Unassociated Document


    EXECUTION
      VERSION

     

     

     

    LEASE
      AGREEMENT

     

    dated
      as
      of December 28, 2007

     

     

    between

     

    CITIBANK
      INTERNATIONAL PLC
      (PARIS
      BRANCH)

     

    as
      Lessor,

     

    and

     

    DRESSER-RAND
      S.A.

     

    as
      Lessee

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Lease
        Agreement

       

    

    TABLE
      OF
      CONTENTS

    (Not
      a
      part of the Lease Agreement)

     

    
      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS; RULES OF CONSTRUCTION

              	
                1

              
	 	 
	
                ARTICLE
                  II PROPERTY

              	
                2

              
	
                Section
                  2.01Lease
                  of Property.

              	
                2

              
	
                Section
                  2.02Use
                  of Property.

              	
                3

              
	
                Section
                  2.03Quiet
                  Enjoyment.

              	
                4

              
	
                Section
                  2.04Construction.

              	
                5

              
	 	 
	
                ARTICLE
                  III TERM

              	
                5

              
	
                Section
                  3.01Term.

              	
                5

              
	
                Section
                  3.02Extended
                  Term.

              	
                5

              
	
                Section
                  3.03 [Intentionally Omitted.].

              	
                6

              
	
                Section
                  3.04Early
                  Termination.

              	
                6

              
	
                Section
                  3.05Non-Terminability.

              	
                6

              
	
                Section
                  3.06Purchase
                  Option.
                  At any time during the Lease Term, the Lessee shall have the rights
                  set
                  forth in Section 6.04 of the Participation Agreement.

              	
                7

              
	 	 
	
                ARTICLE
                  IV RENT

              	
                7

              
	
                Section
                  4.01Fixed
                  Rent.

              	
                7

              
	
                Section
                  4.02Additional
                  Rent.

              	
                8

              
	
                Section
                  4.03Late
                  Payments.

              	
                8

              
	
                Section
                  4.04Payments.

              	
                8

              
	
                Section
                  4.05Payments
                  by the Lessee.

              	
                8

              
	
                Section
                  4.06Other
                  Payments.

              	
                9

              
	
                Section
                  4.07Payments
                  During the Interim Term.

              	
                9

              
	 	 
	
                ARTICLE
                  V ALTERATIONS

              	
                9

              
	
                Section
                  5.01Alterations;
                  Removal.

              	
                9

              
	 	 
	
                ARTICLE
                  VI CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                  LESSEE

              	 
	
                Section
                  6.01Covenants
                  Generally.

              	
                11

              
	
                Section
                  6.02Compliance
                  with Laws.

              	
                11

              
	
                Section
                  6.03Authorization
                  of Lessee.

              	
                11

              
	
                Section
                  6.04Certain
                  Agreements.

              	
                11

              
	
                Section
                  6.05Insurance.

              	
                12

              
	
                Section
                  6.06Maintenance
                  and Repair.

              	
                15

              
	
                Section
                  6.07Inspection
                  Rights.

              	
                16

              
	
                Section
                  6.08Assignments,
                  Sublease, Etc.

              	
                17

              
	
                Section
                  6.09Additional
                  Covenants of the Lessee with Respect to the Property.

              	
                18

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    Lease
      Agreement

    

      
        	
                Section
                  6.10 Representations and Warranties of the Lessee.

              	
                19

              
	 	 
	
                ARTICLE
                  VII EVENT OF LOSS

              	
                22

              
	
                Section
                  7.01 Event of Loss Proceeds; Notice.

              	
                22

              
	
                Section
                  7.02 Condemnation or Casualty with Termination.

              	
                24

              
	
                Section
                  7.03 Condemnation or Casualty without Termination.

              	
                24

              
	
                Section
                  7.04 Temporary Condemnation or Lease Termination.

              	
                26

              
	
                Section
                  7.05 Environmental Event Without Termination.

              	
                26

              
	
                Section
                  7.06 Termination Upon Environmental Trigger.

              	
                27

              
	
                Section
                  7.07 Lessee's Actions to Remediate, Etc.

              	
                27

              
	
                Section
                  7.08 Environmental Compliance.

              	
                28

              
	
                Section
                  7.09 Right to Terminate.

              	
                28

              
	 	 
	
                ARTICLE
                  VIII EVENTS OF DEFAULT

              	
                28

              
	
                Section
                  8.01 Termination Rights.

              	
                28

              
	
                Section
                  8.02 Possession Without Prejudice.

              	
                29

              
	
                Section
                  8.03 General Remedies Upon an Event of Default.

              	
                29

              
	
                Section
                  8.04 Continuing Rights.

              	
                29

              
	
                Section
                  8.05 Additional Rights.

              	
                31

              
	 	 
	
                ARTICLE
                  IX SURRENDER

              	
                32

              
	
                Section
                  9.01 Return of Property.

              	
                32

              
	
                Section
                  9.02 Condition; No Liens.

              	
                32

              
	
                Section
                  9.03 Environmental Compliance.

              	
                33

              
	
                Section
                  9.04 Removal of Other Property.

              	
                33

              
	
                Section
                  9.05 Return Conditions.

              	
                33

              
	
                Section
                  9.06 Survival.

              	
                35

              
	 	 
	
                ARTICLE
                  X TAX MATTERS

              	
                36

              
	
                Section
                  10.01 Property Charges.

              	
                36

              
	
                Section
                  10.02 Certain Contest Rights.

              	
                36

              
	 	 
	
                ARTICLE
                  XI MISCELLANEOUS

              	
                37

              
	
                Section
                  11.01 Notices.

              	
                37

              
	
                Section
                  11.02 No Default Certificate.

              	
                37

              
	
                Section
                  11.03 Severability.

              	
                37

              
	
                Section
                  11.04 Binding Effect.

              	
                38

              
	
                Section
                  11.05 Applicable Law.

              	
                38

              
	
                Section
                  11.06 No Recourse.

              	
                38

              
	
                Section
                  11.07 Lessor's Right to Cure Lessee's Default.

              	
                38

              
	
                Section
                  11.08 Lessee's Right to Contest Property Taxes.

              	
                39

              
	
                Section
                  11.09 Limitations on Amounts Payable.

              	
                39

              
	
                Section
                  11.10 Amendments.

              	
                39

              
	
                Section
                  11.11 Remaining Moneys.

              	
                39

              
	
                Section
                  11.12 Jurisdiction of French Courts; Election of
                  Domicile.

              	
                40

              
	
                Section
                  11.13 Agent.

              	
                40

              
	
                Section
                  11.14 Other Matters.

              	
                40

              
	 	 
	
                EXHIBIT
                  A - Description of the Land

              	 


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    Lease
      Agreement


    LEASE
      AGREEMENT dated as of December 28, 2007 (the "Lease
      Agreement")
      between Citibank
      International PLC (Paris Branch), a finance institution established under the
      laws of England and qualified in France as a credit establishment of the
      European Economic Area (the "Lessor"),
      having its registered office at Citigroup Centre, Canada Square, London E145
      LB
      England, acting through its French branch at Citicenter, 19 Le Parvis, 92800
      Puteaux, France and Dresser-Rand
      S.A. (France), a French société
      anonyme,
      having
      its registered office 31 boulevard Winston Churchill, 76600 Le Havre, France,
      registered with the Commercial and Companies Register of Le Havre under No.
      562 060 269 (the "Lessee").
      The
      Exhibits referred to in this Lease Agreement are hereby incorporated by
      reference herein.

     

    Preliminary
      Statement

     

    A. As
      contemplated by the Agreement Authorizing the Temporary Occupation of Land
      in
      the Public Domain (the "Ground
      Lease"),
      among
      the Autonomous Port of Le Havre (the “Port”),
      the
      Lessor and the Lessee as Ground Lessee, the Lessee will acquire the right to
      occupy (i) the land located in Rogerville and Oudalle, in the local
      government district of Le Havre (76600) and more particularly described in
      Exhibit
      A
      attached
      hereto (the "Land")
      and
      (ii) the right to construct the Facility on the Land.

     

    B. As
      contemplated by the Sub-Ground lease (the "Sub-Ground
      Lease"),
      dated
      as of the date hereof, among the Lessee as Sub-Ground Lessor and the Lessor
      as
      Sub-Ground Lessee, the Lessor will acquire the right to occupy the Land and
      the
      right to construct the Facility on the Land.

     

    C. The
      Lessor and the Lessee desire to enter into the Lease Agreement as set forth
      herein in connection with the transactions contemplated by the Participation
      Agreement dated as of December [ ], 2007 between the Lessee, the Lessor,
      the Note Holders named therein and Citicorp North America, Inc. as Agent (the
      "Participation
      Agreement").

     

    NOW,
      THEREFORE, the parties do hereby agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS;
      RULES OF CONSTRUCTION

     

    As
      used
      in this Lease Agreement, terms defined in the preceding paragraphs or in other
      sections of this Lease Agreement have the meanings
      specified therein, and capitalized terms used herein and in the Exhibits hereto
      and not otherwise defined herein shall have the meanings set forth in Appendix
      A
      to the Participation Agreement. In addition, the rules of construction set
      forth
      in Part II of Appendix A to the Participation Agreement shall apply to this
      Lease Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Lease
      Agreement

     

    ARTICLE
      II

     

    PROPERTY

     

    Section
      2.01 Lease
      of Property.

     

    (a) Subject
      to the terms and conditions contained in this Lease Agreement, the Lessor hereby
      agrees to lease the Property to the Lessee for the Lease Term and the Lessee
      hereby agrees to lease the Property from the Lessor for the Lease
      Term.

     

    (b) The
      Property is leased to the Lessee subject to:

     

    (i) all
      applicable Legal Requirements;

     

    (ii) all
      applicable Insurance Requirements;

     

    (iii) Permitted
      Encumbrances (including the Security Documents); and

     

    (iv) all
      terms, covenants and provisions of the Ground Lease, this Lease Agreement and
      the other Operative Documents.

     

    (c) The
      Lessee has examined the Property and title thereto and has found the same
      satisfactory for all purposes of this Lease Agreement and accepts the same
      AS
      IS, WHERE IS, WITH ALL FAULTS. The Lessee hereby assumes for the Lease Term,
      subject to the Construction Period Funding Requirements, all of the obligations
      of the Lessor as Sub-Ground Lessee under the Sub-Ground Lease. 

     

    (d) THE
      LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT
      TO
      THE PROPERTY, ANY FIXTURE OR OTHER ITEM CONSTITUTING OR TO CONSTITUTE A PORTION
      THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY,
      SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY
      THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS
      TO
      THE COMPLIANCE THEREOF WITH APPLICABLE LEGAL REQUIREMENTS, OR, SUBJECT TO
      SECTION 2.01(f), AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR
      OTHERWISE, IT BEING AGREED THAT, SUBJECT TO THE PROVISIONS OF SECTION 9.14
      OF
      THE PARTICIPATION AGREEMENT, ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY
      THE
      LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY,
      ANY FIXTURE OR ANY OTHER ITEM OR PART CONSTITUTING OR TO CONSTITUTE A PORTION
      THEREOF, WHETHER PATENT OR LATENT, OR, EXCEPT AS SET FORTH IN
      SECTION 2.01(f), LESSOR'S TITLE TO ANY OF THE SAME, THE LESSOR SHALL HAVE
      NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS
      SECTION 2.01(d) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION
      AND NEGATION OF ANY AND ALL OBLIGATIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS
      OR IMPLIED, BY THE LESSOR WITH RESPECT TO THE PROPERTY, ANY FIXTURE OR ANY
      OTHER
      ITEM OR PART CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO ARTICLE
      1719 (OTHER THAN ARTICLE 1719 - 1) THROUGH 1721, INCLUSIVE AND ARTICLE 1724
      OF
      THE FRENCH CIVIL CODE OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT (OTHER THAN
      WITH RESPECT TO LESSOR LIENS).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      Lease
        Agreement

       

    

    (e) For
      so
      long as no Event of Default has occurred and is continuing, the Lessor hereby
      constitutes the Lessee as the agent and attorney-in-fact (mandataire)
      of the
      Lessor for the purpose of exercising and enforcing, and with full right, power
      and authority to exercise and to enforce, to the exclusion of the Lessor and
      all
      Persons claiming through or under the Lessor, all of the right, title and
      interest of the Lessor in, under and to all manufacturer's warranties in respect
      of the Facility and all warranties and guaranties under the Construction Agency
      Agreement. The Lessor shall, upon the Lessee's request and expense (subject
      to
      the Construction Period Funding Requirement), execute and deliver any
      instruments and take such other action as may be reasonably requested by the
      Lessee to enable the Lessee to enforce such rights.

     

    (f) Notwithstanding
      Section 2.01(d), the Lessor represents and warrants on the date hereof that
      on
      the date hereof it has whatever interest in the Land that was conveyed to it
      by
      the Lessee as Sub-Ground Lessor pursuant to the Sub-Ground Lease, subject to
      no
      Lessor Liens, provided
      that the
      Lessor makes no representation or warranty as to the effectiveness, legality
      or
      enforceability of the Ground Lease and Sub-Ground Lease or as to any interest
      the Lessee has in the Land.

     

    Section
      2.02 Use
      of
      Property. 

     

    The
      Lessee shall not use the Property for any purpose other than its Intended Use.
      The Lessee covenants that it will cause the Facility and any Alterations at
      all
      times to be located on the Land or on property adjacent to the Land which is
      necessary for the construction, ownership and leasing of the Facility and so
      long as the Lessee has acquired all necessary servitudes, easements,
      rights-of-way or other real property interest therefor; provided
      that the
      foregoing restriction on the location of the Facility and Alterations shall
      not
      apply to Alterations or Facility that have been removed or replaced in
      accordance with the terms of this Lease Agreement and the other Operative
      Documents.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

      Lease
        Agreement

       

    

    Section
      2.03 Quiet
      Enjoyment.  

     

    (a) During
      the Lease Term, the Lessor covenants that, unless an Event of Default has
      occurred and is continuing, it will not, and will not permit any Person (other
      than the Lessee) claiming by or under the Lessor to interfere with the peaceful
      and quiet possession and enjoyment of the Property by the Lessee; provided,
      however,
      that
      nothing contained herein is intended to limit (i) the Lessor's rights under
      Section 6.07 or (ii) the terms, covenants and provisions of the Ground
      Lease and Sub-Ground Lease.

