LMI Aerospace, Inc. Exhibit 10.3 to Form 8-K


    EXHIBIT
      10.3

    
 

    EXECUTION
      COPY

     

    


     

     

    LEASE
      AGREEMENT

     

    by
      and
      between

     

    


     

    CIT
      CRE LLC,

     

    a
      Delaware limited liability company,

     

    as
      Landlord

     

     

    and

     

     

    LEONARD’S
      METAL, INC.,

     

    a
      Missouri corporation,

     

    as
      Tenant

     

    


     

    


     

    


     

    


     

    Dated
      as
      of: December 28, 2006

     

    


     

    


     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    



    TABLE
      OF CONTENTS

     

    
      	
              Section

               

            	
              Page

               

            
	
              Parties

               

            	
              1

               

            
	
              1.

               

            	
              CERTAIN
                DEFINITIONS

               

            	
              1

               

            
	
              2.

               

            	
              DEMISE
                OF LEASED PREMISES

               

            	
              9

               

            
	
              3.
                TITLE, CONDITION AND POSSESSION

               

            	
              9

               

            
	
              4.

               

            	
              USE
                OF LEASED PREMISES; QUIET ENJOYMENT

               

            	
              10

               

            
	
              5.

               

            	
              TERM

               

            	
              11

               

            
	
              6.

               

            	
              MINIMUM
                RENT; INTERIM RENT

               

            	
              11

               

            
	
              7.ADDITIONAL
                RENT

               

            	
              12

               

            
	
              8.

               

            	
              NET
                LEASE; NON-TERMINABILITY.

               

            	
              13

               

            
	
              9.

               

            	
              PAYMENT
                OF IMPOSITIONS.

               

            	
              14

               

            
	
              10.

               

            	
              COMPLIANCE
                WITH LAWS AND AGREEMENTS; ENVIRONMENTAL MATTERS

               

            	
              14

               

            
	
              11.

               

            	
              LIENS;
                RECORDING

               

            	
              18

               

            
	
              12.

               

            	
              MAINTENANCE
                AND REPAIR

               

            	
              19

               

            
	
              13.

               

            	
              ALTERATIONS,
                IMPROVEMENTS AND EXPANSIONS

               

            	
              20

               

            
	
              14.

               

            	
              PERMITTED
                CONTESTS

               

            	
              21

               

            
	
              15.

               

            	
              INDEMNIFICATION

               

            	
              22

               

            
	
              16.

               

            	
              INSURANCE

               

            	
              23

               

            
	
              17.

               

            	
              CASUALTY
                AND CONDEMNATION: CLAIMS

               

            	
              26

               

            
	
              18.

               

            	
              CASUALTY
                AND CONDEMNATION: RESTORATION

               

            	
              28

               

            
	
              19.

               

            	
              RESTORATION
                PROCEDURES

               

            	
              28

               

            
	
              21.

               

            	
              ASSIGNMENT
                AND SUBLETTING; PROHIBITION AGAINST LEASEHOLD FINANCING

               

            	
              29

               

            
	
              21.

               

            	
              SALES
                BY LANDLORD; RIGHT OF FIRST REFUSAL

               

            	
              30

               

            
	
              22.

               

            	
              EVENTS
                OF DEFAULT

               

            	
              31

               

            
	
              23.

               

            	
              REMEDIES
                AND DAMAGES UPON DEFAULT

               

            	
              33

               

            
	
              24.

               

            	
              NOTICES

               

            	
              37

               

            
	
              25.

               

            	
              ESTOPPEL
                CERTIFICATE

               

            	
              37

               

            
	
              26.

               

            	
              SURRENDER

               

            	
              37

               

            
	
              27.

               

            	
              NO
                MERGER OF TITLE

               

            	
              38

               

            
	
              28.

               

            	
              BOOKS
                AND RECORDS

               

            	
              38

               

            
	
              30.

               

            	
              NON-RECOURSE
                AS TO LANDLORD

               

            	
              39

               

            
	
              31.

               

            	
              FINANCING

               

            	
              39

               

            
	
              32.

               

            	
              SUBORDINATION

               

            	
              40

               

            
	
              34.

               

            	
              TAX
                TREATMENT; REPORTING

               

            	
              40

               

            
	
              35.

               

            	
              MISCELLANEOUST

               

            	
              40

               

            


    

     

    EXHIBITS:

     

    Exhibit
      A
      -
      Initial Premises

     

    Exhibit
      B
      -
      Additional Premises

     

    Exhibit
      C
      -
      Building Equipment

     

    Exhibit
      D
      -
      Minimum Rent Allocation Schedule

     

    Exhibit
      E -
      Certification Related to the USA Patriot Act

     

    Exhibit
      F
      -
      Determination of Fair Market Rental Value of the Leased Premises

     

    Exhibit
      G
      -
      Environmental Reports

     

    Exhibit
      H
      - Form
      of Certification

     

    


     

    


     


    
      
        
          --

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    LEASE
      AGREEMENT

     

    LEASE
      AGREEMENT,
      made as
      of this 28th day of December, 2006, between CIT
      CRE LLC,
      a
      Delaware limited liability company, or nominee, with an address c/o CIT Lending
      Services Corporation, 1 CIT Drive, Livingston, NJ 07039 (“Landlord”),
      and
LEONARD’S
      METAL, INC.,
      a
      Missouri corporation, with an address c/o LMI Aerospace, Inc., P.O. Box 900,
      St.
      Charles, Missouri 63302-0900 (“Tenant”).

     

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

     

    1. Certain
      Definitions.
      As used
      herein, the following terms shall have the following meaning:

     

    “Acquisition
      Date”
means
      the date on which Landlord has acquired all properties and assets and interests
      in property comprising the Initial Premises and the Additional
      Premises.

     

    “Additional
      Premises”
has
      the
      meaning assigned to such term in Section 2.

     

    “Additional
      Rent”
has
      the
      meaning assigned to such term in Section 7.

     

    “Adjustment
      Date”
has
      the
      meaning assigned to such term in Section 6.

     

    “Affiliate”
of
      any
      Person means any Person (presently existing or hereafter created or acquired)
      controlling, controlled by or under common control with the specified Person,
      and “control” of a Person (including, with correlative meaning, the terms
“controlled by” and “under common control with”) means the power to direct or
      cause the direction of the management, policies or affairs of the controlled
      Person, whether through ownership of securities or partnership or other
      ownership interests, directly or indirectly, by contract or
      otherwise.

     

    “Alterations”
means
      all changes, additions, improvements or repairs to, all alterations,
      reconstructions, renewals, replacements or removals of and all substitutions
      or
      replacements for any of the Improvements or Building Equipment, both interior
      and exterior, structural and non-structural, and ordinary and
      extraordinary.

     

    “Appurtenances”
means
      all tenements, hereditaments, easements, rights-of-way, rights, privileges
      in
      and to the Land, including (a) easements over other lands granted by any
      Easement Agreement and (b) any streets, ways, alleys, vaults, gores or strips
      of
      land adjoining the Land.

     

    “Assignment”
means
      any assignment of rents and leases from Landlord to a Lender which (a) encumbers
      any of the Leased Premises and (b) secures Landlord’s obligation to repay a
      Loan, as the same may be amended, supplemented or modified from time to
      time.

     

    “Building
      Equipment”
has
      the
      meaning assigned to such term in Section 2.

     

    “Capital
      Growth Rate”
means,
      at any given time, the yield to maturity of the “on the run” ten (10) year
      United States Treasury security plus four hundred (400) basis
      points.

     

    “Casualty”
means
      any injury to or death of any person or any loss of or damage to any property
      (including the Leased Premises) included within or related to the Leased
      Premises.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    “Commencement
      Date”
means
      the date hereof.

     

    “Condemnation”
means
      a
      Taking or a Requisition.

     

    “Condemnation
      Notice”
means
      notice or knowledge of the institution of or intention to institute any
      proceeding for Condemnation.

     

    “Corporate
      Control Criteria”
means,
      if deemed satisfied by any Transferee, that such Transferee has a Credit Rating
      of both “BB-” or higher from S&P and “B2” or higher from Moody’s, in each
      case for the twenty-four (24) consecutive calendar month period prior to a
      Permitted Transfer and as of the date of the Permitted Transfer.

     

    “Corporate
      Control Event”
means
      any of the following: (i) a merger or consolidation of Tenant or Guarantor
      with
      or into another Person; (ii) the sale of all or substantially all of the assets
      of Tenant or Guarantor to any Person; (iii) the acquisition by any one Person
      (including Affiliates of such Person) of fifty percent (50%) or more of the
      common stock, voting securities or economic benefits and burdens (including
      distributions) of Tenant or Guarantor within any twelve (12) month period;
      or
      (iv) a change in 50% or more of the Board of Directors of Tenant or Guarantor
      in
      any twelve (12) month period.

     

    “Costs”
of
      a
      Person or associated with a specified transaction means all costs and expenses
      incurred by such Person or associated with such transaction, including
      reasonable attorneys’ fees and expenses, expert fees and expenses, court costs,
      brokerage fees, escrow fees, title insurance premiums, mortgage commitment
      fees,
      mortgage points and recording fees and transfer taxes, as the circumstances
      require. For all purposes of this Lease, “attorneys’ fees and expenses” and
      similar statements include those incurred out of court, at trial, on appeal
      or
      in any bankruptcy proceeding.

     

    “Default
      Rate”
has
      the
      meaning assigned to such term in Section 7(a)(iii).

     

    “Easement
      Agreement”
or
      “Easement
      Agreements”
means
      any conditions, covenants, restrictions, easements, declarations, licenses
      and
      other agreements listed as Permitted Encumbrances or as may hereafter affect
      or
      benefit the Leased Premises.

     

    “Environmental
      Law”
or
      “Environmental
      Laws”
means
      (i) whenever enacted or promulgated, any applicable federal, state, foreign
      or
      local law, statute, ordinance, rule, regulation, license, permit, authorization,
      approval, consent, court order, judgment, decree, injunction, code, requirement
      or agreement with any governmental entity, (x) relating to pollution (or the
      cleanup thereof), or the protection of any Environmental Media, air, water
      vapor, surface water, groundwater, drinking water supply, land (including land
      surface or subsurface), plant, aquatic and animal life from injury caused by
      a
      Hazardous Substance or (y) concerning exposure to, or the use, containment,
      storage, recycling, reclamation, reuse, treatment, generation, discharge,
      transportation, processing, handling, labeling, production, disposal or
      remediation of Hazardous Substances, Hazardous Conditions, Hazardous Activities
      or Environmental Violations, in each case as amended and as now or hereafter
      in
      effect, and (ii) any common law or equitable doctrine (including injunctive
      relief and tort doctrines such as negligence, nuisance, trespass and strict
      liability) that may impose liability or obligations or injuries or damages
      due
      to or threatened as a result of the presence of, exposure to, or ingestion
      of,
      any Hazardous Substance. The term Environmental Law includes the federal
      Comprehensive Environmental Response Compensation and Liability Act of 1980
      (“CERCLA”),
      the
      Superfund Amendments and Reauthorization Act, the federal Water Pollution
      Control Act, the federal Clean Air Act, the federal Clean Water Act, the federal
      Resources Conservation and Recovery Act of 1976 (including the Hazardous and
      Solid Waste Amendments to RCRA), the federal Solid Waste Disposal Act, the
      federal Toxic Substance Control Act, the federal Insecticide, Fungicide and
      Rodenticide Act, the federal Occupational Safety and Health Act of 1970, the
      federal National Environmental Policy Act and the federal Hazardous Materials
      Transportation Act, each as amended and as now or hereafter in effect and any
      similar state or local Law.

     

    “Environmental
      Media”
means
      soil, fill material, or other geologic materials at all depths, groundwater
      at
      all depths, surface water including storm water and sewerage, indoor and outdoor
      air, and all living organisms, including all animals and plants, whether located
      on or off the Leased Premises.

     

    “Environmental
      Violation”
means
      any one or more of the following, whether occurring prior to, on or after the
      date hereof: (a) any direct or indirect discharge, disposal, spillage,
      emission, escape, pumping, pouring, injection, leaching, Release, seepage,
      filtration or transporting of any Hazardous Substance at, upon, under, onto
      or
      within the Leased Premises or any Environmental Media, or from the Leased
      Premises to any Environmental Media, in violation of any Environmental Law
      or in
      excess of any reportable quantity established under any Environmental Law or
      which could result in any liability to Landlord, Tenant or Lender, any Federal,
      state or local government or any other Person for the costs of any removal
      or
      Remedial Actions or natural resources damage or for bodily injury or property
      damage, (b) any deposit, storage, dumping, placement or use of any
      Hazardous Substance at, upon, under or within the Leased Premises in violation
      of any Environmental Law or in excess of any reportable quantity established
      under any Environmental Law or which could result in any liability to any
      Federal, state or local government or to any other Person for the costs of
      any
      removal or Remedial Actions or natural resources damage or for bodily injury
      or
      property damage, (c) the abandonment or discarding at the Leased Premises
      of any barrels, containers or other receptacles containing any Hazardous
      Substances in violation of any Environmental Laws, (d) any activity, occurrence
      or condition in connection with the Leased Premises which could result in any
      liability, cost or expense to Landlord or Lender or any other owner or occupier
      of the Leased Premises, or which could result in a creation of a lien on the
      Leased Premises under any Environmental Law, or (e) any violation of or
      noncompliance with any Environmental Law in connection with the Leased Premises.
      

     

    “Event
      of Default”
has
      the
      meaning assigned to such term in Section 22.

     

    “Existing
      Environmental Condition”
has
      the
      meaning assigned to such term in Section 10(g).

     

    “Expansion”
has
      the
      meaning assigned to such term in Section 13.

     

    “Expiration
      Date”
means
      the Initial Expiration Date or, if this Lease has been extended for a Renewal
      Term in accordance with Section 5, the last day of such Renewal
      Term.

     

    “Fair
      Market Rental Value of the Leased Premises”
means
      the rent that would be paid by a willing tenant and accepted by a willing
      landlord in an arm length’s lease of the Leased Premises in which neither party
      is under any compulsion to lease, but without consideration of any concessions,
      allowances or other inducements then normally being offered to prospective
      tenants. Fair Market Rental Value of the Leased Premises shall be determined
      by
      the appraisal process set forth in Exhibit
      F.

     

    “Full
      Rent Commencement Date”
means
      the first day of the month following the month in which the Acquisition Date
      occurs.

     

    “GAAP”
means
      generally accepted accounting principles.

     

    “Government
      Lists”
has
      the
      meaning assigned to such term in Exhibit
      E.

     

    “Guarantor”
means
      LMI Aerospace, Inc., a Missouri corporation.

     

    “Hazardous
      Activity”
means
      any activity, process, procedure or undertaking which directly or indirectly
      (i)
      procures, generates or creates any Hazardous Substance; (ii) causes or results
      in (or threatens to cause or result in) the release, seepage, spill, leak,
      flow,
      discharge or emission of any Hazardous Substance into the environment (including
      the air, ground water, watercourses or water systems), (iii) involves the
      containment or storage of any Hazardous Substance; or (iv) would cause the
      Leased Premises or any portion thereof to become a hazardous waste treatment,
      recycling, reclamation, processing, storage or disposal facility within the
      meaning of any Environmental Law.

     

    “Hazardous
      Condition”
means
      any condition resulting from an act or omission occurring after the date hereof
      which would support any claim or liability under any Environmental
      Law.

     

    “Hazardous
      Substance”
or
      “Hazardous
      Substances”
means
      (i) any substance, material, product, petroleum, petroleum product, derivative,
      compound or mixture, mineral (including asbestos), chemical, gas, medical waste,
      or other pollutant, in each case whether naturally occurring, man-made or the
      by-product of any process, that is toxic, harmful or hazardous or acutely
      hazardous to the environment or public health or safety, (ii) those materials
      included within the definitions of “hazardous substances,” “extremely hazardous
      substances,” “hazardous materials,” “toxic substances” “toxic pollutants,”
“hazardous air pollutants” “toxic air contaminants,” “solid waste,” “hazardous
      waste,” “pollutants,” contaminants” or similar categories under any
      Environmental Laws, or (iii) any substance supporting a claim under any
      Environmental Law, whether or not defined as hazardous as such under any
      Environmental Law. Hazardous Substances include any toxic or hazardous waste,
      pollutant, contaminant, industrial waste, petroleum or petroleum-derived
      substances or waste, radon, radioactive materials, asbestos, asbestos containing
      materials, urea formaldehyde foam insulation, lead and polychlorinated
      biphenyls.

     

    “Impositions”
has
      the
      meaning assigned to such term in Section 9.

     

    “Improvements”
has
      the
      meaning assigned to such term in Section 2.

     

    “Indemnitee”
has
      the
      meaning assigned to such term in Section 15. 

     

    “Initial
      Appraiser”
has
      the
      meaning assigned to such term in Exhibit
      F.

     

    “Initial
      Expiration Date”
has
      the
      meaning assigned to such term in Section 5.

     

    “Initial
      Premises”
has
      the
      meaning assigned to such term in Section 2.

     

    “Initial
      Valuation”
has
      the
      meaning assigned to such term in Exhibit
      F.

     

    “Insurance
      Requirements”
means
      the requirements of all insurance policies required to be maintained in
      accordance with this Lease.

     

    “Interim
      Rent”
has
      the
      meaning assigned to such term in Section 6.

     

    “Land”
has
      the
      meaning assigned to such term in Section 2.

