exv10wxaay



 





EXHIBIT 10(aa)




LEASE AGREEMENT




Dated as of December 20, 2006




between




OLD NATIONAL BANK,

as the Tenant




and




ONB ONE MAIN LANDLORD, LLC,

as the Landlord







 









 








TABLE OF CONTENTS




 

PAGE




	 	 	 	 	 	 	 
	1.

	 	Certain Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Demise of Premises
	 	 	1	 
	 
	 	 	 	 	 	 
	3.

	 	Title and Condition
	 	 	1	 
	 
	 	 	 	 	 	 
	4.

	 	Use of Leased Premises; Quiet Enjoyment.
	 	 	2	 
	 
	 	 	 	 	 	 
	5.

	 	Term
	 	 	3	 
	 
	 	 	 	 	 	 
	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
	 	 	8	 
	 
	 	 	 	 	 	 
	11.

	 	Maintenance and Repair
	 	 	10	 
	 
	 	 	 	 	 	 
	12.

	 	Alterations
	 	 	11	 
	 
	 	 	 	 	 	 
	13.

	 	Condemnation; Termination of this Lease for Total Taking or Total Casualty
	 	 	12	 
	 
	 	 	 	 	 	 
	14.

	 	Insurance
	 	 	15	 
	 
	 	 	 	 	 	 
	15.

	 	Restoration
	 	 	18	 
	 
	 	 	 	 	 	 
	16.

	 	Subordination to Financing
	 	 	19	 
	 
	 	 	 	 	 	 
	17.

	 	Assignment, Subleasing
	 	 	21	 
	 
	 	 	 	 	 	 
	18.

	 	Permitted Contests
	 	 	22	 
	 
	 	 	 	 	 	 
	19.

	 	Conditional Limitations; Default Provisions
	 	 	23	 
	 
	 	 	 	 	 	 
	20.

	 	Additional Rights of Landlord and Tenant
	 	 	25	 
	 
	 	 	 	 	 	 
	21.

	 	Notices
	 	 	25	 
	 
	 	 	 	 	 	 
	22.

	 	Estoppel Certificates
	 	 	27	 
	 
	 	 	 	 	 	 





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PAGE




	 	 	 	 	 	 	 
	23.

	 	Surrender and Holding Over
	 	 	27	 
	 
	 	 	 	 	 	 
	24.

	 	No Merger of Title
	 	 	27	 
	 
	 	 	 	 	 	 
	25.

	 	Definition of Landlord
	 	 	28	 
	 
	 	 	 	 	 	 
	26.

	 	Hazardous Substances
	 	 	28	 
	 
	 	 	 	 	 	 
	27.

	 	Entry by Landlord
	 	 	29	 
	 
	 	 	 	 	 	 
	28.

	 	No Usury
	 	 	29	 
	 
	 	 	 	 	 	 
	29.

	 	Financial Statements
	 	 	29	 
	 
	 	 	 	 	 	 
	30.

	 	Special Tax Indemnity
	 	 	30	 
	 
	 	 	 	 	 	 
	31.

	 	Separability
	 	 	32	 
	 
	 	 	 	 	 	 
	32.

	 	Miscellaneous.
	 	 	33	 






EXHIBIT A  Legal Description

EXHIBIT B  Basic Rent




	 	 	 
	SCHEDULE A

	 	Schedule of Termination Values
	SCHEDULE B

	 	Permitted Encumbrances
	SCHEDULE C

	 	Allocated Rent Schedule
	 
	 	 
	APPENDIX A

	 	Definitions






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LEASE




     THIS LEASE (as amended, supplemented or otherwise modified from time to time, this
“Lease”) made as of December 20, 2006, by and between ONB ONE MAIN LANDLORD, 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 Old National
Bank, a national banking association, as tenant, having an office at One Main Street, Evansville,
Indiana 47708.



     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) the 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 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 special, 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 in the name of Tenant during the
continuance of an 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, without recourse or warranty. 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 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 reasonably requested
by Tenant, subject to Landlord’s approval of the form thereof, not to be unreasonably withheld;
provided, however, that no such Easement shall result in any material diminution in
the value or utility of the Leased Premises for use as an office building or for any other lawful
purpose and, further provided, that no such Easement shall render the use of the
Leased Premises dependent upon any other property or condition, each of which Tenant shall certify
to Landlord and Lenders 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 and Lease Guarantor’s
written undertaking acknowledging that Lease Guarantor shall remain liable under the Lease
Guaranty, in each case notwithstanding the establishment of any Easement.



     4. Use of Leased Premises; Quiet Enjoyment.



     (a) Tenant may use the Leased Premises as an office building or banking facility or for any
other lawful purpose, so long as such other lawful purpose would not (i) have a material adverse
effect on the value of the Leased Premises, (ii) materially increase (when compared to use as an
office building) the likelihood that Tenant, Landlord or any Lender would incur
liability under any provisions of any Environmental Laws, or (iii) result in or give rise to
any environmental deterioration or degradation of the Leased Premises, except to a de minimus
extent. In no event shall the Leased Premises be used for any purpose which shall violate, in any
material way, any of the provisions of any Permitted Encumbrance, any REA or any covenants,



2









 







restrictions or agreements hereafter created or consented to by Tenant applicable to the Leased
Premises. Tenant agrees that with respect to the Permitted Encumbrances, each REA and any
covenants, restrictions or agreements hereafter created or consented to by Tenant, Tenant shall, at
its expense, observe, perform and comply with and carry out the provisions thereof required therein
to be observed and performed by Landlord or Tenant.



     (b) Subject to Tenant’s rights under Paragraph 18, Tenant shall not 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 permit any of the Leased
Premises to be used or occupied, nor do or 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 required
hereunder to maintain in force with respect to any of the Leased Premises, (ii) affect the ability
of Tenant to obtain any insurance which Tenant is required to furnish hereunder, or (iii) cause any
injury or damage to any of the Improvements except in connection with Alterations permitted under
Paragraph 12.



     (c) Subject to all of the provisions of this Lease, so long as no Event of Default exists
hereunder, Tenant shall not be disturbed in its possession of the Leased Premises by Landlord or
any other person lawfully claiming through or under Landlord.



     (d) Subject to Tenant’s rights under Paragraph 17, Tenant covenants and agrees that
it, or its permitted assigns, licensees or subtenants, shall remain in actual physical possession
of the Leased Premises and shall continuously operate its business in the Leased Premises,
provided that Tenant may permit the Leased Premises to be vacant so long as such period of
vacancy does not exceed twelve (12) consecutive months at any one time and thirty-six (36) months
in aggregate over the Term.



     5. Term



     (a) Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for the
Initial Term.



     (b) Provided (i) this Lease shall not have been terminated pursuant to the provisions of
Paragraph 13 or 19, and (ii) no Event of Default has occurred and is continuing, 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 four (4)
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 such 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 one hundred eighty (180)
days prior to the commencement of the Renewal Term for which such election is exercised, 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



3









 







shall continue in full force and effect, except that the Basic Rent for each Renewal Term shall be
at the Basic Rent set forth for such renewal terms on Exhibit B attached hereto. Within
ten (10) days after request by either Landlord or Tenant, Landlord and Tenant shall execute,
acknowledge and deliver to the other party 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 related Renewal Term.



     6. Rent.



     (a) Tenant shall pay to Landlord, as rent for the Leased Premises during the Term, the Basic
Rent in advance, on the Commencement Date and on each Basic Rent Payment Date occurring after the
Commencement Date, and shall pay the same by wire transfer in immediately available federal funds,
by 3:00 p.m., New York time on the date due, to such account in such bank as Landlord shall
designate, from time to time. In the event that the Commencement Date is a date other than the
last Business Day of a calendar month, the Basic Rent due on the Commencement Date shall be an
amount equal to the amount of Basic Rent set forth on Exhibit B hereto for the first Basic
Rent Payment Date, times 1/30, times the number of days from and including the
Commencement Date to and excluding the first day of the following calendar month, and the Basic
Rent due on the first Business Day of the month following the month in which the Commencement Date
occurs shall be the amount set forth on Exhibit B for the first Basic Rent Payment Date.
Landlord hereby directs Tenant to pay the Basic Rent to the Trustee, to such account as the Trustee
shall designate to Tenant in writing; any change in such designation shall require a written
direction signed by both Landlord and Trustee.



     (b) Basic Rent during the Initial Term shall be allocated as specified in Schedule C
hereto and such allocations of Basic Rent shall represent Tenant’s accrued liability on account of
the use of the Leased Premises for each Rent Payment Period during the Initial Term. Landlord and
Tenant agree that such allocations are intended to constitute a specific allocation of fixed rent
within the meaning of Treasury Regulation Section 1.467-1(c)(2)(ii)(A) to the applicable period and
in the respective amounts set forth in Schedule C hereto.



     (c) Landlord and Tenant each agrees to accrue, on any federal income tax returns filed by it
(or on any income tax returns on which its income is included), rental income and rental expense,
respectively, for each Rent Payment Period during the Initial Term the amounts set forth for such
Rent Payment Period under the caption “Section 467 Rent” (the “Section 467 Rent”) in
Schedule C hereto. In addition, Landlord shall deduct interest expense and Tenant shall
accrue interest income with respect to each such period in the amounts set forth under the caption
“Section 467 Interest” in Schedule C hereto (“Section 467 Interest”), it
being understood that Section 467 Rent and Section 467 Interest represent
characterizations for Federal income tax purposes only, and that Landlord shall have no obligation
to return any Basic Rent paid by Tenant or otherwise make a cash payment to Tenant, with respect to
Section 467 Rent or Section 467 Interest under any circumstances.



     (d) Subject to the rights of Tenant pursuant to Paragraph 18, Tenant shall timely pay
and discharge, 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



4









 







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 electronic transfer in immediately available federal funds to such account in
such bank as Landlord (or the Trustee, if so directed by Landlord) shall designate, from time to
time.



     (e) If any installment of Basic Rent is not paid when the same is due, Tenant shall pay to
Landlord, on demand, as Additional Rent, interest on such installment from the date such
installment was due to the date such installment is paid at the Default Rate.



     (f) Landlord and Tenant agree that this Lease is, and is intended to be, 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 and Additional Rent 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 or Additional Rent; and subject to the terms of this Lease and except as otherwise
expressly provided in this Lease (including Paragraphs 13 and 14), 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 Equipment, (ix) any violation of Paragraph 4(c) by
Landlord or any other person lawfully claiming through or under 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 and Additional Rent 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. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of
action against Landlord for damages resulting from Landlord’s default under this Lease,



5









 







it
being understood that Tenant shall have no right to set off any such damages
against the Rent payable under this Lease.



     (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
(subject to Tenant’s rights under Paragraph 16(a)(ii)), 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 or any Additional Rent, 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, Tenant shall, before interest or
penalties are due thereon, pay and discharge all Impositions accrued prior to or during the Term.
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, encumbrance, transfer or
assignment by Landlord (unless attributable to, or made during the continuance of, an Event of
Default or arising in connection with the initial financing of the acquisition of the Leased
Premises by Landlord), (B) franchise, capital stock or similar taxes if any, of Landlord, except to
the extent such taxes would not have been payable absent Landlord’s ownership of the Leased
Premises, (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 Law of the relevant taxing authority as a precondition to relief or exemption from such
Tax. 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



6









 







payable during the
Term. Tenant shall prepare and file all tax reports required by Governmental Authorities which
relate to the Impositions. Tenant shall deliver to Landlord, within twenty (20) days after
Landlord’s written request therefor, 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.



     (b) Subject to the provisions of Paragraph 18, Tenant shall promptly comply with and
conform to, and shall keep the Leased Premises in compliance with, all of the Legal Requirements
and Insurance Requirements.



     (c) 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 on or before the date that is three (3)
Business Days prior to the date on which such payment is due to the related Governmental Authority
or such other Person at the location and in the manner specified by Landlord pursuant to
Paragraph 6 for the payment of Additional Rent. Landlord shall forward such payment to the
related Governmental Authority or such other Person to whom such payment is due within three (3)
Business Days of receipt thereof by Landlord. Any amount payable by Tenant to Landlord under this
Paragraph 8 that is not paid when due shall bear interest at the Default Rate, except in
the case of any payment for Taxes, such interest shall begin accruing on the later of (i) the due
date for payment of such Taxes to the appropriate Governmental Authority and (ii) the date Landlord
pays such amounts for Taxes to the appropriate Governmental Authority.



     (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
Imposition 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, in which case Landlord
shall, if requested by Tenant, provide a copy of such Filing to Tenant) 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, and in all events at least ten (10)
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, to the extent
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.



     (f) If Landlord receives a refund with respect to any Impositions paid or indemnified by
Tenant, Landlord shall within fifteen (15) days of receipt thereof repay to the Tenant the



7









 







amount
previously paid or indemnified by Tenant for such Impositions to the extent not in excess of the
refund amount actually received by the Landlord (“Refund”), plus any interest actually
received by the Landlord that is fairly attributable to the Refund; provided,
however, in the event that any portion of the Refund is later required to be repaid,
recaptured or disallowed, such portion of the Refund will be treated as a Claim for which the
Landlord is entitled to indemnification and Tenant shall pay such portion to Landlord within
fifteen (15) days of demand therefor, except if such loss of the Refund would not have occurred but
for the Landlord’s gross negligence or willful misconduct.



     9. Liens; Recording and Title.



     (a) Tenant shall not, directly or indirectly, create or permit to be created or, subject to
the provisions of Paragraph 18, to remain, and shall promptly discharge, any lien on the
Leased Premises, the Basic Rent or any Additional Rent, 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).
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 said recorded Memorandum of
this Lease and the provisions of this Lease, the provisions of this Lease shall prevail.



     (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.



     10. Indemnification.



     (a) Tenant agrees to assume liability for, and to indemnify, protect, defend, save and keep
harmless each Indemnitee from and against any and all Claims that may be suffered, imposed on or
asserted against any Indemnitee (including any Claims resulting from any Indemnitee’s negligence),
arising out of (i) the initial acquisition of the Leased Premises by Landlord, ownership of the
Leased Premises by Landlord, leasing by Landlord of the Leased Premises to Tenant, 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 to Tenant’s interest in this Lease,
renewal of this Lease, or the operation, possession, use, non-use, maintenance, modification,
alteration, construction, reconstruction, restoration, or replacement of the Leased Premises (or
any portion thereof), any easements or REAs affecting the Leased Premises or from the granting by
Landlord at Tenant’s request of easements, licenses or any



8









 







rights with respect to all or any part
of the Leased Premises, or from the construction, design, purchase 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, trademark or copyright 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
hereto, (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 and any other Person on or about the Leased
Premises (whether as an invitee, subtenant, licensee or otherwise), (vii) 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
all Claims arising from the presence, release, maintenance or disposal of asbestos-containing
materials at, from or with respect to the Leased Premises, and (viii) any Event of Default.
Notwithstanding the foregoing, nothing herein shall be construed to obligate Tenant to indemnify,
defend and hold harmless any Indemnitee from and against any Claims imposed on or incurred by such
Indemnitee by reason of (i) such Indemnitee’s willful misconduct or gross negligence (other than
willful misconduct or gross negligence attributed to it by acts or omissions of Tenant), (ii) any
liens and liabilities of Landlord solely in connection with any financing by Landlord of the Leased
Premises or (iii) events that occur after termination of this Lease and return of the Leased
Premises in accordance with the terms of this Lease.



     (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitee shall
give prompt written notice thereof to Tenant; provided that failure to so notify Tenant
shall not reduce Tenant’s obligations to indemnify any Indemnitee hereunder except to
the extent such failure materially affects Tenant’s rights to defend such Claim. 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 subparagraph (c) of this
Paragraph 10). Such Indemnitee may (but shall not be obligated to) participate at its own
expense (unless Tenant is not properly performing its obligations hereunder, 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.



9









 







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 unindemnified civil penalty on
such Indemnitee, (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) to the extent of such payment, 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.



