories, tools, maintenance equipment, keys,locks, security devices, and other items of personal property used in connection with theoperation, management, repair and/or replacement of the Parking Meter Operations.

(s) Event of Default has the meaning set forth in Article XVI, Section 1 Defaultby City.

(t) Gross Lease means a lease under which the landlord is responsible for payingall property expenses including, without limiting the generality of the foregoing, all OperatingExpenses, the cost of all Capital Improvements and any costs of complying with any ApplicableRegulations, and the tenants sole obligation is to pay an agreed-upon rent as and when due.

(u) Gross Receipts has the meaning set forth in the Sublease.

(v) Hazardous Materials means: (i) any toxic substance or hazardous waste,substance, solid waste or related material, or any pollutant or contaminant; (ii) radon gas,asbestos in any form which is or could become friable, urea formaldehyde foam insulation,

transformers or other equipment containing dielectric fluid having levels of polychlorinatedbiphenyls in excess of applicable standards established by any Governmental Authority, or anypetroleum product or additive; (iii) any substance, gas, material or chemical which is now orhereafter defined as or included in the definition of hazardous substances, toxic substances,hazardous materials, hazardous wastes, regulated substances or words of similar importunder any Environmental Laws; and (iv) any other chemical, material, gas or substance theexposure to or release of which is prohibited, limited or regulated by any GovernmentalAuthority that asserts or may assert jurisdiction over any of the Parking Meter Operations or the

{BEG\K0506598.1} 2


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operations or activity at any of the Parking Meter Operations, and any chemical, material, gas orsubstance that does or is reasonably likely to pose a hazard to the health and/or safety of theoccupants of any of the Parking Meter Operations or the owners and/or occupants of propertyadjacent to or surrounding the any of Parking Meter Operations.

(w) Includes, includes, Including or including or words of similar importshall be deemed to mean includes, without limitation or including, without limitation, asapplicable.

(x) Insolvency Action has the meaning set forth in Article XVI, Section 1 Defaultby City.

(y) Intangible Property means all service or maintenance contracts and othercontracts, agreements, licenses, permits, warranties and any other intangible property or interestassociated with or useful in the operation of the Parking Meter Operations, including anyIntellectual Property concerning the operation of the Parking Meter Operations, but only to the

extent the same is the property of the City, or any other franchise or other rights necessary tooperate the Parking Meter Operations, the Other Agreements, and any websites, domain names,fax numbers, and phone numbers (including toll-free numbers).

(z) Intellectual Property means all patents and patent rights, trademarks andtrademark rights, trade names and trade name rights, service marks and service mark rights,service names and service name rights, brand names, inventions, processes, formulae, copyrightsand copyright rights, trade dress, business and product names, logos, slogans, trade secrets,industrial models, processes, designs, methodologies, computer programs (including all sourcecodes) and related documentation, computer hardware and software, technical information,manufacturing, engineering and technical drawings, know-how and all pending applications for

and registrations of patents, trademarks, service marks and copyrights association with theParking Meter Operations.

(aa) Knowledge of the City means the actual knowledge of the Officers, Directorsand/or key personnel of the City and the Mayor, Board of Aldermen and/of DepartmentDirectors of the City, after reasonable investigation and due diligence.

(bb) Lease-Leaseback Transaction has the meaning set forth in the Preamble.

(cc) Lender has the meaning set forth in the Sublease.

(dd) Master Lease has the meaning set forth in the Preamble.

(ee) Master Lease Term has the meaning described in Article VI, Section 1 LeaseTerm.

(ff) Metered Parking Spaces has the meaning set forth in the Sublease.

(gg) Metering Devices has the meaning set forth in the Sublease.

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(hh) Notice of Alleged PREF II Default has the meaning set forth in Article XVI,Section 2 Default by PREF II.

(ii) Operating Expenses has the meaning set forth in the Sublease.

(jj) Other Agreements means, collectively, all agreements and instruments now orhereafter entered into between, among or by (i) the City and/or any Affiliate of the City, and, orfor the benefit of, (ii) any of PREF II Related Parties, including, without limitation, the Sublease;provided, however, the term Other Agreements will not include this Master Lease.

(kk) Parking Meter Operations means, collectively: (1) the Existing Parking MeterOperations, as defined in Exhibit A attached hereto, as supplemented and/or modified by (ineach case only as expressly set forth in the Sublease): (a) substitutions by the City pursuant toArticle XXIV of the Sublease; and (b) Alterations, replacements and/or upgrades by the City ofExisting Parking Meter Operations, including but not limited to upgrading the Metering Devices;(2) all rights the City has or may have for ingress and egress to and from public and private

streets, roads, walkways, sidewalks, and alleyways, open or proposed, in front of, abutting, orassociated with the Parking Meter Operations for the purpose of using, operating, managing,maintaining and replacing the Parking Meter Operations and for collecting the ParkingRevenues; and (3) the Accounts, Deposit Accounts, Intangible Property, the Equipment, theBooks and Records, the Parking Revenues, and the Gross Receipts.

(ll) Parking Revenues has the meaning set forth in the Sublease.

(mm) Permitted Amounts means amounts permitted by applicable EnvironmentalLaws.

(nn) Permitted Use means any lawful use.

(oo) Person means any individual, or any corporation, partnership, limited liabilitycompany, trust, unincorporated organization, Governmental Authority, or any other form ofEntity.

(pp) PREF II has the meaning set forth in the Preamble.

(qq) PREF II Related Parties means, collectively, PREF II (including anypredecessor-in-interest to PREF II) and any Affiliate of PREF II (including any Affiliate of anypredecessor-in-interest to PREF II).

(rr) Rent has the meaning set forth in Article VI, Section 2 Rent.

(ss) Sublease means the sublease of the Parking Meter Operations having the sameeffective date as the Effective Date of this Master Lease between PREF II, as lessor, and theCity, as lessee, in form and substance as set forth in Exhibit B attached hereto and made a parthereof.

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(tt) Taking means a taking of all or any part of any of the Parking MeterOperations for any public or quasi-public purpose by any lawful power or authority by exerciseof the right of condemnation, or by agreement between PREF II, the City and those authorized toexercise such right or the commencement of any proceedings or negotiations which might result

in such a taking.

(uu) Third Party Financing Arrangements has the meaning set forth in the Sublease.

(vv) U.S. Publicly-Traded Entity means an Entity whose securities are listed on anational securities exchange or quoted on an automated quotation system in the U.S. or a wholly-owned subsidiary of such an Entity.

(ww) Utility means, if applicable, any of the public utilities utilized by the ParkingMeter Operations, including sanitary and storm sewers, water, gas, oil, electricity, telephone andgarbage collection.

Master Lease - Final Draft to Alderman 4-21-10

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Transcript of Master Lease - Final Draft to Alderman 4-21-10