     

    “Law”
means
      any constitution, statute, rule of law, code, ordinance, order, judgment,
      decree, injunction, rule, regulation, policy, requirement or administrative
      or
      judicial determination, even if unforeseen or extraordinary, of every duly
      constituted governmental authority, court or agency, now or hereafter enacted
      or
      in effect.

     

    “Lease”
means
      this Lease Agreement. 

     

    “Lease
      Guaranty”
has
      the
      meaning the Guaranty and Suretyship Agreement dated December 28, 2006 made
      by
      Guarantor to Landlord.

     

    “Lease
      Year”
means
      (a) the period commencing on the Full Rent Commencement Date and ending at
      midnight on the last day of the twelfth (12th) consecutive calendar month
      thereafter, and (b) each succeeding twelve (12) month period occurring during
      the Term.

     

    “Leased
      Premises”
has
      the
      meaning assigned to such term in Section 2.

     

    “Legal
      Requirements”
means
      the requirements of all present and future Laws (including Environmental Laws
      and Laws relating to accessibility to, usability by, and discrimination against,
      disabled individuals) and all covenants, restrictions and conditions now or
      hereafter of record which may be applicable to Tenant or to any of the Leased
      Premises, or to the use, manner of use, occupancy, possession, operation,
      maintenance, alteration, repair or restoration of any of the Leased Premises,
      even if compliance therewith necessitates structural changes or improvements
      or
      results in interference with the use or enjoyment of any of the Leased
      Premises.

     

    “Lender”
means
      any person or entity (and their respective successors and assigns) which may,
      after or contemporaneously with the date hereof, make a Loan to Landlord or
      is
      the holder of any Note.

     

    “Loan”
means
      any loan made by one or more Lenders to Landlord, which loan is secured by
      a
      Mortgage and an Assignment and is evidenced by a Note.

     

    “Minimum
      Rent”
has
      the
      meaning assigned to such term in Section 6.

     

    “Minimum
      Rent Payment Date”
has
      the
      meaning assigned to such term in Section 6.

     

    “Monetary
      Obligations”
means
      Rent and all other sums payable by Tenant under this Lease to Landlord, to
      any
      third party on behalf of Landlord or to any Indemnitee. 

     

    “Mortgage”
means
      any mortgage or deed of trust from Landlord to a Lender which (a) encumbers
      any
      of the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as
      the same may be amended, supplemented or modified.

     

    “Net
      Award”
means
      (a) the entire award payable to Landlord or Lender by reason of a
      Condemnation whether pursuant to a judgment or by agreement or otherwise, or
      (b) the entire proceeds of any insurance required under clauses (i), (ii)
      (to the extent payable to Landlord or Lender), (iv), (v) or (vi) of Section
      16(a), as the case may be, less any expenses incurred by Landlord and Lender
      in
      collecting such award or proceeds.

     

    “Note”
means
      any promissory note evidencing Landlord’s obligation to repay a Loan, as the
      same may be amended, supplemented or modified.

     

    “Owner”
has
      the
      meaning assigned to such term in Exhibit
      E.

     

    “Permitted
      Encumbrances”
means
      those covenants, restrictions, reservations, liens, conditions and easements
      and
      other encumbrances of record as of the date hereof, other than any Mortgage
      or
      Assignment, and liens for unpaid real estate taxes and assessment not yet due
      and payable.

     

    “Permitted
      Transfer”
has
      the
      meaning assigned to such term in Section 22.

     

    “Permitted
      Violations”
has
      the
      meaning assigned to such term in Section 14.

     

    “Person”
means
      an individual, partnership, association, corporation, trust or other legal
      entity.

     

    “Present
      Value”
of
      any
      amount means such amount discounted by a rate per annum which is the lower
      of
      (a) the Prime Rate at the time such present value is determined or
      (b) eight percent (8%) per annum.

     

    “Primary
      Term”
has
      the
      meaning assigned to such term in Section 5.

     

    “Prime
      Rate”
means
      the annual interest rate as published, from time to time, in the Wall
      Street Journal
      as the
“Prime Rate” in its column entitled “Money Rate”. The Prime Rate may not be the
      lowest rate of interest charged by any “large U.S. money center commercial
      banks” and Landlord makes no representations or warranties to that effect. In
      the event the Wall
      Street Journal
      ceases
      publication or ceases to publish the “Prime Rate” as described above, the Prime
      Rate shall be the average per annum discount rate (the “Discount
      Rate”)
      on
      ninety-one (91) day bills issued from time to time by the United States Treasury
      (“Treasury
      Bills”)
      at its
      most recent auction, plus three hundred (300) basis points. If no such 91-day
      Treasury Bills are then being issued, the Discount Rate shall be the discount
      rate on Treasury Bills then being issued for the period of time closest to
      ninety-one (91) days.

     

    “Purchase
      Agreement”
means
      the Purchase Agreement dated as of December 28, 2006 between Tenant, as
      seller, and Landlord, as purchaser, relating to the Leased
      Premises.

     

    “Release”
means
      any active or passive spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping or disposing of any
      Hazardous Substance into any Environmental Media. For the purposes of this
      Lease, “Release” also includes any threatened Release.

     

    “Remedial
      Actions”
means
      any investigation, work plan preparation removal, repair, cleanup, abatement,
      remediation, monitored natural attenuation, natural resource damage assessment
      and restoration, closure, post-closure, detoxification or remedial activity
      of
      any kind whatsoever necessary to address any Release, any Environmental
      Violation and/or any Hazardous Condition.

     

    “Remediation
      Plan”
has
      the
      meaning assigned to such term in Section 10.

     

    “Renewal
      Date”
has
      the
      meaning assigned to such term in Section 5.

     

    “Renewal
      Term”
has
      the
      meaning assigned to such term in Section 5.

     

    “Rent”
means,
      collectively, Interim Rent, Minimum Rent and Additional Rent.

     

    “Requesting
      Party”
has
      the
      meaning assigned to such term in Section 25.

     

    “Requisition”
means
      any temporary requisition or confiscation of the use or occupancy of any 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.

     

    “Responding
      Party”
has
      the
      meaning assigned to such term in Section 25.

     

    “Restoration
      Fund”
has
      the
      meaning assigned to such term in Section 19.

     

    “Set-Off”
has
      the
      meaning assigned to such term in Section 8.

     

    “Site
      Reviewers”
has
      the
      meaning assigned to such term in Section 10(c).

     

    “Site
      Assessment”
has
      the
      meaning assigned to such term in Section 10.

     

    “SNDA
      Provisions”
has
      the
      meaning assigned to such term in Section 31.

     

    “State”
means,
      with respect to any parcel of Land comprising the Leased Premises, the
      jurisdiction in which such parcel is located.

     

    “Subleases”
has
      the
      meaning assigned to such term in Section 20.

     

    “Surviving
      Obligations”
means
      any obligations of Tenant under this Lease, actual or contingent, which arise
      on
      or prior to the expiration or prior termination of this Lease or rejection
      in
      bankruptcy, which survive such expiration, termination or rejection by their
      own
      terms. 

     

    “Taking”
means
      (a) any taking of, or damage to, all or a portion of any of the Leased Premises
      (i) in or by condemnation or other eminent domain proceedings pursuant to any
      Law, general or special, or (ii) by reason of any agreement with any condemnor
      in settlement of or under threat of any such condemnation or other eminent
      domain proceeding, or (iii) by any other means, or (b) any de facto
      condemnation. The Taking shall be considered to have taken place as of the
      later
      of the date actual physical possession is taken by the condemnor, or the date
      on
      which the right to compensation and damages accrues under the law applicable
      to
      the Leased Premises.

     

    “Term”
means
      the Primary Term or any Renewal Term, whichever is then in effect.

     

    “Third
      Appraiser”
has
      the
      meaning assigned to such term in Exhibit
      F.

     

    “Third
      Party Offer”
has
      the
      meaning assigned to such term in Section 21.

     

    “Third
      Party Purchaser”
has
      the
      meaning assigned to such term in Section 21.

     

    “Third
      Valuation”
has
      the
      meaning assigned to such term in Exhibit
      F.

     

    “Trade
      Fixtures”
      means
      all
      machinery, apparatus, furniture, fixtures and equipment now or hereafter
      installed by Tenant and used in connection with the conduct of Tenant’s business
      on the Leased Property, other than fixtures and items of personal property
      that
      are integral to the ownership, maintenance and operation of the Improvements
      and
      which cannot be removed from the Leased Property without adversely affecting
      the
      value, or the general utility or use of such Leased Property.

     

    “Transferee”
has
      the
      meaning assigned to such term in Section 22.

     

    “Use”
has
      the
      meaning assigned to such term in Section 10.

     

    “Valuation
      Notice”
has
      the
      meaning assigned to such term in Exhibit
      F.

     

    “Valuation
      Period”
has
      the
      meaning assigned to such term in Exhibit
      F.

     

    “Work”
has
      the
      meaning assigned to such term in Section 13.

     

    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
      following described property (collectively, the “Leased
      Premises”):
      

     

    (a) prior
      to
      the Acquisition Date, the premises described in Exhibit
      A
      hereto,
      together with the Appurtenances (the “Initial
      Premises”);
      

     

    (b) from
      and
      after the Acquisition Date, the Initial Premises and the premises described
      in
Exhibit
      B
      hereto,
      together with Appurtenances (the “Additional
      Premises”
and,
      together with the Initial Premises, collectively, the “Land”);
      

     

    (c) all
      buildings, structures and other improvements now or hereafter constructed on
      the
      Land (collectively, the “Improvements”);
      and

     

    (d) the
      fixtures, machinery, equipment and other property described in Exhibit
      C
      hereto
      (collectively, the “Building
      Equipment”).

     

    3. Title,
      Condition and Possession.

     

    (a) The
      Leased Premises are demised and let subject to (i) the rights of any Persons
      in
      possession of the Leased Premises, (ii) the existing state of title of any
      of
      the Leased Premises, including any Permitted Encumbrances, (iii) any state
      of
      facts which an accurate survey or physical inspection of the Leased Premises
      might show, (iv) all Legal Requirements, including any existing violation of
      any
      thereof, and (v) the condition of the Leased Premises as of the Commencement
      Date, without representation or warranty by Landlord.

     

    (b) LANDLORD
      LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES
AS
      IS.
      TENANT
      ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY
      OTHER
      CAPACITY) AND THE INDEMNITEES HAVE NOT MADE AND WILL NOT MAKE, NOR SHALL
      LANDLORD OR ANY OF THE INDEMNITEES 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 (i) ITS FITNESS, DESIGN OR
      CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL
      OR
      WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv)
      LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii)
      LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii)
      DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, INCOME, EXPENSES, ENTITLEMENTS
      OR ZONING, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, ENVIRONMENTAL
      VIOLATION, RELEASE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi)
      COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND 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 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 LATENT OR
      PATENT, NEITHER LANDLORD NOR ANY INDEMNITEES SHALL HAVE ANY RESPONSIBILITY
      OR
      LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
      (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 3(b) HAVE
      BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF
      ANY
      WARRANTIES BY LANDLORD OR ANY INDEMNITEE, 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 ARISING OTHERWISE.

     

    (c) Tenant
      represents to Landlord that Tenant has examined the title to the Leased Premises
      prior to the execution and delivery of this Lease and has found the same to
      be
      satisfactory for the purposes contemplated hereby. Tenant acknowledges that
      fee
      simple title (both legal and equitable) is in Landlord and that Tenant has
      only
      the leasehold right of possession and use of the Leased Premises as provided
      herein.

     

                  
      4. Use
      of
      Leased Premises; Quiet Enjoyment.

     

    (a) Tenant
      may occupy and use the Leased Premises for the operation of any lawful business
      purpose related to the conduct of Tenant’s business. Tenant shall not use or
      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 or might (i) violate any Law, Legal Requirement or Easement
      Agreement, (ii) make void or voidable or cause any insurer to cancel any
      insurance required by this Lease, or make it difficult or impossible to obtain
      any such insurance at commercially reasonable rates, (iii) cause structural
      injury to any of the Improvements, (iv) constitute a public or private nuisance
      or waste, or (v) violate or not be permitted pursuant to, a Permitted
      Encumbrance.

     

    (b) Subject
      to the provisions hereof, so long as no Event of Default has occurred and is
      continuing, Tenant shall quietly hold, occupy and enjoy the Leased Premises
      throughout the Term, without any hindrance, ejection or molestation by Landlord
      with respect to matters that arise after the date hereof, provided
      that
      Landlord or its agents may enter upon and examine any of the Leased Premises
      at
      such reasonable times as Landlord may select and upon two (2) business days’
prior notice to Tenant (except in the case of an emergency, in which no notice
      shall be required) for the purpose of inspecting the Leased Premises, verifying
      compliance or non-compliance by Tenant with its obligations hereunder and the
      existence or non-existence of an Event of Default or event which with the
      passage of time and/or giving of notice would constitute an Event of Default,
      showing the Leased Premises to prospective Lenders and purchasers and taking
      such other action with respect to the Leased Premises as is permitted by any
      provision hereof.

     

    (c) Tenant
      shall not abandon or vacate the Leased Premises and Tenant shall operate its
      business at the Leased Premises pursuant to the terms and provisions of this
      Lease. If Tenant ceases to do business at all or a material portion of the
      Leased Premises for a period longer than six (6) months, then Landlord may
      request that the Tenant use commercially reasonable efforts to attempt to sublet
      the Leased Premises.

     

    5. Term.
      

     

    (a) Subject
      to the provisions hereof, Tenant shall have and hold the Leased Premises for
      an
      initial term (such term, as the same may be extended in the manner set forth
      hereinafter, being referred to herein as the “Primary
      Term”)
      commencing on the Commencement Date and ending on January 31, 2027 (the
“Initial
      Expiration Date”).
      If,
      on or prior to the Initial Expiration Date or the expiration of any Renewal
      Term
      this Lease shall not have been sooner terminated, then on the Initial Expiration
      Date and on the fifth, tenth, and fifteenth anniversaries of the Initial
      Expiration Date (the Initial Expiration Date and each such anniversary being
      referred to herein as a “Renewal
      Date”),
      Tenant shall have the right to extend the Term for an additional period of
      five
      years (each such extension period, a “Renewal
      Term”).
      In
      order to extend the then Term for a Renewal Term, Tenant shall notify Landlord
      at least twelve (12) months prior to, but no earlier than fifteen (15) months
      prior to, each Renewal Date that Tenant desires to extend the then Term for
      a
      Renewal Term. It is a condition to the extension of the Term of the Lease at
      each Renewal Date that (a) no Event of Default shall have occurred or be
      continuing as of the date Tenant gives notice to Landlord of Tenant’s intention
      to so extend the Term for an additional five-year period, and (b) no Event
      of
      Default shall have occurred and be continuing as of such Renewal Date. Any
      such
      extension of the Term shall be subject to all of the provisions of this Lease,
      as the same may be amended, supplemented or modified (except that Tenant shall
      have no right to any additional renewal terms).

     

    (b) The
      Primary Term and/or any Renewal Term may also be extended upon the occurrence
      of
      certain events as set forth in Section 13(a).

     

    (c) During
      the last year of the Term (as the same may be renewed pursuant to Section 5(a)),
      Landlord shall have the right to advertise the availability of the Leased
      Premises for sale or reletting, to erect signs upon the Leased Premises
      indicating such availability and to show the Leased Premises to prospective
      tenants at such reasonable times as Landlord may select. Landlord shall also
      have the right at any time to show the Leased Premises to prospective purchasers
      or Lenders at such reasonable times as Landlord may select.

     

    6. Minimum
      Rent; Interim Rent.
      Commencing on the Full Rent Commencement Date and continuing throughout the
      Primary Term, Tenant shall pay to Landlord, as annual minimum rent for the
      Leased Premises during the first Lease Year, the amount of Seven Hundred
      Thirty-two Thousand Nine Hundred Fifty-five and no/100 Dollars ($732,955.00).
      The annual minimum rent for the second Lease Year and every Lease Year
      thereafter, beginning with the first day of the second Lease Year and continuing
      on the first day of third Lease Year and every Lease Year thereafter throughout
      the Primary Term (the first day of each such Lease Year being referred to herein
      as an “Adjustment
      Date”),
      shall
      be increased by an amount equal to two and three-tenths percent (2.3%) of the
      Minimum Rent payable immediately prior to the Adjustment Date. During any
      Renewal Term, such annual minimum rent shall be equal to ninety five percent
      (95%) of the Fair Market Rental Value of the Leased Premises. Such annual
      minimum rent, as so adjusted for any Lease Year during the Primary Term or
      any
      Renewal Term, is referred to herein as the “Minimum
      Rent”.
      Minimum Rent shall be allocated among the properties comprising the Initial
      Premises and Additional Premises as set forth in Exhibit
      D,
      and
      shall be subject to increases pursuant to Section 13(a). Minimum Rent shall
      be
      paid monthly in advance on the first day of each month during the Primary Term
      or any Renewal Term (each such day being a “Minimum
      Rent Payment Date”)
      in the
      amount of the annual Minimum Rent then in effect divided by twelve (12). Monthly
      Minimum Rent for the first Lease Year shall be Sixty-one Thousand Seventy-nine
      and 58/100 Dollars ($61,079.58) per month. Each such rental payment shall be
      made, at Landlord’s sole discretion, to Landlord at its address set forth above
      or to such one or more other Persons, at such addresses and in such proportions
      as Landlord may direct by ten (10) days’ prior written notice to Tenant (in
      which event Tenant shall give Landlord notice of each such payment concurrent
      with the making thereof). Pro rata minimum rent for the Initial Premises (based
      on the annual Minimum Rent for the first Lease Year and the allocations set
      forth in Exhibit
      D)
      for the
      period commencing on the Commencement Date and ending on the day preceding
      the
      Full Rent Commencement Date (the “Interim
      Rent”)
      shall
      be payable, in advance, on the Commencement Date.