     

    (b) Subject
      to the immediately succeeding sentence, the Lessor will not, and will not permit
      any party claiming by, through or under the Lessor (subject to the terms,
      covenants and provisions of the Ground Lease and Sub-Ground Lease) to assign,
      transfer, lease, convey or encumber the Property or this Lease Agreement, or
      any
      part thereof or interest therein. The foregoing restriction will not apply
      to
      (i) removal of the Alterations by the Lessee to the extent permitted under
      this Lease Agreement, or (ii) any assignment, transfer or conveyance of the
      Property (or any portion thereof) or this Lease Agreement expressly permitted
      under, and in accordance with the provisions of, the Gound Lease and the other
      Operative Documents. In addition, the Lessor will not create, assume or suffer
      to exist any Lessor Liens on or against the Property or any part thereof or
      any
      interest therein.

     

    (c) The
      Lessor, at the Lessee's sole cost and expense (subject to the Construction
      Period Funding Requirement), shall cooperate or assist with Lessee's efforts
      to
      obtain all services, Permits and contracts necessary and useful for the
      occupation, operation and maintenance of the Property for the Intended Use,
      and
      the Lessor shall use reasonable efforts to execute such documents or papers
      as
      may be reasonably necessary for such purposes. The Lessee covenants that it
      will
      (subject to the Construction Period Funding Requirement) at its own cost and
      expense on behalf of and in the name of the Lessor and/or the Lessee, as
      applicable, apply for, obtain and maintain all Permits required in order to
      permit the lawful occupation and use of the Property by the Lessor and/or the
      Lessee during the Lease Term, subject to Section
      10.02 

     

    (d) Any
      failure by the Lessor or any other Person claiming by, through or under the
      Lessor to comply with the foregoing provisions of this Section 2.03 or any
      other provisions of this Lease Agreement will not give the Lessee any right
      to
      cancel or terminate this Lease Agreement, or to abate, reduce or make deduction
      from or offset against any Fixed Rent, Additional Rent or other sum payable
      under this Lease Agreement, or to fail to perform or observe any other covenant,
      agreement or obligation hereunder.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

      Lease
        Agreement

       

    

    Section
      2.04 Construction. 

     

    The
      Lessee has entered into the Construction Agency Agreement with the Lessor
      pursuant to which the Lessee, as Construction Agent, has agreed to construct
      and/or install or cause to be constructed and/or installed the Facility.


     

    ARTICLE
      III

     

    TERM 

     

    Section
      3.01 Term. 

     

    The
      Property is leased for (a) an interim term (the "Interim
      Term")
      which
      will commence on the date of entry into effect of the Sub-Ground Lease and
      will
      terminate on the Completion Date and (b) a base term (the "Base
      Term")
      which
      will commence on the Completion Date and will terminate on the Base Term
      Expiration Date or such earlier date as this Lease Agreement shall be terminated
      pursuant to any provision hereof or any other Operative Document; provided,
      however,
      that
      this Lease Agreement may be extended for an Extension Term pursuant to
      Section 3.02.

     

    Section
      3.02 Extended
      Term.  

     

    (a) Subject
      to Section 5.07 of the Participation Agreement and so long as this Lease
      Agreement has not otherwise been terminated, the Lessee may request, by written
      notice (the "Lease
      Extension Request")
      given
      to the Agent at least fifteen (15) months prior
      to
      the Base Term Expiration Date or the Renewal Term Expiration Date, an extension
      of this Lease Agreement for an additional period or periods of a duration or
      durations to be agreed upon (each, an "Extension
      Term"),
      provided
      that
      such Extension Term may not exceed the term of the Sub-Ground Lease. If the
      Lessee requests an Extension Term, then at least thirteen (13)
      months prior
      to
      the Base Term Expiration Date or the applicable Renewal Term Expiration Date,
      the Agent, the Lessor and the Lessee will determine the Applicable Rate for
      such
      Extension Term, consistent with the terms outlined below in this
      Section 3.02, will arrange for the appropriate parties to enter into
      amendments and supplements to the Operative Documents and such other agreements
      as may be necessary and appropriate in connection therewith including, delivery
      to the Agent of an Appraisal of the Property (satisfactory in form and substance
      to the Agent in its sole discretion). Fixed Rent during any Extension Term
      will
      be paid monthly in arrears, and may include (if required by the Note Holders
      and/or the Lessor) an annual amount (payable annually in arrears) to be applied
      in a manner acceptable to (i) each Note Holder, to the outstanding
      principal amount of the Notes, and (ii) the Lessor, to the outstanding
      Investments, such annual amount to be based on an amortization schedule
      determined by reference to the Appraisal described above and acceptable to
      the
      Note Holders, the Lessor and the Lessee in their sole discretion. If the Lessee
      or the Lessor does not accept the terms of any such Extension Term, the Lessee
      or the Lessor may reject the Extension Term and the Lessee shall then elect
      either option provided in Section 6.06 of the Participation
      Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      Lease
        Agreement

       

    

    (b) All
      costs
      and expenses incurred by the Lessor in connection with the provisions of this
      Section 3.02, including the costs of documenting such amendments and
      supplements to the Operative Documents and reasonable legal fees and expenses,
      shall be borne by the Lessee.

     

    Section
      3.03 [Intentionally Omitted.].

     

    Section
      3.04 Early
      Termination. 

     

    The
      Lease
      Term will end, if earlier than the Maturity Date, in accordance with the
      applicable provisions of this Lease Agreement and the Participation Agreement,
      but there will be no abatement, reduction, adjustment or other change in Fixed
      Rent payable pursuant to this Lease Agreement prior to such termination, except
      as otherwise expressly provided in this Lease Agreement or the Participation
      Agreement.

     

    Section
      3.05 Non-Terminability.  

     

    (a) Subject
      to the other provisions of this Lease Agreement, the Lessee irrevocably
      undertakes to pay Fixed Rent and/or Additional Rent hereunder in all
      circumstances whatsoever and any present or future law to the contrary
      notwithstanding, this Lease Agreement will not terminate, nor will the Lessee
      be
      entitled to any abatement, reduction, set-off, counterclaim, defense or
      deduction with respect to any Fixed Rent or any Additional Rent payable
      hereunder.  The obligations of the Lessee will not be affected by
      reason of: (i) any damage to or destruction of the Property or any part
      thereof by any cause whatsoever (including by Casualty or Force Majeure);
      (ii) any Condemnation (including a temporary Condemnation of the Property
      or any part thereof); (iii) any prohibition, limitation, restriction or
      prevention of the Lessee's use, occupancy or enjoyment of the Property or any
      part thereof by any Person; (iv) any matter affecting title to the Property
      or any part thereof; (v) any eviction of the Lessee from, or loss of
      possession by the Lessee of, the Property or any part thereof, for any reason;
      (vi) any default by the Lessor hereunder or under any other Operative
      Document, including without limitation, a breach of any representation or
      covenant of the Lessor under the Operative Documents; (vii) the invalidity
      or unenforceability of any provision hereof or under any Operative Document
      or
      the impossibility or illegality of performance by the Lessor or the Lessee
      or
      both; (viii) any action of any Governmental Authority; or (ix) any
      other cause or occurrence whatsoever, whether similar or dissimilar to the
      foregoing. Nothing in this Section 3.05 shall constitute a waiver of, or
      otherwise affect, any claim, action or right the Lessee may have against any
      Person other than claims contrary to the foregoing. The parties intend that
      the
      obligations of the Lessee hereunder will continue unaffected unless such
      obligations will have been modified or terminated pursuant to an express
      provision of this Lease Agreement or the Participation Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

      Lease
        Agreement

       

    

    (b) To
      the
      extent permitted under applicable Law, the Lessee will remain obligated under
      this Lease Agreement in accordance with its terms and will not take any action
      to terminate, rescind or avoid this Lease Agreement (except, with respect to
      termination, as provided herein or in any other Operative Document),
      notwithstanding any bankruptcy, insolvency (including any state of cessation
      de paiements),
      reorganization, liquidation, winding-up, dissolution or other proceeding
      affecting the Lessor or any action with respect to this Lease Agreement which
      may be taken by any receiver or liquidator or by any court (including any
      judgement for sauvegarde,
      redressement
      judiciaire or
      liquidation
      judiciaire under
      articles L.620-1 to L.670-8 of the French Code
      de Commerce).
      Except
      as set forth in Section 3.05(a) or 2.03(d) or as expressly permitted in
      this Lease Agreement or the Participation Agreement, the Lessee waives all
      rights to terminate or surrender this Lease Agreement, or to any abatement
      or
      deferment of Fixed Rent and Additional Rent. The Lessee hereby waives any and
      all rights now or hereafter conferred by Law or otherwise to modify or to avoid
      strict compliance with its obligations under this Lease Agreement. All payments
      made to or for the benefit of the Lessor hereunder as required hereby will
      be
      final, and the Lessee will not seek to recover any such payment or any part
      thereof for any reason whatsoever, absent manifest error.

     

    Section
      3.06 Purchase
      Option.
      At any
      time during the Lease Term, the Lessee shall have the rights set forth in
      Section 6.04 of the Participation Agreement.

     

    ARTICLE
      IV

     

    RENT

     

    Section
      4.01 Fixed
      Rent. 

     

    The
      Lessee shall pay to the Lessor fixed rent ("Fixed
      Rent")
      commencing on the first Payment Date of the Base Term and on each Payment Date
      thereafter and ending on the last day of the Lease Term in an amount equal
      to
      the sum of (i) the aggregate amount of interest payable by the Lessor on
      such Payment Date on the outstanding principal amount of the Notes, as the
      amount of such interest is calculated in accordance with Section 5.01 of
      the Participation Agreement, plus
      (ii) the aggregate amount of Distributions payable by the Lessor on such
      Payment Date on the outstanding Investments, as the amount of such Distributions
      is calculated in accordance with Section 5.01 of the Participation
      Agreement, plus
      (iii) during any Extension Term, any other amounts to be paid on any
      Payment Date in accordance with Section 3.02 and the amendments and
      supplements to the Operative Documents delivered pursuant to Section 3.02;
      provided,
      however,
      that
      (x) Fixed Rent for the last Payment Date during the first calendar year of
      the
      Base Term shall be reduced by $1,000, which amount shall be capitalized into
      the
      Investments, raising the amount of outstanding Investments by $1,000; (y) Fixed
      Rent the first Payment Date during the second calendar year of the Base Term
      shall be increased by $1,500 which amount shall be applied to reduce the
      outstanding Investments by $1,500; and (z) Fixed Rent for the Payment Date
      immediately following the Payment Date described in clause (y) above shall
      be
      reduced by $ 500, which amount shall be capitalized into the Investments,
      raising the amount of outstanding Investments by $500.

     

    
      
        
        

      

      
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    Section
      4.02 Additional
      Rent. 

     

    During
      the Lease Term, the Lessee shall pay to the Lessor the Additional Rent in the
      amounts determined in accordance with (and at the times required under) the
      Operative Documents. The Lessor shall give the Lessee written notice of any
      such
      Additional Rent due hereunder promptly after it has knowledge of such Additional
      Rent, and will use reasonable efforts to notify the Lessee in advance of the
      due
      date and amount of such Additional Rent; provided,
      that
      failure to give such prompt notice will not relieve the Lessee of its obligation
      to pay such Additional Rent, subject to, as applicable, the Lessee's rights,
      if
      any, under Section 10.02. Additional Rent will be due and payable within
      ten (10) days after written demand therefor (unless a shorter or longer period
      of time is required by the other Operative Documents). Each such demand for
      Additional Rent shall be accompanied by certificates of the Note Holder or
      the
      Lessor (as applicable) requesting such amounts establishing the basis therefor
      in accordance with the Participation Agreement to the extent such Additional
      Rent is payable to a Note Holder or the Lessor (as applicable).

     

    Section
      4.03 Late
      Payments. 

     

    The
      Lessee shall pay to the Lessor, on demand, interest at the Default Rate on
      all
      amounts payable by it to the Lessor hereunder from the due date thereof until
      paid in full.

     

    Section
      4.04 Payments. 

     

    All
      Fixed
      Rent payable hereunder will be paid in immediately available funds on the
      applicable Payment Date or, in the case of Additional Rent, on the date when
      due, unless any such due date is not a Business Day, in which case payment
      will
      be due and payable on the next succeeding Business Day, at the Agent's address
      as set forth in Schedule I to the Participation Agreement, or at such other
      address or to such other Person as the Lessor (subject to Section 4.05)
      from time to time may designate to the Lessee by written instructions (so long
      as such instructions do not require the Lessee to make any payment due on any
      date to more than one Person). All amounts payable hereunder by the Lessee
      shall
      be paid in U.S. Dollars by 1:00 P.M. (New York City time) on the date
      described in the preceding sentence.

     

    Section
      4.05 Payments
      by the Lessee.  

     

    (a) Notwithstanding
      anything to the contrary contained herein (including Section 4.04) or in
      the Operative Documents, any payment required to be made by the Lessee to the
      Lessor shall, so long as the Lessee has not been notified in writing by the
      Agent that the Participation Agreement shall have terminated, be made directly
      to, or at the direction of, the Agent (which direction may change from time
      to
      time, so long as such direction does not require the Lessee to make any payment
      due on any date to more than one Person), for application in accordance with
      the
      terms of the Operative Documents.

     

    
      
        
        

      

      
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    (b) All
      payments made by the Lessee to or at the direction of the Agent in accordance
      with this Section 4.05 shall be deemed to have been applied by the Agent to
      the purposes for which such payments were made in accordance with the terms
      of
      the Operative Documents. Upon delivery by the Lessee of good funds to the Agent
      in any such case, the Lessee's payment obligations in the particular instance
      shall be deemed satisfied to the extent of the funds so furnished.

     

    Section
      4.06 Other
      Payments. 

     

    Except
      as
      otherwise provided in this Lease Agreement (including Section 4.07) or the
      other Operative Documents, the Lessee shall perform all of its obligations
      under
      this Lease Agreement at its sole cost and expense and shall pay, or cause to
      be
      paid, when due and without notice or demand all amounts due
      hereunder.

