EXHIBIT
      10.19

    


    


    


    


    


    


    


    


    LEASE
      AGREEMENT

     

    


    


    dated
      as of April 3, 2006

     

    


    


    between

     

    


    


    CT
      CHATTANOOGA TN, LLC,

    as Landlord

     

    


    


    and

     

    


    


    COVENANT
      TRANSPORT, INC.,
      

    a
      Tennessee corporation, 

     

    as
      Tenant

     

    


    



    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Table
      of
      Contents

    


    


    
      	
              1.

            	
              Certain
                Definitions

            	
              1

            
	 	 	 
	
              2.

            	
              Demise
                of Premises

            	
              1

            
	 	 	 
	
              3.

            	
              Title
                and Condition

            	
              1

            
	 	 	 
	
              4.

            	
              Use
                of Leased Premises; Quiet Enjoyment

            	
              3

            
	 	 	 
	
              5.

            	
              Term

            	
              4

            
	 	 	 
	
              6.

            	
              Rent

            	
              4

            
	 	 	 
	
              7.

            	
              Net
                Lease; Non-Terminability

            	
              5

            
	 	 	 
	
              8.

            	
              Payment
                of Impositions; Compliance with Legal Requirements and Insurance
                Requirements

            	
              6

            
	 	 	 
	
              9.

            	
              Liens;
                Recording and Title

            	
              8

            
	 	 	 
	
              10.

            	
              Indemnification

            	
              9

            
	 	 	 
	
              11.

            	
              Maintenance
                and Repair

            	
              11

            
	 	 	 
	
              12.

            	
              Alterations

            	
              12

            
	 	 	 
	
              13.

            	
              Condemnation

            	
              13

            
	 	 	 
	
              14.

            	
              Insurance

            	
              14

            
	 	 	 
	
              15.

            	
              Restoration

            	
              18

            
	 	 	 
	
              16.

            	
              Subordination
                to Financing

            	
              19

            
	 	 	 
	
              17.

            	
              Assignment,
                Subleasing

            	
              20

            
	 	 	 
	
              18.

            	
              Permitted
                Contests

            	
              21

            
	 	 	 
	
              19.

            	
              Conditional
                Limitations; Default Provisions

            	
              21

            
	 	 	 
	
              20.

            	
              Additional
                Rights of Landlord and Tenant

            	
              24

            
	 	 	 
	
              21.

            	
              Notices

            	
              25

            
	 	 	 
	
              22.

            	
              Estoppel
                Certificates

            	
              26

            
	 	 	 
	
              23.

            	
              Surrender
                and Holding Over

            	
              26

            
	 	 	 
	
              24.

            	
              No
                Merger of Title

            	
              27

            
	 	 	 
	
              25.

            	
              Definition
                of Landlord

            	
              27

            
	 	 	 
	
              26.

            	
              Hazardous
                Substances

            	
              27

            
	 	 	 
	
              27.

            	
              Entry
                by Landlord

            	
              28

            
	 	 	 
	
              28.

            	
              No
                Usury

            	
              28

            
	 	 	 
	
              29.

            	
              Financial
                Statements

            	
              28

            
	 	 	 
	
              30.

            	
              Special
                Tax Indemnity

            	
              28

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	
              31.

            	
              Withholdings

            	
              30

            
	 	 	 
	
              32.

            	
              Representations

            	
              31

            
	 	 	 
	
              33.

            	
              Duty
                of First Offer

            	
              33

            
	 	 	 
	
              34.

            	
              Separability

            	
              34

            
	 	 	 
	
              35.

            	
              Miscellaneous

            	
              34

            


    

    


     


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    EXHIBITS

    


    


    
      	
              EXHIBIT
                A

            	
              Legal
                Description

            
	
              EXHIBIT
                B

            	
              Basic
                Rent

            
	
              EXHIBIT
                C

            	
              Form
                of Tenant Estoppel

            
	
              EXHIBIT
                D

            	
              Form
                of Landlord Waiver

            
	
              EXHIBIT
                E

            	
              Form
                of Subordination, Non-Disturbance and Attornment Agreement
                

            
	 	 
	
              APPENDIX
                A

            	
              Definitions

            


    

    


    



    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        iii

        
          

        

      

      
        
        

        
          


        

      

    



    LEASE
      AGREEMENT

     

    THIS
      LEASE AGREEMENT (as amended, supplemented and otherwise modified from time
      to
      time, this “Lease”) made as of April 3, 2006 by and between CT CHATTANOOGA TN,
      LLC, a Delaware limited liability company, as landlord, having an office at
      c/o
      SunTrust Equity Funding, LLC, 303 Peachtree Street, 24th Floor, MC 3951,
      Atlanta, Georgia 30308, and COVENANT TRANSPORT, INC., a Tennessee corporation,
      as tenant, having an office at 400 Birmingham Highway, Chattanooga, TN
      37419.

    


    In
      consideration of the rents and provisions herein stipulated to be paid and
      performed, Landlord and Tenant, intending to be legally bound, hereby covenant
      and agree as follows:

    


    1.     Certain
      Definitions.
      All
      capitalized terms, unless otherwise defined herein, shall have the respective
      meanings ascribed to such terms in Appendix A annexed hereto and by this
      reference incorporated herein.

    


    2.     Demise
      of Premises.
      Landlord hereby demises and lets to Tenant and Tenant hereby takes and leases
      from Landlord, for the Term and upon the provisions hereinafter specified,
      the
      Leased Premises.

    


    3.     Title
      and Condition. 

    


    (a)     The
      Leased Premises are demised and let subject to (i) Permitted Encumbrances,
      (ii)
      all Legal Requirements and Insurance Requirements, including any existing
      violation of any thereof, and (iii) the condition of the Leased Premises as
      of
      the commencement of the Term; without representation or warranty by Landlord;
      it
      being understood and agreed, however, that the recital of the Permitted
      Encumbrances herein shall not be construed as a revival of any thereof which
      for
      any reason may have expired.

    


    (b)     LANDLORD
      HAS NOT MADE AND WILL NOT MAKE ANY INSPECTION OF ANY OF THE LEASED PREMISES,
      AND
      LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED
      PREMISES “AS IS”, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS
      LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE,
      NOR
      SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS
      OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY
      OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION
      FOR
      ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP
      THEREIN, LATENT OR PATENT, AS TO LANDLORD’S TITLE THERETO, OR AS TO VALUE,
      COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY,
      QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS
      INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that the Leased
      Premises are of its selection and to its specifications, and that the Leased
      Premises have been inspected by Tenant and are satisfactory to it. In the event
      of any defect or deficiency in any of the Leased Premises of any nature, whether
      patent or latent, Landlord shall not have any responsibility or liability with
      respect thereto or for any incidental or consequential damages (including strict
      liability in tort). The provisions of this Paragraph
      3(b)
      have
      been negotiated, and the foregoing provisions are intended to be a complete
      exclusion and negation of any warranties by Landlord, express or implied, with
      respect to any of the Leased Premises, arising pursuant to the Uniform
      Commercial Code or any other law now or hereafter in effect or
      otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)     Tenant
      acknowledges and agrees that Tenant has examined the title to the Leased
      Premises prior to the execution and delivery of this Lease and has found such
      title to be satisfactory for the purposes contemplated by this
      Lease.

    


    (d)     Landlord
      hereby assigns, without recourse or warranty whatsoever, to Tenant, all
      Guaranties. Such assignment shall remain in effect until the termination of
      this
      Lease. Landlord shall also retain the right to enforce any Guaranties assigned
      to Tenant hereunder in the name of Tenant during the continuance of any Event
      of
      Default. Landlord hereby agrees to execute and deliver, at Tenant’s expense,
      such further documents, including powers of attorney, as Tenant may reasonably
      request in order that Tenant may have the full benefit of the assignment
      effected or intended to be effected by this Paragraph
      3(d).
      Upon
      the termination of this Lease, the Guaranties shall automatically revert to
      Landlord, provided
      that, to
      the extent that Tenant has incurred out-of-pocket costs and expenses to replace
      or repair any part of the Leased Premises for which there is a claim under
      a
      Guaranty, Tenant shall be subrogated to Landlord’s rights under such Guaranty to
      the extent of such costs and expenses, and, at Tenant’s reasonable request,
      Landlord shall cooperate with Tenant, at Tenant’s expense, to recover such
      claim. The foregoing provision of reversion shall be self-operative and no
      further instrument of reassignment shall be required. In confirmation of such
      reassignment Tenant shall execute and deliver promptly any certificate or other
      instrument which Landlord may reasonably request. Any monies collected by Tenant
      under any of the Guaranties after the occurrence of and during the continuation
      of an Event of Default shall be held in trust by Tenant and promptly paid over
      to Landlord.

    


    (e)     Landlord
      agrees to enter into, at Tenant’s expense, such Easements as are reasonably
      requested by Tenant, subject to Lender’s and Landlord’s approval of the form
      thereof, not to be unreasonably withheld or delayed; provided, however, that
      no
      such Easement shall result in any diminution in the value or utility of the
      Leased Premises for use as an office building, truck terminal and truck
      maintenance facility and related purposes and further provided that no such
      Easement shall render the use of the Leased Premises dependent upon any other
      property, or condition the use of the Leased Premises upon the use of any other
      property, each of which Tenant shall certify to Landlord and Lender in writing
      delivered with Tenant’s request with respect to such Easement. Tenant’s request
      shall also include Tenant’s written undertaking acknowledging that Tenant shall
      remain liable hereunder as principal and not merely as a surety or guarantor
      notwithstanding the establishment of any Easement. Except
      as
      expressly permitted by this Lease, Landlord shall not enter into any Easements,
      REA’s, restrictive covenants or other matters affecting title to the Leased
      Premises without the prior consent of Tenant, which shall not be unreasonably
      withheld or delayed.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (f)     Tenant
      agrees that Tenant is obligated to and shall perform all obligations of the
      owner of the Leased Premises under, and pay all expenses which the owner of
      the
      Leased Premises may be required to pay in accordance with, any REA, and that
      Tenant shall comply with all of the terms and conditions of each REA during
      the
      term of this Lease. Tenant further covenants and agrees to indemnify, defend
      and
      hold harmless Landlord and Lender against any claim, loss or damage suffered
      by
      Landlord or Lender by reason of Tenant’s failure to perform any obligations or
      pay any expenses as required under any REA or comply with the terms and
      conditions of any REA as hereinabove provided during the term of this
      Lease.

    


    4.     Use
      of
      Leased Premises; Quiet Enjoyment. 

    


    (a)     Tenant
      may use the Leased Premises as an office building, truck terminal and truck
      maintenance facility or any other lawful purpose, so long as such other purpose
      would not (i) have a material adverse effect on the value or utility of the
      Leased Premises, (ii) materially increase the likelihood that Tenant, Landlord
      or Lender would incur liability under any provisions of any Environmental Laws,
      (iii) result in or give rise to any material environmental deterioration or
      degradation of the Leased Premises or (iv) result in the Leased Premises
      constituting “limited use property” within the meaning of Revenue Procedure
      2001-28, 2001-19 I.R.B. 1156. In no event shall the Leased Premises be used
      for
      any purpose which shall violate any of the provisions of any Permitted
      Encumbrance or any covenants, restrictions or agreements hereafter created
      by or
      consented to by Tenant applicable to the Leased Premises. Tenant agrees that
      with respect to the Permitted Encumbrances and any covenants, restrictions
      or
      agreements hereafter created by or consented to by Tenant, Tenant, at its
      expense, shall observe, perform and comply with and carry out the provisions
      thereof required therein to be observed and performed by Landlord or
      Tenant.
      Landlord
      acknowledges and agrees that for so long as this Lease is in full force and
      effect, Tenant shall have the right to enforce all of Landlord’s rights and to
      enjoy all benefits and privileges under the Permitted Encumbrances. Landlord
      shall reasonably cooperate with Tenant, at Tenant’s expense, in promptly
      providing any consents or approvals that may be required by any third party
      in
      connection with Tenant’s enforcement of Tenant’s or Landlord’s rights under the
      Permitted Encumbrances. Landlord further agrees to execute and deliver, at
      Tenant’s expense, such further documents, including powers of attorney, as
      Tenant may reasonably request in order that Tenant may enjoy all rights,
      benefits and privileges under the Permitted Encumbrances.

    


    (b)     Subject
      to Tenant’s rights under Paragraph
      18
      hereof,
      Tenant shall not knowingly permit any unlawful occupation, business or trade
      to
      be conducted on the Leased Premises or any use to be made thereof contrary
      to
      applicable Legal Requirements or Insurance Requirements. Subject to Tenant’s
      rights under Paragraph
      18,
      Tenant
      shall not use, occupy or knowingly permit any of the Leased Premises to be
      used
      or occupied, nor do or knowingly permit anything to be done in or on any of
      the
      Leased Premises, in a manner which would (i) make void or voidable any insurance
      which Tenant is then maintaining in force with respect to any of the Leased
      Premises as required hereunder, (ii) affect the ability of Tenant to obtain
      any insurance which Tenant is required to furnish hereunder, (iii) cause any
      injury or damage to any of the Improvements unless as a result of Alterations
      permitted under Paragraph
      12
      hereof
      or (iv) result in Landlord being subject to any burdensome regulation. Tenant
      shall operate the Leased Premises in accordance, in all material respects,
      with
      all applicable laws, rules and regulations, including, without limitation,
      taking all such actions as may be necessary to permit the Leased Premises to
      be
      operated as an office building, truck terminal and truck maintenance
      facility.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (c)     Subject
      to all of the provisions of this Lease, so long as no Event of Default exists
      hereunder, Landlord covenants to do no act to disturb the peaceful and quiet
      occupation and enjoyment of the Leased Premises by Tenant.

    


    (d)     Tenant
      covenants and agrees to remain in actual physical possession of the Leased
      Premises and to continuously operate its business in the Leased
      Premises,
      subject
      to Tenant’s rights under Paragraph
      17
      hereof.

    


    5.     Term. 

    


    (a)     Subject
      to the provisions hereof, Tenant shall have and hold the Leased Premises for
      an
      initial term commencing on the Commencement Date and ending on the Expiration
      Date.

    


    (b)     Provided
      (i) this Lease shall not have been terminated pursuant to the provisions of
      Paragraph
      13(b)
      or
19,
      and
      (ii) an Event of Default has not occurred and remains uncured, in each case
      on
      the applicable date of its Renewal Option Notice and on the Expiration Date
      (or
      the expiration date of the then expiring Renewal Term, as applicable), Tenant
      shall have eight (8) consecutive options to extend the term of this Lease for
      a
      Renewal Term, commencing upon the day after the Expiration Date (or the
      expiration date of the then expiring Renewal Term, as applicable). If Tenant
      elects to exercise any one or more of said renewal options, it shall do so
      by
      giving a Renewal Option Notice to Landlord at any time during the Term (or
      the
      then Renewal Term, as applicable) but, in any event, on or before that date
      which is twelve (12) months prior to the commencement of the Renewal Term for
      which such election is exercised. Tenant shall forever waive its right to
      exercise a renewal option if it shall, for any reason whatsoever, fail to give
      such Renewal Option Notice to Landlord within the time and in the manner
      provided for the giving of such notice, whether such failure is inadvertent
      or
      intentional, TIME BEING OF THE ESSENCE as to the exercise of such renewal option
      and the giving of such notice. If Tenant shall elect to exercise any such
      renewal option, the term of this Lease shall be automatically extended for
      five
      (5) years without the execution of an extension or renewal lease. Any Renewal
      Term shall be subject to all of the provisions of this Lease, and all such
      provisions shall continue in full force and effect. Within ten (10) days after
      request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord
      an instrument confirming that such option has been effectively exercised,
      confirming the extended expiration date of this Lease and confirming the Basic
      Rent for the Renewal Term.

    


    6.     Rent. 

    


    (a)     Tenant
      shall pay to Landlord (or to such Person as is directed by Landlord), as rent
      for the Leased Premises, beginning on the Commencement Date and continuing
      for
      the Term, the Basic Rent in advance, on the Basic Rent Payment Dates, and shall
      pay the same by wire transfer in immediately available federal funds to such
      account in such bank as Landlord shall designate from time to time. If the
      Commencement Date shall occur on a date other than the first day of a calendar
      month, Basic Rent for the period from and including the Commencement Date
      through and excluding the first day of the following month shall be paid on
      the
      Commencement Date in the amount equal to one thirtieth (1/30) of the monthly
      Basic Rent for the first year set forth on Exhibit
      B
      attached
      hereto for each day from and including the Commencement Date through and
      excluding the first day of the following month. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b)     Subject
      to Tenant’s right to contest in accordance with Paragraph
      18,
      Tenant
      shall pay and discharge before the imposition of any fine, Lien, interest or
      penalty which may be added thereto for late payment thereof, as Additional
      Rent,
      all other amounts and obligations which Tenant assumes or agrees to pay or
      discharge pursuant to this Lease, together with every fine, penalty, interest
      and cost which may be added by the party to whom such payment is due for
      nonpayment or late payment thereof. In the event of any failure by Tenant to
      pay
      or discharge any of the foregoing, Landlord shall have all rights, powers and
      remedies provided herein, by law or otherwise, in the event of nonpayment of
      Basic Rent. All payments of Additional Rent that are payable to Landlord shall
      be paid by Tenant by wire transfer in immediately available federal funds to
      such account in such bank as Landlord
      shall
      designate, from time to time.

    


    (c)     If
      any
      installment of Basic Rent is not paid after the same is due, Tenant shall pay
      to
      Landlord or Lender, as the case may be, on demand, as Additional Rent, an amount
      equal to the late charge or late fee, if any, charged by, and due and owing
      to,
Lender
      under
      the
      Mortgage pursuant to the terms of
      the
      Mortgage.