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



     11. Maintenance and Repair.



     (a) Except for any Alterations that Tenant is permitted to make pursuant to this Lease, Tenant
shall at all times from and after the Commencement Date, including any Requisition period, put,
keep and maintain the Leased Premises (including, without limitation, the roof, landscaping, walls,
footings, foundations and structural components of the Leased Premises) and the Equipment in a
similar (or better) condition and order of repair as exists as of the Commencement Date, except for
ordinary wear and tear and the loss of a part of the Leased Premises pursuant to a partial
Condemnation with respect to which restoration is impossible, and 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 AT THE EXPENSE OF THE LANDLORD, WHICH RIGHT MAY
BE PROVIDED FOR IN ANY LAW NOW OR HEREAFTER IN EFFECT. Tenant shall, in all events, make all
repairs for which it is



10









 







responsible hereunder promptly, and all repairs shall be in a good, proper
and workmanlike manner.



     (b) Subject to Paragraph 18, 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 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, the making of an Alteration. Any such repair or 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 with such shorter notice that is appropriate under the circumstances in the
event of an emergency, do whatever is reasonably 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, reasonable 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 within five (5) Business Days of demand.



     (d) Tenant shall from time to time replace with Replacement Equipment any of the Equipment
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 Equipment or Replaced Equipment or other personal
property of Tenant or the installation of Replacement Equipment. All Replacement Equipment 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 Equipment as if originally demised herein.



     12. Alterations.



     (a) Upon prior written notice to Landlord, Tenant shall have the right to make any
Alteration(s) to the Leased Premises, that are non-structural and the cost of which does not exceed
the Threshold Amount, in the aggregate, in any calendar year; provided, that, Tenant
complies with clause (c) of this Paragraph 12.



     (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to
make any Alteration(s) to the Leased Premises, that are structural and/or the cost of which exceeds
the Threshold Amount, in the aggregate, in any calendar year; provided, that, (i) no Event
of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) 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



11









 







respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which
consent shall not be unreasonably withheld, conditioned or delayed.



     (c) 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) all such Alterations shall be performed in a good and workmanlike manner, and shall be
expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall
change the permitted use of the Leased Premises (as described in Paragraph 4), (iv) all
work done in connection with any such Alteration shall comply with all Insurance Requirements; (v)
Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in
compliance with the provisions of Paragraph 18) discharge all liens filed against any of
the Leased Premises arising out of the same; (vi) Tenant shall procure and pay for all permits and
licenses required in connection with any such Alteration; (vii) no such Alteration shall create any
debt or other encumbrance(s) on the Leased Premises and (viii) in the case of any Alteration the
estimated cost of which in any one instance exceeds the Threshold Amount, such Alterations shall be
made under the supervision of an architect or engineer and in accordance with plans and
specifications which shall be submitted to Landlord prior to the commencement of the Alterations.



     (d) All Alterations (excluding Trade Fixtures installed in connection therewith) 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 Leased Premises as if originally demised herein.



     13. Condemnation; Termination of this Lease for Total Taking or Total Casualty.



     (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 at its sole cost and expense (unless an Event of Default has occurred and
is continuing, in which case Tenant shall be responsible for such costs and expenses). Landlord,
promptly after obtaining knowledge of the institution of any proceeding for Condemnation, shall
notify Tenant thereof. Subject to Landlord’s right to participate in the proceeding and so long as
no Event of Default is continuing, Tenant shall have the right to
control the Condemnation proceedings. Subject to the provisions of this Paragraph 13
and Paragraph 15, Tenant hereby irrevocably assigns to the Trustee, for the benefit of the
Lenders, and to Landlord, in that order, 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, the Trustee or any Lender any Tenant’s Award to
the extent Tenant shall have a right to make a separate claim therefor against the condemnor.



     (b) (i) If (A) the entire Leased Premises shall be subject to a Taking by a duly constituted
authority or agency having jurisdiction, (B) 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, shall be
subject to a Taking by a duly constituted authority or agency having jurisdiction, or (C) any means
of ingress, egress or access to the Leased Premises which does not



12









 







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 subject of a Taking by a duly constituted authority or
agency having jurisdiction, then this Lease shall terminate on the date on which title to the
Leased Premises or portion thereof vests in the applicable condemning authority (the “Taking
Termination Date”), and on the Taking Termination Date (1) Tenant shall pay to Landlord the sum
of (x) all accrued and unpaid Basic Rent as of such date, (y) all Additional Rent due and payable
on or prior to such date that remains unpaid and (z) an amount (the “Termination Fee”)
equal to the difference (if positive) between the Termination Value as of the Taking Termination
Date and the net award actually received by Landlord with respect to such Taking and (2) upon such
payment, this Lease shall terminate and, except for those provisions that survive termination,
neither Tenant nor Landlord shall have any further obligations hereunder.



     (ii) During the period of time between the total Taking and the Taking Termination Date, this
Lease shall stay in full force and effect, Tenant’s obligation to pay Basic Rent shall continue and
Tenant shall otherwise remain fully liable hereunder, it being understood
that so long as Tenant pays Basic Rent as and when due and no Event of Default has occurred and is
continuing, Tenant shall be entitled to retain possession of, and the use and enjoyment of, the
Leased Premises during such period.



     (c) (i) If a casualty occurs, the cost of Restoration as a result thereof is reasonably
expected by Tenant to exceed 70% of the replacement cost of the Leased Premises and it is
impractical, as reasonably determined by Tenant, to restore the Leased Premises, then Tenant may,
not later than one hundred twenty (120) days after such casualty has occurred, as the case may be,
serve a Tenant’s Termination Notice upon Landlord.



                   (ii) In the event that during the Initial Term Tenant shall serve a Tenant’s Termination Notice
upon Landlord, Tenant shall, as part of such Tenant’s Termination Notice offer (which offer may be
rejected by Landlord as set forth below) to purchase the Leased Premises and the casualty insurance
proceeds related to the Leased Premises for the Purchase Price plus any and all Additional
Payments.



                   (iii) If Landlord and Lenders (if there shall be Lenders at such time) shall not elect to
accept Tenant’s offer to purchase, Landlord shall give notice thereof to Tenant within ninety (90)
days after the giving of Tenant’s Termination Notice.



                   (iv) Should an offer to purchase not be accepted by Landlord and Lenders (if there shall be
Lenders at such time), this Lease shall terminate and the insurance proceeds shall be paid to
Landlord (or the Trustee if there are Lenders at such time).



                   (v) Landlord’s notice not to accept Tenant’s offer to purchase shall be void and of no effect
unless accompanied by the written notice of Lenders (if there shall be Lenders at such time) to the
effect that such Lenders also elect not to accept Tenant’s offer to purchase. Should such notices
of Landlord and Lenders (if applicable) rejecting Tenant’s offer to purchase not be served within
said period of ninety (90) days, then and in that event, Tenant’s offer shall be deemed accepted.



13









 





          (vi) In the event that Landlord and Lenders (if there shall be Lenders at such time) shall
accept or be deemed to have accepted Tenant’s offer to purchase, title shall close and the Purchase
Price and Additional Payments shall be paid as hereinafter provided and, in such event, Tenant
shall be entitled to and shall receive any and all casualty insurance proceeds with respect to the
Leased Premises then or thereafter paid in connection with the casualty and Landlord shall assign
(or in case of any casualty insurance proceeds previously paid to Landlord, Trustee or Lender,
deliver (or cause to be delivered) to Tenant on the Closing Date) such casualty insurance proceeds
as may be paid with respect to the Leased Premises in connection with such casualty. In the event
Landlord and Lenders (if applicable) shall accept Tenant’s offer to purchase with respect to the
Leased Premises, or be deemed to have accepted such Tenant’s offer, title shall close on the
Closing Date, at noon at the local office of Landlord’s counsel, or at such other time and place as
the parties hereto may agree upon, this Lease shall be automatically extended to and including the
Closing Date and Tenant shall pay the Purchase Price and Additional Payments (after giving effect
to any prorations of Basic Rent) by transferring immediate funds to such account or accounts and in
such bank or banks as the Trustee, if there are Lenders at such time, or, if there are no Lenders
at such time, as Landlord, shall designate, upon delivery of a special warranty deed (or local
equivalent) conveying Leased Premises and all other required documents, including a quitclaim bill
of sale with respect to all Equipment and personal property constituting a portion of the Leased
Premises, if any, and an assignment of any casualty insurance proceeds in connection with the
casualty. Upon such payment of the Purchase Price and Additional Payments, this Lease shall
terminate. The special warranty deed (or local equivalent) shall convey title, free from
encumbrances (including the Mortgage) other than (A) Permitted Encumbrances, (B) liens or
encumbrances created or suffered by Tenant or arising by reason of the failure of Tenant to observe
or perform any of the terms, covenants or agreements herein provided to be observed and performed
by Tenant, and (C) any installments of Impositions then affecting the Leased Premises. The
Purchase Price and Additional Payments payable as hereinabove provided shall be charged or
credited, as the case may be, on the Closing Date, to reflect adjustments of Basic Rent paid or
payable to and including the Closing Date, apportioned as of the Closing Date. Tenant shall pay
all conveyance, transfer, sales, recording and like taxes required in connection with the purchase,
regardless of who is required to pay such taxes under State or local law or custom (and Tenant
shall also pay to Landlord any amount necessary to yield to Landlord the entire Purchase Price and
Additional Payments if as a matter
of the law of the State or locality such tax cannot be paid directly by Tenant). If there be
any liens or encumbrances against the Leased Premises which Landlord is obligated to remove, upon
request made a reasonable time before the Closing Date, Landlord shall provide at the Closing
separate funds for the foregoing, payable to the holder of such lien or encumbrances.



          (vii) During the period of time between the casualty and the Closing Date, this Lease shall
stay in full force and effect, Tenant’s obligation to pay Basic Rent shall continue and Tenant
shall otherwise remain fully liable hereunder.



     (d) In the event that during any Renewal Term, a total Taking as described in subparagraph
(b) above shall occur or Tenant shall serve a Tenant’s Termination Notice upon Landlord
pursuant to subparargraph (c) above, this Lease and the Term hereof shall terminate on the
Taking Termination Date or the date specified in the Termination Notice, as the case may be; and in
such event Tenant shall have no obligation to commence or complete the Restoration and all of the
awards and insurance proceeds payable in connection with the Taking or casualty, as



14









 







the case may be
(other than Tenant’s business interruption insurance proceeds), shall be paid to Landlord (or to
Trustee if there are Lenders at such time).



     (e) (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(e), Landlord and Lenders 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 Tenant and all Basic Rent and Additional Rent 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 or Additional Rent
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.



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



     14. Insurance.



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



          (i) Insurance against all risk of direct physical loss of or damage to the Improvements and
Equipment under a fire and broad form of all risk extended coverage insurance policy (which shall
include terrorism insurance, flood insurance if the Leased Premises is located within a flood
hazard area, windstorm insurance if the Leased Premises is located in an area where windstorm
insurance is customarily maintained for similar commercial properties and earthquake insurance if
the Leased Premises is located in an area where earthquake insurance is customarily maintained for
similar commercial properties). 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 in amounts not
less than the actual replacement cost of the Improvements and Equipment (excluding footings and
foundations and other parts of the Improvements which are not insurable). Such insurance policies
may contain reasonable



15









 







exclusions and deductible amounts, all in accordance with industry
standards. Landlord hereby approves Tenant’s current deductible for property insurance of
$250,000.



          (ii) Contractual and commercial 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 a so-called “Occurrence Basis”, and shall provide minimum protection with a combined
single limit in an amount not less than the greater of (x) Five Million ($5,000,000) Dollars or (y)
the aggregate amount of such insurance carried by prudent owners or operators of similar commercial
properties, for bodily injury, death and property damage in any one occurrence.



          (iii) Workers’ 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 located in or about the Improvements in an amount not less than the actual
replacement cost of the Improvements and Equipment (excluding footings and foundations and other
parts of the Improvements which are not insurable).



          (v) 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.



     (b) The insurance required by Paragraph 14(a) shall be written by companies having a
claims paying ability rating by Standard & Poor’s of not less than A- and 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 Lenders. 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)) name Landlord, Tenant, the Trustee
and each Lender 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 obtain new or additional insurance reasonably satisfactory to
Landlord and Lenders prior to the expiration of such existing policy or policies or as promptly as
practicable after such existing policies becoming void or unsafe, as the case may be.



     (c) Each insurance policy referred to in clauses (i), (iv) and (v) of
Paragraph 14(a), shall contain standard non-contributory mortgagee clauses in favor of each
Lender and the Trustee. Each policy shall provide that it may not be canceled except after thirty
(30) days’ prior notice to Landlord and each Lender. 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



16









 







more hazardous than permitted by the provisions of such policy.
Notwithstanding anything to the contrary in this Lease, Landlord and Tenant mutually waive their
respective rights of recovery against each other and each other’s officers, directors, constituent
partners, members, agents and employees, and Tenant further waives such rights against each Lender,
to the extent any loss is insured against or required to be insured against under this Lease,
including, but not limited to, losses, deductibles or self-insured retentions covered by Landlord’s
or Tenant’s commercial property, general liability, automobile liability or workers’ compensation
policies described above. The foregoing sentence is intended to waive, fully and for the benefit
of each party to this Lease, any and all rights and claims that might give rise to a right of
subrogation by any insurance carrier. Each party shall cause its respective insurance policies to
be endorsed to evidence compliance with such waiver. Nothing set forth in this paragraph shall
abrogate any of Landlord’s or any Lender’s right to pursue any claim against Tenant for damages
resulting from Tenant’s failure to maintain the insurance required under this Lease.



     (d) Tenant shall pay as they become due all premiums for the insurance required by this
Paragraph 14 and shall renew or replace each policy prior to the Insurance Expiration Date
of each policy. Tenant shall deliver to Landlord and Lenders a certificate or other evidence (on
an ACORD 27 form, in the case of property insurance, and otherwise reasonably satisfactory to
Lenders and Landlord) of the existing policy and such renewal or replacement policy at least thirty
(30) days prior to the Insurance Expiration Date of each policy. Each such policy shall provide
that it shall not expire or be cancelled until the Landlord and each Lender listed as additional
insured or loss payee shall receive a notice from the insurer to the effect that such policy will
expire on, or be cancelled prior to, 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 such Lender of
such notice. In the event of Tenant’s failure to comply with any of the foregoing requirements of
this Paragraph 14, Landlord shall be entitled to procure such insurance. Any reasonable
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 Lenders 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.



     (f) In the event of any property loss exceeding $500,000, Tenant shall give Landlord immediate
notice thereof. Tenant shall adjust, collect and compromise any and all claims, with the consent
of Lenders and Landlord, not to be unreasonably withheld, conditioned or delayed and Landlord and
Lenders shall have the right to join with Tenant therein (except with respect to any property loss
of $500,000 or less, in which case no consent of the Lenders or Landlord shall be required). If
the estimated cost of Restoration or repair shall be $500,000 or less, all proceeds of any
insurance required under clauses (i), (iv) and (v) of Paragraph
14(a) shall be payable to



17









 







Tenant. Each insurer is hereby authorized and directed to make
payment under the property insurance policies (i) for all property losses of $500,000 or less,
directly to Tenant and (ii) for all other property losses, directly to the 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 (or to Landlord
if there are no Lenders at such time). Except as expressly set forth below, 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 or Additional Rent. Promptly after any casualty, but subject to the provisions of
Paragraph 13(c), Tenant, as required in Paragraphs 11(a) and 12, shall
commence and diligently continue to perform the Restoration to the Leased Premises. The Net
Proceeds of all insurance payments for property losses exceeding $500,000 shall be retained by the
Trustee (or Landlord if there are no Lenders at such time). 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 13(c), Tenant shall, whether or not the Net Proceeds are sufficient for the
purpose, promptly repair or replace the Improvements and Equipment 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)(i), (iv) and (v), Tenant shall pay to the
Trustee Tenant’s Insurance Payment. Notwithstanding anything herein to the contrary, all proceeds
of any business interruption insurance maintained by Tenant shall be payable directly to Tenant.



     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 $500,000, 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, conditioned 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 Equipment 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 (provided,
however, that no release or bond shall be required in the event that the title company
shall have committed to insure over such lien).



     (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 (i) 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, (ii) partial releases of liens, and (iii) 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.



18









 





     (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee,
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, stating that no
Event of Default exists and that no mechanics’ or materialmen’s liens shall have been filed and
remain undischarged or unbonded, 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. The Trustee shall not release funds from the Restoration
Fund unless and until it has received a written authorization from Landlord approving such release,
which Landlord agrees to promptly give if Tenant has satisfied all of the requirements set forth in
this Paragraph 15 in connection with such release.



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



     (f) The Restoration Fund shall be held by the Trustee and shall be invested in Permitted
Investments, as directed by Landlord. All interest shall become a part of the Restoration Fund.



