**Exhibit 10.2**

****AIRCOMMERCIAL REAL ESTATE ASSOCIATIONSTANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET

**(DONOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)**

**1.**                          BasicProvisions (“Basic Provisions”).

1.1**                    Parties:**This Lease **(“Lease”**), dated for referencepurposes only May 18, 2007, is made by and between First Industrial, L.P., aDelaware limited partnership (**“Lessor”**),and National RV, Inc., a California corporation (**“Lessee”**),(collectively the **“Parties,”** orindividually a **“Party”**).

1.2**                    Premises:**That certain real property, including all improvements therein or to beprovided by Lessor under the terms of this Lease, and commonly known as 3411 N.Perris Boulevard, located in the County of Riverside, State of California andgenerally described as (describe briefly the nature of the property and, ifapplicable, the **“Project”**, if the property islocated within a Project) Three (3) buildings containing approximately 383,395square feet (Building One - approximately 156,768 square feet; Building Two - approximately152,510 square feet; Building Three - approximately 74,117 square feet) **(“Premises”)**. (See also Paragraph 2)

1.3**                   ****Term:** The term (**“Original Term”**) shallcommence on May 18, 2007 (**“****Commencement Date”**)and end on May 31, 2017 (**“Expiration Date”**).(See also Paragraph 3)

1.5**                    Base Rent:**$145,690.10 per month (**“Base Rent”**),payable on the first day of each month commencing on the Commencement Date.(See also Paragraph 4)x if this box is checked, there are provisionsin this Lease for the Base Rent to be adjusted.

**1.6**                    Base Rent andOther Monies Paid Upon Execution:

(a)                    **Base Rent:** $211,485.63 for the period May 18, 2007 throughJune 30, 2007.

(b)                   **Security Deposit:** $3,250,000.00 (**“Security Deposit”**). (See Rider)

(c )                 **Association Fees:** $ N/A for the period

(d)**                   Other:**$31,481.67 for Additional Rent (NNN charges) for May 18, 2007-June 30, 2007

(e)                    **Total Due Upon Execution of this Lease:** $242,967.30 (plusthe $3,250,000.00 Security Deposit).

1.7                    **Agreed Use:** Manufacturing, warehousing, assembly, ancillaryoffice, servicing of vehicles and any other lawful use incidental thereto. (Seealso Paragraph 6)

1.8                    **Insuring Party:** Lessor is the **“InsuringParty”** unless otherwise stated herein. (See also Paragraph 8)

1.10              **Guarantor.** The obligations of the Lessee under this Lease areto be guaranteed by National RV Holdings, Inc., a Delaware corporation **(“Guarantor”**). (See also Paragraph 37)

1.11              **Attachments.** Attached hereto are the following, all of whichconstitue a part of this Lease:

oan Addendum consisting of Paragraphs                                     through                                    ;

xa plot plan depicting the Premises:

xa current set of the Rules and Regulations;

oa Work Letter;

xother (specify): A Rider
|                                                          | ** ** | ** **            | /s/ TM |
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| **INITIALS**                                             | ** ** | **INITIALS**          |
| ** **                                               | ** ** | ** **            |
| **ã2001  - AIR COMMERCIAL REAL ESTATE ASSOCIATION** | ** ** | **FORM  STN-9-3/06E** |
|                                                          |            |                       |        |  |  |

 

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2.                          **Premises.**

2.1                    **Letting.**Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, thePremises, for the term, at the rental, and upon all of the terms, covenants andconditions set forth in this Lease. Unless otherwise provided herein, anystatement of size set forth in this Lease, or that may have been used incalculating Rent, is an approximation which the Parties agree is reasonable andany payments based thereon are not subject to revision whether or not theactual size is more or less. **Note: Lessee is advised toverify the actual size prior to executing this Lease.**

If the building codes,applicable laws, covenants or restrictions of record, regulations andordinances (“Applicable Requirements”) are hereafter changed so as to requireduring the term of this Lease the construction of an addition to or analteration of the Premises and/or Building, the remediation of any HazardousSubstance, or the reinforcement or other physical modification of the Unit,Premises and/or Building (**“Capital Expenditure”**),Lessor and Lessee shall allocate the cost of such work as follows:

