EXHIBIT
        10.1

       

      LEASE

       

      Between

      


      OLP
        ____________________ LLC, a Delaware limited liability company

       

      Landlord

       

      and

       

      OFFICE
        DEPOT, INC., a Delaware corporation

       

      Tenant

       

      located
        at

       

      
        
          

        

      

      
        
 

      September
        26, 2008


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

      
        	 	 	
                Page

              
	 	 	 
	
                Article
                  1 FUNDAMENTAL LEASE PROVISIONS; EXHIBITS; DEFINITIONS

              	
                1

              
	
                Section
                  1.1

              	
                Fundamental
                  Lease Provisions

              	
                1

              
	
                Section
                  1.2

              	
                Exhibits

              	
                3

              
	
                Section
                  1.3

              	
                Definitions

              	
                3

              
	 	 	 
	
                Article
                  2 LEASE OF PROPERTY; TERM

              	
                4

              
	
                Section
                  2.1

              	
                Lease
                  of Property

              	
                4

              
	
                Section
                  2.2

              	
                Term

              	
                4

              
	
                Section
                  2.3

              	
                Extension
                  Options

              	
                5

              
	
                Section
                  2.4

              	
                Net
                  Lease

              	
                5

              
	
                Section
                  2.5

              	
                Property
                  Name

              	
                5

              
	
                Section
                  2.6

              	
                Landlord’s
                  Work

              	
                5

              
	
                Section
                  2.7

              	
                Tenant's
                  Work.

              	
                5

              
	 	 	 
	
                Article
                  3 RENT

              	
                6

              
	
                Section
                  3.1

              	
                Fixed
                  Rent

              	
                6

              
	
                Section
                  3.2

              	
                Real
                  Estate Taxes.

              	
                6

              
	 	 	 
	
                Article
                  4 MAINTENANCE

              	
                7

              
	
                Section
                  4.1

              	
                Maintenance

              	
                7

              
	 	 	 
	
                Article
                  5 UTILITIES AND SERVICES

              	
                7

              
	
                Section
                  5.1

              	
                Utilities
                  in General

              	
                7

              
	
                Section
                  5.2

              	
                Additional
                  Utilities

              	
                7

              
	 	 	 
	
                Article
                  6 LANDLORD'S AFFIRMATIVE AND NEGATIVE COVENANTS

              	
                7

              
	
                Section
                  6.1

              	
                Affirmative
                  Covenants

              	
                7

              
	
                Section
                  6.2

              	
                Negative
                  Covenants

              	
                8

              
	 	 	 
	
                Article
                  7 LANDLORD'S REPRESENTATIONS, WARRANTIES AND ADDITIONAL
                  COVENANTS

              	
                9

              
	
                Section
                  7.1

              	
                Landlord's
                  Representations, Warranties and Additional Covenants

              	
                9

              
	 	 	 
	
                Article
                  8 TENANT'S REPRESENTATIONS, WARRANTIES AND COVENANTS

              	
                9

              
	
                Section
                  8.1

              	
                Tenant’s
                  Representations and Warranties

              	
                9

              
	
                Section
                  8.2

              	
                Covenants

              	
                10

              
	 	 	 
	
                Article
                  9 ASSIGNMENT AND SUBLETTING

              	
                12

              
	
                Section
                  9.1

              	
                Rights
                  and Conditions

              	
                12

              
	
                Section
                  9.2

              	
                Non-Disturbance

              	
                13

              
	 	 	 
	
                Article
                  10 DAMAGE AND DESTRUCTION; CONDEMNATION

              	
                14

              
	
                Section
                  10.1

              	
                Fire
                  or Other Casualty.

              	
                14

              
	
                Section
                  10.2

              	
                Eminent
                  Domain.

              	
                14

              
	 	 	 
	
                Article
                  11 DEFAULT AND REMEDIES

              	
                15

              
	
                Section
                  11.1

              	
                Tenant's
                  Default

              	
                15

              
	
                Section
                  11.2

              	
                Cross-Default
                  by Tenant

              	
                16

              
	
                Section
                  11.3

              	
                Holdover
                  by Tenant

              	
                17

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  11.4

              	
                Effect
                  of Waivers of Default by Landlord or Tenant

              	
                17

              
	
                Section
                  11.5

              	
                Landlord's
                  Default

              	
                17

              
	
                Section
                  11.6

              	
                Breach
                  of a Covenant

              	
                17

              
	
                Section
                  11.7

              	
                Interest
                  on Late Payments

              	
                18

              
	 	 	 
	
                Article
                  12 MISCELLANEOUS PROVISIONS

              	
                18

              
	
                Section
                  12.1

              	
                Notices
                  from One Party to the Other

              	
                18

              
	
                Section
                  12.2

              	
                Brokerage

              	
                18

              
	
                Section
                  12.3

              	
                Brokerage
                  Indemnities

              	
                18

              
	
                Section
                  12.4

              	
                Relationship
                  of the Parties

              	
                18

              
	
                Section
                  12.5

              	
                Subordination,
                  Non-Disturbance and Attornment.

              	
                19

              
	
                Section
                  12.6

              	
                Estoppel
                  Certificates

              	
                19

              
	
                Section
                  12.7

              	
                Applicable
                  Law and Construction

              	
                19

              
	
                Section
                  12.8

              	
                Binding
                  Effect of Lease

              	
                20

              
	
                Section
                  12.9

              	
                Memorandum
                  of Lease

              	
                20

              
	
                Section
                  12.10

              	
                Effect
                  of Unavoidable Delays.

              	
                20

              
	
                Section
                  12.11

              	
                Waiver
                  of Claims and Subrogation

              	
                20

              
	
                Section
                  12.12

              	
                No
                  Construction Against Preparer

              	
                20

              
	
                Section
                  12.13

              	
                Number
                  and Gender

              	
                20

              
	
                Section
                  12.14

              	
                Waiver
                  of Landlord's Lien

              	
                21

              
	
                Section
                  12.15

              	
                No
                  Express or Implied Covenant of Continuous Operation

              	
                21

              
	
                Section
                  12.16

              	
                Exterior
                  and Interior Signage.

              	
                21

              
	
                Section
                  12.17

              	
                Covenants

              	
                21

              
	
                Section
                  12.18

              	
                Entire
                  Agreement

              	
                21

              
	
                Section
                  12.19

              	
                Legal
                  Expenses

              	
                21

              
	
                Section
                  12.20

              	
                Counterparts

              	
                22

              
	
                Section
                  12.21

              	
                Investment
                  Tax Credits

              	
                22

              
	
                Section
                  12.22

              	
                Financial
                  Statements

              	
                22

              
	
                Section
                  12.23

              	
                Confidentiality

              	
                22

              
	
                Section
                  12.24

              	
                Waiver
                  of Trial by Jury

              	
                22

              
	
                Section
                  12.25

              	
                Radon
                  Disclosure

              	
                22

              
	 	 	 
	
                Article
                  13 LEASEHOLD MORTGAGES

              	
                23

              
	
                Section
                  13.1

              	
                Leasehold
                  Mortgages.

              	
                23

              
	
                Section
                  13.2

              	
                Event
                  of Default.

              	
                23

              
	
                Section
                  13.3

              	
                Exercise
                  of Remedies. .

              	
                23

              
	
                Section
                  13.4

              	
                Termination
                  of Lease..

              	
                24

              
	
                Section
                  13.5

              	
                Limited
                  Liability.

              	
                24

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      E
        X H I B I T S

       

      
        	
                EXHIBIT
                  A

              	
                PROPERTY
                  LEGAL DESCRIPTION

              
	 	 
	
                EXHIBIT
                  B

              	
                SITE
                  PLAN

              
	 	 
	
                EXHIBIT
                  C

              	
                [Reserved]

              
	 	 
	
                EXHIBIT
                  D

              	
                [Reserved]

              
	 	 
	
                EXHIBIT
                  E

              	
                [Reserved]

              
	 	 
	
                EXHIBIT
                  F

              	
                [Reserved]

              
	 	 
	
                EXHIBIT
                  G

              	
                [Reserved]

              
	 	 
	
                EXHIBIT
                  H

              	
                PERMITTED
                  EXCEPTIONS

              
	 	 
	
                EXHIBIT
                  I

              	
                SUBORDINATION,
                  NON-DISTURBANCE AND ATTORNMENT AGREEMENT

              
	 	 
	
                EXHIBIT
                  J

              	
                MEMORANDUM
                  OF LEASE

              
	 	 
	
                EXHIBIT
                  K

              	
                RECIPROCAL
                  EASEMENT AGREEMENT

              
	 	 
	
                EXHIBIT
                  L

              	
                RELATED
                  LEASES

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      L
        E A S E

       

      ARTICLE
        1

      FUNDAMENTAL
        LEASE PROVISIONS; EXHIBITS; DEFINITIONS

       

      Section
        1.1 Fundamental
        Lease Provisions.
        These are the provisions of this Lease, except as they may be modified
        hereafter.

      

        
          	
                  1.1.1

                	
                  DATE
                    OF LEASE.

                	
                  September
                    26, 2008, being the date that both this Lease and the Memorandum
                    of Lease
                    attached hereto as EXHIBIT
                    J have
                    been executed by both parties and returned to the first to execute,
                    sometimes referred to herein as the “Effective Date”.

                
	 	 	 
	
                  1.1.2

                	
                  LANDLORD:

                	
                  OLP
                    __________________ LLC, a Delaware limited liability
                    company

                
	 	 	 
	
                  1.1.3

                	
                  ADDRESS
                    OF LANDLORD FOR THE PAYMENT OF RENT HEREUNDER:

                	
                  60
                    Cutter Mill Road, Suite 303

                  Great
                    Neck, NY 11021

                  Attention:
                    Alysa Block

                  Tax
                    I.D. # 13-3147497

                
	 	 	 
	
                  1.1.4

                	
                  TENANT:

                	
                  OFFICE
                    DEPOT, INC., 

                  a
                    Delaware corporation 

                
	 	 	 
	
                  1.1.5

                	
                  ADDRESS
                    OF TENANT:

                	
                  2200
                    Old Germantown Road

                  Delray
                    Beach, Florida 33445

                  (561)
                    438-4000

                
	 	 	 
	
                  1.1.6

                	
                  TENANT'S
                    INITIAL TRADE NAME: 

                	
                  OFFICE
                    DEPOT

                
	 	 	 
	
                  1.1.7

                	
                  LEASE
                    TERM:

                	
                  Subject
                    to Section
                    2.2,
                    the Expiration Date of the “Lease Term” (as defined in Section
                    2.2
                    below) shall be the date which is one hundred twenty (120) full
                    calendar
                    months from and after the Lease Term Commencement Date (as defined
                    in
                    Section
                    2.2
                    below) (the “Initial Term”), unless extended (the “Extended Lease
                    Term(s)”) pursuant to the provisions of Section
                    2.3
                    hereof, or unless sooner terminated in accordance with the terms
                    and
                    provisions of this Lease

                
	 	 	 
	
                  1.1.8

                	
                  FIXED
                    RENT:

                	
                  Annual
                    Total

                  Fixed
                    Rent

                
	 	 	 
	 	
                  Years
                    of Lease Term

                	 
	 	 	 
	 	
                  1-5

                	
                  $__________

                
	 	 	 
	 	
                  6-10

                	
                  $__________

                


        

      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  11-15

                	
                  $__________

                
	 	 	 
	 	
                  16-20

                	
                  $__________

                
	 	 	 
	 	
                  21-25

                	
                  $__________

                
	 	 	 
	 	
                  26-30

                	
                  $__________

                
	 	 	 
	
                  Annual
                    Total Fixed Rent will be adjusted prorata for any partial year
                    during the
                    term.

                
	 
	
                  1.1.9

                	
                  NUMBER
                    OF SUCCESSIVE FIVE (5) YEAR RENEWAL OPTIONS:

                	
                  Four
                    (4) 

                
	 	 	 
	
                  1.1.10

                	
                  PROPERTY
                    LOCATION:

                	
                   

                
	 	 	 
	
                  1.1.11

                	
                  NAME
                    OF CENTER:

                	
                   

                
	 	 	 
	
                  1.1.12

                	
                  BROKER(S):

                	
                  None.
                    

                


        

      

      


      1.1.13 PERMITTED
        USES; NATURE OF TENANT'S BUSINESS. The Property (as later defined) may be
        used
        for the operation of an office and consumer supply, furniture, equipment
        and
        products and service store as is now or in the future being operated by Tenant
        for any one (1) or more of the following sales and services: office and consumer
        supplies, furniture, machines, storage supplies and products, and other related
        equipment used in offices, home offices and homes; school supplies and products;
        computer hardware, software and related equipment and supplies; educational
        and
        entertainment supplies, software and goods, including, but not limited to,
        books, newspapers, magazines, periodicals, records, audio and video tapes,
        DVD's, games, digital technology, Internet products and services; consumer
        and
        business electronics; cellular telephones, and telecommunications equipment
        and
        devices; art, architectural and engineering supplies; photocopy, facsimile,
        printing, shipping and related services; business services (including, without
        limitation, tax and financial services); gifts, novelties and related items;
        any
        technological evolution or replacement of any of the foregoing; the sale
        of
        goods and the provision of such other services customarily sold or provided
        now
        or in the future in office and consumer supply and product and service stores
        or
        in other stores of Tenant, and for any other lawful retail purpose (the
“Permitted Use”). 

      

        
          	
                  1.1.14

                	
                  MINIMUM
                    GENERAL LIABILITY INSURANCE COVERAGE:

                	
                  Two
                    Million Dollars ($2,000,000.00) Combined Single Limit Coverage,
                    or such
                    additional amount as Landlord’s mortgagees may require.

                
	 	 	 
	
                  1.1.15

                	
                  TENANT
                    ALLOWANCE:

                	
                  None.

                
	 	 	 
	
                  1.1.16

                	
                  CRITICAL
                    DATES:

                	 
	 	 	 
	 	
                  Estimated
                    Delivery Date:

                	
                  September
                    26, 2008 

                
	 	 	 
	 	
                  Outside
                    Delivery Date:

                	
                  October
                    1, 2008 

                


        

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  1.1.17

                	
                  ARTICLE
                    12 INFORMATION:

                
	 	
                  Notices
                    to Landlord shall be sent to:

                   

                  60
                    Cutter Mill Road, Suite 303

                  Great
                    Neck, NY 11021

                   

                  Attention:
                    Alysa Block

                  Telephone:
                    (561) 773-2746

                  Facsimile:    

                
	 	 
	 	
                  With
                    a copy to:

                   

                  60
                    Cutter Mill Road, Suite 303

                  Great
                    Neck, NY 11021

                   

                  Attention:
                    Lawrence Ricketts

                


        

      

       

      Section
        1.2 Exhibits.
        The
        exhibits attached to this Lease are incorporated into this Lease by this
        reference and are to be construed as an integral part of this
        Lease.