     

    If
      required by Landlord, Tenant shall pay the Interim Rent and Minimum Rent to
      Landlord (or to a Lender designated by Landlord) monthly by ACH and in
      immediately available funds.

     

    7. Additional
      Rent.

     

    (a) Tenant
      shall pay and discharge, as additional rent (collectively, “Additional
      Rent”)
      the
      following amounts:

     

    (i) except
      as
      otherwise specifically provided herein, all Costs of Tenant, Landlord, Lender
      and any other Persons specifically referenced herein which are incurred in
      connection or associated with (A) the use, non-use, occupancy, possession,
      operation, condition, design, construction, maintenance, alteration, repair
      or
      restoration of any of the Leased Premises, (B) the performance of any of
      Tenant’s obligations under this Lease, (C) any Condemnation proceedings,
      (D) the adjustment, settlement or compromise of any insurance claims
      involving or arising from any of the Leased Premises, (E) the prosecution,
      defense or settlement of any litigation involving or arising from any of the
      Leased Premises or this Lease, (F) the exercise or enforcement by Landlord,
      its successors and assigns, of any of its rights or remedies under this Lease,
      (G) any amendment to or modification or termination of this Lease made at
      the request of Tenant, and/or (H) any act undertaken by Landlord (or its
      counsel) at the request of Tenant, or incurred in connection with any act of
      Landlord performed on behalf of Tenant;

     

    (ii) after
      the
      date which is five (5) business days after the date on which all or any portion
      of any installment of Interim Rent or Minimum Rent is due and not paid, an
      amount equal to five percent (5%) of the amount of such unpaid installment
      or
      portion thereof. The foregoing late fees are not a penalty, and Tenant’s
      obligation to pay Landlord late fees as set forth above shall be in addition
      to
      all of Landlord’s other rights and remedies hereunder or at law and shall not be
      construed as liquidated damages or as limiting Landlord’s remedies in any
      manner;

     

    (iii) interest
      at the rate (the “Default
      Rate”)
      of
      three percent (3%) per annum in excess of the Prime Rate on the following sums
      until paid in full: (A) all overdue installments of Interim Rent or Minimum
      Rent
      from the respective due dates thereof, (B) all overdue amounts of Additional
      Rent relating to obligations which Landlord shall have paid on behalf of Tenant,
      from the date of Landlord’s notice of the payment made by Landlord, and (C) all
      other overdue amounts of Additional Rent, from the date when any such amount
      becomes overdue; 

     

    (iv) concurrently
      with each payment of Interim Rent or Minimum Rent, any rent tax, sales tax,
      excise tax, privilege tax or other tax then payable with respect to real
      property rents, and any penalties in connection therewith; and

     

    (v) any
      other
      items specifically required to be paid by Tenant under this Lease, including
      items in Section 12 that reference this Section 7.

     

    (b) Tenant
      shall pay and discharge (i) any Additional Rent referred to in
      Section 7(a)(i) when the same shall become due, provided
      that
      amounts which are billed to Landlord or any third party, but not to Tenant,
      shall be paid within five (5) days after Landlord’s demand for payment thereof,
      and (ii) any other Additional Rent, within five (5) days after Landlord’s
      demand for payment thereof.

     

    (c) In
      no
      event shall amounts payable under Section 7(a)(ii), (iii) and (iv) exceed the
      maximum amount permitted by applicable Law.

     

    8. Net
      Lease; Non-Terminability.

     

    (a) This
      is a
      net lease and all Monetary Obligations shall be paid by Tenant without notice
      or
      demand and without set-off, counterclaim, recoupment, abatement, suspension,
      deferment, diminution, deduction, reduction or defense (collectively, a
“Set-Off”).

     

    (b) Except
      as
      otherwise expressly provided herein, this Lease and the rights of Landlord
      and
      the obligations of Tenant hereunder shall not be affected by any event or for
      any reason, including the following: (i) any damage to or theft, loss or
      destruction of any of the Leased Premises, (ii) any Casualty or Condemnation,
      (iii) Tenant’s acquisition of ownership of any of the Leased Premises other than
      pursuant to an express provision of this Lease, (iv) any default on the part
      of
      Landlord hereunder or under any Note, Mortgage, Assignment or any other
      agreement, (v) any latent or other defect in any of the Leased Premises,
      (vi) the breach of any warranty of any seller or manufacturer of any of the
      Building Equipment, (vii) any violation of any provision of this Lease by
      Landlord, (viii) the bankruptcy, insolvency, reorganization, composition,
      readjustment, liquidation, dissolution or winding-up of, or other proceeding
      affecting Landlord, (ix) the exercise of any remedy, including foreclosure,
      under any Mortgage or Assignment, (x) any action with respect to this Lease
      (including the disaffirmance hereof) which may be taken by Landlord, any
      trustee, receiver or liquidator of Landlord or any court under the Federal
      Bankruptcy Code or otherwise, (xi) any interference with Tenant’s use of
      the Leased Premises by parties other than Landlord, (xii) market or
      economic changes, or (xiii) any other cause, whether similar or dissimilar
      to the foregoing, any present or future Law to the contrary
      notwithstanding.

     

    (c) The
      obligations of Tenant hereunder shall be separate and independent covenants
      and
      agreements, all Monetary Obligations shall continue to be payable in all events
      (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the
      obligations of Tenant hereunder shall continue unaffected unless the requirement
      to pay or perform the same shall have been terminated pursuant to an express
      provision of this Lease. All Rent payable by Tenant hereunder shall constitute
      “rent” for all purposes (including Section 502(b)(6) of the Bankruptcy
      Code).

     

    (d) Except
      as
      otherwise expressly provided herein, Tenant shall have no right and hereby
      waives all rights which it may have under any Law (i) to quit, terminate or
      surrender this Lease or any of the Leased Premises, or (ii) to any Set-Off
      of any Monetary Obligations.

     

    9. Payment
      of Impositions.
      Tenant
      shall, before interest or penalties are due thereon, pay and discharge all
      taxes
      (including real and personal property, franchise, sales and rent taxes, and
      any
      penalties in connection therewith), all charges for any easement or agreement
      maintained for the benefit of any of the Leased Premises (including any Easement
      Agreement), all assessments and levies, all permit, inspection and license
      fees,
      all rents and charges for water, sewer, utility and communication services
      relating to the any of Leased Premises, all ground rents and all other public
      charges whether of a like or different nature, even if unforeseen or
      extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s
      leasehold interest in the Leased Premises, (iii) any of the Leased
      Premises, (iv) Landlord as a result of or arising in respect of the
      acquisition, ownership, occupancy, leasing, use, possession or sale of any
      of
      the Leased Premises, any activity conducted on any of the Leased Premises,
      or
      the Rent, in each case whether accruing before or after the Commencement Date
      (collectively, the “Impositions”);
      provided,
      however,
      that
      nothing herein shall obligate Tenant to pay (A) income, excess profits or
      other taxes of Landlord which are determined on the basis of Landlord’s net
      income or net worth (unless such taxes are in lieu of or a substitute for any
      other tax, assessment or other charge upon or with respect to the Leased
      Premises which, if it were in effect, would be payable by Tenant under the
      provisions hereof or by the terms of such tax, assessment or other charge),
      (B) any estate, inheritance, succession, gift or similar tax imposed on
      Landlord, or (C) any capital gains tax imposed on Landlord in connection
      with the sale of the Leased Premises to any Person. If any Imposition may be
      paid in installments without interest or penalty, Tenant shall have the option
      to pay such Imposition in installments so long as each installment is timely
      paid and Landlord receives evidence of each such payment. Tenant shall prepare
      and file all tax reports required by governmental authorities which relate
      to
      the Impositions. Tenant shall deliver to Landlord (1) copies of all
      settlements and notices pertaining to the Impositions which may be issued by
      any
      governmental authority within ten (10) days after Tenant’s receipt thereof,
      (2) receipts for payment of all taxes required to be paid by Tenant
      hereunder within ten (10) days after the due date thereof, and (3) receipts
      for
      payment of all other Impositions within ten (10) days after Landlord’s request
      therefor.

     

    10. Compliance
      with Laws and Agreements; Environmental Matters.
      

     

    (a) Tenant
      shall, at its expense, comply with and conform to, and cause the Leased Premises
      and any other Person occupying any part of the Leased Premises to comply with
      and conform to, all Insurance Requirements and Legal Requirements (including
      all
      applicable Environmental Laws). Tenant shall not at any time (i) cause,
      permit or suffer to occur any Environmental Violation or (ii) permit any
      sublessee, assignee or other Person occupying the Leased Premises under or
      through Tenant to cause, permit or suffer to occur any Environmental Violation.
      Without limiting the foregoing, Tenant shall not use, store, transport,
      dispense, sell, Release or discharge any Hazardous Substances, except in strict
      compliance with all Environmental Laws.

     

    (b) Tenant,
      at its sole cost and expense, will at all times promptly and faithfully abide
      by, discharge and perform all of the covenants, conditions and agreements
      contained in any Easement Agreement or in any other contract or agreement
      relating to the Leased Premises on the part of Landlord or the occupier to
      be
      kept and performed thereunder. Tenant will not alter, modify, amend or terminate
      any Easement Agreement, give any consent, approval or waiver thereunder, or
      enter into any new Easement Agreement without, in each case, the prior written
      consent of Landlord.

     

    (c) Upon
      at
      least two (2) business days’ prior written notice from Landlord, Tenant shall
      (after the Commencement Date) permit such persons as Landlord may designate
      (“Site
      Reviewers”)
      to
      visit the Leased Premises and perform environmental site investigations and
      assessments (“Site
      Assessments”)
      on the
      Leased Premises for the purpose of determining whether there exists on the
      Leased Premises any Environmental Violation or any condition which could result
      in any Environmental Violation. Such Site Assessments may include both above
      and
      below the ground testing for Environmental Violations and such other tests
      as
      may be necessary, in the opinion of the Site Reviewers, to conduct the Site
      Assessments. If Site Reviewers determine that the testing of soil and/or
      groundwater at the Leased Premises is necessary, Site Reviewers shall provide
      Tenant with a detailed written explanation setting forth a reasonable basis
      for
      the performance of such testing at the Leased Premises. Tenant shall supply
      to
      the Site Reviewers such historical and operational information regarding the
      Leased Premises as may be reasonably requested by the Site Reviewers to
      facilitate the Site Assessments, and shall make available for meetings with
      the
      Site Reviewers appropriate personnel having knowledge of such matters. So long
      as (i) Tenant is not in default hereunder and (ii) Landlord does not have
      reasonable cause to suspect that an Environmental Violation has occurred on
      the
      Leased Premises (in either situation Tenant shall be responsible for the cost
      of
      the site assessment), Landlord shall pay for the cost of such site assessment
      conducted by Landlord no more frequently than once every other Lease Year;
      provided, however, that if the results of such assessment indicate that a
      Hazardous Condition or an Environmental Violation exists, then Tenant shall
      pay
      for the cost of such site assessment. If such Environmental Violation is
      determined to be related to Existing Environmental Conditions at the Leased
      Premises, then Tenant shall have all rights and obligations with regard to
      the
      Existing Environmental Conditions as are set forth in Section 10(e) and 10(g)
      of
      this Lease.

     

    (d) If
      an
      Environmental Violation, Hazardous Condition, or Existing Environmental
      Condition is found to exist and, in Tenant’s reasonable judgment, the cost of
      remediation of the same is likely to exceed $25,000, Tenant shall provide
      Landlord with written notice within ten (10) days of such discovery. If, in
      Landlord’s reasonable judgment, the cost of such remediation is likely to exceed
      $100,000, then, within ten (10) days after Landlord’s request therefor, Tenant
      shall provide Landlord with adequate financial assurances that Tenant will
      take
      Remedial Actions to effect such remediation in accordance with applicable
      Environmental Laws. Such financial assurances shall be a bond or letter of
      credit reasonably satisfactory to Landlord in form and substance and in an
      amount equal to or greater than Landlord’s reasonable estimate, based upon a
      Site Assessment performed pursuant to Section 10(c), of the anticipated cost
      of
      such Remedial Actions.

     

    (e) If
      any
      Environmental Violation, Hazardous Condition, or Existing Environmental
      Condition occurs or is found to exist (for example, but without limitation,
      a
      detection of a leak in an underground tank or a petroleum spillage by a tanker),
      Tenant, at its sole expense, shall take any and all Remedial Actions and other
      actions as necessary to cure such Environmental Violation, Hazardous Condition,
      or Existing Environmental Condition in strict compliance with Environmental
      Laws
      and take any other action with regard to the Existing Environmental Conditions
      specifically set forth in Exhibit
      G.
      Tenant
      shall be responsible for all reporting, investigation and/or remediation
      requirements under any Environmental Law with respect to any Environmental
      Violation, Hazardous Condition, or Existing Environmental Condition, all at
      Tenant’s sole cost and expense. If Tenant fails to correct any Environmental
      Violation, Hazardous Condition, or Existing Environmental Condition which occurs
      or is found to exist or fails to take such steps as may be required by the
      applicable governmental authorities in accordance with applicable Environmental
      Laws, Landlord shall have the right (but no obligation) to take any and all
      actions as Landlord shall deem necessary or advisable in order to cure such
      Environmental Violation, Hazardous Condition or Existing Environmental
      Condition, all at Tenant’s sole cost and expense, and as Additional Rent.


     

    (f) From
      and
      after the Commencement Date, the Use of any Hazardous Substances at the Leased
      Premises shall not be permitted, unless such Use is in full compliance with
      all
      Environmental Laws and any other applicable local, state and federal statutes,
      orders, ordinances, rules and regulations. As used in this Lease, the
“Use”
of
      Hazardous Substances means the receipt, handling, generation, storage, use,
      dispensing, treatment, recycling, sale, transfer, transportation, introduction,
      or incorporation of Hazardous Substances into, on, about, under or from the
      Leased Premises, whether by Tenant or by any contractor, subcontractor,
      subtenant, licensee, concessionaire, or invitee of Tenant.

     

    (g) Tenant
      shall notify Landlord immediately after (1) becoming aware of any actual,
      alleged or threatened Environmental Violation or Hazardous Condition; (2) any
      and all enforcement actions, initiation of Remedial Actions or other
      governmental or regulatory actions (excluding routine actions such as permit
      renewals) instituted, completed or threatened pursuant to any Environmental
      Laws
      affecting the Leased Premises; (3) all claims made or threatened by any third
      person against Tenant or the Leased Premises relating in any way whatsoever
      to
      Hazardous Substances, Environmental Violations or Hazardous Conditions; (4)
      Tenant’s knowledge of any Release of Hazardous Substances at, on, in, under or
      from the Leased Premises or on, in or under any adjoining property; or (5)
      Tenant’s noncompliance with any of the covenants contained in this Section 10,
      and Tenant shall forward to Landlord immediately upon receipt thereof copies
      of
      all orders, reports, notices, permits, applications or other communications
      relating to any such violation or noncompliance. Tenant shall provide Landlord
      with information reasonably requested by Landlord concerning Hazardous
      Substances in connection with the Leased Premises, regardless of whether there
      is an Environmental Violation. Landlord and Tenant acknowledge that each has
      received notice of the Environmental Violations, if any, or Hazardous
      Conditions, if any, identified in the environmental reports and/or any separate
      Environmental Violations or Hazardous Conditions listed on Exhibit
      G
      (collectively, the “Existing
      Environmental Conditions”).
      So
      long as Tenant is not in default under its obligations hereunder, Landlord
      consents to any corrective action and remediation performed by Tenant pursuant
      to a remediation plan submitted by Tenant to, and approved by, the applicable
      governmental authorities (the “Remediation
      Plan”)
      in
      compliance with Environmental Laws with regard to any such Existing
      Environmental Conditions [to the extent additional remedial measures are not
      specifically set forth in Exhibit
      G
      with
      regard to Existing Environmental Conditions]. So long as (i) Tenant is not
      in
      default hereunder, and (ii) Landlord has approved such Remediation Plan, such
      approval not to be unreasonably withheld, Tenant shall have the exclusive right
      to take any action deemed necessary to implement such Remediation Plan,
      including (1) communications with regulatory authorities, third parties and
      environmental contractors, (2) preparation of corrective action plans, (3)
      performance of environmental testing of soil and/or groundwater, and (4)
      performance of corrective action, including installation of temporary and
      permanent monitoring wells, removal or impacted soil and groundwater, and
      preparation of any reports relating to such corrective action. Landlord shall
      cooperate with Tenant with regard to any action that is necessary in order
      for
      Tenant to satisfy Tenant’s obligations relating to Existing Environmental
      Conditions.

     

    (h) All
      future leases, subleases or concession agreements relating to the Leased
      Premises entered into by Tenant shall contain covenants of the other party
      to
      not at any time (i) cause any Environmental Violation to occur or
      (ii) permit any Person occupying the Leased Premises through said subtenant
      or concessionaire to cause any Environmental Violation to occur.