     

    Section
      4.07 Payments
      During the Interim Term.  

     

    Notwithstanding
      anything to the contrary contained in this Lease Agreement, all amounts payable
      by the Lessee under this Lease Agreement during the Interim Term are subject
      to
      the Construction Period Funding Requirement (other than payments in connection
      with or arising out of a Fully Indemnifiable Event or arising upon or from
      the
      Lessee's election to purchase the Property).

     

    ARTICLE
      V

     

    ALTERATIONS

     

    Section
      5.01 Alterations;
      Removal.  

     

    (a) At
      any
      time, so long as no Event of Default has occurred and is continuing, the Lessee
      may, at its sole cost and expense, make Alterations to the Property or any
      portion thereof; provided,
      however,
      that
      (i) the fair market value of the Property or any portion thereof will not
      be materially reduced by such Alterations; (ii) such Alterations will not
      (1) materially diminish the capacity, utility, efficiency, or remaining
      useful life of the Property or any portion thereof or (2) materially impair
      the Intended Use of the Property; and (iii) such work will be completed in
      a good and workmanlike manner free and clear of any Liens for labor, services
      or
      materials (other than Permitted Encumbrances) and in compliance in all material
      respects with all applicable Legal Requirements and in compliance with all
      Insurance Requirements. Notwithstanding the foregoing, the Lessee shall, at
      its
      sole cost and expense, make all Alterations required to be made by any Legal
      Requirements, Insurance Requirements or required for compliance with
      Section 6.06, subject to the Lessee's rights to contest pursuant to Section
      10.02.

     

    
      
        
        

      

      
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    (b) All
      Alterations will become a part of the Facility and title thereto will vest
      in
      the Lessor (free and clear of all Liens, except Permitted Encumbrances) subject
      to the right of the Lessee to remove such Alterations and retain title thereto
      as provided hereunder.

     

    (c) So
      long
      as no Event of Default has occurred and is continuing and no Termination Notice
      has been delivered pursuant to the terms hereof, the Lessee will be permitted
      at
      any time during, or upon the expiration or termination of, the Lease Term,
      and
      at its sole cost and expense, to remove any Alterations in accordance with
      Prudent Industry Practice; provided,
      however,
      that,
      such removal will not (when considered, as applicable, with any replacement
      thereof) (i) materially impair the Intended Use or materially reduce the
      fair market value of the Property or any portion thereof; (ii) materially
      diminish the capacity, efficiency, utility or remaining useful life of the
      Property or any portion thereof below the capacity, efficiency, utility or
      expected useful life prior to the Alteration; or (iii) cause a violation of
      any Legal Requirement or Insurance Requirement. Any damage to the Property
      or
      any portion thereof caused by such removal will promptly be repaired by the
      Lessee and the Property (and each and every portion thereof) will be restored
      to
      the condition (or the equivalent thereof) as it existed immediately prior to
      the
      removal of the Alterations, at the Lessee's sole cost and expense.
      Notwithstanding the foregoing, the Lessee shall, at its sole cost and expense,
      remove Alterations if such removal is required by any Legal Requirements and
      shall remove Alterations required for compliance with the provisions of
      Section 6.06. Upon any removal of the Alterations permitted hereunder, the
      Lessor (at the sole cost and expense of the Lessee) shall execute and deliver
      to
      the Lessee such instruments and releases and take such actions as are reasonably
      requested and otherwise cooperate with the Lessee as may be required to convey
      the Alterations to the Lessee free and clear of Lessor Liens and Liens created
      by the Operative Documents or otherwise created or caused by the Lessor (other
      than any Liens created by or through the Lessee), in each case, without
      representation or warranty (expressed or implied) of any kind except that such
      Alterations are free and clear of any Lessor Liens or Lien created by the
      Operative Documents or otherwise created or caused by the Lessor (other than
      any
      Liens created by or through the Lessee).

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    CERTAIN
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSEE

     

    Section
      6.01 Covenants
      Generally. 

     

    The
      Lessee covenants and agrees that so long as this Lease Agreement shall remain
      in
      effect or any amounts owed by the Lessee under any Operative Document shall
      remain unpaid, it shall comply with the provisions of this
      Article VI.

     

    Section
      6.02 Compliance
      with Laws. 

     

    Subject
      to the Lessee's right to contest pursuant to Section 10.02, the Lessee
      shall, at the Lessee's sole cost and expense (subject to the Construction Period
      Funding Requirement), comply and cause the Property to comply, in all material
      respects, with all Legal Requirements.

     

    Section
      6.03 Authorization
      of Lessee. 

     

    With
      respect to the Property, the Lessee shall, at the Lessee's sole cost and expense
      (subject to the Construction Period Funding Requirement), and (unless an Event
      of Default has occurred and is continuing or a Termination Notice has been
      delivered hereunder and the Lessor has revoked such authority) is hereby
      exclusively authorized by the Lessor to, fully and promptly keep, observe,
      perform and satisfy, on behalf of the Lessor, any and all obligations,
      conditions, covenants and restrictions of or on the Lessor with respect to
      the
      Property or on the Property, including the obligations of Lessor under the
      Sub-Ground Lease, the Construction Agency Agreement, all Facility Agreements
      and
      material contracts involving the Property or any portion thereof so that there
      will be no event of default thereunder and in a manner so that the other parties
      thereto would not be relieved of performing their obligations thereunder in
      any
      material respect or be entitled to exercise remedies that would result in a
      forfeiture of the benefits held by the Lessor under such agreements, and the
      Lessor, at the Lessee's sole cost and expense, shall cooperate or assist the
      Lessee in connection therewith and execute such documents and papers as may
      be
      reasonably necessary in connection therewith.

     

    Section
      6.04 Certain
      Agreements.  

     

    (a) THE
      PARTIES AGREE THAT THE LESSOR IS NOT AND SHALL NOT BE LIABLE TO ANY PARTY
      FURNISHING LABOR, SERVICES OR MATERIALS TO THE CONSTRUCTION AGENT, OR TO ANYONE
      HOLDING OR POSSESSING THE PROPERTY OR ANY PORTION THEREOF THROUGH OR UNDER
      THE
      LESSEE, AND THAT NO MECHANIC'S OR OTHER SIMILAR STATUTORY LIENS OR PRIVILEGES
      FOR ANY LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE LESSOR'S
      INTEREST IN THE PROPERTY OR ANY PORTION THEREOF, EXCEPT FOR PERMITTED
      ENCUMBRANCES.

     

    
      
        
        

      

      
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    (b) The
      Lessor agrees that the Lessee during the Lease Term shall have the exclusive
      right (unless the Lessor has revoked such right as a result of the occurrence
      and continuance of an Event of Default) to secure subdivision approvals, site
      plan approvals, zoning variances and all Permits and to grant utility easements
      or other similar easements in connection therewith necessary or desirable for
      the development, use, storage, operation, maintenance or condition of the
      Property, the Facility or any portion thereof; provided
      that the
      fair market value, marketability or use of the Property, the Facility or any
      portion thereof is not materially reduced by any such action. The Lessor agrees
      to execute such documents and take all other actions as are reasonably
      requested, and otherwise cooperate with the Lessee, in connection with the
      matters described above; provided,
      however,
      that,
      subject to Section 4.07, all costs and expenses incurred by the Lessor in
      connection therewith shall be borne by the Lessee and that the Lessor shall
      not
      be required to execute any documents which would, in the reasonable opinion
      of
      the Agent (i) subject the Lessor to (A) any criminal liability or
      (B) any civil liability unless, in the case of this clause (i)(B), the
      Lessor shall have received an indemnity satisfactory to the Lessor and the
      Agent, (ii) materially adversely affect the fair market value or
      marketability of the Property or the use of the Property or any portion thereof
      for the Intended Use or (iii) otherwise materially adversely affect the
      transactions contemplated by the Operative Documents or the interests of the
      Lessor, the Agent or the Note Holders as contemplated by the Operative
      Documents, but in any event shall not adversely affect (1) the Lessee's or
      the Guarantor's payment obligations under the Operative Documents, (2) the
      Lessor's or any Note Holder's rights to receive payment under any Operative
      Document, (3) the Lessor's interest in the Property or (4) the Lessor's,
      the Agent's or any Note Holder's remedies under the Operative
      Documents.

     

    Section
      6.05 Insurance.  

     

    (a) During
      the Base Term (whether or not the Completion Date shall have occurred), the
      Lessee will purchase and maintain, or cause to be purchased and maintained,
      as a
      part of its blanket policies or otherwise, insurance with respect to the
      Property in the following types and in the following amounts:

     

    (i) Property
      Insurance:
      Property insurance against physical damage to the Property caused by perils
      now
      or hereafter embraced by or defined in a manuscript "all risks" policy,
      including at least such perils as customarily insured for similar properties
      in
      similar locations, in an amount at least equal to the Termination Value and
      subject to such deductibles as are consistent with the Prudent Industry
      Practices with respect to similar property in similar locations;
      and

     

    
      
        
        

      

      
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    (ii) General
      Liability Insurance:
      Commercial general liability (including contractual, completed operations and
      product liability), insurance against claims for bodily injury (including
      death), personal injury and property damage occurring in respect of the Property
      or resulting from activities related to the Property, in the minimum combined
      single limit amount of $75,000,000 per occurrence with such deductibles or
      self-insured retention as are consistent with the Prudent Industry Practice
      with
      respect to similar property in similar locations.

     

    The
      insurance referred to in this Section 6.05 may, at the election of the
      Lessee, be provided, in whole or in part, pursuant to a self-insurance program
      maintained by the Lessee so long as the senior unsecured debt of the Guarantor
      is rated at least investment grade by Moody’s or S&P and no Event of Default
      shall have occurred and be continuing; provided
      that if
      at any time the senior unsecured debt of the Guarantor is rated below investment
      grade by Moody’s or S&P, the Lessee may continue in effect its then existing
      self-insurance program, if any, for a period of sixty (60) days without
      triggering an Event of Default (during which 60-day period the Lessee shall
      consult with the Lessor and the Agent to seek their and the Majority Note
      Holders' approval (which approvals shall not be unreasonably withheld) regarding
      appropriate self-insurance limits, if any, for the insurance required by this
      Section 6.05, in light of the then existing financial condition of the
      Guarantor and the Lessee).

     

    Except
      in
      those instances where the Lessee has self-insured, the insurance required
      hereunder will be written by companies that are nationally recognized,
      financially sound and solvent and otherwise reasonably appropriate considering
      the amount and type of insurance being provided by such companies or as
      otherwise agreed to by the Agent, the Lessor and the Majority Note Holders
      (which agreement shall not be unreasonably withheld). Notwithstanding the
      foregoing, all insurance coverages (including self-insurance) required hereunder
      shall be comparable to, and no less favorable than, insurance coverages,
      applicable to buildings owned or leased by the Lessee which is comparable to
      the
      Property.

     

    (b) The
      insurance required pursuant to in Section 6.05(a)(i) may be a blanket
      policy and will (i) include a lenders' loss payable endorsement in favor of
      the Agent and any loss or damage under such insurance policies relating to
      the
      Property will be payable to the Agent to be held and applied pursuant to the
      terms of this Lease Agreement and the other Operative Documents;
      (ii) provide that the interests of the Lessor, the Agent and each Note
      Holder will be insured regardless of any breach or violation by the Lessee
      (or
      any of its Affiliates) of any warranties, declarations or conditions contained
      in such insurance (other than conditions relating to the payment of premiums
      due
      under such policies); (iii) provide that such insurance will not be
      invalidated by any act, omission or negligence of the Lessee (or any of its
      Affiliates), the Lessor, the Agent or any Note Holder (other than the failure
      to
      pay any premiums due thereunder), nor by any proceedings or notices thereof
      relating to the Property or any portion thereof, nor by legal title to, or
      ownership of the Property or any portion thereof becoming vested in or by the
      Lessor or its agents, nor by use of such Property or any portion thereof for
      purposes more hazardous than permitted by such policy; and (iv) provide
      that all insurance claims pertaining to the Property or any portion thereof
      will
      be adjusted by the insurers thereunder with the Lessee, and the Lessor may
      at
      its option participate with the Lessee and its insurers in any compromise,
      adjustment or settlement.

     

    
      
        
        

      

      
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    All
      policies of insurance required to be maintained pursuant to Section 6.05(a)
      which cover liability for bodily injury or property damage will provide that
      all
      provisions of such insurance, except the limits of liability (which will be
      applicable to all insureds as a group) and liability premiums (which will be
      solely a liability of the Lessee), will operate in the same manner as if there
      were a separate policy covering each such insured and/or additional insured,
      without right of contribution from any other insurance which may be carried
      by
      an insured and/or additional insured.

     

    Every
      policy required under Section 6.05(a) will (i) expressly provide that
      it will not be canceled or terminated except upon thirty (30) days' written
      notice to the Lessor and the Lessee, except in the case of cancellation or
      termination due to a lapse for non-payment, in which case only ten (10) days'
      written notice will be required; (ii) include a waiver of all rights of
      subrogation against the Lessor, the Agent and each Note Holder and any recourse
      against the Lessor, the Agent or any Note Holder for payment of any premiums
      or
      assessments under any policy; and (iii) not contain a provision relieving
      the insurer thereunder of liability for any loss by reason of the existence
      of
      other policies of insurance covering the Property or any portion thereof against
      the peril involved, whether collectible or not, if such other policies do not
      name the Lessor, the Agent and each Note Holder as additional insureds with
      loss
      payable as provided in this Lease Agreement. The Lessee shall advise the Lessor
      and the Agent promptly of any policy cancellation or any change adversely
      affecting the coverage provided thereby.

     

    In
      the
      case of property insurance against physical damage required pursuant to
      Section 6.05(a), the Agent shall be named as a loss payee and the Lessor
      shall be named as an additional loss payee, and in the case of liability
      insurance required pursuant to Section 6.05(a), the Lessor and the Agent
      (for itself and on behalf of the Note Holders), shall be named as additional
      insureds.