    


    (d)     Landlord
      and Tenant agree that this Lease is a true lease and does not represent a
      financing arrangement. Each party shall reflect the transactions represented
      by
      this Lease in all applicable books, records and reports (including, without
      limitation, income tax filings) in a manner consistent with “true lease”
treatment rather than “financing” treatment.

    


    7.     Net
      Lease; Non-Terminability. 

    


    (a)     This
      is a
      net lease
      and
      Basic Rent, Additional Rent and all other sums payable hereunder by Tenant
      shall
      be paid, except as otherwise expressly set forth in this Lease, without notice,
      demand, setoff, counterclaim, recoupment, abatement, suspension, deferment,
      diminution, deduction, reduction or defense.

    


    (b)     Except
      as
      otherwise expressly provided in this Lease, this Lease shall not terminate,
      and
      Tenant shall not have any right to terminate this Lease, during the Term. Except
      as otherwise expressly provided in this Lease, Tenant shall not be entitled
      to
      any setoff, counterclaim, recoupment, abatement, suspension, deferment,
      diminution, deduction, reduction or defense of or to Basic Rent, Additional
      Rent
      or any other sums payable under this Lease; and except as otherwise expressly
      provided in this Lease, the obligations of Tenant under this Lease shall not
      be
      affected by any interference with Tenant’s use of any of the Leased Premises for
      any reason, including but not limited to the following: (i) any damage to or
      destruction of any of the Leased Premises by any cause whatsoever, (ii) any
      Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use
      of any of the Leased Premises, (iv) any eviction by paramount title or
      otherwise, (v) Tenant’s acquisition of ownership of any of the Leased Premises
      other than pursuant to an express provision of this Lease, (vi) any default
      on
      the part of Landlord under this Lease or under any other agreement, (vii) any
      latent or other defect in, or any theft or loss of any of, the Leased Premises,
      (viii) the breach of any warranty of any seller or manufacturer of any of the
      Fixtures, (ix) any violation of Paragraph
      4(c)
      by
      Landlord, or (x) any other cause, whether similar or dissimilar to the
      foregoing, any present or future Law to the contrary notwithstanding. It is
      the
      intention of the parties hereto that the obligations of Tenant under this Lease
      shall be separate and independent covenants and agreements, and that Basic
Rent,
      Additional Rent and all other sums payable by Tenant hereunder shall continue
      to
      be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal
      thereto), and that the obligations of Tenant under this Lease shall continue
      unaffected, unless this Lease shall have been terminated pursuant to an express
      provision of this Lease, including, without limitation, the provisions of
Paragraph
      13(b)
      and
Paragraph
      14(g)
      hereof.
      Nothing set forth herein shall abrogate Tenant’s rights to pursue a claim for
      damages against Landlord if Landlord breaches its obligations under this Lease,
      provided
      that in
      no event shall Tenant have any right to offset any such damages against Basic
      Rent or Additional Rent or to terminate this Lease.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c)     Tenant
      agrees that it shall remain obligated under this Lease in accordance with its
      provisions and that, except as otherwise expressly provided herein, it shall
      not
      take any action to terminate, rescind or avoid this Lease, notwithstanding
      (i)
      the bankruptcy, insolvency, reorganization, composition, readjustment,
      liquidation, dissolution, winding-up or other proceeding affecting Landlord,
      (ii) the exercise of any remedy, including foreclosure, under the Mortgage,
      or
      (iii) any action with respect to this Lease (including the disaffirmance hereof)
      which may be taken by Landlord under the Federal Bankruptcy Code or by any
      trustee, receiver or liquidator of Landlord or by any court under the Federal
      Bankruptcy Code or otherwise.

    


    (d)     This
      Lease is the absolute and unconditional obligation of Tenant. Tenant waives
      all
      rights which are not expressly stated in this Lease but which may now or
      hereafter otherwise be conferred by law (i) to quit, terminate or surrender
      this
      Lease or any of the Leased Premises, (ii) to any setoff, counterclaim,
      recoupment, abatement, suspension, deferment, diminution, deduction, reduction
      or defense of or to Basic Rent, Additional Rent or any other sums payable under
      this Lease, except as otherwise expressly provided in this Lease, and (iii)
      for
      any statutory Lien or offset right against Landlord or its
      property.

    


    8.     Payment
      of Impositions; Compliance with Legal Requirements and Insurance
      Requirements. 

    


    (a)     (i)     Subject
      to the provisions of Paragraph
      18
      hereof,
      Tenant shall, before interest or penalties are due thereon, pay and discharge
      all Impositions, which payment shall be on an After Tax Basis as to Landlord.
      If
      received by Landlord, Landlord shall promptly deliver to Tenant any bill or
      invoice with respect to any Imposition.

    


    (ii)     Nothing
      herein shall obligate Tenant to pay, and the term “Impositions”
shall
      exclude, federal, state or local (A) transfer taxes as the result of a
      conveyance by (or suffered by) Landlord (unless attributable to an Event of
      Default or such conveyance is to Tenant or a person designated by Tenant),
      (B)
      franchise, capital stock or similar taxes if any, of Landlord, except to the
      extent that such franchise, capital stock or similar taxes would not be payable
      by Landlord but for Landlord’s interest in the Leased Premises or this Lease,
      (C) income, excess profits or other taxes, if any, of Landlord, determined
      on
      the basis of or measured by its net income, (D)
      any
      estate, inheritance, succession, gift, capital levy or similar taxes, unless
      the
      taxes referred to in clauses
      (B)
      and
(C)
      above
      are in lieu of,
      or a
      substitute for,
      any
      other tax or assessment upon or with respect to any of the Leased Premises
      which, if such other tax or assessment were in effect at the commencement of
      the
      Term, would be payable by Tenant,
      or (E)
      any Tax that would not have been imposed but for the failure of Indemnitee
      to
      comply with certification, information, documentation or other reporting
      requirements applicable to Indemnitee, if compliance with such requirements
      is
      required by statute or regulation of the relevant taxing authority as a
      precondition to relief or exemption from such Tax, provided
      that
      Tenant has complied with its obligations set forth in paragraph
      (e)
      below.
      In the
      event that any assessment against any of the Leased Premises may be paid in
      installments, Tenant shall have the option to pay such assessment in
      installments; and in such event, Tenant shall be liable only for those
      installments which become due and payable during the Term. Tenant shall prepare
      and file all tax reports required by governmental authorities which relate
      to
      the Impositions. Within twenty (20) days after Landlord’s written request
      therefor, Tenant shall deliver to Landlord copies of all settlements and notices
      pertaining to the Impositions which may be issued by any Governmental Authority
      and receipts for payments of all Impositions made during each calendar year
      of
      the Term (provided
      that,
      (i) with respect to receipts for payments, Tenant shall provide them to Landlord
      promptly upon request, but in any event Tenant shall have no less than thirty
      (30) days after payment to make such delivery and (ii) Tenant shall provide
      Landlord with evidence of payment of the property taxes due on May 1, 2006
      on or
      before May 1, 2006).


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b)     Subject
      to the provisions of Paragraph
      18
      hereof,
      Tenant shall promptly comply with and conform to all of the Legal Requirements
      and Insurance Requirements.

    


    (c)     Any
      amount payable to Landlord pursuant to this Paragraph
      8
      shall be
      paid within ten (10) days after receipt of a written demand therefor from
      Landlord accompanied by a written statement describing in reasonable detail
      the
      amount so payable. Any payments required to be made by Tenant pursuant to this
      Paragraph
      8
      that are
      not allowed to be paid directly to the appropriate Governmental Authority
or
      such
      other Person to whom such payment is due shall
      be
      made directly to Landlord at the location and in the manner specified by
      Landlord pursuant to Paragraph
      6
      for the
      payment of Rent. Any amount payable by Tenant under this Paragraph
      8
      that is
      not paid to
      Landlord when
      due
      shall bear interest at the Default Rate.
      In
      addition, Tenant shall be solely responsible for the payment of any late fees,
      penalties or default interest with respect to any amount payable by Tenant
      under
      this Paragraph
      8
      to
      anyone other than Landlord that is not paid when due.

    


    (d)     If
      any
      report, return or statement (a “Filing”)
      is
      required to be filed with respect to any Imposition that is subject to this
      Paragraph
      8,
      Tenant
      shall, if permitted by Applicable Laws to do so, timely file or cause to be
      filed such Filing with respect to such Tax and shall promptly provide notice
      of
      such filing to Landlord (except for any such Filing that Landlord has notified
      Tenant in writing that Landlord intends to file) and will (if ownership of
      the
      Leased Premises or any part thereof or interest therein is required to be shown
      on such Filing) show the ownership of the Leased Premises in the name of
      Landlord and send a copy of such Filing to Landlord. If Tenant is not permitted
      by Applicable Laws to file any such Filing, Tenant will promptly notify Landlord
      of such requirement in writing and prepare and deliver to Landlord a proposed
      form of such Filing and such information as is within Tenant’s reasonable
      control or access with respect to such Filing within a reasonable time under
      the
      circumstances, and in all events at least five (5) Business Days, prior to
      the
      time such Filing is required to be filed. Tenant shall hold Landlord harmless
      from and against any liabilities, including, but not limited to penalties,
      additions to tax, fines and interest, arising out of any insufficiency or
      inaccuracy in any such Filing, if such insufficiency or inaccuracy is
      attributable to Tenant.

     

    (e)     Notwithstanding
      anything herein to the contrary, any
      obligations of Tenant under the
      provisions of this Paragraph
      8 that
      accrue prior to the expiration or earlier termination of this Lease shall
      survive such
      expiration or
      earlier
      termination of this Lease.


    
      
        
        

      

      
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    (f)     Until
      the
      earlier of (i) the receipt by Landlord of a separate tax parcel number for
      the
      Leased Premises and (ii) May 1, 2007, Tenant (A) shall pay when due all Taxes
      with respect to the approximate 181.2 acre tax parcel of which the Leased
      Premises is a part (the “Existing
      Tax Parcel”)
      and
      shall provide evidence of such payment to Landlord within three (3) Business
      Days of such payment, (B) shall not construct any improvements on that portion
      of the Existing Tax Parcel not included in the Leased Premises except for a
      body
      shop and such other improvements as shall be instrumental to the construction
      and/or operation of such body shop, the aggregate construction cost of which
      shall not exceed $10,000,000, and (C) shall not encumber that portion of the
      Existing Tax Parcel that is not included in the Leased Premises with any Lien
      for borrowed money. Tenant shall (i) promptly after Landlord’s request, execute
      and deliver an agreement, in recordable form, evidencing the agreements set
      forth in this Paragraph
      8(f),
      which
      agreement may be recorded against the Existing Tax Parcel in the appropriate
      real estate records, and (ii) cooperate with Landlord in seeking to obtain
      a
      separate tax parcel number for the Leased Premises as promptly as practicable
      after the Commencement Date. In the event that Landlord has not received a
      separate tax parcel number for the Leased Premises on or prior to May 1, 2007,
      then, until the date on which Landlord so receives such separate tax parcel
      number, Tenant shall provide Landlord with not less than ninety (90) days’ prior
      written notice of Tenant’s intent to undertake the construction of any
      improvements on the Existing Tax Parcel or to encumber all or any portion of
      the
      Existing Tax Parcel with any Lien for borrowed money.

    


    9.     Liens;
      Recording and Title. 

    


    (a)     Subject
      to the provisions of Paragraph
      18
      hereof,
      Tenant shall not, directly or indirectly, create or permit to be created or
      to
      remain, and shall promptly discharge, any Lien on the Leased Premises, or on
      the
      Basic Rent, Additional Rent or any other sums payable by Tenant under this
      Lease, other than the Mortgage, the Permitted Encumbrances and any mortgage,
      Lien, encumbrance or other charge created by, or resulting from any act or
      omission by, Landlord or those claiming by, through or under Landlord (except
      Tenant, or any assignee of, or sublessee from, Tenant). Notice is hereby given
      that Landlord shall not be liable for any labor, services or materials furnished
      or to be furnished to Tenant, or to anyone holding any of the Leased Premises
      through or under Tenant, and that no mechanic’s or other Liens for any such
      labor, services or materials shall attach to or affect the interest of Landlord
      in and to any of the Leased Premises.

    


    (b)     Each
      of
      Landlord and Tenant shall execute, acknowledge and deliver to the other a
      written memorandum of this Lease to be recorded in the appropriate land records
      of the jurisdiction in which the Leased Premises is located, in order to give
      public notice and protect the validity of this Lease. In the event of any
      discrepancy between the provisions of such recorded memorandum of this Lease
      and
      the provisions of this Lease, the provisions of this Lease shall
      prevail.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (c)     Nothing
      in this Lease and no action or inaction by Landlord shall be deemed or construed
      to mean that Landlord has granted to Tenant any right, power or permission
      to do
      any act or to make any agreement which may create, give rise to, or be the
      foundation for, any right, title, interest or Lien in or upon the estate of
      Landlord in any of the Leased Premises. Landlord shall not have any Lien upon
      Tenant’s Trade Fixtures or any other personal property of Tenant that is located
      at or on the Leased Premises, so long as such Trade Fixtures or other personal
      property is not part of the Leased Premises and has not been funded by
      Landlord.

    


    10.     Indemnification. 

    


    (a)     Tenant
      agrees to assume liability for, and to indemnify, protect, defend, save and
      keep
      harmless each Indemnitee, on an After-Tax Basis, from and against any and all
      Claims that may be suffered, imposed on or asserted against any Indemnitee,
      arising out of (i) the ownership or leasing of the Leased Premises by Landlord,
      the subleasing of the Leased Premises by Tenant, assignment by Tenant of its
      interest in this Lease, or sale of the Leased Premises by Landlord to Tenant,
      transfer of title of Tenant’s interest in this Lease, renewal of this Lease, or
      operation, possession, use, non-use, maintenance, modification, alteration,
      construction, reconstruction, restoration, or replacement of the Leased Premises
      (or any portion thereof), or from the granting by Landlord at Tenant’s request
      of easements, licenses or any rights with respect to all or any part of the
      Leased Premises, or from the design, construction or condition of the Leased
      Premises (including any Claims arising, directly or indirectly, out of the
      actual or alleged presence, use, storage, generation or Release of any Hazardous
      Materials, and any Claims for patent infringement and latent or other defects,
      whether or not discoverable), including any liability under Applicable Laws
      (including, without limitation, any Claims arising directly or indirectly out
      of
      any actual or alleged violation, now or hereafter existing, of any Environmental
      Laws), (ii) this Lease or any modification, amendment or supplement thereto,
      (iii) the non-compliance of the Leased Premises with Applicable Laws (including
      because of the existence of the Permitted Encumbrances), (iv) any matter
      relating to all or any part of the Leased Premises or any operations thereon,
      including matters relating to Environmental Laws or Hazardous Materials, (v)
      the
      breach by Tenant of its representations, warranties, covenants and obligations
      in this Lease whether or not such Claim arises or accrues prior to the date
      of
      this Lease, (vi) the business and activities of Tenant, (vii) the business
      and
      activities of any other Person on or about the Leased Premises (whether as
      an
      invitee, subtenant, licensee or otherwise), (viii) the cost of assessment,
      containment and/or removal of any and all Hazardous Materials from all or any
      portion of the Leased Premises or any surrounding areas for which Tenant or
      Landlord has any legal obligation, the cost of any actions taken in response
      to
      a Release of any Hazardous Materials on, in, under or affecting any portion
      of
      the Leased Premises or any surrounding areas for which Tenant or Landlord has
      any legal obligation to prevent or minimize such Release so that it does not
      migrate or otherwise cause or threaten danger to present or future public
      health, safety, welfare or the environment, and costs incurred to comply with
      Environmental Laws in connection with all or any portion of the Leased Premises
      or any surrounding areas for which Tenant or Landlord has any legal obligation,
      and (ix) an Event of Default. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (b)     In
      case
      any Claim shall be made or brought against any Indemnitee, such Indemnitee
      shall
      give prompt notice thereof to Tenant; provided
      that
      failure to so notify Tenant shall not reduce Tenant’s obligations to indemnify
      any Indemnitee hereunder unless and only to the extent such failure results
      in
      additional liability on Tenant’s part. Tenant shall be entitled, at its expense,
      acting through counsel selected by Tenant (and reasonably satisfactory to such
      Indemnitee), to participate in, or, except as otherwise provided herein, to
      assume and control (if it promptly so elects upon notice of the Claim), and,
      to
      the extent that Tenant desires to assume and control, in consultation with
      Indemnitee, the negotiation, litigation and/or settlement of any such Claim
      (subject to the provisions of the last sentence of subparagraph
      (c)
      of this
Paragraph
      10).
      Such
      Indemnitee may (but shall not be obligated to) participate at its own expense
      (unless Tenant is not defending such Claim in accordance herewith and then
      at
      the expense of Tenant) and with its own counsel in any proceeding conducted
      by
      Tenant in accordance with the foregoing, in which case Tenant shall keep such
      Indemnitee and its counsel fully informed of all proceedings and filings and
      afford such Indemnitee and counsel reasonable opportunity for comment.
      Notwithstanding the foregoing, Tenant shall not be entitled to assume and
      control the defense of any Claim if (i) an Event of Default has occurred and
      is
      continuing, (ii) the proceeding involves possible imposition of any criminal
      liability or penalty or a civil penalty on such Indemnitee in excess of
      $1,000,000, (iii) the proceeding involves the granting of injunctive relief
      against the Indemnitee not related to this Lease, (iv) a significant
      counterclaim is available to the Indemnitee that would not be available to
      and
      cannot be asserted by Tenant, (v) a conflict of interest exists between the
      Indemnitee and Tenant with respect to the Claim, or (vi) the defense of such
      Claim would require the delivery of material confidential and proprietary
      information of such Indemnitee that would otherwise not be available to Tenant
      or its counsel.