     

    (i) Tenant
      shall indemnify, defend (with counsel acceptable to Landlord), release and
      hold
      Landlord and all Indemnitees (as set forth in Section 15) harmless from any
      and
      all claims, demands, judgments, damages, penalties, fines, Costs, liabilities
      or
      losses (including claims for diminution in value of the Leased Premises, stigma
      related damages, damages for the loss of or restriction on use of rentable
      or
      usable space or of any amenity of the Leased Premises, damages arising from
      any
      adverse impact on marketing the Leased Premises, and all sums paid in settlement
      of claims, and all reasonable attorneys’ fees and Costs, reasonable consultant
      fees and costs and reasonable expert fees and costs) whether direct or indirect,
      known or unknown, foreseen or unforeseen, that may arise on account of or in
      any
      way be connected with any alleged, threatened or actual (1) the presence of,
      Tenant’s Use of, or any Release of, Hazardous Substance in, on, under, about or
      from any part of the Leased Premises, whether or not such Hazardous Substances
      existed on the Leased Premises prior to the Commencement Date; (2) violation
      of
      any Environmental Law applicable to the Leased Premises; (3) Environmental
      Violation or Hazardous Condition with respect to the Leased Premises; including,
      but not limited to, (a) damages from injury to or destruction or loss of natural
      resources, including the reasonable costs of assessing such injury, destruction
      or loss, incurred pursuant to Section 107 of CERCLA, or any successor section
      or
      act or provision of any similar state or local Law, or (b) liability for costs
      and expenses of abatement, correction or clean-up, fines, damages, response
      costs or penalties which arise from the provisions of any other Environmental
      Laws; (4) breach or default by Tenant of any of Tenant’s covenants set forth in
      this Section 10; (5) the costs associated with response costs and for costs
      of
      removal and Remedial Actions, including all necessary plans and reports,
      incurred by the U.S. Environmental Protection Agency, or any other federal,
      state or local governmental agency or entity or by any other Person, incurred
      pursuant to the CERCLA, RCRA, or any other applicable Environmental Laws; (6)
      oversight charges, fines, damages or penalties arising from the presence or
      Release of Hazardous Substances, and any related Remedial Actions, incurred
      pursuant to the provisions of CERCLA, RCRA, or any other applicable
      Environmental Laws; (7) liability to third parties arising out of the presence
      or Release of Hazardous Substances for personal injury, bodily injury, or
      property damage arising under any statutory or common law theory, including
      damages assessed for the maintenance of a public or private nuisance or any
      trespass, the costs of Remedial Actions, or for the carrying on of an abnormally
      dangerous activity; (8) direct or indirect compensatory, consequential, or
      punitive damages arising out of any claim based on the presence or Release
      of
      Hazardous Substances or damage or threatened damage to Environmental Conditions;
      (9) Costs, fees and expenses of attorneys, consultants and experts incurred
      or
      sustained in making any investigation on account of any claim, in prosecuting
      or
      defending any action brought in connection therewith, in obtaining or seeking
      to
      obtain a release therefrom, or in enforcing any of the agreements herein
      contained; and (10) Rent during any period in which Remedial Actions are being
      taken. The foregoing indemnity, defense, release and hold harmless obligations
      of Tenant shall apply to Tenant’s Use of Hazardous Substances irrespective of
      whether any activities related to such Use were or will be undertaken in
      accordance with Environmental Laws or other applicable laws, regulations, codes
      and ordinances. Tenant specifically agrees that it shall not sue or seek
      contribution from any Indemnitee or any successors or assigns thereof in any
      matter relating Environmental Violation and/or Hazardous Substance liability.
      All reasonable Costs and expenses related to this Section incurred by Landlord
      shall be repaid by Tenant to Landlord as Additional Rent. This Section 10(i)
      shall survive the expiration, termination or rejection in bankruptcy of the
      Lease.

     

    (j) Tenant
      shall, within five (5) days after request by Landlord at any time during the
      Term, execute the Certification Related to the USA Patriot Act in the form
      attached hereto as Exhibit
      E.

     

    11. Liens;
      Recording.

     

    (a) Tenant
      shall not, directly or indirectly, create or permit to be created or to remain
      and shall promptly discharge or remove any lien, levy or encumbrance on any
      of
      the Leased Premises or on any Rent or any other sums payable by Tenant under
      this Lease, other than any Mortgage or Assignment, the Permitted Encumbrances
      and any mortgage, lien, encumbrance or other charge created by or resulting
      solely from any act or omission of Landlord. 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 OR OCCUPYING ANY OF THE LEASED
      PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ 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. LANDLORD MAY AT ANY TIME, AND
      AT
      LANDLORD’S REQUEST TENANT SHALL PROMPTLY, POST ANY NOTICES ON THE LEASED
      PREMISES REGARDING SUCH NON-LIABILITY OF LANDLORD.

     

    (b) Tenant
      shall (subject to Landlord’s prior review and execution) execute, deliver and
      record, file or register all such instruments as may be required or permitted
      by
      any present or future Law in order to evidence the respective interests of
      Landlord and Tenant in the Leased Premises, and shall cause a memorandum of
      this
      Lease (or, if such a memorandum cannot be recorded, filed or registered, this
      Lease), and any supplement hereto or thereto, to be recorded, filed or
      registered in such manner and in such places as may be required or permitted
      by
      any present or future Law in order to protect the validity and priority of
      this
      Lease. 

     

    12. Maintenance
      and Repair.
      

     

    (a) Tenant
      shall, at its own cost and expense, keep the Leased Premises, including all
      portions thereof, in good order and condition at all times on and after the
      Commencement Date to and including the date of the termination of the Term,
      by
      lapse of time or otherwise. Tenant shall timely and properly maintain, repair
      and replace all of the Leased Premises and all of its component parts, including
      parking lot surfaces and stripes, all landscaping, mechanical systems,
      electrical and lighting systems, plumbing and sewage systems, fixtures and
      appurtenances, interior walls, columns and floors, and ceilings, so as to
      preserve and protect the useful life, utility and value of such components,
      and
      in all events so as to preserve the effectiveness of any warranty relating
      thereto, such repairs and replacements to be at least in quality and class
      to
      the original work. If any segment of the Leased Premises shall become obsolete,
      non-functional, or uneconomic to repair, Tenant shall remove such item from
      the
      Leased Premises and promptly replace it with an item of comparable initial
      value
      and function. Promptly upon installation of any equipment, other than any Trade
      Fixtures, Tenant shall deliver to Landlord the original warranty (which shall
      specify Landlord as the owner of the equipment and Tenant’s having a
      non-exclusive license and authority of Landlord solely to enforce such warranty
      during the Term of the Lease) relating to such equipment. Within thirty (30)
      days following Landlord’s written request therefor, Tenant shall deliver to
      Landlord a written statement showing all removals and replacements of such
      systems or components since the last such report, including manufacturers,
      model
      numbers, and serial numbers. Landlord may, upon two (2) business days’ prior
      notice (except that no notice shall be required if an Event of Default exists),
      cause independent private inspectors to make inspections of the Leased Premises
      or any segments thereof to determine Tenant’s compliance under this Section 12.
      If such inspection by Landlord reveals that the Leased Premises, or any portion
      thereof, including any equipment thereon, is not in the condition required
      by
      this Lease in any material respect, then Tenant shall pay for such additional
      inspections performed by Landlord through the inspection approving the condition
      of such Leased Premises as being in conformity with the Lease. In addition,
      Tenant shall pay the cost of any such inspection at the Leased Premises by
      or on
      behalf of Landlord while an Event of Default exists.

     

    (b) If
      any
      Improvement, now or hereafter constructed, shall (i) encroach upon any
      setback or any property, street or right-of-way adjoining the Leased Premises,
      (ii) violate the provisions of any restrictive covenant affecting the
      Leased Premises, (iii) hinder or obstruct any easement or right-of-way to
      which any of the Leased Premises is subject or (iv) impair the rights of
      others in, to or under any of the foregoing, Tenant shall, promptly after
      receiving notice or otherwise acquiring knowledge thereof, either
      (A) obtain from all necessary parties waivers or settlements of all claims,
      liabilities and damages resulting from each such encroachment, violation,
      hindrance, obstruction or impairment, whether the same shall affect Landlord,
      Tenant or both, or (B) take such action as shall be necessary to remove all
      such encroachments, hindrances or obstructions and to end all such violations
      or
      impairments, including, if necessary, making Alterations.

     

    (c) Landlord
      may, but is not required to, after three (3) business days’ notice to Tenant
      (except in the case of an emergency, in which case no notice to Tenant shall
      be
      necessary), enter the Leased Premises and make such repairs, alterations,
      improvements, additions, replacements or maintenance as Landlord deems necessary
      to cure any default of Tenant hereunder, and Tenant shall pay Landlord as
      Additional Rent forthwith (and in any event within thirty (30) days) after
      being
      billed for same by Landlord the cost thereof plus an administrative fee of
      three
      percent (3%) of such cost, which bill shall be accompanied by reasonably
      supporting documentation. Such amounts shall bear interest at the Default Rate
      from the date of expenditure by Landlord to the date of repayment by
      Tenant.

     

    (d) Except
      as
      expressly provided elsewhere in this Lease, it is intended by Tenant and
      Landlord that Landlord shall have no obligation, in any manner whatsoever,
      to
      build any improvements on the Leased Premises, to maintain or make any repairs,
      replacements, alterations or renewals of any nature or description to the Leased
      Premises (or any equipment therein), whether structural or nonstructural, all
      of
      which obligations are intended, as between Landlord and Tenant, to be those
      of
      Tenant. Tenant expressly waives the benefit of any statute now or in the future
      in effect which would otherwise afford Tenant the right to make repairs at
      Landlord’s expense or to terminate this Lease because of Landlord’s failure to
      keep the Leased Premises in good order, condition and repair.

     

    (e) Tenant
      shall maintain at the Leased Premises, and turn over to Landlord upon expiration
      or termination of this Lease, then current operating manuals and original
      warranties (to the extent applicable) for the equipment then located on the
      Leased Premises.

     

    13. Alterations,
      Improvements and Expansions.
      

     

    (a) Tenant
      shall have the right, without having obtained the prior written consent of
      Landlord, to make (i) Alterations or a series of related Alterations that,
      as to
      any such Alterations or series of related Alterations, do not cost in excess
      of
      $100,000, (ii) to make Improvements or a series of related Improvements that,
      as
      to any such Improvements or series of related Improvements, do not cost in
      excess of $100,000, and (iii) to install equipment in the Improvements or
      accessions to the Building Equipment that, as to such accessions, do not cost
      in
      excess of $100,000, so long as at the time of construction or installation
      of
      any such Alterations, Improvements or installation of such accessions no Event
      of Default exists and the value and utility of the Leased Premises is not
      diminished thereby. If the cost of any Alterations, series of related
      Alterations, Improvements, series of related Improvements, equipment or
      accessions thereto is in excess of $100,000 (each, an “Expansion”)
      the
      prior written approval of Landlord shall be required. In the event that Landlord
      grants such prior written approval to Tenant for the undertaking of an
      Expansion, Landlord will pay for the approved costs of such Expansion and the
      Minimum Rent shall be increased over the remaining Term so as to allow Landlord
      to recover the cost of such Expansion plus a return on capital equal to the
      prevailing Capital Growth Rate. Also, if such approval is granted and such
      Expansion is undertaken within the last five (5) years of any Term, then the
      current Term shall be increased by five (5) years from the date of the
      conclusion of such Expansion and the Minimum Rent allocated to the affected
      Leased Premises (as allocated in accordance with Exhibit
      D
      before
      giving effect to such Expansion) shall be adjusted to a blended rate based
      on
      the (1) the current Minimum Rent allocated to such Leased Premises at such
      time,
      including annual escalations thereof, and (2) the lease rate on the Expansion
      as
      agreed upon by Landlord and Tenant.

     

    (b) If
      Tenant
      makes any Alterations pursuant to this Section 13 or as required by
      Section 12 or 17 (such Alterations and actions being hereinafter
      collectively referred to as “Work”),
      whether or not Landlord’s consent is required, then (i) the market value of
      the Leased Premises shall not be lessened by any such Work or its usefulness
      impaired, (ii) all such Work shall be performed by Tenant in a good and
      workmanlike manner, using only licensed contractors and new materials,
      (iii) all such Work shall be expeditiously completed in compliance with all
      Legal Requirements, (iv) all such Work shall comply with the Insurance
      Requirements, (v) if any such Work involves the replacement of Building
      Equipment or parts thereof, all replacement Building Equipment or parts shall
      have a value and useful life equal to the greater of (A) the value and
      useful life on the date hereof of the Building Equipment being replaced or
      (B) the value and useful life of the Building Equipment being replaced
      immediately prior to the occurrence of the event which required its replacement,
      (vi) Tenant shall promptly discharge or remove all liens filed against any
      of the Leased Premises arising out of such Work, (vii) Tenant shall procure
      and pay for all permits and licenses required in connection with any such Work,
      (viii) all such Work, shall be the property of Landlord and shall be
      subject to this Lease, and Tenant shall execute and deliver to Landlord any
      document requested by Landlord evidencing the assignment to Landlord of all
      estate, right, title and interest (other than the leasehold estate created
      hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant
      shall comply, to the extent requested by Landlord or required by this Lease,
      with the provisions of Section 19(a), whether or not such Work involves
      restoration of the Leased Premises.

     

    14. Permitted
      Contests.
      Notwithstanding any other provision of this Lease, Tenant shall not be required
      to (a) pay any Imposition, (b) discharge or remove any lien referred to in
      Section 11 or 13 or (c) take any action with respect to any encroachment,
      violation, hindrance, obstruction or impairment referred to in Section 12(b)
      (such non-compliance with the terms hereof being hereinafter referred to
      collectively as “Permitted
      Violations”),
      so
      long as at the time of such contest no Event of Default exists and so long
      as
      Tenant shall contest, in good faith, the existence, amount or 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 or stay (i) the collection of, or other
      realization upon, the Permitted Violation so contested, (ii) the sale,
      forfeiture or loss of any of the Leased Premises or any Rent to satisfy or
      to
      pay any damages caused by any Permitted Violation, (iii) any interference
      with the use or occupancy of any of the Leased Premises, (iv) any
      interference with the payment of any Rent, or (v) the cancellation or
      increase in the rate of any insurance policy or a statement by the carrier
      that
      coverage will be denied. Tenant shall provide Landlord security which is
      satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted
      Violation is corrected, including all Costs, interest and penalties that may
      be
      incurred or become due in connection therewith. While any proceedings which
      comply with the requirements of this Section 14 are pending and the required
      security is held by Landlord, Landlord shall not have the right to correct
      any
      Permitted Violation thereby being contested unless Landlord is required by
      law
      to correct such Permitted Violation and Tenant’s contest does not prevent or
      stay such requirement as to Landlord. Each such contest shall be promptly and
      diligently prosecuted by Tenant to a final conclusion, except that Tenant,
      so
      long as the conditions of this Section 14 are at all times complied with, has
      the right to attempt to settle or compromise such contest through negotiations.
      Tenant shall pay any and all losses, judgments, decrees and Costs 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 and Costs thereof or
      in
      connection therewith, and perform all acts the performance of which shall be
      ordered or decreed as a result thereof. No such contest shall subject Landlord
      to the risk of any civil or criminal liability. 

     

    15. Indemnification.
      

     

    (a) In
      addition to the indemnification obligations set forth in Section 10, commencing
      as of the Commencement Date, Tenant shall pay, protect, indemnify, defend,
      save
      and hold harmless Landlord, Lender and all other Persons described in Section
      29
      (each an “Indemnitee”)
      from
      and against any and all liabilities, losses, damages (including punitive
      damages), penalties, Costs (including attorneys’ fees and costs), causes of
      action, suits, claims, demands or judgments of any nature whatsoever, howsoever
      caused, without regard to the form of action and whether based on strict
      liability, negligence or any other theory of recovery at law or in equity,
      arising from (i) any matter pertaining to the acquisition (or the
      negotiations leading thereto), ownership, use, non-use, occupancy, operation,
      condition, design, construction, maintenance, repair or restoration of the
      Leased Premises, (ii) any casualty in any manner arising from the Leased
      Premises, whether or not Indemnitee has or should have knowledge or notice
      of
      any defect or condition causing or contributing to said casualty, or
      (iii) any violation by Tenant of any provision of this Lease, any contract
      or agreement to which Tenant is a party, any Legal Requirement or any Permitted
      Encumbrance or any encumbrance Tenant consented to or any Mortgage or
      Assignment.

     

    (b) In
      case
      any action or proceeding is brought against any Indemnitee by reason of any
      such
      claim, (i) Tenant may, except in the event of a conflict of interest or a
      dispute between Tenant and any such Indemnitee or during the continuance of
      an
      Event of Default, retain its own counsel and defend such action (it being
      understood that Landlord may employ counsel of its choice to monitor the defense
      of any such action, all at Tenant’s cost and expense), and (ii) such
      Indemnitee shall notify Tenant to resist or defend such action or proceeding
      by
      retaining counsel reasonably satisfactory to such Indemnitee, and such
      Indemnitee will cooperate and assist in the defense of such action or proceeding
      if reasonably requested so to do by Tenant. In the event of a conflict of
      interest or dispute or during the continuance of an Event of Default, Landlord
      shall have the right to select counsel, and the cost of such counsel shall
      be
      paid by Tenant.