     

    (c)The
      Lessee shall deliver to the Lessor and the Agent the certificates of insurance
      evidencing the existence of all insurance which is required to be maintained
      by
      the Lessee hereunder including descriptions of the previously mentioned
      Insurance Requirements, such delivery to be made (i) as promptly as
      possible but in any event no later than five (5) days after the issuance of
      any
      additional policies or amendments or supplements to any of such insurance;
      and
      (ii) promptly after the expiration date of any such insurance. The Lessee
      shall notify the Lessor and Agent of any nonrenewal of any policy required
      hereunder and shall cause each insurer under each policy required hereunder
      to
      give the Lessor and the Agent notice of any lapse under any such policy. The
      Lessee will not obtain or carry separate insurance concurrent in form, or
      contributing in the event of loss, with that maintained under this
      Section 6.05 unless the Lessor, the Agent and each Note Holder are named as
      additional insureds therein, with loss payable as provided in this Lease
      Agreement with respect to those policies that are required hereunder. The Lessee
      shall immediately notify the Lessor and the Agent whenever any such separate
      insurance is obtained and shall deliver to the Lessor and the Agent the
      certificates of insurance and any other documentation (other than blanket
      policies) required by the Lessor and the Agent evidencing the same as is
      required hereunder.

     

    
      
        
        

      

      
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    (d)
      During
      the Base Term, the Lessee shall pay as Additional Rent the amount of deductibles
      required to be paid by the Lessor or any Lessor Party under the commercial
      liability insurance policies required to be maintained under any Operative
      Document in connection with any payment thereunder made after the Completion
      Date as a result of any Fully Indemnifiable Event that arose or occurred prior
      to the Completion Date.

     

    (e) The
      Insurance Requirements will not be construed to negate or modify the Lessee's
      obligations under Section 9.14 of the Participation Agreement.

     

    Section
      6.06 Maintenance
      and Repair. 

     

    (a) The
      Lessee, at its own cost and expense (but subject to the Construction Period
      Funding Requirement), will manage and maintain the Property in good operating
      order, condition and repair (ordinary wear and tear excepted), in accordance
      with Prudent Industry Practice and in a manner consistent with that of other
      similar properties owned or operated by the Lessee or any of its Affiliates
      similarly situated, and will take all action, and will make and perform all
      changes and repairs, structural and nonstructural, foreseen and unforeseen,
      ordinary and extraordinary, which may be required to maintain the Property
      in
      the condition described above, and, subject to Section 10.02, in compliance
      with (1) all Legal Requirements, Insurance Requirements and the terms, covenants
      and conditions of the Ground Lease and Sub-Ground Lease, and (2) any required
      maintenance procedures of the manufacturers of any item constituting the
      Facility with a value in excess of $1,000,000, if applicable, relating to
      maintenance and operation (if and so long as there are any manufacturer's
      warranties applicable) necessary to preserve the manufacturer's warranties,
      if
      any, on such item. The Lessee (i) shall, in accordance with Prudent
      Industry Practice, repair or replace each item constituting the Facility that
      has become worn out, damaged, or inoperative or obsolete in whole or in part
      and
      (ii) shall have the right to remove, in accordance with Prudent Industry
      Practice, each item constituting the Facility that has become obsolete in whole
      or in part; provided,
      however,
      that
      (i) the fair market value, marketability and use of the Property for the
      Intended Use will not be materially reduced as measured from the date on which
      such repair, replacement or removal occurred and (ii) such replacements
      will be of a type customarily used in the industry for the same purpose and
      will
      have a remaining useful life at least as long as that of the Facility (or any
      part thereof), as the case may be, being so repaired or replaced prior to
      obsolescence, loss or damage and the like. All repairs, replacements and
      rebuilding by the Lessee hereunder will immediately become and will remain
      part
      of the Property subject to this Lease Agreement and the security interest and
      Lien created under this Lease Agreement and the other Operative Documents.
      The
      Lessor will not be required to, and the Lessee hereby waives any right to
      require the Lessor to, manage, maintain, replace, repair or rebuild the Facility
      or any part thereof and the Lessee waives any and all rights it may now or
      hereafter have to make any repairs at the cost and expense of the Lessor
      pursuant to any Legal Requirement, Insurance Requirement, the Ground Lease,
      the
      Sub-Ground Lease or otherwise, at any time in effect.

     

    
      
        
        

      

      
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    (b) Except
      for Permitted Encumbrances, in the event that all or any part of the Facility
      encroach upon any adjoining or adjacent property or right-of-way adjoining
      or
      adjacent to the Property or any portion thereof, or violate any rights-of-way,
      permits, licenses, agreements or conditions affecting any of the Property or
      any
      portion thereof, or obstruct any easement or right-of-way to which the Property
      or any portion thereof may be subject, then the Lessee shall, at its sole cost
      and expense, either (i) contest such matter pursuant to
      Section 10.02(a), (ii) obtain valid and effective Permits for or
      Consents to such encroachments and/or violations (without any liability to
      the
      Lessor, the Agent or the Note Holders for which such parties are not indemnified
      by the Lessee) or waivers or settlements of all claims, liabilities and damages
      resulting therefrom, or (iii) make such changes, including alteration or
      removal, to the Facility (as the case may be) and take such other action as
      is
      reasonably necessary to rectify such encroachments, violations, hindrances,
      obstructions or impairments, subject to the Lessor's consent if and to the
      extent required by Section 10.02(a).

     

    Section
      6.07 Inspection
      Rights.  

     

    (a) The
      Lessee hereby agrees and acknowledges that the Lessor (through the Agent),
      at
      the Lessor's expense, has the right (which may be delegated to the Agent's
      consultants and authorized representatives), but not the obligation, to inspect
      the Property and any portion thereof and the Lessee's books and records related
      to the installation, manufacture, assembly, construction, maintenance, operation
      and use of the Property or any portion thereof and to discuss such of the
      affairs, finances, and accounts as are relevant to the Property and the
      transactions contemplated by the Operative Documents with the Officers of the
      Lessee, in all cases, at reasonable times during normal business hours in
      compliance with and subject to the Lessee's reasonable confidentiality, security
      and safety procedures in effect from time to time, as well as the
      confidentiality provisions set forth in Section 9.16 of the Participation
      Agreement, and the Lessee hereby undertakes to give to the Agent (or its
      consultants and authorized representatives) access to the Property and to assist
      as necessary so that the Agent (or its consultants and authorized
      representatives) may exercise the foregoing rights. No such inspection shall
      unreasonably interfere with the Lessee's business operations. Any such
      inspection of the Property will be made after five (5) Business Days' advance
      written notice to the Lessee; provided,
      however,
      that no
      advance written notice need be given if the Lessor or the Agent in its
      reasonable discretion has reason to believe that an Event of Default has
      occurred and is continuing or other exigent or emergency conditions exist;
      and
provided,
      further,
      that
      all such inspections upon the occurrence and during the continuance of an Event
      of Default with respect to the Property will be at the expense of the Lessee;
      provided,
      further,
      that
      the requirement that any inspection be made subject to the foregoing
      confidentiality, security and safety procedures shall apply to inspections
      which
      occur during the existence of an Event of Default.

     

    
      
        
        

      

      
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    (b) Subject
      to the provisions of Section 9.16 of the Participation Agreement and
      subject to the Lessee's security and safety procedures, (i) if an Event of
      Default has occurred and is continuing and the Lessee has not delivered an
      Offer
      to Purchase the Property or (ii) if the Lessee has exercised its option to
      terminate this Lease Agreement pursuant to Section 6.06(b) of the
      Participation Agreement, then the Lessee shall give or cause to be given to
      the
      Agent (or its consultants and authorized representatives) such additional access
      (at the Lessee's expense) to the Property or any portion thereof and to the
      Lessee's books and records relating to the management, operation, use,
      maintenance, renovation, construction or occupancy of the Property or any
      portion thereof as it may reasonably require for the marketing, selling,
      operating or otherwise disposing of the Property or any portion
      thereof.

     

    
      
        
        

      

      
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    Section
      6.08 Assignments,
      Sublease, Etc. 

     

    (a) Except
      as
      provided in this Section 6.08, Exhibit
      A
      to the
      Participation Agreement and Sections 4.01(c) and 5.03(a) of the Participation
      Agreement, the Lessee will not mortgage, pledge, assign, sublease or otherwise
      encumber all or any portion of its interest in and to this Lease Agreement
      without the prior written consent of the Lessor, provided
      that the
      Port has specifically consented in writing and provided further
      that
      (i) the Lessee may assign this Lease Agreement or any of its rights or
      obligations hereunder to an Affiliate of the Lessee so long as the Lessee
      provides the Lessor and the Agent with prior notice of such assignment and
      that
      no assignment shall in any way discharge or diminish any of the Lessee's
      obligations hereunder, and the Lessee shall remain directly and primarily liable
      under this Lease Agreement and (ii) the Lessee may sublease all or a
      portion of the Property as set forth in paragraph (b) below. Any mortgage,
      pledge, assignment or sublease of all or any portion of the Lessee's interest
      hereunder, otherwise than as expressly permitted by this Section 6.08, will
      be null and void and of no force or effect to the extent permitted under
      applicable Law. 

     

    (b) The
      Lessee may sublet all or a portion of the Improvements under leases the term
      of
      which do not extend beyond the Maturity Date, without the prior written consent
      of Lessor, provided
      that the
      Port has specifically consented in writing and provided further
      that
      (i) at the time of any such sublease, no Event of Default or Environmental
      Trigger shall have occurred and be continuing; (ii) any such sublease shall
      by its terms be expressly made subject and subordinate to the terms of this
      Lease Agreement; (iii) the Lessee shall provide the Lessor with notice of
      such sublease ten (10) days prior to the effective date of such sublease;
      (iv) the Lessee shall provide the Lessor promptly after the execution of
      such sublease with an executed copy of the instrument creating such sublease;
      and (v) such sublease shall be made on commercially reasonable terms;
provided,
      further,
      that
      clauses (iii), (iv) and (v) shall apply only with respect to a sublease with
      annual payments in excess of $75,000, except that clauses (iii), (iv) and (v)
      shall apply to subleases with annual payments below $75,000 if the aggregate
      amounts of payments under subleases where clauses (iii), (iv) and (v) otherwise
      would not apply exceed $1,000,000. Notwithstanding the foregoing, all subleases
      entered into by Lessee during the last twelve months of the Lease Term shall
      be
      subject to the prior written approval of Lessor (not to be unreasonably withheld
      or delayed provided
      that no
      such approval shall be required if the Lessee has exercised the purchase option
      pursuant to Section 6.04 of the Participation Agreement). No sublease pursuant
      to this paragraph (b) shall modify or limit any right or power of the
      Lessor hereunder or affect or reduce any obligation of the Lessee hereunder,
      and
      all such obligations of the Lessee shall continue in full force and effect
      as
      obligations of a principal and not of a guarantor or surety, as though no
      subletting had been made or occupancy permitted.

     

    
      
        
        

      

      
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    Section
      6.09 Additional
      Covenants of the Lessee with Respect to the Property. 

     

    (a) Intellectual
      Property Rights; Applicable Permits.
      The
      Lessee will do or cause to be done all things necessary to obtain, preserve,
      renew and keep in full force and effect in all material respects the
      Intellectual Property Rights, Applicable Permits and other rights and licenses
      to lease, use or operate the Property for the Intended Use, subject to the
      Lessee's contest rights under Section 10.02.

     

    (b) Books
      and Records.
      The
      Lessee will keep proper books of record and accounts with respect to the
      Property.

     

    (c) No
      Prohibited Liens.
      Subject
      to Exhibit
      A
      to the
      Participation Agreement and Sections 6.08 and 11.02 hereof, (i) the Lessee
      will not, and will not permit any of its Affiliates to, create, assume or suffer
      to exist any Lien on the Ground Lease, Sub-Ground Lease, this Lease Agreement,
      the Property or upon any Fixed Rent or Additional Rent paid or payable hereunder
      (or any part thereof) other than Permitted Encumbrances and Lessor Liens and
      (ii) the Lessee will not, except as provided in Section 6.08,
      sublease, assign or otherwise dispose of all or any portion of its interest
      in
      the Property (or any part thereof). Subject to the right to contest pursuant
      to
      Section 10.02, the Lessee shall promptly remove and discharge or cause the
      removal or discharge of, any Lien (other than Lessor Liens and Permitted
      Encumbrances) upon the Property or any portion thereof or interest therein,
      or
      upon any Additional Rent paid or payable under the Operative Documents, which
      Lien arises for any reason, including any and all Liens (other than Permitted
      Encumbrances and Lessor Liens) which arise out of the ownership, leasing, use,
      condition, occupancy, demolition, construction, installation, possession, repair
      or rebuilding of the Property or any portion thereof or by reason of the failure
      to pay fees or assessments hereunder or by reason of labor or materials
      furnished or claimed to have been furnished to the Construction Agent or the
      Lessee for the Property or any portion thereof. The Lessee's obligation to
      remove any of the above-described Liens arising prior to the termination of
      this
      Lease Agreement (or arising due to circumstances occurring prior to the
      termination of this Lease Agreement) will survive the termination of this Lease
      Agreement (unless the Lessee has purchased the Property in accordance with
      the
      terms of the Participation Agreement). Nothing contained in this Lease Agreement
      will be considered as constituting the consent or request of the Lessor, express
      or implied, to or for the performance by any contractor, laborer, materialman
      or
      vendor of any labor or services or for the furnishing of any materials for
      any
      construction, installation, alteration, addition, repair or demolition of or
      to
      the Property or any portion thereof.

     

    
      
        
        

      

      
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    (d) Condemnation.
      The
      Lessee agrees that it shall use its commercially reasonable and diligent efforts
      to (i) protect the interest of the Lessor against any proposed or
      threatened Condemnation with respect to the Property and (ii) obtain a full
      and fair Condemnation award if a Condemnation occurs.

     

    Section
      6.10 Representations
      and Warranties of the Lessee. 