    


    (c)     Upon
      payment in full of any Claim by Tenant pursuant to this Paragraph
      10
      to or on
      behalf of an Indemnitee, Tenant, without any further action, shall be subrogated
      to any and all Claims that such Indemnitee may have relating thereto (other
      than
      claims in respect of insurance policies maintained by such Indemnitee at its
      own
      expense or claims against another Indemnitee for which Tenant would have
      indemnity obligations hereunder), and such Indemnitee shall execute such
      instruments of assignment and conveyance, evidence of Claims and payment and
      such other documents, instruments and agreements as may be reasonably necessary
      to preserve any such Claims and otherwise reasonably cooperate with Tenant
      to
      enable Tenant to pursue such Claims, all at Tenant’s expense.

    


    (d)     Notwithstanding
      anything to the contrary contained herein, Tenant shall not be required to
      indemnify any Indemnitee under this Paragraph
      10
      for any
      Claim to the extent resulting from the gross negligence or willful misconduct
      of
      such Indemnitee (except to the extent imputed to such Indemnitee as a result
      of
      Tenant’s acts or failure to act).

    


    (e)     Each
      Indemnitee shall be an express third party beneficiary of Tenant’s obligations
      under this Paragraph
      10
      and may
      directly enforce its rights against Tenant hereunder.

    


    (f)     The
      obligations of Tenant under this Paragraph
      10
      shall
      survive any termination of this Lease.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    11.     Maintenance
      and Repair. 

    


    (a)     Tenant
      shall at all times put, keep and maintain the Leased Premises (including,
      without limitation, the roof, walls, footings, foundations, structural
      components, paving, parking lots and landscaping (including the mowing of grass
      and care of shrubs)) in good, clean, safe, first-class condition and repair,
      but
      in any event, except for any Alterations that Tenant is permitted to make
      pursuant to this Lease, in at least the same condition and order of repair
      as
      exists as of the Commencement Date, except for ordinary wear and tear, and
      at
      least the same or better condition and order as other similar properties owned
      or leased by Tenant and its Affiliates. Tenant shall promptly make all repairs
      and replacements of every kind and nature, whether foreseen or unforeseen,
      which
      may be required to be made upon or in connection with the Leased Premises in
      order to keep and maintain the Leased Premises in the order and condition
      required by this Paragraph
      11(a).
      Tenant
      shall do or cause others to do all shoring of the Leased Premises or of
      foundations and walls of the Improvements and every other act necessary or
      appropriate for preservation and safety thereof, by reason of or in connection
      with any excavation or other building operation upon any of the Leased Premises,
      whether or not Landlord shall, by reason of any Legal Requirements or Insurance
      Requirements, be required to take such action or be liable for failure to do
      so.
      LANDLORD SHALL NOT BE REQUIRED TO MAKE ANY REPAIR, WHETHER FORESEEN OR
      UNFORESEEN, OR TO MAINTAIN ANY OF THE LEASED PREMISES OR ADJOINING PROPERTY
      IN
      ANY WAY, AND TENANT HEREBY EXPRESSLY WAIVES THE RIGHT TO MAKE REPAIRS OR
      MAINTENANCE AT THE EXPENSE OF THE LANDLORD, WHICH RIGHT MAY BE PROVIDED FOR
      IN
      ANY LAW NOW OR HEREAFTER IN EFFECT. Nothing in the preceding sentence shall
      be
      deemed to preclude Tenant from being entitled to insurance proceeds or
      condemnation awards for Restoration pursuant to, and to the extent set forth
      in,
Paragraphs
      13(c)
      and
14(g)
      of this
      Lease. Tenant shall, in all events, make all repairs for which it is responsible
      hereunder promptly, and all repairs shall be made in a good, proper and
      workmanlike manner.

    


    (b)     Subject
      to Paragraph
      18
      hereof,
      in
      the
      event that any Improvement shall violate any Legal Requirements or Insurance
      Requirements and as a result of such violation enforcement action is threatened
      or commenced against Tenant or Landlord or with respect to the Leased Premises,
      then Tenant, at the request of Landlord, shall either (i) obtain valid and
      effective waivers or settlements of all claims, liabilities and damages
      resulting from each such violation, whether the same shall affect Landlord,
      Tenant or both, or (ii) take such action as shall be necessary to remove such
      violation, including, if necessary, making any Alteration. Any such Alteration
      shall be made in conformity with the provisions of Paragraph
      12.

    


    (c)     If
      Tenant
      shall be in default under any of the provisions of this Paragraph
      11,
      Landlord may, after thirty (30) days’ written notice given to Tenant and failure
      of Tenant to cure during said period, but without notice in the event of an
      emergency, do whatever is necessary to cure such default as may be appropriate
      under the circumstances, for the account of and at the expense of Tenant. In
      the
      event of an emergency, Landlord shall notify Tenant of the situation by phone
      or
      other available communication. All reasonable sums so paid by Landlord and
      all
      reasonable costs and expenses (including, without limitation, attorneys’ fees
      and expenses) so incurred, together with interest thereon at the Default Rate
      from the date of payment or incurring the expense, shall constitute Additional
      Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord
      on demand.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (d)     Tenant
      shall from time to time replace with Replacement Fixtures any of the Fixtures
      which shall have become worn out or unusable for the purpose for which it is
      intended, been taken by a Condemnation as provided in Paragraph
      13,
      or been
      lost, stolen, damaged or destroyed as provided in Paragraph
      14.
      Tenant
      shall repair at its sole cost and expense all damage to the Leased Premises
      caused by the removal of Fixtures or Replaced Fixtures or other personal
      property of Tenant or the installation of Replacement Fixtures. All Replacement
      Fixtures shall become the property of Landlord, shall be free and clear of
      all
      Liens and rights of others, and shall become a part of the Fixtures as if
      originally demised herein.

    


    12.     Alterations. 

    


    (a)     Tenant
      shall have the right to make any Alteration(s) to the Leased Premises without
      the prior consent of Landlord the cost of which does not exceed
      $300,000, in
      the
      aggregate, in any calendar year and which are not Structural Changes;
provided,
      that,
      in each case, Tenant complies with clauses
      (c)
      and
(d)
      of this
Paragraph
      12.

    


    (b)     Upon
      thirty (30) days’ prior written notice to Landlord requesting Landlord’s
      consent, Tenant shall have the right to make any Alteration(s) to the Leased
      Premises, the cost of which exceeds $300,000, in the aggregate, in any calendar
      year or which are Structural Changes; provided,
      that,
(i)
      no
      Event of Default under this Lease has occurred and is then continuing,
(ii)
      Tenant complies with clauses
      (c)
      and
(d)
      of this
Paragraph
      12,
      (iii)
      prior to making any such Alteration(s), Tenant shall provide Landlord with
      the
      plans and specifications, estimated budgets and proposed schedule of
      construction with respect thereto, and (iv) Landlord consents in writing to
      any
      such Alteration(s), which consent (1) shall not be unreasonably withheld, and
      (2) shall be deemed to have been given by Landlord if Landlord fails to respond
      to Tenant’s notice within said thirty (30) day period, provided
      that
      Tenant’s notice shall state on the envelope thereto in bold, capitalized print
      substantially the following: “FAILURE
      OF THE RECIPIENT TO RESPOND WITHIN THIRTY (30) DAYS TO THE ENCLOSED REQUEST
      FOR
      APPROVAL SHALL BE DEEMED APPROVAL”.

    


    (c)     In
      the
      event that Landlord gives its prior written consent to any Alterations, or
      if
      such consent is not required, Tenant agrees that in connection with any
      Alteration: (i) the fair market value of the Leased Premises shall not be
      lessened after the completion of any such Alteration, or its structural
      integrity impaired; (ii) the Alteration and any Alteration theretofore made
      or
      thereafter to be made shall not in the aggregate reduce the gross floor area
      of
      the Improvements by more than ten percent (10%); (iii) all such Alterations
      shall be performed in a good and workmanlike manner, and shall be expeditiously
      completed in compliance with all Legal Requirements; (iv) no such
      Alteration shall change the permitted use of the Leased Premises (as described
      in Paragraph
      4
      hereof),
      (v) all work done in connection with any such Alteration shall comply with
      all
      Insurance Requirements; (vi) Tenant shall promptly pay all costs and expenses
      of
      any such Alteration, and shall (subject to and in compliance with the provisions
      of Paragraph
      18
      hereof)
      discharge all Liens filed
      against any of the Leased Premises arising out of the same; (vii) Tenant shall
      procure and pay for all permits and licenses required in connection with any
      such Alteration; (viii) all such Alterations shall be the property of Landlord
      and shall be subject to this Lease; (ix) no such Alteration shall create any
      debt or other encumbrance(s) on the Leased Premises (provided that if Tenant
      requests additional funding for such Alteration from Landlord in writing,
      Landlord shall, at Tenant’s sole expense, use commercially reasonable efforts to
      obtain such additional funding, subject to the receipt of any required consent
      thereto from the Lender and an adjustment to the Basic Rent to reflect such
      additional funding), and (x) all Alterations shall be made in the case of any
      Alteration the estimated cost of which in any one instance exceeds Five Hundred
      Thousand and 00/100 Dollars ($500,000.00) under the supervision of an architect
      or engineer and in accordance with plans and specifications which shall be
      submitted to Landlord (for informational purposes only) prior to the
      commencement of the Alterations. If requested, Tenant shall update Landlord’s
      and/or Lender’s policy of title insurance to reflect any increase to the value
      of the improvements and insure against any Liens which may have been placed
      against the Leased Premises in connection with such
      Alterations.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d)     Notwithstanding
      anything to the contrary contained herein, Tenant shall not, without Landlord’s
      prior written consent, which consent may be withheld or denied in Landlord’s
      sole discretion (i) demolish all or substantially all of the Improvements,
      or
(ii)
      make
      any Alterations, at any time, which would (after the completion thereof) impair
      the structural integrity of the Leased Premises.

    


    13.     Condemnation. 

    


    (a)     Tenant,
      promptly upon obtaining knowledge of the institution of any proceeding for
      Condemnation, shall notify Landlord thereof and Landlord shall be entitled
      to
      participate in any Condemnation proceeding. Landlord, promptly after obtaining
      knowledge of the institution of any proceeding for Condemnation, shall notify
      Tenant thereof and Tenant shall have the right to participate in such
      proceedings. Subject to the provisions of this Paragraph
      13
      and
Paragraph 15,
      Tenant
      hereby irrevocably assigns to Landlord any award or payment in respect of any
      Condemnation of Landlord’s interest in the Leased Premises, except that (except
      as hereinafter provided) nothing in this Lease shall be deemed to assign to
      Landlord any award relating to the value of the leasehold interest created
      by
      this Lease or any award or payment on account of the Trade Fixtures, moving
      expenses, loss of business income and out-of-pocket expenses incidental to
      the
      move, if available, to the extent Tenant shall have a right to make a separate
      claim therefor against the condemnor, it being agreed, however, that Tenant
      shall in no event be entitled to any payment that reduces the award to which
      Landlord is or would be entitled for the condemnation of Landlord’s interest in
      the Leased Premises.

    


    (b)    (i)     If
      (I)
      the entire Leased Premises, (II) a material portion of the Land or the building
      constructed on the Land or any means of ingress, egress or access to the Leased
      Premises, the loss of which even after restoration, would, in Tenant’s
      reasonable business judgment, be substantially and materially adverse to the
      business operations of Tenant at the Leased Premises, or
      (III) any means of ingress, egress or access to the Leased Premises which does
      not result in at least one method of ingress and egress to and from the Leased
      Premises remaining, provided the same is permitted under then existing Legal
      Requirements, shall
      be
      the subject of a Taking by a duly constituted authority or agency having
      jurisdiction, then Tenant may, not later than ninety (90) days after Tenant
      has
      received notification of such Taking from the applicable Governmental Authority,
      serve a Tenant’s Termination Notice upon Landlord.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (ii)     In
      the
      event that Tenant shall serve a Tenant’s Termination Notice upon Landlord, this
      Lease and the Term hereof shall terminate on the Termination Date specified
      in
      the Tenant’s Termination Notice; and in such event the Net Award to be made in
      the Condemnation proceeding shall be paid to Landlord. From and after the
      Termination Date specified in the Tenant’s Termination Notice, Tenant shall have
      no further obligation to pay Basic Rent, Additional Rent or any other sums
      otherwise payable by Tenant hereunder except with respect to those provisions
      of
      this Lease that expressly survive termination.

    


    (c)     (i)     In
      the
      event of a Condemnation of any part of the Leased Premises which does not result
      in a termination of this Lease, subject to the requirements of Paragraph
      15,
      the Net
      Award of such Condemnation shall be retained by Landlord, and promptly after
      such Condemnation, Tenant shall commence and diligently continue to completion
      the Restoration of the Leased Premises.

    


    (ii)     Upon
      the
      payment to Landlord of the Net Award of a Taking which falls within the
      provisions of this Paragraph
      13(c),
      Landlord and Lender shall, to the extent received, make the Restoration Award
      available to Tenant for Restoration, in accordance with the provisions of
Paragraph
      15,
      and
      promptly after completion of the Restoration, the balance of the Net Award
      shall
      be paid to Landlord. Notwithstanding the occurrence of any Condemnation that
      does not result in a termination of this Lease, all Basic Rent, Additional
      Rent
      and other sums payable hereunder shall continue unabated and
      unreduced.

    


    (iii)     In
      the
      event of a Requisition of the Leased Premises, Landlord shall apply the Net
      Award of such Requisition, to the extent available, to the installments of
      Basic
      Rent, Additional Rent or other sums payable by Tenant hereunder thereafter
      payable and Tenant shall pay any balance remaining thereafter. Upon the
      expiration of the Term, any portion of such Net Award which shall not have
      been
      previously credited to Tenant on account of the Basic Rent and Additional Rent
      shall be retained by Landlord.

    


    (d)     Except
      with respect to an award or payment to which Tenant is entitled pursuant to
      the
      provisions of Paragraph
      13(a)
      or
13(c),
      no
      agreement with any condemnor in settlement of or under threat of any
      Condemnation shall be made by either Landlord or Tenant without the written
      consent of the other (provided
      that if
      an Event of Default has occurred and is continuing, no consent of Tenant shall
      be required to any settlement made by Landlord), and of Lender, if the Leased
      Premises are then subject to a Mortgage, which consent shall not be unreasonably
      withheld or delayed.

    


    14.     Insurance. 

    


    (a)     Tenant
      shall maintain at its sole cost and expense the following insurance on the
      Leased Premises:

    



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      (i)     Insurance
        against loss or damage to the Improvements and Fixtures under an “all risk”
extended coverage insurance policy, which shall include coverage against
        all
        risks of direct physical loss, including loss by fire, lightning, [riot,
        civil
        commotion,] terrorism and other risks which at the time are included under
        “extended coverage” endorsements (which shall include windstorm if the
        Leased Premises is located in an area where windstorm insurance is customarily
        maintained for similar commercial properties, flood insurance if the Leased
        Premises is located within a flood hazard area and earthquake insurance if
        the
        Leased Premises is located in an area where earthquake insurance is customarily
        maintained for similar commercial properties) and against other risks insured
        against by persons operating like properties in the locality of the Leased
        Premises. Such insurance shall be in amounts sufficient to prevent Landlord
        or
        Tenant from becoming a co-insurer under the applicable policies, and in any
        event, after application of the related deductible, in amounts not less than
        the
        actual replacement cost of the Improvements and Fixtures (excluding footings
        and
        foundations and other parts of the Improvements which are not insurable)
        as
        reasonably determined from time to time at Landlord’s request but not more
        frequently than once in any 12-month period, by agreement of Landlord and
        Tenant, or if not so agreed, at Tenant’s expense, by the insurer or insurers or
        by an appraiser approved by Landlord. Such insurance policies may contain
        reasonable exclusions and deductible amounts, all in accordance with industry
        standards.

    

    


    (ii)     Contractual
      and comprehensive general liability insurance against claims for bodily injury,
      death or property damage occurring on, in or about the Leased Premises, which
      insurance shall be written on an“Occurrence
      Basis”, and shall provide minimum protection with a combined single limit in an
      amount not less than Five Million ($5,000,000) Dollars (or in such increased
      limits from time to time to reflect declines in the purchasing power of the
      dollar as Landlord may reasonably request) for bodily injury, death and property
      damage in any one occurrence.

    


    (iii)     Statutory
      worker’s compensation insurance covering all persons employed by Tenant on the
      Leased Premises in connection with any work done on or about any of the Leased
      Premises for which claims for death or bodily injury could be asserted against
      Landlord, Tenant or the Leased Premises.

    


    (iv)     Insurance
      against loss or damage from explosion of any steam or pressure boilers or
      similar apparatus, if any, located in or about the Improvements in an amount
      not
      less than the actual replacement cost of the Improvements and Fixtures
      (excluding footings and foundations and other parts of the Improvements which
      are not insurable).

    


    (v)     Business
      interruption insurance in an amount at least equal to six months of operations
      of the Leased Premises.

    


    (vi)     Such
      additional and/or other insurance with respect to the Improvements located
      on
      the Leased Premises and in such amounts as at the time is customarily carried
      by
      prudent owners or tenants with respect to improvements similar in character,
      location and use and occupancy to the Improvements located on the Leased
      Premises, provided
      that
      Landlord shall notify Tenant of such additional insurance.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (b)     The
      insurance required by Paragraph
      14(a)
      shall be
      written by companies having an A.M. Best Insurance Reports rating of not less
      than “A”, and a financial size category of “VIII”, and all such companies shall
      be authorized to do an insurance business in the State, or otherwise agreed
      to
      by Landlord and Lender. The insurance policies (i) shall be in amounts
      sufficient at all times to satisfy any coinsurance requirements thereof, and
      (ii) shall (except for the worker’s compensation insurance referred to in
Paragraph
      14 (a)(iii)
      hereof)
      name Landlord, Tenant and each Lender
      (whose
      name and address Landlord shall provide to Tenant)
      as
      additional insured parties, as their respective interests may appear. If said
      insurance or any part thereof shall expire, be withdrawn, become void by breach
      of any condition thereof by Tenant or become void or unsafe by reason of the
      failure or impairment of the capital of any insurer, Tenant shall immediately
      obtain new or additional insurance reasonably satisfactory to Landlord and
      Lender.