     

    (c) Tenant
      acknowledges and agrees that Landlord (except in the event of, and then only
      to
      the extent directly attributable to, Landlord’s gross negligence or willful
      misconduct), any Lender and all Indemnitees shall not be liable, under any
      circumstances, for any loss, injury, death or damage to person or property
      (including the business or any loss of income or profit therefrom) of Tenant,
      Tenant’s members, officers, directors, shareholders, agents, employees,
      contractors, customers, invitees or any other person in or about the Leased
      Premises, whether the same are caused by (1) fire, explosion, falling plaster,
      steam, dampness, mold, electricity, gas, water, rain or other act of God, (2)
      breakage, leakage or other defects of sprinklers, wires, appliances, plumbing
      fixtures, water or gas pipes, roof, air conditioning, lighting fixtures, street
      improvements, or subsurface improvements, (3) theft, acts of God, acts of the
      public enemy, riot, strike, insurrection, war, terrorism, power failures,
      blackouts, energy or power shortages, court order, requisition or order of
      governmental body or authority, (4) any act or omission of any other occupant
      of
      the Leased Premises or any other party, (5) operations in construction of any
      private, public or quasi-public work, or (6) any other cause, including damage
      or injury which arises from the condition of the Leased Premises, from occupants
      of adjacent property, from the public, or from any other sources or places,
      and
      regardless of whether the cause of such damage or injury or the means of
      repairing the same are inaccessible to Tenant, or which may arise through
      repair, alteration or maintenance of any part of the Leased Premises or failure
      to make any such repair, from any condition or defect in, on or about the Leased
      Premises including any Environmental Violation, Hazardous Condition and/or
      Hazardous Activity, or the presence of any mold or any Hazardous Substance,
      or
      from any other condition or cause whatsoever. 

     

    (d) All
      obligations of Tenant under this Section 15 shall survive any termination,
      expiration or rejection in bankruptcy of this Lease. 

     

    16. Insurance.

     

    (a) Commencing
      as of the Commencement Date and continuing thereafter throughout the Term,
      Tenant shall maintain the following insurance on or in connection with the
      Leased Premises:

     

    (i) “All-risk”
      real and personal property insurance against physical loss or damage to the
      Improvements and Building Equipment as provided under a “special form” property
      insurance policy including flood (if the Leased Premises is in a flood zone),
      windstorm and earthquake coverage in amounts not less than the full replacement
      cost of the Improvements and Building Equipment. Such policies shall contain
      a
      replacement cost endorsement, an agreed amount endorsement (deleting any
      co-insurance provisions), a law and ordinance endorsement, and shall contain
      deductibles not more than $25,000 per occurrence;

     

    (ii) Commercial
      general liability insurance including products liability, F&O insurance and
      business automobile liability insurance (including owned, non-owned and hired
      automobile liability) and excess liability or umbrella coverage against claims
      for personal and bodily injury, death or property damage occurring on, in or
      as
      a result of the use of the Leased Premises, in an amount not less than
      $10,000,000 per occurrence/annual aggregate and all other coverage extensions
      that are usual and customary for properties of this size and type; there shall
      be severability of interest as though separate policies were issued to each
      additional insured except with respect to limits of liability;

     

    (iii) Worker’s
      compensation insurance to the extent required by law covering all persons
      employed by Tenant in connection with any work done on or about any of the
      Leased Premises for which claims for death, disease or bodily injury may be
      asserted against Landlord, Tenant or any of the Leased Premises;

     

    (iv) Comprehensive
      boiler, machinery and equipment breakdown insurance on any of the Building
      Equipment or any other machinery or equipment on or in the Leased Premises
      for
      full replacement cost;

     

    (v) Business
      income/interruption insurance to include loss of rents at limits sufficient
      to
      cover one hundred percent (100%) of the annual Rent payable to Landlord with
      a
      period of indemnity not less than one (1) year from time of loss. Such insurance
      shall name Landlord as loss payee with respect to Rent payable to or for the
      benefit of Landlord under this Lease;

     

    (vi) During
      any period in which substantial Alterations or Improvements at the Leased
      Premises are being undertaken, builder’s risk insurance covering the total
      completed value including any “soft costs” with respect to the Improvements
      being altered or repaired (on a completed value, non-reporting basis),
      replacement cost of work performed and equipment, supplies and materials
      furnished in connection with such construction or repair of Improvements or
      Building Equipment, together with such “soft cost” endorsements and such other
      endorsements as Landlord may reasonably require and general liability, worker’s
      compensation and automobile liability insurance with respect to the Improvements
      being constructed, altered or repaired;

     

    (vii) Breach
      of
      warranty coverage as found in a lender’s loss payable endorsement and/or
      mortgagee’s clause to apply to Landlord so that any violations of the terms,
      conditions or warranties of any insurance policy by the named insured or others
      will not invalidate the coverage insofar as the interests of Landlord are
      concerned; and

     

    (viii) Such
      other insurance (or other terms with respect to any insurance required pursuant
      to this Section 16, including amounts of coverage, deductibles, and form of
      mortgagee clause) as Landlord or Lender may reasonably require, which at the
      time is usual and commonly obtained in connection with properties similar in
      type of building size, use and location to the Leased Premises, including,
      if
      deemed appropriate by Landlord, terrorism insurance.

     

    (b) The
      insurance required by Section 16(a) shall be written by companies which have
      a
      rating by A. M. Best Company of not less than A-/VII or otherwise reasonably
      acceptable to Landlord, and are approved to write insurance policies by the
      State Insurance Department for the State. The insurance policies (i) shall
      be
      for such terms and deductibles as Landlord may reasonably approve and (ii)
      shall
      be in amounts sufficient at all times to satisfy any coinsurance requirements
      thereof. The insurance referred to in Sections 16(a)(i), 16(a)(iv), 16(a)(v),
      16(a)(vi), 16(a)(vii), 16(a)(viii), 16(a)(ix), and 16(a)(x) shall name Landlord
      as owner (and as an additional insured/landlord) and as sole loss payee as
      its
      interest may appear (at Landlord’s request, Lender will be named as loss payee
      and as a mortgagee insured pursuant to a standard non-contributory mortgagee
      endorsement in favor of, and acceptable to, Landlord and Lender). The insurance
      referred to in Section 16(a)(ii), 16(a)(vii), 16(a)(viii), 16(a)(ix), and
      16(a)(x) shall name Landlord and Lender as additional insureds. If said
      insurance or any part thereof shall expire, be withdrawn, become void, voidable,
      unreliable or unsafe for any reason, including a breach of any condition thereof
      by Tenant or the failure or impairment of the capital of any insurer, or if
      for
      any other reason whatsoever said insurance shall become reasonably
      unsatisfactory to Landlord, Tenant shall immediately obtain new or additional
      insurance reasonably satisfactory to Landlord. All insurance required to be
      maintained by Tenant under Section 16(a) shall be primary to, and
      non-contributing with, any insurance maintained by Landlord.

     

    (c) Each
      policy required by any provision of Section 16(a), except clause (iii) thereof,
      shall provide that it may not be cancelled or modified except after thirty
      (30)
      days’ prior notice to Landlord and Lender. Each such policy shall also provide
      that any loss otherwise payable thereunder shall be payable notwithstanding
      (i)
      any act or omission of Landlord or Tenant which might, absent such provision,
      result in a forfeiture of all or a part of such insurance payment, (ii) the
      occupation or use of any of the Leased Premises for purposes more hazardous
      than
      those permitted by the provisions of such policy, (iii) any foreclosure or
      other
      action or proceeding taken by Lender pursuant to any provision of the Mortgage,
      Note, Assignment or other document evidencing or securing the Loan upon the
      happening of an event of default therein or (iv) any change in title to or
      ownership of any of the Leased Premises.

     

    (d) Tenant
      shall pay as they become due all premiums (and deductibles) for the insurance
      required by Section 16(a), shall renew or replace each policy and deliver to
      Landlord evidence of the payment of the full premium therefor or installments
      due prior to the due dates thereof, and in no event later than ten (10) days
      prior to the expiration date or cancellation (for nonpayment) of such policy.
      Landlord shall have the option, but never the responsibility, to make premium
      payments. Landlord shall not be responsible for warranties or representations
      to
      underwriters. Prior to the Commencement Date, Tenant shall deliver to Landlord
      a
      certificate of insurance evidencing all insurance coverages required to be
      maintained by Tenant hereunder, together with an endorsement(s) adding Landlord
      and Lender as additional insureds thereunder. Tenant shall promptly forward
      to
      Landlord copies of all original policies and endorsements upon Tenant’s receipt
      thereof.

     

    (e) Any
      insurance which Tenant is required to obtain pursuant to Section 16(a) may
      be
      carried under a “blanket” or umbrella policy or policies covering other
      properties or liabilities of Tenant, provided
      that
      such “blanket” or umbrella policy or policies otherwise comply with the
      provisions of this Section 16 and provided,
      further,
      that
      Tenant shall provide to Landlord a statement of values which shall be reviewed
      annually and amended as necessary based on replacement cost valuations. The
      original or a certified copy of each such “blanket” or umbrella policy shall
      promptly be delivered to Landlord upon request.

     

    (f) Tenant
      shall promptly comply with and conform to (i) all provisions of each insurance
      policy required by this Section 16 and (ii) all requirements of the insurers
      thereunder applicable to Landlord, Tenant or any of the Leased Premises or
      to
      the use, manner of use, occupancy, possession, operation, maintenance,
      alteration or repair of any of the Leased Premises, even if such compliance
      necessitates Alterations or results in interference with the use or enjoyment
      of
      any of the Leased Premises. 

     

    (g) Tenant
      shall not carry separate insurance concurrent in form or contributing in the
      event of a Casualty with that required in this Section 16 unless (i) Landlord
      and Lender are included therein as additional insureds, with loss payable as
      provided herein, and (ii) such separate insurance complies with the other
      provisions of this Section 16. Tenant shall immediately notify Landlord of
      such
      separate insurance and shall deliver to Landlord certificates of such insurance
      and, if requested, the original policies thereof.

     

    (h) All
      policies shall contain full waivers of subrogation against Landlord.
      Additionally, the policy limits for all policies required to be maintained
      by
      Tenant hereunder shall not in any way affect or limit Tenant’s indemnification,
      defense, release and hold harmless obligations set forth in this
      Lease.

     

    (i) The
      per
      occurrence and annual aggregate limits for all insurance required to be
      maintained by Tenant hereunder may be increased by Landlord from time to time
      to
      reflect current market conditions (not more frequently than once every five
      years) or to meet Lender requirements.

     

    (j) Tenant
      shall provide Landlord with acceptable forms of evidence of the insurance
      required by Section 16(a) containing the original signature of the insurance
      underwriter or a duly authorized agent or broker prior to the closing/funding
      and prior to the termination, cessation or replacement of coverage thereafter
      throughout the term of the agreement.

     

    (k) Tenant
      agrees that the insurance maintained by Tenant does not release Tenant from
      liability as contained within the terms of this Lease, and that Landlord is
      under no obligation or duty to ascertain the existence or adequacy of insurance.
      Tenant shall do nothing to interrupt or disallow any insurance required under
      the terms of this Lease. All insurance maintained by Tenant shall be
      underwritten with insurers or reinsurers, if applicable, acceptable to
      Landlord.

     

    17. Casualty
      and Condemnation: Claims.
      

     

    (a) If
      any
      Casualty to the Leased Premises occurs, Tenant shall give Landlord and Lender
      immediate notice thereof. So long as no Event of Default exists Tenant is hereby
      authorized to negotiate all claims under any of the insurance policies required
      by Section 16(a) (except public liability insurance claims payable to a Person
      other than Tenant, Landlord or Lender) and to execute and deliver all necessary
      proofs of loss, receipts, vouchers and releases required by the insurers, and
      Landlord shall have the right to join with Tenant therein, so long as Tenant
      provides Landlord with copies of all correspondence to and from the insurance
      carrier or its representative. Any final adjustment, settlement or compromise
      of
      any such claim shall, however, be subject to the prior written approval of
      Landlord, which shall not be unreasonably withheld or delayed, and Landlord
      shall have the right to prosecute or contest, or to require Tenant to prosecute
      or contest, any such claim, adjustment, settlement or compromise. If an Event
      of
      Default exists, Tenant shall not be entitled to adjust, collect or compromise
      any such claim or to participate with Landlord in any adjustment, collection
      and
      compromise of the Net Award payable in connection with a Casualty. Tenant agrees
      to sign, upon the request of Landlord, all such proofs of loss, receipts,
      vouchers and releases. Each insurer is hereby authorized and directed to make
      payment under said policies directly to Landlord or, if required by the
      Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby
      appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse
      any draft therefor. The rights of Landlord under this Section 17(a) shall be
      extended to Lender if and to the extent that any Mortgage so
      provides.

     

    (b) Tenant,
      immediately upon receiving a Condemnation Notice, shall notify Landlord and
      Lender thereof. So long as no Event of Default exists, Tenant is authorized
      to
      negotiate the amount of any Net Award and Landlord shall have the right to
      join
      with Tenant herein (so long as Tenant provides Landlord with copies of all
      correspondence to and from the condemning authority or its representative).
      Any
      final adjustment, settlement or compromise of any such Net Award shall, however,
      be subject to the prior written approval of Landlord, which shall not be
      unreasonably withheld or delayed, and Landlord shall have the right to prosecute
      or contest, or to require Tenant to prosecute or contest, any such claim,
      adjustment, settlement or compromise relating to a Net Award. If an Event of
      Default exists, Landlord shall be authorized to collect, settle and compromise
      the amount of any Net Award and Tenant shall not be entitled to participate
      with
      Landlord in any Condemnation proceeding or negotiations under threat thereof
      or
      to contest the Condemnation or the amount of the Net Award therefor. No
      agreement with any condemnor in settlement or under threat of any Condemnation
      shall be made by Tenant without the written consent of Landlord which shall
      not
      be unreasonably withheld, conditioned or delayed. Subject to the provisions
      of
      this Section 17(b), Tenant hereby irrevocably assigns to Landlord any award
      or
      payment to which Tenant is or may be entitled by reason of any Condemnation,
      whether the same shall be paid or payable for Tenant’s leasehold interest
      hereunder (including bonus value) or otherwise; but nothing in this Lease shall
      impair Tenant’s right to any award or payment on account of Tenant’s Trade
      Fixtures, equipment or other tangible property which is not part of the Building
      Equipment, moving expenses or loss of business, if available, to the extent
      that
      and so long as (i) Tenant shall have the right to make, and does make, a
      separate claim therefor against the condemnor and (ii) such claim does not
      in
      any way reduce either the amount of the award otherwise payable to Landlord
      for
      the Condemnation of Landlord’s fee interest in the Leased Premises or the amount
      of the award (if any) otherwise payable for the Condemnation of Tenant’s
      leasehold interest hereunder. The rights of Landlord under this Section 17(b)
      shall also be extended to Lender if and to the extent that any Mortgage so
      provides.

     

    18. Casualty
      and Condemnation: Restoration.
      If any
      Casualty (whether or not insured against) or Condemnation shall occur, this
      Lease shall continue, notwithstanding such event, and there shall be no
      abatement or reduction of any Monetary Obligations. Promptly after such Casualty
      or Condemnation, Tenant, as required in Sections 12(a) and 13(b), shall commence
      and diligently continue to restore the Leased Premises as nearly as possible
      to
      their value, condition and character immediately prior to such event (assuming
      the Leased Premises to have been in the condition required by this Lease).
      So
      long as no Event of Default exists, any Net Award up to and including $50,000
      shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises
      in accordance with the requirements of Sections 12(a) and 13(b) of this
      Lease. Any Net Award in excess of $50,000 shall be made available by Landlord
      (or Lender, if required by the terms of any Mortgage) to Tenant for the
      restoration of any of the Leased Premises pursuant to and in accordance with
      the
      provisions of Section 19 hereof. 

     

    19. Restoration
      Procedures.

     

    (a) Landlord
      (or Lender if required by any Mortgage) shall hold Net Award in excess of
      $50,000 in a fund (the “Restoration
      Fund”)
      and
      disburse amounts from the Restoration Fund only in accordance with the following
      conditions:

     

    (i) prior
      to
      commencement of restoration, (A) the architects, contracts, contractors,
      plans and specifications for the restoration shall have been approved by
      Landlord, (B) Landlord and Lender shall be provided with mechanics’ lien
      insurance (if available) and acceptable performance and payment bonds which
      insure satisfactory completion of and payment for the restoration, are in an
      amount and form and have a surety acceptable to Landlord, and name Landlord
      and
      Lender as additional dual obligees, and (C) appropriate waivers of
      mechanics’ and materialmen’s liens shall have been filed;

     

    (ii) at
      the
      time of any disbursement, no Event of Default shall exist and no mechanics’ or
      materialmen’s liens shall have been filed against any of the Leased Premises and
      remain undischarged;

     

    (iii) disbursements
      shall be made from time to time in an amount not exceeding the cost of the
      work
      completed since the last disbursement, upon receipt of (A) satisfactory
      evidence, including architects’ certificates, of the stage of completion, the
      estimated total cost of completion and performance of the work to date in a
      good
      and workmanlike manner in accordance with the contracts, plans and
      specifications, (B) waivers of liens, (C) contractors’ and subcontractors’
sworn statements as to completed work and the cost thereof for which payment
      is
      requested, (D) a satisfactory bringdown of title insurance and (E) other
      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
      and free and clear of mechanics’ and materialmen’s lien claims;

     

    (iv) each
      request for disbursement shall be accompanied by a certificate of Tenant, signed
      by the president or a vice president of Tenant, describing the work for which
      payment is requested, stating the cost incurred in connection therewith, stating
      that Tenant has not previously received payment for such work and, upon
      completion of the work, also stating that the work has been fully completed
      and
      complies with the applicable requirements of this Lease;

     

    (v) Landlord
      may retain ten percent (10%) of the restoration fund until the restoration
      is
      fully completed, including all “punch list” items;

     

    (vi) if
      the
      Restoration Fund is held by Landlord, the Restoration Fund shall not be
      commingled with Landlord’s other funds and shall bear interest at a rate agreed
      to by Landlord and Tenant; and

     

    (vii) such
      other reasonable conditions as Landlord or Lender may impose.