     

    The
      Lessee represents and warrants to the Lessor (for the benefit of the Lessor,
      the
      Agent and the Note Holders) that the following shall be true and correct on
      and
      as of the date of the right to occupy the Land by the Lessee pursuant to the
      Ground Lease and true and correct on and as of each date hereafter on which
      a
      Funding shall occur:

     

    (a) Compliance
      with Laws with Respect to the Property.
      The
      Lessee is not in violation of any applicable Law with respect to the Property
      (or any portion thereof) or with respect to the conduct of its business relating
      to the Property in any material respect and the Property is in compliance in
      all
      material respects with all applicable Laws. The Lessee has not received any
      notice of, or citation for, any violation of any applicable Law in any material
      respect which has not been resolved, which notice or citation relates in any
      way
      to the Property (or any portion thereof). Assuming the representations and
      warranties of the Lessor are true and correct, the acquisition, ownership,
      leasing, installation, construction, operation, occupancy, or use of the
      Property (or any portion thereof) by the Lessor, in accordance with the terms
      of
      the Operative Documents and Applicable Permits, will not violate any applicable
      Law in any material respect.

     

    (b) Recording
      and Filing.
      Subject
      to the filing of the Ground Lease with the mortgage registry of Le Havre in
      accordance with Article 28-1 of the Decree of January 4, 1955 and
      Article 68 of the Decree of October 14, 1955, no further filing or
      notification is required to protect the interests of the Ground Lessee under
      the
      Ground Lease, the Sub-Ground Lessee under the Sub-Ground Lease or the Lessor
      under this Lease Agreement.

     

    
      
        
        

      

      
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    (c) Rights
      to Property, Etc.
      

     

    (i) Upon
      the
      execution and delivery of the Sub-Ground Lease, the Lessor will (subject to
      the
      terms of the Ground Lease) have a good and marketable lease interest in the
      Land, free and clear of all Liens, except Permitted Encumbrances and Lessor
      Liens, if any. On and after the Initial Funding Date, the Lessor shall have
      good
      and marketable title to the Facility as the same are acquired by the Lessor
      from
      and after such date, free and clear of all Liens, except Permitted Encumbrances
      and Lessor Liens, if any.

     

    (ii) None
      of
      the Permitted Encumbrances materially interfere with the Intended Use or
      possession of the Property (or any part thereof) or any other asset used in
      connection therewith or the Intended Use of or the exercise by the Lessor or
      the
      Agent of its rights under any Operative Document.

     

    (iii) There
      are
      no agreements, instruments, Permits, consents, licenses or other rights
      necessary to acquire, own, lease, install, operate or use the Property which
      the
      Lessee does not have or will not be able to obtain prior to the Completion
      Date
      except for Permits which are not required at such time (in which case the
      Lessee, having completed all appropriate diligence in connection therewith,
      reasonably believes that such Permits will be granted in the usual course of
      business prior to the date such Permits are required by applicable
      Law).

     

    (d) Trade
      Secrets and Patents.

     

    (i) The
      ownership and leasing of the Property by the Lessor and the leasing of the
      Property by the Lessee do not and will not conflict with, infringe on, or
      otherwise violate in any material respect any copyright, trademark, trade name,
      trade secret or patent rights of any other Person.

     

    (ii) The
      Lessee has or will acquire from the Lessor pursuant to the Lease Agreement
      all
      rights to all patents, patent applications, trademarks (whether registered
      or
      not), trademark applications, trade names, proprietary computer software,
      licenses, "know-how" and copyrights necessary for the operation of the Property
      in accordance with Prudent Industry Practice (the "Intellectual
      Property Rights"),
      including the right to assign the Intellectual Property Rights in connection
      with any transfer of title to the Property. There is no judicial proceeding
      pending or, to the knowledge of the Lessee, threatened, involving any claim
      of
      any infringement, misuse or misappropriation by the Lessee or any Affiliate
      thereof of any patent, trademark, trade name, copyright, license or similar
      intellectual property right owned by any third party related to the Intellectual
      Property Rights which could reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (e) Environmental
      Compliance.
      

     

    (i) The
      Property complies in all material respects with all Environmental Laws; all
      material Environmental Permits have been obtained and are in effect with respect
      to the Property, except such Environmental Permits customarily obtained and
      which are permitted by applicable Law to be obtained at a later date (in which
      case the Lessee, having completed all appropriate due diligence in connection
      therewith, has no reason to believe that such Environmental Permits will not
      be
      granted prior to the date that such Environmental Permits are required by
      applicable Law); and no circumstances exist that could be reasonably likely
      to
      (A) form the basis of an Environmental Action against the Property or
      (B) cause the Property to be subject to any material restrictions on its
      Intended Use or the ownership, occupancy, use or transferability under any
      Environmental Law except for restrictions arising under the issued or to be
      issued Environmental Permits which do not adversely impact the Intended
      Use.

     

    (ii) From
      and
      as of the date on which the Lessee obtained the right to occupy the Land all
      Hazardous Materials generated, used, treated, handled or stored at or
      transported to or from the Property have been disposed of in compliance with
      all
      Environmental Laws and Environmental Permits, except for such actions that
      would
      not otherwise result in a Material Adverse Effect.

     

    (iii) The
      Lessee has not received any written notice, mandate, order, Lien or request
      which remains pending under an Environmental Law concerning the Property or
      any
      part thereof or relating to an alleged violation of an Environmental Law
      concerning the Property or any part thereof or relating to any potential adverse
      action in any way involving environmental matters, or health or safety matters
      relating to Hazardous Materials affecting the Property or any part
      thereof.

     

    (iv) There
      is
      no proceeding pending or, to the knowledge of the Lessee, threatened against
      the
      Lessee by any federal, state, regional or local court, tribunal, administrative
      agency, department, commission, board or other authority or instrumentality
      with
      respect to the presence or release of any Hazardous Material from the Property
      or any part thereof that could reasonably be expected to have a Material Adverse
      Effect.

     

    (v) No
      Hazardous Materials have been released from or on or beneath the Property or
      any
      part thereof for which remedial action could reasonably be expected to be
      required under any Environmental Law or may be necessary to prevent or eliminate
      a significant risk to human health or the environment.

     

    
      
        
        

      

      
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      Lease
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    ARTICLE
      VII

     

    EVENT
      OF
      LOSS

     

    The
      provisions contained in this Article VII shall apply to any Event of Loss
      which occurs during the Base Term, and the provisions contained in
      Section 7 of the Construction Agency Agreement shall apply to any Event of
      Loss which occurs during the Interim Term.

     

    Section
      7.01 Event
      of Loss Proceeds; Notice.  

     

    (a) Subject
      to the provisions hereinafter set forth, the Lessee hereby irrevocably
      undertakes to assign and to cause each of its Affiliates to assign to the Lessor
      any award or compensation or insurance payment or other proceeds (net of the
      reasonable costs, fees and expenses of the Lessee or such Affiliate incurred
      in
      connection with the collection thereof) to which the Lessee or any of its
      Affiliates may become entitled by reason of its interest in the Property or
      any
      portion thereof in case of an Event of Loss (including any proceeds of the
      insurance policies described in Section 6.05).

     

    (b) The
      Lessee shall promptly notify the Lessor and the Agent in writing of any
      Reportable Event of Loss which notice shall be no later than ten (10) days
      after
      the Lessee shall have knowledge of the occurrence thereof. So long as no Event
      of Default has occurred and is continuing and the Operative Documents are
      otherwise in full force and effect, the Lessee may appear on behalf of the
      Lessor in any proceeding or action to defend, negotiate, prosecute or adjust
      any
      claim for any such award or compensation or insurance payment on account of
      any
      Event of Loss (including any Reportable Event of Loss) and take all appropriate
      action in connection therewith, including the employment of counsel reasonably
      satisfactory to the Lessor and the Agent. If the Lessee elects not to so appear
      or elects to appear and then fails to prosecute diligently any such proceeding
      or action, the Lessor may assume the prosecution thereof and the Lessee shall
      pay all of the reasonable costs and expenses of the Lessor in connection
      therewith (including the reasonable fees and expenses of the Lessor's counsel).
      No settlement of any such proceeding or action involving an Event of Loss in
      excess of $2,000,000 will
      be
      made by the Lessee or the Lessor without the prior written consent of the other
      party hereto, which consent will not be unreasonably withheld, delayed or
      conditioned.

     

    (c) Promptly
      upon receipt of any Proceeds by the Lessee, any of its Affiliates or the Lessor
      or any other Lessor Party, the full amount thereof shall be deposited with
      the
      Lessee, if the expenditures relating to such Event of Loss are expected to
      be
      $5,000,000 or less and (ii) with the Agent if the expenditures relating to
      such Event of Loss are expected to exceed $5,000,000, in each case to be held
      pending application in accordance with this Article VII and
      Section 7.02 of the Participation Agreement. All Proceeds received by any
      Lessor Party, the Lessee or any of its Affiliates shall be segregated from
      other
      funds of such Person until deposited as herein contemplated. Any Proceeds shall
      be applied by the Lessee prior to deposit with the Proceeds Trustee first to
      the
      reasonable costs, fees and expenses of collecting such amounts and
      thereafter Net Proceeds will be used to pay any and all reasonable charges,
      fees
      and expenses of the Agent and the cost of Work as provided below.

     

     

    
      
        
        

      

      
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    (d) Unless
      a
      Termination Notice is given pursuant to this Lease Agreement, and subject to
      Section 7.01(g), Net Proceeds deposited with the Lessee in respect of any
      Event of Loss and not constituting a Reportable Event of Loss shall be used
      by
      the Lessee exclusively to pay the costs and expenses of restoring the Property
      to its condition immediately prior to the subject Event of Loss, including
      the
      cost and expenses of rebuilding, replacement and repair (in the case of a
      Casualty or Condemnation) or the remediation or other curative action (in the
      case of an Environmental Event), including costs incurred by the Lessee with
      respect to the performance of such work associated with such Event of Loss
      (any
      such activity, the "Work").
      From
      time to time, and not less frequently than quarterly, and upon the substantial
      completion of such Work, the Lessee shall describe the Work and the cost
      thereof, certify to the Lessor that the Work performed to date has been properly
      completed, and certify to the Lessor as to the amount, if any, of the Net
      Proceeds resulting from such Event of Loss remaining. Any Net Proceeds remaining
      after completion of all such Work in connection with such Event of Loss shall
      be
      retained by the Lessee and, if applicable, transferred by the Agent to the
      Lessee in accordance with paragraph (f) below; provided,
      that
      (i) if an Event of Default has occurred and is continuing or a Termination
      Notice has been delivered hereunder, such remaining Net Proceeds shall be
      transferred to the Agent and held until such time as such event is waived by
      the
      Lessor or cured, and (ii) if a Termination Notice is delivered pursuant to
      this Lease Agreement, all such Net Proceeds shall be applied in accordance
      with
      Section 7.02(b) of the Participation Agreement.

     

    (e) Unless
      a
      Termination Notice is given pursuant to this Lease Agreement, subject to
      Section 7.01(g), the Lessee shall be entitled to receive progress payments
      from the Net Proceeds held by the Proceeds Trustee in connection with the Work
      pertaining to any Reportable Event of Loss from time to time pursuant to the
      terms of Section 7.03(b) or Section 7.05(b). If a Termination Notice
      has been delivered pursuant to this Lease Agreement, all such Net Proceeds
      shall
      be applied in accordance with Section 7.02(b) of the Participation
      Agreement.

     

    (f) In
      connection with any Reportable Event of Loss, upon receipt by the Agent of
      an
      Officer's Certificate from the Lessee, to the effect that final payment has
      been
      made for any Work performed in connection with the Property and that such Work
      has been completed in substantial compliance with the terms and conditions
      of
      this Lease Agreement, the amount of Net Proceeds, if any, remaining after the
      Lessee has been fully reimbursed for amounts expended in connection with such
      Work shall be transferred to the Lessee; provided,
      that
      (i) if an Event of Default has occurred and is continuing or a Termination
      Notice has been delivered hereunder, such remaining proceeds shall be retained
      by the Agent until such time as such event is waived by the Lessor or cured
      by
      the Lessee, and (ii) if a Termination Notice is delivered pursuant to this
      Lease Agreement, all such Net Proceeds shall be applied in accordance with
      Section 7.02(b) of the Participation Agreement.

     

    
      
        
        

      

      
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    (g) If
      this
      Lease Agreement continues in accordance with the terms of this Article VII
      following the occurrence of an Event of Loss, the Lessee shall receive funds
      to
      pay the costs of the Work for such Event of Loss as follows:
      (i) first,
      from
      the Net Proceeds relating to such Event of Loss held by the Lessee (if not
      a
      Reportable Event of Loss) or from the Net Proceeds relating to such Event of
      Loss held by the Agent (if a Reportable Event of Loss), and
      (ii) second,
      from
      the Lessee's own funds.

     

    (h) This
      Lease Agreement controls the rights of the Lessor and the Lessee in any
      Proceeds, and any rights of the Lessee (as the same may relate to rights between
      the Lessee and the Lessor, as distinct from rights the Lessee may have against
      third parties other than the Lessor or any other Lessor Party) under any present
      or future applicable Law to the contrary are hereby waived to the extent legally
      permitted.

     

    Section
      7.02 Condemnation
      or Casualty with Termination. 

     

    If
      a
      Casualty occurs, or a Condemnation proceeding is commenced, with respect to
      the
      Property and the Lessor has received an opinion, which shall be at the Lessee's
      sole cost and expense, of the Independent Engineer to the effect that the cost
      of restoration of the Property will exceed 50% of the Actual Project Costs
      incurred with respect to the Property or that the restoration of the Property
      could not be expected to restore and rebuild the Property to an economic unit
      of
      substantially the same or higher capacity, efficiency and remaining useful
      life
      as existed prior to such Casualty or Condemnation or such restoration and
      rebuilding could not be expected to be completed in full prior to the date
      that
      is twelve (12) months before the then Expiration Date, then the Lessor (if
      directed by the Majority Holders) or the Lessee will have the option, in their
      sole discretion and within thirty (30) days of receipt of the Independent
      Engineer's opinion, to deliver a Termination Notice with respect to the Property
      and the provisions of Section 6.05 of the Participation Agreement shall
      apply.

     

    Section
      7.03 Condemnation
      or Casualty without Termination.  