       

      Section
        1.3 Definitions.
        Certain
        terms used in this Lease with an initial capital letter are defined within
        the
        text of those Sections in which the same are mentioned. For convenience,
        certain
        other terms are defined in this Section
        1.3
        as
        follows:

       

      1.3.1 The
        term
“Additional Charges” shall mean all payments required to be made hereunder by
        Tenant, other than “Fixed Rent.”

       

      1.3.2 The
        term
“Building Permits” shall mean all necessary building permits and other
        governmental approvals for the performance of “Tenant's Work” (including without
        limitation the installation of its exterior building and pylon signage as
        set
        forth in Section
        12.15
        hereof).

       

      1.3.3 The
        term
“Delivery Date” shall mean the date that exclusive actual possession of the
        entire Property is delivered to Tenant.

       

      1.3.4 The
        term
        the “Floor Area” shall mean the number of square feet of ground floor space in
        all areas constructed on the Property within the exterior faces of exterior
        walls, store fronts, corridors and service areas (except party and interior
        walls, as to which the center thereof shall be used), including, by way of
        illustration and not by limitation, sales areas, warehousing or storage areas,
        office or clerical areas and employee facilities. Floor Area shall exclude
        any
        truck wells and loading dock areas, unless fully enclosed within the exterior
        walls of the building, any non-sales mezzanine space and any basement
        space. 

       

      1.3.5 The
        term
“Hazardous Substances” shall mean any hazardous or toxic materials, substances
        or wastes, such as (a) substances defined as “hazardous substances,” “hazardous
        materials,” or “toxic substances” in the Comprehensive Environmental Response,
        Compensation and Liability Act of 1980 (“CERCLA”), the Resource Conservation and
        Recovery Act of 1976 (“RCRA”), and/or the Hazardous Materials Transportation Act
        (49 USC Section 1801, et seq.), as any of such acts are amended from time
        to
        time; (b) any materials, substances or wastes which are toxic, ignitable,
        corrosive or reactive and which are regulated by any local governmental
        authority, any agency of any State in which the Property is located or any
        agency of the United States of America; (c) asbestos, petroleum and petroleum
        based products, urea formaldehyde foam insulation, polychlorinated biphenyls
        (PCBs), and freon and other chlorofluorocarbons; and (d) those substances
        defined as any of the foregoing in the regulations adopted and publications
        promulgated pursuant to each of the aforesaid laws.

       

      1.3.6 The
        term
“Institutional Mortgagee” shall mean any commercial bank, federal or state
        savings and loan association, life insurance company, pension fund, real
        estate
        investment trust, nationally recognized credit company or investment bank,
        any
        affiliate, subsidiary, successor or assignee of any of the foregoing, or
        any
        other legal entity (not affiliated with Landlord) holding a mortgage on the
        Property.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      1.3.7 The
        term
“Interest Rate” shall mean that rate of interest which is the lesser of (a) the
        maximum interest rate permitted under applicable usury laws; or (b) the “prime
        rate” as published from time to time in the Money Section of The Wall Street
        Journal or, if The Wall Street Journal should at any time cease to be published
        or should The Wall Street Journal cease to publish a “prime rate,” the term
“prime rate” shall mean the reference rate as charged from time to time by Bank
        of America.

       

      1.3.8 The
        term
“Permitted Exceptions” shall mean all those certain title exceptions, which in
        Tenant's reasonable judgment will not impair Tenant's rights and entitlements
        under this Lease or its use and enjoyment of the Property. The Permitted
        Exceptions are listed on EXHIBIT
        H
        attached
        hereto.

       

      1.3.9 The
        term
“Premises” shall mean, in aggregate, all vertical improvements to the Property
        including without limitation the building containing Tenant’s retail
        store.

       

      1.3.10 The
        “Property” shall mean the real property legally described on EXHIBIT
        A
        hereto,
        together with the improvements now or hereafter constructed
        thereon.

       

      1.3.11 The
        term
“Tenant’s Unamortized Improvements” shall mean the unamortized portion (as of
        the date of such termination) of the total sums expended by Tenant as set
        forth
        in Tenant's books and records in the performance of Tenant's Work and any
        subsequent leasehold improvements, with amortization to be on a straight-line
        basis over the useful life of such improvements, commencing upon the date
        of
        each applicable expenditure. The total sums expended by Tenant in the
        performance of Tenant's Work and any subsequent leasehold improvements shall
        be
        reflected in a written itemization provided by Tenant.

       

      1.3.12 The
        term
“REA” as used herein shall mean that certain __________________ dated __________
        by and between ________________ and ____________________, filed ____________,
        recorded under County Clerk's File No. _____________ County, ______________.
        The
        Property is subject to the REA, attached hereto as EXHIBIT
        K.
        Landlord hereby grants and warrants to Tenant, its successors and assigns,
        for
        the Lease Term, the non-exclusive right and easement appurtenant to and for
        the
        benefit of the Property and any occupant thereof and its customers, employees,
        and invitees, to use, for purposes of access, ingress and egress, and parking
        all those certain access, ingress and egress, and parking easement areas
        granted
        to or established under the REA. 

       

      ARTICLE
        2

      LEASE
        OF PROPERTY; TERM

       

      Section
        2.1 Lease
        of Property.
        Landlord is the fee simple owner of the Property.
        Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
        subject
        to and with the benefit of the terms, covenants, conditions and provisions
        of
        this Lease, the Property, together with all appurtenant rights and
        easements.

       

      Section
        2.2 Term.
        The
        term of this Lease (the “Lease Term”) shall begin (the “Lease Term Commencement
        Date”) on September 26, 2008. The Lease Term shall end on the Expiration Date
        set forth in Section 1.1.7
        hereof,
        unless extended or sooner terminated, as hereinafter provided. Provided no
        Event
        of Default has occurred and is continuing at the time of exercise, at the
        option
        of Tenant exercised by Tenant delivering written notice to Landlord at
        least
        nine (9)
        months prior to what otherwise would be the last day of the Lease Term, the
        Lease Term shall be extended to and shall include the next February
        28th
        if the
        last day of the Lease Term would otherwise occur between the dates of August
        1
        and February 27. In the event Tenant elects to extend the Lease Term to February
        28 as permitted by this Section, it shall be deemed to have waived any
        additional extension options, if any, that Tenant may have at that
        time.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Section
        2.3 Extension
        Options.
        Provided
        no Event of Default has occurred and is continuing at the time of exercise,
        Tenant shall have the number of successive five (5) year options of extension
        as
        set forth in Section 1.1.9
        (each of
        which periods is referred to herein as an “Extended Term”), provided written
        notice of the election of such options shall be sent to Landlord not less
        than
        nine (9) months prior to the expiration of the then expiring term (Initial
        Term
        or Extended Term, as applicable). Notwithstanding the foregoing, if Tenant
        does
        not exercise any option of extension in the time period or in the manner
        provided in this Section, such option of extension shall nevertheless continue
        in full force and effect, shall not lapse and may be exercised by Tenant
        until
        fifteen (15) days after Tenant has received written notice from Landlord
        that
        such deadline has passed and that Landlord has not received such notice.
        If said
        options are duly exercised, the Lease Term shall be automatically extended
        for
        the period of the next ensuing option, without the requirement of any further
        instrument, upon all of the same terms, provisions and conditions set forth
        in
        this Lease, except that Fixed Rent during the option periods shall be as
        set
        forth in Section 1.1.8.

       

      Section
        2.4 Net
        Lease.
        The
        Fixed Rent reserved herein shall be net to the Landlord so that this Lease
        shall
        yield net to the Landlord the Fixed Rent specified, and all costs, expense
        and
        obligations pertaining to the Property (including, without limitation, any
        rent
        tax or tax on rental income), shall, except as provided otherwise in this
        Lease,
        be the obligation of and paid by the Tenant

       

      Section
        2.5 Property
        Name.
        The
        name of the Property shall be as set forth in Section 1.1.11.
        Landlord shall not have the right to change the name or address of the Property
        without the prior written consent of Tenant, which consent shall not be
        unreasonably withheld, conditioned or delayed. 

       

      Section
        2.6 Landlord’s
        Work.
        Tenant
        acknowledges and agrees that the Premises are existing and that it shall
        lease
        the Premises in their “as is, where is” condition. Accordingly, there is no
“Landlord’s Work” required in connection with the delivery of the Premises to
        Tenant.

       

      Section
        2.7 Tenant's
        Work.

       

      (a) Tenant
        shall be solely responsible for the construction, at its cost, of any
        improvements to the Property that it elects to make during the Term (“Tenant’s
        Work”). Tenant shall have the right to complete Tenant’s Work without the prior
        consent of Landlord provided that (i) no Event of Default has occurred and
        is
        then continuing, (ii) Tenant constructs the Tenant’s Work in accordance with the
        Site Plan, the Permitted Exceptions and all applicable governmental approvals
        and permits, (iii) the Tenant’s Work does not involve any structural alteration
        of the existing Premises, and (iv) except in case of the emergency, Tenant
        delivers written notice of the planned Tenant’s Work at least thirty (30) days
        prior to commencing the Tenant’s Work including with such notice a copy of any
        and all relevant plans, specifications and working drawings.

       

      (b) In
        the
        event Tenant performs any Tenant’s Work hereunder, Landlord shall cooperate with
        Tenant and assist Tenant in Tenant’s efforts to obtain Tenant’s Building Permits
        (including signing any applications) and an unconditional permanent certificate
        of occupancy, or the local equivalent thereof (the “Certificate of Occupancy”),
        provided Tenant reimburses Landlord for the reasonable out-of-pocket costs
        and
        expenses incurred by Landlord in connection with such cooperation, and provided,
        further, any applications or other documents to be signed by Landlord are
        in
        form and substances reasonably acceptable to Landlord.

       

      (c) So
        long
        as Tenant makes payments of Fixed Rent and Additional Charges required under
        this Lease the failure to perform or complete any Tenant’s Work within any
        specified period of time shall not be deemed an Event of Default hereunder.
        Notwithstanding the foregoing, any Tenant’s Work undertaken by Tenant shall be
        diligently pursued to completion by Tenant, and in any event shall be completed
        before the expiration of the Lease Term.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (d) Tenant
        shall indemnify, protect, defend and hold Landlord and its agents, contractors,
        and employees harmless from and against all damages, suits, losses, costs,
        expenses, claims, and causes of action relating to any liens for labor and
        materials for any work on the Property undertaken by or for Tenant. Tenant
        shall, at its own expense, defend all actions brought against Landlord, its
        contractors, agents or employees, for which Tenant is or may be responsible
        for
        indemnification hereunder, with legal counsel reasonably acceptable to Landlord
        and if Tenant fails to do so, Landlord (at its option, but without being
        obligated to do so) may, at the expense of Tenant and upon notice to Tenant,
        defend such actions, and Tenant shall pay and discharge any and all judgments
        that arise therefrom. This Section shall survive the expiration or earlier
        termination of this Lease.

       

      ARTICLE
        3

      RENT

       

      Section
        3.1 Fixed
        Rent.
        Commencing on the Delivery Date (the “Rent Commencement Date”), Fixed Rent shall
        be payable in advance, in equal monthly installments, on or before the first
        (1st)
        day of
        each calendar month included in the Lease Term; and, for any portion of a
        calendar month included at the beginning or end of the Lease Term, one-thirtieth
        (1/30th)
        of such
        a monthly installment for each day of such portion, payable on the first
        (1st)
        day of
        the month at the beginning (or end as the case may be) of the Lease Term.
        At
        Tenant’s election, Fixed Rent, Additional Charges and any other sums due
        hereunder may be paid by Tenant to Landlord by electronic wire or funds transfer
        or by other means of payment generally accepted and customarily used by Tenant.
        The Fixed Rent provided for in this Lease is acknowledged by the parties
        to be
        sufficient consideration for the leasehold estate granted hereby.

       

      Section
        3.2 Real
        Estate Taxes.

       

      (a) The
        Property constitutes a separate tax parcel for purposes of real property
        taxes.
        Commencing on the Rent Commencement Date, Tenant shall be solely responsible
        for
        payment of Taxes (as defined below) accruing during the Lease Term solely
        with
        respect to the land and improvements comprising the Property. 

       

      (b) The
        term
“Taxes” shall mean and include all general ad valorem real estate taxes (both
        real and personal), assessments (both general and special) and other
        governmental impositions, including (i) any form of tax or assessment, license
        fee, license tax, excise or tax on rent which may be imposed in lieu of (but
        not
        in addition to) ad valorem real estate taxes, and (ii) any levy, charge,
        expense
        or imposition (individually and collectively, "Impositions") imposed by any
        Federal, state, county or city authority having jurisdiction, or any political
        subdivision thereof, or any school, agricultural, lighting, drainage or other
        improvement or special assessment district (individually and collectively,
        "Governmental Agencies"), upon any interest of Landlord or Tenant (including
        any
        legal or equitable interest of Landlord or its mortgagee, if any) in the
        Property, including but not limited to: (A) any Impositions (whether or not
        such
        Impositions constitute tax receipts to Governmental Agencies) in substitution,
        partially or totally, of any Impositions now or previously included within
        the
        definition of real estate taxes including those imposed or required by
        Governmental Agencies to increase tax increments to Governmental Agencies,
        and
        for services such as fire protection, street, sidewalk and road maintenance,
        refuse removal or other governmental services formerly provided without charge
        to Premises owners or occupants; (B) any Impositions allocable to or measured
        by
        the area of the Property or the sales generated from the Property, and (C)
        any
        Impositions upon this Lease transaction or any document to which Tenant is
        a
        party creating or transferring an interest or an estate in the Property.
        Landlord shall provide to Tenant a copy of each tax bill received with respect
        to the Property and Tenant shall pay directly, prior to delinquency, all
        Taxes
        levied or assessed against the Property. Nothing contained in this Lease
        shall
        require Tenant to pay any estate, inheritance, succession, capital levy,
        corporate franchise, taxes on rentals, transfer or income tax of Landlord,
        nor
        shall Tenant be liable for any real estate tax attributable to a revaluation
        of
        the tax parcel arising out of a sale or other change in the ownership thereof
        or
        of any interest therein. If any assessment may be paid in installments, only
        the
        installment coming due during the term hereof shall be included within Taxes
        when due (assuming Landlord had paid the assessment over the longest installment
        period permitted). 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (c) Any
        rebates, refunds or abatements of Taxes received by Landlord with respect
        to the
        Property subsequent to payment of the Taxes by Tenant shall be refunded to
        Tenant within ten (10) days of receipt thereof by Landlord.