     

    (b) Prior
      to
      commencement of restoration and at any time during restoration, if the estimated
      cost of completing the restoration work free and clear of all liens, as
      determined by Landlord, exceeds the amount of the Net Award available for such
      restoration, the amount of such excess shall, upon demand by Landlord, be paid
      by Tenant to Landlord to be added to the Restoration Fund. Any sum so added
      by
      Tenant which remains in the Restoration Fund upon completion of restoration
      shall be refunded to Tenant. For purposes of determining the source of funds
      with respect to the disposition of funds remaining after the completion of
      restoration, the Net Award shall be deemed to be disbursed prior to any amount
      added by Tenant.

     

    (c) If
      any
      sum remains in the Restoration Fund after completion of the restoration and
      any
      refund to Tenant pursuant to Section 19(b), such sum shall be retained by
      Landlord. 

     

             
      20. Assignment and Subletting; Prohibition against Leasehold
      Financing.

     

    (a) Without
      the prior written consent of Landlord, unless guaranteed in writing by Tenant
      by
      a written instrument in form and substance satisfactory to Landlord, Tenant
      may
      not:

     

    (i) assign,
      mortgage or pledge this Lease, voluntarily or involuntarily, whether by
      operation of law or otherwise, except to Tenant’s Affiliates; or

     

    (ii) sublet
      any of the Leased Premises at any time to any other Person.

     

    Any
      such
      purported assignment or sublease in violation of this Section 20(a) shall be
      null and void. Whether
      or not Landlord consents to any proposed assignment, mortgage, sublease or
      other
      transfer, Tenant shall, within ten (10) days after request in writing by
      Landlord, reimburse
      Landlord for all Costs and expenses incurred by Landlord in connection with
      its
      review thereof.

     

    (b) If
      Tenant
      assigns all its rights and interest under this Lease with Landlord’s consent,
      the assignee under such assignment shall expressly assume all the obligations
      of
      Tenant hereunder, actual or contingent, including obligations of Tenant which
      may have arisen on or prior to the date of such assignment, by a written
      instrument delivered to Landlord at the time of such assignment. Each sublease
      of any of the Leased Premises shall be subject and subordinate to the provisions
      of this Lease. 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. No assignment or
      sublease shall impose any additional obligations on Landlord under this
      Lease.

     

    (c) Tenant
      shall, within ten (10) days after the execution and delivery of any assignment
      or sublease consented to by Landlord, deliver a duplicate original copy thereof
      to Landlord which, in the event of an assignment, shall be in recordable
      form.

     

    (d) As
      security for performance of its obligations under this Lease, Tenant hereby
      grants, conveys and assigns to Landlord all right, title and interest of Tenant
      in and to all subleases (the “Subleases”)
      now in
      existence or hereinafter entered into for any or all of the Leased Premises,
      any
      and all extensions, modifications and renewals thereof and all rents, issues
      and
      profits therefrom. Landlord hereby grants to Tenant a license to collect and
      enjoy all rents and other sums of money payable under any Sublease of any of
      the
      Leased Premises, provided,
      however,
      that
      Landlord shall have the absolute right at any time during the continuance of
      an
      Event of Default upon notice to Tenant and any subtenants to revoke said license
      and to collect such rents and sums of money and to apply the same to
      installments of Interim Rent or Minimum Rent next due and owing. Tenant shall
      not accept any rents under any Sublease more than thirty (30) days in advance
      of
      the accrual thereof nor do nor permit anything to be done, the doing of which,
      nor omit or refrain from doing anything, the omission of which, will or could
      be
      a breach of or default in the terms of any of the Subleases.

     

             
      21. Sales
      by Landlord; Right of First Refusal.
      

     

    (a) Landlord
      may sell or transfer any of the Initial Premises or the Additional Premises
      at
      any time to any third party (each, a “Third
      Party Purchaser”);
      provided,
      however,
      that
      prior to any such sale or transfer, Landlord shall give notice to Tenant of
      the
      terms offered by the Third Party Purchaser (the “Third
      Party Offer”)
      and
      offer to sell or transfer such property or properties to Tenant on the same
      terms and conditions as are set forth in the Third Party Offer. Tenant shall
      then have ten (10) days after receipt of Landlord’s offer to either accept or
      reject such offer in writing. If Tenant does not accept or reject such offer
      within such period of ten (10) days, then Tenant will be deemed to have rejected
      Landlord’s offer, and Landlord shall be free to sell such property or properties
      to such Third Party Purchaser or to any other Person on terms no less favorable
      to Landlord than those set forth in the Third Party Offer at any time within
      one
      hundred eighty (180) days after Tenant’s rejection of Landlord’s offer. It is a
      condition to Tenant’s right of first refusal that (a) no Event of Default shall
      have occurred or be continuing as of the date on which Landlord receives the
      Third Party Offer which shall trigger such right of first refusal, and (b)
      no
      Event of Default shall have occurred or be continuing as of the date on which
      Tenant seeks to exercise a right of first refusal by accepting Landlord’s offer
      to sell or transfer such property or properties to Tenant.

     

    (b) In
      the
      event of any such transfer to a Third Party Purchaser, Tenant shall attorn
      to
      such Third Party Purchaser as Landlord, provided
      such
      Third Party Purchaser or Landlord has notified Tenant in writing of such
      transfer. At the request of Landlord, Tenant will execute such documents
      confirming the agreement referred to above and such other agreements as Landlord
      or the Third Party Purchaser may reasonably request, provided
      that
      such agreements do not increase the liabilities and obligations of Tenant
      hereunder. Whenever Landlord transfers its interest in the Leased Premises
      (whether to a Third Party Purchaser or an Affiliate or subsidiary of Landlord),
      Landlord shall be automatically released from further performance under this
      Lease and from all further liabilities and expenses hereunder, provided
      the
      transferee of Landlord’s interest assumes all liabilities and obligations of
      Landlord hereunder from the date of such transfer.

     

    22. Events
      of Default.
      The
      occurrence of any one or more of the following (after expiration of any
      applicable cure period as provided in Section 22) shall, at the sole option
      of
      Landlord, constitute an “Event
      of Default”
under
      this Lease:

     

    (a) Tenant
      shall fail to pay any Interim Rent or Minimum Rent as and when the same becomes
      due, and such failure continues for five (5) days after Landlord gives written
      notice thereof to Tenant, provided
      that if
      Tenant is more than five (5) days late in the payment of Interim Rent or Minimum
      Rent in any twelve (12) consecutive months period, only one notice need be
      given
      by Landlord during such twelve (12) consecutive months and any subsequent
      failure to pay Interim Rent or Minimum Rent on or before its due date within
      such twelve (12) consecutive months shall constitute an Even of Default after
      five (5) days without notice;

     

    (b) Tenant
      shall fail to pay any Additional Rent or any other Monetary Obligation as and
      when the same becomes due and payable and such failure continues for more than
      five (5) days after Landlord gives written notice thereof to
      Tenant;

     

    (c) a
      default
      occurs under Section 20;

     

    (d) Tenant
      shall fail to perform and observe, or there shall occur a violation or breach
      of, any other provision hereof, not otherwise specifically mentioned in this
      Section 22 as and when such performance or observance is due and such failure,
      violation or breach continues for more than thirty (30) days after Landlord
      gives written notice thereof to Tenant; provided, however, that if such failure,
      violation or breach is not reasonably susceptible to cure within such period
      of
      thirty (30) days, an Event of Default shall not exist as long as Tenant
      commences with due diligence and dispatch the curing of such failure, violation
      or breach within such period of thirty (30 days and thereafter prosecutes with
      diligence and dispatch and completes the curing of such failure, violation
      or
      breach within a reasonable time not to exceed one hundred eighty (180)
      days;

     

    (e) any
      representation or warranty made by Tenant herein or in any certificate, demand
      or request made pursuant hereto proves to be incorrect, now or hereafter, in
      any
      material respect; 

     

    (f) a
      default
      beyond any applicable cure period or at maturity by Tenant in any payment of
      principal or interest on any obligations for borrowed money having an original
      principal balance of $10,000,000 or more in the aggregate, or in the performance
      of any other provision contained in any instrument under which any such
      obligation is created or secured (including the breach of any covenant
      thereunder), (x) if such payment is a payment at maturity or a final payment,
      or
      (y) if an effect of such default is to cause, or permit any Person to cause,
      such obligation to become due prior to its stated maturity; 

     

    (g) a
      default
      by Tenant beyond any applicable cure period in the payment of rent under, or
      in
      the performance of any other material provision of, any other lease or leases
      that have, in the aggregate, rental obligations over the terms thereof of
      $500,000 or more if the landlord under any such lease or leases commences to
      exercise its remedies thereunder;

     

    (h) a
      final,
      non-appealable judgment or judgments for the payment of money in excess of
      $10,000,000 in the aggregate shall be rendered against Tenant and the same
      shall
      remain undischarged for a period of sixty (60) consecutive days; 

     

    (i) Tenant
      shall (A) file, or consent by answer or otherwise to the filing against Tenant
      of, a petition for relief or reorganization or arrangement or any other petition
      in bankruptcy or for liquidation or to take advantage of any bankruptcy,
      insolvency or other debtors’ relief law of any jurisdiction, (B) make a general
      assignment for the benefit of creditors, (C) consent to the appointment of
      a
      custodian, receiver, trustee or other officer with similar powers for itself
      or
      for any substantial part of the Leased Premises, (D) be unable to pay its debts
      as they mature or shall admit in writing its inability to pay its debts when
      due, or (E) take action for the purpose of any of the foregoing; 

     

    (j) a
      court
      or governmental authority shall enter an order, judgment or decree (A)
      appointing, without the consent of Tenant, a custodian, receiver, trustee or
      other officer with similar powers with respect to Tenant or any substantial
      part
      of the Leased Premises, (B) constituting an order for relief or approving a
      petition for relief or reorganization or arrangement or any other petition
      in
      bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, or (C)
      ordering the dissolution, winding-up or liquidation of Tenant; and such order,
      judgment or decree shall remain undischarged or unstayed sixty (60) days after
      it is entered; 

     

    (k) Tenant
      shall be liquidated or dissolved or shall begin proceedings towards its
      liquidation or dissolution; 

     

    (l) the
      estate or interest of Tenant in any of the Leased Premises shall be levied
      upon
      or attached in any proceeding and such estate or interest is about to be sold
      or
      transferred or such process shall not be vacated or discharged within sixty
      (60)
      days after it is made; 

     

    (m) Tenant
      shall fail to convey the Additional Properties to Landlord on or before January
      31, 2007in accordance with the terms of the Purchase Agreement;

     

    (n) Tenant
      shall fail to perform or observe, or there shall occur a violation or breach
      of,
      or a misrepresentation by Tenant under, any provision of any agreement or any
      other document between Tenant and Lender, if such failure, violation, breach
      or
      misrepresentation gives rise to a default beyond any applicable cure period
      with
      respect to any Loan;

     

    (o) Guarantor
      shall engage, enter into, or publicly announce a Corporate Control Event, unless
      each of the following conditions precedent is satisfied (a “Permitted
      Transfer”):

     

    (i) the
      successor to or transferee of Tenant of Guarantor (the “Transferee”)
      has a
      tangible net worth computed in accordance with GAAP consistently applied at
      least equal to the tangible net worth of Guarantor immediately prior to such
      Corporate Control Event, and satisfies the Corporate Control
      Criteria;

     

    (ii) proof
      reasonably satisfactory to Landlord of such required net worth and satisfaction
      of the Corporate Control Criteria shall have been delivered to Landlord at
      least
      twenty (20) days prior to the effective date of any such Corporate Control
      Event;

     

    (iii) the
      Transferee agrees directly with Landlord, by written instrument in form and
      substance reasonably satisfactory to Landlord, to be bound by all of the
      obligations and liabilities of Tenant under this lease or Guarantor under the
      Lease Guaranty, as the case may be;

     

    (iv) in
      no
      event shall the originally named Tenant or Guarantor (or the entity into which
      Tenant or Guarantor is merged or consolidated) be released from its obligations
      under the Lease or the Lease Guaranty, as the case may be;

     

    (v) any
      such
      transfer or transaction is for a legitimate, regular business purpose of Tenant
      or Guarantor and the Transferee, other than the direct or indirect transfer
      of
      Tenant’s interest in this Lease;

     

    (vi) no
      Event
      of Default then exists or will exist immediately after giving effect to such
      Corporate Control Event; or

     

    (p) a
      default, event of default or breach of any term or provision by Tenant (or
      an
      Affiliate of Tenant) under any agreement or document between Tenant (or an
      Affiliate of Tenant) and Landlord (or an Affiliate of Landlord);
      and

     

    (q) an
“Event
      of Default” as such term is defined in the Lease Guaranty.

     

    23. Remedies
      and Damages Upon Default

     

    (a) If
      an
      Event of Default shall have occurred and is continuing, Landlord shall have
      the
      right, at its sole option, then or at any time thereafter, to exercise its
      remedies and to collect damages from Tenant in accordance with this
      Section 23, subject in all events to applicable Law, without demand upon or
      notice to Tenant except as otherwise provided in Section 22 and this
      Section 23.

     

    (i) Landlord
      may give Tenant notice of Landlord’s intention to terminate this Lease on a date
      specified in such notice and upon such date, this Lease, the estate hereby
      granted and all rights of Tenant hereunder shall expire and terminate. Upon
      such
      termination, Tenant shall immediately surrender and deliver possession of the
      Leased Premises to Landlord in accordance with Section 26. If Tenant does
      not so surrender and deliver possession of all of the Leased Premises, Landlord
      may re-enter and repossess any of the Leased Premises not surrendered, with
      legal process, by summary proceedings, ejectment or any other lawful means
      or
      procedure. Upon or at any time after taking possession of any of the Leased
      Premises, Landlord may, by peaceable means or legal process, remove any Persons
      or property therefrom. Landlord shall be under no liability for or by reason
      of
      any such entry, repossession or removal. Notwithstanding such entry or
      repossession, Landlord may collect the damages set forth in Section 23(b).


     

    (ii) After
      repossession of any of the Leased Premises, Landlord shall have the right to
      relet any of the Leased Premises to such tenant or tenants, for such term or
      terms, for such rent, on such conditions and for such uses as Landlord in its
      sole discretion may determine, and collect and receive any rents payable by
      reason of such reletting. Landlord may make such Alterations in connection
      with
      such reletting as it may deem advisable in its sole discretion. Notwithstanding
      any such reletting, Landlord may collect the damages set forth in
      Section 23(b).

     

    (iii)
      Landlord
      may declare by notice to Tenant the entire Interim Rent or Minimum Rent (in
      the
      amount of Interim Rent or Minimum Rent then in effect) for the remainder of
      the
      then current Term to be immediately due and payable. Tenant shall immediately
      pay to Landlord all such Interim Rent or Minimum Rent discounted to its Present
      Value, all accrued Rent then due and unpaid, all other Monetary Obligations
      which are then due and unpaid and all Monetary Obligations which arise or become
      due by reason of such Event of Default (including any Costs of Landlord). Upon
      receipt by Landlord of all such accelerated Interim Rent or Minimum Rent and
      Monetary Obligations, this Lease shall remain in full force and effect and
      Tenant shall have the right to possession of the Leased Premises from the date
      of such receipt by Landlord to the end of the Term, and subject to all the
      provisions of this Lease, including the obligation to pay all increases in
      Interim Rent or Minimum Rent and all Monetary Obligations that subsequently
      become due, except that (A) no Interim Rent or Minimum Rent which has been
      prepaid hereunder shall be due thereafter during the said Term, (B) Tenant
      shall
      have no option to extend or renew the Term.

     

    (b) The
      following constitute damages to which Landlord shall be entitled if Landlord
      exercises its remedies under Section 23(a)(i) or 23(a)(ii):

     

    (i) If
      Landlord exercises its remedy under Section 23(a)(i) but not its remedy
      under Section 23(a)(ii) (or attempts to exercise such remedy under Section
      23(a)(ii) and is unsuccessful in reletting the Leased Premises) then, upon
      written demand from Landlord, Tenant shall pay to Landlord, as liquidated and
      agreed final damages for Tenant’s default and in lieu of all current damages
      beyond the date of such demand (it being agreed that it would be impracticable
      or extremely difficult to fix the actual damages), and not as a penalty, an
      amount equal to the Present Value of all Interim Rent or Minimum Rent from
      the
      date of such demand to the date on which the Term is scheduled to expire
      hereunder in the absence of any earlier termination, re-entry or repossession.
      Tenant shall also pay to Landlord all of Landlord’s Costs in connection with the
      repossession of the Leased Premises and any attempted reletting thereof,
      including all brokerage commissions, legal expenses, reasonable attorneys’ fees,
      employees’ expenses, costs of Alterations and expenses and preparation for
      reletting. 