     

    (a) If
      a
      Casualty occurs, or a Condemnation proceeding is commenced, with respect to
      the
      Property, and neither the Lessor nor the Lessee has given a Termination Notice
      in accordance with Section 7.02, then this Lease Agreement will continue in
      full force and effect, and the Lessee shall, at its sole cost and expense,
      to
      the extent that Net Proceeds are not adequate for such purpose, promptly
      commence and diligently pursue to completion the rebuilding, replacement or
      repair of any damage to the Property caused by such event in conformity with
      the
      requirements of Section 6.06 in order to restore the Property (in the case
      of a Condemnation, as nearly as practicable), to the value and operating
      condition thereof immediately prior to such event (assuming the Property was
      in
      the condition required by Section 6.06 immediately prior to such event). In
      connection with such restoration, the Lessee shall, before commencing such
      restoration, submit plans and specifications for such restoration, together
      with
      an estimate of the cost thereof, for the Lessor's and the Independent Engineer's
      approval, which will not be unreasonably withheld, conditioned or
      delayed.

     

    
      
        
        

      

      
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    (b) The
      Lessee shall be entitled to receive from the Agent payment from the Net Proceeds
      from time to time as such Work with respect to the Property progresses, but
      only
      after presentation of Officer's Certificates of the Lessee, delivered by the
      Lessee to the Agent (with a copy to the Lessor) from time to time as such Work
      progresses. Each such Officer's Certificate of the Lessee shall describe the
      Work for which the Lessee is requesting permission to pay or requesting payment
      and the cost incurred by the Lessee in connection therewith and shall state
      that
      such Work has been performed in accordance with sound and prudent construction
      practices and in material compliance with all applicable Laws and that the
      Lessee has not theretofore received payment for such Work, and shall certify
      that no Event of Default has occurred and is continuing and that, to the best
      of
      the Lessee's knowledge, the aggregate cost to complete such Work will not exceed
      the sum of (A) the Net Proceeds held by or on behalf of the Agent or the
      Lessee and (B) the funds of the Lessee available to pay the costs of such
      Work.

     

    (c) The
      Agent
      shall deliver, or cause to be delivered to the Lessee, the amount of funds
      requested by the Lessee from time to time pursuant to Section 7.03(b)
      within three (3) Business Days after
      the
      receipt by the Agent of the certificates required by
      Section 7.03(b).

     

    (d) Such
      Work
      will be completed in a good and workmanlike manner free and clear, subject
      to
      Section 10.02, of all Liens for labor, services or materials (except
      Permitted Encumbrances and Lessor Liens) and in compliance in all material
      respects with the Ground Lease, the Sub-Ground lease, all applicable Legal
      Requirements and Insurance Requirements. Upon completion of such Work, the
      Lessee shall deliver an Officer's Certificate of the Lessee to the effect that
      substantial completion of the Work has occurred and that the operating condition
      of the Property, after taking into consideration the restoration, is (in the
      case of Condemnation, as nearly as practicable) at least equivalent to the
      operating condition that existed immediately prior to the Casualty or
      Condemnation, assuming compliance with Section 6.06. All fees and expenses
      of the Independent Engineer in connection with any rebuilding and restoration
      will be at the Lessee's sole cost and expense.

     

    
      
        
        

      

      
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    Section
      7.04 Temporary
      Condemnation or Lease Termination.

     

    Notwithstanding
      any provision to the contrary contained in this Article VII, in the event
      of any temporary Condemnation of the Property during the Lease Term, this Lease
      Agreement will remain in full force and effect, and provided no Event of Default
      has occurred and is continuing, the Lessee will be entitled to receive the
      Net
      Proceeds allocable to such temporary Condemnation, except that if this Lease
      Agreement expires or terminates during such temporary Condemnation, then the
      Lessee will be entitled to the Net Proceeds allocable to the period after the
      termination or expiration of this Lease Agreement if the Lessee has purchased
      the Property in accordance with the terms of the Participation
      Agreement.

     

    Section
      7.05 Environmental
      Event Without Termination.  

     

    (a) If
      an
      Environmental Event that is a Reportable Event of Loss occurs, then within
      thirty (30) days after receipt of the notice thereof pursuant to
      Section 7.01(b), the Lessor or the Agent, in its sole discretion, may
      require that the Lessee engage the Environmental Consultant to conduct an
      environmental audit of the Property, having a scope designed to evaluate the
      existence and anticipated impact of the Environmental Event at issue. The terms
      of any such engagement shall require that the Environmental Consultant provide
      a
      copy of the Environmental Consultant's report on its audit to the Lessor, the
      Agent and the Lessee within thirty (30) days after the commencement of such
      engagement. If the Lessor or the Agent does not timely require the Lessee to
      engage the Environmental Consultant or if such Environmental Consultant's report
      concludes that the Environmental Event does not constitute an Environmental
      Trigger and that Remediation can restore the Property by the then Expiration
      Date to a condition which (i) complies with Environmental Laws,
      (ii) does not create any significant risk to human health or the
      environment and (iii) does not result in any material loss or diminution in
      value of the Property, then the Lease Term will continue and the Lessee shall
      promptly carry out such actions as may be necessary to remediate or cure such
      Environmental Event in compliance in all material respects with all applicable
      Environmental Laws.

     

    (b) If
      the
      Environmental Event is a Reportable Event of Loss and this Lease Agreement
      continues as provided in Section 7.05(a), subject to the provisions of
      Section 7.01(g), the Lessee shall be entitled to obtain the release from
      the Agent of the Net Proceeds contemplated by Section 7.01(e) to pay the
      costs of the Work, but only after delivery by the Lessee to the Agent and the
      Lessor from time to time as such Work progresses of certificates of the
      Environmental Consultant (or the Lessee, if no Environmental Consultant has
      been
      required by the Lessor) that (i) describe the Work for which the Lessee is
      requesting payment and the cost therefor, (ii) state that such Work has
      been or is continuing to be properly completed and has not been the subject
      of a
      certificate hereunder previously delivered by the Environmental Consultant
      or
      the Lessee and (iii) are accompanied by an Officer's Certificate of the
      Lessee certifying that no Event of Default has occurred and is continuing,
      that
      no Termination Notice has been delivered and that, to the best of the Lessee's
      knowledge, the aggregate cost to complete such remediation or other action
      by
      the Expiration Date will not exceed the sum of (x) the Net Proceeds and (y)
      the funds of the Lessee available to pay the costs of the Work.

     

    
      
        
        

      

      
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    (c) The
      Agent
      shall deliver, or cause to be delivered, to the Lessee the amount of funds
      requested by the Lessee from time to time pursuant to Section 7.05(b)
      within three (3) Business Days after
      the
      receipt of the certificates required by Section 7.05(b).

     

    (d) Nothing
      in this Section 7.05 is intended to limit or expand in any manner the
      indemnity of the Lessee set forth in Section 9.14 of the Participation
      Agreement.

     

    Section
      7.06 Termination
      Upon Environmental Trigger. 

     

    (a) If
      the
      Environmental Consultant's report on its audit of the Property delivered
      pursuant to Section 7.05(a) concludes that an Environmental Trigger has
      occurred or exists, the Lessor will have the option, in its sole discretion
      (but
      shall if directed by the Majority Holders), to deliver, within thirty (30)
      days
      after receipt of such report, a Termination Notice with respect to the Property.
      In such event, the provisions of Section 6.05 of the Participation
      Agreement shall apply. Any Net Proceeds shall be distributed in accordance
      with
      Section 7.02(b) of the Participation Agreement.

     

    (b) Nothing
      in this Section 7.06 is intended to limit or expand in any manner the
      indemnity of the Lessee set forth in Section 9.14 of the Participation
      Agreement.

     

    Section
      7.07 Lessee's
      Actions to Remediate, Etc.  

     

    Irrespective
      of whether an Environmental Trigger has occurred, upon the occurrence of an
      Environmental Event with respect to the Property the Lessee shall promptly
      carry
      out, using the Lessee's own funds, such actions as may be necessary to remediate
      or cure such Environmental Event in compliance with all applicable Laws, to
      comply in all material respects with all applicable Environmental Laws and
      to
      alleviate any significant risk to human health or the environment if the same
      arises from a condition on or in respect of the Property or any part thereof,
      whether existing prior to, on or after the date of acquisition of the Land
      by
      the Lessee. Once the Lessee commences such actions, the Lessee shall thereafter
      diligently and expeditiously proceed to comply in a timely manner in all
      material respects with all Environmental Laws (except where the failure to
      so
      comply could not reasonably be expected to result, individually or in the
      aggregate, in a Material Adverse Effect, and except where the Lessee is
      contesting such compliance, in good faith and in appropriate proceedings, and
      the pendency of such proceedings could not reasonably be expected to result,
      individually or in the aggregate, in a Material Adverse Effect) and to eliminate
      any significant risk to human health or the environment arising from such
      Environmental Event and shall, at the request of the Lessor or the Agent, give
      periodic progress reports on its compliance efforts and actions.

     

    
      
        
        

      

      
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    Section
      7.08 Environmental
      Compliance. 

     

    The
      Lessee shall, and it shall require that any and all sublessees, employees,
      contractors, subcontractors, agents, representatives, affiliates, consultants,
      occupants and any and all other Persons, (i) comply in all material
      respects with all applicable Environmental Laws, except where the failure to
      comply could not reasonably, individually or in the aggregate, result in a
      Material Adverse Effect, and (ii) use, employ, process, emit, generate,
      store, handle, transport, dispose of and/or arrange for the disposal of any
      and
      all Hazardous Materials in, on or, directly or indirectly, related to or in
      connection with the Property or any portion thereof in a manner consistent
      with
      Prudent Industry Practice and in compliance in all material respects with all
      applicable Environmental Laws, except where the failure to comply could not
      reasonably, individually or in the aggregate, result in a Material Adverse
      Effect, and in a manner which does not pose a significant risk to human health,
      safety (including occupational health and safety) or the
      environment.

     

    Section
      7.09 Right
      to Terminate. 

     

    Notwithstanding
      anything to the contrary in this Article VII, the provisions of this
      Article VII shall at all times be subject to the right of the Lessee under
      Section 6.04 of the Participation Agreement.

     

     

    ARTICLE
      VIII

     

    EVENTS
      OF
      DEFAULT

     

    Section
      8.01 Termination
      Rights.  

     

    (a) Subject
      to Sections 6.02(g), 6.03 and 6.04 of the Participation Agreement, if and
      whenever an Event of Default has occurred and is continuing, including an Event
      of Default arising from the breach of a covenant, condition or other provision
      hereof, the Lessor, if directed in writing by the Majority Holders shall,
      (i) terminate this Lease Agreement by issuing a Termination Notice or
      (ii) terminate the Lessee's right to possession of the Property or any part
      thereof, provided
      that the
      termination of the Lessee's right to possession shall not affect the Lessee's
      interest in the Land as Ground Lessee under the Ground Lease. The issuance
      of
      such Termination Notice shall be in addition to all other rights, remedies
      or
      recourses available to the Lessor.

     

    (b) Subject
      to Sections 6.02(g), 6.03 and 6.04 of the Participation Agreement, if the Lessor
      should elect (if directed by the Majority Holders) to issue a Termination Notice
      or if an Event of Default described in Section 6.01(e) of the Participation
      Agreement shall have occurred and be continuing, then this Lease Agreement
      shall
      expire and terminate immediately upon delivery of such Termination Notice (or
      such later date as may be specified in the Termination Notice) or upon the
      occurrence of an Event of Default described in Section 6.01(e) of the
      Participation Agreement (or such later date as may be specified in the
      Termination Notice), in each case as fully and completely and with the same
      effect as if such date was the date herein fixed for the expiration of the
      Lease
      Term, but the Lessee shall remain liable as hereinafter provided.

     

    
      
        
        

      

      
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    Section
      8.02 Possession
      Without Prejudice. 

     

    Subject
      to Sections 6.02(g), 6.03 and 6.04 of the Participation Agreement, the
      exercise of the rights contained in Section 8.01 shall be without prejudice
      to any rights or remedies of the Lessor in respect of any breach of any of
      the
      covenants and provisions by the Lessee contained in this Lease Agreement
      (including the breach in respect of which the entry and taking of possession
      is
      made).

     

    Section
      8.03 General
      Remedies Upon an Event of Default. 

     

    After
      the
      occurrence and continuance of an Event of Default, the Lessor may take all
      steps
      to protect and enforce the rights of the Lessor or obligations of the Lessee
      hereunder (for the specific performance of any covenant, condition or agreement
      contained in this Lease Agreement, or in aid of the execution of any power
      granted under any Operative Document or for any foreclosure, or for the
      enforcement of any other appropriate legal or equitable remedy) as the Lessor
      or
      the Agent deems necessary or advisable and as permitted by applicable Law and
      the Participation Agreement.

     

    Section
      8.04 Continuing
      Rights.  

     

    (a) Should
      the Lessor elect not to terminate this Lease Agreement after an Event of Default
      has occurred, this Lease Agreement shall continue in effect and the Lessor
      may
      enforce all the Lessor's rights and remedies under this Lease Agreement
      including the right to recover the Fixed Rent and Additional Rent as each
      becomes due under this Lease Agreement. For the purposes hereof, acts of
      maintenance or preservation of the Property or any portion thereof do not
      constitute a termination of this Lease Agreement.

     

    (b) If
      an
      Event of Default has occurred and is continuing, except as set forth in
      Sections 6.02(g), 6.03 and 6.04 of the Participation Agreement upon five
      (5) days' written notice (or, in the case of an the occurrence of an Event
      of
      Default under Section 6.01(e) of the Participation Agreement, same day
      notice), the Lessor will have (i) the right, whether or not this Lease
      Agreement shall have been terminated pursuant to Section 8.01(a)(i), to
      re-enter and repossess the Property or any portion thereof, as the Lessor may
      elect, by summary proceedings, ejectment, any other legal action or in any
      other
      lawful manner the Lessor determines to be necessary or desirable and
      (ii) the right to remove all Persons and property therefrom. The Lessor
      will be under no liability by reason of any such re-entry, repossession or
      removal. No such re-entry or repossession of the Property or any portion thereof
      will be construed as an election by the Lessor to terminate this Lease Agreement
      unless a Termination Notice is given to the Lessee pursuant to
      Section 8.01(a)(i), or unless such termination is decreed by a court or
      other governmental tribunal of competent jurisdiction. Should the Lessor elect
      to re-enter the Property as herein provided or should the Lessor take possession
      pursuant to legal proceedings or pursuant to any notice provided for by Law
      or
      upon termination of this Lease Agreement or of the Lessee's right to possession
      of the Property or any portion thereof pursuant to Section 8.01(a) or
      otherwise as permitted by Law, the Lessee shall peaceably quit and surrender
      the
      Property or any portion thereof to the Lessor. In any such event, neither the
      Lessee nor any Person claiming through or under the Lessee, by virtue of any
      Law, will be entitled to possession or to remain in possession of the Property
      or any such portion thereof, but shall forthwith quit and surrender the Property
      to the Lessor.