       

      (d) In
        the
        event Tenant’s tangible net worth is less than Five Hundred Million Dollars
        ($500,000,000.00), Landlord may, by written notice to Tenant, require Tenant
        to
        pay the Taxes directly to Landlord in advance, in twelve equal monthly
        installments on the first calendar day of each month commencing after delivery
        of Landlord’s notice, with a final payment from Tenant or credit from Landlord
        due within thirty (30) days following receipt by Tenant of a billing therefor
        from Landlord containing the calculation for the actual Taxes and evidence
        (e.g., the tax bill from the taxing authority) of the amount of the Taxes
        due
        and payable for the applicable year. In the event Landlord collects the Taxes
        from Tenant as provided in this Section 3.2(d), Landlord shall be solely
        responsible for the timely payment of the Taxes due with respect to the Property
        to the taxing authority.

       

      Section
        3.3 Sales
        Tax. With each installment of Fixed Rent or Additional Charges paid by
        Tenant to Landlord hereunder, Tenant shall pay to Landlord all sales taxes
        due
        thereon.

       

      ARTICLE
        4

      MAINTENANCE

       

      Section
        4.1 Maintenance.
        Tenant
        shall be solely responsible for maintaining, at its sole cost, the Property.
        The
        Property shall be operated, repaired, replaced and maintained for their intended
        purposes in compliance with all laws and in such manner as is consistent
        with
        the operation and maintenance of a first-class or well maintained retail
        store
        center similar in nature to and within the same metropolitan area as the
        Property.
        Tenant
        shall be solely responsible for performing any obligations required to comply
        with the terms of the REA, including without limitation any contributions
        to
        shared expenses pursuant to the REA. 

       

      ARTICLE
        5

      UTILITIES
        AND SERVICES

       

      Section
        5.1 Utilities
        in General.
        Tenant
        acknowledges that, as of the Delivery Date, the utilities required to operate
        the Premises for the Permitted Use are existing and adequate. Tenant or the
        applicable utility authority shall be solely responsible for the performance
        of
        any and all repairs to all utility lines (or to cause the utility company
        to do
        the same), pipes and other facilities leading to the Property. Tenant shall
        select and pay the utility companies directly for all charges incurred for
        the
        use and connection of utility services to the Property including, without
        limitation, sanitary sewer, storm sewer, water, gas, electric, telephone
        and
        other utilities consumed by Tenant on the Property. 

       

      Section
        5.2 Additional
        Utilities.
        Tenant
        shall have the right throughout the Lease Term, with the consent of Landlord
        (such consent not to be unreasonably withheld, conditioned or delayed), to
        install, replace, maintain and use such additional utility lines, conduits
        and
        facilities on the Property as Tenant may deem necessary. In the event any
        such
        utilities at the Property must be installed through, over or under the Property,
        Landlord hereby agrees to grant the utility companies (public or private)
        providing said utility lines, facilities and/or service to the Property,
        perpetual, non-exclusive rights and easements to install, replace, relocate,
        repair, operate and maintain lines, pipes, wires, conduits and other facilities
        (together with the right of ingress and egress and other rights appurtenant
        thereto), on, under, across and within the Property, as may from time to
        time be
        necessary or desirable to supply the Property with adequate utility
        service.

       

      ARTICLE
        6

      LANDLORD'S
        AFFIRMATIVE AND NEGATIVE COVENANTS

       

      Section
        6.1 Affirmative
        Covenants.
        Landlord covenants and agrees throughout the Term of this Lease, as
        follows:


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      6.1.1 To
        permit
        Tenant to lawfully, peaceably and quietly have, hold, occupy and enjoy the
        Property for the Permitted Use and any appurtenant rights granted to Tenant
        under this Lease during the Lease Term without hindrance or ejection by Landlord
        or the successors or assigns of Landlord or anyone acting by, through or
        under
        Landlord (including without limitation any mortgagee of Landlord).

       

      6.1.2 To
        indemnify, protect, defend and hold Tenant and its agents and employees harmless
        from and against all damages, suits, loss, costs, expenses, claims, causes
        of
        action, liabilities, and injuries, including without limitation reasonable
        attorney's, consultant's and expert's fees and costs and litigation expenses
        relating or resulting from personal injuries, bodily injuries (including
        death)
        and from injury or destruction to tangible property (i) occurring on the
        Property as a result of the acts or omissions of Landlord, its contractors,
        agents or employees, or (ii) occurring as a result of a breach by Landlord
        of
        any of its obligations hereunder; provided, however, such indemnification
        shall
        not extend to any suit, claim, or damage to the extent caused by the willful
        misconduct or gross negligence of Tenant, its directors, officers, agents
        and
        employees. Landlord shall, at its own expense, defend all actions brought
        against Tenant, its agents or employees, for which Landlord is or may be
        responsible for indemnification hereunder, with legal counsel reasonably
        acceptable to Tenant and if Landlord fails to do so, Tenant (at its option,
        but
        without being obligated to do so) may, at the expense of Landlord and upon
        notice to Landlord, defend such actions, and Landlord shall pay and discharge
        any and all judgments that arise therefrom. The provisions of this Section
        6.1.2
        shall
        survive the expiration or earlier termination of this Lease.

       

      6.1.3 To
        indemnify, protect, defend and hold Tenant and its agents, contractors and
        employees harmless from and against all damages, suits, losses, costs, expenses,
        claims, and causes of action relating to any liens for labor and materials
        for
        any work on the Property undertaken by or for Landlord. Landlord shall, at
        its
        own expense, defend all actions brought against Tenant, its contractors,
        agents
        or employees, for which Landlord is or may be responsible for indemnification
        hereunder, with legal counsel reasonably acceptable to Tenant and if Landlord
        fails to do so, Tenant (at its option, but without being obligated to do
        so)
        may, at the expense of Landlord and upon notice to Landlord, defend such
        actions, and Landlord shall pay and discharge any and all judgments that
        arise
        therefrom. This Section shall survive the expiration or earlier termination
        of
        this Lease.

       

      6.1.4 (a)
         To
        defend
        and indemnify Tenant, and hold Tenant harmless, from and against any and
        all
        claims, demands, causes of action, suits, damages, liabilities and expenses
        (including reasonable attorneys' fees and litigation expenses) of any nature
        whatsoever arising out of or in connection with a breach of the REA by Landlord
        (except for breaches caused solely by Tenant’s failure to perform its
        obligations under Section 8.2.7(a) hereof);

       

      (b)
        On
        notice from Tenant, to enforce the provisions of the REA against all parties
        and
        other persons that are subject thereto (which enforcement may be satisfied
        by
        Landlord’s assignment of its enforcement rights with respect to any particular
        matter, to Tenant). In the event that Landlord fails to make a diligent effort
        to enforce the REA as provided in this subparagraph, Tenant shall have the
        right, after fifteen (15) days notice to Landlord requesting enforcement
        of the
        REA, to enforce the REA on Landlord's behalf. Any costs incurred in the
        enforcement of the REA, together with interest at the Interest Rate, will
        be
        payable by Tenant to Landlord as Additional Charges within ten (10) days
        of
        Landlord’s demand therefor; and

       

      (c)
        To
        provide Tenant copies of all notices (including, without limitation, default
        notices) received by it or which are sent by it (concurrently with the sending
        thereof) in connection with the REA.

       

      Section
        6.2 Negative
        Covenants.
        Landlord covenants and agrees throughout the Term of this Lease, as
        follows:

       

      6.2.1 Except
        as
        expressly set forth herein and except in the case of emergency, not to enter
        the
        Property or conduct work therein without the prior written consent of
        Tenant.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      6.2.2 Except
        as
        expressly authorized by Tenant, not to permit any encumbrance to Landlord’s
        title to the Property to exist other than the Permitted Exceptions or in
        connection with a financing of the Property by Landlord.

       

      6.2.3 Whenever,
        pursuant to the REA, consent shall be required by or requested from Landlord,
        or
        an election made by Landlord, not to grant such consent or make such election
        without the prior consent of Tenant (which shall not be unreasonably
        withheld).

       

      6.2.4 Not
        to
        materially amend, modify or terminate the REA without the prior consent of
        Tenant (which shall not be unreasonably withheld).

       

      ARTICLE
        7

      LANDLORD'S
        REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS

       

      Section
        7.1 Landlord's
        Representations, Warranties and Additional Covenants.
        Landlord, in order to induce Tenant to enter into this Lease, hereby represents,
        warrants and covenants:

       

      7.1.1 That
        Landlord is duly organized and validly existing, is authorized to transact
        business in the state in which the Property is located and has full power
        and
        authority to enter into this Lease, without the consent, joinder or approval
        of
        any other person or entity, including, without limitation, any
        mortgagee(s).

       

      7.1.2 That
        Landlord is not a party to any agreement or litigation which could adversely
        affect the ability of Landlord to perform its obligations under this Lease
        or
        which would constitute a default on the part of Landlord under this Lease,
        or
        otherwise adversely affect Tenant's rights or entitlements under this
        Lease.

       

      7.1.3 Landlord
        is the sole fee simple owner of the Property and has good and marketable
        title
        thereto, subject only to the Permitted Exceptions.

       

      7.1.4 That
        any
        construction activities being conducted by, through or under Landlord on
        or
        around the Property shall be performed in a manner having as little adverse
        effect as possible (under the circumstances) on Tenant's operations in the
        Premises, and in no event shall any portion of the Property be used for the
        staging of trucks or equipment or the storage of materials, nor shall access
        to
        the Property be adversely affected. Landlord shall notify Tenant in writing
        at
        least ten (10) days prior to the commencement of any reconstruction, repairing
        or repaving of the Property and/or any restriction or closure of any access
        roads or entrances to the Property in respect of any construction activities
        being conducted by, through or under Landlord. If such reconstruction,
        repairing, repaving, restriction, and/or closure substantially impedes or
        interferes with normal access to the Property in a manner which interferes
        with
        Tenant’s business therein, and such condition continues in excess of two (2)
        business days after notice to Landlord from Tenant, then until such work
        no
        longer substantially impedes or interferes with normal access to the Premises,
        Fixed Rent shall be equitably abated during the period subsequent to such
        two
        (2) day period until such condition ceases. Except in the event of an emergency,
        in no event shall such reconstruction, repaving or repairing activities occur
        during the period from August 1, through September 15 or November 20 through
        January 7 of any calendar year

       

      ARTICLE
        8

      TENANT'S
        REPRESENTATIONS, WARRANTIES AND COVENANTS

       

      Section
        8.1 Tenant’s
        Representations and Warranties.
        

       

      8.1.1 That
        Tenant is duly organized and validly existing, is authorized to transact
        business in the state in which the Property is located and has full power
        and
        authority to enter into this Lease, without the consent, joinder or approval
        of
        any other person or entity, including, without limitation, any
        mortgagee(s).


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      8.1.2 That
        Tenant is not a party to any agreement or litigation which could adversely
        affect the ability of Tenant to perform its obligations under this Lease
        or
        which would constitute a default on the part of Tenant under this Lease,
        or
        otherwise adversely affect Landlord's rights or entitlements under this
        Lease.

       

      8.1.3 Except
        as
        disclosed in that certain Environmental Site Assessment dated _______ prepared
        by _______________ (the “Environmental Report”), (i) no Hazardous Substances
        have been installed, used, generated, manufactured, treated, handled, refined,
        produced, processed, stored or disposed of, or otherwise present in, on or
        under
        the Property by Tenant or, to Tenant’s knowledge, by any third party, except in
        such amounts and of such types as are permitted by the Environmental Laws
        for
        the operation of Tenant’s business; (ii) no activity has been undertaken with
        respect to the Property by Tenant or, to Tenant’s knowledge, any third party
        which would cause a violation or support a claim under Environmental Laws,
        (iii)
        no investigation, administrative order, litigation or settlement with respect
        to
        any Hazardous Substances is in existence with respect to the Property, nor,
        to
        Tenant’s knowledge, is any of the foregoing threatened, (iv) no written notice
        has been received by Tenant from any entity, governmental body or individual
        claiming any violation of any Environmental Law, or requiring compliance
        with
        any Environmental Law, or demanding payment or contribution for environmental
        damage or injury to natural resources; and (v) Tenant has not obtained and,
        to
        Tenant’s knowledge, is not required to obtain, and Tenant has no knowledge of
        any reason Landlord will be required to obtain, any permits, licenses, or
        similar authorizations to occupy, operate or use the Improvements or any
        part of
        the Property by reason of any Environmental Law. 

       

      8.1.4 That
        a
        certificate of occupancy has been issued for the Property and remains in
        effect,
        unless a certificate of occupancy is not required by law. [INCLUDED
        FOR PALO ALTO, EL PASO AND CHICAGO ONLY]

       

      Section
        8.2 Covenants.
        Tenant
        covenants and agrees throughout the Term of this Lease, as follows:

       

      8.2.1 To
        maintain and keep the Property in a good condition and state of repair,
        including all equipment, facilities and fixtures therein, and to return the
        Property to the Landlord upon the expiration or prior termination of the
        Lease
        Term in the same or better state of repair and condition as existed on the
        Delivery Date, subject to normal wear and tear, alterations and additions
        permitted hereunder and/or Approved Subleases to the extent permitted hereunder.
        This provision shall expressly survive the expiration or prior termination
        of
        this Lease.

       

      8.2.2 To
        cause
        the Property to be free of liens for labor and materials for any work on
        the
        Property undertaken by Tenant and to indemnify, protect, defend and hold
        Landlord harmless from and against all damages, suits, losses, costs, expenses,
        claims, and causes of action relating to any liens for labor and materials
        for
        any work in the Property undertaken by Tenant.