    


    (c)     Each
      insurance policy referred to in clauses
      (i)
      and
(iv)
      (and
(vi)
      if
      requested by Lender) of Paragraph
      14(a),
      shall
      contain standard non-contributory mortgagee clauses in favor of each Lender
      which holds an interest in a Mortgage on the Leased Premises. Each policy shall
      provide that it may not be canceled or amended in any material respect except
      after thirty (30) days’ prior notice to Landlord and any Lender. Each policy of
      insurance shall contain a waiver of subrogation or consent to a waiver of right
      of recovery against the Landlord. Each policy shall also provide that any losses
      otherwise payable thereunder shall be payable notwithstanding (i) any act or
      omission of Landlord, Tenant or any other Person which might, absent such
      provision, result in a forfeiture of all or a part of such insurance payment,
      or
      (ii) the occupation or use of any of the Leased Premises for purposes more
      hazardous than permitted by the provisions of such policy.

    


    (d)     Tenant
      shall pay as they become due all premiums for the insurance required by this
      Paragraph
      14,
      shall
      renew or replace each policy, and shall deliver to Landlord and each Lender
      (whose name and address Landlord shall provide to Tenant) a certificate or
      other
      evidence (reasonably satisfactory to Lender and Landlord) of the existing policy
      and such renewal or replacement policy at least thirty days prior to the
      Insurance Expiration Date of each policy. Each such policy shall be renewable
      not more frequently than every six months and shall provide that it shall not
      expire until the Landlord and Lender shall receive a notice from the insurer
      to
      the effect that such policy will expire on the Insurance Expiration Date, as
      set
      forth in such notice, which shall be thirty (30) days following the date of
      the
      receipt by Landlord and Lender of such notice. In the event of Tenant’s failure
      to comply with any of the foregoing requirements of this Paragraph
      14
      within
      five (5) business days of the giving of written notice by Landlord to Tenant,
      Landlord shall be entitled to procure such insurance. Any sums expended by
      Landlord in procuring such insurance shall be Additional Rent and shall be
      repaid by Tenant, together with interest thereon at the Default Rate, from
      the
      time of payment by Landlord until fully paid by Tenant immediately upon written
      demand therefor by Landlord.

    


    (e)     Anything
      in this Paragraph
      14
      to the
      contrary notwithstanding, any insurance which Tenant is required to obtain
      pursuant to Paragraph
      14(a)
      may be
      carried under a “blanket” policy or policies covering other properties or
      liabilities of Tenant, provided that such “blanket” policy or policies otherwise
      comply with the provisions of this Paragraph
      14.
      In the
      event any such insurance is carried under a blanket policy, Tenant shall deliver
      to Landlord and Lender evidence of the issuance and effectiveness of the policy,
      the amount and character of the coverage with respect to the Leased Premises
      and
      the presence in the policy of provisions of the character required in the above
      sections of this Paragraph
      14.
      No
      deductible under any insurance required pursuant to this Paragraph
      14
      shall
      exceed $25,000.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (f)     In
      the
      event of any casualty loss exceeding $100,000, Tenant shall give Landlord
      immediate notice thereof. Tenant shall adjust, collect and compromise any and
      all claims, with the consent of Lender and Landlord, not to be unreasonably
      withheld or delayed, and Landlord and Lender shall have the right to join with
      Tenant therein. If the estimated cost of Restoration or repair shall be One
      Hundred Thousand ($100,000.00) Dollars or less, all proceeds of any insurance
      required under clauses
      (i)
      and
(iv)
      (and (v)
      if requested by Lender) of Paragraph 14(a)
      shall be
      payable to Tenant, provided that no Event of Default then exists hereunder,
      and
      in all other events to a Trustee. If the Leased Premises shall be covered by
      a
      Mortgage, Lender, if it so desires, shall be the Trustee. Each insurer is hereby
      authorized and directed to make payment under said policies directly to such
      Trustee instead of to Landlord and Tenant jointly; and Tenant and Landlord
      each
      hereby appoints such Trustee as its attorney-in-fact to endorse any draft
      therefor for the purposes set forth in this Lease. In the event of any casualty
      (whether or not insured against) resulting in damage to the Leased Premises
      or
      any part thereof, the Term shall nevertheless continue and there shall be no
      abatement or reduction of Basic Rent, Additional Rent or any other sums payable
      by Tenant hereunder. The Net Proceeds of such insurance payment shall be
      retained by the Trustee and, promptly after such casualty, Tenant, as required
      in Paragraphs
      11(a)
      and
12,
      shall
      commence and diligently continue to perform the Restoration to the Leased
      Premises. Upon payment to the Trustee of such Net Proceeds, the Trustee shall,
      to the extent available, make the Net Proceeds available to Tenant for
      restoration, in accordance with the provisions of Paragraph
      15.
      Subject
      to Paragraph
      14(g),
      Tenant
      shall, whether or not the Net Proceeds are sufficient for the purpose, promptly
      repair or replace the Improvements and Fixtures in accordance with the
      provisions of Paragraph
      11(a)
      and the
      Net Proceeds of such loss shall thereupon be payable to Tenant, subject to
      the
      provisions of Paragraph
      15.
      In the
      event that any damage or destruction shall occur at such time as Tenant shall
      not have maintained third-party insurance in accordance with Paragraph
      14(a),
      Tenant
      shall pay to the Trustee Tenant’s Insurance Payment, unless the estimated cost
      of Restoration is $100,000 or less, in which event Tenant may retain and use
      Tenant’s Insurance Payment to pay for restoration of the Leased Premises
      .

    


    (g)     (i)      If
      a
      casualty occurs during the last twelve (12) months of the Initial Term or any
      Renewal Term which casualty results in the total loss of the Improvements,
      then
      Tenant may, not later than ninety (90) days after such casualty has occurred,
      serve a Tenant’s Termination Notice upon Landlord.

    


    (ii)     In
      the
      event that Tenant shall serve a Tenant’s Termination Notice upon Landlord
      pursuant to paragraph
      (i),
      this
      Lease and the Term hereof shall terminate on the Termination Date specified
      in
      the Tenant’s Termination Notice; and in such event
      Tenant
      shall have no obligation to commence or complete the Restoration and
      all of
      the insurance proceeds (or Tenant’s Insurance Payment, as applicable) payable in
      connection with the casualty shall be paid to Landlord. From and after the
      Termination Date specified in the Tenant’s Termination Notice, Tenant shall have
      no further obligation to pay Basic Rent, Additional Rent or any other sums
      otherwise payable by Tenant hereunder except with respect to those provisions
      of
      this Lease that expressly survive termination.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    15.     Restoration.
      The
      Restoration Fund shall be disbursed by the Trustee in accordance with the
      following conditions:

    


    (a)     If
      the
      cost of Restoration will exceed $100,000, prior to commencement of the
      Restoration the architects, general contractor(s), and plans and specifications
      for the Restoration shall be approved by Landlord, which approval shall not
      be
      unreasonably withheld or delayed; and which approval shall be granted to the
      extent that the plans and specifications depict a Restoration which is
      substantially similar to the Improvements and Fixtures which existed prior
      to
      the occurrence of the casualty or Taking, whichever is applicable.

    


    (b)     At
      the
      time of any disbursement, no Event of Default shall exist and no mechanics’ or
      materialmen’s Liens shall have been filed and remain undischarged or
      unbonded.

    


    (c)     Disbursements
      shall be made from time to time in an amount not exceeding the hard and soft
      cost of the work and costs incurred since the last disbursement upon receipt
      of
      (1) satisfactory evidence, including architects’ certificates of the stage of
      completion, of the estimated cost of completion and of performance of the work
      to date in a good and workmanlike manner in accordance with the contracts,
      plans
      and specifications, (2) partial releases of Liens, and (3) other reasonable
      evidence of cost and payment so that Landlord can verify that the amounts
      disbursed from time to time are represented by work that is completed in place
      or delivered to the site and free and clear of mechanics’ Lien
      claims.

    


    (d)     Each
      request for disbursement shall be accompanied by a certificate of Tenant
      describing the work, materials or other costs or expenses, for which payment
      is
      requested, stating the cost incurred in connection therewith and stating that
      Tenant has not previously received payment for such work or expense and the
      certificate to be delivered by Tenant upon completion of the work shall, in
      addition, state that the work has been substantially completed and complies
      with
      the applicable requirements of this Lease.

    


    (e)     The
      Trustee may retain up to ten percent (10%) of the Restoration Fund until the
      Restoration is at least fifty percent (50%) complete, and thereafter up to
      five
      percent (5%) until the Restoration is substantially complete.

    


    (f)     The
      Restoration Fund shall be kept in a separate interest-bearing federally insured
      account by the Trustee or by Lender.
      All
      interest accrued on the Restoration Fund shall become a part of the Restoration
      Fund.

    


    (g)     At
      all
      times the undisbursed balance of the Restoration Fund held by Trustee plus
      any
      funds contributed thereto by Tenant, at its option, shall be not less than
      the
      cost of completing the Restoration, free and clear of all
      Liens.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (h)     In
      addition, prior to commencement of Restoration and at any time during
      Restoration, if the estimated cost of Restoration, as reasonably determined
      by
      Landlord, exceeds the amount of the Net Proceeds, the Restoration Award and
      Tenant Insurance Payment available for such Restoration, Tenant shall fund,
      at
      its own expense, the costs of such Restoration until the remaining Restoration
      Fund is sufficient for the completion of the Restoration. Any sum in the
      Restoration Fund which remains in the Restoration Fund upon the completion
      of
      Restoration shall be paid to Tenant. For purposes of determining the source
      of
      funds with respect to the disposition of funds remaining after the completion
      of
      Restoration, the Net Proceeds or the Restoration Award shall be deemed to be
      disbursed prior to any amount added by Tenant.

    


    16.     Subordination
      to Financing. 

    


    (a)     (i)      Subject
      to the provisions of Paragraph
      16(a)(ii),
      Tenant
      agrees that this Lease shall at all times be subject and subordinate to the
      Lien
      of any Mortgage, and Tenant agrees, upon demand, without cost, to execute
      instruments as may be reasonably required to further effectuate or confirm
      such
      subordination.

    


    (ii)     Except
      as
      expressly provided in this Lease by reason of the occurrence of an Event of
      Default, and
      as a
      condition to the subordination described in Paragraph
      16(a)(i)
      above,
Tenant’s
      tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated
      or otherwise adversely affected, nor shall this Lease be affected, by
the
      existence of, or any
      default under,
      any
      Mortgage, and in the event of a foreclosure or other enforcement of any
      Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall
      be bound to Tenant for the Term of this Lease and any Renewal Term, the rights
      of Tenant under this Lease shall expressly survive, and this Lease shall in
      all
      respects continue in full force and effect so long as no Event of Default has
      occurred and is continuing. Tenant shall not be named as a party defendant
      in
      any such foreclosure suit, except as may be required by law. Any Mortgage to
      which this Lease is now or hereafter subordinate shall provide, in effect,
      that
      during the time this Lease is in force insurance proceeds and any Restoration
      Award shall be permitted to be used for restoration in accordance with the
      provisions of this Lease. 

    


    (b)     Notwithstanding
      the provisions of Paragraph
      16(a),
      the
      holder of any Mortgage to which this Lease is subject and subordinate shall
      have
      the right, at its sole option, at any time, to subordinate and subject the
      Mortgage, in whole or in part, to this Lease by recording a unilateral
      declaration to such effect, provided
      that
      such holder shall have agreed that during the time this Lease is in force any
      insurance proceeds and any Restoration Award shall be permitted to be used
      for
      Restoration in accordance with the provisions of this Lease.

    


    (c)     At
      any
      time prior to the expiration of the Term, Tenant agrees, at the election and
      upon demand of any owner of the Leased Premises, or of a Lender who has granted
      non-disturbance to Tenant pursuant to Paragraph
      16(a)
      above,
      to attorn, from time to time, to any such owner or Lender, upon the terms and
      conditions of this Lease, for the remainder of the Term. The provisions of
      this
Paragraph
      16(c)
      shall
      inure to the benefit of any such owner or Lender, shall apply notwithstanding
      that, as a matter of law, this Lease may terminate upon the foreclosure of
      the
      Mortgage, shall be self-operative upon any such demand, and no further
      instrument shall be required to give effect to said provisions.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    (d)     Each
      of
      Tenant, Landlord and Lender agrees that, if requested by any of the others,
      each
      shall, without charge, enter into a Subordination, Non-Disturbance and
      Attornment Agreement in substantially the form attached hereto as Exhibit
      E
      and
      Tenant hereby agrees for the benefit of any
      Lender
      whose
      name and address have been provided to Tenant
      that
      Tenant will not, (i) without in each case securing the prior written consent
      of
such
      Lender,
      amend or modify this Lease or enter into any agreement with Landlord so to
      do,
      (ii) without the prior written consent of such
      Lender
      which may be withheld in its
      sole
      discretion, cancel or surrender or seek to cancel or surrender the Term hereof,
      or enter into any agreement with Landlord to do so (the parties agreeing that
      the foregoing shall not be construed to affect the rights or obligations of
      Tenant, Landlord or Lender with respect to any termination permitted under
      the
      express terms hereof in connection with certain events of condemnation
or
      casualty as
      provided in Paragraph
      13
      or
Paragraph
      14),
      or (c)
      pay any installment of Basic Rent more than one (1) month in advance of the
      due
      date thereof or otherwise than in the manner provided for in this
      Lease.

    


    (e)     If
      any
      Person providing financing of Tenant’s personal property requires that Tenant
      obtain a landlord’s waiver from Landlord, Landlord shall execute and deliver a
      waiver substantially in the form attached hereto as Exhibit
      D,
      promptly after Tenant’s request therefor, provided that Tenant pay, or reimburse
      Landlord for, all reasonable costs and expenses, including reasonable attorneys’
fees, incurred by Landlord in connection with such waiver.

    


    17.     Assignment,
      Subleasing. 

    


    (a)     Tenant
      may assign its interest in this Lease to any Subsidiary of Lease Guarantor
      and
      may sublet the Leased Premises in whole or in part, from time to time, without
      the consent of Landlord. Except for any right to place a Lien on its personal
      property, Tenant shall have no rights to mortgage or otherwise hypothecate
      its
      leasehold interest under this Lease. 

    


    (b)     Each
      sublease of the Leased Premises or any part thereof shall (i) be subject and
      subordinate to the provisions of this Lease, (ii) terminate on or prior to
      the
      Expiration Date, (iii) provide for rent payable monthly in advance and (iv)
      not
      permit payment of rent more than one month in advance. No assignment or sublease
      shall (i) affect or reduce any of the obligations of Tenant hereunder, and all
      such obligations shall continue in full force and effect as obligations of
      a
      principal and not as obligations of a guarantor, as if no assignment or sublease
      had been made or (ii) be to a tenant that would render the Leased Premises
      or
      any portion thereof a “tax-exempt use property” within the meaning of Section
      168(h) of the Code or otherwise result in any adverse tax effect on Landlord.
      Notwithstanding any assignment or subletting, Tenant shall continue to remain
      primarily liable and responsible for the payment of the Basic Rent and
      Additional Rent and the performance of all its other obligations under this
      Lease. No assignment or sublease shall impose any obligations on Landlord under
      this Lease except as otherwise provided in this Lease. Tenant agrees that in
      the
      case of an assignment of this Lease, Tenant shall, within fifteen (15) days
      after the execution and delivery of any such assignment, deliver to Landlord
      (i)
      a duplicate original of such assignment in recordable form and (ii) an agreement
      executed and acknowledged by the assignee in recordable form wherein the
      assignee shall agree to assume and agree to observe and perform all of the
      terms
      and provisions of this Lease on the part of the Tenant to be observed and
      performed from and after the date of such assignment. In the case of a sublease,
      Tenant shall, within fifteen (15) days after the execution and delivery of
      such
      sublease, deliver to Landlord a duplicate original of such
      sublease.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (c)     In
      the
      event this Lease is terminated following the occurrence of an Event of Default,
      Landlord shall have the right to collect and enjoy all rents and other sums
      of
      money payable under any sublease of any of the Leased Premises, and, upon such
      event, Tenant shall be deemed to have irrevocably and unconditionally assigned
      such rents and money to Landlord.

    


    18.     Permitted
      Contests. 

    


    (a)     So
      long
      as no Event of Default has occurred and is continuing, after prior written
      notice to Landlord, Tenant shall not be required to (i) pay any Imposition,
      (ii)
      comply with any Legal Requirement, (iii) discharge or remove any Lien referred
      to in Paragraph
      9
      or
12,
      or (iv)
      take any action with respect to any violation referred to in Paragraph
      11(b)
      so long
      as Tenant shall contest, in good faith and at its expense, the existence, the
      amount or the validity thereof, the amount of the damages caused thereby, or
      the
      extent of its or Landlord’s liability therefor, by appropriate proceedings which
      shall operate during the pendency thereof to prevent (A) the collection of,
      or
      other realization upon, the Imposition or Lien so contested, (B) the sale,
      forfeiture or loss of any of the Leased Premises, any Basic Rent or any
      Additional Rent to satisfy the same or to pay any damages caused by the
      violation of any such Legal Requirement or by any such violation, (C) any
      interference with the use or occupancy of any of the Leased Premises, (D) any
      interference with the payment of any Basic Rent or any Additional
      Rent,
      and
      (E) the
      cancellation of any fire or other insurance policy.