     

    
      
        
        

      

      
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    (c) At
      any
      time or from time to time after the re-entry or repossession of the Property
      or
      any portion thereof pursuant to Section 8.04(b), whether or not this Lease
      Agreement has been terminated pursuant to Section 8.01(a)(i), the Lessor
      may unless prohibited by law or court order (but shall be under no obligation
      to) relet the Property or any portion thereof, for the account of the Lessee,
      without notice to the Lessee, for such term or terms and on such conditions
      and
      for such uses as the Lessor, in its sole and absolute discretion, may determine.
      The Lessor may collect and receive any rents or other proceeds payable by reason
      of such reletting and such amounts shall be applied by the Lessor in
      satisfaction of the Lessee's obligations under this Lease Agreement and the
      other Operative Documents pursuant to Section 6.02 of the Participation
      Agreement. The Lessor will not be liable for any failure to relet the Property
      or any portion thereof or for any failure to collect any rent due upon any
      such
      reletting. If Lessor has relet all or any portion of the Property and Lessee
      subsequently exercises its purchase option hereunder, Lessee agrees that it
      will
      purchase the Property subject to the terms and conditions of any lease of the
      Property.

     

    (d) No
      termination of this Lease Agreement (pursuant to Section 8.01(a)(i) or by
      operation of Law), no termination of the Lessee's right to possession of the
      Property, or re-entry or re-possession of the Property pursuant to
      Section 8.04(b), no re-letting of the Property or any portion thereof and
      no surrender of the Property pursuant to Section 8.04(c) or any portion
      thereof, will relieve the Lessee of its liabilities and obligations hereunder
      pursuant to Section 8.04(b), all of which will survive such termination,
      taking or surrender.

     

    (e) In
      the
      event of any termination of this Lease Agreement or of the Lessee's right to
      possession of the Property or any portion thereof by reason of the occurrence
      of
      an Event of Default, the Lessee shall pay to (or as directed by) the Lessor
      the
      amounts payable pursuant to Section 6.02 of the Participation
      Agreement.

     

    
      
        
        

      

      
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    (f) To
      the
      extent permitted by Law, at such time after the termination or expiration of
      this Lease Agreement if the Lessee has paid all amounts required to be paid
      by
      it under this Lease Agreement and the other Operative Documents and the Lessee
      has discharged any and all obligations to the Lessor and the Note Holders,
      then
      the Lessor shall pay and assign to the Lessee, when received (if not already
      applied in satisfaction of the Lessee's obligations under this Lease Agreement
      and the other Operative Documents pursuant to Section 6.02 of the
      Participation Agreement), the net proceeds, if any, of any reletting effected
      for the account of the Lessee pursuant to Section 8.04(c), and any residual
      interest in the Property after deducting from such proceeds all of the Lessor's
      expenses in connection with such reletting (including, but not limited to,
      all
      repossession costs, brokerage commissions, attorneys' fees and expenses,
      alteration costs and expenses of preparation for such reletting and all costs
      of
      any environmental remediation pursuant to Article VII).

     

    Section
      8.05 Additional
      Rights.  

     

    (a) To
      the
      extent permitted by applicable Law and the Participation Agreement, no right
      or
      remedy hereunder will be exclusive of any other right or remedy, but will be
      cumulative and in addition to any other right or remedy hereunder or under
      any
      other Operative Document or now or hereafter and the exercise by the Lessor
      or
      the Agent of any one or more of such rights, powers or remedies will not
      preclude the simultaneous exercise of any or all of such other rights, powers
      or
      remedies. Failure to insist upon the strict performance of any provision hereof
      or to exercise any option, right, power or remedy contained herein will not
      constitute a waiver or relinquishment thereof for the future. Receipt by the
      Lessor (or by the Agent on behalf of the Lessor) of any Fixed Rent, Additional
      Rent, Residual Value Amount, Termination Value or other sum payable hereunder
      or
      under any other Operative Document with knowledge of the breach by the Lessee
      of
      any provision hereof will not constitute a waiver of such breach, and no waiver
      by the Lessor of any provision hereof will be deemed to have been made unless
      made in writing. The Lessor will be entitled to injunctive relief in case of
      the
      violation or attempted or threatened violation of any of the provisions hereof,
      a decree compelling performance of any of the provisions hereof or any other
      remedy allowed by Law to the Lessor. 

     

    (b) Except
      as
      expressly provided in this Lease Agreement or the Participation Agreement,
      the
      Lessee hereby waives and surrenders for itself and all those claiming under
      it,
      including creditors of all kinds, (i) any right and privilege which they
      may have under any applicable Law (including any provisions of Law in France
      relating to the status of commercial leases (le
      statut des baux commerciaux)
      or
      otherwise to redeem the Property or any portion thereof or to have a continuance
      of this Lease Agreement after termination of the Lessee's right of possession
      or
      occupancy of the Property or by any legal process or writ, or under the terms
      of
      this Lease Agreement, or after the termination of the Lease Term as herein
      provided, (ii) the benefits of any Law which exempts property from
      liability for debt or for distress for rent and (iii) the benefeit of any status
      as a commercial lease (le
      statut des baux commerciaux).

     

    (c) If
      an
      Event of Default exists hereunder, the Lessee shall pay to (or as directed
      by)
      the Lessor on demand and without duplication all fees and out-of-pocket expenses
      incurred by the Lessor in enforcing its rights under this Lease Agreement,
      including attorney fees and expenses.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    SURRENDER

     

    Section
      9.01 Return
      of Property. 

     

    If
      upon
      the expiration or termination of the Lease Term or the termination of the
      Lessee's possession of the Property, the Property is not sold or otherwise
      transferred as provided under the terms of the Participation Agreement, the
      Lessee shall, at its cost and expense, surrender the Property and deliver or
      cause to be delivered possession of the Property, including the Facility and
      any
      Alterations not removed by the Lessee pursuant to Section 5.01(c), to the
      Lessor, at Lessor's election, in accordance with all of the provisions of this
      Article IX.

     

    Section
      9.02 Condition;
      No Liens.  

     

    (a) To
      the
      extent required to surrender the Property under Section 9.01, the Lessee
      shall surrender (i) the Property in the operating condition required by
      Section 6.06 and with the efficiency, utility and with the remaining useful
      life
      (less the expended Lease Term of the Property) the Property had upon the
      commencement of the Base Term, except as repaired, rebuilt, renovated, altered,
      added to or built as permitted or required under this Lease Agreement and
      substantially in the condition the same was in upon commencement of the Base
      Term, except in each case, for ordinary wear and tear; and (ii) the related
      Alterations not removed by the Lessee pursuant to Section 5.01(c), if any,
      in good operating condition, efficiency, utility and remaining useful life
      and
      substantially in the condition the same was in when such Alteration occurred
      or
      was added to the Property, except for ordinary wear and tear.

     

    (b) To
      the
      extent required to surrender the Property under Section 9.01, the Lessee
      shall surrender the Property to the Lessor free and clear of all Liens,
      easements, consents and restrictive covenants and agreements affecting the
      Property, other than Permitted Encumbrances and Lessor Liens.

     

    
      
        
        

      

      
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    Section
      9.03 Environmental
      Compliance. 

     

    The
      Lessee shall surrender the Property in a condition such that it is in compliance
      with all applicable Environmental Laws then enacted and all regulations then
      proposed to the extent such regulations contain retroactive requirements
      (regardless of whether the deadline for such compliance would otherwise expire
      after the end of the Lease Term). Nothing contained in this Article IX will
      relieve or discharge or in any way affect the obligation of the Lessee to cure
      promptly pursuant to this Lease Agreement any violations of Legal Requirements
      referred to in this Lease Agreement, or to pay and discharge any Liens and
      Property Charges against the Property as required by Section 6.09(c),
      subject, however, to the right of the Lessee to contest the same pursuant to
      the
      provisions of Section 10.02. 

     

    Section
      9.04 Removal
      of Other Property. 

     

    To
      the
      extent required to surrender the Property pursuant to Section 9.01, the
      Lessee, at its sole cost and expense, shall remove from the Property on or
      prior
      to expiration or termination of the Lease Agreement, all property situated
      thereon that is not owned by the Lessor and shall repair any damage caused
      by
      such removal and shall restore the Property to the condition and working order
      (or reasonable equivalent thereof) in which it existed immediately prior to
      the
      installation or removal of such property, except for ordinary wear and tear.
      The
      Lessee shall indemnify and hold harmless the Lessor, its successors and assigns
      against any loss, liability, cost, expense, penalty or claim arising out of
      the
      Lessee's removal of such property from the Property including any environmental
      liability arising therefrom. Any such property of the Lessee not so removed
      will
      become the property of the Lessor, and the Lessor may cause such property to
      be
      removed and disposed of, and the cost of any such removal and disposition of
      the
      Lessee's property and of repairing any damage caused by such removal and of
      the
      restoration of the Property to the condition and working order (or equivalent
      thereof) in which it existed immediately prior to the installation or removal
      of
      such property, ordinary wear and tear excepted, will be borne by the
      Lessee.

     

    Section
      9.05 Return
      Conditions. 

     

    Upon
      the
      election of the Lessee to terminate this Lease Agreement pursuant to
      Section 6.06(b) of the Participation Agreement, or upon other termination
      of this Lease Agreement where the Property is not sold or otherwise transferred
      in accordance with the terms of the Participation Agreement, the Lessee shall
      provide, or cause to be provided or accomplished, at the cost and expense of
      the
      Lessee, to or for the benefit of the Lessor and the Note Holders, at least
      thirty (30) days but not more than sixty (60) days prior to the Expiration
      Date
      or date of such other termination of this Lease Agreement, each of the following
      (collectively, the "Return
      Conditions"):

     

    
      
        
        

      

      
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    (a) a
      copy of
      the Environmental Consultant's report, satisfactory in form and substance to
      the
      Agent, the Lessor and the Note Holders, each in its sole discretion, to the
      effect that, among other things, (i) the Property is in compliance with all
      applicable Environmental Laws (regardless of whether the deadline for compliance
      would otherwise expire after the Expiration Date) as determined by the
      Environmental Consultant and Special Counsel selected by the Agent;
      (ii) the Property is free from all Hazardous Materials except those that
      are present in amounts or concentrations that will not give rise to a material
      liability for a removal or remediation under Environmental Laws; and
      (iii) there is no pending or threatened litigation, investigation or other
      legal proceeding of any kind that could result in any liability under applicable
      Environmental Laws to any Note Holder, the Agent or the Lessor or in the
      imposition of any Lien on the Property;

     

    (b) a
      report
      of the Appraiser or Independent Engineer chosen by the Lessor, satisfactory
      to
      the Lessor to the effect that (A) the Property has been maintained in all
      material respects in accordance with the terms and conditions of this Lease
      Agreement and the other Operative Documents and the requirements of all Legal
      Requirements, Applicable Permits and Prudent Industry Practice; (B) the
      Property meets or exceeds the original design specifications and functionality
      requirements and has adequate parking facilities for its Intended Use; and
      (C) no Casualty has occurred during the Lease Term which has not been
      remedied in accordance with the terms of this Lease Agreement and the other
      Operative Documents;

     

    (c) all
      contracts, permits and manuals, if any, entered into, owned or licensed by
      the
      Lessee (where permitted by the terms of any such contract, permit or manual)
      that are required to operate the Property;

     

    (d) all
      Fixed
      Rent and Additional Rent with respect to the Property will have been paid in
      full through such expiration or termination of the Lease Term;

     

    (e) the
      Lessee shall have removed, or caused the removal from the Property of, at the
      Lessee's sole expense, any inventory, fixtures, machinery, equipment or other
      property belonging to the Lessee or third parties in compliance with
      Section 9.04;

     

    (f) an
      Officer's Certificate (in form and substance satisfactory to the Agent) to
      the
      effect that (A) no Alterations to the Property has resulted in a material
      and adverse effect the Property's economic useful life or fair market value
      and
      (B) the Property has been maintained in all material respects in accordance
      with the requirements of the Ground Lease, the Sub-Ground Lease, all Legal
      Requirements and Applicable Permits;

     

    (g) if
      directed to do so by the Lessor, the Lessee (at its expense) shall execute
      and
      deliver any and all further instruments, agreements and documents as may, in
      the
      opinion of the Lessor, be necessary to confirm the termination and expiration
      of
      this Lease Agreement, to acknowledge that the Lessee, from the date of such
      termination and expiration, ceases to have any interest in the Property (other
      than its interest as Ground Lessee) and to confirm the Lessor's lease interest
      in the Property as Sub-Ground Lessee;

     

    
      
        
        

      

      
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    (h) subject
      to the Ground Lease, evidence satisfactory to the Agent that the Lessor
      otherwise has title to, or other rights in respect of, the Property and other
      assets or rights as may be necessary or appropriate either (1) to occupy
      the Property or (2) to sell, lease, exchange, assign, encumber or otherwise
      dispose of the Property, in each case in conformity with all Legal Requirements,
      applicable Insurance Requirements, and contractual commitments binding on the
      Property, including any licenses, servitudes, easements and rights-of-way;
      

     

    (i) to
      the
      extent permitted by the terms thereof and applicable laws, rights to all
      patents, patent applications, licenses, proprietary computer software, operating
      and other manuals, laboratory test procedures and methods, "know-how",
      copyrights or other intellectual property as are necessary for the operation
      and
      maintenance of the Property for the Intended Use;

     

    (j) receipt
      by the Agent of an agreement (the "Return
      Indemnity Agreement")
      executed by the Lessee and reasonably satisfactory in form and substance to
      the
      Lessor pursuant to which the Lessee (A) represents, warrants and covenants
      that the Return Conditions have been satisfied and (B) agrees to indemnify
      and hold harmless the Lessor and the other Lessor Parties against any loss,
      cost, expense (including reasonable fees and expenses of legal counsel,
      accountants and other professionals), tax, penalty or other liability of any
      kind incurred as a consequence of the falsity or breach of the representations,
      warranties and covenants of the Lessee described in clause (A) above, which
      Return Indemnity Agreement shall expressly provide that, subject to the
      provisions of the Ground Lease, the rights of the Lessor thereunder will be
      assignable to any successor or assignee of the Lessor; and

     

    (k) all
      restoration, rebuilding, repair and remediation of the Facility required under
      this Lease Agreement shall have been completed prior to the date on which the
      Lessor receives notice of the Lessee's election to terminate the Lease Agreement
      pursuant to Section 6.06(b) of the Participation Agreement, and, on or
      prior to the Expiration Date, the Facility shall be in good and full operating
      condition.