       

      8.2.3 To
        save
        Landlord harmless and indemnified from all injury, loss, claims or damage
        to any
        person or property while on the Property after the Delivery Date, unless
        caused
        by the gross negligence or willful misconduct of Landlord, its agents and
        employees; and, subject to Section 12 hereof, to save Landlord harmless and
        indemnified from all injury, loss, claims or damage to any person or property
        occasioned by any negligent act or omission of Tenant, its agents, employees
        or
        contractors; and to save Landlord harmless and indemnified, from and against
        any
        and all claims, demands, causes of action, suits, damages, liabilities and
        expenses (including reasonable attorneys' fees and litigation expenses) arising
        as a result of Tenant’s failure to have a certificate of occupancy for the
        Property, unless a certificate of occupancy is not required by law or the
        failure to have a certificate of occupancy does not have a material and adverse
        effect on Tenant’s ability to operate the Premises for the Permitted Use.
[DELETE
        LAST PHRASE FOR ALL BUT PALO ALTO, EL PASO AND
        CHICAGO]


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      8.2.4 To
        maintain, with responsible companies qualified to do business in the state
        in
        which the Property is located, (i) general or commercial public liability
        insurance covering the Property, naming Landlord as an additional insured,
        with
        limits at least equal to those set forth in Section 1.1.14
        and
        commercially reasonable deductibles, (ii) casualty insurance insuring the
        full
        replacement value of the Premises with a commercially reasonable deductible
        and
        (iii) workers' compensation insurance (with the limits required by applicable
        law) covering all of Tenant's employees working in the Premises, and to deposit
        with Landlord certificates for such insurance bearing the endorsement that
        the
        policies will not be canceled or reduced in scope of coverage or amount of
        coverage until thirty (30) days after written notice to Landlord, which policies
        will, in any event, be reasonably satisfactory to any mortgagee of Landlord.
        Tenant agrees to name Landlord and its mortgagee, if any, as additional insureds
        on the policies required to be maintained by Tenant hereunder. Tenant may
        maintain the general or commercial public liability insurance referred to
        in (i)
        above on a blanket basis and/or may self-insure the general or commercial
        public
        liability insurance referred to in (i) above so long as Tenant's net worth
        (or
        that of its parent company to the extent such parent shall guarantee the
        Tenant's obligations under this Lease) is in excess of One Hundred Million
        Dollars ($100,000,000.00), as increased by the percentage increase in the
        National Consumer Price Index (CPI) (all items 1982-84 equals 100) as published
        by the Bureau of Labor Statistics of the U.S. Department of Labor, as evidenced
        by annual financial statements provided to Landlord by Tenant's accountants
        or
        by reports published in accordance with the Securities Exchange Commission's
        reporting requirements for publicly traded companies, as computed in accordance
        with generally-accepted accounting principles. Notwithstanding the foregoing,
        in
        the event an Institutional Mortgagee objects to Tenant maintaining any of
        the
        foregoing coverages through self-insurance, Tenant and such Institutional
        Mortgagee shall negotiate in good faith to satisfy the concerns of the
        Institutional Mortgagee and cause such Institutional Mortgagee to accept
        Tenant’s program of insurance (including obtaining the insurance coverages
        required above in lieu of self-insurance if required by such Institutional
        Mortgagee). 

       

      8.2.5 Tenant
        shall, as its own cost and expense, obtain any and all licenses and permits
        necessary for any Permitted Use. Tenant shall comply with all governmental
        laws,
        ordinances and regulations applicable to the use of the premises including
        without limitation The Americans with Disabilities Act, all requirements
        of the
        Occupational Safety and Health Administration, and Environmental Law as defined
        herein, and shall promptly comply with all governmental orders and directives
        for the correction, prevention and abatement of nuisances in or upon, or
        connected with, the premises, all at Tenant’s sole expense. Tenant shall not
        permit any objectionable or unpleasant odors, smoke, dust, gas noise or
        vibrations to emanate from the premises, nor take any other action which
        would
        constitute a nuisance. Tenant shall not receive, store or otherwise handle
        any
        product, material or merchandise which is explosive or highly inflammable
        (other
        than Permitted Materials handled in compliance with Environmental Law), without
        Landlord’s prior written consent. Tenant will not permit the Premises to be used
        for any purpose or in any manner (including without limitation any method
        of
        storage) which would render the insurance thereon void.

       

      8.2.6 (a)
        As
        used in this lease, “Environmental Law” shall mean all federal, state and local
        laws, statutes, ordinances, regulations, rules, judicial and administrative
        orders and decrees, permits, licenses, approvals, authorizations and similar
        requirements of all federal, state and local governmental agencies or other
        governmental authorities pertaining to the protection of human health and
        safety
        or the environment, now existing or later adopted during the term of this
        lease.
        As used in this lease, “Permitted Materials” shall mean the materials handled by
        Tenant in the ordinary course of conducting Permitted Uses.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (b) Tenant
        hereby agrees that: (a) Tenant shall not conduct, or permit to be conducted,
        on
        the Premises any activity which is not a Permitted Use; (b) Tenant shall
        not
        use, store or otherwise handle, or permit any use, storage or other handling
        of,
        any Hazardous Substance which is not a Permitted Material on or about the
        Premises; (c) Tenant shall obtain and maintain in effect all permits and
        licenses required pursuant to any Environmental Law for Tenant’s activities on
        the Premises, and Tenant shall at all times comply with all applicable
        Environmental Laws; (d) Tenant shall not engage in the storage, treatment
        or
        disposal on or about the Premises of any Hazardous Substance except for any
        temporary accumulation of waste generated in the course of Permitted Use;
        (e)
        Tenant shall not install any aboveground or underground storage tank or any
        subsurface lines for the storage or transfer of any Hazardous Substance,
        except
        for the lawful discharge of waste to the sanitary sewer, and Tenant shall
        store
        all Hazardous Substances in a manner that protects the Premises and the
        environment from accidental spills and releases; (f) Tenant shall not cause
        or
        permit to occur any release of any Hazardous Substance other than Permitted
        Materials, or any condition of pollution or nuisance on or about the Premises
        in
        violation of Environmental Law, whether affecting surface water or groundwater,
        air, the land or the subsurface environment; (g) Tenant shall promptly remove
        from the Premises any Hazardous Substance introduced, or permitted to be
        introduced, onto the premises by Tenant which is not a Permitted Material
        and,
        on or before the date Tenant ceases to occupy the Premises, Tenant shall
        remove
        from the Premises all Hazardous Substances and all Permitted Materials handled
        by or permitted on the Premises by Tenant; (h) if any release of a Hazardous
        Substance to the environment, or any condition of pollution or nuisance,
        occurs
        on or about or beneath the Premises in violation of Environmental Law as
        a
        result of any act or omission of Tenant or its agents, officers, employees,
        contractors, invitees of licensees, Tenant shall, at Tenant’s sole cost and
        expense, promptly undertake all remedial measures required to clean up and
        abate
        or otherwise respond to the release, pollution or nuisance in accordance
        with
        all applicable Environmental Laws. Landlord and Landlord’s representatives shall
        have the right, but not the obligation, to enter the Premises at any reasonable
        time for the purpose of inspecting the storage, use and handling of any
        Hazardous Substance on the Premises in order to determine Tenant’s compliance
        with the requirements of this lease and applicable Environmental Law. If
        Landlord gives written notice to Tenant that Tenant’s use, storage or handling
        of any Hazardous Substance may not comply with this lease or applicable
        Environmental Law, Tenant shall correct any such violation within five (5)
        days
        after Tenant’s receipt of such notice from Landlord. Tenant shall indemnify and
        defend Landlord against and hold Landlord harmless from all claims, demands,
        actions, judgments, liabilities, costs, expenses, losses, damages, penalties,
        fines and obligations of any nature (including, reasonable attorneys’ fees and
        disbursements incurred in the investigation, defense or settlement of claims)
        that Landlord may incur as a result of, or in connection with, claims arising
        from the presence, use, storage, transportation, treatment, disposal, release
        or
        other handling, on or about or beneath the Premises, or any Hazardous Substance
        introduced or permitted on or about or beneath the Premises by any act or
        omission of Tenant or its agents, officers, employees, contractors, invitees
        or
        licensees. The liability of Tenant under this Section 8.2.6(b) shall survive
        the
        termination of this lease with respect to acts or omissions that occur before
        such termination.

       

      8.2.7 (a)
         To
        comply
        with, carry out and perform, at its sole cost and expense, all of the terms,
        covenants and conditions of the REA on Landlord's part to be performed (except
        to the extent of consents required to be given or denied by Landlord under
        the
        REA, which consent rights will be retained by Landlord subject to Section
        6.2.3
        above);

       

      (b)
        To
        defend and indemnify Landlord, and hold Landlord harmless, from and against
        any
        and all claims, demands, causes of action, suits, damages, liabilities and
        expenses (including reasonable attorneys' fees and litigation expenses) of
        any
        nature whatsoever arising out of or in connection with a breach of the REA
        by as
        a result of a breach of Tenant’s obligations hereunder, or any covenant, term,
        condition or provision of the REA; and

       

      (c)
        To
        provide Landlord copies of all notices (including, without limitation, default
        notices) received by it or which are sent by it (concurrently with the sending
        thereof) in connection with the REA.

       

      ARTICLE
        9

      ASSIGNMENT
        AND SUBLETTING

       

      Section
        9.1 Rights
        and Conditions.
        Except
        as permitted below, Tenant shall not assign, transfer, or sublet this Lease
        or
        any interest therein, nor sublet the whole or any part of the Premises without
        the prior written consent of Landlord, it being provided that Landlord shall
        not
        unreasonably withhold, condition, or delay such consent; provided however,
        any
        such consent shall be conditioned upon the following conditions:

       

      (a) no
        Event
        of Default (as hereinafter defined) has occurred and is continuing at the
        time
        of the request for consent to the assignment or sublease;


      
        
          
          

        

        
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      (b) the
        assignee or subtenant shall assume in writing the performance of all of the
        terms, provisions and covenants of this Lease on the part of Tenant to be
        kept
        and performed;

       

      (c) Tenant
        shall deliver to Landlord within fifteen (15) days (or as soon thereafter
        as is
        reasonably practicable) after the assignment or subletting an executed duplicate
        of such agreement, together with a duly executed assumption
        agreement;

       

      (d) that
        the
        initial Tenant and any assignee(s) of Tenant (including subsequent assignees)
        shall remain liable for the full performance of all of Tenant's obligations
        hereunder during the entire Lease Term (however, no Tenant shall be liable
        for
        any change, modification or amendment made to this Lease by any assignee to the
        extent any such change, modification or amendment increases the liability
        of the
“Tenant” under this Lease, which shall include, without limitation, granting
        additional renewal options that were not initially set forth in this Lease),
        and
        provided in the event of an assignment, if the net worth of Tenant's proposed
        assignee (or a guarantor thereof) exceeds Tenant’s tangible net worth as of the
        date hereof, increased by the percentage increase in the National Consumer
        Price
        Index (CPI) (all items 1982-84 equals 100) as published by the Bureau of
        Labor
        Statistics of the U.S. Department of Labor as of the date of such assignment,
        the initial Tenant and all assignors shall be released of any and all further
        liability under this Lease; and

       

      (e) that
        any
        sublease shall be subject and subordinate to this Lease, and the subtenant
        shall
        comply with all terms and conditions of this Lease (excepting the rental
        provisions contained herein), including without limitation all restrictions
        upon
        the use of the Property contained herein.

       

      (d) Notwithstanding
        the foregoing, Tenant shall have the right, without Landlord’s consent, to
        assign this Lease or sublet the leased premises or any part thereof for the
        Permitted Use: (i) to any corporation or other business entity into which
        or
        with which Tenant merges or consolidates, (ii) to any parent of Tenant,
        subsidiary of Tenant, affiliate of Tenant or other entity under common control
        with Tenant or Tenant’s parent company, (iii) to any entity which is created or
        is the surviving entity in the event of a reorganization or merger, (iv)
        to any
        entity that purchases or succeeds to all or substantially all of the assets
        of
        Tenant or Tenant’s parent; or to extend licenses to use non-demised portions of
        the Premises to service providers operating a Permitted Use. In the event
        of an
        assignment the assignee shall deliver to Landlord a copy of its merger or
        other
        certificate documenting any assignment by operation of law or, if not an
        assignment by operation of law, shall deliver to Landlord a copy of an
        assignment and assumption agreement whereby such assignee agrees to assume
        and
        perform all of the terms and conditions of this Lease on Tenant’s part from and
        after the effective date of such assignment. No assignment or sublease under
        this Section 9.1(d) shall relieve Tenant of liability under this
        Lease.

       

      Section
        9.2 Non-Disturbance.
        Upon
        request of Tenant, but only during the Initial Term of the Lease, provided
        that
        there is no uncured or unwaived Event of Default by Tenant, Landlord shall
        execute and deliver to a sublessee under an “Approved Sublease” (as defined
        below) an agreement to the effect that notwithstanding the termination of
        this
        Lease by Landlord, the rights of the sublessee thereunder shall not be disturbed
        by Landlord but shall continue in full force and effect so long as such
        sublessee shall continue to observe and perform all of its obligations under
        such sublease. A permitted sublease shall be considered an “Approved Sublease”
if the sublease satisfies all of the following criteria: (i) it obligates
        the
        sublessee(s) to pay rent in an amount not less than a proportionate share
        of
        Fixed Rent payable under this Lease as well as a proportionate share of taxes,
        utilities and all other charges payable by Tenant, (ii) the subtenant is
        located
        within separately demised premises which are served by separately metered
        utility
        services, (iii) the premises leased pursuant to the sublease comprise greater
        than 5,000 square feet of gross leasable area, (iv) Landlord has approved
        the
        configuration of the demising wall(s) that have been or will be constructed
        by
        Tenant to create the subleased premises, (v) the tenant under the sublease
        is a
        retailer operating at least 50 stores that has a tangible net worth of at
        least
        $50,000,000 immediately prior to such assignment. Any such Non-Disturbance
        Agreement will expressly provide that in no event shall Landlord be responsible
        to sublessee or any other party for any matters to be performed by the sublessor
        under the sublease.


      
        
          
          

        

        
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      ARTICLE
        10

      DAMAGE
        AND DESTRUCTION; CONDEMNATION

       

      Section
        10.1 Fire
        or Other Casualty.

       

      10.1.1 If
        during
        the Lease Term, any or all of the Premises shall be damaged or destroyed
        by fire
        or other casualty, Tenant shall promptly deliver written notice thereof to
        Landlord and Tenant shall repair such damage and restore the Premises to
        substantially their condition at the time of such damage or, at Tenant's
        option,
        Tenant shall repair, rebuild and restore the Premises in accordance with
        such
        plans and specifications as are then generally in use by Tenant for the
        construction of one of Tenant's prototypical stores and related structures
        so
        long as the repaired, rebuilt or replaced Premises will have a value not
        less
        than its value immediately prior to said loss, any such repairs or rebuilding
        to
        be subject to the reasonable approval of Landlord.