    


    (b)     In
      no
      event shall Tenant pursue any contest with respect to any Imposition, Legal
      Requirement, Lien, or violation, referred to above in such manner that exposes
      Landlord or Lender to (i) criminal liability, penalty or sanction, (ii) any
      civil liability, penalty or sanction for which Tenant has not made provisions
      reasonably acceptable to Landlord and Lender or (iii) defeasance of its interest
      (including the subordination of the Lien of any Mortgage to a Lien to which
      such
      Mortgage is not otherwise subordinate prior to such contest) in the Leased
      Premises.

    


    (c)     Tenant
      agrees that each such contest shall be promptly and diligently prosecuted to
      a
      final conclusion, except that Tenant shall have the right to attempt to settle
      or compromise such contest through negotiations. Tenant shall pay and save
      Landlord harmless against any and all losses, judgments, decrees and costs
      (including all attorneys’ fees and expenses) in connection with any such contest
      and shall, promptly after the final determination of such contest, fully pay
      and
      discharge the amounts which shall be levied, assessed, charged or imposed or
      be
      determined to be payable therein or in connection therewith, together with
      all
      penalties, fines, interest, costs and expenses thereof or in connection
      therewith, and perform all acts the performance of which shall be ordered or
      decreed as a result thereof.

    


    19.     Conditional
      Limitations; Default Provisions. 

    


    (a)     If
      any
      Event of Default shall have occurred, Landlord shall have the right at its
      option, then or at any time thereafter, to do any one or more of the following
      without demand upon or notice to Tenant:


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    (i)     Landlord
      may give Tenant notice of Landlord’s intention to terminate this Lease on a date
      specified in such notice (which date shall be no sooner than ten (10) days
      after
      the date of the notice). Upon the date therein specified the Term and the estate
      hereby granted and all rights of Tenant hereunder shall expire and terminate
      as
      if such date were the date hereinabove fixed for the expiration of the Term,
      but
      Tenant shall remain liable for all its obligations hereunder through the date
      hereinabove fixed for the expiration of the Term, including its liability for
      Basic Rent and Additional Rent as hereinafter provided.

    


    (ii)     Landlord
      may, whether or not the Term of this Lease shall have been terminated pursuant
      to clause
      (i)
      above
      give Tenant notice to surrender the Leased Premises to Landlord on a date
      specified in such notice (which date shall be no sooner than ten (10) days
      after
      the date of the notice), at which time Tenant shall surrender and deliver
      possession of the Leased Premises to Landlord. Upon or at any time after taking
      possession of the Leased Premises, Landlord may remove any persons or property
      therefrom. Landlord shall be under no liability for or by reason of any such
      entry, repossession or removal. No such entry or repossession shall be construed
      as an election by Landlord to terminate this Lease unless Landlord gives a
      written notice of such intention to Tenant pursuant to clause
      (i)
      above.

    


    (iii)     After
      repossession of any of the Leased Premises pursuant to clause
      (ii)
      above,
      whether or not this Lease shall have been terminated pursuant to clause
      (i)
      above,
      Landlord may relet the Leased Premises or any part thereof to such tenant or
      tenants for such term or terms (which may be greater or less than the period
      which would otherwise have constituted the balance of the Term) for such rent,
      on such conditions (which may include concessions or free rent) and for such
      uses as Landlord, in its sole discretion, may determine; and Landlord shall
      collect and receive any rents payable by reason of such reletting. The rents
      received on such reletting shall be applied (A) first to the reasonable and
      actual expenses of such reletting and collection, including without limitation
      necessary renovation and alterations of the Leased Premises, reasonable and
      actual attorneys’ fees and any reasonable and actual advertising costs and real
      estate commissions paid, and (B) thereafter toward payment of all sums due
      or to
      become due to Landlord hereunder. If a sufficient amount to pay such expenses
      and sums shall not be realized or secured, then Tenant shall pay Landlord any
      such deficiency monthly, and Landlord may bring an action therefor as such
      monthly deficiency shall arise. Landlord shall not, in any event, be required
      to
      pay Tenant any sums received by Landlord on a reletting of the Leased Premises
      in excess of the rent provided in this Lease, but such excess shall reduce
      any
      accrued present or future obligations of Tenant hereunder. Landlord’s re-entry
      and reletting of the Leased Premises without termination of this Lease shall
      not
      preclude Landlord from subsequently terminating this Lease as set forth above.
      Landlord may make such Alterations as Landlord in its reasonable discretion
      may
      deem advisable. Tenant agrees to pay Landlord, as Additional Rent, immediately
      upon demand, all reasonable expenses incurred by Landlord in obtaining
      possession, in performing Alterations and in reletting any of the Leased
      Premises, including fees and commissions of attorneys, architects, agents and
      brokers, to the extent such expenses are not paid by the new
      tenant.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    (iv)     If
      Tenant
      shall fail to make payment of any installment of Basic Rent or any Additional
      Rent within five (5) days after the date when each such payment is due, Tenant
      shall pay to Landlord, as Additional Rent, interest on the unpaid amount of
      Basic Rent or Additional Rent, at the Default Rate, such interest to accrue
      from
      the date such item of unpaid Basic Rent or Additional Rent was due until the
      date paid.

    


    (v)     Landlord
      may exercise any other right or remedy now or hereafter existing by law or
      in
      equity.

    


    (b)     In
      the
      event of any expiration or termination of this Lease or repossession of any
      of
      the Leased Premises by reason of the occurrence of an Event of Default, Tenant
      shall pay to Landlord all then accrued and unpaid Basic Rent and Additional
      Rent
      and, as liquidated damages, on the same schedule as if no such expiration,
      termination or repossession had occurred, Basic Rent, Additional Rent and all
      other sums required to be paid by Tenant through what would have been the Term
      in the absence of such expiration, termination or repossession, less,
      in
      respect of each such payment, the net proceeds of any corresponding payments,
      if
      any, received by Landlord, as a result of its reletting the Leased Premises
      pursuant to Paragraph
      19(a)(iii),
      after
      deducting from such proceeds all of Landlord’s reasonable expenses in connection
      with such reletting (including all reasonable repossession costs, brokerage
      commissions, legal expenses, attorneys’ fees, employees’ expenses, costs of
      Alteration and expenses of preparation for reletting). Tenant hereby agrees
      to
      be and remain liable for all sums aforesaid and Landlord may recover such
      damages from Tenant and institute and maintain successive actions or legal
      proceedings against Tenant for the recovery of such damages. Nothing herein
      contained shall be deemed to require Landlord to wait to begin such action
      or
      other legal proceedings until the date when the Term would have expired by
      limitation had there been no such Event of Default.

    


    (c)     At
      any
      time after such expiration or sooner termination of this Lease pursuant to
      Paragraph
      19
      or
      pursuant to law or if Landlord shall have reentered the Leased Premises, as
      the
      case may be, as an alternative to the remedy set forth in Section
      19(b),
      Landlord shall be entitled to recover from Tenant and Tenant shall pay to
      Landlord, on demand, as and for liquidated and agreed final damages for Tenant’s
      default, the amount by which the Basic Rent, and all Additional Rent reserved
      hereunder for the unexpired portion of the Term, discounted to present worth
      at
      the annual rate of 8.22% exceeds the then fair and reasonable rental value
      of
      the Leased Premises for the same period, discounted to present worth at the
      annual rate of 8.22%, minus any such monthly deficiencies previously recovered
      from Tenant under Paragraph
      19(a)(iii).
      If any
      statute or rule of law governing a proceeding in which such liquidated final
      damages provided for in this Paragraph
      19(c)
      are to
      be proved shall validly limit the amount thereof to an amount less than the
      amount above agreed upon, Landlord shall be entitled to the maximum amount
      allowable under such statute or rule of law.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    20.     Additional
      Rights of Landlord and Tenant. 

    


    (a)     No
      right
      or remedy conferred upon or reserved to Landlord in this Lease is intended
      to be
      exclusive of any other right or remedy; and each and every right and remedy
      shall be cumulative and in addition to any other right or remedy contained
      in
      this Lease. No delay or failure by Landlord or Tenant to enforce its rights
      under this Lease shall be construed as a waiver, modification or relinquishment
      thereof. In addition to the other remedies provided in this Lease, Landlord
      and
      Tenant shall be entitled, to the extent permitted by applicable law, to
      injunctive relief in case of the violation or attempted or threatened violation
      of any of the provisions of this Lease, or to specific performance of any of
      the
      provisions of this Lease.

    


    (b)     Tenant
      hereby waives and surrenders for itself and all those claiming under it,
      including creditors of all kinds, any right and privilege which it or any of
      them may have under any present or future law to redeem any of the Leased
      Premises or to have a continuance of this Lease after termination of this Lease
      or of Tenant’s right of occupancy or possession pursuant to any court order or
      any provision hereof.

    


    (c)     Landlord
      hereby waives any right to distrain or levy upon Trade Fixtures or any property
      of Tenant and any Landlord’s Lien or similar Lien upon Trade Fixtures and any
      other property of Tenant regardless of whether such Lien is created or
      otherwise. 

    


    (d)     Landlord
      acknowledges and agrees in the future to acknowledge (in a written form
      reasonably satisfactory to Tenant and Landlord) to such persons and entities
      at
      such times and for such purposes as Tenant may reasonably request that the
      Trade
      Fixtures are Tenant’s property and not part of the Improvements (regardless of
      whether or to what extent such Trade Fixtures are affixed to the Improvements)
      or otherwise subject to the terms of this Lease.

    


    (e)     Tenant
      agrees to pay to Landlord any and all reasonable costs and expenses incurred
      by
      Landlord in connection with any litigation or other action instituted by
      Landlord to enforce the obligations of Tenant under this Lease, to the extent
      that Landlord has prevailed in any such litigation or other action. Any amount
      payable by Tenant to Landlord pursuant to this Paragraph
      20(e)
      shall be
      due and payable by Tenant to Landlord as Additional Rent within thirty (30)
      days
      after a final, non-appealable judgment or decision is rendered in favor of
      Landlord, or a settlement is entered into, in connection with such litigation
      or
      other action.

    


    (f)     Landlord
      agrees to pay to Tenant any and all reasonable costs and expenses incurred
      by
      Tenant in connection with any litigation or other action instituted by Tenant
      to
      enforce the obligations of Landlord under this Lease, to the extent that Tenant
      has prevailed in any such litigation or other action. Any amount payable by
      Landlord to Tenant pursuant to this Paragraph
      20(f)
      shall be
      due and payable within thirty (30) days after a final, non-appealable judgment
      or decision is rendered in favor of Tenant in such litigation or other
      action.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    21.     Notices.
      All
      Notices shall be in writing and shall be deemed to have been given for all
      purposes (i) three (3) days after having been sent by United States mail, by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to the other party at its address as stated below, or (ii) one (1)
      day
      after having been sent for overnight delivery by Federal Express, United Parcel
      Service or other nationally recognized air courier service.

    


    To
      the
      Addresses stated below:

     

    
      	 	
              If
                to Landlord:

            
	 	 	 
	 	 	
              c/o
                SunTrust Equity Funding, LLC

            
	 	 	
              303
                Peachtree Street, 24th
                Floor

            
	 	 	
              MC
                3951

            
	 	 	
              Atlanta,
                Georgia 30308

            
	 	 	
              Attention:
                Allison
                McLeod

            
	 	 	
              Facsimile:
                (404) 230-1344

            
	 	 	 
	 	
              With
                a copy to:

            
	 	 	 
	 	 	
              Greenberg
                Traurig, LLP

            
	 	 	
              77
                West Wacker Drive, Suite 2500

            
	 	 	
              Chicago,
                Illinois 60601

            
	 	 	
              Attention:
                Julia R. Sarron

            
	 	 	
              Facsimile:
                (312) 899-0396

            
	 	 	 
	 	
              If
                to Tenant:

            
	 	 	 
	 	 	
              Covenant
                Transport, Inc

            
	 	 	
              400
                Birmingham Highway

            
	 	 	
              Chattanooga,
                Tennessee 37419

            
	 	 	
              Attention:
                Joey B. Hogan

            
	 	 	
              Facsimile:
                (423) 821-5442

            
	 	 	 
	 	
              With
                a copy to:

            
	 	 	 
	 	 	
              Scudder
                Law Firm, P.C., L.L.O.

            
	 	 	
              411
                S. 13th
                Street

            
	 	 	
              Lincoln,
                Nebraska 68508

            
	 	 	
              Attention:
                Mark Scudder

            
	 	 	
              Facsimile:
                (402) 435-4239

            


    

     

    If
      any
      Lender shall have advised Tenant by Notice in the manner aforesaid that it
      is
      the holder of a Mortgage and states in said Notice its address for the receipt
      of Notices, then simultaneously with the giving of any Notice by Tenant to
      Landlord, Tenant shall send a copy of such Notice to Lender in the manner
      aforesaid. For the purposes of this Paragraph 21,
      any
      party may substitute its address by giving fifteen (15) days’ notice to the
      other party in the manner provided above. Any Notice may be given on behalf
      of
      any party by its counsel.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    22.     Estoppel
      Certificates.
      Landlord
      and Tenant shall at any time and from time to time, upon not less than five
      (5)
      days’ prior written request by the other, execute, acknowledge and deliver to
      the other a statement in writing, in substantially the form of Exhibit C hereto
      certifying (i) that this Lease is unmodified and in full effect (or, if there
      have been modifications, that this Lease is in full effect as modified, setting
      forth such modifications), (ii) the dates to which Basic Rent payable hereunder
      has been paid, (iii) that to the knowledge of the signer of such certificate
      no
      default by either Landlord or Tenant exists hereunder or specifying each such
      default of which the signer may have knowledge, (iv) the remaining Term hereof,
      (v) with respect to a certificate signed on behalf of Tenant, that to the
      knowledge of the signer of such certificate, there are no proceedings pending
      or
      threatened against Tenant before or by any court or administrative agency which
      if adversely decided would materially and adversely affect the financial
      condition and operations of Tenant or if any such proceedings are pending or
      threatened to said signer’s knowledge, specifying and describing the same , and
      (vi) such other matters as may reasonably be requested by the party requesting
      the certificate. It is intended that any such statements may be relied upon
      by
      Lender, the recipient of such statements or their assignees or by any
      prospective purchaser, assignee or subtenant of the Leased Premises or of the
      membership interest in Landlord. Landlord and Tenant agree that the requesting
      party shall be responsible to reimburse the other party for all reasonable
      out-of-pocket expenses incurred by such party in connection with preparing
      and
      delivering the requested estoppel certificate.

    


    23.     Surrender
      and Holding Over. 

    


    (a)     Upon
      the
      expiration or earlier termination of this Lease, Tenant shall peaceably leave
      and surrender the Leased Premises to Landlord. Tenant shall remove from the
      Leased Premises on or prior to such expiration or earlier termination the Trade
      Fixtures and personal property which is owned by Tenant or third parties other
      than Landlord, and Tenant at its expense shall, on or prior to such expiration
      or earlier Termination, repair any damage caused by such removal. Trade Fixtures
      and personal property not so removed at the end of the Term or within thirty
      (30) days after the earlier termination of the Term for any reason whatsoever
      shall become the property of Landlord, and Landlord may thereafter cause such
      property to be removed from the Leased Premises. The cost of removing and
      disposing of such property and repairing any damage to any of the Leased
      Premises caused by such removal shall be borne by Tenant. Landlord shall not
      in
      any manner or to any extent be obligated to reimburse Tenant for any property
      which becomes the property of Landlord as a result of such expiration or earlier
      termination.

    


    (b)     Any
      holding over by Tenant of the Leased Premises after the expiration or earlier
      termination of the Term of this Lease or any extensions thereof, with the
      consent of Landlord, shall operate and be construed as tenancy from month to
      month only, at one hundred twenty-five percent (125%) of the Basic Rent reserved
      herein and upon the same terms and conditions as contained in this Lease.
      Notwithstanding the foregoing, any holding over without Landlord’s consent shall
      entitle Landlord, in addition to collecting Basic Rent at a rate of one hundred
      twenty-five percent (125%) thereof, to exercise all rights and remedies provided
      by law or in equity, including the remedies of Paragraph
      19(b).


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    24.     No
      Merger of Title.
      There
      shall be no merger of this Lease nor of the leasehold estate created by this
      Lease with the fee estate in or ownership of any of the Leased Premises by
      reason of the fact that the same person, corporation, firm or other entity
      may
      acquire or hold or own, directly or indirectly, (a) this Lease or the leasehold
      estate created by this Lease or any interest in this Lease or in such leasehold
      estate and (b) the fee estate or ownership of any of the Leased Premises or
      any
      interest in such fee estate or ownership. No such merger shall occur unless
      and
      until all Persons, corporations, firms and other entities having any interest
      in
      (i) this Lease or the leasehold estate created by this Lease and (ii) the fee
      estate in or ownership of the Leased Premises or any part thereof sought to
      be
      merged shall join in a written instrument effecting such merger and shall duly
      record the same.

    


    25.     Definition
      of Landlord. 

    


    (a)     Anything
      contained herein to the contrary notwithstanding, any claim based on or in
      respect of any liability of Landlord under this Lease shall be enforced only
      against the Landlord’s interest in the Leased Premises and shall not be enforced
      against the Landlord, or any member, beneficiary or shareholder of Landlord,
      individually or personally.