     (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any
funds contributed thereto by Tenant, at its option, shall be not less than the estimated cost of
completing the Restoration, free and clear of all Liens. However, notwithstanding anything to the
contrary contained in this Lease, at no time shall Tenant be required to pay any amounts into the
Restoration Fund, including, without limitation, any deductibles under any insurance policies so
long as the Restoration Fund remains In Balance. The Restoration Fund shall be deemed to be
“In Balance” only at such time, and from time to time, that the remaining amount of the
Restoration Fund equals or exceeds the cost of completing the Restoration, free and clear of Liens
(as reasonably estimated by Tenant, provided that Tenant shall provide to Landlord the
basis for such estimate, in reasonable detail, promptly after Landlord’s request
therefor). In lieu of making any payments into the Restoration Fund, Tenant may contribute
funds directly toward the cost of the Restoration in order to bring the Restoration Fund In
Balance.



     (h) In addition, prior to commencement of Restoration and at any time during Restoration, if
the estimated cost of Restoration, as reasonably determined by Tenant, exceeds the amount of the
Net Proceeds, the Restoration Award and Tenant Insurance Payment available for such Restoration,
the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration
Fund or Tenant shall fund at its own expense the costs of such Restoration until the Restoration
Fund is In Balance. Any sum in the Restoration Fund which remains in the Restoration Fund upon the
completion of Restoration shall be paid to 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



19









 







agrees,
upon demand, without cost, to execute instruments as may be 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, the Loan Agreement, any Note or 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 and no Event of Default has occurred and is then continuing hereunder,
insurance proceeds and any condemnation award shall be disbursed pursuant to 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 and no Event of Default shall have occurred and be continuing, any
insurance proceeds and any condemnation award shall be disbursed pursuant to 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, and shall be self-operative upon any such demand (and no further
instrument shall be required to give effect to such provisions).



     (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each
shall (and Landlord shall cause each Lender), without charge, enter into a Subordination,
Non-Disturbance and Attornment Agreement, in the form reasonably requested by a Lender and
reasonably acceptable to Tenant, provided such agreement contains provisions relating to
non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby
agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior
written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed,
amend or modify this Lease in any material respect (provided, however, such Lender,
in such Lender’s sole discretion may withhold or condition its consent to any amendment or
modification which would or could (A) alter in any way the amount or time for payment of any Basic
Rent or Additional Rent, (B) alter in any way the absolute and unconditional nature of Tenant’s
obligations hereunder or materially diminish any such obligations, (C) result in any




20










 




termination
hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable
judgment, affect the rights or obligations of Landlord or Tenant hereunder in a manner adverse to
such Lender), or enter into any agreement with Landlord so to do, (ii) without the prior written
consent of such Lender which may be withheld in such Lender’s 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 Lenders with respect to any termination permitted under the express terms
hereof following certain events of condemnation or casualty as provided in Paragraph 13),
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.




     17. Assignment, Subleasing.



     (a) With the exception of a tenant that would render the Leased Premises or a portion thereof
a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its
interest in this Lease and may sublet or grant licenses to the Leased Premises in whole or in part,
from time to time, without the consent of Landlord, provided that, in the case of an
assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect
to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold
interest under this Lease. With respect to any assignment or sublease to an entity that is not an
Affiliate of Tenant and which relates to at least 10% of the usable square feet of the Leased
Premises, Tenant shall provide Landlord with a written summary of the material terms of such
assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph
17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant,
provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty
after giving effect to such sale and (ii) such sale does not result in an Event of Default.



     (b) Each sublease or license of the Leased Premises or any part thereof shall be subject and
subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on
or before the Expiration Date. No assignment or sublease shall 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, provided that if Tenant assigns its interest hereunder to any
entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of
all of its obligations under this Lease from and after the effective date of such assignment so
long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii)
such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding
any assignment or subletting, but subject to the foregoing sentence, 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, 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 Tenant and its
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



21









 







which relates to
more than 10% of the usable square feet of the Leased Premises, Tenant shall, within fifteen (15)
days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of
such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord
promptly after Landlord’s request therefor.



     (c) Upon the occurrence and during the continuance of an Event of Default under this Lease,
Landlord shall have the right to collect and enjoy all rents and other sums of money payable under
any sublease or license of any of the Leased Premises, and Tenant hereby irrevocably and
unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon
and after (but not before) the occurrence of an Event of Default, provided,
however, that if such Event of Default is subsequently cured and this Lease has not been
terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that
have not been applied to the obligations of Tenant hereunder.



     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. So long as no Event of Default has occurred
and is continuing, Tenant shall control any such contest proceeding and Landlord shall reasonably
cooperate with Tenant (including, without limitation, executing any documents reasonably required
to be signed by Landlord in such contest proceeding, so long as such documents will not subject
Landlord to any liability that is not indemnified against by Tenant hereunder and do not admit any
liability on Landlord’s part) in connection with such contest, all at Tenant’s expense. So long as
no Event of Default has occurred and is continuing, Landlord shall not settle any such contest
without the prior written consent of Tenant, which consent shall not be unreasonably withheld.



     (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 any
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 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



22









 







such
contest through negotiations. Tenant shall pay and save each Lender and Landlord harmless against
any and all losses, judgments, decrees and costs (including all reasonable 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 (so long as Landlord commences one or more of the remedies set forth
below at a time when an Event of Default is continuing), to do any one or more of the following
without demand upon or notice to Tenant:



               (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 thirty (30) 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 thirty (30) 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 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 real estate commissions paid, and (B) thereafter
toward payment of all sums due or to become due 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



23









 







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.



               (iv) If Tenant shall fail to make payment of any installment of Basic Rent or any Additional
Rent 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
Basic Rent and all Additional Rent required to be paid by Tenant to and including the date of such
expiration, termination or repossession and, thereafter, Tenant shall, until the end of
what would have been the Term in the absence of such expiration, termination or repossession,
and whether or not any of the Leased Premises shall have been relet, be liable to Landlord for and
shall pay to Landlord as liquidated and agreed current damages: (i) Basic Rent and Additional Rent
which would be payable under this Lease by Tenant in the absence of such expiration, termination or
repossession, less (ii) the net proceeds, if any, of any reletting 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, whether or not Landlord shall have recovered any amounts under Paragraph
19(a)(iii) or 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, an
amount equal to the Basic Rent and all Additional Rent reserved hereunder for the unexpired portion
of the Term demised herein as if this Lease had not expired or been terminated, discounted to
present worth at the annual rate of six percent (6%), minus any such monthly deficiencies
previously recovered from Tenant under Paragraph 19(a)(iii). If any statute or rule



24









 







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.



     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
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 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 any property of Tenant and any
Landlord’s lien or similar lien upon any property of Tenant regardless of whether such lien is
created or otherwise. Landlord agrees at the request of Tenant and at Tenant’s expense, to execute
a waiver of any Landlord’s or similar lien for the benefit of any present or future holder of a
security interest in or landlord or lessor of any personal property of Tenant.



     (d) In the event that any action is filed in relation to this Lease, the unsuccessful party in
such action shall pay to the successful party, in addition to all sums that either party may be
required to pay as a result of such action, the successful party’s reasonable attorneys’ fees. Any
amount payable by Tenant to Landlord pursuant to this Paragraph 20(d) shall be due and
payable by Tenant to Landlord as Additional Rent.



     (e) Landlord and Tenant also hereby waive and release any claims against the other party, and
its officers, directors, employees, managers, agents, invitees and contractors for any
consequential loss or damage, including any loss or damage to the other party’s business. The
waivers set forth in this paragraph will be in addition to, and not in substitution for, any other
waivers, indemnities, or exclusions of liabilities set forth in this Lease.



     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.





25









 




     To the Addresses stated below:



     If to Landlord:


ONB One Main Landlord, LLC

c/o SunTrust Equity Funding, LLC

303 Peachtree Street, 24th Floor

MC 3951

Atlanta, Georgia 30308

Attention: Greg S. Nail

Telephone: (404) 813-7619

Fax: (404) 230-1344

E-mail: greg.s.nail@suntrust.com




     If to Tenant:


Old National Bank

One Main Street

Evansville, Indiana 47708

Attention: Office of General Counsel

Telephone: (812) 464 1363

Fax: (812) 468 0399

E-mail: jeff_knight@oldnational.com



With a copy to:



Marco L. DeLucio

Ziemer, Stayman, Weitzel & Shoulders, LLP

20 N.W. First Street

P.O. Box 916

Evansville, Indiana 47706-0916



Telephone: (812) 424-7575

Fax: (812) 421-5089

E-mail: mdelucio@zsws.com




     If to the Trustee:


Wells Fargo Bank Northwest, National Association

299 South Main Street

Salt Lake City, Utah 84111

Attention: Corporate Trust Services

Telephone: (801) 246-5300

Fax No.: (801) 246-5053

E-mail: Val.T.Orton@wellsfargo.com



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


26









 






 its address by giving fifteen days’ notice to the other party in the manner provided
above. Any Notice may be given on behalf of any party by its counsel.




     22. Estoppel Certificates. Landlord and Tenant shall at any time and from time to
time, upon not less than ten (10) days’ prior written request by the other, execute, acknowledge
and deliver to the other a statement in writing, 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 Lenders, the recipient
of such statements or their assignees or by any prospective purchaser, assignee or subtenant of the
Leased Premises or of the membership interests in Landlord.



     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 all 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. All Trade
Fixtures and personal property not so removed at the end of the Term or within thirty 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 ten percent
(110%) 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 ten percent (110%)
thereof, to exercise all rights and remedies provided by law or in equity, including the remedies
of Paragraph 19(b).



     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



27









 







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 individually or
personally, or against any member or other Affiliate of Landlord.



     (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, release, treat or
dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or
existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with
applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause
the Leased Premises to be in compliance with, in all material respects with each applicable
Environmental Law.



     (b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and
shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term 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. In addition to, and without limiting
Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and
hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers,
directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from
and against any and all causes of actions, suits, demands or judgments of any nature whatsoever,
losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs),
and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation,
arising out of or in any manner connected with (i) the violation of any Environmental Law with
respect to the Leased Premises or any prior ownership of the Leased Premises; (ii) the Release or
threatened Release of or failure to remove or otherwise remediate,



28









 







as required by this
Paragraph 26, Hazardous Materials from, on or to the Leased Premises or any portion or
portions thereof, including any past or current Release and any Release or threatened release
during the Initial Term or any Renewal Term, whether or not arising out of or in any manner
connected with Tenant’s occupancy of the Leased Premises during the Initial Term or any extension
or Renewal Term.



     (c) The Tenant agrees that it will not install any underground or above-ground storage tank at
the Leased Premises without specific, prior written approval from the Landlord. The Tenant agrees
that it will not store combustible or flammable materials on the Leased Premises except in
compliance with all applicable Environmental Laws.



     27. Entry by Landlord. Landlord and its authorized representatives shall have the
right upon reasonable notice (which shall be not less than two (2) Business Days except if a
shorter notice or no notice is appropriate in light of the circumstances if there is an emergency)
to enter the Leased Premises at all reasonable business hours (and at all other times in the event
of an emergency), accompanied by a representative of Tenant if Tenant so requests: (a) for the
purpose of inspecting the same 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 and mortgagees and, at any time within six (6) 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.



     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 to Landlord and Lenders, 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 Tenant, within forty-five (45) days after the end of each fiscal quarter
of Tenant during the Term, and (ii) annual financial statements for Tenant, audited by an
independent certified public accountant, within ninety (90) days after the end of each fiscal year
of Tenant during the Term. For as long as Tenant shall be a publicly listed company and is
required to file quarterly and annual statements with the SEC, then Tenant shall submit to Landlord
and Lenders (in satisfaction of the requirements set forth in the preceding sentence), within ten
(10) days of being filed with the SEC, copies of Tenant’s forms 10Q and 10K (it
being understood that so long as such forms have been filed with EDGAR, Tenant
shall be deemed to have satisfied all of the requirements set forth in the foregoing sentences).
In addition, at the times set forth for delivery of financial statements set forth in the first
sentence of this Paragraph 29, Tenant shall deliver to Landlord and Lenders an officer’s
certificate executed by a responsible officer to the effect that no Event of Default exists as of
such date.



29









 





     30. Special Tax Indemnity .



     (a) Tenant hereby represents, warrants and covenants to Landlord as follows: (i) during the
Term, Tenant will not construct or install any component, improvement, alteration, or addition on
the Leased Premises, without prior written consent from Landlord, if such construction or
installation would cause the Leased Premises, or any part thereof, to be “limited use property,” as
such term is used in Section 5 of Revenue Procedure 2001-28, (ii) Tenant is not a “tax-exempt
entity” within the meaning of Section 168(h)(2) of the Code and will not take any action that would
cause the Leased Premises, or any part thereof, to constitute “tax-exempt use property” within the
meaning of Section 168(h) of the Code; (iii) neither Tenant nor any Affiliate will claim the
Depreciation Deductions or otherwise take the position that it is the owner of the Leased Premises,
or any part thereof, for federal income tax purposes; (iv) as of the Commencement Date, the Leased
Premises will not require any improvement, modification or addition in order to be rendered
complete for its intended use by Tenant; and (v) to the best of Tenant’s knowledge, all written
information of a factual nature with respect to the Leased Premises that was provided to Landlord
or an appraiser engaged by Landlord to appraise the Leased Premises by or on behalf of Tenant or
any Affiliate of Tenant was true and accurate in all material respects as of the date provided to
Landlord or such appraiser. Notwithstanding the provisions of clause (iii) above, Tenant
may take the position that it is the owner of the Leased Premises for federal income tax purposes
if Tenant provides to Landlord an opinion of independent tax counsel that such treatment is
required by law, and Landlord consents to such treatment, which consent shall not be unreasonably
withheld, or to the extent required as a result of the Internal Revenue Service making a claim or
adjustment against Tenant in connection with such tax reporting, and tax counsel (or Tenant’s
outside accounting firm) has concluded that such Internal Revenue Service claim or adjustment has a
reasonable basis.



     (b) If as a result of an Event of Default, or the misrepresentation of or breach by Tenant of
any of the warranties, representations and covenants set forth in clause (a) of this
Paragraph 30, the Depreciation Deductions are lost, disallowed, eliminated, reduced,
recaptured, compromised, delayed or otherwise made unavailable to Landlord in computing its
liability for federal income tax (a “Deduction Loss”), or, if as a result of the occurrence
of an Event of Default, Landlord is required to include in its income from this Lease amounts other
than Anticipated Lease Income (an “Inclusion”, any Inclusion or Deduction Loss referred to
as a “Loss”), subject to clause (c) of this Paragraph 30, Tenant shall make
the Tax Indemnity Payment to Landlord in accordance with this Paragraph 30. The “Tax
Indemnity Payment” shall be the amount that is required to be paid to Landlord in order to
insure that Landlord’s after-tax net return from this Lease (the “Net Return”) will be
equal to, but no greater than, the Net Return Lessor expected to receive as of the Commencement
Date (the “Expected Net Return”). The amount of the Tax Indemnity Payment shall be
computed using the same methodology and assumptions used in computing the Expected Net Return,
including without limitation, that the Depreciation Deductions are Landlord’s only tax deductions
with respect to this Lease, that Landlord is able to fully utilize the Depreciation Deductions and,
in the case of Inclusions, is fully taxable on its net income at the maximum federal income tax
rate then in effect for corporations. If Tenant requests that the amount of the Tax Indemnity
Payment be verified, Tenant and Landlord shall appoint a mutually acceptable unrelated recognized
lease broker or lease advisor (such acceptance not to be unreasonably withheld) to confirm the
calculations of the Tax Indemnity Payment. Landlord shall provide such broker or advisor with the



30









 







methodology and assumptions used in computing the Expected Net Return, as well as all other
information utilized by Landlord in computing the Tax Indemnity Payment, provided that such
broker or advisor agrees to maintain the confidentiality of such information (including from
Tenant) pursuant to a written agreement reasonably acceptable to Landlord. The conclusion of such
broker or advisor shall be conclusive and binding on Landlord and Tenant with respect to the
related Tax Indemnity Payment. If such broker or advisor concludes that Landlord’s calculation of
the Tax Indemnity Payment is correct or is lower than the correct Tax Indemnity Payment, Tenant
shall pay for the costs and expenses of such broker or advisor; if such broker or advisor concludes
that Landlord’s calculation of the Tax Indemnity Payment is too high, Landlord shall pay the costs
and expenses of such broker or advisor.