       

      10.1.2 If
        the
        Premises shall be “substantially damaged” (as defined in Section 10.1.3 below)
        or destroyed by fire or other casualty within the last two (2) years of the
        Lease Term, either Landlord or Tenant shall have the right to terminate this
        Lease, provided that notice thereof is given by one party to the other not
        later
        than thirty (30) days after such damage or destruction. In the event either
        party elects to terminate this Lease as provided above, Tenant shall cause
        all
        insurance proceeds with respect to the improvements on the Premises to be
        paid
        over to Landlord by the insurer, excluding those proceeds attributable to
        Tenant’s fixtures and personal property. In such event, Tenant shall also pay
        over to Landlord, the full amount of any deductible. In the event an extension
        option remains and is exercisable under Section 2.3 as of the date of Landlord’s
        termination notice above, by notice to Landlord not more than fifteen (15)
        days
        thereafter, Tenant may exercise its next extension option, in which event,
        Landlord’s termination notice on the basis of such casualty will be ineffective.
        Any additional notice required from Landlord to Tenant under Section 2.3
        shall
        not be required in the context of the Tenant’s failure to exercise an extension
        option within the foregoing fifteen (15) day period.

       

      10.1.3 The
        term
“substantially damaged” and “substantial damage” as used in this Article, shall
        mean that the Premises have been damaged to the extent that the cost of such
        restoration of the Premises will exceed a sum constituting sixty percent
        (60%)
        of the total replacement cost of the Premises. Any damage that is not deemed
        to
        be “substantial damage” shall be deemed to be “partial damage” or “partially
        damaged.”

       

      Section
        10.2 Eminent
        Domain.

       

      10.2.1 In
        the
        event that all or a part of the Property is taken or condemned for public
        or
        quasi-public use under any statute or by the right of eminent domain or,
        in lieu
        thereof, all or a part of the Property is conveyed to a public or quasi-public
        body under threat of condemnation (any such event, a “Condemnation”), and the
        Condemnation renders the Premises unsuitable in Tenant's reasonable
        determination for Tenant's normal business use, then, at the option of Tenant
        exercised within 30 days after the Condemnation occurs: (i) this Lease shall
        terminate as of the date possession of all or such part of the property is
        taken
        by, or conveyed to, the condemning authority; (ii) all Rent shall be apportioned
        as of the date that possession of all or such part of the Property is taken
        by,
        or conveyed to, the condemning authority; and (iii) all obligations hereunder,
        except those accruing prior to the date of Condemnation, shall cease and
        terminate. 

       

      10.2.2 In
        the
        event that Tenant does not elect to terminate this Lease pursuant to this
        Section 10.2, Fixed Rent and Additional Charges shall be reduced for the
        remainder of the Lease Term in proportion to the area of the Property taken
        by,
        or conveyed to, the condemning authority, and Tenant shall be responsible
        for
        the performance of all work necessary to make the Premises usable by Tenant.
        In
        the event that any Condemnation is temporary in nature, Fixed Rent and
        Additional Charges shall be abated with respect to the portion of the Property
        taken by the condemning authority until such Condemnation
        ceases.


      
        
          
          

        

        
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      10.2.3 Upon
        any
        Condemnation that results in the termination of this Lease, each of Landlord
        and
        Tenant shall be entitled to apply for a separate award based on the respective
        fair market values of Landlord’s interest in the Property (appraised by
        reference to all relevant factors including the income stream derivable by
        Landlord under this Lease and the then present value of Landlord’s reversionary
        interest in the Property after expiration of the Term) and Tenant’s interest in
        the Property (appraised by reference to all relevant factors, including the
        income stream derivable by Tenant from the Property for the remainder of
        the
        Term). 

       

      10.2.4 Upon
        any
        Condemnation that does not result in the termination of this Lease but will
        require restoration work to the Property, then (a) Tenant shall be entitled
        to
        receive an award equal to the costs of any such restoration, repair or
        refurbishment and (b) Landlord and Tenant shall each be entitled to apply
        for an
        award based on their respective interests in the portion of the Property
        that is
        taken as provided in Section 10.2.3. 

       

      ARTICLE
        11

      DEFAULT
        AND REMEDIES

       

      Section
        11.1 Tenant's
        Default.
        Each of
        the following shall be an “Event of Default” under this Lease: (a) if Tenant
        shall fail to make any payment of Fixed Rent or Additional Charges on the
        date
        when due and such failure shall continue for a period of five (5) days after
        Tenant's receipt of written notice of such failure (which notice shall be
        sent
        by Landlord no earlier than two (2) days after such payment was due); (b)
        if
        Tenant shall fail to perform or observe any of Tenant's covenants and if
        such
        failure shall continue for more than fifteen (15) days after Tenant's receipt
        of
        written notice of such failure or such longer time as may be reasonably required
        to cure because of the nature of the default (provided Tenant must have
        undertaken procedures to cure the default within such fifteen (15) day period
        and thereafter diligently pursues such effort to completion); (c) Tenant
        shall
        be adjudged insolvent, make a transfer in fraud of creditors or make an
        assignment for the benefit of creditors; (d) Tenant shall file a petition
        under
        any section or chapter of the United States Bankruptcy Reform Act of 1978,
        as
        amended, or under any similar law or statute of the United States or any
        state
        thereof, or Tenant shall be adjudged bankrupt or insolvent in proceedings
        filed
        against Tenant thereunder; or (e) a receiver or trustee shall be appointed
        for
        all or substantially all of the assets of Tenant and Tenant shall not have
        had
        such appointment discharged within ninety (90) days after Tenant receives
        written notice of such appointment. 

       

      Upon
        the
        occurrence of any Event of Default Landlord lawfully may, immediately or
        at any
        time thereafter, pursuant to summary dispossession or other legal proceedings,
        enter into and upon the Property or any part thereof, repossess the same
        as of
        its former estate, and expel Tenant, and those claiming an interest by, through
        or under Tenant, and remove any personalty left by Tenant (or anyone claiming
        by, through or under Tenant) without being deemed guilty of any manner of
        trespass, and without prejudice to any remedies which might otherwise be
        used
        for arrearages of rent or other breach hereunder, or upon written notice
        to
        Tenant, terminate this Lease. If Landlord elects to repossess the Property
        due
        to an Event of Default as aforesaid, then Tenant shall (a) remain liable
        for all
        rental and other obligations accruing up to the date of such repossession,
        and
        (b) be liable to Landlord for all reasonable costs actually incurred in
        connection with the repossession and re-letting of the Property (including,
        without limitation, reasonable attorneys' and brokerage fees, but not including
        any costs of renovating or retrofitting the Premises), and (c) remain liable
        for
        the payment of all obligations payable hereunder, including without limitation,
        Fixed Rent and Additional Charges specified hereunder, all for the balance
        of
        the unexpired Term of this Lease in effect as of the date of repossession
        by
        Landlord. In the event the Property or any portion thereof is re-let by
        Landlord, Tenant shall be entitled to a credit against its rental obligations
        hereunder in the amount of rents received by Landlord from any such re-letting
        of the Property less any reasonable costs incurred by Landlord (not previously
        reimbursed by Tenant) in connection with the repossession and re-letting
        of the
        Property (including without limitation reasonable attorneys' fees and brokerage
        commissions, but not including any cost of renovating or retrofitting the
        Premises). In the event of termination of Tenant’s right of possession of the
        Property by Landlord as aforesaid, Landlord shall use reasonable efforts
        to
        re-let the Property at a fair market rental or as near thereto as is possible
        under the circumstances then existing so as to minimize the damages suffered
        by
        Landlord and payable by Tenant hereunder. Notwithstanding anything contained
        herein, in no event is Landlord entitled to: (a) accelerate Rent; or (b)
        lock
        out Tenant or forcibly retake possession of the Property without due legal
        process and an appropriate court order.


      
        
          
          

        

        
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      Following
        an Event of Default that results in a termination of this Lease by Landlord,
        Tenant shall be liable for, and shall pay Landlord, an amount equal to (i)
        the
        sum of all amounts due hereunder at the date of termination, plus (ii)
any
        liabilities,
        costs, expenses, losses, damages, penalties, fines and obligations of any
        nature
of
        Landlord resulting from Tenant’s failure to comply with its obligations under
        the Lease prior to the termination of the Lease,
        plus
        (iii) the
        aggregate amount of all obligations payable hereunder, including without
        limitation, Fixed Rent and Additional Charges specified hereunder over the
        unexpired portion of the Lease Term, reduced to present value using a discount
        rate equal to the interest rate of a governmental security having a maturity
        closest to the then current expiration of the Lease Term, less (iv) the
        aggregate fair net rental value of the Premises over the remaining portion
        of
        the Lease Term (taking into account Fixed Rent and Additional Charges) reduced
        to present value, plus (v) Landlord’s costs and expenses incurred in the
        enforcement hereof including reasonable attorneys’ fees actually incurred as
        herein provided; plus (vi) reasonable costs incurred in connection with the
        re-letting of the Property (including, without limitation, reasonable brokerage
        fees, but not including any costs of renovating or retrofitting the Premises);
        plus (vii) reasonable costs of returning the Property to a White Box condition.
        For purposes hereof, “White Box” shall
        mean broom clean with only finished ceilings, lighting, plumbing, heating
        and
        cooling (HVAC), interior walls (painted or unpainted), electrical outlets,
        rest
        rooms, and a concrete floor, all of which shall be functional but shall be
        subject to ordinary wear and tear.

      


      In
        the
        event Tenant disputes the amount of the damages assessed by Landlord hereunder,
        and the Landlord and Tenant are not then parties to litigation in any court
        of
        competent jurisdiction with respect to this Lease or any of the Related Leases,
        each party commits that the parties shall first endeavor to resolve their
        dispute by good faith negotiations between or among the parties. If the parties
        are unable to resolve their dispute, then the matter shall be reviewed by
        a
        senior level executive of each party (in the case of Office Depot, by a Vice
        President of the company, or higher). In the event these senior officers
        are
        unable to resolve the matter, the parties agree to attempt to mediate their
        dispute within thirty (30) days after the dispute initially arose, using
        a third
        party mediator. All mediation proceedings shall be confidential, and no
        information exchanged in such mediation shall be discoverable or admissible
        in
        any litigation involving the parties. In the event the dispute is not resolved
        by mediation within thirty (30) days, then Tenant shall be entitled to pursue
        its claims in a court of competent jurisdiction. 

      


      If
        Tenant
        shall fail to keep or perform any of its obligations as provided in this
        Lease
        then Landlord may (but shall not be obligated so to do) upon the continuance
        of
        such failure on Tenant's part for ten (10) days after notice of such failure
        is
        given Tenant by Landlord (except that such notice need not be given in any
        case
        reasonably deemed by Landlord to constitute an emergency), and without waiving
        or releasing Tenant from any obligation hereunder, as an additional but not
        exclusive remedy, make any such payment or perform any such obligation, and
        all
        sums so paid by Landlord and all necessary incidental costs and expenses
        incurred by Landlord in performing such obligation shall be deemed Additional
        Charges and shall be paid to Landlord on demand, along with interest thereon
        at
        a rate per annum equal to the Interest Rate, and if not so paid by Tenant,
        Landlord shall have the same rights and remedies provided for in this Section
        in
        the case of default by Tenant in the payment of Fixed Rent.

       

      Section
        11.2 Cross-Default
        by Tenant.
        As of
        the date hereof, Landlord (or its affiliates) and Tenant (or its affiliates)
        have entered into leases with respect to, in aggregate, eight (8) parcels
        of
        real property, including the Property, which are identified on Exhibit
        L
        hereto
        (collectively, the “Related Leases”). Tenant acknowledges and agrees that, in
        addition to the Events of Default specified in Section 11.1, the following
        shall
        constitute an Event of Default under this Lease: (a) a monetary Event of
        Default
        under any of the Related Leases, and (b) a non-monetary Event of Default
        arising
        from any of the following: (i) the release of any Hazardous Substance by
        Tenant
        at any property that is the subject of the Related Leases in violation of
        applicable Environmental Law, (ii) fraud or intentional misrepresentation
        by
        Tenant in the performance of its obligations under any of the Related Leases,
        (iii) Tenant’s performance of any alterations to property that is the subject of
        the Related Leases without the prior consent of Landlord, if Landlord’s consent
        is required under the terms of such Related Lease, (iv) Tenant’s assignment or
        sublet of the property that is the subject of the Related Leases without
        the
        prior consent of Landlord, if Landlord’s consent is required under the terms of
        such Related Lease, or (v) Tenant’s failure to perform any single non-monetary
        obligation under any of the Related Leases if the estimated cost of performance
        exceeds $250,000. The cross-default provisions contained herein may be waived
        or
        released from time to time in the sole discretion of the Landlord with respect
        to one or more of the Related Leases as they relate to one or more of the
        other
        Related Leases, which waiver shall become effective upon Landlord’s delivery of
        written notice to Tenant specifying which of the Related Leases shall, after
        the
        date of such notice, be subject to cross-default with this Lease, until
        Landlord’s delivery of any substitute notice.


      
        
          
          

        

        
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      Section
        11.3 Holdover
        by Tenant.
        In
        the
        event Tenant remains in possession of the Property after the expiration of
        this
        Lease, and without the execution of a new lease, Tenant, at the option of
        Landlord, shall be deemed to be occupying the Property as a tenant from month
        to
        month, subject to all the conditions, provisions and obligations of this
        Lease,
        with the exception that Fixed Rent shall be increased to one hundred and
        fifty
        percent (150%) of the Fixed Rent that existed on the month prior to the
        expiration of the Lease Term. 

       

      Section
        11.4 Effect
        of Waivers of Default by Landlord or Tenant.
        No
        failure by either Landlord or Tenant to insist upon the strict performance
        by
        the other of any covenant, agreement, term or condition of this Lease, or
        to
        exercise any right or remedy consequent upon a breach thereof, and no acceptance
        of full or partial payment of rent or other monetary obligation during the
        continuance of any such breach shall constitute a waiver of any such breach
        or
        of such covenant, agreement, term or condition. No consent or waiver, express
        or
        implied, by either Landlord or Tenant to or of any breach by the other of
        any
        covenant, condition or duty under the Lease shall be construed as a consent
        or
        waiver to or of any other breach of the same or any other covenant, condition
        or
        duty, unless in writing signed by the party waiving same.