    


    (b)     The
      term
“Landlord”
as
      used
      in this Lease so far as covenants or obligations on the part of Landlord are
      concerned, shall be limited to mean and include only the owner or owners of
      the
      Leased Premises or holder of the Mortgage in possession at the time in question
      of the Leased Premises and in the event of any transfer or transfers of the
      title of the Leased Premises, the Landlord herein named (and in case of any
      subsequent transfers or conveyances, the then grantor) shall be automatically
      freed and relieved from and after the date of such transfer and conveyance
      of
      all personal liability as respects the performance of any covenants or
      obligations on the part of Landlord contained in this Lease thereafter to be
      performed.

    


    26.     Hazardous
      Substances. 

    


    (a)     Tenant
      agrees that it will not on, about, or under the Leased Premises, make, store,
      release, treat or dispose of any Hazardous Materials; but the foregoing shall
      not prevent the use,
      storage
      or existence
      of any
      hazardous substances in the ordinary course of Tenant’s business in accordance
      with applicable laws and regulations and at levels that do not impose any clean
      up liability or obligation. Tenant agrees that it will at all times comply
      with
      all Environmental Laws.

    


    (b)     To
      the
      extent required by any Environmental Laws, Tenant shall remove any Hazardous
      Materials whether now or hereafter existing on the Leased Premises and whether
      or not arising out of or in any manner connected with Tenant’s occupancy of the
      Leased Premises during the Term.

    


    (c)     The
      Tenant agrees that it will not install any underground storage tank at the
      Leased Premises without specific, prior written approval from the Landlord.
      


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    27.     Entry
      by Landlord.
      Landlord, Lender and their respective authorized representatives shall have
      the
      right upon reasonable notice (which shall be not less than two (2) Business
      Days
      except in the case of emergency) to enter the Leased Premises at all reasonable
      business hours (and at all other times in the event of an emergency): (a) for
      the purpose of inspecting the same, for the purpose of conducting an
      environmental audit of the Leased Premises or for the purpose of doing any
      work
      under Paragraph 11(c), and may take all such action thereon as may be necessary
      or appropriate for any such purpose (but nothing contained in this Lease or
      otherwise shall create or imply any duty upon the part of Landlord to make
      any
      such inspection or do any such work), and (b) for the purpose of showing the
      Leased Premises to prospective purchasers of the Leased Premises or the
      membership interests in Landlord and mortgagees and, at any time within twelve
      (12) months prior to the expiration of the Term of this Lease, for the purpose
      of showing the same to prospective tenants. No such entry shall constitute
      an
      eviction of Tenant but any such entry shall be done by Landlord in such
      reasonable manner as to minimize any disruption of Tenant’s business
      operation.
      The
      costs and expenses of any such inspection pursuant to clause (b) of this
      Paragraph 27 shall be borne by Landlord or Lender, as the case may
      be.

    


    28.     No
      Usury.
      The
      intention of the parties being to conform strictly to the applicable usury
      laws,
      whenever any provision herein provides for payment by Tenant to Landlord of
      interest at a rate in excess of the legal rate permitted to be charged, such
      rate herein provided to be paid shall be deemed reduced to such legal
      rate.

    


    29.     Financial
      Statements.
      Tenant
      shall submit, or cause Lease Guarantor to submit, to Landlord and Lender, either
      in print or in electronic form, the following financial statements, all of
      which
      must be prepared in accordance with generally accepted accounting principles
      consistently applied: (i) quarterly financial statements for Lease
      Guarantor, within sixty
      (60)
      days
      after the end of each fiscal
      quarter during
      the Term, certified by the chief financial officer or chief accounting officer
      of Lease Guarantor, and (ii) annual financial statements for Lease
      Guarantor, audited by an independent certified public accountant reasonably
      acceptable to Landlord, within one hundred twenty (120) days after the end
      of
      each fiscal year during the Term. In the event that
      Lease
      Guarantor is, or shall become, a publicly listed company and is required to
      file
      quarterly and annual statements with the SEC, then Tenant shall submit, or
      cause
      Lease Guarantor to submit, to Landlord and Lender, when filed with the SEC,
      copies of Lease Guarantor’s forms
      10Q
      and 10K. Notwithstanding the foregoing, Tenant shall not be required to submit
      any such forms or financial statements if on or before the applicable delivery
      date, such financial statements are available on EDGAR or on the Lease
      Guarantor’s website. 

    


    30.     Special
      Tax Indemnity. 

    


    (a)     Tenant
      hereby represents, warrants and covenants to Landlord as follows:
      (i)
      neither the Leased Premises as a whole nor the Fixtures constitutes “limited use
property”
within
      the meaning of Revenue Procedure 2001-28, 2001-19 I.R.B. 1156; (ii) at no time
      during the Term will the Leased Premises or any portion thereof constitute
      “tax-exempt use property” within the meaning of Section 168(h) of the Code in
      effect as of the date of this Lease; (iii) neither Tenant nor any Affiliate
      will
      claim any depreciation or cost recovery deductions after the date hereof with
      respect to the Leased Premises or any portion thereof, or has taken or will
      take
      any other action in connection with filing its or their federal income tax
      returns that would be a primary factor resulting in a Loss or Inclusion (in
      each
      case, as defined in Paragraph
      30(b)
      below);
      (iv) as of the Commencement Date hereof with respect to the Improvements and
      Fixtures, such Leased Premises will not require any improvement, modification
      or
      addition in order to be rendered complete for its intended use by Tenant; and
      (v) all written information supplied, caused to be supplied or to be supplied
      to
      any appraiser by or on behalf of Tenant or any Affiliate of Tenant with respect
      to the Leased Premises or any portion thereof was or will be, as the case may
      be, true and accurate when supplied.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (b)     If,
      by
      reason of any act or omission of Tenant or by any other Person in possession
      of
      the Leased Premises or any portion thereof or by reason of the inaccuracy or
      breach by Tenant of any of the representations, warranties and covenants
      contained in this Paragraph
      30,
      any
      anticipated depreciation deductions are lost, disallowed, eliminated, reduced,
      recaptured, compromised, delayed or otherwise made unavailable to Landlord
      (a
“Loss”)
      or
      Landlord incurs a tax detriment because Landlord is required to include amounts
      in income other than Anticipated Lease Income (an “Inclusion”),
      Tenant shall, upon notice from Landlord promptly pay such Person designated
      by
      Landlord on demand in immediately available funds, as an indemnity an amount
      which, on an After-Tax Basis, shall be equal to the sum of (x) the increase
      in
      federal, state, local and foreign income tax liability for the respective
      taxable year attributable to such Loss or Inclusion plus (y) the amounts of
      interest, penalties and additions to tax (including, without limitation, any
      additions to tax because of underpayment of estimated tax), which are assessed
      against Landlord for such taxable year by the Internal Revenue Service or any
      relevant state, local or foreign taxing authority and which are attributable
      to
      such Loss or Inclusion.

    


    (c)     Landlord
      shall notify Tenant in writing of any actual or proposed claim, adjustment
      or
      other action of any tax authority received by Landlord in writing with respect
      to which Tenant may be required to provide indemnification under this
Paragraph
      30
      (“Proposed
      Adjustment”)
      (but
      failure of Landlord to so notify Tenant shall not relieve Tenant of its
      obligations hereunder except to the extent that Tenant is precluded from any
      contest and actually and materially harmed thereby). If Tenant shall request
      in
      writing within thirty (30) days after Landlord’s notice described above that the
      Proposed Adjustment be contested (or such shorter period in which the Landlord
      may be required to take action), Landlord shall contest the Proposed Adjustment;
      provided,
      however,
      that:
      (i) prior to taking such action, Tenant shall have furnished Landlord with
      an
      opinion of independent tax advisor chosen by Tenant and reasonably acceptable
      to
      Landlord, to the effect that Landlord has a reasonable possibility of success
      in
      contesting the claim; (ii) prior to taking such action, Tenant shall have (A)
      acknowledged its obligation to indemnify Landlord hereunder in the event
      Landlord does not prevail in such contest and (B) agreed to reimburse Landlord
      promptly on demand for (or, if so requested by Landlord, advance) all costs
      and
      expenses that Landlord may incur in connection with contesting such claim,
      including without limitation reasonable attorneys’ and accountants’ fees and
      expenses; (iii) no Event of Default shall exist and be continuing; (iv) Landlord
      shall not be obligated to contest any proposed amount that is less than
      $25,000.00; and (v) Landlord shall in all events control the contest, and Tenant
      shall not have any right to inspect the books and records of Landlord, but
      shall
      have reasonable opportunity to review and comment on portions of documentation,
      protests, memoranda or briefs relating exclusively to a Proposed Adjustment.
      In
      the event Landlord pays the tax claimed and then seeks a refund, Landlord may
      require Tenant to advance funds sufficient to pay the tax that would be
      indemnified by Tenant hereunder if the refund claim were resolved adversely
      to
      Landlord. To the extent the refund claim is successful, the refund received
      from
      the taxing authority and attributable to funds advanced by Tenant shall be
      refunded to Tenant, unless the refund is needed to pay an indemnity.
      Notwithstanding anything to the contrary in this Paragraph
      30(c),
      Landlord may at any time decline to take any further action with respect to
      a
      Proposed Adjustment or may settle any contest without the consent of Tenant;
      provided,
      however,
      that if
      Tenant has complied with all the terms of this Paragraph
      30(c),
      and
      Tenant has reasonably withheld in writing its consent to all or part of such
      assessment or settlement based upon its evaluation of the merits, Tenant will
      not be obligated to indemnify Landlord for the portion of such assessment or
      settlement to which Tenant has reasonably withheld its consent. In the case
      of
      any flow-through entity, “Landlord” shall include the member or other equity
      owners of Landlord required to report the gross or net income of Landlord and/or
      other items of income, expense, deduction and credit with respect thereto,
      and
“Landlord” and the owners thereof shall include the consolidated group of which
      any such Person is a part for income tax purposes.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (d)     Tenant
      (or its designated beneficiary) is authorized and will control the ad valorem
      real property tax valuation process. This includes the right to examine records,
      obtain all tax statements and discuss or appeal any tax assessments to the
      proper authorities. All trim notices and notices of valuation will be either
      sent directly to Tenant from the tax assessor or will be promptly forwarded
      to
      Tenant by Landlord.

    


    (e)     Notwithstanding
      anything herein to the contrary, the provisions of this Paragraph 30
      shall
      survive the earlier termination of this Lease.

    


    31.     Withholdings. 

    


    (a)     Notwithstanding
      anything herein to the contrary, Tenant agrees that each payment of Basic Rent
      and Additional Rent shall be free and clear of, and without deduction for any
      withholdings of any nature whatsoever unless required by Applicable Law. If
      any
      deduction or withholding is required with respect to a payment of Basic Rent
      and/or Additional Rent by Tenant, Tenant shall pay an additional amount such
      that the net amount actually received by the Tax Indemnitee, after deduction
      or
      withholding, will be equal, on an After-Tax Basis, to all such amounts that
      would be received by the Tax Indemnitee if no such deduction or withholding
      had
      been required; provided, that the Tenant shall not be obligated to pay any
      additional amount pursuant to this Paragraph
      31
      if the
      requirement to make such payment is solely due to the failure of a Tax
      Indemnitee to comply with Paragraph
      30(c)
      to
      obtain relief or exemption from such withholding.

    


    (b)     Notwithstanding
      anything herein to the contrary, the provisions of this Paragraph 31
      shall
      survive the earlier termination of this Lease.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    32.     Representations.
      Tenant
      represents and warrants to Landlord and the Lenders as follows:

    


    (a)     Existence
      and Standing.
      Tenant
      is a corporation duly and properly incorporated, validly existing and in good
      standing under the laws of its jurisdiction of incorporation and in the
      jurisdiction where the Leased Premises is located and has all requisite
      authority to conduct its business in each jurisdiction in which its business
      is
      conducted.

    


    (b)     Authorization
      and Validity.
      Tenant
      has the power and authority and legal right to execute and deliver this Lease
      and to perform its obligations hereunder. The execution and delivery by Tenant
      of this Lease and the performance of its obligations hereunder have been duly
      authorized by proper corporate or other proceedings, and this Lease constitutes
      legal, valid and binding obligations of Tenant enforceable against Tenant in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally.

    


    (c)     No
      Conflict.
      The
      execution, delivery and performance by Tenant of this Lease and the transactions
      contemplated hereby do not and will not (i) violate any Law or the
      organizational documents of Tenant or any agreement, indenture or other contract
      to which Tenant is a party or is subject, (ii) result in or require the creation
      or imposition of any Lien whatsoever on the Leased Premises or upon any of
      the
      properties or assets of Tenant, or (iii) require any approval of stockholders
      which has not been obtained and is in full force and effect.

    


    (d)     Governmental
      Consents.
      Except
      as have been made, obtained or given, and are in full force and effect, no
      filing or registration with, consent or approval of, or notice to, with or
      by
      any Governmental Authority, is required to authorize, or is required in
      connection with, the execution, delivery and performance by Tenant of this
      Lease
      or the legality, validity, binding effect or enforceability of this
      Lease.

    


    (e)     Governmental
      Regulation.
      Neither
      Tenant nor any Subsidiary of Tenant is an “investment company” or a company
“controlled” by an “investment company”, within the meaning of the Investment
      Company Act of 1940, as amended.

    


    (f)     Requirements
      of Law.
      Tenant
      and each Subsidiary of Tenant and each Person acting on behalf of any of them
      is
      in compliance with all Legal Requirements applicable to them and their
      respective businesses to the extent the failure to be in such compliance has
      had, or could have, a material adverse effect on Tenant’s financial condition,
      operations, assets or prospects, or Tenant’s ability to perform its obligations
      under this Lease.

    


    (g)     Hazardous
      Materials.
      (i)  To
      the
      best knowledge of Tenant, there are no Hazardous Materials present at, upon,
      under or within the Leased Premises or released or transported to or from the
      Leased Premises (except for Hazardous Materials that are present in the ordinary
      course of Tenant’s business on the Leased Premises in full compliance with all
      Legal Requirements), except as set forth in that certain Phase I Environmental
      Assessment of the Leased Premises obtained by Landlord on or prior to the
      Commencement Date.


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (ii)     No
      governmental actions have been taken or are in process or, to the Tenant’s
      actual knowledge, have been threatened, which could reasonably be expected
      to
      subject the Leased Premises or any Indemnitee to any Claims or Liens under
      any
      Environmental Law which would have a materially adverse effect on such
      Indemnitee or the Leased Premises.

    


    (iii)     Tenant
      has, or will obtain on or before the date required by Law, all environmental
      permits necessary to operate the Leased Premises in accordance with
      Environmental Laws and, to the best knowledge of Tenant, is complying with
      and
      has at all times complied with all such environmental permits.

    


    (iv)     To
      the
      best of Tenant’s knowledge, no material notice, notification, demand, request
      for information, citations, summons, complaint or order has been issued or
      filed
      to or with respect to Tenant, no penalty has been assessed on Tenant and no
      investigation or review is pending or threatened by any Governmental Authority
      or other Person in each case relating to the Leased Premises with respect to
      any
      alleged material violation or liability of Tenant under any Environmental Law.
      To the best of Tenant’s knowledge, no material notice, notification, demand,
      request for information, citations, summons, complaint or order has been issued
      or filed to or with respect to any other Person, no material penalty has been
      assessed on any other Person and no investigation or review is pending or
      threatened by any Governmental Authority or other Person relating to the Leased
      Premises with respect to any alleged material violation or liability under
      any
      Environmental Law by any other Person.

    


    (v)     To
      the
      best of Tenant’s knowledge, the Leased Premises and each portion thereof are
      presently in compliance in all material respects with all Environmental Laws,
      and there are no present or past facts, circumstances, activities, events,
      conditions or occurrences regarding the Leased Premises (including without
      limitation the release or presence of Hazardous Materials) that could reasonably
      be anticipated to (A) form the basis of a material Claim against the Leased
      Premises, any Indemnitee or Tenant, (B) cause the Leased Premises to be subject
      to any restrictions on ownership, occupancy, use or transferability under any
      Environmental Law, (C) require the filing or recording of any notice or
      restriction relating to the presence of Hazardous Materials in the real estate
      records in the county or other appropriate municipality in which the Leased
      Premises is located, or (D) prevent or interfere with the continued operation
      and maintenance of the Leased Premises as contemplated by this
      Lease.

    


    (h)     Leased
      Premises.
      To the
      best of Tenant’s knowledge, the present condition and use of the Leased Premises
      conforms in all material respects with all conditions or requirements of all
      existing permits and approvals issued with respect to the Leased Premises,
      and,
      to the best of Tenant’s knowledge, the present use of each Leased Premises does
      not, in any material respect, violate any Law. To the best of Tenant’s
      knowledge, no material notices, complaints of orders or violation or
      non-compliance have been issued or threatened or contemplated by any
      Governmental Authority with respect to the Leased Premises or any present or
      intended future use thereof. To the best of Tenant’s knowledge, all agreements,
      easements and other rights, public or private, which are necessary to permit
      the
      lawful use and operation of the Leased Premises
      as Tenant intends to use the Leased Premises under this Lease and which are
      necessary to permit the lawful intended use and operation of all presently
      intended utilities, driveways, roads and other means of egress and ingress
      to
      and from the same have been, or will be, obtained and are in full force and
      effect, and Tenant has no knowledge of any pending modification or cancellation
      of any of the same.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    33.     Duty
      of
      First Offer. 