     (c) Tenant shall pay to Landlord the Tax Indemnity Payment within 30 days of receiving written
notice from Landlord describing the Loss and the calculation of the Tax Indemnity Payment;
provided, however that Tenant shall not be required to pay the Tax Indemnity
Payment with respect to any Loss so long as such Loss is being contested pursuant to this
Paragraph 30.



     (d) Landlord shall promptly 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’s contest rights hereunder are
materially adversely affected). If Tenant shall request in writing within sixty (60) days after
Landlord’s notice described above that the Proposed Adjustment be contested (or such shorter period
specified in Landlord’s notice as the time period within which Landlord is required by the
applicable Governmental Authority to take action), Landlord shall contest the Proposed Adjustment
and will not settle any contest thereof without the consent of Tenant, which consent shall not be
unreasonably withheld; 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 (or, if so requested by
Landlord, in advance) for all reasonable out-of-pocket costs and expenses that Landlord incurs 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 $100,000; 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 (which may be redacted portions) relating
exclusively to a Proposed Adjustment.



     (e) 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, including any interest actually received and



31









 







fairly attributable to amounts advanced by Tenant, unless the refund is needed to pay an
indemnity. Notwithstanding anything to the contrary in this Paragraph 30, 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
properly requested such action pursuant to this Paragraph 30, Landlord shall notify Tenant
in writing that Landlord waives its right to any indemnity payment by Tenant (other than with
respect to the expenses of the contest incurred prior to such notice) that Tenant would otherwise
be obligated to pay pursuant to this Paragraph 30 in respect of such adjustment, including
any indemnities arising from such adjustment in subsequent years or that would arise by reason of
the fact that the subject matter of such adjustment is of a continuing nature. In the case of any
such waiver by Landlord of its rights to an indemnity payment from Tenant, Landlord shall return to
Tenant any amounts previously paid by Tenant to Landlord for expenses or costs related to the
contest (to the extent not yet expended) and, if applicable, any amounts paid by Tenant for taxes
with respect to which Landlord has waived its right to an indemnity (plus interest on such tax
payment at the rate then applicable under the Code to refunds of federal income taxes).



     (f) For purposes of this Paragraph 30, “Landlord” shall be deemed to include the
consolidated Federal taxpayer group of which Landlord is a member.



     (g) If as a result of a Tax Loss for which Tenant has paid an indemnity hereunder, Landlord
shall actually realize any federal, state or local income tax savings that it would not have
realized but for such Tax Loss (or the event or circumstance giving rise thereto), which tax
savings have not previously been taken into account in computing the amount of the Tax Indemnity
Payment hereunder, then Landlord shall promptly pay to Tenant an amount equal to the sum of (A) the
amount of such tax savings and (B) the amount of any additional federal, state and local income tax
savings as a result of any payment made pursuant to this sentence; provided,
however, Landlord shall not be required to make any such payment to the extent that the
cumulative amount of such payments would exceed the amount of all Tax Indemnity Payment by Tenant
to Landlord pursuant to Paragraph 30 with respect to such Tax Loss. If for any reason any
tax benefit or savings taken into account in computing the amount of any Tax Indemnity Payment or
any payment to the Tenant pursuant to this Paragraph 30, shall be lost or otherwise
determined to be unavailable, such loss or unavailability shall be treated as a Loss for which
Tenant is required to indemnify the Landlord under this Paragraph 30. Landlord shall act
in good faith in filing its returns, dealing with tax authorities and pursuing tax benefits and
savings that would, in each case, minimize Tenant’s indemnity obligations hereunder.



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



     31. 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 person or circumstances other than those as to which it is invalid or



32









 







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.



     32. 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”; (iii) “lien” shall mean “lien, charge, encumbrance; title retention
agreement, pledge, security interest, mortgage and/or deed of trust”; and (iv) “obligation” shall
mean “obligation, duty, agreement, liability, covenant or condition”.



     (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 the party against whom enforcement of any such modification, amendment, discharge or
waiver is sought and with the written consent of the Lenders.



     (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 may 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.



     (h) This Lease and the Lease Guaranty embody the entire agreement and understanding between
Tenant and Landlord with respect to the transactions contemplated hereby and supersede all other
agreements and understandings between Tenant and Landlord with respect to the subject matter
thereof. This Lease and the Lease Guaranty represent the final agreement between the parties and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of
Tenant and Landlord or any coursed of prior dealings. There are no unwritten oral agreements
between the parties.



     (i) Tenant acknowledges and agrees that Landlord has agreed with the Lenders that Landlord
will not consent to any matter hereunder that requires Landlord’s consent without
obtaining the Lenders’ prior written consent thereto; Tenant agrees that Landlord shall not be



33









 







deemed to have unreasonably withheld, conditioned or delayed its consent with respect to any matter
if the Lenders do not provide their consent to such matter.



34









 





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



	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 	 	ONB ONE MAIN LANDLORD, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SunTrust Equity Funding, LLC,
as Sole Member and Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ R. Todd Shutley
 

	 	 
	 	 	Name: R. Todd Shutley

Title: Senior Vice President and Manager	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 	 	OLD NATIONAL BANK,

a national banking association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher A. Wolking
 

	 	 
	 	 	Name: Christopher A. Wolking

Title: Executive Vice President and Chief Financial Officer	 	 






LEASE AGREEMENT - ONE MAIN

S-1









 








EXHIBIT A




LEGAL DESCRIPTION




PARCEL A:



All of Lots Fifty-seven (57), Fifty-eight (58) and Sixty (60) in the Original Plan of the City of
Evansville, as per plat thereof, recorded in Record B, pages 207 and 208, and as per corrected plat
recorded in Plat Book A, pages 123 and 124, and transcribed of record in Plat Book E, pages 4 and
5, in the Office of the Recorder of Vanderburgh County, Indiana.



Also, all of Lot Fifty-nine (59) in the Original Plan of the City of Evansville, according to the
recorded plat thereof, recorded in Record B, pages 207 and 208, and as per corrected plat recorded
in Plat Book A, pages 123 and 124, and transcribed of record in Plat Book E, pages 4 and 5, in the
Office of the Recorder of Vanderburgh County, Indiana, including, but not limited to, Lots One (1)
thru Seven (7), inclusively, in William M. Walker’s Subdivision of Lot Fifty-nine (59), as per plat
thereof, recorded in Deed Record E, pages 273 and 274, and transcribed of record in Plat Book A,
pages 134 and 135, and re-transcribed of record in Plat Book E, pages 148 and 149, in the Office of
the Recorder of Vanderburgh County, Indiana.



Also, all of the public alleys and walkways vacated August 22, 1969, by Final Resolution No. 8-1969
in Vacation Record 6, page 16, in the Office of the Recorder of Vanderburgh County, Indiana lying
within the Southerly line of Second Street, the Easterly line of Main Street, the Northerly line of
First Street and the Westerly line of Locust Street.



Also, all that part of vacated Southeast First Street vacated by Ordinance No. G-99-10 recorded May
26, 1999 in Deed Drawer 12, Card 6835, in the Office of the Recorder of Vanderburgh County,
Indiana, more particularly described as follows:



Part of Southeast First Street located between the Northwest right-of-way line of Locust Street and
the Southeast right-of-way of Main Street being more particularly described as follows:



Commencing at the East corner of Lot Forty (40) in the Original Plan of the City of Evansville, as
per plat thereof, recorded in Deed Record B, pages 207 and 208, and transcribed of record in Plat
Book A, pages 123 and 124, and retranscribed of record in Plat Book E, pages 4 and 5, in the Office
of the Recorder of Vanderburgh County, Indiana; thence North 57 Degrees 32 Minutes 21 Seconds East
a distance of Thirty (30) feet to the centerline of Southeast First Street and being the true point
of beginning; thence along the centerline of said street, North 32 Degrees 25 Minutes 34 Seconds
West a distance of Two Hundred Ninety-nine and Eighty-one Hundredths (299.81) feet; thence North
57 Degrees 33 Minutes 52 Seconds East a distance of Thirty (30) feet to the West corner of Lot
Fifty-nine (59) in said “Original Plan”; thence along the Southeast line of Lots Fifty-nine (59),
Fifty-eight (58), and Fifty-seven (57) in said “Original Plan” South 32 Degrees 25 Minutes 34
Seconds East a distance of Two Hundred Ninety-Nine and Eighty-one Hundredths (299.81) feet; thence
South 57 Degrees 32 Minutes 21 Seconds West a distance of Thirty (30) feet to the true point of
beginning.




 









 








PARCEL B:



Lots Ten (10), Eleven (11), Twelve (12), Thirty-seven (37), Thirty-nine (39) and Forty (40) and
part of Lots Nine (9) and Thirty-eight (38) in the Original Plan of the City of Evansville, as per
plat thereof, recorded in Deed Record B, pages 207 and 208, and transcribed of record in Plat Book
A, pages 123 and 124, and retranscribed of record in Plat Book E, pages 4 and 5, in the Office of
the Recorder of Vanderburgh County, Indiana, and also the 12 foot alleys vacated by the Board of
Public Works on August 14, 1970 in Declaratory Resolution No. 7-1970, more particularly described
as follows:



Commencing at a 1/2-inch iron rod at the intersection of Locust Street and Southeast First Street;
thence along the centerline of Southeast First Street North 32 Degrees 25 Minutes 34 Seconds West a
distance of Thirty (30) feet; thence along the extended Northwest Thirty (30) foot right-of-way of
Locust Street South 57 Degrees 29 Minutes 23 Seconds West a distance of Thirty (30) feet to the
Easternmost corner of said Lot Forty (40) and being the true point of beginning; thence continue
along the Northwest Thirty (30) foot right-of-way of Locust Street South 57 Degrees 29 Minutes 23
Seconds West a distance of Two Hundred Ninety-seven and Thirty-one Hundredths (297.31) feet to a
point located a distance of Fourteen and Eighty-nine Hundredths (14.89) feet from the Southernmost
corner of said Lot Nine (9); thence North 77 Degrees 27 minutes 57 Seconds West a distance of
Twenty-one and Four Hundredths (21.04) feet to the Northeast Seventy-two (72) foot right-of-way of
Riverside Drive and also being a distance of Fourteen and Eighty-nine Hundredths (14.89) feet from
the Southernmost corner of said Lot Nine (9); thence along the Seventy-two (72) foot right-of way
of Riverside Drive North 32 Degrees 25 minutes 17 seconds West a distance of Two Hundred
Eighty-five an Twenty-seven Hundredths (285.27) feet to the Westernmost corner of said Lot Twelve
(12); thence along the Southeast Thirty-eight (38) foot right-of way of Main Street North 57
Degrees 33 Minutes 09 Seconds East a distance of Two Hundred Sixty-eight and Seven Hundredths
(268.07) feet to a point located a distance of Forty-four and Eleven Hundredths (44.11) feet from
the Northernmost corner of said Lot Thirty-eight (38); thence North 77 Degrees 13 minutes 38
Seconds East a distance of Forty-six and Eighty-four Hundredth (46.84) feet to the Southwest Thirty
(30) foot right-of-way of Southeast First Street and being a distance of Fifteen and Seventy-seven
Hundredths (15.77) feet from the Northernmost corner of said Lot Thirty eight (38); thence along
the Southwest Thirty (30) foot right-of-way of Southeast First Street South 32 Degrees 25 Minutes
34 Seconds East a distance of Two Hundred Eighty-four and Five Hundredths (284.05) feet to the true
point of beginning.



Also, that portion of vacated Southeast First Street attaching to the above described real estate
resulting from Vacation Ordinance G-99-10 adopted by the Common Council of the City of Evansville
on May 24, 1999 and recorded May 26, 1999 in Deed Drawer 12, Card 6835, in the Office of the
Recorder of Vanderburgh County, Indiana.




 









 





EXHIBIT B




BASIC RENT



Basic Rent for each Basic Rent Payment Date (i) during the period from the date of this Lease until
December 31, 2029 shall be $479,419.35, (ii) during the period from January 1, 2030 until December
31, 2031 shall be $0 and (iii) during first Renewal Term shall be 110% of the amount set forth in
clause (i) and (iv) during any subsequent Renewal Term shall be 110% of the amount of Basic
Rent for the immediately preceding Renewal Term.




 









 





SCHEDULE A




TERMINATION VALUE SCHEDULE




	 	 	 	 	 
	 	 	 	 	Termination
	Date	 	Period	 	Value
	12/15/2006
	 	stub	 	$79,771,503
	1/1/2007
	 	1	 	$79,676,598
	2/1/2007
	 	2	 	$79,581,693
	3/1/2007
	 	3	 	$79,486,788
	4/1/2007
	 	4	 	$79,391,883
	5/1/2007
	 	5	 	$79,296,978
	6/1/2007
	 	6	 	$79,202,072
	7/1/2007
	 	7	 	$79,107,167
	8/1/2007
	 	8	 	$79,012,262
	9/1/2007
	 	9	 	$78,917,357
	10/1/2007
	 	10	 	$78,822,452
	11/1/2007
	 	11	 	$78,727,547
	12/1/2007
	 	12	 	$78,632,642
	1/1/2008
	 	13	 	$78,537,736
	2/1/2008
	 	14	 	$78,442,831
	3/1/2008
	 	15	 	$78,347,926
	4/1/2008
	 	16	 	$78,253,021
	5/1/2008
	 	17	 	$78,158,116
	6/1/2008
	 	18	 	$78,063,211
	7/1/2008
	 	19	 	$77,968,305
	8/1/2008
	 	20	 	$77,873,400
	9/1/2008
	 	21	 	$77,778,495
	10/1/2008
	 	22	 	$77,683,590
	11/1/2008
	 	23	 	$77,588,685
	12/1/2008
	 	24	 	$77,493,780
	1/1/2009
	 	25	 	$77,398,874
	2/1/2009
	 	26	 	$77,303,969
	3/1/2009
	 	27	 	$77,209,064
	4/1/2009
	 	28	 	$77,114,159
	5/1/2009
	 	29	 	$77,019,254
	6/1/2009
	 	30	 	$76,924,349
	7/1/2009
	 	31	 	$76,829,443
	8/1/2009
	 	32	 	$76,734,538
	9/1/2009
	 	33	 	$76,639,633
	10/1/2009
	 	34	 	$76,544,728
	11/1/2009
	 	35	 	$76,449,823
	12/1/2009
	 	36	 	$76,354,918
	1/1/2010
	 	37	 	$76,260,012
	2/1/2010
	 	38	 	$76,165,107
	3/1/2010
	 	39	 	$76,070,202
	4/1/2010
	 	40	 	$75,975,297
	5/1/2010
	 	41	 	$75,880,392
	6/1/2010
	 	42	 	$75,785,487
	7/1/2010
	 	43	 	$75,690,581
	8/1/2010
	 	44	 	$75,595,676
	9/1/2010
	 	45	 	$75,500,771
	10/1/2010
	 	46	 	$75,405,866
	11/1/2010
	 	47	 	$75,310,961
	12/1/2010
	 	48	 	$75,216,056
	1/1/2011
	 	49	 	$75,121,150
	2/1/2011
	 	50	 	$75,026,245
	3/1/2011
	 	51	 	$74,931,340
	4/1/2011
	 	52	 	$74,836,435
	5/1/2011
	 	53	 	$74,741,530
	6/1/2011
	 	54	 	$74,646,625
	7/1/2011
	 	55	 	$74,551,719
	8/1/2011
	 	56	 	$74,456,814
	9/1/2011
	 	57	 	$74,361,909
	10/1/2011
	 	58	 	$74,267,004
	11/1/2011
	 	59	 	$74,172,099
	12/1/2011
	 	60	 	$74,077,194
	1/1/2012
	 	61	 	$73,982,288
	2/1/2012
	 	62	 	$73,887,383
	3/1/2012
	 	63	 	$73,792,478
	4/1/2012
	 	64	 	$73,697,573
	5/1/2012
	 	65	 	$73,602,668
	6/1/2012
	 	66	 	$73,507,763
	7/1/2012
	 	67	 	$73,412,857
	8/1/2012
	 	68	 	$73,317,952
	9/1/2012
	 	69	 	$73,223,047
	10/1/2012
	 	70	 	$73,128,142
	11/1/2012
	 	71	 	$73,033,237
	12/1/2012
	 	72	 	$72,938,332
	1/1/2013
	 	73	 	$72,843,426
	2/1/2013
	 	74	 	$72,748,521
	3/1/2013
	 	75	 	$72,653,616
	4/1/2013
	 	76	 	$72,558,711
	5/1/2013
	 	77	 	$72,463,806
	6/1/2013
	 	78	 	$72,368,901
	7/1/2013
	 	79	 	$72,273,995
	8/1/2013
	 	80	 	$72,179,090
	9/1/2013
	 	81	 	$72,084,185
	10/1/2013
	 	82	 	$71,989,280
	11/1/2013
	 	83	 	$71,894,375
	12/1/2013
	 	84	 	$71,799,470
	1/1/2014
	 	85	 	$71,704,564
	2/1/2014
	 	86	 	$71,609,659
	3/1/2014
	 	87	 	$71,514,754
	4/1/2014
	 	88	 	$71,419,849
	5/1/2014
	 	89	 	$71,324,944
	6/1/2014
	 	90	 	$71,230,039
	7/1/2014
	 	91	 	$71,135,133
	8/1/2014
	 	92	 	$71,040,228
	9/1/2014
	 	93	 	$70,945,323
	10/1/2014
	 	94	 	$70,850,418
	11/1/2014
	 	95	 	$70,755,513
	12/1/2014
	 	96	 	$70,660,608
	1/1/2015
	 	97	 	$70,565,702
	2/1/2015
	 	98	 	$70,470,797
	3/1/2015
	 	99	 	$70,375,892
	4/1/2015
	 	100	 	$70,280,987
	5/1/2015
	 	101	 	$70,186,082
	6/1/2015
	 	102	 	$70,091,177
	7/1/2015
	 	103	 	$69,996,271
	8/1/2015
	 	104	 	$69,901,366
	9/1/2015
	 	105	 	$69,806,461
	10/1/2015
	 	106	 	$69,711,556
	11/1/2015
	 	107	 	$69,616,651
	12/1/2015
	 	108	 	$69,521,746
	1/1/2016
	 	109	 	$69,426,840
	2/1/2016
	 	110	 	$69,331,935
	3/1/2016
	 	111	 	$69,237,030
	4/1/2016
	 	112	 	$69,142,125
	5/1/2016
	 	113	 	$69,047,220
	6/1/2016
	 	114	 	$68,952,315
	7/1/2016
	 	115	 	$68,857,409
	8/1/2016
	 	116	 	$68,762,504
	9/1/2016
	 	117	 	$68,667,599
	10/1/2016
	 	118	 	$68,572,694
	11/1/2016
	 	119	 	$68,477,789
	12/1/2016
	 	120	 	$68,382,884