     

    (ii) If
      Landlord exercises its remedy under Section 23(a)(ii), then Tenant shall, until
      the end of what would have been the Term in the absence of the termination
      of
      the Lease, and whether or not any of the Leased Premises shall have been relet,
      be liable to Landlord for, and shall pay to Landlord, on the date on which
      the
      same are due and payable under the terms of this Lease all Monetary Obligations
      which would be payable under this Lease by Tenant in the absence of such
      termination less the net proceeds, if any, of any reletting pursuant to
      Section 23(a)(ii), after deducting from such proceeds all of Landlord’s
      Costs (including the items listed in the last sentence of Section 23(b)(i)
      hereof) incurred in connection with such repossessing and reletting;
provided
      that if
      Landlord has not relet the Leased Premises, such Costs of Landlord shall be
      considered to be Monetary Obligations payable by Tenant. Landlord shall also
      be
      entitled to recover from Tenant as damages for loss of the bargain, and not
      as a
      penalty, an amount equal to the sum of (1) the Present Value of the excess,
      if
      any, of (a) all Interim Rent and Minimum Rent payable under this Lease from
      the
      date of termination, reentry or repossession, as the case may be, over (b)
      the
      greater of (x) amount of the base rent obtained by Landlord after reletting
      the
      Leased Premises, or (y) the Fair Rental Value of the Leased Premises, plus
      (2)
      all of Landlord’s Costs (including the items listed in the last sentence of
      Section 23(b)(i) hereof). As used herein the “Fair
      Rental Value”
of
      the
      Leased Premises means an amount equal to the fair market rental value of the
      Leased Premises considered as unencumbered by this Lease and available for
      the
      highest and best use that may be made thereof. Tenant shall 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 its own terms had there been no
      such Event of Default. 

     

    (c) Notwithstanding
      anything to the contrary herein contained, in lieu of or in addition to any
      of
      the foregoing remedies and damages, Landlord may exercise any remedies and
      collect any damages available to it at law or in equity. If Landlord is unable
      to obtain full satisfaction pursuant to the exercise of any remedy, it may
      pursue any other remedy which it has hereunder or at law or in equity, it being
      understood that the remedies set forth herein are not exclusive and are
      cumulative in addition to any remedies allowed now or after the date hereof
      by
      applicable law. 

     

    (d) Landlord
      shall not be required to mitigate any of its damages hereunder. If any Law
      shall
      validly limit the amount of any damages provided for herein to an amount which
      is less than the amount agreed to herein, Landlord shall be entitled to the
      maximum amount available under such Law. 

     

    (e) No
      termination of this Lease, repossession or reletting of the Leased Premises,
      exercise of any remedy or collection of any damages pursuant to this
      Section 23 shall relieve Tenant of any Surviving Obligations. 

     

    (f) THE
      PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH
      OF
      THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, AND ANY AGREEMENT
      CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR THE COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
      PARTY (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS LEASE AND ANY CLAIMS
      OR
      DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE
      VOID
      OR VOIDABLE). THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE UNDERSIGNED TO
      EXECUTE THIS LEASE.

     

    (g) Upon
      the
      occurrence of any Event of Default, Landlord shall have the right (but no
      obligation) to perform any act required of Tenant hereunder and, if performance
      of such act requires that Landlord enter the Leased Premises, Landlord may
      enter
      the Leased Premises for such purpose. Any such payment or performance by
      Landlord of Tenant’s obligations under this Lease shall be on Tenant’s account
      and at Tenant’s sole cost and expense, and as Additional Rent
      hereunder.

     

    (h) No
      failure of Landlord (i) to insist at any time upon the strict performance of
      any
      provision of this Lease or (ii) to exercise any option, right, power or remedy
      contained in this Lease shall be construed as a waiver, modification or
      relinquishment thereof. A receipt by Landlord of any sum in satisfaction of
      any
      Monetary Obligation with knowledge of the breach of any provision hereof shall
      not be deemed a waiver of such breach, and no waiver by Landlord of any
      provision hereof shall be deemed to have been made unless expressed in a writing
      signed by Landlord. 

     

    (i) Tenant
      hereby waives and surrenders, for itself and all those claiming under it,
      including creditors of all kinds, (i) 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, and (ii) the benefits of any present or future Law which
      exempts property from liability for debt or for distress for rent. Tenant hereby
      expressly waives the service of notice of intention to re-enter provided for
      in
      any statute now or hereafter in force, or to institute legal proceedings to
      that
      end, and also waives any and all right of redemption provided for in any statute
      now or hereafter in force in case Tenant shall be dispossessed by a judgment
      or
      by warrant of any court or judge. The terms “enter”,
      “re-enter”,
      “entry”
or
      “re-entry”,
      as
      used in this Lease, are not restricted to their technical legal
      meanings.

     

    (j) Except
      as
      otherwise provided herein, all remedies are cumulative and concurrent and no
      remedy is exclusive of any other remedy. Each remedy may be exercised at any
      time an Event of Default has occurred and is continuing and may be exercised
      from time to time. No remedy shall be exhausted by any exercise
      thereof.

     

    (k) Tenant
      shall pay all of Landlord’s legal costs, expenses and reasonable attorneys’
fees, expert fees and consultant fees in exercising any of Landlord’s rights and
      remedies against Tenant, whether set forth herein or at law or equity.


     

    (l) If
      Landlord elects to terminate this Lease on account of any Event of Default
      on
      the part of Tenant, then Landlord may: (i) terminate any sublease, license,
      concession, or other consensual arrangement for possession entered into by
      Tenant and affecting any of the Leased Premises; or (ii) choose to succeed
      to
      Tenant’s interest in such arrangement. No payment by a subtenant with respect to
      a sublease shall entitle such subtenant to possession of the Leased Premises
      after termination of this Lease and Landlord’s election to terminate the
      sublease by the subtenant. If Landlord elects to succeed to Tenant’s interest in
      such arrangement, then Tenant shall, as of the date of notice given by Landlord
      to Tenant of such election, have no further right to, or interest in, any rent
      or other consideration receivable under that arrangement.

     

    24. Notices.
      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 shall be in writing and shall be deemed to have been
      given and received for all purposes when delivered in person or by Federal
      Express or other reliable 24-hour delivery service or five (5) business days
      after being deposited in the United States mail, by registered or certified
      mail, return receipt requested, postage prepaid, addressed to the other party
      at
      its address stated above or when delivery is refused. A copy of any notice
      given
      by Tenant to the originally named Landlord shall simultaneously be given by
      Tenant to Reed Smith LLP, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219,
      Attn: Chairman Real Estate Department, and to CIT Capital USA Inc., 505 Fifth
      Avenue, New York, New York 10017, Attn: General Counsel. For the purposes of
      this Section, any party may substitute another address stated above (or
      substituted by a previous notice) for its address by giving fifteen (15) days’
notice of the new address to the other party, in the manner provided
      above.

     

    25. Estoppel
      Certificate.
      At any
      time upon not less than ten (10) days’ prior written request by either Landlord
      or Tenant (the “Requesting
      Party”)
      to the
      other party (the “Responding
      Party”),
      the
      Responding Party shall deliver to the Requesting Party a statement in writing,
      executed by an authorized officer of the Responding Party, certifying (a) that,
      except as otherwise specified, this Lease is unmodified and in full force and
      effect, (b) the dates to which Interim Rent, Minimum Rent, Additional Rent
      and
      all other Monetary Obligations have been paid, (c) that, to the knowledge of
      the
      signer of such certificate and except as otherwise specified, no default by
      either Landlord or Tenant exists hereunder, (d) such other matters as the
      Requesting Party may reasonably request, and (e) if Tenant is the
      Responding Party that, except as otherwise specified, there are no proceedings
      pending or, to the knowledge of the signer, 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. Any such statements by the Responding Party may be relied upon by the
      Requesting Party, any Person whom the Requesting Party notifies the Responding
      Party in its request for the Certificate is an intended recipient or beneficiary
      of the Certificate, any Lender or their assignees and by any prospective
      purchase or mortgagee of any of the Leased Premises. Any certificate required
      under this Section 25 and delivered by Tenant shall state that, in the opinion
      of each person signing the same, he has made such examination or investigation
      as is necessary to enable him to express an informed opinion as to the subject
      matter of such certificate, and shall briefly state the nature of such
      examination or investigation. In addition to the rights of Landlord and Tenant
      to obtain estoppel certificates, Tenant shall, upon Lender’s request at any
      time, and from time to time during the existence of the Loan, and upon any
      foreclosure of the Loan or transfer in lieu thereof, deliver to Lender an
      estoppel certificate executed by Tenant, which Tenant shall provide in the
      same
      manner and with the same content and effect as estoppel certificates to be
      delivered by Tenant to Landlord, except that the estoppel certificate to Lender
      shall include such additional information as Lender may reasonably
      request.

     

    26. Surrender.
      Upon
      the expiration or earlier termination of this Lease, Tenant shall peaceably
      leave and surrender the Leased Premises to Landlord in the same condition in
      which the Leased Premises was at the commencement of this Lease, except as
      repaired, rebuilt, restored, altered, replaced or added to as permitted or
      required by any provision of this Lease, and except for ordinary wear and tear.
      Upon such surrender, Tenant shall (a) remove from the Leased Premises all
      personal property, Trade Fixtures and equipment (other than the Building
      Equipment) which is owned by Tenant or third parties other than Landlord and
      (b)
      repair any damage caused by such removal. The personal property, Trade Fixtures
      and equipment not so removed shall become the property of Landlord. 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 paid by Tenant to Landlord
      upon demand. Landlord shall not in any manner or to any extent be obligated
      to
      reimburse Tenant for any such property which becomes the property of Landlord
      pursuant to this Section 26. If Tenant holds over in possession after the
      expiration of the Term, then such holding over shall not be deemed to extend
      the
      Term or renew this Lease, but rather the tenancy thereafter shall continue
      as a
      tenancy at sufferance pursuant to the terms and conditions herein contained,
      at
      one hundred fifty percent (150%) of the Interim Rent or Minimum Rent in effect
      on the date of such expiration (plus the requirement that Tenant pay to Landlord
      all Additional Rent); and Tenant shall indemnify, defend, protect (with counsel
      selected by Landlord) and hold Landlord and all Indemnitees wholly free and
      harmless of, from and against any and all damages, losses, costs, expenses
      and
      claims arising therefrom, including reasonable attorneys’ fees and costs. This
      Section 26 shall survive expiration, termination or rejection in bankruptcy
      of
      the Lease. 

     

    27. No
      Merger of Title.
      There
      shall be no merger of the leasehold estate created by this Lease with the fee
      estate in any of the Leased Premises by reason of the fact that the same Person
      may acquire or hold or own, directly or indirectly, (a) the leasehold
      estate created hereby or any part thereof or interest therein and (b) the
      fee estate in any of the Leased Premises or any part thereof or interest
      therein, unless and until all Persons having any interest in the interests
      described in (a) and (b) above which are sought to be merged shall join in
      a
      written instrument effecting such merger and shall duly record the
      same.

     

    28. Books
      and Records.

     

    (a) Tenant
      shall keep adequate records and books of account with respect to the finances
      and business of Tenant generally and with respect to the Leased Premises, in
      accordance with GAAP consistently applied, and shall permit Landlord and Lender
      by their respective agents, accountants and attorneys, upon three (3) business
      days’ prior written notice to Tenant, to visit and inspect the Leased Premises
      and examine (and make copies of) the records and books of account and to discuss
      the finances and business with the officers of Tenant, at such reasonable times
      as may be requested by Landlord; provided, however, that Landlord shall not
      make
      such request more than once during any consecutive twelve-month period. Upon
      the
      request of Lender or Landlord (either telephonically or in writing), Tenant
      shall provide the requesting party with copies of any information to which
      such
      party would be entitled in the course of a personal visit.

     

    (b) Tenant
      shall deliver to Landlord and to Lender within ninety (90) days of the close
      of
      each fiscal year, annual audited financial statements of Tenant prepared by
      a
      nationally recognized firm of independent certified public accountants. Tenant
      shall also furnish to Landlord within forty-five (45) days after the end of
      each
      of the three first calendar quarters in each calendar year unaudited financial
      statements and all other quarterly reports of Tenant, certified by,
      respectively, Tenant’s chief financial officer. All financial statements of
      Tenant shall be prepared in accordance with GAAP consistently applied. All
      annual financial statements shall be accompanied by an opinion of said
      accountants stating that (A) there are no qualifications as to the scope of
      the audit and (B) the audit was performed in accordance with GAAP.


     

    (c) All
      financial statements required under this Section 28 shall be accompanied by
      the
      certification of the president or a vice president of Tenant in the form
      attached hereto as Exhibit
      H,
      dated
      within five (5) days of the delivery of such statement, stating that
      (A) the affiant knows of no Event of Default, or event which, upon notice
      or the passage of time or both, would become an Event of Default which has
      occurred and is continuing hereunder or, if any such event has occurred and
      is
      continuing, specifying the nature and period of existence thereof and what
      action Tenant has taken or proposes to take with respect thereto and
      (B) except as otherwise specified in such affidavit, that Tenant has
      fulfilled all of its obligations under this Lease which are required to be
      fulfilled on or prior to the date of such affidavit.

     

    29. Non-Recourse
      as to Landlord.
      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 Leased Premises and not against any other assets, properties or
      funds of (i) Landlord, (ii) Landlord’s members, and any entity controlling,
      controlled by, or in common control of Landlord or Landlord’s members, any
      director, officer, general partner, shareholder, limited partner, beneficiary,
      employee, consultant, contractor or agent of Landlord or any general partner
      of
      Landlord or any of its general partners (or any legal representative, heir,
      estate, successor or assign of any thereof), (iii) any predecessor or successor
      limited liability company, partnership or corporation (or other entity) of
      Landlord or any of its members, managers, general partners, shareholders,
      officers, directors, employees or agents, either directly or through Landlord
      or
      its general partners, shareholders, officers, directors, employees or agents
      or
      any predecessor or successor partnership or corporation (or other entity),
      (iv)
      any Lender, and any lender to a Person holding an interest in Landlord, (v)
      any
      Person affiliated with any of the foregoing, or any director, officer, employee
      or agent of any thereof; or (vi) the heirs, successors, personal representatives
      and assigns of any of the foregoing.

     

    30. Financing.
      If
      Landlord desires to obtain a Loan, Tenant shall, upon request of Landlord,
      supply any such Lender with such notices and information as Tenant is required
      to give to Landlord hereunder and to extend the rights of Landlord hereunder
      to
      any such Lender and to consent to such financing if such consent is requested
      by
      such Lender. Tenant shall execute a non-disturbance and attornment agreement,
      which may require Tenant to confirm that (a) Lender and its assigns will not
      be
      liable for any misrepresentation, act or omission of Landlord, (b) Lender and
      its assigns will not be subject to any counterclaim, demand or offset which
      Tenant may have against Landlord, (c) Lender and its assigns will not be bound
      by any amendment to this Lease not consented to in writing by Landlord, and
      (d)
      Landlord has assigned its interest in the Lease to Lender and no consent or
      approval of Landlord pursuant to this Lease shall be effective without Lender’s
      consent.

     

    31. Subordination.
      This
      Lease, any memorandum of this Lease and Tenant’s interest hereunder shall be
      subordinate to any Mortgage or other security instrument presently recorded
      or
      hereafter placed upon the Leased Premises by Landlord, and to any and all
      advances made or to be made thereunder, to the interest thereon, and all
      renewals, replacements and extensions thereof; provided, however, that such
      Mortgage or other security instrument (or a separate contemporaneous or
      subsequent instrument in recordable form duly executed by Lender and delivered
      to Tenant) shall include commercially reasonable subordination, non-disturbance
      and attornment provisions (“SNDA
      Provisions”),
      which
      Tenant will execute and deliver, without cost to Landlord or Lender. Such SNDA
      Provisions may provide, among other matters, that if any foreclosure proceedings
      are initiated by Lender or a deed in lieu is granted (or if any ground lease
      is
      terminated), Tenant agrees, upon written request of any such holder or any
      purchaser at foreclosure sale, to attorn and pay Rent to such party and to
      execute and deliver any instruments necessary or appropriate to evidence or
      effectuate such attornment, provided
      such
      Lender or purchaser at a foreclosure sale shall agree to accept this Lease
      and
      not disturb Tenant’s occupancy, so long as Tenant does not default and fail to
      cure within the time permitted hereunder. The SNDA Provisions shall also include
      such other provisions as may be commercially reasonably requested by Lender.
      However, in the event of attornment, Lender shall not be: (i) liable for any
      act
      or omission of Landlord, or subject to any offsets or defenses which Tenant
      might have against Landlord (prior to such Lender becoming Landlord under such
      attornment), or(ii) liable for any security deposit or bound by any prepaid
      Rent
      not actually received by Lender. The SNDA provisions may also include provisions
      set forth in the last sentence of Section 30 of this Lease.

     

    32. Tax
      Treatment; Reporting.
      Landlord and Tenant each acknowledge that each shall treat this transaction
      as a
      true lease for state law purposes and shall report this transaction as a Lease
      for Federal income tax purposes. For Federal income tax purposes each shall
      report this Lease as a true lease with Landlord as the owner of the Leased
      Premises and Building Equipment and Tenant as the lessee of such Leased Premises
      and Building Equipment including: (1) treating Landlord as the owner of the
      property eligible to claim depreciation deductions under Section 167 or 168
      of
      the Code with respect to the Leased Premises and Building Equipment,
      (2) Tenant reporting its Rent payments as rent expense under Section 162 of
      the Code, and (3) Landlord reporting the Rent payments as rental
      income.