    


    (a)     Except
      in
      transactions consummated prior to the second (2nd)
      anniversary of the Commencement Date, Landlord shall not at any time during
      the
      Term sell or convey or agree to sell or convey the Leased Premises (except
      to
      SunTrust Banks, Inc. or any Affiliate thereof) without first having complied
      with the requirements of this Paragraph
      33.
      Provided that no Event of Default exists or has occurred and is continuing,
      if
      Landlord shall desire to sell or convey the Leased Premises, then Landlord
      shall
      submit a written offer to sell the Leased Premises to Tenant setting forth
      the
      price and terms of such proposed sale (the “Offer”)
      to
      Tenant and shall give Tenant thirty (30) days within which to elect to purchase
      the Leased Premises on the precise terms and conditions of the Offer (except
      that if the Offer shall be in whole or in part for consideration other than
      cash, Tenant shall have the right to pay in cash the fair market value of such
      non-cash consideration). If Tenant elects to so purchase the Leased Premises
      Tenant shall give to Landlord written notice thereof (“Acceptance
      Notice”)
      and
      the closing shall be held within sixty (60) days after the date of the
      Acceptance Notice, whereupon Landlord shall convey the Leased Premises to
      Tenant. At the closing Landlord shall deliver to Tenant a special warranty
      deed
      (or local equivalent), sufficient to convey to Tenant fee simple title to the
      Leased Premises free and clear of all Liens, restrictions and encumbrances,
      except for the Permitted Encumbrances, Liens or encumbrances created, suffered
      or consented to in writing by Tenant or arising by reason of the failure of
      Tenant to have observed or performed any term, covenant or agreement herein
      to
      be observed or performed by Tenant, the Lien of any Impositions then affecting
      the Leased Premises, this Lease and, if the Leased Premises are to be conveyed
      subject to the outstanding balance of the Loan, the Mortgage and all other
      Loan
      documents. In the event Tenant shall elect not to so purchase the Leased
      Premises, Landlord may thereafter sell the Leased Premises to any party without
      offering it to Tenant, provided
      that (i)
      the purchase price shall not be less than 95% of that set forth in the Offer,
      (ii) the material terms of such purchase shall not be substantially more
      favorable to the buyer than those set forth in the Offer and (iii) the purchase
      is consummated within eighteen (18) months after Landlord’s submission of the
      Offer to Tenant.

    


    (b)     Notwithstanding
      anything to the contrary herein, the provisions of this Paragraph 33
      shall
      not apply to (i) any sale or conveyance of the Leased Premises in foreclosure
      sale (or similar proceeding) of a bona-fide mortgage or deed of trust or to
      any
      conveyance in lieu of foreclosure of such a mortgage or deed of trust, or to
      any
      transfer subsequent to a foreclosure sale or deed in lieu thereof in connection
      with the requirements of Standard & Poor’s, Moody’s or any other Rating
      Agencies if the Loan is securitized, (ii) any sale or conveyance of the Leased
      Premises which occurs during the existence of an Event of Default hereunder,
      or
      (iii) any sale, transfer, assignment or pledge of the beneficial ownership
      interest, membership interest, partnership interest or other equity interest
      in
      Landlord, or the change of the manager or other controlling person of the
      Landlord, or any transfer, sale or other disposition of the Leased Premises
      to
      SunTrust Banks, Inc. or any Affiliate thereof.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (c)     If
      Landlord sells the Leased Premises (to Tenant or anyone else) Tenant hereby
      acknowledges and consents as follows: (i) any such sale or conveyance during
      any
      period in which the Loan may not be prepaid or defeased, as the case may be,
      shall be subject to the outstanding balance of the Loan (and the purchase price
      payable to Landlord shall take into account such outstanding balance), and,
      if
      Tenant shall be entitled to, and shall, exercise its rights under this
Paragraph
      33,
      the
      Loan, Note, Mortgage and other Loan documents will be assumed by Tenant, and
      the
      Lien of the Mortgage may not be released during such period; (ii) such sale
      shall be in accordance with and subject to the terms and provisions of the
      Note,
      the Mortgage and the other Loan Documents, whether such purchase contemplates
      the purchase of the Leased Premises subject to the Lien of the Mortgage or
      for a
      release of the Lien of the Mortgage; and (iii) if the Lien of the Mortgage
      is
      not released in connection with such sale of the Leased Premises, Tenant shall
      acquire the Leased Premises through another entity, no merger of title shall
      occur and this Lease and any guaranty of this Lease will remain in full force
      and effect in accordance with their terms.

    


    (d)     If
      Tenant
      shall have agreed to purchase the Leased Premises at a time when the Loan may
      be
      prepaid or defeased, as the case may be, Tenant may purchase the Leased Premises
      for cash free and clear of the Mortgage but only if (i) the cash portion of
      the
      Offer is increased by an amount equal to the principal and interest secured
      by
      the Mortgage, and (ii) Tenant pays (in addition to the purchase price) all
      prepayment premiums or defeasance deposits, yield maintenance amounts,
      satisfaction fees and any and all other sums which become owing as a result
      of
      such prepayment or defeasance, as the case may be; all to the end and effect
      that Landlord will net the same amount as Landlord would have netted had the
      Leased Premises been sold under and subject to the Lien of the
      Mortgage.

    


    34.     Separability.
      Each
      and every covenant and agreement contained in this Lease is, and shall be
      construed to be, a separate and independent covenant and agreement, and the
      breach of any such covenant or agreement by Landlord shall not discharge or
      relieve Tenant from its obligation to perform the same. If any term or provision
      of this Lease or the application thereof to any provision of this Lease or
      the
      application thereof to any Person or circumstances shall to any extent be
      invalid and unenforceable, the remainder of this Lease, or the application
      of
      such term or provision to such Person or circumstances other than those as
      to
      which it is invalid or unenforceable, shall not be affected thereby, and each
      term and provision of this Lease shall be valid and shall be enforced to the
      extent permitted by law.

    


    35.     Miscellaneous. 

    


    (a)     The
      paragraph headings in this Lease are used only for convenience in finding the
      subject matters and are not part of this Lease or to be used in determining
      the
      intent of the parties or otherwise interpreting this Lease.

    


    (b)     As
      used
      in this Lease the singular shall include the plural as the context requires
      and
      the following words and phrases shall have the following meanings: (i)
“including” shall mean “including but not limited to”; (ii) “provisions” shall
      mean “provisions, terms, agreements, covenants and/or conditions”; and (iii)
“obligation” shall mean “obligation, duty, agreement, liability, covenant or
      condition”.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (c)     Any
      act
      which Landlord is permitted to perform under this Lease may be performed at
      any
      time and from time to time by Landlord or any person or entity designated by
      Landlord. Any act which Tenant is required to perform under this Lease shall
      be
      performed at Tenant’s sole cost and expense.

    


    (d)     This
      Lease may be modified, amended, discharged or waived only by an agreement in
      writing
      signed by both
      parties hereto.

    


    (e)     The
      covenants of this Lease shall run with the Land and bind Tenant, the successors
      and assigns of Tenant and all present and subsequent encumbrances and subtenants
      of any of the Leased Premises, and shall inure to the benefit of and bind
      Landlord, its successors and assigns.

    


    (f)     This
      Lease will be simultaneously executed in several counterparts, each of which
      when so executed and delivered shall constitute an original, fully enforceable
      counterpart for all purposes.

    


    (g)     This
      Lease shall be governed by and construed according to the laws of the State
      in
      which the Leased Premises is located.

     

    


     


    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        35

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be executed
      as of the day and year first above written.

     

    
      	 	
              CT
                CHATTANOOGA TN, LLC, as Landlord

            
	 	 	 
	 	
              By:

            	
              SunTrust
                Equity Funding, LLC, its Manager

            
	 	 	 
	 	
              By:

            	  
/s/
              R. Todd Shutley
	 	
              Name:

            	
              R.
                Todd Shutley

            
	 	
              Title:

            	
              Senior
                Vice President and 

              Manager

            


    


    
      
        LEASE
          AGREEMENT

        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    


    
      	 	
              COVENANT
                TRANSPORT, INC., a Tennessee corporation,, as Tenant

            
	 	 	 
	 	
              By:

            	   
/s/
              Joey B. Hogan
	 	
              Name:

            	       
Joey
              B. Hogan
	 	
              Title:

            	       
EVP/CFO


    

    


    


    


    


    


    


    



    
      
        LEASE
          AGREEMENT

        
        

      

      
        S-2

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

    Legal
      Description

     

    


    


    


    


    


    


    Legal
      Description of the Property Omitted

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

    


     

    Basic
      Rent for (i) the period from the Commencement Date to March 31, 2007 shall
      be at
      the annual amount equal to $2,466,000 and (ii) for each subsequent year
      (including during any Renewal Term) shall be at an annual amount equal to the
      sum of (A) the annual Basic Rent for the immediately preceding year plus (B)
      the
      Adjustment Amount for such year. The amount of Basic Rent shall be adjusted
      pursuant to the foregoing sentence as of each April 1st. The “Adjustment
      Amount”
any
      year shall be an amount equal to the annual Basic Rent for the immediately
      preceding year, times
      1%.

    


    The
      Basic
      Rent payable on any Basic Rent Payment Date shall be one-twelfth of the then
      annual rent calculated pursuant to the foregoing paragraph.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      C

    Form
      of Tenant Estoppel

     

    


    


    


    


    


    


    Form
      of Tenant Estoppel Omitted

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

     

     

    EXHIBIT
      D

    Form
      of Landlord
      Waiver


    


    


    


    


     

     

    
Form
      of Landlord Waiver
      Omitted

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      EXHIBIT
        E

      Form
        of Subordination, Non-Disturbance and Attornment Agreement

       

      


      


      


      


      


      


      Form
        of Subordination, Non-Disturbance and Attornment Agreement
        Omitted

    

     

    
       

      

 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
      A

    


    “Additional
      Rent”
shall
      mean all amounts, costs, expenses, liabilities and obligations (including
      Tenant’s obligation to pay any Net Award, Default Rate interest or late charges
      or penalties hereunder) which Tenant is required to pay pursuant to the terms
      of
      this Lease other than Basic Rent.

    


    “Adjoining
      Property”
shall
      mean all sidewalks, curbs, gores and vault spaces adjoining the Leased
      Premises.

    


    “Affiliate”
of
      any
      Person shall mean any other Person directly or indirectly controlling,
      controlled by or under common control with, such Person and shall include,
      if
      such Person is an individual, members of the immediate family of such Person,
      and trusts for the benefit of such individual. For the purposes of this
      definition, the term “control”
      (including the correlative meanings of the terms “controlling”, “controlled by”
and “under common control with”), as used with respect to any Person, shall mean
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management policies of such Person, whether through the
      ownership of voting securities or by contract or otherwise.

    


    “After
      -Tax Basis”
shall
      mean, with respect to any payment received or accrued by any Person, the amount
      of such payment (the “base
      payment”)
      supplemented by a further payment (the “additional
      payment”)
      to
      that Person so that the sum of the base payment plus the additional payment
      shall, after taking into account the amount of all Taxes required to be paid
      by
      such Person in respect of the receipt or accrual of the base payment and the
      additional payment (after any current credits or deductions arising therefrom
      and the timing thereof), be equal to the amount required to be received. Such
      calculations shall be made (a) in the case of entities subject to United States
      Federal income tax, at the highest marginal United States federal, state and
      local income tax rates applicable to individuals or corporations (as the case
      may be) resident or domiciled in the jurisdiction where the recipient of such
      payment is located (or where the recipient indicates such payment will be
      required to be reported, if different); (b) in the case of an organization
      exempt from United States Federal income tax, at the highest marginal United
      States federal, state and local tax rates applicable to unrelated business
      taxable income (or any tax that is a supplement or addition to or substitute
      for
      or in lieu thereof, whether or not expressly so designated), but only if the
      payments with respect to the Leased Premises are subject to such tax or (c)
      if
      Landlord is not a US taxpayer, at Landlord’s actual effective overall tax rate,
      if lower. In the case of any flow-through entity, “Landlord” shall include the
      direct or indirect members or other equity owners of Landlord that are required
      to report the gross or net income of Landlord and/or other items of income,
      expense, deduction and credit with respect thereto, and in the case of any
      entity, “Landlord” and the owners thereof shall include any consolidated,
      combined or unitary group of which Landlord is a part for income tax
      purposes.

    


    “Alteration”
or
      “Alterations”
shall
      mean any or all changes, additions (whether or not adjacent to or abutting
      any
      then existing buildings), expansions (whether or not adjacent to or abutting
      any
      then existing buildings), improvements, reconstructions, removals or
      replacements of any of the Improvements or Fixtures, both interior or exterior,
      and ordinary and extraordinary.


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    “Anticipated
      Lease Income”
shall
      mean the amounts expected to be included in gross income with respect to this
      Lease including only (i) Basic Rent and Additional Rent, (ii) payments as a
      consequence of a sale or other disposition (other than in the case of the
      exercise of remedies after an Event of Default) of the Leased Premises, and
      (iii) an amount received pursuant to the indemnity set forth in Paragraph
      30.

    


    “Applicable
      Laws”
shall
      mean all existing and future applicable laws (including common laws), rules,
      regulations, statutes, treaties, codes, ordinances, permits, certificates,
      orders and licenses of any Governmental Authorities, and applicable judgments,
      decrees, injunctions, writs, orders or like action of any court, arbitrator
      or
      other administrative, judicial or quasi-judicial tribunal or agency of competent
      jurisdiction (including those pertaining to the environment and those pertaining
      to the construction, use or occupancy of the Leased Premises). Applicable Laws
      shall include Environmental Laws.

    


    “Basic
      Rent”
shall
      mean the amounts set forth on Exhibit
      B
      annexed
      to this Lease.

    


    “Basic
      Rent Payment Dates”
      shall
      mean the first day of each calendar month during the Term, or, if such day
      is
      not a Business Day, the next succeeding Business Day.

    


    “Business
      Day”
means
      any day other than a Saturday or a Sunday, or any other day on which banks
      are
      required or authorized to be closed for business in Atlanta, Georgia or
      Chattanooga, Tennessee.

    


    “CERCLA”
shall
      mean the Comprehensive Environmental Response, Compensation and Liability Act,
      as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
      U.S.C. §§ 9601-9657.

    


    “Claims”
shall
      mean Liens (including, without limitation, Lien removal and bonding costs)
      liabilities, obligations, damages, losses, demands, penalties, assessments,
      payments, fines, claims, actions, suits, judgments, settlements, costs, expenses
      and disbursements (including, without limitation, reasonable legal fees and
      expenses and costs of investigation) of any kind and nature
      whatsoever.

    


    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

    


    “Commencement
      Date”
shall
      mean April 3, 2006.

    


    “Condemnation”
      shall
      mean a Taking and/or a Requisition.

    


    “Default
      Rate”
shall
      mean a rate of interest equal to four (4%) percent per annum above the then
      current Prime Rate.

    


    “Easements”
shall
      mean easements, covenants, waivers, approvals or restrictions for utilities,
      parking or other matters as desirable for operation of the Leased Premises
      or
      properties adjacent thereto.


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    “Environmental
      Laws”
shall
      mean and include the Resource Conservation and Recovery Act of 1976 (RCRA),
      42
      U.S.C. §§ 6901-6987, as amended by the Hazardous and Solid Waste Amendments of
      1984, CERCLA, the Hazardous Materials Transportation Act of 1975, 49 U.S.C.
§§
1801-1812, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2671, the Clean
      Air Act, 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and
      Rodenticide Act, 7 U.S.C. §§ 136 et seq and all other federal, state and local
      laws, ordinances, rules, orders, statutes, codes and regulations applicable
      to
      the Leased Premises and (i) relating to the environment, human health or natural
      resources, (ii) regulating, controlling or imposing liability or standards
      of
      conduct concerning Hazardous Materials, or (iii) regulating the clean-up or
      other remediation of the Leased Premises or any portion thereof, as any of
      the
      foregoing may have been amended, supplemented or supplanted from time to
      time.

    


    “Event
      of Default”
shall
      mean the occurrence of any one or more of the following events under this Lease:
      (i) a failure by Tenant to make: (x) any payment of Basic Rent when due and
      such
      failure continues for five (5) or more Business Days, or (y) any payment of
      any
      other sum herein required to be paid by Tenant which continues unremedied for
      a
      period of fifteen (15) Business Days
      after
      written notice thereof is given to Tenant by Landlord or Lender or Lender’s
      designee;
      (ii)
      failure by Tenant to perform and observe, or a violation or breach of, any
      other
      provision in this Lease and such default shall continue for a period of thirty
      (30) days after written notice thereof is given by Landlord or Lender or
      Lender’s designee to Tenant, or if such default is of such a nature that it
      cannot reasonably be cured within such period of thirty (30) days, such period
      shall be extended for such longer time as is reasonably necessary (not to exceed
      360 days in total) provided
      that
      Tenant has commenced to cure such default within said period of thirty (30)
      days
      and is actively, diligently and in good faith proceeding with continuity to
      remedy such default; (iii) any representation or warranty made in this Lease,
      or
      in connection with this Lease, by Tenant is determined by Landlord to have
      been
      false or misleading in any material respect at the time made; (iv) Tenant or
      Lease Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent,
      (B) voluntarily consent to the appointment of a receiver or trustee for itself
      or for any of the Leased Premises, (C) voluntarily file a petition seeking
      relief under the bankruptcy or other similar laws of the United States, any
      state or any jurisdiction, or (D) voluntarily file a general assignment for
      the
      benefit of creditors; (v) a court shall enter an order, judgment or decree
      appointing, with the voluntary consent of Tenant or Lease Guarantor, a receiver
      or trustee for Tenant or Lease Guarantor or for the Leased Premises or approving
      a petition filed against Tenant or Lease Guarantor which seeks relief under
      the
      bankruptcy or other similar laws of the United States or any State, and such
      order, judgment or decree shall remain in force, undischarged or unstayed,
      ninety (90) days after it is entered; (vi) Tenant or Lease Guarantor shall
      in
      any insolvency proceedings be liquidated or dissolved or shall voluntarily
      commence proceedings towards its liquidation or dissolution; (vii) the estate
      or
      interest of Tenant in the Leased Premises shall be levied upon or attached
      in
      any proceeding and such estate or interest is about to be sold or transferred
      or
      such process shall not be vacated or discharged within sixty (60) days after
      such levy or attachment; (viii) Tenant shall be in default under any other
      lease
      of real property with Landlord or with any Affiliate of Landlord or (ix) Lease
      Guarantor defaults in, or repudiates, its obligations under the Lease Guaranty,
      or the Lease Guaranty ceases to be in full force and effect for any
      reason.