       

      Section
        11.5 Landlord's
        Default.
        If
        Landlord shall violate, neglect or fail to perform or observe any of the
        representations, covenants, provisions, or conditions contained in this Lease
        or
        the REA on its part to be performed or observed, which default continues
        for a
        period of more than thirty (30) days after receipt of written notice from
        Tenant
        specifying such default, or if such default is of a nature to require more
        than
        thirty (30) days for remedy and continues beyond the time reasonably necessary
        to cure (provided Landlord must have undertaken procedures to cure the default
        within such thirty (30) day period and thereafter diligently pursues such
        efforts to cure to completion), Tenant may, at its option (in addition to
        all
        other rights and remedies specifically set forth in this Lease or available
        to
        Tenant at law or in equity), either terminate this Lease upon written notice
        thereof given to Landlord, or, upon further written notice to Landlord of
        Tenant's intention to exercise its self-help remedies hereunder, and after
        providing Landlord with an additional thirty (30) days cure period thereafter,
        incur any reasonable expense necessary to perform the obligation of Landlord
        specified in such notice and bill Landlord for the costs thereof.
        Notwithstanding the foregoing, if in Tenant's reasonable judgment, an emergency
        shall exist, Tenant may cure such default with only reasonable (under the
        circumstances) notice to Landlord being required. The self-help option given
        in
        this Section is for the sole protection of Tenant, and its existence shall
        not
        release Landlord from its obligation to perform the terms, provisions, covenants
        and conditions herein provided to be performed by Landlord or deprive Tenant
        of
        any legal rights which it may have by reason of any such default by
        Landlord.

       

      Section
        11.6 Breach
        of a Covenant.
        Landlord further agrees that, in the event of a violation or breach of any
        covenant by Landlord contained in this Lease, Landlord will promptly and
        as
        expeditiously as possible, after notice, take any and all steps necessary
        to
        terminate such violation. If Tenant’s ability to conduct its normal business
        operations in the Premises is materially adversely affected due to a breach
        of
        any of the negative covenants set forth in Section 6.2 of this Lease, then,
        without limiting any other right or remedy of Tenant, at law, in equity or
        under
        this Lease, Fixed Rent and Additional Charges shall be abated for the period
        of
        such impairment. If such violation of the negative covenants contained in
        Section 6.2 is not cured within sixty (60) days after Tenant's notice of
        such
        violation, in addition to such other remedies as may be accorded Tenant at
        law,
        in equity or under this Lease, then Tenant may terminate this Lease by
        delivering written notice of termination to Landlord. In the event that Tenant
        elects to terminate this Lease pursuant to this Section 11.5, Landlord shall
        pay
        to Tenant, upon such termination Tenant’s Unamortized Improvements.


      
        
          
          

        

        
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      Section
        11.7 Interest
        on Late Payments.
        All
        payments due under this Lease which are not paid when first due, whether
        from
        Landlord to Tenant or from Tenant to Landlord, which remain unpaid at the
        end of
        the fifteen days (15) days following the delinquent party's receipt of written
        notice of delinquency( or, in the case of Fixed Rent, at the end of five
        (5)
        days after Tenant's receipt of written notice of delinquency) shall bear
        interest from the original due date until paid at the Interest
        Rate.

       

      ARTICLE
        12

      MISCELLANEOUS
        PROVISIONS

       

      Section
        12.1 Notices
        from One Party to the Other.
        Any
        notice, request, demand, consent, approval or other communication required
        or
        permitted under this Lease shall be in writing and shall be deemed to have
        been
        given: (a) when delivered by express mail or courier service providing
        confirmation of delivery to the address set forth below; or (b) on the third
        (3rd) business day after being properly deposited in United States registered
        or
        certified mail, return receipt requested, postage prepaid, and addressed
        as set
        forth below; or (c) the date any delivery in the manner described in (a)
        or (b)
        above is refused. Any notice alleging a default shall be clearly noted as
        such.
        Either party hereto shall have the right to change, at anytime, its address
        for
        notice as aforesaid upon at least ten (10) days' prior written notice thereof
        given to the other party. Addresses for notice are as follows:

       

      IF
        TO
        LANDLORD, as set forth in Section 1.1.17;
        and

       

      IF
        TO
        TENANT:

       

      OFFICE
        DEPOT, INC.

      2200
        Old
        Germantown Road

      Delray
        Beach, Florida 33445

      Attention:
        Vice President, Real Estate

       

      WITH
        A
        COPY TO: Office Depot, Inc., Attention: Office of the General Counsel, Real
        Estate (same address)

       

      Section
        12.2 Brokerage.
        Landlord and Tenant acknowledge that the Broker(s), if any, whose name(s)
        appear
        in Section 1.1, has been retained in connection with the Property and this
        Lease, and Landlord hereby agrees that Landlord shall pay to the Broker the
        total brokerage commission due and payable to the Broker.

       

      Section
        12.3 Brokerage
        Indemnities.
        Except
        as described in Section 12.2 hereof, Landlord and Tenant hereby represent
        and
        warrant, each to the other, that they have not disclosed this Lease or the
        subject matter hereof to, and have not otherwise dealt with, any broker,
        finder
        or any other person, firm, corporation or other legal entity so as to create
        any
        legal right or claim of whatsoever kind or nature for a commission or similar
        fee or compensation with respect to the Property or this Lease. Landlord
        and
        Tenant hereby indemnify each other against, and agree to defend and hold
        each
        other harmless from, any liability or claim (and all expenses, including
        attorneys' fees, incurred in defending any such claim or in enforcing this
        indemnity) for a real estate brokerage commission or similar fee or compensation
        arising out of or in any way connected with any claimed dealings with the
        indemnitor and relating to the Property or this Lease. The provisions of
        this
        Section shall survive the expiration or sooner termination of this
        Lease.

       

      Section
        12.4 Relationship
        of the Parties.
        Nothing
        contained herein shall be deemed or construed by the parties hereto, or by
        any
        third party, as creating the relationship of principal and agent, or of
        partnership, or of joint venture between the parties hereto, it being understood
        and agreed that neither the method of computation of rent nor any other
        provision contained herein, nor any acts of the parties hereto, shall be
        deemed
        to create any relationship between the parties hereto other than the
        relationship of landlord and tenant.


      
        
          
          

        

        
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      Section
        12.5 Subordination,
        Non-Disturbance and Attornment.

       

      (a) On
        or
        before, and as a condition of, the Delivery Date, Landlord covenants to obtain
        from any lender of Landlord’s whose loan is secured by or otherwise encumbers
        encumbers the Property and each lessor of Landlord’s whose interest in the
        Property is paramount to Landlord’s interest (“Master Lessor”) on the Effective
        Date, or at any time prior to the recordation of the Memorandum of Lease
        specified in Section 12.9, and deliver to Tenant an executed non-disturbance
        agreement (“SNDA”) assuring Tenant that, notwithstanding any default by Landlord
        to the lender or Master Lessor or any foreclosure or deed in lieu thereof
        (or
        Master Lessor’s termination proceedings), Tenant’s rights under this Lease shall
        continue in full force and effect and its possession of the Property shall
        remain undisturbed (including, without limitation, permission for insurance
        proceeds and eminent domain awards to be applied as required hereunder),
        except
        in accordance with the provisions of this Lease and such lender assumes the
        Landlord’s obligations under this Lease, so long as Tenant is not in default
        hereunder so as to permit the termination of this Lease. Such agreement(s)
        shall
        be substantially in form and content as EXHIBIT
        I
        attached
        hereto or, if applicable, the standard form of such agreement used by Tenant
        and
        such lender or Master Lessor in prior transactions; provided, however, that
        if
        no prior form exists and Tenant’s standard form is not consistent with such
        Master Lessor’s or lender’s then-accepted standard SNDA terms, then Tenant and
        such lender or Master Lessor shall negotiate an alternate agreement. This
        provision shall only apply to any liens, security interests, encumbrances,
        leases or other agreements created by, through or under Landlord and shall
        expressly exclude any of the foregoing created or accepted by or through
        Tenant.

       

      (b) Tenant
        shall, upon Landlord's request, subordinate this Lease in the future to any
        first lien placed by Landlord upon the Property with an Institutional Mortgagee,
        provided that such lender executes and delivers to Tenant a nondisturbance
        agreement providing that this Lease shall not terminate and such lender assumes
        the Landlord’s obligations under this Lease, so long as Tenant is not in default
        under this Lease, as a result of the foreclosure of such lien, or conveyance
        in
        lieu thereof, and Tenant's rights under this Lease shall continue in full
        force
        and effect and its possession shall be undisturbed, except in accordance
        with
        the provisions of this Lease. Tenant will, upon request of the lien holder,
        be a
        party to such an agreement, and will agree that, if such lien holder succeeds
        to
        the interest of Landlord, Tenant will attorn to said lien holder (or successor
        in interest of the lien holder) and recognize said lien holder (or successor)
        as
        its landlord under the terms of this Lease. Such agreement shall be
        substantially in form and content as EXHIBIT
        I
        attached
        hereto or, if applicable, the standard form of such agreement used by Tenant
        and
        such lender in prior transactions; provided, provided, however, that if no
        prior
        form exists and Tenant’s standard form is not consistent with Landlord’s
        lender’s then-accepted standard SNDA terms, then Tenant and Landlord’s lender
        shall negotiate an alternate agreement reasonably acceptable to such applicable
        parties.

       

      Section
        12.6 Estoppel
        Certificates.
        Landlord and Tenant agree at any time and from time to time, upon not less
        than
        thirty (30) days' prior written request by either of them to the other, to
        execute, acknowledge and deliver to the requesting party a statement in writing
        certifying that this Lease is unmodified and in full force and effect (or,
        if
        there have been modifications, that the same is in full force and effect
        as
        modified, and stating the modifications), and the date to which the rental
        and
        other charges have been paid in advance, if any, and whether or not any
        violations are in existence as of the date of said statement, it being intended
        that any such statement delivered pursuant to this Section 12.6 may be relied
        upon by any prospective purchaser of the fee, or leasehold, or mortgagee
        or
        assignee of any mortgage upon the fee or leasehold interest in the Property,
        or
        by any assignee of Tenant.

       

      Section
        12.7 Applicable
        Law and Construction.
        This
        Lease shall be governed by and construed in accordance with the laws of the
        state in which the Property is located and, if any provisions of this Lease
        shall to any extent be invalid, the remainder of this Lease shall not be
        affected thereby. There are no oral or written agreements between Landlord
        and
        Tenant affecting this Lease. This Lease may be amended only by instruments
        in
        writing executed by Landlord and Tenant. The titles of the several Articles
        and
        Sections contained herein are for convenience only and shall not be considered
        in construing this Lease. Unless repugnant to the context, the words “Landlord”
and “Tenant” appearing in this Lease shall be construed to mean those named
        above and their respective heirs, personal representatives, administrators,
        successors and assigns, and those claiming through or under them,
        respectively.


      
        
          
          

        

        
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      Section
        12.8 Binding
        Effect of Lease.
        The
        covenants, agreements and obligations herein contained, except as herein
        otherwise specifically provided, shall extend to, bind and inure to the benefit
        of the parties hereto and their respective heirs, personal representatives,
        administrators, successors and assigns.

       

      Section
        12.9 Memorandum
        of Lease.
        This
        Lease shall not be recorded. However, a memorandum of this Lease in the form
        attached hereto as EXHIBIT
        J
        shall be
        executed, in recordable form, by both parties concurrently herewith and recorded
        by Tenant, at Tenant's expense, with the official charged with recordation
        duties for the county in which the Property is located, with directions that
        it
        be returned to Tenant. 

       

      Section
        12.10 Effect
        of Unavoidable Delays. If
        either
        party to this Lease, as the result of any (i) strikes, lockouts or labor
        disputes; (ii) acts of God or extremely adverse weather conditions for the
        immediate area; (iii) civil commotion or terrorism; or (iv) condemnation,
        fire
        or other casualty (any of the items referenced in (i) through (iv) above
        defined
        as Unavoidable Delay”), fails punctually to perform any obligation on its part
        to be performed under this Lease, and such party notifies the other in writing
        within ten (10) days of the commencement of the Unavoidable Delay, describing
        in
        detail the nature of such Unavoidable Delay and estimated period of time
        within
        which to cure, then such failure shall be excused and not be a breach of
        this
        Lease by the party in question, but only for the period and to the extent
        occasioned by such event and written notice. If any right or option of either
        party to take any action under or with respect to this Lease is conditioned
        upon
        the same being exercised within any prescribed period of time or at or before
        a
        named date, then such prescribed period of time and such named date shall
        be
        deemed to be extended or delayed, as the case may be, for a period equal
        to the
        period of the delay occasioned by any Unavoidable Delay. Notwithstanding
        anything to the contrary in this Lease, under no circumstances will an
        Unavoidable Delay as described herein extend the time for performance of
        any
        obligation by more than 90 days.

       

      Section
        12.11 Waiver
        of Claims and Subrogation.
        Notwithstanding anything to the contrary contained herein, Landlord and Tenant
        hereby waive and release all claims against each other, and against the agents
        and employees of each other, for any loss or damage sustained by each other
        to
        the extent such claims are or could be insured against under any standard
        broad
        form policy of fire and extended coverage insurance, or under any fire and
        extended casualty insurance policy maintained by Landlord or Tenant under
        this
        Lease, or required to be maintained by Landlord or Tenant under this Lease,
        regardless of whether such policy is in effect at the time of the loss. Landlord
        and Tenant will cause their respective insurance carriers to issue appropriate
        waiver of subrogation rights endorsements to all policies of insurance carried
        in connection with damage to the Property or any portions thereof or any
        personal property thereon; provided, however, that failure to obtain such
        endorsements shall not affect the release hereinabove given.

       

      Section
        12.12 No
        Construction Against Preparer.
        This
        Lease has been prepared by Tenant and its professional advisors and reviewed
        by
        Landlord and its professional advisors. Landlord, Tenant and their separate
        advisors believe that this Lease is the product of their joint efforts, that
        it
        expresses their agreement, and that it should not be interpreted in favor
        of
        either Landlord or Tenant or against either Landlord or Tenant merely because
        of
        their efforts in its preparation.

       

      Section
        12.13 Number
        and Gender.
        The
        terms “Landlord” and “Tenant,” wherever used herein, shall be applicable to one
        or more persons, as the case may be, and the singular shall include the plural
        and the neuter shall include the masculine and feminine and, if there be
        more
        than one, the obligations hereof shall be joint and several.

       

      
        
          
          

        

        
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      Section
        12.14 Waiver
        of Landlord's Lien.
        Landlord hereby waives any statutory liens and any rights of distress with
        respect to the personal property (trade fixtures, equipment and merchandise)
        of
        Tenant from time to time located on the Property (“Tenant's Property”). This
        Lease does not grant a contractual lien or any other security interest to
        Landlord or in favor of Landlord with respect to Tenant's Property. Respecting
        any lender of Tenant having a security interest in Tenant's Property (“Tenant's
        Lender”), Landlord agrees as follows: (i) to provide Tenant's Lender, upon
        written request of Tenant (accompanied by the name and address of Tenant's
        Lender), with a copy of any default notice(s) given to Tenant under this
        Lease,
        and (ii) to allow Tenant's Lender, prior to any termination of this Lease
        or
        repossession of Property by Landlord, the same period of time, after its
        receipt
        of such copy of default notice, to cure such default as is allowed Tenant
        under
        this Lease, and (iii) to permit Tenant's Lender to go upon the Property for
        the
        purpose of removing Tenant's Property anytime within twenty (20) days after
        the
        effective date of any termination of this Lease or any repossession of the
        Property by Landlord (with Landlord having given Tenant's Lender prior written
        notice of such date of termination or repossession). Landlord further agrees
        to
        execute and deliver such instruments reasonably requested by Tenant's Lender
        from time to time to evidence or effect the aforesaid waiver and agreements
        of
        Landlord.

       

      Section
        12.15 No
        Express or Implied Covenant of Continuous Operation.
        Notwithstanding anything contained or set forth in this Lease to the contrary,
        nothing set forth in this Lease shall be construed, in any manner whatsoever,
        as
        an implied covenant of continuous operation on the part of Tenant, and Landlord
        specifically acknowledges that there is no covenant of continuous operation
        on
        the part of Tenant, express or implied. In the event that Tenant elects to
        cease
        its business operations at the Premises, such cessation shall not be deemed
        to
        be an Event of Default hereunder, nor shall such cessation relieve Tenant
        of any
        of its liabilities or obligations under and pursuant to this Lease.

       

      Section
        12.16 Exterior
        and Interior Signage.

       

      (a) 
        Tenant
        shall have the exclusive right to locate an identification sign on any pylon
        or
        monument sign located on or around the Property, whether existing as of the
        Effective Date or constructed at any time during the Lease Term. Tenant shall
        be
        entitled to install, at its election, monument and pylon signs on the Property
        in the maximum size permitted by code, as well as identification signage
        on the
        façade of the Premises, and Tenant shall obtain, at its cost, all permits
        required for any pylon, monument or façade sign. Landlord acknowledges that the
        design of Tenant’s signs shall be Tenant’s prototypical identification and/or
        logo which may be revised or altered from time to time during the Lease Term
        at
        Tenant’s sole discretion.

       

      (b) Subject
        to the approval of the appropriate governmental agencies, Tenant shall be
        permitted to illuminate its signs (and its panels on any pylon signs), from
        dusk
        to dawn on a daily basis.

       

      Section
        12.17 Covenants.
        All of
        the covenants, conditions and restrictions contained in this Lease are for
        the
        benefit of the Property, its easements and appurtenances, and shall run with
        and
        in or to and pass with the Property, and are intended to be binding on any
        and
        all successor owners of the Property.

       

      Section
        12.18 Entire
        Agreement.
        This
        Lease and the exhibits attached hereto and forming a part thereof, as if
        fully
        set forth herein, constitute all covenants, promises, agreements, warranties
        or
        representations, conditions and understandings between Landlord and Tenant
        concerning the Property and there are no covenants, promises, conditions
        or
        understandings, either oral or written, between them, other than are herein
        set
        forth. Except as herein otherwise provided, no subsequent alteration, change
        or
        addition to this Lease shall be binding upon Landlord or Tenant unless reduced
        to writing and signed by them.
        One or
        more emails from one party to the other shall not constitute an amendment
        to
        this Lease unless expressly agreed to by Landlord and Tenant.

       

      Section
        12.19 Legal
        Expenses.
        In the
        event that it shall become necessary for either Landlord or Tenant to employ
        the
        services of attorneys to enforce any of their respective rights under this
        Lease
        or to collect any sums due to them under this Lease or to remedy the breach
        of
        any covenant of this Lease on the part of the other to be kept or performed,
        the
        non-prevailing party (Tenant or Landlord as the case may be) shall pay to
        the
        prevailing party such reasonable fee as shall be charged by the prevailing
        party's attorneys for such services at all trial and appellate levels and
        post
        judgment proceedings and such prevailing party shall also have and recover
        from
        the non-prevailing party (Landlord or Tenant as the case may be) all other
        costs
        and expenses of such suit and any appeal thereof or with respect to any post
        judgment proceedings.


      
        
          
          

        

        
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      Section
        12.20 Counterparts.
        This
        Lease may be executed and delivered in counterparts for the convenience of
        the
        parties.

       

      Section
        12.21 Investment
        Tax Credits.
        Landlord expressly waives and relinquishes in favor of Tenant any rights
        to
        claim the benefit of or to use any federal or state investment tax credits
        that
        are currently, or may become, available during the Lease Term as a result
        of any
        installation of any equipment, furniture or fixtures installed by Tenant
        in or
        on the Property whether or not such items become a part of the realty and
        agrees
        to execute and deliver to Tenant any election form required to evidence Tenant's
        right to claim investment tax credits.

       

      Section
        12.22 Financial
        Statements
        and
        Sales Reports.
        

       

      (a) Upon
        receipt of written request from Landlord, Tenant shall provide its audited
        annual financial statements, prepared in accordance with generally accepted
        accounting principles; provided, however, that such financial statements
        are not
        required to be delivered if at the time of Landlord’s request any securities of
        Tenant are traded on a public stock exchange.

       

      (b) With
        respect only to the eighth (8th)
        and
        ninth (9th)
        calendar years occurring during the Initial Term, as well as the third
        (3rd)
        and
        fourth (4th)
        calendar years occurring during any Extended Lease Term, Tenant shall, upon
        receipt of written request from Landlord but no earlier than 60 days following
        the end of each such calendar year, provide to Landlord a report of its gross
        sales at the Property for each such calendar year. All sales reports provided
        by
        Tenant shall be confidential, and may not be disclosed except to the extent
        permitted by Section 12.23 of this Lease.  

       

      Section
        12.23 Confidentiality.
        Landlord and Tenant agree that the terms of this Lease are confidential and
        constitute proprietary information of the parties hereto. Disclosure of the
        terms hereof could adversely affect the ability of a party to negotiate with
        leases with third parties. Each of the parties hereto agrees that it and
        its
        representatives, partners, officers, directors, employees and attorneys,
        shall
        not disclose the terms and conditions of this Lease to any other person without
        the prior written consent of the other party hereto except pursuant to an
        order
        of a court of competent jurisdiction; provided, however, that Landlord may
        disclose the terms hereof to any lender now or hereafter having or proposing
        to
        have a lien on Landlord’s interest in the Property or any portion thereof, and
        either party may disclose the terms hereof to its independent accountants
        who
        review its financial statements or prepare its tax returns, to its counsel,
        bankers, investment bankers, governmental agencies or other persons to whom
        disclosure is required as a matter of law or a requirement of diligent inquiry
        imposed by law, and in any action which is brought to prevent the breach
        or
        continued breach of this Lease or to seek damages for any breach or alleged
        breach.

       

      Section
        12.24 Waiver
        of Trial by Jury.
        Landlord and Tenant hereby waive trial by jury in any action, proceeding
        or
        counterclaim brought by either against the other, upon any matters whatsoever
        arising out of or in any way connected with this Lease, Tenant's use or
        occupancy of the Property, and/or any claim of injury or damage.

       

      Section
        12.25 Radon
        Disclosure.
        In
        accordance with the requirements of Florida Statutes Section 404.056(8),
        the
        following notice is hereby given to Tenant:

       

      RADON
        GAS: Radon is a naturally occurring radioactive gas that, when it has
        accumulated in a building in sufficient quantities, may present health risks
        to
        persons who are exposed to it over time. Levels of radon that exceed federal
        and
        state guidelines have been found in buildings in Florida. Additional information
        regarding radon and radon testing may be obtained from your County Public
        Health
        Unit. 


      
        
          
          

        

        
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      ARTICLE
        13

      LEASEHOLD
        MORTGAGES

       

      Section
        13.1 Leasehold
        Mortgages. Tenant may at any time execute and deliver one or more mortgages
        or deeds of trust (such mortgage or deed of trust being hereinafter called
        a
        "Leasehold Mortgage") of Tenant's leasehold estate and rights hereunder without
        the consent of Landlord; provided, however, that Tenant shall be and remain
        liable hereunder for the payment of all Fixed Rent and Additional Charges
        and
        for the performance of all the covenants and conditions of this Lease. If
        either
        Tenant or the mortgagee under any such Leasehold Mortgage shall send Landlord
        a
        notice informing Landlord of the existence of such Leasehold Mortgage and
        the
        address of the mortgagee thereunder for the service of notices, such mortgagee
        shall be deemed to be a Leasehold Mortgagee as such term is used in this
        Lease.
        Landlord shall be under no obligation under this section to any mortgagee,
        grantee or corporate trustee under a Leasehold Mortgage of whom Landlord
        has not
        received such notice.

       

      Section
        13.2 Event
        of Default. If an Event of Default under this Lease shall occur, written
        notice thereof shall be sent by Landlord to any Leasehold Mortgagee, and
        Landlord shall take no action to terminate this Lease or to interfere with
        the
        occupancy, use or enjoyment of the Property, provided that:

       

      (a) If
        such
        Event of Default shall be a default in the payment of any installment of
        Fixed
        Minimum Rent or Additional Rent, such Leasehold Mortgagee shall remedy such
        Event of Default not later than ten (10) days after the giving of such notice;
        or

       

      (b) If
        such
        Event of Default shall be a default in observing or performing any other
        covenant or condition to be observed or performed by Tenant hereunder, and
        such
        Event of Default can be remedied by such Leasehold Mortgagee without obtaining
        possession of the Property, such Leasehold Mortgagee shall remedy such Event
        of
        Default not later than thirty (30) days after the giving of such notice,
        provided that, in the case of an Event of Default which cannot with diligence
        be
        remedied, or the remedy of which cannot be commenced, within such period
        of
        thirty (30) days, such Leasehold Mortgagee shall have such additional period
        as
        may be necessary to remedy such Event of Default with diligence and continuity;
        or

       

      (c) If
        such
        Event of Default shall be a default which can only be remedied by such Leasehold
        Mortgagee upon obtaining possession of the Property, such Leasehold Mortgagee
        shall obtain such possession with diligence and continuity, through a receiver
        or otherwise, and shall remedy such Event of Default within thirty (30) days
        after obtaining such possession, provided that, in the case of an Event of
        Default which cannot with diligence be remedied, or the remedy of which cannot
        be commenced, within such period of thirty (30) days, such Leasehold Mortgagee
        shall have an additional period as may be necessary to remedy such Event
        of
        Default with diligence and continuity.

       

      Section
        13.3 Exercise
        of Remedies. If any Leasehold Mortgagee either becomes the owner of the
        interest of Tenant hereunder upon the exercise of any remedy provided for
        in the
        Leasehold Mortgage, or shall enter into a new lease with Landlord as provided
        in
        Section 13.4 below, such Leasehold Mortgagee or such entity acceptable to
        Landlord in Landlord’s sole discretion shall have the right to assign to any
        person such interest or such new lease only with the prior consent of Landlord
        as provided in Section 9.1 hereof.


      
        
          
          

        

        
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      Section
        13.4 Termination
        of Lease. If this Lease shall terminate for any reason or be rejected or
        disaffirmed pursuant to bankruptcy law or other law affecting creditors'
        rights,
        any Leasehold Mortgagee or a person designated by such Leasehold Mortgagee
        shall
        have the right, exercisable by notice to Landlord, within twenty (20) days
        after
        the effective date of such termination, to enter into a new lease of the
        Property with Landlord. The term of said new lease shall begin on the date
        of
        the termination of this Lease and shall continue for the remainder of the
        Term
        of this Lease. Such new lease shall otherwise contain the same terms and
        conditions as those set forth herein, except for requirements which are no
        longer applicable or have already been performed or which are personal to
        any
        prior tenant or, provided that such Leasehold Mortgagee shall have remedied
        all
        defaults on the part of Tenant hereunder which are susceptible of being remedied
        by the payment of money, and provided further that such new lease shall require
        the tenant thereunder promptly to commence, and expeditiously to continue,
        to
        remedy all other defaults on the part of Tenant hereunder to the extent
        susceptible of being remedied. The provisions of this Section 13.4 shall
        survive
        the termination of this Lease and shall continue in full force and effect
        thereafter to the same extent as if this Section 13.4 were a separate and
        independent contract among Landlord, Tenant and each Leasehold Mortgagee.
        From
        the date on which any Leasehold Mortgagee shall serve upon Landlord the
        aforesaid notice of the exercise of its right to a new lease, such Leasehold
        Mortgage may use and enjoy the Property without hindrance by
        Landlord.

       

      Section
        13.5 Limited
        Liability. It is expressly understood and agreed by Landlord that a
        Leasehold Mortgagee has the right to cure Tenant defaults under this Lease
        but
        shall not have an obligation to do so. No Leasehold Mortgagee shall become
        personally liable for the performance or observation of any covenants or
        conditions to be performed or observed by Tenant unless and until such Leasehold
        Mortgagee becomes the owner of Tenant's interest hereunder upon the exercise
        of
        any remedy provided for in any Leasehold Mortgage or enters into a new lease
        with Landlord pursuant to Section 13.4 above. Thereafter, such Leasehold
        Mortgagee shall be liable for the performance and observance of such covenants
        and conditions only for the period such Leasehold Mortgagee owns the Tenant’s
        interest hereunder or is the tenant under any such new lease.

       

      [BALANCE
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties have executed this Lease under seal the day and year first-above
        written.

       

      
        	
                Witnesses
                  or Attest (as to Landlord):

                 

                 

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

              	
                LANDLORD:

                 

                OLP
                  _____________________, LLC, 

                a
                  Delaware limited liability company

                 

                 

                 

                By:
                  ______________________________

                Print
                  Name: _______________________

                Print
                  Title: _________________________

                Date:
                  ____________________________

              
	
                Witness
                  or Attest (as to Tenant)

                 

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

              	
                TENANT:

                 

                OFFICE
                  DEPOT, INC.,

                a
                  Delaware corporation

                 

                 

                By:
                  ______________________________

                Print
                  Name: _______________________

                Print
                  Title: _________________________

                Date:
                  ____________________________

                 

                 

                 

                By:
                  ______________________________

                Print
                  Name: _______________________

                Print
                  Title: _________________________

                Date:
                  ____________________________

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      PROPERTY
        LEGAL DESCRIPTION


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      SITE
        PLAN


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      [Reserved]


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

       

      [Reserved]


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      [Reserved]


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        F

      


      [Reserved]


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        G

       

      [Reserved]


      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H

       

      PERMITTED
        EXCEPTIONS


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        I

      


      


      Parcel
        ID
        #____________________

      This
        Instrument Prepared By and Upon

      Recordation
        Return to:

      Office
        Depot, Inc.

      2200
        Old
        Germantown Road

      Delray
        Beach, Florida 33445

      Attention:
        Bea Williams/Real Estate-Legal

       

      SUBORDINATION,
        NON-DISTURBANCE AND ATTORNMENT AGREEMENT
        -
        OD#

      


      THIS
        SUBORDINATION, NON DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement") executed
        this ___ day of ________________, 2008, between ____________________
        __________________ , a(n) _____________________________ ("Mortgagee") and
        OFFICE
        DEPOT, INC., a Delaware corporation ("Tenant").

      


      WITNESSETH:

      


      WHEREAS,
        OLP ___________________, LLC, a Delaware limited liability company ("Landlord")
        and Tenant are parties to that certain lease (the "Lease") dated September
        26,
        2008 relating to certain property located at
        _____________________________________________ (the "Property"), said Property
        being described in EXHIBIT
        A
        attached
        hereto and made a part hereof; and

      


      WHEREAS,
        Mortgagee has committed to make or has made a mortgage loan to Landlord secured
        by a Mortgage dated of even date herewith ("Mortgage") covering the
        Property;

      


      NOW,
        THEREFORE, it is mutually agreed as follows:

      


      1. To
        the
        extent that Tenant's rights and entitlements under the Lease are not diminished
        or otherwise affected, and except as provided in this Agreement, the Lease
        is
        and shall be subject and subordinate to the lien of the Mortgage and to all
        renewals, modifications, consolidations, replacements and extensions of the
        Mortgage.

      


      2. In
        the
        event of a foreclosure of the Mortgage or should Mortgagee obtain title by
        deed
        in lieu thereof, or otherwise, Mortgagee, for itself, its successors or assigns
        (which shall include any persons acquiring title by voluntary deed, assignment
        or other disposition or transfer in lieu of foreclosure), agrees that Tenant
        may
        continue its occupancy of the Property in accordance with the terms and
        provisions of the Lease, so long as Tenant is not in material default under
        the
        Lease beyond any applicable notice and cure period. Mortgagee agrees not
        to name
        Tenant as a party defendant in any foreclosure action.

      


      3. Tenant
        agrees to attorn to: (a) Mortgagee who succeeds to Landlord’s interest in the
        Property; (b) a receiver appointed in an action or proceeding to foreclose
        the
        Mortgage or otherwise; or (c) to any party acquiring title to the Property
        as a
        result of foreclosure of the Mortgage or deed in lieu thereof. Tenant further
        covenants and agrees to execute and deliver, upon request of Mortgagee, or
        its
        assigns, an appropriate agreement of attornment, in form and content reasonably
        acceptable to Tenant and Mortgagee (but which shall not amend the terms of
        the
        Lease or otherwise diminish Tenant's rights thereunder) with any subsequent
        titleholder of the Property.

      


      4. So
        long
        as the Mortgage on the Property remains outstanding and unsatisfied, Tenant
        will
        use commercially reasonable efforts to deliver to Mortgagee a copy of all
        notices of default given to Landlord by Tenant. At any time before the rights
        of
        Landlord shall have been forfeited or adversely affected because of any default
        under the Lease as therein provided, Mortgagee shall have the right (but
        not the
        obligation) to cure such default within the same period of time as is allowed
        Landlord under the Lease. 


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

      


      5. If
        Mortgagee shall succeed to the interest of Landlord under the Lease, Mortgagee
        shall be bound to Tenant under all the terms, covenants and conditions of
        the
        Lease, and Tenant shall, from and after Mortgagee's succession to the interest
        of Landlord under the Lease, have the same remedies against Mortgagee for
        the
        breach of an agreement contained in the Lease that Tenant might have had
        under
        the Lease against Landlord if Mortgagee had not succeeded to the interest
        of
        Landlord; provided further, however, that Mortgagee shall not be:

      


      (a) liable
        for any warranty, act or omission of any prior landlord (including Landlord),
        except those of a continuing nature; or

      


      (b) subject
        to any offsets or defense which Tenant might have against any prior landlord
        (including Landlord), except (i) offsets specifically provided for in the
        Lease,
        or (ii) those which arose out of such Landlord's default under the Lease
        and
        accrued after Tenant has notified Mortgagee and given Mortgagee an opportunity
        to cure as provided in Paragraph 4 above; or

      


      (c) bound
        by
        any rent or Additional Charges which Tenant might have paid for more than
        the
        current month to any prior landlord (including Landlord); or

      


      (d) bound
        by
        any amendment or modification of the Lease or any collateral agreement made
        without Mortgagee's consent which would (i) reduce fixed minimum rent, or
        (ii)
        reduce any other monetary obligation of Tenant under the Lease.

      


      6. Mortgagee
        consents to the application and disposition of casualty proceeds and
        condemnation awards in accordance with the Lease.

      


      7. This
        Agreement shall be binding upon and inure to the benefit of the heirs,
        successors and assigns (which shall include any persons acquiring title by
        voluntary deed, assignment or other disposition or transfer in lieu of
        foreclosure) of the parties.

      


      8. Any
        notices under this Agreement may be delivered by hand or sent by commercial
        delivery services or United States Postal Service express mail, in either
        case
        for overnight delivery with proof of service, or sent by certified mail,
        return
        receipt requested, to the following addresses:

       

      
        	
                To
                  Tenant:

              	
                Office
                  Depot, Inc.

              
	 	
                2200
                  Old Germantown Road

              
	 	
                Delray
                  Beach, Florida 33445

              
	 	
                Attention:
                  Vice President, Real Estate

              
	 	
                Copy
                  To: Office of the General Counsel, Real Estate

              
	 	 
	
                To
                  Mortgagee:

              	 
	 	 
	 	 
	 	
                Attention:

              	 


      

      


      The
        notice shall be deemed to have been given on the date it was actually
        received.

      


      9. This
        Agreement may be executed and delivered in counterparts for the convenience
        of
        the parties.


      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        indicated below their respective signatures.

       

      Signed,
        sealed and delivered

      in
        the
        presence of:

      


      
        	
                Witnesses
                  or Attest (as to Mortgagee):

                 

                 

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

              	
                MORTGAGEE:

                 

                ________________________________________
                  

                 

                 

                 

                 

                 

                By:
                  ______________________________

                Print
                  Name: _______________________

                Print
                  Title: _________________________

                Date:
                  ____________________________

              


      

      


      
        	
                STATE
                  OF [STATE]

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF [County]

              	
                )

              	 
	
                The
                  foregoing instrument was acknowledged before me this [DAY (15th,
                  3rd)] day
                  of [MONTH] in the year [YEAR] by [Name of Officer or Agent]), as
                  [Title of
                  Officer or Agent] of [Name of Corporation] a [State of Place of
                  Incorporation] corporation, on behalf of the corporation. He/she
                  is
                  personally known to me or has produced [Type of Identification
                  Provided]
                  as identification.

              
	
                NOTARY
                  SEAL

              	
                Notary:

              	 
	
                Print
                  Name:

              	 
	
                Notary
                  Public, State of [State]

              
	
                My
                  commission expires: [Enter COMMISSION EXPIRE
                  DATE]

              


      

       

      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      

      


      
        	
                Witnesses
                  or Attest (as to Tenant):

                 

                 

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

              	
                TENANT:

                 

                OFFICE
                  DEPOT, INC., a Delaware 

                corporation

                 

                 

                By:                                                                      

                Print Name:                                                           

                Print
                  Title:                                                           

                Date:                                                                     

                 

              


      

      


      STATE
        OF
        FLORIDA                     )

      )
        SS:

      COUNTY
        OF
        PALM BEACH         )

       

      I
        HEREBY
        CERTIFY that on this day before me, an officer duly authorized in the state
        and
        county named above to take acknowledgments, personally appeared
        _________________________________ as _________________________ of OFFICE
        DEPOT,
        INC., a Delaware corporation, to me known to be the person who signed the
        foregoing instrument as such officer and he/she acknowledged that the execution
        thereof was his/her free act and deed as such officer for the use and purposes
        therein expressed and that the instrument is the act and deed of said
        corporation.

       

      WITNESS
        my hand and official seal this ___ day of ___________________ ,
        20___.

       

      Notary
        Public

      State
        of
        Florida

      My
        Commission expires: _______________


      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        J

      


      Parcel
        ID
        #______________________

      This
        Instrument Prepared By and Upon

      Recordation
        return to:

      OFFICE
        DEPOT, INC.

      2200
        Old
        Germantown Road

      Delray
        Beach, FL 33445

      Attention:
        Bea Williams/Real Estate-Legal

       

      MEMORANDUM
        OF LEASE

       

      THIS
        MEMORANDUM OF LEASE (“Memorandum”) made as of the _____ day of September, 2008,
        by and between OFFICE DEPOT, INC., a Delaware corporation (“Tenant”), and OLP
        ____________________, LLC, a Delaware limited liability company
        (“Landlord”).

      

        WITNESSETH:

      

       

      1. Property.
        Landlord and Tenant have entered into a lease (“Lease”) dated
        __________________, 2008, for certain real property (the “Property”) containing
        a building comprising approximately _______ (_____) square feet. The Property
        is
        located in the County of ____________, City of ___________, State of
        _____________, and is more particularly described on EXHIBIT
        A
        attached
        hereto and made a part hereof.

       

      2. Term
        and
        Renewal Options. The Lease has an initial term of ten (10) years, subject
        to
        extension (at Tenant's option) as provided therein for four (4) successive
        additional periods of five (5) years each.

       

      3. Incorporation
        of Lease. This Memorandum is for informational purposes only and nothing
        contained herein shall be deemed to in any way modify or otherwise affect
        any of
        the terms and conditions of the Lease, the terms of which are incorporated
        herein by reference. This instrument is merely a memorandum of the Lease
        and is
        subject to all of the terms, provisions and conditions of the Lease. In the
        event of any inconsistency between the terms of the Lease and this instrument,
        the terms of the Lease shall prevail.

       

      4. Binding
        Effect. The rights and obligations set forth herein shall be binding upon
        and
        inure to the benefit of the parties hereto and their respective heirs, personal
        representatives, successors and assigns.


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties have executed this Memorandum of Lease as of the day and year first
        above written.

       

      
        	
                Witnesses
                  or Attest (as to Landlord):

                 

                 

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

              	
                LANDLORD:

                 

                OLP
                  ______________________, LLC, a Delaware limited liability company
                  

                 

                 

                 

                 

                 

                By:
                  ______________________________

                Print
                  Name: _______________________

                Print
                  Title: _________________________

                Date:
                  ____________________________

              


      

      


      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF 

              	
                )

              	 
	
                The
                  foregoing instrument was acknowledged before me this _________
                  day of
                  ________________, 2008 by ________________________________, as
                  ________________________________, of OLP __________________, LLC,
                  a
                  Delaware limited liability company, on behalf of the company. He/she
                  is
                  personally known to me or has produced _______________________
                  as
                  identification.

              
	
                NOTARY
                  SEAL

              	
                Notary:

              	 
	
                Print
                  Name:

              	 
	
                Notary
                  Public, State of 

              
	
                My
                  commission expires: 

              


      

       

      
        
          
          

        

        
          J-2

          
            

          

        

        
          
          

        

      

      


      
        	
                Witness
                  or Attest (as to Tenant)

                 

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

                 

                 

                Sign:
                  _________________________________

                Print
                  Name:

              	
                TENANT:

                 

                OFFICE
                  DEPOT, INC.,

                a
                  Delaware corporation

                 

                 

                By:
                  ______________________________

                Print
                  Name: _______________________

                Print
                  Title: _________________________

                Date:
                  ____________________________

              


      

       

      STATE
        OF
        FLORIDA                    
)

      )
        SS:

      COUNTY
        OF
        PALM BEACH        )

       

      I
        HEREBY
        CERTIFY that on this day before me, an officer duly authorized in the state
        and
        county named above to take acknowledgments, personally appeared
        _________________________________ as _________________________ of OFFICE
        DEPOT,
        INC., a Delaware corporation, to me known to be the person who signed the
        foregoing instrument as such officer and he/she acknowledged that the execution
        thereof was his/her free act and deed as such officer for the use and purposes
        therein expressed and that the instrument is the act and deed of said
        corporation.

       

      WITNESS
        my hand and official seal this ____ day of ________________, 2008.

       

      Notary
        Public

      State
        of
        Florida

      My
        Commission expires: _______________


      
        
          
          

        

        
          J-3

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        K

       

      RECIPROCAL
        EASEMENT AGREEMENT


      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        L

       

      RELATED
        LEASES

      


      


      1. Lease
        dated as of the dated hereof between OLP Pensacola LLC, Delaware limited
        liability company, and Office Depot, Inc., a Delaware corporation, with respect
        to Store # 202 located in Pensacola, Florida.

      


      2. Lease
        dated as of the dated hereof between OLP Miami Springs LLC, Delaware limited
        liability company, and Office Depot, Inc., a Delaware corporation, with respect
        to Store # 213 located in Miami Springs, Florida.

      


      3. Lease
        dated as of the dated hereof between OLP Sunland Park Drive LLC, Delaware
        limited liability company, and Office Depot of Texas, L.P., a Delaware limited
        partnership, with respect to Store # 223 located in El Paso, Texas.

      


      4. Lease
        dated as of the dated hereof between OLP Chicago LLC, Delaware limited liability
        company, and Office Depot, Inc., a Delaware corporation, with respect to
        Store #
        225 located in Chicago, Illinois.

      


      5. Lease
        dated as of the dated hereof between OLP Kennesaw LLC, Delaware limited
        liability company, and Office Depot, Inc., a Delaware corporation, with respect
        to Store # 294 located in Kennesaw, Georgia.

      


      6. Lease
        dated as of the dated hereof between OLP Cary LLC, Delaware limited liability
        company, and Office Depot, Inc., a Delaware corporation, with respect to
        Store #
        317 located in Cary, North Carolina.

      


      7. Lease
        dated as of the dated hereof between OLP Eugene LLC, Delaware limited liability
        company, and Office Depot, Inc., a Delaware corporation, with respect to
        Store #
        920 located in Eugene, Oregon.

      


      8. Lease
        dated as of the dated hereof between OLP Palo Alto LLC, Delaware limited
        liability company, and Office Depot, Inc., a Delaware corporation, with respect
        to Store # 978 located in Palo Alto, California.


      
        
          
          

        

        
          L-1