A-1 









 






	 	 	 	 	 
	 	 	 	 	Termination
	Date	 	Period	 	Value
	1/1/2017
	 	121	 	$68,287,979
	2/1/2017
	 	122	 	$68,193,073
	3/1/2017
	 	123	 	$68,098,168
	4/1/2017
	 	124	 	$68,003,263
	5/1/2017
	 	125	 	$67,908,358
	6/1/2017
	 	126	 	$67,813,453
	7/1/2017
	 	127	 	$67,718,548
	8/1/2017
	 	128	 	$67,623,642
	9/1/2017
	 	129	 	$67,528,737
	10/1/2017
	 	130	 	$67,433,832
	11/1/2017
	 	131	 	$67,338,927
	12/1/2017
	 	132	 	$67,244,022
	1/1/2018
	 	133	 	$67,149,117
	2/1/2018
	 	134	 	$67,054,211
	3/1/2018
	 	135	 	$66,959,306
	4/1/2018
	 	136	 	$66,864,401
	5/1/2018
	 	137	 	$66,769,496
	6/1/2018
	 	138	 	$66,674,591
	7/1/2018
	 	139	 	$66,579,686
	8/1/2018
	 	140	 	$66,484,780
	9/1/2018
	 	141	 	$66,389,875
	10/1/2018
	 	142	 	$66,294,970
	11/1/2018
	 	143	 	$66,200,065
	12/1/2018
	 	144	 	$66,105,160
	1/1/2019
	 	145	 	$66,010,255
	2/1/2019
	 	146	 	$65,915,349
	3/1/2019
	 	147	 	$65,820,444
	4/1/2019
	 	148	 	$65,725,539
	5/1/2019
	 	149	 	$65,630,634
	6/1/2019
	 	150	 	$65,535,729
	7/1/2019
	 	151	 	$65,440,824
	8/1/2019
	 	152	 	$65,345,918
	9/1/2019
	 	153	 	$65,251,013
	10/1/2019
	 	154	 	$65,156,108
	11/1/2019
	 	155	 	$65,061,203
	12/1/2019
	 	156	 	$64,966,298
	1/1/2020
	 	157	 	$64,871,393
	2/1/2020
	 	158	 	$64,776,487
	3/1/2020
	 	159	 	$64,681,582
	4/1/2020
	 	160	 	$64,586,677
	5/1/2020
	 	161	 	$64,491,772
	6/1/2020
	 	162	 	$64,396,867
	7/1/2020
	 	163	 	$64,301,962
	8/1/2020
	 	164	 	$64,207,056
	9/1/2020
	 	165	 	$64,112,151
	10/1/2020
	 	166	 	$64,017,246
	11/1/2020
	 	167	 	$63,922,341
	12/1/2020
	 	168	 	$63,827,436
	1/1/2021
	 	169	 	$63,732,531
	2/1/2021
	 	170	 	$63,637,625
	3/1/2021
	 	171	 	$63,542,720
	4/1/2021
	 	172	 	$63,447,815
	5/1/2021
	 	173	 	$63,352,910
	6/1/2021
	 	174	 	$63,258,005
	7/1/2021
	 	175	 	$63,163,100
	8/1/2021
	 	176	 	$63,068,194
	9/1/2021
	 	177	 	$62,973,289
	10/1/2021
	 	178	 	$62,878,384
	11/1/2021
	 	179	 	$62,783,479
	12/1/2021
	 	180	 	$62,688,574
	1/1/2022
	 	181	 	$62,593,669
	2/1/2022
	 	182	 	$62,498,763
	3/1/2022
	 	183	 	$62,403,858
	4/1/2022
	 	184	 	$62,308,953
	5/1/2022
	 	185	 	$62,214,048
	6/1/2022
	 	186	 	$62,119,143
	7/1/2022
	 	187	 	$62,024,238
	8/1/2022
	 	188	 	$61,929,332
	9/1/2022
	 	189	 	$61,834,427
	10/1/2022
	 	190	 	$61,739,522
	11/1/2022
	 	191	 	$61,644,617
	12/1/2022
	 	192	 	$61,549,712
	1/1/2023
	 	193	 	$61,454,807
	2/1/2023
	 	194	 	$61,359,901
	3/1/2023
	 	195	 	$61,264,996
	4/1/2023
	 	196	 	$61,170,091
	5/1/2023
	 	197	 	$61,075,186
	6/1/2023
	 	198	 	$60,980,281
	7/1/2023
	 	199	 	$60,885,376
	8/1/2023
	 	200	 	$60,790,470
	9/1/2023
	 	201	 	$60,695,565
	10/1/2023
	 	202	 	$60,600,660
	11/1/2023
	 	203	 	$60,505,755
	12/1/2023
	 	204	 	$60,410,850
	1/1/2024
	 	205	 	$60,315,945
	2/1/2024
	 	206	 	$60,221,039
	3/1/2024
	 	207	 	$60,126,134
	4/1/2024
	 	208	 	$60,031,229
	5/1/2024
	 	209	 	$59,936,324
	6/1/2024
	 	210	 	$59,841,419
	7/1/2024
	 	211	 	$59,746,514
	8/1/2024
	 	212	 	$59,651,608
	9/1/2024
	 	213	 	$59,556,703
	10/1/2024
	 	214	 	$59,461,798
	11/1/2024
	 	215	 	$59,366,893
	12/1/2024
	 	216	 	$59,271,988
	1/1/2025
	 	217	 	$59,177,083
	2/1/2025
	 	218	 	$59,082,177
	3/1/2025
	 	219	 	$58,987,272
	4/1/2025
	 	220	 	$58,892,367
	5/1/2025
	 	221	 	$58,797,462
	6/1/2025
	 	222	 	$58,702,557
	7/1/2025
	 	223	 	$58,607,652
	8/1/2025
	 	224	 	$58,512,746
	9/1/2025
	 	225	 	$58,417,841
	10/1/2025
	 	226	 	$58,322,936
	11/1/2025
	 	227	 	$58,228,031
	12/1/2025
	 	228	 	$58,133,126
	1/1/2026
	 	229	 	$58,038,221
	2/1/2026
	 	230	 	$57,943,315
	3/1/2026
	 	231	 	$57,848,410
	4/1/2026
	 	232	 	$57,753,505
	5/1/2026
	 	233	 	$57,658,600
	6/1/2026
	 	234	 	$57,563,695
	7/1/2026
	 	235	 	$57,468,790
	8/1/2026
	 	236	 	$57,373,885
	9/1/2026
	 	237	 	$57,278,979
	10/1/2026
	 	238	 	$57,184,074
	11/1/2026
	 	239	 	$57,089,169
	12/1/2026
	 	240	 	$56,994,264






A-2 









 






	 	 	 	 	 
	 	 	 	 	Termination
	Date	 	Period	 	Value
	1/1/2027
	 	241	 	$56,899,359
	2/1/2027
	 	242	 	$56,804,454
	3/1/2027
	 	243	 	$56,709,548
	4/1/2027
	 	244	 	$56,614,643
	5/1/2027
	 	245	 	$56,519,738
	6/1/2027
	 	246	 	$56,424,833
	7/1/2027
	 	247	 	$56,329,928
	8/1/2027
	 	248	 	$56,235,023
	9/1/2027
	 	249	 	$56,140,117
	10/1/2027
	 	250	 	$56,045,212







A-3 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Termination
	Date	 	Period	 	Value
	11/1/2027
	 	 	251	 	 	$	55,950,307	 
	12/1/2027
	 	 	252	 	 	$	55,855,402	 
	1/1/2028
	 	 	253	 	 	$	55,760,497	 
	2/1/2028
	 	 	254	 	 	$	55,665,592	 
	3/1/2028
	 	 	255	 	 	$	55,570,686	 
	4/1/2028
	 	 	256	 	 	$	55,475,781	 
	5/1/2028
	 	 	257	 	 	$	55,380,876	 
	6/1/2028
	 	 	258	 	 	$	55,285,971	 
	7/1/2028
	 	 	259	 	 	$	55,191,066	 
	8/1/2028
	 	 	260	 	 	$	55,096,161	 
	9/1/2028
	 	 	261	 	 	$	55,001,255	 
	10/1/2028
	 	 	262	 	 	$	54,906,350	 
	11/1/2028
	 	 	263	 	 	$	54,811,445	 
	12/1/2028
	 	 	264	 	 	$	54,716,540	 
	1/1/2029
	 	 	265	 	 	$	54,621,635	 
	2/1/2029
	 	 	266	 	 	$	54,526,730	 
	3/1/2029
	 	 	267	 	 	$	54,431,824	 
	4/1/2029
	 	 	268	 	 	$	54,336,919	 
	5/1/2029
	 	 	269	 	 	$	54,242,014	 
	6/1/2029
	 	 	270	 	 	$	54,147,109	 
	7/1/2029
	 	 	271	 	 	$	54,052,204	 
	8/1/2029
	 	 	272	 	 	$	53,957,299	 
	9/1/2029
	 	 	273	 	 	$	53,862,393	 
	10/1/2029
	 	 	274	 	 	$	53,767,488	 
	11/1/2029
	 	 	275	 	 	$	53,672,583	 
	12/1/2029
	 	 	276	 	 	$	53,577,678	 
	1/1/2030
	 	 	277	 	 	$	53,482,773	 
	2/1/2030
	 	 	278	 	 	$	53,387,868	 
	3/1/2030
	 	 	279	 	 	$	53,292,962	 
	4/1/2030
	 	 	280	 	 	$	53,198,057	 
	5/1/2030
	 	 	281	 	 	$	53,103,152	 
	6/1/2030
	 	 	282	 	 	$	53,008,247	 
	7/1/2030
	 	 	283	 	 	$	52,913,342	 
	8/1/2030
	 	 	284	 	 	$	52,818,437	 
	9/1/2030
	 	 	285	 	 	$	52,723,531	 
	10/1/2030
	 	 	286	 	 	$	52,628,626	 
	11/1/2030
	 	 	287	 	 	$	52,533,721	 
	12/1/2030
	 	 	288	 	 	$	52,438,816	 
	1/1/2031
	 	 	289	 	 	$	52,343,911	 
	2/1/2031
	 	 	290	 	 	$	52,249,006	 
	3/1/2031
	 	 	291	 	 	$	52,154,100	 
	4/1/2031
	 	 	292	 	 	$	52,059,195	 
	5/1/2031
	 	 	293	 	 	$	51,964,290	 
	6/1/2031
	 	 	294	 	 	$	51,869,385	 
	7/1/2031
	 	 	295	 	 	$	51,774,480	 
	8/1/2031
	 	 	296	 	 	$	51,679,575	 
	9/1/2031
	 	 	297	 	 	$	51,584,669	 
	10/1/2031
	 	 	298	 	 	$	51,489,764	 
	11/1/2031
	 	 	299	 	 	$	51,394,859	 
	12/1/2031
	 	 	300	 	 	$	51,299,954	 






A-4









 








SCHEDULE B




PERMITTED ENCUMBRANCES




See Attached




 









 








SCHEDULE C




ALLOCATED RENT SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	1
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	—	 	 	 	(51,953.41	)	 	 	427,465.94	 	 	 	 	 
	2
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(228.12	)	 	 	(104,134.94	)	 	 	427,237.82	 	 	 	 	 
	3
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(457.24	)	 	 	(156,545.59	)	 	 	427,008.70	 	 	 	 	 
	4
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(687.37	)	 	 	(209,186.37	)	 	 	426,778.58	 	 	 	 	 
	5
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(918.50	)	 	 	(262,058.29	)	 	 	426,547.44	 	 	 	 	 
	6
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(1,150.65	)	 	 	(315,162.35	)	 	 	426,315.29	 	 	 	 	 
	7
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(1,383.83	)	 	 	(368,499.59	)	 	 	426,082.12	 	 	 	 	 
	8
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(1,618.02	)	 	 	(422,071.02	)	 	 	425,847.92	 	 	 	 	 
	9
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(1,853.24	)	 	 	(475,877.68	)	 	 	425,612.70	 	 	 	 	 
	10
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(2,089.50	)	 	 	(529,920.59	)	 	 	425,376.44	 	 	 	 	 
	11
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(2,326.79	)	 	 	(584,200.80	)	 	 	425,139.15	 	 	 	 	 
	12
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(2,565.13	)	 	 	(638,719.34	)	 	 	424,900.81	 	 	 	5,114,312.90	 
	13
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(2,804.51	)	 	 	(693,477.26	)	 	 	424,661.43	 	 	 	 	 
	14
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(3,044.94	)	 	 	(748,475.61	)	 	 	424,421.00	 	 	 	 	 
	15
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(3,286.43	)	 	 	(803,715.46	)	 	 	424,179.51	 	 	 	 	 
	16
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(3,528.98	)	 	 	(859,197.85	)	 	 	423,936.96	 	 	 	 	 
	17
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(3,772.59	)	 	 	(914,923.86	)	 	 	423,693.35	 	 	 	 	 
	18
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(4,017.28	)	 	 	(970,894.55	)	 	 	423,448.66	 	 	 	 	 
	19
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(4,263.04	)	 	 	(1,027,111.00	)	 	 	423,202.91	 	 	 	 	 
	20
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(4,509.87	)	 	 	(1,083,574.28	)	 	 	422,956.07	 	 	 	 	 
	21
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(4,757.79	)	 	 	(1,140,285.49	)	 	 	422,708.15	 	 	 	 	 
	22
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(5,006.80	)	 	 	(1,197,245.70	)	 	 	422,459.14	 	 	 	 	 
	23
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(5,256.91	)	 	 	(1,254,456.02	)	 	 	422,209.03	 	 	 	 	 