     

    “Expiration
      Date”
shall
      mean March 31, 2026.


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    “Fixtures”
shall
      mean all fixtures (except Trade Fixtures), including any components thereof,
      on
      and in respect to the Improvements, including, without limitation, all built-in
      equipment intended to be permanently attached to the Improvements and used
      in
      the operation of the Leased Premises, together with all replacements,
      modifications, alterations and additions thereto.

    


    “Governmental
      Authority”
shall
      mean any federal, state, county, municipal, foreign or other governmental or
      regulatory authority, agency, board, body, instrumentality, court or quasi
      governmental authority (or private entity in lieu thereof).

    


    “Guaranties”
shall
      mean all warranties, guaranties and indemnities, express or implied, and similar
      rights which Landlord may have against any manufacturer, seller, engineer,
      contractor or builder in respect of any of the Leased Premises, including,
      but
      not limited to, any rights and remedies existing under contract or pursuant
      to
      the Uniform Commercial Code.

    


    “Hazardous
      Materials”
shall
      mean all chemicals, petroleum, crude oil or any fraction thereof, hydrocarbons,
      polychlorinated biphenyls (PCBs), asbestos, asbestos-containing materials and/or
      products, urea formaldehyde, or any substances which are classified as
“hazardous” or “toxic” under CERCLA; hazardous waste as defined under the Solid
      Waste Disposal Act, as amended 42 U.S.C. § 6901; air pollutants regulated under
      the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; pollutants as defined
      under the Clean Water Act, as amended, 33 U.S.C. § 1251, et seq., any pesticide
      as defined by Federal Insecticide, Fungicide, and Rodenticide Act, as amended,
      7
      U.S.C. § 136, et seq., any hazardous chemical substance or mixture or imminently
      hazardous substance or mixture regulated by the Toxic Substances Control Act,
      as
      amended, 15 U.S.C. § 2601, et Seq., any substance listed in the United
      States Department of Transportation Table at 45 CFR 172.101; any chemicals
      included in regulations promulgated under the above listed statutes; any
      explosives, radioactive material, and any chemical regulated by state statutes
      similar to the federal statutes listed above and regulations promulgated under
      such state statutes.

    


    “Holder”
shall
      mean, as of any particular date, any holder of a Note.

    


    “Impositions”
shall
      mean, collectively, all taxes of every kind and nature (including real, ad
      valorem, single business, personal property, gross income, transaction
      privilege, franchise, withholding, profits and gross receipts taxes) on or
      with
      respect to the Leased Premises, or the use, lease, ownership or operation
      thereof; all charges and/or taxes for any easement or agreement maintained
      for
      the benefit of the Leased Premises; all general and special assessments, levies,
      permits, inspection and license fees on or with respect to the Leased Premises;
      all water and sewer rents and other utility charges on or with respect to the
      Leased Premises; all ground rents on or with respect to the Leased Premises;
      and
      all other public charges and/or taxes whether of a like or different nature,
      even if unforeseen or extraordinary, imposed or assessed upon or with respect
      to
      the Leased Premises, prior to or during the Term, against Landlord, Tenant
      or
      any of the Leased Premises as a result of or arising in respect of the
      occupancy, leasing, use, maintenance, operation, management, repair or
      possession thereof, or any activity conducted on the Leased Premises, or the
      Basic Rent or Additional Rent, including without limitation, any gross income
      tax, sales tax, occupancy tax or excise tax levied by any governmental body
      on
      or with respect to such Basic Rent or Additional Rent; all payments required
      to
      be made to a governmental or quasi-governmental authority (or private entity
      in
      lieu thereof) that are in lieu of any of the foregoing, whether or not expressly
      so designated; and any penalties, fines, additions or interest thereon or
      additions thereto.


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


     

    “Improvements”
shall
      mean, collectively, the buildings, structures and other improvements on the
      Land.

    


    “Indemnitee”
shall
      mean Landlord, its assignees or other transferees, each Lender, each Holder
      and
      their respective Affiliates and their respective officers, directors, employees,
      agents, representatives, shareholders, members or other equity
      owners.

    


    “Initial
      Term”
shall
      mean the period of time commencing on the Commencement Date and terminating
      on
      the Expiration Date.

    


    “Insurance
      Expiration Date”
shall
      mean, with respect to an insurance policy, the date that such insurance policy
      will expire.

    


    “Insurance
      Requirement”
or
      “Insurance
      Requirements”
shall
      mean, as the case may be, any one or more of the terms of each insurance policy
      required to be carried by Tenant under this Lease and the requirements of the
      issuer of such policy, and whenever Tenant shall be engaged in making any
      Alteration or Alterations, repairs or construction work of any kind
      (collectively, “Work”),
      the
      term “Insurance Requirement” or “Insurance Requirements” shall be deemed to
      include a requirement that Tenant obtain or cause its contractor to obtain
      completed value builder’s risk insurance when the estimated cost of the Work in
      any one instance exceeds the sum of One Hundred Thousand ($100,000.00) Dollars
      and that Tenant or its contractor shall obtain worker’s compensation insurance
      or other adequate insurance coverage covering all persons employed in connection
      with the Work, whether by Tenant, its contractors or subcontractors and with
      respect to whom death or bodily injury claims could be asserted against
      Landlord.

    


    “Land”
shall
      mean the lot(s) or parcel(s) of land described in Exhibit
      A
      attached
      to this Lease and made a part hereof, together with the easements, rights and
      appurtenances thereunto belonging or appertaining.

    


    “Landlord”
shall
      mean CT
      Chattanooga TN, LLC, a
      Delaware limited liability company.

    


    “Law”
shall
      mean any constitution, statute or rule of law.

    


    “Lease”
has
      the
      meaning set forth in the preamble.

    


    “Lease
      Guarantor”
means
      Covenant Transport, Inc., a Nevada corporation.

    


    “Lease
      Guaranty”
means
      the Lease Guaranty, dated as of the date of this Lease, issued by the Lease
      Guarantor.


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    “Leased
      Premises”
shall
      mean, collectively, the Land, the Improvements and the Fixtures.

    


    “Legal
      Requirement”
or
      “Legal
      Requirements”
shall
      mean, as the case may be, any one or more of all present and future laws, codes,
      ordinances, orders, judgments, decrees, injunctions, rules, regulations and
      requirements, even if unforeseen or extraordinary, of every duly constituted
      governmental authority or agency (but excluding those which by their terms
      are
      not applicable to and do not impose any obligation on Tenant, Landlord or the
      Leased Premises) and all covenants, restrictions and conditions now of record
      which may be applicable to Tenant, Landlord (with respect to the Leased
      Premises) or to all or any part of or interest in Leased Premises, or to the
      use, manner of use, occupancy, possession, operation, maintenance, alteration,
      repair or reconstruction of the Leased Premises, even if compliance therewith
      (i) necessitates structural changes or improvements (including changes required
      to comply with the “Americans with Disabilities Act”) or results in interference
      with the use or enjoyment of the Leased Premises or (ii) requires Tenant to
      carry insurance other than as required by the provisions of this
      Lease.

    


    “Lender”
shall
      mean an entity identified as such in writing to Tenant which makes a Loan to
      Landlord, secured by a Mortgage and evidenced by a Note or which is the holder
      of the Mortgage and Note as a result of an assignment thereof.

    


    “Lien”
shall
      mean any Lien, mortgage, pledge, charge, security interest or encumbrance of
      any
      kind, or any type of preferential arrangement that has the practical effect
      of
      creating a security interest, including, without limitation, any thereof arising
      under any conditional sale agreement, capital lease or other title retention
      agreement.

    


    “Loan”
shall
      mean a loan made by a Lender to Landlord secured by a Mortgage and evidenced
      by
      a Note.

    


    “Moody’s”
shall
      mean Moody’s Investors Service, Inc.

    


    “Mortgage”
shall
      mean a first priority mortgage, deed of trust or similar security instrument
      hereafter executed covering the Leased Premises from Landlord to Lender or
      Trustee.

    


    “Net
      Award”
shall
      mean the entire award payable to Landlord by reason of a Condemnation, less
      any
      reasonable expenses incurred by Landlord in collecting such award.

    


    “Net
      Proceeds”
shall
      mean the entire proceeds of any insurance required under clauses (i),
      (iv)
      or
(v)
      of
Paragraph
      14 (a)
      of this
      Lease, less any actual and reasonable expenses incurred by Landlord in
      collecting such proceeds.

    


    “Note”
or
      “Notes”
shall
      mean a Promissory Note or Notes hereafter executed from Landlord to Lender,
      which Note or Notes may be secured by a Mortgage and an assignment of leases
      and
      rents.


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    


    “Notice”
or
      “Notices”
shall
      mean all notices, demands, requests, consents, approvals, offers, statements
      and
      other instruments or communications required or permitted to be given pursuant
      to the provisions of this Lease.

    


    “Permitted
      Encumbrances”
shall
      mean those covenants, restrictions, reservations, Liens, conditions,
      encroachments, easements and other matters of title that affect the Leased
      Premises as of the date of Landlord’s acquisition thereof, excepting, however,
      any such matters arising from the acts of Landlord (such as Liens arising as
      a
      result of judgments against Landlord).

    


    “Person”
shall
      mean an individual, corporation, partnership, joint venture, association,
      joint-stock company, trust, limited liability company, non-incorporated
      organization or government or any agency or political subdivision
      thereof.

    


    “Prime
      Rate”
shall
      mean the prime rate of interest published in The Wall Street Journal or its
      successor, from time to time.

    


    “Rating
      Agency”
or
      “Rating
      Agencies”
shall
      mean, if any, one or more of Standard & Poor’s, Moody’s, Fitch or any other
      rating agency that has rated the Loan, the Mortgage or the REMIC Trust or any
      other trust or entity in which the Loan and the Mortgage have been
      placed.

    


    “REA”
shall
      mean a reciprocal easement agreement or any other agreement or document of
      record now affecting the Leased Premises.

    


    “Release”
shall
      mean the release under applicable Environmental Laws or the threatened release
      of any Hazardous Materials into or upon any land or water or air, or otherwise
      into the environment, including, without limitation, by means of burial,
      disposal, discharge, emission, injection, spillage, leakage, seepage, leaching,
      dumping, pumping, pouting, escaping, emptying, placement and the
      like.

    


    “REMIC”
shall
      mean a “real estate mortgage investment conduit” within the meaning of the
      Code.

    


    “Renewal
      Option Notice”
shall
      mean a written notice from Tenant to Landlord of its election to extend the
      Term
      (or any then Renewal Term) of this Lease pursuant to Paragraph
      5
      of this
      Lease.

    


    “Renewal
      Term”
shall
      mean an additional Lease term of five (5) years.

    


    “Replaced
      Fixtures”
shall
      mean Fixtures that have been replaced by Tenant with Replacement
      Fixtures.

    


    “Replacement
      Fixtures”
shall
      mean operational equipment or other parts used by Tenant to replace any of
      the
      Fixtures.

    


    “Requisition”
shall
      mean any temporary condemnation or confiscation of the use or occupancy of
      the
      Leased Premises by any governmental authority, civil or military, whether
      pursuant to an agreement with such governmental authority in settlement of
      or
      under threat of any such requisition or confiscation, or
      otherwise.


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    “Restoration”
shall
      mean, following a casualty or Condemnation, the restoration of the Leased
      Premises to as nearly as possible its value, condition and character immediately
      prior to such casualty or Condemnation, in accordance with the provisions of
      this Lease, including but not limited to the provisions of Paragraphs
      11(a),
      12
      and
15.
      Notwithstanding the foregoing, such Restoration may depart from the exact
      condition of the Leased Premises immediately prior to the casualty or
      Condemnation, provided
      that (i)
      the fair market value of the Leased Premises shall not be lessened after the
      completion of the Restoration, (ii) the use of the Leased Premises shall not
      be
      changed as a result of any such Restoration, (iii) all such Restoration shall
      be
      performed in a good and workmanlike manner, and shall be expeditiously completed
      in compliance with all Legal Requirements, (iv) Tenant shall (subject to the
      provisions of Paragraph
      18
      hereof)
      discharge all Liens filed against any of the Leased Premises arising out of
      the
      same, and (v) no such Alteration shall create any debt or other encumbrance(s)
      on the Leased Premises.

    


    “Restoration
      Award”
shall
      mean that portion of the Net Award equal to the cost of
      Restoration.

    


    “Restoration
      Fund”
shall
      mean, collectively, the Net Proceeds, Restoration Award and Tenant Insurance
      Payment.

     

    “SEC”
shall
      mean the Securities and Exchange Commission.

    


    “Standard
      & Poor’s”
shall
      mean Standard & Poor’s Ratings Services.

    


    “State”
shall
      mean the State or Commonwealth in which the Leased Premises is
      situated.

    


    “Structural
      Change”
means
      any Alteration that (i) includes the movement of any load-bearing wall, (ii)
      alters the foot-print of any Improvement, or (iii) includes the addition of
      a
      floor to any building.

    


    “Subsidiary”
means
      any corporation, association, trust or other business entity of which the
      designated parent shall at any time own directly, or indirectly through a
      Subsidiary or Subsidiaries, at least a majority (by number of votes) of the
      outstanding Voting Stock.

    


    “Taking”
shall
      mean any taking of the Leased Premises in or by condemnation or other eminent
      domain proceedings pursuant to any law, general or special, or by reason of
      any
      agreement with any condemnor in settlement of or under threat of any such
      condemnation or other eminent domain proceedings or by any other means, or
      any
      de facto condemnation.

    


    “Tax”
or
      “Taxes”
shall
      mean any and all present and future taxes, including income (gross or net),
      gross or net receipts, sales, use, value added, franchise, doing business,
      transfer, capital, property (tangible or intangible), municipal assessments,
      excise and stamp taxes, levies, imposts, duties, charges, assessments or
      withholding, together with any penalties, fines, additions or interest thereon
      or additions thereto (any of the forgoing being referred to herein individually
      as a “Tax”),
      imposed by any Governmental Authority. Taxes shall include the costs of any
      contest or appeal pursued which reduces the Taxes (or attempts to do so)
      including reasonable attorneys’ fees and costs incident thereto. Without
      limiting the foregoing, if at any time during the term of this Lease the methods
      of taxation prevailing at the execution hereof shall be changed or altered
      so
      that in lieu of or as a supplement or addition to or a substitute for the whole
      or any part of the real estate taxes or assessments now or from time to time
      thereafter levied, assessed or imposed by applicable taxing authorities for
      the
      funding of governmental services, there shall be imposed (i) a tax, assessment,
      levy, imposition or charge, wholly or partially as a capital levy or otherwise,
      on the gross rents received or otherwise attributable to the Leased Premises,
      or
      (ii) a tax, assessment, levy (including but not limited to any municipal, state
      or federal levy), imposition or charge measured by or based in whole or in
      part
      upon the Leased Premises or this Lease, and imposed on the Landlord under this
      Lease or any portion thereof, or (iii) a license fee or other fee or tax
      measured by the gross rent payable under this Lease, or (iv) any other tax,
      assessment, levy, charge, fee or the like payable with respect to the Leased
      Premises, the rents, issues and profits thereof, then all such taxes,
      assessments, levies, impositions and/or charges, or the part thereof so measured
      or based, shall be deemed to be Taxes.


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    “Tax
      Indemnitee”
shall
      mean Landlord, each Lender, any Holder, any servicer of a Loan, Trustee, any
      trustee under a Mortgage which is a deed of trust, each of their assignees
      or
      other transferees and each of their Affiliates and their respective officers,
      directors, employees, shareholders, members or other equity owners.

    


    “Tenant”
shall
      mean Covenant Transport, Inc., a Tennessee corporation.

    


    “Tenant’s
      Insurance Payment”
shall
      mean, in the event of a damage or destruction, the amount of the proceeds that
      would have been payable under the third-party insurance required to be
      maintained pursuant to Paragraph
      14(a)(i),
      (iv)
      or
(vi)
      had such
      insurance program been in effect, together with the amount of any deductible
      under such insurance.

    


    “Tenant’s
      Termination Notice”
shall
      mean a written notice from Tenant to Landlord after a Condemnation or casualty
      of Tenant’s intention to terminate this Lease on the Termination
      Date.

    


    “Term”
shall
      mean the Initial Term, together with any Renewal Term.

    


    “Termination
      Date”
shall
      mean the date for the termination of this Lease pursuant to Tenant’s Termination
      Notice, which date shall be on a Basic Rent Payment Date occurring no sooner
      than thirty (30) days after the date of Tenant’s Termination Notice pursuant to
Paragraph
      13
      or
14
      of this
      Lease.

    


    “Trade
      Fixtures”
shall
      mean all fixtures,
      equipment and other items of personal property (whether or not attached to
      the
Improvements)
      which
      are owned by Tenant and used in the operation of the business conducted on
      the
      Leased Premises.

    


    “Trustee”
shall
      mean an institution
      serving
      as a trustee, collateral agent or administrative agent for Lender.

    


    “Voting
      Stock”
shall
      mean stock or similar interests, of any class or classes (however designated),
      the holders of which are at the time entitled, as such holders, to vote for
      the
      election of a majority of the directors (or persons performing similar
      functions) of the corporation, association, trust or other business entity
      involved, whether or not the right so to vote exists by reason of the happening
      of a contingency.

     

    Back
      to Form
      8-K

    
      
        
        

      

      
        A-9