(a)                    Subject toParagraph 2.3(c) below, if such Capital Expenditures are required as a resultof the specific and unique use of the Premises by Lessee as compared withgeneral manufacturing uses, Lessee shall be fully responsible for the costthereof, provided, however that if such Capital Expenditure is required duringthe last 2 years of this Lease and the cost thereof exceeds 6 months’ BaseRent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, inwriting, within 10 days after receipt of Lessee’s termination notice thatLessor has elected to pay the difference between the actual cost thereof and anamount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shallimmediately cease the use of the Premises which requires such CapitalExpenditure and deliver to Lessor written notice specifying a termination dateat least 90 days thereafter. Such termination date shall, however, in no eventbe earlier nor later than the last day that Lessee could legally utilize thePremises without commencing such Capital Expenditure.

(b)                   If such CapitalExpenditure is not the result of the specific and unique use of the Premises byLessee (such as, governmentally mandated seismic modifications), then the costof the Capital Expenditure shall be amortized by Lessor over the useful life ofthe Capital Expenditure (as reasonably determined by the parties applyinggenerally accepted accounting principles, **“GAAP”**),together with interest at the “prime” or “reference” or “base” rate (on a perannum basis) of interest announced as such, from time to time, by JP MorganChase Bank, NA, or its successor (**“Prime”**).If, however, such Capital Expenditure is required during the last 2 years ofthis Lease or if Lessor reasonably determines that it is not economicallyfeasible to pay its share thereof, Lessor shall have the option to terminatethis Lease upon 90 days prior written notice to Lessee unless Lessee notifiesLessor, in writing, within 10 days after receipt of Lessor’s termination noticethat Lessee will pay for such Capital Expenditure.

(c)                    Notwithstandingthe above, the provisions concerning Capital Expenditures are intended to applyonly to non-voluntary, unexpected, and new Applicable Requirements. If theCapital Expenditures are instead triggered by Lessee as a result of an actualor proposed change in use, change in intensity of use, or modification to thePremises then, and in that event, Lessee shall either: (i) immediately ceasesuch changed use or intensity of use and/or take such other steps as may benecessary to eliminate the requirement for such Capital Expenditure, or (ii)complete such Capital Expenditure at its own expense. Lessee shall not,however, have any right to terminate this Lease.

2.4                    **Acknowledgements.** Lessee acknowledges that: (a) it has beenadvised by Lessor to satisfy itself with respect to the condition of thePremises (including but not limited to the electrical, HVAC and fire sprinklersystems, security, environmental aspects, and compliance with ApplicableRequirements and the Americans with Disabilities Act), and their suitability forLessee’s intended use, (b) Lessee has made such investigation as it deemsnecessary with reference to such matters and assumes all responsibilitytherefor as the same relate to its occupancy of the Premises, and (c) neitherLessor, Lessor’s agents, nor Brokers have made any oral or writtenrepresentations or warranties with respect to said matters other than as setforth in this Lease. In addition, Lessor acknowledges that: (i) Brokers havemade no representations, promises or warranties concerning Lessee’s ability tohonor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’ssole responsibility to investigate the financial capability and/or suitabilityof all proposed tenants.

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2.5                    **Lessee as Prior Owner/Occupant.**Lessee agrees that Lessee isfamiliar with the condition of the Premises as Lessee has had possession andoccupancy of the Premises prior to the Commencement Date (and prior to Lessor’sacquisition of the Project) and Lessee hereby accepts the Premises on an “As-is,”“Where-is” basis with all faults and defects. **Thewarranties made by Lessor in Paragraph 2 shall be of no force or effect ifimmediately prior to the****Commencement Date Lessee was the owner or occupant of thePremises. In such event, Lessee shall be responsible for any necessarycorrective work.**

3.                          **Term.**

3.1                    **Term.**The Commencement Date, Expiration Date and OriginalTerm of this Lease are as specified in Paragraph 1.3.