C-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	24
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(5,508.11	)	 	 	(1,311,917.54	)	 	 	421,957.83	 	 	 	5,079,834.04	 
	25
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(5,760.41	)	 	 	(1,369,631.36	)	 	 	421,705.53	 	 	 	 	 
	26
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(6,013.82	)	 	 	(1,427,598.60	)	 	 	421,452.12	 	 	 	 	 
	27
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(6,268.35	)	 	 	(1,485,820.36	)	 	 	421,197.59	 	 	 	 	 
	28
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(6,523.99	)	 	 	(1,544,297.76	)	 	 	420,941.95	 	 	 	 	 
	29
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(6,780.75	)	 	 	(1,603,031.93	)	 	 	420,685.19	 	 	 	 	 
	30
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(7,038.65	)	 	 	(1,662,023.98	)	 	 	420,427.30	 	 	 	 	 
	31
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(7,297.67	)	 	 	(1,721,275.07	)	 	 	420,168.27	 	 	 	 	 
	32
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(7,557.83	)	 	 	(1,780,786.31	)	 	 	419,908.11	 	 	 	 	 
	33
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(7,819.14	)	 	 	(1,840,558.86	)	 	 	419,646.81	 	 	 	 	 
	34
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(8,081.59	)	 	 	(1,900,593.86	)	 	 	419,384.35	 	 	 	 	 
	35
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(8,345.19	)	 	 	(1,960,892.46	)	 	 	419,120.75	 	 	 	 	 
	36
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(8,609.95	)	 	 	(2,021,455.83	)	 	 	418,855.99	 	 	 	5,043,493.96	 
	37
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(8,875.88	)	 	 	(2,082,285.11	)	 	 	418,590.07	 	 	 	 	 
	38
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(9,142.97	)	 	 	(2,143,381.49	)	 	 	418,322.97	 	 	 	 	 
	39
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(9,411.23	)	 	 	(2,204,746.14	)	 	 	418,054.71	 	 	 	 	 
	40
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(9,680.67	)	 	 	(2,266,380.22	)	 	 	417,785.27	 	 	 	 	 
	41
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(9,951.30	)	 	 	(2,328,284.93	)	 	 	417,514.64	 	 	 	 	 
	42
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(10,223.11	)	 	 	(2,390,461.45	)	 	 	417,242.83	 	 	 	 	 
	43
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(10,496.12	)	 	 	(2,452,910.98	)	 	 	416,969.82	 	 	 	 	 
	44
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(10,770.32	)	 	 	(2,515,634.72	)	 	 	416,695.62	 	 	 	 	 
	45
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(11,045.73	)	 	 	(2,578,633.86	)	 	 	416,420.21	 	 	 	 	 
	46
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(11,322.35	)	 	 	(2,641,909.63	)	 	 	416,143.59	 	 	 	 	 
	47
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(11,600.18	)	 	 	(2,705,463.22	)	 	 	415,865.76	 	 	 	 	 
	48
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(11,879.24	)	 	 	(2,769,295.87	)	 	 	415,586.70	 	 	 	5,005,192.19	 
	49
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(12,159.52	)	 	 	(2,833,408.80	)	 	 	415,306.42	 	 	 	 	 
	50
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(12,441.03	)	 	 	(2,897,803.24	)	 	 	415,024.92	 	 	 	 	 
	51
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(12,723.77	)	 	 	(2,962,480.42	)	 	 	414,742.17	 	 	 	 	 






C-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	52
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(13,007.76	)	 	 	(3,027,441.59	)	 	 	414,458.18	 	 	 	 	 
	53
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(13,292.99	)	 	 	(3,092,688.00	)	 	 	414,172.95	 	 	 	 	 
	54
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(13,579.48	)	 	 	(3,158,220.89	)	 	 	413,886.46	 	 	 	 	 
	55
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(13,867.22	)	 	 	(3,224,041.52	)	 	 	413,598.72	 	 	 	 	 
	56
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(14,156.23	)	 	 	(3,290,151.16	)	 	 	413,309.71	 	 	 	 	 
	57
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(14,446.51	)	 	 	(3,356,551.08	)	 	 	413,019.44	 	 	 	 	 
	58
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(14,738.06	)	 	 	(3,423,242.55	)	 	 	412,727.88	 	 	 	 	 
	59
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(15,030.89	)	 	 	(3,490,226.85	)	 	 	412,435.05	 	 	 	 	 
	60
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(15,325.00	)	 	 	(3,557,505.26	)	 	 	412,140.94	 	 	 	4,964,822.85	 
	61
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(15,620.41	)	 	 	(3,625,079.09	)	 	 	411,845.53	 	 	 	 	 
	62
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(15,917.12	)	 	 	(3,692,949.62	)	 	 	411,548.82	 	 	 	 	 
	63
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(16,215.13	)	 	 	(3,761,118.16	)	 	 	411,250.81	 	 	 	 	 
	64
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(16,514.44	)	 	 	(3,829,586.01	)	 	 	410,951.50	 	 	 	 	 
	65
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(16,815.07	)	 	 	(3,898,354.50	)	 	 	410,650.87	 	 	 	 	 
	66
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(17,117.02	)	 	 	(3,967,424.94	)	 	 	410,348.92	 	 	 	 	 
	67
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(17,420.30	)	 	 	(4,036,798.65	)	 	 	410,045.64	 	 	 	 	 
	68
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(17,724.91	)	 	 	(4,106,476.97	)	 	 	409,741.03	 	 	 	 	 
	69
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(18,030.86	)	 	 	(4,176,461.24	)	 	 	409,435.09	 	 	 	 	 
	70
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(18,338.15	)	 	 	(4,246,752.80	)	 	 	409,127.80	 	 	 	 	 
	71
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(18,646.78	)	 	 	(4,317,352.99	)	 	 	408,819.16	 	 	 	 	 
	72
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(18,956.78	)	 	 	(4,388,263.18	)	 	 	408,509.16	 	 	 	4,922,274.32	 
	73
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(19,268.13	)	 	 	(4,459,484.73	)	 	 	408,197.81	 	 	 	 	 
	74
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(19,580.85	)	 	 	(4,531,018.99	)	 	 	407,885.09	 	 	 	 	 
	75
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(19,894.95	)	 	 	(4,602,867.35	)	 	 	407,570.99	 	 	 	 	 
	76
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(20,210.42	)	 	 	(4,675,031.19	)	 	 	407,255.52	 	 	 	 	 
	77
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(20,527.28	)	 	 	(4,747,511.89	)	 	 	406,938.66	 	 	 	 	 
	78
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(20,845.53	)	 	 	(4,820,310.83	)	 	 	406,620.41	 	 	 	 	 
	79
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(21,165.18	)	 	 	(4,893,429.42	)	 	 	406,300.76	 	 	 	 	 






C-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	80
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(21,486.23	)	 	 	(4,966,869.07	)	 	 	405,979.71	 	 	 	 	 
	81
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(21,808.69	)	 	 	(5,040,631.18	)	 	 	405,657.25	 	 	 	 	 
	82
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(22,132.57	)	 	 	(5,114,717.16	)	 	 	405,333.37	 	 	 	 	 
	83
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(22,457.87	)	 	 	(5,189,128.44	)	 	 	405,008.07	 	 	 	 	 
	84
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(22,784.60	)	 	 	(5,263,866.45	)	 	 	404,681.34	 	 	 	4,877,428.97	 
	85
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(23,112.76	)	 	 	(5,338,932.62	)	 	 	404,353.18	 	 	 	 	 
	86
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(23,442.36	)	 	 	(5,414,328.40	)	 	 	404,023.58	 	 	 	 	 
	87
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(23,773.41	)	 	 	(5,490,055.23	)	 	 	403,692.53	 	 	 	 	 
	88
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(24,105.92	)	 	 	(5,566,114.56	)	 	 	403,360.02	 	 	 	 	 
	89
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(24,439.88	)	 	 	(5,642,507.85	)	 	 	403,026.06	 	 	 	 	 
	90
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(24,775.31	)	 	 	(5,719,236.57	)	 	 	402,690.63	 	 	 	 	 
	91
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(25,112.21	)	 	 	(5,796,302.20	)	 	 	402,353.73	 	 	 	 	 
	92
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(25,450.60	)	 	 	(5,873,706.21	)	 	 	402,015.34	 	 	 	 	 
	93
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(25,790.47	)	 	 	(5,951,450.09	)	 	 	401,675.48	 	 	 	 	 
	94
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(26,131.83	)	 	 	(6,029,535.32	)	 	 	401,334.12	 	 	 	 	 
	95
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(26,474.68	)	 	 	(6,107,963.42	)	 	 	400,991.26	 	 	 	 	 
	96
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(26,819.05	)	 	 	(6,186,735.88	)	 	 	400,646.89	 	 	 	4,830,162.81	 
	97
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(27,164.93	)	 	 	(6,265,854.22	)	 	 	400,301.02	 	 	 	 	 
	98
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(27,512.32	)	 	 	(6,345,319.95	)	 	 	399,953.62	 	 	 	 	 
	99
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(27,861.24	)	 	 	(6,425,134.61	)	 	 	399,604.70	 	 	 	 	 
	100
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(28,211.70	)	 	 	(6,505,299.72	)	 	 	399,254.25	 	 	 	 	 
	101
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(28,563.69	)	 	 	(6,585,816.81	)	 	 	398,902.25	 	 	 	 	 
	102
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(28,917.22	)	 	 	(6,666,687.45	)	 	 	398,548.72	 	 	 	 	 
	103
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(29,272.31	)	 	 	(6,747,913.18	)	 	 	398,193.63	 	 	 	 	 
	104
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(29,628.96	)	 	 	(6,829,495.55	)	 	 	397,836.98	 	 	 	 	 
	105
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(29,987.18	)	 	 	(6,911,436.14	)	 	 	397,478.76	 	 	 	 	 
	106
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(30,346.96	)	 	 	(6,993,736.52	)	 	 	397,118.98	 	 	 	 	 
	107
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(30,708.33	)	 	 	(7,076,398.26	)	 	 	396,757.61	 	 	 	 	 






C-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	108
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(31,071.29	)	 	 	(7,159,422.96	)	 	 	396,394.66	 	 	 	4,780,345.17	 
	109
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(31,435.83	)	 	 	(7,242,812.20	)	 	 	396,030.11	 	 	 	 	 
	110
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(31,801.98	)	 	 	(7,326,567.59	)	 	 	395,663.96	 	 	 	 	 
	111
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(32,169.74	)	 	 	(7,410,690.74	)	 	 	395,296.20	 	 	 	 	 
	112
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(32,539.11	)	 	 	(7,495,183.26	)	 	 	394,926.83	 	 	 	 	 
	113
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(32,910.10	)	 	 	(7,580,046.78	)	 	 	394,555.84	 	 	 	 	 
	114
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(33,282.72	)	 	 	(7,665,282.91	)	 	 	394,183.22	 	 	 	 	 
	115
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(33,656.98	)	 	 	(7,750,893.30	)	 	 	393,808.96	 	 	 	 	 
	116
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(34,032.88	)	 	 	(7,836,879.60	)	 	 	393,433.06	 	 	 	 	 
	117
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(34,410.43	)	 	 	(7,923,243.44	)	 	 	393,055.51	 	 	 	 	 
	118
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(34,789.64	)	 	 	(8,009,986.49	)	 	 	392,676.30	 	 	 	 	 
	119
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(35,170.52	)	 	 	(8,097,110.42	)	 	 	392,295.43	 	 	 	 	 
	120
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(35,553.06	)	 	 	(8,184,616.90	)	 	 	391,912.88	 	 	 	4,727,838.30	 
	121
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(35,937.29	)	 	 	(8,272,507.60	)	 	 	391,528.65	 	 	 	 	 
	122
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(36,323.20	)	 	 	(8,360,784.21	)	 	 	391,142.74	 	 	 	 	 
	123
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(36,710.81	)	 	 	(8,449,448.43	)	 	 	390,755.13	 	 	 	 	 
	124
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(37,100.12	)	 	 	(8,538,501.96	)	 	 	390,365.82	 	 	 	 	 
	125
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(37,491.14	)	 	 	(8,627,946.52	)	 	 	389,974.80	 	 	 	 	 
	126
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(37,883.88	)	 	 	(8,717,783.80	)	 	 	389,582.07	 	 	 	 	 
	127
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(38,278.34	)	 	 	(8,808,015.55	)	 	 	389,187.61	 	 	 	 	 
	128
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(38,674.53	)	 	 	(8,898,643.49	)	 	 	388,791.41	 	 	 	 	 
	129
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(39,072.46	)	 	 	(8,989,669.36	)	 	 	388,393.48	 	 	 	 	 
	130
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(39,472.14	)	 	 	(9,081,094.92	)	 	 	387,993.80	 	 	 	 	 
	131
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(39,873.57	)	 	 	(9,172,921.90	)	 	 	387,592.37	 	 	 	 	 
	132
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(40,276.77	)	 	 	(9,265,152.09	)	 	 	387,189.17	 	 	 	4,672,497.05	 
	133
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(40,681.74	)	 	 	(9,357,787.24	)	 	 	386,784.20	 	 	 	 	 
	134
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(41,088.48	)	 	 	(9,450,829.13	)	 	 	386,377.46	 	 	 	 	 
	135
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(41,497.02	)	 	 	(9,544,279.56	)	 	 	385,968.93	 	 	 	 	 






C-5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	136
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(41,907.34	)	 	 	(9,638,140.31	)	 	 	385,558.60	 	 	 	 	 
	137
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(42,319.47	)	 	 	(9,732,413.19	)	 	 	385,146.47	 	 	 	 	 
	138
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(42,733.40	)	 	 	(9,827,100.01	)	 	 	384,732.54	 	 	 	 	 
	139
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(43,149.16	)	 	 	(9,922,202.58	)	 	 	384,316.78	 	 	 	 	 
	140
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(43,566.74	)	 	 	(10,017,722.73	)	 	 	383,899.20	 	 	 	 	 
	141
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(43,986.15	)	 	 	(10,113,662.29	)	 	 	383,479.79	 	 	 	 	 
	142
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(44,407.41	)	 	 	(10,210,023.11	)	 	 	383,058.54	 	 	 	 	 
	143
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(44,830.51	)	 	 	(10,306,807.03	)	 	 	382,635.43	 	 	 	 	 
	144
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(45,255.47	)	 	 	(10,404,015.92	)	 	 	382,210.47	 	 	 	4,614,168.41	 
	145
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(45,682.30	)	 	 	(10,501,651.63	)	 	 	381,783.64	 	 	 	 	 
	146
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(46,111.00	)	 	 	(10,599,716.04	)	 	 	381,354.94	 	 	 	 	 
	147
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(46,541.59	)	 	 	(10,698,211.04	)	 	 	380,924.35	 	 	 	 	 
	148
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(46,974.06	)	 	 	(10,797,138.52	)	 	 	380,491.88	 	 	 	 	 
	149
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(47,408.44	)	 	 	(10,896,500.36	)	 	 	380,057.51	 	 	 	 	 
	150
	 	 	479,419.35	 	 	 	396,959.22	 	 	 	427,465.94	 	 	 	(47,844.72	)	 	 	(10,996,298.49	)	 	 	379,621.22	 	 	 	 	 
	151
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,282.91	)	 	 	(11,001,542.39	)	 	 	474,175.46	 	 	 	 	 
	152
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,305.94	)	 	 	(11,006,809.31	)	 	 	474,152.43	 	 	 	 	 
	153
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,329.07	)	 	 	(11,012,099.35	)	 	 	474,129.31	 	 	 	 	 
	154
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,352.29	)	 	 	(11,017,412.63	)	 	 	474,106.08	 	 	 	 	 
	155
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,375.62	)	 	 	(11,022,749.23	)	 	 	474,082.75	 	 	 	 	 
	156
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,399.05	)	 	 	(11,028,109.26	)	 	 	474,059.32	 	 	 	5,128,938.89	 
	157
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,422.59	)	 	 	(11,033,492.84	)	 	 	474,035.78	 	 	 	 	 
	158
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,446.23	)	 	 	(11,038,900.04	)	 	 	474,012.14	 	 	 	 	 
	159
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,469.97	)	 	 	(11,044,331.00	)	 	 	473,988.40	 	 	 	 	 
	160
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,493.82	)	 	 	(11,049,785.79	)	 	 	473,964.56	 	 	 	 	 
	161
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,517.77	)	 	 	(11,055,264.54	)	 	 	473,940.60	 	 	 	 	 
	162
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,541.82	)	 	 	(11,060,767.35	)	 	 	473,916.55	 	 	 	 	 
	163
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,565.99	)	 	 	(11,066,294.31	)	 	 	473,892.39	 	 	 	 	 