     

    Section
      9.06 Survival. 

     

    The
      obligations of the Lessee under this Article IX will survive the expiration
      or any termination of the Lease Term (whether by operation of Law or otherwise)
      for all matters described in this Article IX which occur or arise prior to
      such expiration or termination or arise out of or result from facts, events,
      claims, liabilities, actions or conditions occurring, arising or existing on
      or
      before such expiration or termination.

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    TAX
      MATTERS

     

    Section
      10.01 Property
      Charges. 

     

    The
      Lessee shall pay or cause to be paid, subject to Section 10.02, all
      Property Charges arising out of the ownership, leasing, use or occupancy of
      the
      Property before the same become delinquent. If any such Charges may legally
      be
      paid in installments, such Charges may be so paid in installments; provided
      that the
      Lessee pay all such Property Charges in full on or prior to the Expiration
      Date.

     

    Section
      10.02 Certain
      Contest Rights.  

     

    (a) So
      long
      as (A) no Termination Notice has been delivered and (B) no Event of
      Default has occurred and is continuing, the Lessee will not be required, nor
      will the Lessor have the right, to pay, discharge or remove any Charges or
      to
      comply or cause the Property or any portion thereof to comply with any
      applicable Legal Requirement or to pay any materialman's, laborer's or
      undischarged or unremoved Lien, as long as the Lessee shall, at its sole cost
      and expense, contest, or cause to be contested, diligently and in good faith,
      the existence, amount or validity thereof by appropriate proceedings, which
      proceedings shall (i) in the case of any unpaid Charges arising from the
      leasing, use or occupancy of the Property or any portion thereof or undischarged
      or unremoved Lien prevent the collection thereof from the Lessor or against
      the
      Property or any portion thereof, (ii) prevent (to the extent permitted
      under applicable Law) forfeiture or loss of the Property or any portion thereof,
      (iii) not subject the Agent or a Note Holder to the risk of any criminal
      liability or civil penalties or fines for failure to comply therewith, (iv)
      not
      subject the Lessor to the risk of any criminal liability or any civil penalties
      or fines in excess of a deminimus amount for the failure to comply therewith,
      against which the Lessor has not received an indemnity satisfactory to the
      Lessor and the Agent and (v) not have, individually or in the aggregate, a
      Material Adverse Effect. The Lessee shall give such assurances as may be
      reasonably demanded by the Lessor to insure ultimate payment of such Charges
      or
      the discharge or removal of any such materialman's, laborer's or mechanic's
      Lien
      or to insure compliance with such Legal Requirement and to prevent (to the
      extent permitted under applicable Law) any forfeiture or loss of the Property
      or
      any portion thereof, or any interference with or deductions from any Additional
      Rent or any other sum required to be paid to or for the benefit of the Lessor,
      the Agent or a Note Holder by reason of such non-payment, non-discharge,
      non-removal or non-compliance.

     

    (b) The
      Lessor shall cooperate with the Lessee in any such contest and shall allow
      the
      Lessee to conduct such contest (in the name of the Lessor, if necessary, and
      to
      the extent permitted by applicable Law) at the Lessee's sole cost and expense;
      provided
      that the
      Lessor will not be required to execute any documents which would
      (i) materially adversely affect the fair market value, use or the operation
      of the Property or any portion thereof or (ii) be reasonably likely to
      subject the Lessor, the Agent or any Note Holder to any liability or result
      in
      the admission of liability, guilt or culpability on the part of such Persons.
      The Lessee shall notify the Lessor of each such proceeding not later than five
      (5) Business Days prior to the commencement thereof, which notice will describe
      such proceeding in reasonable detail.

     

    (c) The
      Lessee shall, after the final determination (including appeals) of any contest
      brought by it pursuant to this Section 10.02, promptly pay and discharge
      all amounts which are determined to be payable therein and will be entitled
      to
      receive and retain for its own account all amounts refunded and/or rebated
      as a
      result of any such contest, and if the Lessor receives any amount as a result
      of
      such contest to which it is not otherwise entitled pursuant to this Lease
      Agreement, then it shall promptly return such amount to the Lessee.

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    MISCELLANEOUS

     

    Section
      11.01 Notices. 

     

    All
      notices, consents, directions, approvals, instructions, requests and other
      communications given pursuant to this Lease Agreement will be sent to the
      parties hereto at the address set forth in Schedule I to the Participation
      Agreement and will be given in the manner and shall be effective at the times
      and under the terms set forth in Section 9.02 of the Participation
      Agreement. Any notices, consents, directions, approvals, instructions, requests
      and other communications given by the Lessee to the Lessor hereunder shall
      simultaneously be provided to the Agent at the address of the Agent set forth
      in
      Schedule I to the Participation Agreement or such other address as the Agent
      may
      designate from time to time in writing to the parties hereunder.

     

    Section
      11.02 No
      Default Certificate. 

     

    Each
      party hereto will, at the reasonable request of the other party hereto, deliver
      to such other party a certificate stating whether such first party has knowledge
      that, or has received notice from any Person that, any Casualty, Condemnation,
      Default, Event of Default, Environmental Event, Environmental Trigger or Unwind
      Event has occurred and is continuing.

     

    Section
      11.03 Severability. 

     

    If
      any
      provision hereof or the application thereof to any Person or circumstance will
      be invalid or unenforceable, the remaining provisions hereof, or the application
      of such provision to Persons or circumstances other than those as to which
      it is
      invalid or unenforceable, will not be affected thereby, and each provision
      hereof will be valid and will be enforceable to the extent permitted by
      applicable Law.

     

    
      
        
        

      

      
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    Lease
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    Section
      11.04 Binding
      Effect. 

     

    All
      provisions contained in this Lease Agreement will be binding upon, inure to
      the
      benefit of and be enforceable by, the respective successors and permitted
      assigns of the Lessor and the Lessee to the same extent as if each successor
      and
      assignee were named as a party hereto. Subject to the provisions of
      Section 2.03 of this Lease Agreement and the other Operative Documents, the
      Lessor may assign all or any portion of the Property and/or its rights under
      this Lease Agreement.

     

    Section
      11.05 Applicable
      Law.  

     

    This
      Lease Agreement is governed by French law.

     

    Section
      11.06 No
      Recourse. 

     

    No
      recourse will be had against the Lessor, the Agent, any Note Holder or their
      respective successors, assigns, controlling persons, directors, officers,
      partners, employees, agents or shareholders, and their successors and assigns
      for any claim based on any failure by the Lessor in the performance or
      observance of any of the agreements, covenants or provisions contained in this
      Lease Agreement and in the event of any such failure, recourse will be had
      solely against the Property; provided,
      however,
      that
      nothing contained in this Lease Agreement shall be taken to prevent enforcement
      of this Lease Agreement or of any claim against the Lessor or any other Person
      arising out of or in connection with this Lease Agreement based on fraud, gross
      negligence (faute
      lourde)
      or
      willful misconduct (dol)
      of the
      Lessor or such other Person or with respect to any Lessor Lien.

     

    Section
      11.07 Lessor's
      Right to Cure Lessee's Default. 

     

    If
      the
      Lessee fails to make any payment or perform any act required to be made or
      performed under this Lease Agreement, the Lessor, after notice to the Lessee
      and
      without waiving any default or releasing the Lessee from any obligation, may
      (but will be under no obligation to) make such payment or perform such act
      for
      the account and at the cost and expense of the Lessee, and may enter upon the
      Lessee's property or the property of third parties for such purpose and take
      all
      such action thereon as, at the Lessor's sole discretion, may be necessary or
      appropriate therefor. No such entry will be deemed an eviction of the Lessee
      or
      a breach of the Lessor's covenant for quiet possession pursuant to
      Section 2.03. All sums so paid by the Lessor and all costs and expenses
      (including reasonable attorneys' fees and expenses so incurred, together with
      interest thereon at the Default Rate to the extent permitted by Law) will be
      paid by the Lessee to the Lessor on demand as Additional Rent.

     

    
      
        
        

      

      
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    Section
      11.08 Lessee's
      Right to Contest Property Taxes. 

     

    The
      Lessee, at its own cost and expense and in compliance with
      Section 10.02(b), will have the sole right, at any time, to seek, in good
      faith, a reduction in the assessed valuation of the Property or any portion
      thereof or to contest, in good faith, any real or personal property taxes for
      the Property or any portion thereof or to contest, in good faith, any dues,
      fees
      or assessments payable under the Participation Agreement. The Lessor will not
      be
      required to join in any proceeding or contest brought by the Lessee unless
      the
      provisions of any Legal Requirement require that the proceeding or contest
      be
      brought by or in the name of the owner of the Property. In that case the Lessor
      shall join in the proceeding or contest or permit it to be brought in the
      Lessor's name as long as the Lessee reimburses the Lessor for any and all costs
      and expenses incurred by the Lessor in connection therewith. The Lessee, on
      a
      final non-appealable determination of the proceeding or contest, shall
      immediately pay, discharge and satisfy any decision or judgment rendered,
      together with all costs, interest and penalties incidental to the decision
      or
      judgment.

     

    Section
      11.09 Limitations
      on Amounts Payable. 

     

    Notwithstanding
      anything to the contrary contained in this Lease Agreement or any of the other
      Operative Documents, the amounts which the Lessee is obliged to pay, as Fixed
      Rent pursuant to this Lease Agreement and the other Operative Documents, and
      the
      amounts which the Lessor, the Agent and the Note Holders are entitled to receive
      as Fixed Rent pursuant to this Lease Agreement and the other Operative
      Documents, are subject to limitations pursuant to Section 9.17 of the
      Participation Agreement.

     

    Section
      11.10 Amendments. 

     

    No
      change, amendment or modification of any of the provisions of this Lease
      Agreement will be valid unless set forth in a written instrument signed by
      the
      party to be bound thereby and unless otherwise given effect in accordance with
      Section 9.04 of the Participation Agreement, as applicable. Any costs,
      fees, expenses of the Lessor or any party to the Participation Agreement
      (including attorney's fees) incurred by such parties in connection with any
      amendment or extension of the Lease Term shall, unless otherwise agreed to
      in
      writing by such parties in their sole discretion, be borne by the
      Lessee.

     

    Section
      11.11 Remaining
      Moneys. 

     

    Except
      as
      otherwise provided for herein and except after the occurrence and during the
      continuance of an Event of Default, any and all moneys remaining, and all
      residual interests in the Property after all payments of interest on and
      principal of the Notes, and all payments of current yield on and the outstanding
      Investments, all payments of other sums due to the parties entitled thereto
      under the Operative Documents with respect to the Property and all unpaid
      amounts in respect of Unreimbursed Losses have been made in accordance with
      the
      Operative Documents, will be paid and assigned to the Lessee.

     

    
      
        
        

      

      
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    Section
      11.12 Jurisdiction
      of French Courts; Election of Domicile.  

     

    (a)
      The
Tribunal
      de Commerce de Paris
      has
      exclusive jurisdiction to settle any dispute arising out of or in connection
      with this Lease Agreement (including a dispute regarding the existence, validity
      or termination of this Lease Agreement) (a "Dispute").

     

    (b)
      Paragraph (a) above is for the benefit of the Lessor only. As a result, the
      Lessor shall not be prevented from taking proceedings relating to a Dispute
      in
      any other courts with jurisdiction. To the extent allowed by law, the Lessor
      may
      take concurrent proceedings in any number of jurisdictions.

     

    (c)
      Without prejudice to any other mode of service allowed under any relevant law,
      the Lessor irrevocably elects domicile at Citicenter,
      19 Le Parvis, 92800 Puteaux,
      France
      and the Lessee irrevocably elects domicile at 31
      boulevard Winston Churchill, 76600 Le Havre,
      France,
      in each case for the purpose of serving any judicial or extra-judicial documents
      in relation to any action or proceedings referred to above.

     

    Section
      11.13 Agent. 

     

    It
      is
      expressly understood and agreed by the parties hereto that any express duties
      or
      obligations of the Lessor hereunder and the rights of the Lessor to exercise
      remedies hereunder shall be undertaken by the Lessor only at the direction
      or
      authorization of the Agent.

     

    Section
      11.14 Other
      Matters. 

     

    The
      Lessee acknowledges that neither the Lessor, the Agent or any Note Holder or
      any
      Affiliate of any thereof is making any representation, nor is it required to
      make any disclosure now or in the future, with respect to the parties' tax
      or
      accounting treatment of the Property or the financing thereof, nor is the
      Lessor, the Agent or any Note Holder or any Affiliate of any thereof
      responsible, nor will it be responsible in the future, for tax and accounting
      advice with respect to the Property or the financing thereof, and the Lessee
      has
      had or will have the benefit of the advice of its own independent tax and
      accounting advisors with respect to such matters.

     

    Remainder
      of Page Intentionally Left Blank

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be
      duly
      executed by their respective Officers thereunto duly authorized on the date
      set
      out at the beginning of this Lease Agreement.

     

    Signed
      in
      five originals.

     

    
      	 	 	 
	 	
              LESSOR:

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 


    

     

    
      	 	 	 
	 	
              LESSEE:

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Lease
        Agreement


    

    EXHIBIT
      A

     

    (Description
      of the Land)