3.4                    **Lessee Compliance**. Lessor shall not berequired to deliver possession of the Premises to Lessee until Lessee complieswith its obligation to provide evidence of insurance (Paragraph 8.5). Pendingdelivery of such evidence, Lessee shall be required to perform all of itsobligations under this Lease from and after the Start Date, including thepayment of Rent, notwithstanding Lessor’s election to withhold possessionpending receipt of such evidence of insurance.

4.**                          Rent.**

4.1.                 **Rent Defined.**All monetary obligations of Lessee to Lessorunder the terms of this Lease (except for the Security Deposit) are deemed tobe rent (**“Rent”**).

4.2                    **Payment.**Lessee shall cause payment of Rent to be receivedby Lessor in lawful money of the United States, without offset or deduction(except as specifically permitted in this Lease), on or before the day on whichit is due. All monetary amounts shall be rounded to the nearest whole dollar.In the event that any invoice prepared by Lessor is inaccurate such inaccuracyshall not constitute a waiver and Lessee shall be obligated to pay the amountset forth in this Lease. Rent for any period during the term hereof which isfor less than one full calendar month shall be prorated based upon the actualnumber of days of said month. Payment of Rent shall be made to Lessor at FirstIndustrial, L.P., P.O. Box 100363, Pasadena, California 91189-0363, or if sentby overnight courier, Arroyo Parkway Plaza, Suite 150, 1111 South ArroyoParkway, Pasadena, California 91105-1103, Attention: First Industrial, L.P.,Box 100363 or to such other persons or place as Lessor may from time to timedesignate in writing. Acceptance of a payment which is less than the amountthen due shall not be a waiver of Lessor’s rights to the balance of such Rent,regardless of Lessor’s endorsement of any check so stating. In the event thatany check, draft, or other instrument of payment given by Lessee to Lessor isdishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 inaddition to any Late Charge. Payments will be applied first to accrued latecharges and attorney’s fees, second to accrued interest, then to Base Rent, andany remaining amount to any other outstanding charges or costs.

5.**                          SecurityDeposit.** See Rider.

6**                             Use.**

6.1                    **Use.**Lessee shall use and occupy the Premises only for theAgreed Use,

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and for no other purpose. Lessee shall not use or permitthe use of the Premises in a manner that is unlawful, creates damage, waste ora nuisance, or that unreasonably disturbs occupants of or causes damage toneighboring premises or properties. Other than guide, signal and seeing eyedogs, Lessee shall not keep or allow in the Premises any pets, animals, birds,fish, or reptiles. Lessor shall not unreasonably withhold or delay its consentto any written request for a modification of the Agreed Use, so long as thesame will not impair the structural integrity of the improvements on thePremises or the mechanical or electrical systems therein, and/or is notsignificantly more burdensome of the Premises. If Lessor elects to withholdconsent, Lessor shall within 7 days after such request give written notificationof same, which notice shall include an explanation of Lessor’s objections tothe change in the Agreed Use. Upon Lessor’s request, Lessee shall complete anddeliver to Lessor a “Lessee Operations Inquiry Form” in the form reasonablyrequested by Lessor describing the nature of Lessee’s proposed businessoperations at the Premises, which form is intended to and shall be, relied uponby Lessor.