C-6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	164
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,590.25	)	 	 	(11,071,845.55	)	 	 	473,868.12	 	 	 	 	 
	165
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,614.63	)	 	 	(11,077,421.16	)	 	 	473,843.74	 	 	 	 	 
	166
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,639.11	)	 	 	(11,083,021.25	)	 	 	473,819.26	 	 	 	 	 
	167
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,663.70	)	 	 	(11,088,645.93	)	 	 	473,794.67	 	 	 	 	 
	168
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,688.40	)	 	 	(11,094,295.30	)	 	 	473,769.98	 	 	 	5,686,846.20	 
	169
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,713.20	)	 	 	(11,099,969.49	)	 	 	473,745.17	 	 	 	 	 
	170
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,738.12	)	 	 	(11,105,668.58	)	 	 	473,720.26	 	 	 	 	 
	171
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,763.14	)	 	 	(11,111,392.70	)	 	 	473,695.23	 	 	 	 	 
	172
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,788.27	)	 	 	(11,117,141.96	)	 	 	473,670.10	 	 	 	 	 
	173
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,813.52	)	 	 	(11,122,916.46	)	 	 	473,644.86	 	 	 	 	 
	174
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,838.87	)	 	 	(11,128,716.31	)	 	 	473,619.50	 	 	 	 	 
	175
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,864.34	)	 	 	(11,134,541.63	)	 	 	473,594.03	 	 	 	 	 
	176
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,889.92	)	 	 	(11,140,392.53	)	 	 	473,568.46	 	 	 	 	 
	177
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,915.61	)	 	 	(11,146,269.11	)	 	 	473,542.77	 	 	 	 	 
	178
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,941.41	)	 	 	(11,152,171.50	)	 	 	473,516.96	 	 	 	 	 
	179
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,967.33	)	 	 	(11,158,099.81	)	 	 	473,491.05	 	 	 	 	 
	180
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,993.36	)	 	 	(11,164,054.15	)	 	 	473,465.02	 	 	 	5,683,273.40	 
	181
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,019.50	)	 	 	(11,170,034.63	)	 	 	473,438.87	 	 	 	 	 
	182
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,045.76	)	 	 	(11,176,041.37	)	 	 	473,412.61	 	 	 	 	 
	183
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,072.13	)	 	 	(11,182,074.49	)	 	 	473,386.24	 	 	 	 	 
	184
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,098.63	)	 	 	(11,188,134.09	)	 	 	473,359.75	 	 	 	 	 
	185
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,125.23	)	 	 	(11,194,220.31	)	 	 	473,333.14	 	 	 	 	 
	186
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,151.96	)	 	 	(11,200,333.24	)	 	 	473,306.42	 	 	 	 	 
	187
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,178.80	)	 	 	(11,206,473.02	)	 	 	473,279.58	 	 	 	 	 
	188
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,205.76	)	 	 	(11,212,639.76	)	 	 	473,252.62	 	 	 	 	 
	189
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,232.83	)	 	 	(11,218,833.57	)	 	 	473,225.54	 	 	 	 	 
	190
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,260.03	)	 	 	(11,225,054.58	)	 	 	473,198.34	 	 	 	 	 
	191
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,287.34	)	 	 	(11,231,302.90	)	 	 	473,171.03	 	 	 	 	 






C-7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	192
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,314.78	)	 	 	(11,237,578.66	)	 	 	473,143.59	 	 	 	5,679,507.73	 
	193
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,342.33	)	 	 	(11,243,881.98	)	 	 	473,116.04	 	 	 	 	 
	194
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,370.01	)	 	 	(11,250,212.97	)	 	 	473,088.36	 	 	 	 	 
	195
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,397.81	)	 	 	(11,256,571.76	)	 	 	473,060.56	 	 	 	 	 
	196
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,425.73	)	 	 	(11,262,958.47	)	 	 	473,032.64	 	 	 	 	 
	197
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,453.77	)	 	 	(11,269,373.23	)	 	 	473,004.60	 	 	 	 	 
	198
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,481.94	)	 	 	(11,275,816.15	)	 	 	472,976.43	 	 	 	 	 
	199
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,510.23	)	 	 	(11,282,287.36	)	 	 	472,948.14	 	 	 	 	 
	200
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,538.64	)	 	 	(11,288,786.98	)	 	 	472,919.73	 	 	 	 	 
	201
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,567.18	)	 	 	(11,295,315.14	)	 	 	472,891.19	 	 	 	 	 
	202
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,595.85	)	 	 	(11,301,871.97	)	 	 	472,862.53	 	 	 	 	 
	203
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,624.64	)	 	 	(11,308,457.59	)	 	 	472,833.74	 	 	 	 	 
	204
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,653.55	)	 	 	(11,315,072.12	)	 	 	472,804.82	 	 	 	5,675,538.78	 
	205
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,682.60	)	 	 	(11,321,715.70	)	 	 	472,775.78	 	 	 	 	 
	206
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,711.77	)	 	 	(11,328,388.45	)	 	 	472,746.61	 	 	 	 	 
	207
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,741.07	)	 	 	(11,335,090.49	)	 	 	472,717.31	 	 	 	 	 
	208
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,770.49	)	 	 	(11,341,821.97	)	 	 	472,687.88	 	 	 	 	 
	209
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,800.05	)	 	 	(11,348,583.00	)	 	 	472,658.32	 	 	 	 	 
	210
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,829.74	)	 	 	(11,355,373.71	)	 	 	472,628.64	 	 	 	 	 
	211
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,859.55	)	 	 	(11,362,194.25	)	 	 	472,598.82	 	 	 	 	 
	212
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,889.50	)	 	 	(11,369,044.73	)	 	 	472,568.87	 	 	 	 	 
	213
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,919.58	)	 	 	(11,375,925.29	)	 	 	472,538.79	 	 	 	 	 
	214
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,949.79	)	 	 	(11,382,836.06	)	 	 	472,508.58	 	 	 	 	 
	215
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(49,980.14	)	 	 	(11,389,777.18	)	 	 	472,478.24	 	 	 	 	 
	216
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,010.61	)	 	 	(11,396,748.78	)	 	 	472,447.76	 	 	 	5,671,355.59	 
	217
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,041.22	)	 	 	(11,403,750.98	)	 	 	472,417.15	 	 	 	 	 
	218
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,071.97	)	 	 	(11,410,783.93	)	 	 	472,386.40	 	 	 	 	 
	219
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,102.85	)	 	 	(11,417,847.76	)	 	 	472,355.52	 	 	 	 	 






C-8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	220
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,133.87	)	 	 	(11,424,942.61	)	 	 	472,324.51	 	 	 	 	 
	221
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,165.02	)	 	 	(11,432,068.61	)	 	 	472,293.35	 	 	 	 	 
	222
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,196.31	)	 	 	(11,439,225.90	)	 	 	472,262.06	 	 	 	 	 
	223
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,227.73	)	 	 	(11,446,414.61	)	 	 	472,230.64	 	 	 	 	 
	224
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,259.30	)	 	 	(11,453,634.89	)	 	 	472,199.07	 	 	 	 	 
	225
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,291.00	)	 	 	(11,460,886.87	)	 	 	472,167.37	 	 	 	 	 
	226
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,322.84	)	 	 	(11,468,170.70	)	 	 	472,135.53	 	 	 	 	 
	227
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,354.83	)	 	 	(11,475,486.51	)	 	 	472,103.55	 	 	 	 	 
	228
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,386.95	)	 	 	(11,482,834.44	)	 	 	472,071.42	 	 	 	5,666,946.58	 
	229
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,419.21	)	 	 	(11,490,214.63	)	 	 	472,039.16	 	 	 	 	 
	230
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,451.62	)	 	 	(11,497,627.23	)	 	 	472,006.76	 	 	 	 	 
	231
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,484.16	)	 	 	(11,505,072.37	)	 	 	471,974.21	 	 	 	 	 
	232
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,516.86	)	 	 	(11,512,550.21	)	 	 	471,941.52	 	 	 	 	 
	233
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,549.69	)	 	 	(11,520,060.88	)	 	 	471,908.68	 	 	 	 	 
	234
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,582.67	)	 	 	(11,527,604.53	)	 	 	471,875.71	 	 	 	 	 
	235
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,615.79	)	 	 	(11,535,181.30	)	 	 	471,842.58	 	 	 	 	 
	236
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,649.06	)	 	 	(11,542,791.34	)	 	 	471,809.31	 	 	 	 	 
	237
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,682.47	)	 	 	(11,550,434.79	)	 	 	471,775.90	 	 	 	 	 
	238
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,716.03	)	 	 	(11,558,111.81	)	 	 	471,742.34	 	 	 	 	 
	239
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,749.74	)	 	 	(11,565,822.53	)	 	 	471,708.63	 	 	 	 	 
	240
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,783.60	)	 	 	(11,573,567.11	)	 	 	471,674.77	 	 	 	5,662,299.57	 
	241
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,817.60	)	 	 	(11,581,345.69	)	 	 	471,640.77	 	 	 	 	 
	242
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,851.76	)	 	 	(11,589,158.43	)	 	 	471,606.61	 	 	 	 	 
	243
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,886.06	)	 	 	(11,597,005.48	)	 	 	471,572.31	 	 	 	 	 
	244
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,920.52	)	 	 	(11,604,886.98	)	 	 	471,537.85	 	 	 	 	 
	245
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,955.12	)	 	 	(11,612,803.08	)	 	 	471,503.25	 	 	 	 	 
	246
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,989.88	)	 	 	(11,620,753.94	)	 	 	471,468.49	 	 	 	 	 
	247
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,024.79	)	 	 	(11,628,739.72	)	 	 	471,433.58	 	 	 	 	 






C-9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	248
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,059.86	)	 	 	(11,636,760.56	)	 	 	471,398.51	 	 	 	 	 
	249
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,095.08	)	 	 	(11,644,816.61	)	 	 	471,363.30	 	 	 	 	 
	250
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,130.45	)	 	 	(11,652,908.04	)	 	 	471,327.92	 	 	 	 	 
	251
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,165.98	)	 	 	(11,661,035.00	)	 	 	471,292.40	 	 	 	 	 
	252
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,201.66	)	 	 	(11,669,197.64	)	 	 	471,256.71	 	 	 	5,657,401.70	 
	253
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,237.50	)	 	 	(11,677,396.13	)	 	 	471,220.87	 	 	 	 	 
	254
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,273.50	)	 	 	(11,685,630.61	)	 	 	471,184.87	 	 	 	 	 
	255
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,309.66	)	 	 	(11,693,901.25	)	 	 	471,148.72	 	 	 	 	 
	256
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,345.97	)	 	 	(11,702,208.20	)	 	 	471,112.40	 	 	 	 	 
	257
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,382.45	)	 	 	(11,710,551.62	)	 	 	471,075.93	 	 	 	 	 
	258
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,419.08	)	 	 	(11,718,931.68	)	 	 	471,039.29	 	 	 	 	 
	259
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,455.88	)	 	 	(11,727,348.54	)	 	 	471,002.50	 	 	 	 	 
	260
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,492.83	)	 	 	(11,735,802.36	)	 	 	470,965.54	 	 	 	 	 
	261
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,529.95	)	 	 	(11,744,293.29	)	 	 	470,928.42	 	 	 	 	 
	262
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,567.23	)	 	 	(11,752,821.50	)	 	 	470,891.14	 	 	 	 	 
	263
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,604.68	)	 	 	(11,761,387.16	)	 	 	470,853.69	 	 	 	 	 
	264
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,642.29	)	 	 	(11,769,990.44	)	 	 	470,816.08	 	 	 	5,652,239.45	 
	265
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,680.07	)	 	 	(11,778,631.48	)	 	 	470,778.31	 	 	 	 	 
	266
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,718.01	)	 	 	(11,787,310.47	)	 	 	470,740.36	 	 	 	 	 
	267
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,756.12	)	 	 	(11,796,027.57	)	 	 	470,702.26	 	 	 	 	 
	268
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,794.39	)	 	 	(11,804,782.94	)	 	 	470,663.98	 	 	 	 	 
	269
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,832.83	)	 	 	(11,813,576.75	)	 	 	470,625.54	 	 	 	 	 
	270
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,871.45	)	 	 	(11,822,409.18	)	 	 	470,586.93	 	 	 	 	 
	271
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,910.23	)	 	 	(11,831,280.39	)	 	 	470,548.14	 	 	 	 	 
	272
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,949.18	)	 	 	(11,840,190.55	)	 	 	470,509.19	 	 	 	 	 
	273
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(51,988.30	)	 	 	(11,849,139.84	)	 	 	470,470.07	 	 	 	 	 
	274
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(52,027.60	)	 	 	(11,858,128.42	)	 	 	470,430.77	 	 	 	 	 
	275
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(52,067.07	)	 	 	(11,867,156.46	)	 	 	470,391.31	 	 	 	 	 






C-10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rent	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Deductions
	 	 	Payment Per	 	 	 	 	 	Accrued	 	 	 	 	 	 	 	 	 	Sect 467 Rent	 	(Per Lease
	Month	 	Lease	 	Rent Allocated	 	Rent	 	Current Interest	 	Sect 467 Loan	 	& Int	 	Year)
	 
	276
	 	 	479,419.35	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(52,106.71	)	 	 	(11,876,224.15	)	 	 	470,351.67	 	 	 	5,646,798.53	 
	277
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(52,146.52	)	 	 	(11,405,912.30	)	 	 	470,311.85	 	 	 	 	 
	278
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(50,081.46	)	 	 	(10,933,535.38	)	 	 	472,376.91	 	 	 	 	 
	279
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(48,007.33	)	 	 	(10,459,084.34	)	 	 	474,451.04	 	 	 	 	 
	280
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(45,924.10	)	 	 	(9,982,550.07	)	 	 	476,534.28	 	 	 	 	 
	281
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(43,831.71	)	 	 	(9,503,923.41	)	 	 	478,626.66	 	 	 	 	 
	282
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(41,730.14	)	 	 	(9,023,195.18	)	 	 	480,728.23	 	 	 	 	 
	283
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(39,619.35	)	 	 	(8,540,356.15	)	 	 	482,839.03	 	 	 	 	 
	284
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(37,499.28	)	 	 	(8,055,397.06	)	 	 	484,959.09	 	 	 	 	 
	285
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(35,369.91	)	 	 	(7,568,308.59	)	 	 	487,088.47	 	 	 	 	 
	286
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(33,231.18	)	 	 	(7,079,081.40	)	 	 	489,227.19	 	 	 	 	 
	287
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(31,083.07	)	 	 	(6,587,706.10	)	 	 	491,375.31	 	 	 	 	 
	288
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(28,925.52	)	 	 	(6,094,173.24	)	 	 	493,532.85	 	 	 	5,782,050.91	 
	289
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(26,758.50	)	 	 	(5,598,473.37	)	 	 	495,699.87	 	 	 	 	 
	290
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(24,581.96	)	 	 	(5,100,596.96	)	 	 	497,876.41	 	 	 	 	 
	291
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(22,395.87	)	 	 	(4,600,534.46	)	 	 	500,062.50	 	 	 	 	 
	292
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(20,200.18	)	 	 	(4,098,276.27	)	 	 	502,258.19	 	 	 	 	 
	293
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(17,994.85	)	 	 	(3,593,812.74	)	 	 	504,463.52	 	 	 	 	 
	294
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(15,779.83	)	 	 	(3,087,134.20	)	 	 	506,678.54	 	 	 	 	 
	295
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(13,555.09	)	 	 	(2,578,230.92	)	 	 	508,903.28	 	 	 	 	 
	296
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(11,320.58	)	 	 	(2,067,093.13	)	 	 	511,137.79	 	 	 	 	 
	297
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(9,076.26	)	 	 	(1,553,711.02	)	 	 	513,382.11	 	 	 	 	 
	298
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(6,822.09	)	 	 	(1,038,074.73	)	 	 	515,636.29	 	 	 	 	 
	299
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(4,558.01	)	 	 	(520,174.37	)	 	 	517,900.36	 	 	 	 	 
	300
	 	 	 	 	 	 	485,172.39	 	 	 	522,458.37	 	 	 	(2,284.00	)	 	 	(0.00	)	 	 	520,174.37	 	 	 	6,094,173.24	 







C-11









 





APPENDIX A




     “Additional Payments” shall mean all amounts (i) that are reasonable out-of-pocket
costs incurred or payable by Landlord or any Lender in connection with the transfer of the Leased
Premises to Tenant, (ii) that are due and owing to any Lender or Landlord by reason of any default
by Tenant under this Lease, including, without limitation, out-of-pocket costs, charges or
penalties (including the Make-Whole Premium), if any, incurred by Landlord or any Lender as a
result of such default and (iii) all Basic Rent and Additional Rent, and all applicable late
charges and default interest thereon that is accrued and unpaid as of the date of determination of
such Additional Payments. In no event shall Additional Payments include (A) any Make-Whole Premium
in the event of a purchase of the Leased Premises or termination of this Lease as a result of a
Condemnation or casualty in accordance with this Lease or (B) any Basic Rent occurring after a
Closing Date or Taking Termination Date so long as Tenant has paid and performed all of its
obligations with respect to such Closing Date or Taking Termination Date.