     

    33. Miscellaneous.

     

    (a) The
      Section 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 and any gender shall
      include all genders as the context requires and the following words and phrases
      shall have the following meanings: (i) “including” shall mean “including without
      limitation”; (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”; (iv) “obligation” shall mean “obligation, duty,
      agreement, liability, covenant and/or condition”; (v) “any of the Leased
      Premises” shall mean “the Leased Premises or any part thereof or interest
      therein”; (vi) “any of the Land” shall mean “the Land or any part thereof or
      interest therein”; (vii) “any of the Improvements” shall mean “the Improvements
      or any part thereof or interest therein”; and (viii) “any of the Building
      Equipment” shall mean “the Building Equipment or any part thereof or interest
      therein”.

     

    (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. Each appointment of Landlord as attorney-in-fact for Tenant hereunder
      is irrevocable and coupled with an interest. Except as otherwise specifically
      provided herein, Landlord shall not unreasonably withhold or delay its consent
      whenever such consent is required under this Lease, except that with respect
      to
      any assignment of this Lease or subletting of the Leased Premises not expressly
      permitted by the terms of this Lease. Time is of the essence with respect to
      the
      performance by Tenant of all of its obligations under this Lease.

     

    (d) Landlord
      shall in no event be construed for any purpose to be a partner, joint venturer
      or associate of Tenant or of any subtenant, operator, concessionaire or licensee
      of Tenant with respect to any of the Leased Premises or otherwise in the conduct
      of their respective businesses. 

     

    (e) This
      Lease and any documents which may be executed by Tenant on or about the
      effective date hereof at Landlord’s request constitute the entire agreement
      between the parties and supersede all prior understandings and agreements,
      whether written or oral, between the parties hereto relating to the Leased
      Premises and the transactions provided for herein. Landlord and Tenant are
      business entities having substantial experience with the subject matter of
      this
      Lease and have each fully participated in the negotiation and drafting of this
      Lease. Accordingly, this Lease shall be construed without regard to the rule
      that ambiguities in a document are to be construed against the
      drafter.

     

    (f) 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. 

     

    (g) Subject
      to the terms and provisions of Section 20 hereof, the covenants of this Lease
      shall run with the land and bind Tenant, its successors and assigns and all
      present and subsequent encumbrancers and subtenants of any of the Leased
      Premises, and shall inure to the benefit of Landlord, its successors and
      assigns. If there is more than one Tenant, the obligations of each shall be
      joint and several. 

     

    (h) If
      any
      one or more of the provisions contained in this Lease shall for any reason
      be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision of this
      Lease, but this Lease shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein. 

     

    (i) This
      Lease shall be governed by and construed and enforced in accordance with the
      Laws of the State.

     

    (j) Except
      as
      otherwise expressly stated in this Lease, any consent or approval required
      to be
      obtained from Landlord may be granted by Landlord in its sole discretion. In
      any
      instance in which Landlord agrees not to act unreasonably, Tenant hereby waives
      any claim for damages against or liability of Landlord which is based upon
      a
      claim that Landlord has unreasonably withheld or unreasonably delayed any
      consent or approval requested by Tenant, and Tenant agrees that its sole remedy
      shall be an action for declaratory judgment. If with respect to any required
      consent or approval Landlord is required by the express provisions of this
      Lease
      not to unreasonably withhold or delay its consent or approval, and if it is
      determined in any such proceeding referred to in the preceding sentence that
      Landlord acted unreasonably, the requested consent or approval shall be deemed
      to have been granted; however, Landlord shall have no liability whatsoever
      to
      Tenant for its refusal or failure to give such consent or approval. Tenant’s
      sole remedy for Landlord’s unreasonably withholding or delaying, consent or
      approval shall be as provided in this Section.

     

    (k) Landlord
      and Tenant each
      represents to the other that no broker has been involved in this Lease. Landlord
      and Tenant agree that if any claim for brokerage commissions are ever made
      against Landlord or Tenant in connection with this Lease, all claims shall
      be
      handled and paid by the party whose actions or alleged commitments form the
      basis of such claim.

     

    (l) This
      Lease may be executed in one or more counterparts, each of which shall
      constitute an original, and all of which together shall constitute one and
      the
      same instrument.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


     

    


     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    IN
      WITNESS WHEREOF, this Lease Agreement is executed as of the day and year first
      above written.

     

    


    
      	 	
              LANDLORD:

            
	 	 
	 	
              CIT
                CRE LLC,
                a
                Delaware limited liability company

            
	 	 
	 	 
	 	
              By:

            	 
	 	 
	 	
              Title:

            	 


    

    


    


    
      	 	
              TENANT:

            
	 	 
	 	
              LEONARD’S
                METAL, INC.,
                a
                Missouri corporation

            
	 	 
	 	 
	 	
              By:

            	 
	 	 
	 	
              Title:

            	 


    

    


    


     

    


     

    


     


    
      
        
          [Signature
            Page to Lease Agreement]

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    EXHIBIT
      A

     

    


     

    INITIAL
      PREMISES

     

    


     

    
      	
              Address

               

            	
              City

               

            	
              State

               

            
	 	 	 
	
              3600
                Mueller Road

               

            	
              St.
                Charles

               

            	
              Missouri

               

            


    

    


     

    [attach
      legal description]

     

    


     

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

     

    


     

    ADDITIONAL
      PREMISES

     

    


     

    
      	
              Address

               

            	
              City

               

            	
              State

               

            
	 	 	 
	
              2629
                Esthner Court

               

            	
              Wichita

               

            	
              Kansas

               

            
	
              3030
                No. Hwy. 94

               

            	
              St.
                Charles

               

            	
              Missouri

               

            


    

    


     

    [attach
      legal descriptions]

     

    


     

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      C

     

    


     

    BUILDING
      EQUIPMENT

     

    All
      fixtures, machinery, apparatus, equipment, fittings and appliances of every
      kind
      and nature whatsoever now or hereafter affixed or attached to or installed
      in
      any of the Leased Premises (except as hereafter provided), including all
      electrical, anti-pollution, heating, lighting (including hanging fluorescent
      lighting), incinerating, power, air cooling, air conditioning, humidification,
      sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing
      and
      ventilating systems, devices and machinery and all engines, pipes, pumps, tanks
      (including exchange tanks and fuel storage tanks), motors, conduits, ducts,
      steam circulation coils, blowers, steam lines, compressors, oil burners,
      boilers, doors, windows, loading platforms, lavatory facilities, stairwells,
      fencing (including cyclone fencing), passenger elevators, together with all
      additions thereto, substitutions therefor and replacements thereof required
      or
      permitted by this Lease, but excluding the Trade Fixtures.

     

    


     

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

    


     

    MINIMUM
      RENT ALLOCATION SCHEDULE

     

    


     

    [Attach
      Minimum Rent Schedule]

     

    


     

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      E

     

    


     

    CERTIFICATION
      RELATED TO THE USA PATRIOT ACT

     

    


     

    The
      undersigned (“Tenant”)
      hereby
      certifies to CIT CRE LLC (“Landlord”)
      the
      following:

     

    1.
           Tenant maintains a place of business that is
      located at a fixed address (other than an electronic address or post office
      box)
      known as __________________________.

     

    2.
           Tenant has no knowledge that it is not in full
      compliance with laws relating to bribery, corruption, fraud, money laundering
      and the Foreign Corrupt Practices Act.

     

    3. The
      names
      and addresses of Tenant’s Owners (defined hereinafter), officers and directors
      are accurately reflected on Annex A to this certification. “Owner”
means
      any individual who owns, controls, or has the power to vote more than 5% of
      any
      class of Tenant’s stock, or otherwise controls or has the power to control
      Tenant.

     

    4.
           None of said owners, officers or directors appears
      on any of the following lists maintained by the United States government
      (“Government
      Lists”):

     

    (a) The
      two
      lists maintained by the United States Department of Commerce (Denied Persons
      and
      Entities; the Denied Persons list can be found at
      www.bxa.doc.gov/DPL/Default.shtm; the Entity List can be found at
      www.bxa.doc.gov/Entities/Default.htm;

     

    (b) The
      list
      maintained by the United States Department of Treasury (Specially Designated
      Nationals and Blocked Persons, which can be found at
      www.ustreas.gov/ofac/t11sdn.pdf); 

     

    (c) Two
      lists
      maintained by the United States Department of State (Terrorist Organizations
      and
      Debarred Parties; the State Department List of Terrorists can be found at
      www.state.gov/s/ct/rls/fs/2001/6531.htm; the List of Debarred Parties can be
      found at www.pmdtc.org/debar059.htm); and

     

    (d) Any
      other
      list of terrorists, terrorist organizations or narcotics traffickers maintained
      pursuant to any of the rules and regulations of Office of Foreign Assets
      Control, U.S. Department of the Treasury, or by any other
      government.

     

    5.     Tenant
      does not transact business on behalf of, or for the direct or indirect benefit
      of, any individual or entity named on any Government List.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    I,
      _____________________, certify that I have read and understand this
      Certification and that the statements made in this certification and the
      attached Annexes are true and correct.

     

    


    
      	 	
              TENANT:

            
	 	 
	 	
              LEONARD’S
                METAL, INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	
               

              Title:

            	 	 
	 	 
	 	 
	 	
              Executed
                on this _____ day of ___________,
                20__.

            


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    


    EXHIBIT
      F

     

    


     

    DETERMINATION
      OF FAIR MARKET RENTAL VALUE OF THE LEASED PREMISES

     

    


     

    Determination
      of Fair Market Rental Value of the Leased Premises under Section 6 of this
      Lease
      shall be made in accordance with the following procedures:

     

    (a) Fair
      Market Rental Value of the Leased Premises shall be determined by the agreement
      of two (2) qualified appraisers (each, an “Initial
      Appraiser”),
      one
      of which shall be selected by Landlord and the other of which shall be selected
      by Tenant as set forth in this Exhibit
      F.
      Tenant
      shall identify in writing, as part of Tenant’s written notice exercising a
      Renewal Term option, its determination of the Fair Market Rental Value of the
      Leased Premises and the Initial Appraiser who will be selected and retained
      by
      Tenant and, in such notice, specifically identify such Initial Appraiser’s name,
      address, phone number and professional qualifications. Within thirty (30) days
      after receipt of notice of Tenant’s determination and Initial Appraiser,
      Landlord shall either accept Tenant’s evaluation or provide notice of Landlord’s
      determination of the Fair Market Rental Value of the Leased Premises and the
      Initial Appraiser selected and retained by Landlord, and, in such notice,
      identify such Initial Appraiser’s name, address, phone number and professional
      qualifications. For thirty (30) days after Tenant’s receipt of such notice from
      Landlord, the parties shall endeavor to reach agreement on the Fair Market
      Rental Value of the Leased Premises for the applicable Renewal Term. If the
      parties fail to reach agreement, then each of Landlord and Tenant shall direct,
      in writing with a copy to the other party, its Initial Appraiser to work with
      the other party’s Initial Appraiser to endeavor to determine and reach agreement
      upon the Fair Market Rental Value of the Leased Premises, and thereafter to
      deliver in writing to Landlord and Tenant within thirty (30) days (such 30-day
      period, the “Valuation
      Period”)
      the
      agreed-upon Fair Market Rental Value of the Leased Premises (such notice, the
      “Valuation
      Notice”).
      The
      costs and expenses of each Initial Appraiser shall be paid by the party
      selecting such Initial Appraiser. If Tenant fails to identify in writing an
      Initial Appraiser as required by this Exhibit
      F,
      Landlord shall identify and select an Initial Appraiser on behalf of Tenant;
      provided,
      however,
      that
      Tenant shall be liable for the costs and expenses of such Initial Appraiser
      identified and selected on Tenant’s behalf by Landlord as if Tenant had
      identified and selected such Initial Appraiser.

     

    (b) If
      the
      Initial Appraisers are not able to reach agreement upon the Fair Market Rental
      Value of the Leased Premises within the Valuation Period, within ten (10) days
      after the end of the Valuation Period, then (i) each Initial Appraiser shall
      deliver a written notice to Landlord, Tenant and the other Initial Appraiser
      setting forth such Initial Appraiser’s valuation of the Fair Market Rental Value
      of the Leased Premises (each, an “Initial
      Valuation”),
      and
      (ii) the Initial Appraisers shall jointly select a third qualified appraiser
      (the “Third
      Appraiser”).
      The
      Initial Appraisers shall, in writing with a copy to Landlord and Tenant, direct
      the Third Appraiser to determine a valuation of the Fair Market Rental Value
      of
      the Leased Premises, and to deliver in writing to Landlord, Tenant and the
      Initial Appraisers such valuation (the “Third
      Valuation”)
      within
      twenty (20) days of the date of the written direction retaining such Third
      Appraiser. After Landlord, Tenant and the Initial Appraisers have each received
      copies of the Initial Valuations and the Third Valuation, the Fair Market Rental
      Value of the Leased Premises shall be the determined as the arithmetic mean
      of
      the two valuations that are closest in value to each other. If the Initial
      Appraisers are unable to agree upon the designation of a Third Appraiser within
      the requisite time period or if the Third Appraiser selected does not make
      a
      valuation of the Fair Market Rental Value of the Leased Premises within twenty
      (20) days after being directed to do so by the Initial Appraisers, then such
      Third Appraiser or a substitute Third Appraiser, as applicable, shall, at the
      request of Landlord or Tenant, be appointed by the President or Chairman of
      the
      American Arbitration Association in New York, New York. The costs and expenses
      of the Third Appraiser (and substitute Third Appraiser and the American
      Arbitration Association, if applicable) shall be divided evenly between, and
      paid for by, Landlord and Tenant.

     

    (c) All
      appraisers selected or appointed pursuant to this Exhibit
      F
      shall be
      independent qualified appraisers having not less than ten (10) years’ experience
      in the appraisal of properties similar to the Leased Premises. Such appraisers
      shall not have any right, power or authority to alter or modify any of the
      provisions of this Lease.

     

    (d) Notwithstanding
      the foregoing, if Landlord and Tenant are able to agree upon a Fair Market
      Rental Value of the Leased Premises prior to the date on which the Initial
      Appraisers deliver their Initial Valuations, Landlord and Tenant shall execute
      an agreement setting forth such agreed-upon Fair Market Rental Value of the
      Leased Premises, and waiving each party’s right to have the Fair Market Rental
      Value of the Leased Premises determined in accordance with the procedures set
      forth in subsections (a) and (b) of this Exhibit
      F.

     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    EXHIBIT
      G

     

    


     

    ENVIRONMENTAL
      REPORTS

     

    


     

    1. 3600
      Mueller Road, St. Charles, Missouri:

     

    Phase
      I
      Environmental Site Assessment Report (LAC Project No. 06-44054.3) prepared
      by
      LandAmerica Assessment Corporation dated December 26, 2006.

     

    Environmental
      Violations and Hazardous Conditions Disclosed:

     

    [none]

     

    Remediation
      Actions to be Undertaken:

     

    Develop
      and implement an asbestos O&M program for the property

     

    2. 2629
      Esthner Court, Wichita, Kansas:

     

    [Environmental
      Site Assessment Report by LandAmerica Assessment Corporation]

     

    Environmental
      Violations and Hazardous Conditions Disclosed:

     

    [to
      be
      identified prior to the Additional Closing Date (as defined in the Purchase
      Agreement)]

     

    Remediation
      Actions to be Undertaken:

     

    [describe
      actions, if any, to be taken with respect to any Environmental Violations and
      Hazardous Conditions identified prior to the Additional Closing
      Date]

     

    3. 3030
      No. Hwy. 94, St. Charles, Missouri:

     

    [Environmental
      Site Assessment Report by LandAmerica Assessment Corporation]

     

    Environmental
      Violations and Hazardous Conditions Disclosed:

     

    [to
      be
      identified prior to the Additional Closing Date]

     

    Remediation
      Actions to be Undertaken:

     

    [describe
      actions, if any, to be taken with respect to any Environmental Violations and
      Hazardous Conditions identified prior to the Additional Closing
      Date]

     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    EXHIBIT
      H

     

    


     

    FORM
      OF
      CERTIFICATION

     

    


     

    TO: CIT
      CRE LLC

     

    This
      Compliance Certificate is furnished pursuant to that certain Lease Agreement
      dated as of December ____, 2006 (as the same may be amended, restated or
      otherwise modified from time to time, the “Lease Agreement”), between CIT CRE
      LLC, as landlord, and Leonard’s Metal, Inc., as tenant. Unless otherwise defined
      herein, capitalized terms used in this Compliance Certificate have the meanings
      defined in the Lease Agreement.

     

     

    THE
      UNDERSIGNED HEREBY CERTIFIES THAT:

     

     

    
      	1.  	
              I
                am the duly elected ______________________
                of
                Tenant.

            


    

     

    
      	2.  	
              I
                have reviewed the terms of the Lease Agreement and I have made, or
                have
                caused to be made under my supervision, a review of the transactions
                and
                conditions of Tenant during the accounting period covered by the
                attached
                financial statements.

            


    

     

    
      	3.  	
              The
                examinations described in paragraph 2 did not disclose, and I have no
                knowledge of, the existence of any condition or event which constitutes
                an
                Event of Default as of the date of this Compliance Certificate and
                except
                as otherwise specified in this Certification, Tenant has fulfilled
                all of
                its obligations under this Lease which are required to be fulfilled
                on or
                prior to the date of this
                Certification.

            


    

     

    
      	4.  	
              The
                attached Financial Statements have been prepared in accordance with
                GAAP
                applied consistently throughout the period and with prior periods
                (except
                as disclosed therein).

            


    

     

    This
      Compliance Certificate, together with the schedules hereto, is executed and
      delivered this ______ day of _________________, 200__.

     

    


    
      	 	 
	 	
              Print
                Name:

            	 
	 	
              Title: