**LEASE SUMMARY****The following is a summary of certain portions of this Lease.**   **Landlord:** Solomon Airpark, LLC   **Landlord’s Address:** 4539 Trousdale Drive  Nashville, TN 37204  Attn: Gregory G. Turner     With a copy to:     White & Reasor, PLC  One American Center  3100 West End Avenue, Suite 1100  Nashville, TN 37203  Attn: John W. Stone, III   **Tenant:** Emdeon Business Services LLC   **Tenant’s Address:** 3055 Lebanon Road, Suite 1000  Nashville, TN 37214  Attn: Real Estate Director     With a copy to: General Counsel  [Same Address]     And with a copy to:     Bass Berry & Sims, PLC  150 Third Ave. South, Suite 2800  Nashville, TN 37201  Attn: D. Mark Sheets   **Lease Term** See definition in Section 3(a)   **Commencement Date:** See definition in Section 3(b)   **Rent Commencement Date:** Thirty (30) days after Commencement Date   **Expiration Date:** 180 months after Rent Commencement Date   **Minimum Rent:** See Exhibit D   **Landlord’s Broker:** Solomon Development, LLC   **Tenant’s Brokers:** Colliers Turley Martin Tucker
 

 
It is understood that the foregoing is intended as a summary of the Lease for convenience only andif there is a conflict between the above summary and any provision of the Lease hereinafter setforth, the latter shall control.All capitalized terms not otherwise defined in this Lease that are defined in the Amended andRestated Construction Agreement attached to this Lease as Exhibit C, shall have themeanings assigned to such terms in such Amended and Restated Construction Agreement.
 

 
**TABLE OF CONTENTS**          1.  **Lease of Property**  1  2.  **Term**  3  3.  **Rent**  4  4.  **Use of Building; Compliance with Legal Requirements**  5  5.  **Taxes, Assessments and Association Fees**  6  6.  **Insurance Coverage; Waiver of Subrogation**  7  7.  **Maintenance and Repair**  9  8.  **Compliance, Utilities, Janitorial Services**  10  9.  **Alterations and Improvements**  11  10.  **Trade Fixtures and Other Personal Property**  11  11.  **Signs and Advertising**  12  12.  **Landlord’s Right of Entry**  12  13.  **Casualty Damage.**  13  14.  **Condemnation**  15  15.  **No Abatement of Rent**  16  16.  **Transfers by Tenant**  17  17.  **Transfers by Landlord**  18  18.  **Subordination**  18  19.  **Estoppel Certificates; Financial Statements**  19  20.  **Events of Default by Tenant**  19  21.  **Landlord’s Remedies**  20  22.  **Landlord’s Default**  21  23.  **Tenant’s Remedies**  21  24.  **Tenant’s Indemnification Obligations**  22  25.  **Landlord’s Indemnification Obligations**  23  26.  **Protection Against Liens**  23  27.  **Holding Over**  24  28.  **Attorneys’ Fees**  24  29.  **Waiver**  24  30.  **Leasing Commissions**  25  31.  **Notices**  25  32.  **Waiver of Security Interest**  25  33.  **Landlord’s Environmental Representations and Warranties**  26  34.  **Acquisition Closing and Contingency Periods**  26  35.  **Subdivision of Airpark Parcel**  27  36.  **Miscellaneous**  27 
 

 
**AMENDED AND RESTATED LEASE AGREEMENT**     THIS AMENDED AND RESTATED LEASE AGREEMENT (the “**Lease**”), made and entered into as of December15, 2009, by and between SOLOMON AIRPARK, LLC, a Tennessee limited liability company (“**Landlord**”)and EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (“**Tenant**”),**WITNESSETH:**     WHEREAS, Landlord and Tenant are parties to a Lease Agreement dated August 24, 2009 (the“Original Lease”) pursuant to which Landlord agreed to construct a data center on land owned byLandlord and to lease it to Tenant, and Tenant agreed to lease such data center from Landlord; and     WHEREAS, such data center is now under construction in accordance with the Original Lease; and     WHEREAS, Tenant now desires to expand such data center and Landlord desires to construct suchexpanded data center and lease it to Tenant; and     WHEREAS, Landlord and Tenant desire to amend and restate the Original Lease to set forth theterms and conditions under which Landlord will construct such expanded data center and lease it toTenant,     **NOW, THEREFORE**, in consideration of the mutual promises, covenants and undertakingshereinafter contained, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Landlord and Tenant hereby agree as follows:1. **Amendment and Restatement of Original Lease**. Landlord and Tenant hereby amend andrestate the Original Lease. Subject only to the Lease Contingencies (as defined in Subsection 35(a)hereof), from and after the execution and delivery hereof, the Original Lease shall be of nofurther force and effect and this Amended and Restated Lease Agreement shall be the “Lease” betweenLandlord and Tenant.2. **Lease of Property**.     (a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, (i) thetract of real property described on Exhibit A attached hereto, including andsubject to all improvements thereto, all rights, privileges, easements, servitude,right-of-ways, and appurtenances belonging or appurtenant thereto (the “**Land**”), (ii) theShell Building (as defined in the hereinafter described Construction Agreement) and (iii)the Land Sitework (as defined in the hereinafter described Construction Agreement) (theShell Building, the Land Sitework and the Land being collectively referred to herein asthe “**Property**”). The Land is part of the approximately twenty-one (21) acre parcel ofland described on Exhibit B attached hereto (the **“Airpark Parcel”)**
 

 
     (b) Landlord agrees to construct and complete the Shell Building and the LandSitework in accordance with the Amended and Restated Construction Agreement attachedhereto as Exhibit C (the “**Construction Agreement**”) and made a part hereof for allpurposes.     (c) Landlord hereby covenants that Tenant shall peaceably and quietly hold and enjoythe Property throughout the Term (as hereinafter defined) on and subject to all of theprovisions and conditions of this Lease; and, subject to the performance by Landlord ofits obligations under the Construction Agreement, Tenant shall accept the Property fromLandlord on the Completion Date (as defined in the Construction Agreement).     (d) Landlord represents and warrants that it has the full power and authority toexecute this Lease and that it owns the Land in fee simple and will grant the estatedemised herein, subject only to the liens and encumbrances described in Exhibit F(collectively, the “**Permitted Encumbrances**”).     (e) As long as Tenant is entitled to possession of the Property, Tenant shall havethe exclusive right to use any parking areas, driveways, sidewalks, and other siteimprovements on the Land as they may exist from time to time, subject to the PermittedEncumbrances.     (f) Landlord acknowledges and agrees that prior to the date hereof, Landlord hasdelivered to Tenant true and complete copies of any surveys, title policies (includingcopies of the Permitted Encumbrances) and environmental reports in its possession.     (g) Ingress and egress to the Land shall be provided to Airpark Center Eastsubstantially as outlined in the site plan attached hereto as Exhibit G (the**“Site Plan”**).     (h) Landlord and Tenant acknowledge that Tenant, Landlord, the Land and the AirparkParcel are subject to the terms and conditions of the Declaration of Covenants,Conditions, Restrictions, Reservations and Easements for Airpark East, of record asinstrument 20011115-0125662, Register’s Office of Davidson County, Tennessee, as amendedby the First Amendment to Declaration of Covenants, Conditions, Restrictions,Reservations and Easements for Airpark East, of record as instrument 20080109-0002825,Register’s Office of Davidson County, Tennessee (as amended, the **“Declaration”**). Landlordagrees that, except as Landlord may be required by the terms of the Declaration, in noevent shall Landlord agree to any amendment or modification to the Declaration, orconsent to any matter under the Declaration, that could adversely affect the rights, orincrease the obligations, of Tenant hereunder, including, without limitation, any actionthat (i) grants any easement that could interfere with the operations of Tenant, or (ii)grants any access easements or other rights of ingress or egress to third parties onto orthrough the Land. Landlord agrees to (x) promptly provide Tenant with copies of anynotices that Landlord may give or receive pursuant to the Declaration, and (y) cast anyvotes as a member of the Association (as defined in the Declaration) with respect to theProperty, as directed by
 

 
Tenant. Landlord represents and warrants that it has or will receive all necessaryapprovals required pursuant to the Declaration in order to construct the improvementsdescribed in the Construction Plans (as defined in the Construction Agreement).     (i) Subject to Landlord’s rights to subdivide the Airpark Parcel as described inSection 36 hereof, Landlord shall not amend, modify or terminate the PermittedEncumbrances (other than the Declaration), or allow any new encumbrances with respect tothe Property to be created, without the prior written consent of Tenant.3. **Term**.     (a) The term of this Lease (the “**Initial Term**”) shall begin on the Commencement Date(as hereinafter defined) and end on the last day of the one hundred eightieth (180th)full calendar month following the Rent Commencement Date (as hereinafter defined). Thus,unless the Commencement Date falls on the first day of a calendar month, the Initial Termwill also include the initial partial calendar month immediately following theCommencement Date.     (b) The “**Commencement Date**” shall be the earlier to occur of:     (1) One Hundred and Fifty (150) days from the Completion Date, or     (2) the date on which Tenant first begins to occupy the Property for the conduct of itsbusiness (excluding occupancy for the sole purpose of constructing the Tenant Finish (asdefined in the Construction Agreement) or installing Tenant’s furniture, fixtures,workstations and equipment).     (c) On the Commencement Date, Tenant shall execute a written agreement to confirmthe actual calendar dates on which the Commencement Date and the Rent Commencement Dateoccur. Tenant shall take possession of the Property on the Commencement Date andsurrender the Property to Landlord at the expiration of the Term or earlier terminationof this Lease free of waste and in as good a condition as on the Commencement Date exceptfor reasonable wear and tear, casualty, condemnation and repairs that are Landlord’sresponsibility under this Lease.     (d) Provided Tenant is not then in default hereunder beyond applicable periods ofgrace and/or notice and cure, Tenant may at its option renew this Lease for two (2)successive five (5) year periods (each a “**Renewal Term**”; and if so exercised by Tenant,collectively with the Initial Term, the “**Term**”)) commencing on the first day after theInitial Term or the then-previous Renewal Term, as applicable, upon all terms,conditions, and obligations set forth herein. Tenant shall provide Landlord with noticeat least twelve (12) months before the expiration of the Initial Term or thethen-previous Renewal Term, as applicable, if it desires to exercise any of said options.     (e) Notwithstanding the foregoing, Tenant shall be entitled to enter the Propertyprior to the Commencement Date in order to construct and install the Tenant Finish inaccordance with the terms of the Construction Agreement.
 

 
4. **Rent**. Commencing on the Rent Commencement Date and continuing throughout the Term,Tenant shall pay rent to Landlord in accordance with the following provisions:     (a) Tenant shall pay minimum annual rent (the “**Minimum Rent**”) in monthlyinstallments in advance on or before the first day of each calendar month during theInitial Term and the Renewal Terms in the amounts reflected in Exhibit D hereto(as the same may be adjusted pursuant to the Construction Agreement). Landlord reservesthe right to apply any partial rental payment to the full amount due without waiving itsright to collect the balance. Landlord’s acceptance of any partial rental payments in noway relieves Tenant of its obligation to pay rent in full.     (b) The installments of Minimum Rent for any initial partial calendar month shall beprorated based on actual days elapsed and shall be paid in advance on the RentCommencement Date.     (c) The “**Rent Commencement Date**” shall be thirty (30) days following theCommencement Date.     (d) Except as expressly provided to the contrary in this Lease or in theConstruction Agreement, installments of Minimum Rent shall be payable without notice,demand, reduction, setoff, or other defense. Installments of Minimum Rent and payments ofother sums owing to Landlord pursuant to this Lease shall be made to Landlord at 4539Trousdale Drive, Nashville, TN 37204, Attn: Gregory G. Turner, or at whatever otheraccount or address that Landlord may designate from time to time by written notice toTenant. Upon exercise by Tenant of its rights set forth in Section 17 of theConstruction Agreement, Tenant shall be entitled to exercise the offset rights describedtherein.     (e) From and after the Rent Commencement Date and during the Term, Tenant shall payall costs, charges, expenses, taxes, assessments and insurance premiums that are requiredto be paid by Tenant hereunder, which shall be deemed, for the purposes of securing thecollection thereof, to be additional rent due and owing hereunder (“**Additional Rent**”).Additional Rent shall be paid directly to the party(s) owed such amounts unless otherwiseprovided in this Lease.     (f) If any installment of Minimum Rent or Additional Rent, or any other sum due andpayable pursuant to this Lease, remains unpaid for more than five (5) days after Tenantreceives written notice from Landlord that such amount is past due, Tenant shall payLandlord a late payment charge equal to the greater of (i) Fifty and No/l00 Dollars($50.00), or (ii) five percent (5%) of the unpaid installment or other payment. The latepayment charge is intended to compensate Landlord for administrative expenses associatedwith responding to late payment, and shall not be considered liquidated damages orinterest. All rent and other sums of whatever nature owed by Tenant to Landlord underthis Lease that remain unpaid for more than ten (10) days after Tenant receives writtennotice from Landlord that such amount is past due shall bear interest from the date due until paid at the lesser of (y) fourpercent (4%) in excess of the prime rate of interest reported in *The Wall StreetJournal* (or its
 

 
     successors) in effect from time to time, or (z) the maximum interestrate per annum allowed by law.5. **Use of Property; Compliance with Legal Requirements**.     (a) Tenant shall use the Property for general office and data center uses and for noother purposes. Tenant shall not commit or allow waste to be committed in the Building(as defined in the Construction Agreement) or elsewhere on the Land, and shall not do orallow to be done in the Building or elsewhere on the Land anything that shall constitutea nuisance or detract in any way from the reputation of the Property as a first-classreal estate development. Tenant shall allow no noxious or offensive odors, fumes, gases,smoke, dust, steam or vapors, or any loud or disturbing noise or vibrations to originatein or be emitted from the Building or elsewhere on the Land. Tenant shall comply withall laws, ordinances, and regulations of any governmental authority relating to Tenant’suse or occupancy of the Property, with the reasonable requirements of insuranceunderwriters or rating bureaus applicable to the Property, and with the followingrequirements:     (b) Tenant may use and store office equipment and supplies that contain smallquantities or low concentrations of Hazardous Materials so long as they are properly usedand stored within the Building, properly disposed of by Tenant at a location other thanthe Property, and do not require any governmental license or permit. Except as permittedin the preceding sentence, no use, generation, storage, treatment, transportation, ordisposal of any Hazardous Material shall occur or be permitted to occur in connectionwith Tenant’s use and occupancy of the Property. “**Hazardous Material**” shall mean anytoxic or hazardous waste, material, or substance or any other substance that isprohibited, limited, or regulated as a health or environmental hazard by any governmentalor quasi-governmental authority, or that even if not so regulated, could reasonably beexpected to or does pose a hazard to the environment or to the health and safety of theoccupants of the Building or others.     (c) No portion of the Property shall be used or occupied for anything that isunusually hazardous on account of fire or other risks, without Landlord’s prior writtenconsent and evidence that such use or occupancy is covered under Tenant’s insurancepursuant to Section 7 hereof.     (d) Tenant shall substantially comply with all requirements of the Americans withDisabilities Act and implementing regulations applicable to its use and occupancy of theProperty other than requirements relating solely to the design and construction of theShell Building, the compliance of which shall be the sole responsibility of Landlord,including, without limitation, the physical structure of the roof, foundation,stairwells, elevators, doorways and exterior walls of the Shell Building.     (e) Tenant shall ensure that its agents, employees, contractors and invitees complywith this Section 5 and with the Building Rules attached hereto as Exhibit E.In the event of any conflict with the Building Rules, the provisions in the mainbody of this Lease shall control.
 

 
6. **Taxes, Assessments and Association Fees**.     (a) Except as set forth herein, Tenant shall pay as Additional Rent prior todelinquency:     (1) all taxes and governmental assessments which may be levied upon or assessed againstthe Property and the Tenant Finish during the Term;     (2) all taxes and governmental assessments of every kind and nature whatsoever arisingin any way from the use, occupancy or possession of the Property and the Tenant Finishduring the Term;     (3) all taxes levied upon or assessed against Tenant’s personal property situated inthe Building (“**Tenant’s Property**”);     (4) all sales and similar taxes (if any) that may be levied or assessed against theRent; and     (5) all dues and assessments assessed against the Property by the Association pursuantto the Declaration (“**Association Fees**”).To that end, Landlord shall not be required, except as set forth herein, to pay any taxes,governmental assessments or Association Fees whatsoever which relate to or may be assessed againstthis Lease, the Rent and other amounts due hereunder, the Property, the Tenant Finish or Tenant’sProperty; provided, however, any taxes, governmental assessments or Association Fees which may belevied or assessed against the Property for a period that includes the Commencement Date or thedate on which the Term expires shall be prorated between Landlord and Tenant as of such date;provided further that if the Land has not been subdivided from the remainder of the Airpark Parcel,then the allocation between the Land and the remainder of the Airpark Parcel for Association Feesand taxes relating to the Land shall be based on acreage and any tax attributable to improvementslocated solely on the Land shall be allocated to the Property. Landlord agrees to provide toTenant, within ten (10) Business Days after its receipt thereof, any tax bills, invoices and otherlegal or governmental notices relating to the Property that Landlord receives. Notwithstanding anyterms of this Lease to the contrary, nothing contained in this Section 6 or elsewhere in this Leaseshall obligate Tenant to pay (i) any income, profit, franchise, excise or similar taxes that may beimposed upon or assessed against Landlord with respect to the Property, the Rent or income derivedfrom this Lease, under any law now in force or hereafter enacted, or (ii) to pay any inheritance,estate, succession, gift or any form of property transfer tax or indebtedness tax which may beassessed or levied against Landlord or any mortgagee of Landlord (excluding any real estateassessments based on value after a transfer to a third party).     (b) Upon request by Landlord, Tenant shall provide Landlord with copies of all paidtax receipts relating to the Property. Tenant may, at its option, contest in good faithand by appropriate and timely legal proceedings any tax, assessment orAssociation Fees relating to the Property; provided, however, Tenant shall indemnifyand hold Landlord harmless from any loss or damage resulting from any such contest, andall expenses of the same (including, without limitation, all reasonable attorneys’
 

 
fees and court and other costs) shall be paid solely by Tenant. Landlord shall, at therequest of Tenant, execute or join in the execution of any instruments or documentsnecessary in connection with such contest or proceedings, but Landlord shall incur nocost or obligation thereby.7. **Insurance Coverage; Waiver of Subrogation**.     (a) Tenant, at its expense and as Additional Rent hereunder, shall throughout theTerm, keep the Building insured with (i) “Special Form Causes of Loss” coverage (as suchterm is used in the insurance industry), at least as broad as the most current ISOSpecial Cause of Loss Form, including coverage for glass breakage, vandalism andmalicious mischief, and builder’s risk (if the improvements on the Land are to besubstantially refurbished or rebuilt pursuant to the terms of this Lease) for one hundredpercent (100%) of the insurable replacement value of the Building with no co-insurancepenalty, with any deductible in excess of One Hundred Thousand and No/100 Dollars($100,000.00) to be approved by Landlord (provided that deductibles related to insurancecoverage for earthquakes, windstorms and floods may exceed One Hundred Thousand andNo/100 Dollars ($100,000.00) at Tenant’s discretion), and (ii) coverage for “Demolitionand Increased Cost of Construction” resulting from enforcement of any law or ordinancewith limits of not less than Ten Million and No/100 Dollars ($10,000,000).     (b) Tenant shall maintain throughout the Term, at its own expense and as AdditionalRent, commercial general liability insurance covering the Property at least as broad asthe most commonly available ISO Commercial General Liability policy form (occurrencebasis) covering bodily injury, property damage and personal and advertising injury, forthe joint benefit of and insuring Tenant and Landlord, with limits of not less than OneMillion Dollars ($1,000,000.00) per occurrence, with a general aggregate of not less thanTwo Million Dollars ($2,000,000.00) and a “following form” umbrella liability policy orexcess liability policy in an amount of not less than Three Million Dollars($3,000,000.00) per occurrence, with any deductible or self-insured retention in excessof Three Hundred Fifty Thousand Dollars ($350,000.00) to be approved by Landlord.     (c) Tenant shall maintain throughout the Term, at its own expense, businessinterruption insurance covering risk of loss due to the occurrence of any of the hazardsinsured against under Tenant’s “all risk” coverage insurance and providing coverage in anamount sufficient to permit the payment of Rent, taxes, insurance and operating expensespayable hereunder for a period (in such case) of not less than twelve (12) months.     (d) Tenant shall maintain throughout the Term, at its own expense, all-risk propertyinsurance on all personal property of Tenant located in or on the Property forthe full replacement value thereof (“**Tenant’s Contents Policy**”). Such policy shallcontain an agreed amount endorsement in lieu of a co-insurance clause.
 

 
     (e) All insurance companies providing the coverage required under this Section 7shall be selected by Tenant, shall be rated A minus (A-) or better by Best’s InsuranceRating Service (or equivalent rating service if not available) and shall be licensed towrite insurance policies in the state in which the Land is located. A temporary (notexceeding 90 days) downgrade in an insurance company’s rating below A minus shall notdisqualify such insurance company. Tenant shall provide Landlord with copies of allpolicies or certificates of such coverage (using ACORD 28 for property insurance) for theinsurance coverages referenced in this Section 7 and all commercial general liability andumbrella liability or excess liability policies shall name Landlord (and if Landlord iseither a general or limited partnership, its general partners) and any mortgageedesignated by Landlord by written notice from Landlord to Tenant sent in accordance withthe requirements of this Lease, as additional insured(s) thereunder. Any such coveragefor additional insureds shall be primary and non-contributory with any insurance carriedby Landlord or any other additional insured thereunder. All property insurance policies(except the Tenant’s Contents Policy) shall name Landlord as a loss payee as Landlord’sinterests may appear, and shall provide that all losses shall be payable as hereinprovided. All such policies of insurance shall provide that the amount thereof shall notbe reduced and that none of the provisions, agreements or covenants contained thereinshall be modified or canceled by the insuring company or companies without thirty (30)days prior written notice being given to Landlord. All proceeds of property and casualtypolicies shall be paid by check payable to Landlord to be held in trust and disbursedpursuant to Section 14(d) herein. Such policy or policies of insurance may also coverloss or damage to Tenant’s Property, and the insurance proceeds applicable to Tenant’sProperty shall not be paid to Landlord or any mortgagee but shall accrue and be payablesolely to Tenant. In the event of a casualty that is covered by insurance Tenant isrequired to maintain under this Section 7 (or would have been covered if Tenant hadmaintained such insurance), Tenant shall be responsible for any deficiency between thereplacement cost of the Shell Building and Tenant Finish and the amount actually paid bythe insurance company.     (f) Each of Landlord and Tenant hereby waives all claims or other rights of recoveryagainst the other and its agents, employees, and contractors for any loss or damage toany portion of the Property, the Tenant Finish or Tenant’s Property, or to any personalproperty or fixtures thereon, by reason of fire or other loss to the extent such loss iscovered by the insurance required under this Section 7 or reimbursed by other insuranceheld by such party, regardless of cause or origin, including negligence, grossnegligence, or misconduct of the other party or its agents, employees, or contractors,and covenants that no insurer shall hold any right of subrogation against such otherparty. Landlord and Tenant shall each advise its insurers of the foregoing waiver andsuch waiver shall be a part of the respective policies of property and casualty insurancemaintained by Landlord and Tenant.     (g) Landlord shall have the right, exercisable at any time, but not more frequentlythan once every five (5) years, by giving written notice to Tenant, to require Tenant toincrease the limit and coverage amount of the Commercial General Liability policy thatTenant is required to maintain pursuant to this Section 7 by amounts that
 

 
are equivalent to the increase in the Consumer Price Index — All Urban Consumers (All Items,1982-4=100) for the period elapsed since the date of this Lease, or the last adjustment,as applicable. This Subsection (g) shall not be enforceable unless, at the time of suchadjustment, Tenant’s net worth, as disclosed in the most recent financial statementsdelivered to Landlord, is less than One Hundred Million Dollars ($100,000,000).8. **Maintenance and Repair**.     (a) During the Term, Landlord shall (i) maintain the roof structure and membrane,the foundation, all structural elements, and the exterior walls of the Shell Building ingood repair, reasonable wear and tear excepted, and (ii) resurface the driveways andparking lots, as reasonably necessary to maintain such driveways and parking lots in goodrepair. Landlord shall also be responsible for any maintenance and repair of the ShellBuilding and the Land Sitework generally (including, without limitation, the heating andcooling systems, lighting fixtures, plumbing and all other utility lines and mechanicalsystems) during the first three hundred sixty-five (365) days following the RentCommencement Date and for the correction of defects in the original design orconstruction of the Shell Building, structural or foundation defects and defects in theexterior skin system or window systems that result from structural or foundation defects.     (b) Except as set forth in Subsection 8(a) hereof and in the Construction Agreement,Tenant agrees that Landlord shall have no obligation under this Lease to provide anyservices or make any repairs or replacements (including the replacement of obsoletecomponents) to the Building, or any alteration, addition, change, substitution orimprovement thereof or thereto. The terms “repair” and “replacement” include, withoutlimitation, the replacement of any portions of the Building which have outlived theiruseful life, as determined by Landlord in its reasonable discretion, during the Term.Upon the expiration or earlier termination of this Lease, Tenant shall remain responsiblefor, and shall pay to Landlord, any cost, charge or expense for which Tenant is otherwiseresponsible for hereunder attributable to any period (prorated on a daily basis) prior tothe expiration or earlier termination of this Lease.     (c) Tenant shall, subject to Subsection 8(a) hereof, during the Term (i) maintainthe Property clean, free of refuse, and in good order and repair, subject to normal wearand tear (and subject to provisions hereof relating to condemnation and casualty); (ii)not commit waste or impair the Property; (iii) keep all waste and drain pipes open withinthe Building, (iv) provide for routine professional maintenance and repairs to heatingand cooling systems, lighting fixtures (including replacement of bulbs), plumbing and allother utility lines within the Building, (vi) professionally maintain the doors, windows,plate glass, exterior lighting, driveways and parking lots (including sealing andstriping, but excluding resurfacing), landscaping and irrigation,sidewalks, life-safety systems, and all mechanical and electrical equipment andsystems in the Building in good order and repair; and (vii) promptly notify Landlord inwriting of any defective or dangerous condition actually known to an officer of Tenant orany material adverse changes to the Property, such as material changes in any
 

 
environmental condition, including the presence of biocontaminants, such as, withoutlimitation, mold, and promptly undertake reasonable remediation (and preventative)actions in connection with any such environmental condition originating on the Propertyas a result of Tenant’s use and occupancy of the Property. Landlord shall not be liablefor mold-related injuries or illness unless caused by defects in the original design orconstruction of the Shell Building. Tenant’s failure to notify (to the extent requiredabove) Landlord of such conditions and/or to make the required corrective repairs (to theextent required above) shall also result in Tenant’s being liable for the cost toremediate any subsequent damage. Notwithstanding the foregoing maintenance and repairobligations of Tenant, during the last two (2) years of the Term, the cost of any repairor replacement in excess of $5,000 (a “**Major Repair or Replacement**”) shall be amortizedon a straight-line basis over the useful life of such Major Repair and Replacement, andTenant shall only be responsible for the portion of such cost that is amortized duringthe Term and Landlord shall be responsible for any unamortized balance.     (d) Subject to Subsection 8(a) hereof, Tenant shall inspect and maintainprofessional preventative maintenance programs, subject to Landlord’s reasonable approvaland in accordance with all material local, state, or federal regulations, for all majorBuilding systems, including but not limited to (i) the fire alarm panel and devices,including a contract with a reputable monitoring company providing round-the-clockmonitoring of the fire alarm system (ii) the sprinkler system including backflow device,(iii) the fire extinguishers, (iv) the emergency lighting system, and (v) domestic waterand irrigation water backflow.     (e) Landlord agrees that it shall enforce all warranties with respect to the ShellBuilding against the providers of such warranties.9. **Compliance, Utilities, Janitorial Services**.     (a) Tenant, at its expense, shall promptly and substantially comply with allmaterial municipal, county, state, federal and other governmental requirements andregulations pertaining to the use and occupancy of the Property, whether now in effect orenacted during the Term; will procure and maintain in substantial compliance all permits,licenses and other authorizations required for the use of the Property or any partthereof then being made by Tenant and for the lawful and proper installation, operationand maintenance by Tenant of all equipment and appliances necessary or appropriate forthe operation and maintenance of the Property; and shall substantially comply with allPermitted Encumbrances. Notwithstanding the foregoing, Landlord shall be solelyresponsible for the original design and construction of the Shell Building being incompliance with the foregoing requirements, regulations, permits, licenses and PermittedEncumbrances.     (b) Tenant shall contract directly for and directly pay all charges for heat, water,gas, sewage, electricity, telephone, janitorial services, trash removal and otherutilities used or consumed at the Property. Absent Landlord’s gross negligence or
 

 
willful misconduct, Landlord shall not be liable for any interruption or failure in thesupply of any such utility service to the Property.10. **Alterations and Improvements**.     (a) Tenant may make alterations, additions, or improvements to the Building or theLand that do not affect the exterior of the Building and that have a cost expected to beless than or equal to one hundred thousand dollars ($100,000) per alteration, addition orimprovement (not including the cost of related equipment) without the prior writtenconsent of Landlord. Tenant shall obtain Landlord’s consent prior to making anyalteration, addition, or improvement that affects the exterior of the Building or that isexpected to have a cost in excess of one hundred thousand dollars ($100,000) peralteration, addition or improvement (not including the cost of related equipment), whichconsent shall not be unreasonably withheld, conditioned, or delayed.     (b) Tenant shall give Landlord notice of its intent to make alterations, additions,or improvements to the Building or the Land that have a cost expected to exceed $25,000per alteration, addition or improvement project at least ten (10) Business Days prior tocommencing such work, except in the event of an emergency, in which case such noticeshall be given as soon thereafter as practical.     (c) In connection with any alterations, additions, or improvements to the Buildingor the Land made by Tenant, Tenant shall comply with all reasonable requirements ofLandlord relating to (i) compliance with the Declaration (including obtaining requiredapprovals from the Committee (as defined in the Declaration)), building codes and otherlaws, (ii) the protection of the integrity, condition and proper functioning of the roof,walls, foundations, and other structural elements of the Building and of the Building’smechanical, electrical, and plumbing systems and equipment, (iii) the employment andbonding of contractors, (iv) insurance, (v) the preservation of the value of the Buildingand (vi) other related matters as reasonably determined by Landlord. All alterations,additions or improvements, including without limitation all partitions, walls, railings,carpeting, floor and wall coverings, and other fixtures (excluding Tenant’s trade, foodservice and kitchen fixtures and/or equipment) made by, for, or at the direction ofTenant shall become the property of Landlord when made, and shall remain upon theProperty at the expiration or earlier termination of this Lease. Notwithstandinganything to the contrary herein, Tenant shall have the right to access the roof of theBuilding from time to time for the purposes of installing, operating and maintaining upto three (3) telecommunication dishes, including, without limitation, wireless internetand television dishes; provided that Tenant shall not be permitted to do anything uponthe roof of the Building which would void or impair the roof warranty.     (d) Tenant shall be responsible for the construction of all Tenant Finish, at itssole expense.11. **Trade Fixtures and Other Personal Property**. Any trade fixtures installed in theBuilding at Tenant’s expense shall remain Tenant’s personal property, and Tenant shall have the
 

 
right at any time during the Term to remove such trade fixtures (provided that any damage to theProperty caused by such removal shall promptly be repaired by Tenant, normal wear and tear,casualty and condemnation excepted). On or before the expiration of the Term or earliertermination of this Lease, Tenant shall remove all trade fixtures and other personal property ofTenant from the Property, repair any damage to the Property caused by removal of its trade fixturesand other personal property (normal wear and tear, casualty and condemnation excepted), and leavethe Building in a broom-clean condition and the Property free of waste, refuse, or debris. IfTenant fails to do so, Landlord may (i) retain, store, or dispose of such trade fixtures and otherpersonal property however Landlord chooses without liability of any kind to Tenant, (ii) repair anydamage to the Property caused by removal of such trade fixtures and other personal property, and(iii) clean the Building and properly dispose of all such waste, refuse, or debris left at theProperty; and all costs and expenses incurred by Landlord in connection with the foregoing shall bepayable by Tenant to Landlord on written demand. The following property shall be considered partof the permanent improvements to the Building owned by Landlord, not trade fixtures of Tenant, andshall not be removed from the Building by Tenant under any circumstances (except for Tenant’sspecialty equipment and fixtures, including, without limitation, computer servers, generators andparalleling gear, air cooled chillers, UPS system and associated distribution equipment, chilledwater CRAC units, phone equipment and glycol loops, which shall be considered property of Tenantand may be so removed): (a) HVAC systems, fixtures, or equipment (except for supplementaldata/server room HVAC equipment); (b) lighting fixtures or equipment; (c) carpeting, otherpermanent floor coverings, or raised flooring; (d) paneling or other wall coverings; (e) plumbingfixtures and equipment; and (f) permanent shelving affixed to the Building.12. **Signs and Advertising**.     (a) Tenant shall be permitted to install signage as allowed or required by the Cityof Nashville, Tennessee. All such signage shall be at Tenant’s expense except asprovided for in the Shell Building Plans. Upon expiration or earlier termination of thisLease, Tenant shall remove all exterior corporate identification signage at its soleexpense. Tenant shall be obligated to repair any damage to the Property resulting fromthe installation and removal of such signage, normal wear and tear, casualty andcondemnation excepted.     (b) Landlord hereby reserves the right to grant an easement in favor of theAssociation (as defined in the Declaration) over the area described as “Proposed SignEasement” on the Site Plan for the sole purpose of erecting signage identifying thebusiness park of which the Land is a part and the various owners and tenants locatedtherein; provided that such easement shall require that any new signage and any changesto existing signage with respect to size or scope be subject to the approval of Tenant,which approval shall not be unreasonably withheld, conditioned or delayed. In no eventshall Tenant be responsible for the cost and/or maintenance of such signage except by wayof Association Fees.13. **Landlord’s Right of Entry**. Landlord and persons authorized by Landlord shall have theright to enter the Building at reasonable times and upon reasonable advance notice to Tenant forthe purposes of making inspections or showing the Property to prospective purchasers or lenders
 

 
of the Property, but only in the accompaniment of an employee of Tenant. During the last twelve (12)months of the Term, Landlord and persons authorized by Landlord shall have the right at reasonabletimes and upon reasonable notice to show the Property to prospective tenants, but only in theaccompaniment of an employee of Tenant. Notwithstanding any of Landlord’s rights to enter theBuilding pursuant to the terms of this Lease, Landlord shall not cause Tenant to in any way violateany laws, regulations or ordinances intended to protect the rights and privacy of confidentialpatient and billing information processed in Tenant’s operations, including those relating to anyand all patient and billing records and the computers and servers that store such records, which atany time, Tenant shall be able to secure in locked storage units or remove from the Property.14. **Casualty Damage****.**     (a) If, following the Commencement Date, any portion of the Property is damaged ordestroyed by fire, flood, tornado or other element, or by any other casualty and suchdamage or destruction does not result in a Total Loss (as hereafter defined), this Leaseshall continue in full force and effect and Landlord shall, as promptly as possiblewithout consideration for any payoff requirements of a Mortgagee (if any), restore,repair or rebuild the Property to substantially the same condition as existed before thedamage or destruction and Tenant shall as promptly as possible restore, repair or rebuildthe Tenant Finish to substantially the same condition as existed before the damage ordestruction, including in each case any improvements or alterations required due to anychanges in building codes or regulations by any governmental body, county or city agency.     (b) Notwithstanding the foregoing, should the Property be damaged or destroyed byany of the foregoing described casualties within the last twenty-four (24) months of theInitial Term (unless Tenant has exercised its right to renew this Lease) or of anyRenewal Term, then Tenant shall have the right, exercisable by written notice to Landlordgiven within sixty (60) days after the date of such damage or destruction, to terminatethis Lease effective upon the date of such damage or destruction.     (c) Should the Property be damaged or destroyed by any of the foregoing describedcasualties and the Building is a Total Loss, then Tenant shall have the right,exercisable by written notice to Landlord given within sixty (60) days after the date ofsuch damage or destruction, to terminate this Lease effective upon the date of suchdamage or destruction.     (d) If Tenant does not elect to terminate this Lease as permitted in Subsections14(b) or 14(c) hereof, then Landlord shall reconstruct the Shell Building and LandSitework and Tenant shall reconstruct the Tenant Finish, each to its conditionimmediately prior to such damage or destruction; provided that Landlordacknowledges and agrees that certain aspects of Tenant’s reconstruction of theTenant Finish will begin and continue during Landlord’s reconstruction of the ShellBuilding and the parties agree to cooperate and use commercially reasonable efforts tofacilitate reconstruction and minimize unreasonable interference in the same manner asthe initial construction of the Shell Building and the Tenant Finish as described inSection
 

 
6 of the Construction Agreement. All proceeds payable by reason of any loss ordamage to the Property or any portion thereof, and insured under any policy of insurancerequired by Section 7 hereof shall be paid to Landlord for reconstruction or repair, asthe case may be, of any damage to or destruction of the Property, or any portion thereof.All proceeds payable by reason of any loss or damage to the Tenant Finish or any portionthereof, and insured under any policy of insurance required by Section 7 hereof shall beretained by Tenant for reconstruction or repair, as the case may be, of any damage to ordestruction of the Tenant Finish, or any portion thereof. Any excess proceeds ofcasualty insurance covering the Property and the Tenant Finish remaining after thecompletion of the restoration or reconstruction of both the Property and the TenantFinish shall be retained by Landlord free and clear upon completion of any such repairand restoration except as otherwise specifically provided below in this Section 14.Notwithstanding the foregoing, if Landlord has not completed the repair andreconstruction of the Property within nine (9) months after such damage or destruction,then Tenant shall have the right, exercisable by written notice to Landlord, to terminatethis Lease; provided, however, that if at the end of such nine (9) month period Landlordis diligently engaged in the restoration or reconstruction of the Property, then Tenantshall not have the right to terminate this Lease unless Landlord fails to complete therepair and reconstruction of the Property within twelve (12) months after the date ofsuch damage or destruction. All rent payable hereunder shall abate from the date that isnine (9) months after the date such damage or destruction occurred until Landlorddelivers the Property in accordance with the terms of this Subsection 14 (d).     (e) If Tenant terminates this Lease as provided in this Section 14, Landlord shallbe entitled to all of the casualty insurance proceeds paid with respect to the Building,but not to the proceeds of Tenant’s Contents Policy or other insurance carried by Tenanton Tenant’s Property, including, without limitation, insurance carried by Tenant onTenant’s personal property, trade fixtures or any other property that may be removed byTenant upon termination of this Lease pursuant to Section 11 hereof; provided, however,Tenant shall not have the right to terminate this Lease unless either (1) (x) the damageor destruction of the Property was caused by a peril which was insured against asrequired by the provisions of Section 7 hereof; (y) at the time of such damage anddestruction the said insurance policies required to be carried by Tenant were in theamounts required by Section 7 hereof and in full force and effect; and (z) Tenant haspaid to Landlord the amount of any deductible or self-insured retention, or (2) theTenant has paid to Landlord the amount that would have been paid if the casualtyinsurance policy required by the provisions of Section 7 hereof had been maintained byTenant.     (f) If Tenant defaults in its obligation to carry insurance in the amounts requiredunder Section 7 hereof, then, prior to Tenant’s termination of this Lease and inaddition to the requirements set forth in Subsection 14(e) hereof, Tenant shall beobligated to pay toward said reconstruction or to Landlord the difference between theamount of insurance actually carried and the amounts required to be carried under Section7 hereof.
 

 
     (g) The Building shall be deemed a “**Total Loss**” if as a result of damage ordestruction:     (1) the Building is rendered untenantable or unsuitable, in Tenant’s reasonableopinion, for continued use in the normal conduct of Tenant’s business and Landlord has notprovided written assurances to Tenant within thirty (30) days following such damage ordestruction that the Shell Building can be restored or reconstructed to its condition priorto such damage or destruction within one hundred eighty (180) days following the date ofsuch damage or destruction; or     (2) the restoration or reconstruction of the Shell Building is not permitted by thenexisting laws or governmental regulations applicable to the restoration or reconstruction ofthe improvements on the Land.15. **Condemnation**.     (a) If all or substantially all of the Property is condemned or is sold in lieu ofcondemnation, then this Lease shall terminate on the day prior to the date the condemningauthority takes possession. In such case, all condemnation or sale proceeds shall be theexclusive property of Landlord, except that Tenant shall be entitled to any portion ofsuch condemnation or sale proceeds that are attributable to Tenant’s loss of business,relocation costs, Tenant’s personal property, trade fixtures and equipment (including anyitems of property that Tenant is entitled to remove upon a termination of this Leasepursuant to Section 11 hereof).     (b) If less than all of the Property is so condemned or sold (whether or not theBuilding is affected) and in Tenant’s reasonable judgment, the Property cannot berestored to an economically viable condition, including, without limitation, a reductionin the parking available at the Property to a number that is less than two hundred (200)parking spaces, or if the Tenant’s access to the Property is so condemned or sold andTenant no longer has reasonably adequate access to the Property, then Landlord shalleither commit within fifteen (15) days that it will promptly replace the parking, providenew access reasonably satisfactory to Tenant or otherwise restore the Property to aneconomically viable condition reasonably satisfactory to Tenant, or Tenant may terminatethis Lease by written notice to Landlord effective on the day prior to the date thecondemning authority takes possession.     (c) If this Lease is terminated by reason pursuant to the foregoing, then Landlordshall be entitled to receive the entire award in any such condemnation or sale in lieuthereof, and Tenant hereby assigns to Landlord all of its right, title and interest inand to all and any part of such award, provided, however, Tenant shall be entitled toreceive any award specifically made to reimburse Tenant for loss of business, Tenant’srelocation costs, and Tenant’s personal property, trade fixtures and equipment(including any items of property that Tenant is entitled to remove upon a termination ofthis Lease pursuant to Section 11 hereof).
 

 
     (d) If this Lease is not so terminated by Tenant, and without consideration for anyrequirements of a Mortgagee of the Property to apply the condemnation award to reduce theMortgage debt, Landlord shall promptly restore or repair the Property and the TenantFinish (except those items of Tenant’s Property which Tenant is permitted to remove underthe terms of this Lease) to substantially the same condition as existed immediately priorto such condemnation insofar as is reasonably possible, and in no event shall suchreplacement or restoration exceed six (6) months. To the extent it is not reasonablypossible for Landlord to restore or replace the Property and the Tenant Finish tosubstantially the same condition as existed immediately prior to such condemnation, theMinimum Rent shall be adjusted equitably. Notwithstanding the foregoing, if Landlord hasnot completed the repair and reconstruction of the Property and the Tenant Finish asrequired by this Section 15(d) within nine (9) months after such condemnation, Tenantshall have the right, exercisable by written notice to Landlord, to terminate this Lease;provided, however, that if at the end of such nine (9) month period Landlord isdiligently engaged in the repair and reconstruction of the Property and the Tenant Finish(to the extent required above), then Tenant shall not have the right to terminate thisLease unless Landlord fails to complete the repair and reconstruction of the Property andthe Tenant Finish (to the extent required above) within twelve (12) months after the dateof such condemnation or sale. All rent payable hereunder shall abate from the date thatis nine (9) months after the date such condemnation or sale occurred until Landlorddelivers the Property and the Tenant Finish (to the extent required above) in accordancewith the terms of this Subsection 15(d).     (e) If the award shall exceed the amount spent or to be spent promptly to effectsuch restoration, repair or replacement, such excess shall unconditionally belong toLandlord and shall be paid to Landlord. Tenant shall not be entitled to, and expresslywaives and assigns to Landlord, all claims for any compensation for condemnation;provided, however, if Tenant is permitted by applicable law to maintain a separate actionthat will not reduce condemnation awards or proceeds to Landlord, Tenant shall bepermitted to pursue such separate action, but only for loss of business, relocationcosts, Tenant’s personal property, trade fixtures and equipment (including any items ofproperty that Tenant is entitled to remove upon a termination of this Lease pursuant toSection 11 hereof).16. **No Abatement of Rent**. Except as set forth in Subsections 14(d) and 15(d) hereof, in theevent this Lease is not terminated as provided in Sections 14 and 15 hereof, the Minimum Rent andother sums payable hereunder shall continue to be due and payable hereunder during the lesser of(i) the period of repair or restoration of the Shell Building or (ii) the period of coverage underthe business interruption insurance that Tenant is required to carry pursuant to Section 7 hereof.
 

 
17. **Transfers by Tenant**.     (a) Without the prior written consent of Landlord in each instance, which consentwill not be unreasonably withheld, conditioned or delayed, Tenant shall not do any of thefollowing (as used in this Section, a “**Transfer**”):     (1) assign this Lease or any estate or interest therein, except to an affiliatecontrolled by or under common control with Tenant (an “**Affiliate**”);     (2) enter into any sublease of the Property for a term that extends beyond the Term ofthis Lease.Permissible reasons for Landlord’s withholding consent include (but are not limited to) thefollowing: (i) the proposed use of the Property is not permitted by this Lease, would negativelyaffect insurance or environmental risks, or would otherwise negatively impact the Property in anymaterial respect; (ii) the creditworthiness of the proposed transferee is unacceptable to Landlordin Landlord’s commercially reasonable business judgment; and (iii) the proposed use or occupancywould require alterations or additions to the structure or exterior of the Building or to the LandSitework to comply with applicable laws, ordinances, and regulations that are not being paid for byTenant or its assignee. Any attempted Transfer without Landlord’s prior written consent shall bevoid.     (b) Except as provided in (a) above, if Tenant requests Landlord’s consent to aTransfer, Landlord may either approve or disapprove the Transfer in its reasonablediscretion. In connection with each Transfer request by Tenant, Tenant shall obtain andfurnish to Landlord all documents, financial reports, and other information Landlordreasonably requires in order to evaluate the proposed Transfer. Landlord shall adviseTenant of Landlord’s decision with respect to the requested Transfer within ten (10) daysafter receipt of Tenant’s written Transfer request and all requested supportingmaterials. If Landlord refuses to consent to a requested Transfer, this Lease shallnonetheless remain in full force and effect. The consent of Landlord to one requestedTransfer shall never be construed to waive the requirement for Landlord’s consent toother Transfers, nor shall any consent by Landlord or Transfer by Tenant discharge orrelease Tenant from any obligations or liabilities to Landlord.     (c) If an Event of Default by Tenant occurs after any Transfer, Landlord may, at itsoption, collect rent directly from the transferee, and Tenant hereby authorizes anytransferee to pay rent directly to Landlord at all times after receipt of written noticefrom Landlord. No direct collection by Landlord from any transferee shall constitute anovation or release Tenant from its obligations and liabilities under this Lease.     (d) Tenant shall provide Landlord a copy of all assignments of this Lease andsubleases of all or any portion of the Property within five (5) business days followingexecution of such assignments or subleases.     (e) Notwithstanding the foregoing, (i) Tenant shall have the right to mortgage orotherwise collaterally assign all or any part of its leasehold estate hereunder, and (ii)the merger or consolidation of Tenant with any other entity or the direct or indirect
 

 
transfer of any stock or other ownership interests in Tenant shall not be prohibitedby this Section 17, and none of the foregoing events described in this Subsection 17(e)shall be considered a Transfer. In connection with such mortgage or collateralassignment, Landlord will cooperate with reasonable requests of Tenant or Tenant’s lenderfor Landlord to execute additional documents in order for Tenant and Tenant’s lender toobtain policies of leasehold title insurance, including, without limitation, owner’saffidavits and general corporate documentation.18. **Transfers by Landlord**. Landlord shall have the unrestricted right to sell, assign,mortgage, encumber, or otherwise dispose of all or any part of the Property or any interesttherein. Upon sale or other disposition of the Property to a party who assumes the obligations ofLandlord under this Lease, Landlord shall be released and discharged from obligations andliabilities thereafter accruing under this Lease, and Tenant shall look solely to Landlord’ssuccessor for performance of this Lease thereafter. Tenant’s obligations under this Lease shallnot be affected by any sale, assignment, mortgage, encumbrance, or other disposition of theProperty by Landlord, and Tenant shall enter into a mutually acceptable non-disturbance andattornment agreement with anyone who thereby becomes the successor to Landlord’s interest in thisLease.19. **Subordination**. Simultaneous with Landlord’s acquisition of the Airpark Parcel, Landlordand Tenant entered into a subordination, nondisturbance and attornment agreement with Avenue Bank,the Mortgagee that financed Landlord’s acquisition of the Land (on its own behalf and on behalf ofany purchaser at foreclosure). At the closing of financing for the construction of the buildingdescribed in the December Plans (as defined in the Construction Agreement), Landlord and Tenantwill enter into an amended and restated subordination, nondisturbance and attornment agreement withAvenue Bank (on its own behalf and on behalf of any purchaser at foreclosure) mutually acceptableto the parties thereto and complying with the requirements set forth in the next succeedingsentence. At the option of any existing or future Mortgagee, this Lease may at any time during itscontinuation be made superior or subordinate to the lien of any one or more mortgages affecting theProperty; provided, however, that the foregoing provisions with respect to such subordination shallnot be effective unless such Mortgagee shall execute with Tenant a non-disturbance and attornmentagreement whereby such Mortgagee (on its own behalf and on behalf of any purchaser at foreclosure)agrees (a) to recognize and honor this Lease and Tenant’s rights hereunder, (b) to not to disturbTenant’s possession of the Property or otherwise interfere with or disturb any of Tenant’s rightsunder this Lease, and (c) that all insurance proceeds and condemnation awards shall be applied asset forth in this Lease; provided that if Tenant has terminated this Lease pursuant to a right todo so, any insurance proceeds or condemnation awards payable to Landlord in accordance with theterms of this Lease may be used to pay down Landlord’s debt to such Mortgagee.     If a Mortgagee or any other person acquires title to the Property pursuant to the exercise ofany remedy provided for in a Mortgage granted by Landlord, Tenant covenants and agrees to attorn toMortgagee or such person as its new Landlord, and this Lease shall continue in full force andeffect as a direct lease between Tenant and such Mortgagee or such other person uponall terms, covenants, conditions and agreements set forth in this Lease. However, in no eventshall assignee or such person be (i) bound by any payment of rent made by Tenant to the Landlordfor more than one (1) month in advance; or (ii) bound by any amendment or
 

 
modification ortermination of this Lease affecting the interest of Mortgagee made without the written consent ofMortgagee after notice of such Mortgagee’s Mortgage is delivered to Tenant; or (iii) liable for anyact or omission of any prior landlord (including Landlord) that is not continuing; or (iv) liablefor any offsets, credits or other claims against rentals for any prior periods and/or against anyother party or landlord (including Landlord). Tenant agrees to execute all tenant estoppelcertificates and attornment agreements as Mortgagee shall reasonably require.20. **Estoppel Certificates; Financial Statements**.     (a) Within ten (10) days after a written request by Landlord, Tenant shall deliveran estoppel certificate in such form as is reasonably requested by Landlord certifyingany facts that are then true with respect to this Lease, including without limitationthat this Lease is in full force and effect, that no default exists on the part ofLandlord or Tenant, that Tenant is in possession, that Tenant has commenced payment ofrent, and that Tenant claims no defenses or offsets with respect to payment of rent underthis Lease. Likewise, within ten (10) days after a written request by Tenant, Landlordshall deliver to Tenant an estoppel certificate covering such matters of fact withrespect to Landlord’s obligations under this Lease as are reasonably requested by Tenant.     (b) Not later than July 1 of every year during the Term, Tenant shall furnish itsfinancial statements for the previous calendar year to Landlord. If such financialstatements are audited, then Tenant shall furnish such audited financial statements toLandlord.21. **Events of Default by Tenant**. Each of the following constitutes an Event of Default byTenant (herein so called):     (a) Tenant fails or refuses to pay any installment of Minimum Rent or any other sumpayable under this Lease when due, and the failure or refusal continues for at least ten(10) days after written notice from Landlord and an opportunity to cure the delinquency;provided, that if Landlord has properly given such notice two (2) times in any twelve(12) consecutive month period, then no further notice shall be required.     (b) Tenant fails or refuses to comply with any provision of this Lease not requiringthe payment of money, and the failure or refusal continues for at least thirty (30) daysafter written notice from Landlord; provided, however, if any such failure by Tenant tocomply with such provision cannot be corrected by commercially reasonable efforts withinsuch 30-day period solely as a result of nonfinancial circumstances, and if Tenant hascommenced substantial corrective actions within such 30-day period and is diligentlypursuing such corrective actions, such 30-day period shall be extended forsuch additional time as is reasonably necessary to allow completion of actions tocorrect Tenant’s noncompliance.     (c) Tenant’s leasehold estate is taken on execution or other process of law in anyaction against Tenant.
 

 
     (d) Tenant files a petition under any chapter of the United States Bankruptcy Code,as amended, or under any similar law or statute of the United States or any state, or apetition is filed against Tenant under any such statute and not dismissed with prejudicewithin sixty (60) days of filing, or a receiver or trustee is appointed for Tenant’sleasehold estate or for any substantial part of the assets of Tenant and such appointmentis not dismissed with prejudice within sixty (60) days, or Tenant makes an assignment forthe benefit of creditors.22. **Landlord’s Remedies**. If an Event of Default by Tenant occurs, Landlord shall beentitled then or at any time thereafter to do any one or more of the following at Landlord’soption:     (a) Enter the Building if need be, and take whatever curative actions are necessaryto rectify Tenant’s noncompliance with this Lease; and in that event Tenant shallreimburse Landlord on written demand for any reasonable expenditures by Landlord toeffect compliance with Tenant’s obligations under this Lease.     (b) Terminate this Lease, in which event Tenant shall immediately surrenderpossession of the Property to Landlord, or without terminating this Lease, terminateTenant’s right to possession of the Property; and in either case, Landlord may re-enterand take possession of the Property, evict Tenant and all parties then in occupancy orpossession, and if permitted under applicable law, change the locks on the doors of theBuilding without making keys to the changed locks available to Tenant.     (c) If Landlord has terminated this Lease as a result of the occurrence of an Eventof Default, Landlord may declare due and payable immediately an amount determined asfollows: (x) the entire amount of Base Rent which would have become due and payableduring the remaining Lease Term, discounted to present value by using a discount factorequal to the yield on U.S. Treasury securities having a remaining maturity closest to theremaining Lease Term (the “**Discount Rate**”), minus (y) the market rental value of theProperty for the remaining Lease Term, based on Landlord’s reasonable determination offuture rental value of the Property for all or part of the remaining Lease Term,discounted to present value by using the Discount Rate. In determining the market rentalvalue of the Property for the remaining Lease Term, the parties hereby agree that, at thetime Landlord seeks to enforce this remedy, all relevant factors should be considered,including, but not limited to, (i) the then current market conditions in the general areain which the Property is located, (ii) the net effective rental rates then being obtainedby landlords for similar type buildings in the general area in which the Property islocated (taking into account reasonable remodeling costs, lease commissions, allowancesand inducements), (iii) current levelsof new construction that will be completed during the remainder of the Term and howthis construction will likely affect vacancy rates and rental rates and (iv) inflation.Such payment shall not constitute a penalty or forfeiture but shall constitute liquidateddamages for Tenant’s failure to comply with the terms and provisions of this Lease(Landlord and Tenant agreeing that Landlord’s exact damages in such event are impossibleto ascertain and that the amount set forth above is a reasonable estimate thereof). Theterm “**remaining Lease Term**” as used in this Subsection 22(c) and in
 

 
Subsection 22(d)hereof shall mean the period which otherwise would have (but for the termination of thisLease) constituted the balance of the Term from the date of termination of this Lease,but excluding any extensions or renewals thereof unless the applicable Event of Defaultoccurs during such extension or renewal term.     (d) If Landlord has not terminated this Lease (whether or not Landlord hasterminated Tenant’s right to possession of the Property or actually retaken possession),recover (in one or more suits from time to time or at any time before or after the end ofthe remaining Lease Term) all Minimum Rent, Additional Rent, and other sums then owingand unpaid under this Lease together with all reasonable costs, if any, incurred inreletting the Property (including remodeling, lease commission, allowance, inducement,and other costs, which costs will be equitably prorated if the new lease extends beyondthe remaining Lease Term), less all rent, if any, actually received from any reletting ofthe Property during the remainder of the remaining Lease Term. Landlord shall have theright following an Event of Default by Tenant to relet the Property on Tenant’s accountwithout terminating this Lease, any such reletting to be on such terms as Landlordconsiders reasonable under the circumstances.     (e) Recover all reasonable costs of retaking possession of the Property and anyother damages incidental to the Event of Default by Tenant.     (f) Exercise any and all other remedies available to Landlord at law or in equity,including injunctive relief of all varieties.     If Landlord elects to retake possession of the Property without terminating this Lease, it maynonetheless at any subsequent time elect to terminate this Lease and exercise the remedies providedabove on termination of this Lease. Nothing done by Landlord or its agents shall be considered anacceptance of any attempted surrender of the Property unless Landlord specifically so agrees inwriting. No re-entry or taking of possession of the Property by Landlord shall be considered anelection by Landlord to terminate this Lease unless Landlord gives Tenant written notice oftermination. Nothing herein shall be deemed to reduce the duty of Landlord to mitigate its damagesas required by law.23. **Landlord’s Default**. It shall be an Event of Default by Landlord (herein so called) onlyif Landlord fails to comply with any provision of this Lease and the failure continues for at leastthirty (30) days after written notice from Tenant to Landlord (with a copy to Landlord’s mortgageesif Tenant has been notified in writing of the identities and addresses of such mortgagees);provided, however, if any failure by Landlord to comply with this Lease cannot be corrected withinsuch 30-day periodsolely as a result of nonfinancial circumstances outside of the control of Landlord, and ifsubstantial corrective actions have commenced within such 30-day period and are being diligentlypursued, such 30-day period shall be extended for such additional time as is reasonably necessaryto allow completion of actions to correct Landlord’s noncompliance.24. **Tenant’s Remedies**. Except as otherwise provided in this Lease, in the Event of Defaultby Landlord, Tenant shall be entitled to any remedies available at law or in equity.Notwithstanding anything in this Lease to the Landlord shall never be liable in the Event of
 

 
Default by Landlord under any provision of this Lease for any loss of business or profits of Tenantor other consequential damages or for punitive or special damages of any kind. None of Landlord’sofficers, employees, agents, directors, shareholders, or partners shall ever have any liability toTenant under or in connection with this Lease. Tenant agrees to look solely to Landlord’s interestin the Property for the recovery of any judgment against Landlord, and Landlord shall never bepersonally liable for any judgment. In no event shall the foregoing provisions be deemed to limitthe rights and remedies granted to Tenant pursuant to Sections 3 and 17 of the ConstructionAgreement.25. **Tenant’s Indemnification Obligations**. Tenant shall indemnify and hold Landlord and itsofficers, employees, agents, directors, shareholders, and partners harmless against any loss,liability, damage, fine or other governmental penalty, cost, or expense (including reasonableattorneys’ fees and costs of litigation), or any claim therefor, resulting from:     (a) Tenant’s noncompliance with or violation of any law, ordinance, or othergovernmental regulation applicable to Tenant or its use and occupancy of the Property;     (b) any work or thing done by Tenant, or its agent, employee or contractor inrespect of construction of, in, or to the Property or any part of the improvements now orhereafter constructed on the Land;     (c) any use, possession, occupation, operation, maintenance or management of theProperty or any part thereof by Tenant or its agent, employee or contractor;     (d) any failure by Tenant, or its agent, employee or contractor, to, or to properlyuse, possess, occupy, operate, maintain or manage the Property or any part thereof;     (e) the use, generation, storage, treatment, or transportation, or the disposal orother release into the environment, of any Hazardous Material by Tenant or its employees,agents, or contractors or as the result of Tenant’s use and occupancy of the Property;provided, however, that Tenant shall in no event be liable for or have anyindemnification obligation for any pre-existing environmental conditions;     (f) any negligence on the part of Tenant or any of its agents, contractors,servants, employees, licensees or invitees;     (g) except as related to or occurring during the initial construction of the ShellBuilding or the Land Sitework, any accident, injury or damage to any person or propertyoccurring in, on, or about the Property or any part thereof; or     (h) any failure on the part of Tenant to perform or comply with any of thecovenants, agreements, terms or conditions contained in this Lease on its part to beperformed or complied with.Notwithstanding any term of this Lease to the contrary, nothing in this Section 25 or elsewhere inthis Lease shall obligate or require Tenant to indemnify, defend or hold Landlord harmless from andagainst any losses, liabilities, damages, costs, expenses, suits, judgments or claims
 

 
arising frominjury or damage during the Term to person or property caused by the willful misconduct or grossnegligence of Landlord or any of its agents, servants, employees or contractors.26. **Landlord’s Indemnification Obligations**. Landlord shall indemnify and hold Tenant andits officers, employees, agents, directors, shareholders, and partners harmless against any loss,liability, damage, fine or other governmental penalty, cost, or expense (including reasonableattorneys’ fees and costs of litigation), or any claim therefor, resulting from:     (a) any defects in the design or construction of the Shell Building or the LandSitework, but only to the extent of warranties from the Shell Building Architect or theContractor (as such terms are defined in the Construction Agreement);     (b) any negligence on the part of Landlord or any of its agents, contractors,servants, employees, licensees or invitees;     (c) any failure on the part of Landlord to perform or comply with any of thecovenants, agreements, terms or conditions contained in this Lease on its part to beperformed or complied with; and/or     (d) any representation of Landlord herein being false in any material respect.     Notwithstanding any term of this Lease to the contrary, nothing in this Section 26 orelsewhere in this Lease shall obligate or require Landlord to indemnify, defend or hold Tenantharmless from and against any losses, liabilities, damages, costs, expenses, suits, judgments orclaims arising from injury or damage during the Term to person or property caused by the willfulmisconduct or gross negligence of Tenant or any of its agents, servants, employees or contractors.27. **Protection Against Liens****.**     (a) Tenant shall do all things necessary to prevent the filing of any mechanics’,materialmen’s, or other type of lien or claim against Landlord or the Property by,against, through, or under Tenant or its contractors. If any such lien or claim is filedas a result of any non-payment by Tenant of its own contractors, Tenantshall either cause the same to be discharged within thirty (30) days after filing,or if Tenant in its discretion and in good faith determines that such lien or claimshould be contested and if all required consents or approvals of Landlord’s Mortgagee areobtained, Tenant shall furnish such security as may be necessary to prevent anyforeclosure proceedings against the Property during the pendency of such contest. IfTenant fails to discharge such lien or claim within such 30-day period or fails tofurnish such security, then Landlord may at its election, in addition to any other rightor remedy available to it, discharge the lien or claim by paying the amount alleged to bedue or by giving appropriate security. If Landlord discharges or secures such lien orclaim, then Tenant shall reimburse Landlord on written demand for all sums paid and allcosts and expenses (including reasonable attorneys’ fees and costs of litigation) soincurred by Landlord.
 

 
     (b) Landlord shall do all things necessary to prevent the filing of any mechanics’,materialmen’s, or other type of lien or claim against Tenant or Tenant’s leasehold estatein the Property by, against, through, or under Landlord or its contractors. If any suchlien or claim is filed, Landlord shall either cause the same to be discharged withinthirty (30) days after filing, or if Landlord in its discretion and in good faithdetermines that such lien or claim should be contested and if all required consents orapprovals of Landlord’s Mortgagee are obtained, Landlord shall furnish such security asmay be necessary to prevent any foreclosure proceedings against Tenant’s leasehold estatein the Property during the pendency of such contest. If Landlord fails to discharge suchlien or claim within such 30-day period or fails to furnish such security, then Tenantmay at its election, in addition to any other right or remedy available to it, dischargethe lien or claim by paying the amount alleged to be due or by giving appropriatesecurity. If Tenant discharges or secures such lien or claim, then Landlord shallreimburse Tenant on written demand for all sums paid and all costs and expenses(including reasonable attorneys’ fees and costs of litigation) so incurred by Tenant.28. **Holding Over**. If Tenant remains in possession of any part of the Property after theexpiration of the Term with Landlord’s written consent, Tenant shall be only a tenant at will andthe monthly installments of Minimum Rent payable during such holdover period shall be one hundredten percent (110%) of the monthly installments of Minimum Rent payable immediately preceding suchexpiration, and all Additional Rent and other sums payable under this Lease shall continue to bedue and payable. If Tenant remains in possession of any part of the Property after the expirationof the Term without Landlord’s written consent, Tenant shall be only a tenant at sufferance and themonthly installments of Minimum Rent payable during such holdover period shall be one hundred fiftypercent (150%) of the monthly installments of Minimum Rent payable immediately preceding suchexpiration, and all Additional Rent and other sums payable under this Lease shall continue to bedue and payable. The acceptance of any rent or other payments from Tenant with respect to anyholdover period shall not serve to extend the Term or waive any rights of Landlord, but Landlordmay at any time refuse to accept rent or other payments from Tenant, and may re-enter the Property,evict Tenant and all parties then in occupancy or possession, take possession of the Property, andif permitted under applicable law, change the locks on the doorsof the Building without making keys to the changed locks available to Tenant. If Tenant remains inpossession of any part of the Property after the expiration of the Term without Landlord’s writtenconsent, Tenant shall indemnify and hold Landlord harmless against any loss, liability, damage,cost, or expense (including reasonable attorneys’ fees and costs of litigation), or any claimtherefore, related to Tenant’s holding over, including liabilities to any person to whom Landlordmay have leased any part of the Property.29. **Attorneys’ Fees**. If an Event of Default by Tenant or an Event of Default by Landlordoccurs, the prevailing party shall be entitled to recover reasonable attorneys’ fees and any costsof litigation incurred in exercising and enforcing its rights and remedies under this Lease.30. **Waiver**. The failure of a party to insist upon the strict performance of any provisionof this Lease or to exercise any remedy for an Event of Default shall not be construed as a waiver.The waiver of any noncompliance with this Lease shall not prevent subsequent similar noncompliancefrom being or becoming an event of default. No waiver shall be effective unless
 

 
expressed inwriting signed by the waiving party. No waiver shall affect any condition other than the onespecified in the waiver and then only for the time and in the manner stated. Landlord’s receipt ofany rent or other sums with knowledge of noncompliance with this Lease by Tenant shall not beconsidered a waiver of the noncompliance. No payment by Tenant of a lesser amount than the fullamount then due shall be considered to be other than on account of the earliest amount due. Noendorsement or statement on any check or any letter accompanying any check or payment shall beconsidered an accord and satisfaction, and Landlord may accept any check or payment withoutprejudice to Landlord’s right to recover the balance owing and to pursue any other availableremedies.31. **Leasing Commissions**. Each of Landlord and Tenant represents and warrants to the otherthat it has not dealt with anyone claiming any entitlement to any commission in connection withthis leasing transaction except Solomon Development, LLC representing Landlord, and Colliers TurleyMartin Tucker, representing Tenant (collectively, the “**Brokers**”), who shall be paid by Landlord.Each of Landlord and Tenant agrees to indemnify and hold the other harmless against any loss,liability, damage, cost, or expense (including reasonable attorneys’ fees and costs of litigation),or any claim therefore, for any leasing or other commissions, fees, charges, or payments resultingfrom or arising out of their respective actions in connection with this Lease except as to theBrokers. Landlord shall indemnify and hold Tenant harmless against payment of any leasingcommission due the Brokers in connection with this Lease.32. **Notices**. Any notice may be given by (a) depositing written notice in the United Statesmail, postpaid and certified and addressed to the party at its address under this Lease with returnreceipt requested, or (b) delivering written notice in person or by commercial messenger orovernight private delivery service to the party at its notification address under this Lease.Written notice depositedin the mail in the manner described above shall be effective on the date of delivery. Writtennotice given in person or by commercial messenger or overnight private delivery in the mannerdescribed above shall be effective as of the time of receipt at the destination address asevidenced by a receipt signed by an employee of Tenant or Landlord, as the case may be, by anyconfirmation of delivery provided by the messenger or delivery service. The notification addressesof the parties are specified on the signature page(s) of this Lease. Each party shall have theright to change its address by at least ten (10) days’ prior written notice to the other party.33. **Waiver of Security Interest**. Landlord hereby waives any and all security interests,liens, and other rights and interests, whether granted by statute or otherwise, in and to any andall fixtures, furniture, equipment and other personal property of Tenant. Effective August 26,2009 Landlord and Citibank, N.A., as collateral agent, entered into a Landlord’s Lien Waiver,Access Agreement and Consent, substantially in the form attached hereto as Exhibit H. Assoon as practicable after all of the Lease Contingencies (as defined in Section 35 hereof) havebeen met (or at such earlier time as Tenant may request), Landlord agrees to enter into aLandlord’s Lien Waiver, Access Agreement and Consent, substantially in the form attached hereto asExhibit H, with Citibank, N.A., as collateral agent. As requested by Tenant from time totime, Landlord agrees to execute a document in substantially similar form and substance with anyother lender of Tenant.
 

 
34. **Landlord’s Environmental Representations and Warranties**. As an inducement to Tenant’sexecution of this Lease and the covenants set forth herein, Landlord hereby represents and warrantsto Tenant as of the date hereof: (i) Landlord has no actual notice that any portion of the Propertyis in violation of any Environmental Laws, (ii) with respect to the Property, Landlord has notreceived any written citation, directive, inquiry, notice, order, summons, warning, or othercommunication that relates to (a) Hazardous Substances, or (b) any alleged, actual, or potentialviolation of or failure to comply with any Environmental Laws.35. **Contingency Periods**.     (a) This Lease is contingent upon (i) Landlord’s receipt of all necessarygovernmental approvals with respect to the design and construction of the improvementscontemplated by the Construction Agreement, including, without limitation, approval ofthe Construction Plans, (ii) Landlord’s receipt of all approvals necessary under theDeclaration with respect to the design and construction of the improvements contemplatedby the Construction Agreement, including, without limitation, approval of theConstruction Plans, (iii) Tenant’s approval of the Civil Plans and the December Plans,(iv) Landlord’s ability to obtain satisfactory financing for the construction of thebuilding described in the December Plans (as defined in the Construction Agreement)(collectively, the “Lease Contingencies”), and (v) Avenue Bank’s consent to thisAmended and Restated Lease Agreement. Landlord and Tenant shall use diligent andcommercially reasonable efforts to satisfy the Lease Contingencies.     (b) Tenant shall have the right to terminate this Lease if the Lease Contingencieshave not been satisfied on or before January 31, 2010. Tenant must exercise suchtermination right, if at all, by delivering to Landlord written notice thereof on orbefore February 15, 2010.     (c) Landlord shall have the right to terminate this Lease if either (1) the LeaseContingencies described in clauses (i), (ii) or (iv) of Subsection 35(a) hereof have notbeen satisfied on or before January 31, 2010, or (2) the Lease Contingency described inclause (iii) of Subsection 35(a) hereof has not been satisfied on or before December 22,2009. Landlord must exercise such termination right, if at all, by delivering to Tenantwritten notice thereof on or before the fifteenth (15th) day after theapplicable Lease Contingency(ies) deadline.     (d) In the event this Lease is terminated pursuant to Subsection 35(b) or 35(c) hereof (butnot pursuant to any other provision of this Lease), then, effective immediately upon suchtermination and without further action by either Landlord or Tenant, this Amended and RestatedLease Agreement (and the Amended and Restated Construction Agreement attached hereto as ExhibitC) shall be of no further force and effect and the Original Lease (and the ConstructionAgreement attached to the Original Lease) shall be reinstated as the Lease Agreement (and theConstruction Agreement) between Landlord and Tenant. Upon request of either party hereto, the otherparty hereto will execute and deliver written confirmation of such termination and thereinstatement of such agreements.
 

 
36. **Subdivision of Airpark Parcel**. Landlord shall have the right, but not the obligation,to subdivide the Airpark Parcel at any time during the Term. Such subdivision may result in theLand being a separate parcel from the rest of the Airpark Parcel. In the event that Landlorddetermines to subdivide the Airpark Parcel, (a) Landlord may take all actions consistent with suchsubdivision, including the creation of access, drainage, or utility easements benefiting orburdening the Land, (b) Landlord may enter into and record agreements relating to such easements,and (c) Tenant agrees to cooperate with Landlord’s reasonable requests in connection with suchsubdivision and such easements and easement agreements; provided, however, that such subdivisionand such easements and easement agreements shall not materially and adversely affect Tenant’srights or obligations under this Lease, its use or occupancy of the Property, or its ingress oregress to the Property; provided further that Tenant shall not be required to expend any funds inconnection with such subdivision, easements or easement agreements. Landlord shall comply with allreasonable requests of Tenant and/or any mortgagee of Tenant for information relating to suchsubdivision and execute any documentation reasonably necessary to confirm such mortgagee’sleasehold mortgage. Notwithstanding the foregoing, in no event shall Landlord grant any accessrights through the Property.37. **Miscellaneous**.     (a) If requested by Landlord, Tenant shall furnish appropriate evidence of the validexistence and good standing of Tenant and the authority of any parties signing this Leaseto act for Tenant. If requested by Tenant, Landlord shall furnish appropriateevidence of the valid existence and good standing of Landlord and the authority ofany parties signing this Lease to act for Landlord.     (b) This document embodies the entire contract between the parties, and supersedesall prior agreements and understandings between the parties related to the Property,including all lease proposals, letters of intent, and similar documents. Allrepresentations, warranties, or agreements of an inducement nature, if any, are mergedwith, and stated in this document. This Lease may be amended only by a writteninstrument executed by both Landlord and Tenant.     (c) The relationship created by this Lease is that of landlord and tenant. Landlordand Tenant are not partners or joint ventures, and neither has any agency powers onbehalf of the other. Except as provided herein or in the Construction Agreement, Tenantis not a beneficiary of any other contract or agreement relating to the Property to whichLandlord may be a party, and Tenant shall have no right to enforce any such othercontract or agreement on behalf of itself, Landlord, or any other party.     (d) No consent or approval by Landlord shall be effective unless given in writingsigned by Landlord or its duly authorized representative. Any consent or approval byLandlord shall extend only to the matter specifically stated in writing.     (e) Whenever this Lease requires Landlord’s consent to or approval of any item,Landlord shall not unreasonably withhold, condition or delay such consent or approval.
 

 
     (f) The captions appearing in this Lease are included solely for convenience andshall never be given any effect in construing this Lease.     (g) This Lease is being executed in multiple counterparts, each of which shall beconsidered an original for all purposes.     (h) If any provision of this Lease is invalid or unenforceable, the remainder ofthis Lease shall not be affected. Each separate provision of this Lease shall be validand enforceable to the fullest extent permitted by law.     (i) This Lease binds not only Landlord and Tenant, but also their respective heirs,personal representatives, successors, and assigns (to the extent assignment is permittedby this Lease).     (j) This Lease is governed by the laws of the state of Tennessee.     (k) All references to “**Business Days**” in this Lease shall refer to days thatnational banks are open for business in the city where the Property is located. Time isof the essence of this Lease.     (l) All references to “**Mortgage(s)**” in this Lease shall include deeds of trust,deeds to secure debt, other security instruments. All references to “**Mortgagee(s)**” inthis Lease shall include trustees, secured parties, and other parties holding anylien, security, or other interest in the Property pursuant to any mortgage.     (m) Any liability or obligation of Landlord or Tenant arising during or accruingwith respect to the Term shall survive the expiration or earlier termination of thisLease, including without limitation, obligations and liabilities relating to (i) thefinal adjustment of estimated installments of Additional Rent to actual Additional Rentowed, (ii) the condition of the Property or the removal of Tenant’s property, and (ii)indemnity and hold harmless provisions of this Lease.     (n) Tenant agrees not to record this Lease. Tenant may record a memorandum of thisLease in a form approved by Landlord in writing prior to recording provided Tenant paysall taxes, recording fees, or other governmental charges incident to such recording. Thememorandum shall not disclose the rent payable under this Lease and shall expresslyprovide that it shall be of no further force or effect after the last day of the Term oron filing by Landlord of an affidavit that this Lease has expired or been terminated.     (o) Landlord has delivered a copy of this Lease solely for Tenant’s review, and suchdelivery does not constitute an offer to Tenant or an option reserving the Property.This Lease shall not be effective until a counterpart executed by both Landlord andTenant is delivered by Landlord to Tenant.[Remainder of page intentionally left blank]
 

 
     IN WITNESS WHEREOF, the parties have caused this Lease to be executed pursuant to authorityduly given as of the day and year first above written.      **TENANT:**