     “Additional Rent” shall mean all amounts, costs, expenses, liabilities and obligations
(including Tenant’s obligation to pay any Net Awards, Purchase Price, Termination Fee or Default
Rate interest hereunder) which Tenant is required to pay pursuant to the terms of this Lease, other
than Basic Rent. In addition, Tenant shall pay, as and when due, as Additional Rent all trustee
fees due to the Trustee.



     “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.



     “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 Equipment, both interior or exterior, and ordinary and
extraordinary.



     “Anticipated Lease Income” shall mean the amounts expected to be included in gross
income with respect to this Lease, which shall include all Basic Rent on the dates and in the
amounts set forth in this Lease, all Additional Rent payable hereunder and all proceeds received by
Landlord as a result of a sale of the Leased Premises, but which shall not include the payment of
any liquidated or other damages, or any payments resulting from a transfer, sale or other
dispostion of the Leased Premises or any portion thereof, in connection with, or as a result of, an
Event of Default.



     “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,



A-1 









 







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 Commencement Date and the first Business Day
of each month thereafter during the Term.



     “Business Day” means any day other than a Saturday or a Sunday or other day on which
commercial banks in the State of Indiana or New York, or the State in which the corporate trust
office of the Trustee is located are required or are authorized to be closed.



     “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, provided that, for the avoidance of doubt, the term
“Claims” shall not include any amounts for or with respect to any Taxes that are not Impositions
and are not owed by Tenant pursuant to Paragraph 30.



     “Closing Date” shall mean the date upon which title to the Leased Premises is conveyed
to Tenant in accordance with Paragraph 13 of this Lease and Tenant pays to Landlord the
Purchase Price, Additional Payments and any and all other amounts required to be paid hereunder,
which date shall in no event be later than the thirtieth (30th) day after Landlord’s
notice to Tenant accepting Tenant’s offer to purchase the Leased Premises in accordance with
Paragraph 13 of this Lease, or after Landlord is deemed to have accepted Tenant’s offer to
purchase the Leased Premises in accordance with Paragraph 13 of this Lease.



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



     “Commencement Date” shall mean December 21, 2006.



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



     “Covered Tax” or “Covered Taxes” shall mean any and all present and future
taxes on or with respect to the Leased Premises or payments of Basic Rent or Additional Rent that
are or are in the nature of sales, use, transfer, real estate, property, ad valorem, excise, stamp
or similar taxes, municipal or other assessments, levies, imposts, duties, fees or other charges,
together with any penalties, fines, interest thereon or additions thereto imposed by any
Governmental Authority in a Related Jurisdiction; provided, however, for the
avoidance of doubt, the terms “Covered Tax” and “Covered Taxes” shall not include any taxes that
are Income Taxes, except if such Income Tax is a replacement for any non-income based Covered Tax.



A-2 









 





     “Default Rate” shall mean, for as long as the Notes are outstanding, the “Default
Rate” as defined in the Loan Agreement, and otherwise, a rate of interest equal to four (4%)
percent per annum above the then current Prime Rate.



     “Depreciable Property” shall mean the Equipment and the Improvements (which, for the
avoidance of doubt, shall not include Land).



     “Depreciation Deductions” shall mean the cost recovery deductions under Section 167 of
the Code with respect to the Leased Premises, determined using the following assumptions: (a)
Landlord’s unadjusted basis in the Leased Premises shall be the purchase price paid by Landlord to
Tenant for the Leased Premises; (b) the Depreciable Property will be treated as a single integrated
unit of “nonresidential real property” within the meaning of Section 168(b)(3)(A) of the Code; and
(c) the cost basis of the Depreciable Property will be recovered using the straight-line
depreciation method pursuant to Section 168(b)(3) of the Code, an applicable recovery period of 39
years pursuant to Section 168(c) of the Code, zero salvage value, and the mid-month convention
pursuant to Section 168(d)(2)(A) of the Code.



     “Easement” or “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.



     “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.



     “Equipment” shall mean, collectively, the machinery and equipment which is attached to
the Improvements in such a manner as to become fixtures under applicable law, together with all
additions and accessions thereto, substitutions therefor and replacements thereof permitted by this
Lease.



     “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 (regardless of the pendency of any
bankruptcy, reorganization, receivership, insolvency or other proceedings, in law, in equity or
before any administrative tribunal which had or might have the effect of preventing Tenant from
complying with the provisions of this Lease) any payment of Basic Rent or Additional Rent when due
and payable and the continuance of such failure for three Business Days after written notice
thereof to Tenant, provided that such notice shall only be required to be given once in any
calendar year; thereafter such failure to pay Basic Rent or Additional Rent when due and payable
shall become an Event of Default if it continues for five Business Days; (ii) failure by Tenant to
maintain in



A-3 









 







full force and effect the insurance required pursuant to Paragraph 14 hereof
(it being understood that if such lapse was the result of an administrative
or inadvertent error and Tenant reinstates the insurance and reimburses Landlord and Lenders in
full for any amounts expended by any of them to continue or replace such insurance prior to the
time that Landlord exercises any material remedy as a result of such Event of Default, such Event
of Default shall be deemed to have been cured); (iii) 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 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 one hundred eighty (180)
days) 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; (iv) any representation or warranty made in this Lease, or in connection with this Lease,
by Tenant or Lease Guarantor is determined by Landlord or any Lender to have been false or
misleading in any material respect at the time made; (v) 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; (vi) 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; (vii)
Tenant or Lease Guarantor shall in any insolvency proceedings be liquidated or dissolved or shall
voluntarily commence proceedings towards its liquidation or dissolution; (viii) 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 ninety (90) days after such levy or attachment; (ix) Lease Guarantor shall
repudiate the Lease Guaranty, or contest the validity thereof, or shall fail to perform any of its
obligations thereunder and such failure shall continue for thirty (30) days after notice thereof is
given to Lease Guarantor; (x) Lease Guarantor shall merge or consolidate with any other person, or
shall sell, transfer or otherwise dispose of all or substantially all of its assets, or any Person
or group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date hereof) shall acquire
ownership, directly or indirectly, beneficially or of record, of shares representing more than 33
1/3% of the aggregate ordinary voting power represented by the issued and outstanding capital stock
of the Lease Guarantor and, after giving effect to the foregoing transaction, the long term
unsecured debt of the Lease Guarantor (or the successor to the Lease Guarantor) shall be rated less
than BBB- by Standard & Poor’s or Baa3 by Moody’s Investors Service, Inc. or shall be unrated; or
(xi) Tenant shall merge or consolidate with any other person (other than Lease Guarantor), or shall
sell, transfer or otherwise dispose of all or substantially all of its assets, or Tenant shall
cease to be a wholly-owned subsidiary of Lease Guarantor, unless, at least ten (10) days prior to
such event, Landlord and the Lenders have received pro forma ratings by both Standard & Poor’s and
Moody’s Investors Service, Inc. evidencing that the long term unsecured



A-4 









 







debt of Tenant (or the successor to Tenant), after giving effect to the proposed transaction,
shall be rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s Investors Service, Inc.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Expiration Date” shall mean December 31, 2031.



     “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 or any similar
federal or state statutes relating to the environment, human health or natural resources; 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.



     “Imposition” or “Impositions” shall mean, collectively, all Covered Taxes on
or with respect to the Leased Premises, or the use, lease, ownership or operation thereof; all
charges and/or Covered 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, if any;
and all other public charges and/or Covered 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 Covered Tax levied by any Governmental Authority
on or with respect to such Basic Rent or Additional Rent; all payments required to be made to a
Governmental Authority 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



A-5 









 







thereto; provided further, for the avoidance of doubt, that the terms
“Imposition” and “Impositions” shall not include any Taxes other than Covered Taxes.



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



     “Income Tax” or “Income Taxes” shall mean any and all present and future taxes
that are or are in the nature of a tax imposed on or with respect to, or measured by, net income or
receipts, capital, franchise, doing business or similar taxes or any ad valorem tax imposed in lieu
of or direct substitution for any of the foregoing (any of the forgoing being referred to herein
individually as an “Income Tax”).



     “Indemnitee” shall mean Landlord, each Lender, the 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.



     “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 $500,000 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 ONB One Main Landlord, LLC, a Delaware limited liability
company.



     “Law” shall mean any constitution, statute, ordinance, regulation or rule of law
enacted or imposed by a Governmental Authority.



     “Lease Guarantor” shall mean Old National Bancorp, an Indiana corporation.



A-6 









 





     “Lease Guaranty” shall mean the Lease Guaranty, dated as of December 20, 2006, issued
by the Lease Guarantor, as it shall be amended, supplemented or otherwise modified from time to
time.



     “Leased Premises” shall mean, collectively, the Land, the Improvements and the
Equipment, together with any and all other property and interest in property conveyed to Landlord
pursuant to the deeds, bills of sale or other documents executed in connection with the purchase of
the Land, the Improvements and the Equipment by Landlord.



     “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 the 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 specifically required by the provisions of this Lease.



     “Lender” or “Lenders” shall mean each financial institution or other Person
that makes a Loan to Landlord, secured by a Mortgage and evidenced by a Note or which is the holder
of the Mortgage and a Note, or an interest therein, as a result of an assignment thereof or
otherwise.



     “Lien” or “Liens” 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.



     “Loan Agreement” means the Loan Agreement, dated as of December 20, 2006, between the
Landlord and the Trustee, as it may be amended, supplemented or otherwise modified from time to
time.



     “Make-Whole Premium” has the meaning set forth in the Loan Agreement.



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



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



A-7 









 







and excluding Tenant’s Award, if any (to the extent Tenant is entitled to Tenant’s Award
pursuant to the terms of this Lease).



     “Net Proceeds” shall mean the entire proceeds of any insurance required under clause
(i), (iv), or (vi) 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 a Lender, which note or notes will be secured by a Mortgage and an assignment of
leases and rents.



     “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 (a) 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, as shown on Schedule B hereto,
(b) liens for Impositions not yet due and payable or which are being contested in accordance with
Paragraph 18 and (c) liens of mechanics, materialmen, suppliers and vendors incurred in the
ordinary course of business for sums which under the terms of the related contract are not yet due,
provided that such reserve or other appropriate provision, if any, as shall be required by
generally accepted accounting principles shall have been made therefor by Tenant.



          “Permitted Investments” means any one or more of the following:





     (i) direct obligations of, or obligations guaranteed as to timely payment of principal
and interest by, the United States or any agency or instrumentality thereof provided that
such obligations are backed by the full faith and credit of the United States;




     (ii) repurchase obligations with respect to any security described in clause
(i) above entered into with a depository institution or trust company (acting as
principal) whose long term unsecured debt obligations have received one of the two highest
ratings by at least two of the Rating Agencies;




     (iii) units of taxable money market funds which funds are regulated investment
companies, seek to maintain a constant net asset value of $1 per share and invest solely in
obligations backed by the full faith and credit of the United States, and have been
designated in writing by at least two of the Rating Agencies in one of the two highest
credit rating categories; provided in each case, that no such investment shall be
purchased at a premium to its face value (disregarding interest accrued to the date of
acquisition) and that no such investment shall have a maturity later than the earlier of (x)
the Business Day before the proceeds of such investment are anticipated to be needed
pursuant to this Lease, or (y) one year from the date of acquisition;




     (iv) commercial paper which is (a) rated at least A 1 by Standard & Poor’s Ratings
Service and, if rated by Moody’s Investors Service, Inc., at least the equivalent



A-8 









 







Moody’s ratings, (b) issued by a corporation or company (other than Tenant or affiliate
thereof) and (c) in certificated form; and




     (v) investments in money market funds rated at least AAm or AAm-G or its equivalent
from any Rating Agency (provided that, for purposes of this definition, such
investments may include money market funds sponsored by Trustee that have the required
credit rating from any Rating Agency).



     “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.



     “Purchase Price”, as of any date, shall mean the Termination Value for the next
occurring Basic Rent Payment Date.



     “Rating Agency” means Standard & Poor’s Ratings Service; Fitch Investors Service,
Inc.; or Moody’s Investors Service, Inc.



     “REA” shall mean a reciprocal easement agreement or any other agreement or document of
record affecting the Leased Premises as of the Commencement Date, or which is created or imposed
after the Commencement Date by, or with the consent of, Tenant.



     “Related Jurisdiction” shall mean any jurisdiction within the United States with the
authority to impose Taxes by virtue of the location of the Leased Premises, payments pursuant to
this Lease being made from within such jurisdiction or any transfer of the Leased Premises pursuant
to this Lease occurring within such jurisdiction.



     “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.



     “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.



     “Rent Payment Period” shall mean each period beginning on the day after a Basic Rent
Payment Date through and including the day of the immediately succeeding Basic Rent Payment Date,
except that the first Rent Payment Period shall begin on the Commencement Date.



     “Replaced Equipment” shall mean Equipment that has been replaced by Tenant with
Replacement Equipment.



A-9 









 





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



     “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.



     “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 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) 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” means the Securities and Exchange Commission.



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



     “Subsidiary” of a Person means any corporation, association, partnership, limited
liability company, joint venture or other business entity in which such Person or one or more of
its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or
voting interest to enable it or them (as a group) ordinarily, in the absence of contingencies, to
elect a majority of the directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned
by such Person or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major business actions without
the prior approval of such Person or one or more of its Subsidiaries) Unless the context otherwise
clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Tenant.



     “Taking” shall mean any taking of the Leased Premises, or any portion thereof, 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.



A-10 









 





     “Taking Termination Date” has the meaning set forth in Paragraph 13(b)(i).



     “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), ad valorem, 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.
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.



     “Tenant” shall mean Old National Bank, a national banking association.



     “Tenant’s Award” shall mean, to the extent Tenant shall have a right to make a
separate claim therefor against the condemnor, a Condemnation award relating solely to the value of
the leasehold interest created by this Lease or any award or payment (in connection with a
Condemnation) on account of Trade Fixtures, Tenant’s moving expenses and Tenant’s out-of-pocket
expenses incidental to the move, if available.



     “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 .



     “Tenant’s Termination Notice” shall mean a written notice from Tenant to Landlord of
Tenant’s intention to terminate this Lease and setting forth therein the Termination Date and
Tenant’s offer to purchase the Leased Premises in accordance with Paragraph 13 of this
Lease.



     “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 Landlord’s notice to Tenant rejecting Tenant’s offer to
purchase the Leased Premises pursuant to Paragraph 13 of this Lease.



     “Termination Fee” has the meaning set forth in Paragraph 13(b)(i).



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     “Termination Value” shall mean as of any Basic Rent Payment Date, the amount set forth
opposite such Basic Rent Payment Date on Schedule A attached hereto.



     “Threshold Amount” shall mean $700,000.



     “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 solely in
connection with the operation of the business conducted on the Leased Premises and which are not
necessary for the operation of the Leased Premises and which have not been financed by Landlord.



     “Trustee” shall mean Wells Fargo Bank Northwest, National Association in its capacity
as a trustee for the benefit of persons providing financing to Landlord in connection with the
Leased Premises under the Declaration of Trust, dated as of December 20, 2006, made by Wells Fargo
Bank Northwest, National Association, and any successor thereto.




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