6.2                    **Hazardous Substances.**

(a)                    **Reportable Uses Require Consent.** The term **“Hazardous Substances”**as used in this Lease shall mean anyproduct, substance, or waste whose presence, use, manufacture, disposal,transportation, or release, either by itself or in combination with othermaterials expected to be on the Premises, is either: (i) potentially injuriousto the public health, safety or welfare, the environment or the Premises, (ii)regulated or monitored by any governmental authority, or (iii) a basis forpotential liability of Lessor to any governmental agency or third party underany applicable statute or common law theory. Hazardous Substances shallinclude, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crudeoil or any products, by-products or fractions thereof. Lessee shall not engagein any activity in or on the Premises which constitutes a Reportable Use ofHazardous Substances without the express prior written consent of Lessor andtimely compliance (at Lessee’s expense) with all Applicable Requirements. **“Reportable Use”** shall mean (i) the installation or use ofany above or below ground storage tank, (ii) the generation, possession,storage, use, transportation, or disposal of a Hazardous Substance thatrequires a permit from, or with respect to which a report, notice, registrationor business plan is required to be filed with, any governmental authority,and/or (iii) the presence at the Premises of a Hazardous Substance with respectto which any Applicable Requirements requires that a notice be given to personsentering or occupying the Premises or neighboring properties. Notwithstandingthe foregoing, Lessee may use any ordinary and customary materials reasonablyrequired to be used in the normal course of the Agreed Use, ordinary officesupplies (copier toner, liquid paper, glue, etc.) and common household cleaningmaterials, so long as such use is in compliance with all ApplicableRequirements. Furthermore, Lessee may use those materials used in its operationas a manufacturer of recreational vehicles [(including, without limitation,paint booths and the existing DST (as defined in the Rider)] so long as suchuse is in compliance with all Applicable Requirements. In addition, Lessor maycondition its consent to any additional Reportable Use upon receiving suchadditional assurances as Lessor reasonably deems necessary to protect itself,the public, the Premises and/or the environment against damage, contamination,injury and/or liability, including, but not limited to, the installation (andremoval on or before Lease expiration or termination) of protectivemodifications if ordered by a governmental agency having jurisdiction over theProperty, (such as concrete encasements) and/or reasonably increasing theSecurity Deposit.

(b)                   **Duty to Inform Lessor.** If Lessee knows, or has reasonablecause to believe, that a Hazardous Substance has come to be located in, on,under or about the Premises, other than as previously consented to by Lessor,Lessee shall immediately give written notice of such fact to Lessor, andprovide Lessor with a copy of any report, notice, claim or other documentationwhich it has concerning the presence of such Hazardous Substance.

(c)                    **Lessee Remediation.** Lessee shall not cause or permit anyHazardous Substance to be spilled or released in, on, under, or about thepremises (including through the plumbing or sanitary sewer system) and shallpromptly, at Lessee’s expense, comply with all Applicable Requirements and takeall investigatory and/or remedial action reasonably recommended, whether or notformally ordered or required, for the cleanup of any contamination of, and forthe maintenance, security and/or monitoring of the Premises or neighboringproperties, that was caused or materially contributed to by Lessee, orpertaining to or involving any Hazardous Substance brought onto the Premisesduring the term of this Lease, by or for Lessee, or any third party.

(d)                   **Lessee Indemnification.** Lessee shall indemnify, defend and hold Lessor, its agents,employees, lenders and ground lessor, if any, harmless from and against any andall loss of rents and/or damages, liabilities, judgments, claims, expenses,penalties, and attorneys’ and consultants’ fees arising out of or involving anyHazardous Substance brought onto the Premises by or for Lessee, or any thirdparty under the control of Lessee (provided, however, that Lessee shall have noliability under this Lease with respect to underground migration of anyHazardous Substance under the Premises from adjacent properties not caused orcontributed to by Lessee). Lessee’s obligations shall include, but not belimited to, the effects of any contamination or injury to person, property orthe environment created or suffered by Lessee, and the cost of investigation,removal, remediation, restoration and/or abatement, and shall survive theexpiration or termination of this Lease. **No termination, cancellationor release agreement entered into by Lessor and Lessee shall release Lesseefrom its obligations under this Lease with respect to Hazardous Substances,unless specifically so agreed by Lessor in writing at the time of suchagreement.**

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6.3                    **Lessee’s Compliance with Applicable Requirements.** Except as otherwise provided inthis Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in atimely manner, materially comply with all Applicable Requirements, therequirements of any applicable fire insurance underwriter or rating bureau, andthe recommendations of Lessor’s engineers and/or consultants which relate inany manner to the such Applicable Requirements, without regard to whether suchApplicable Requirements are now in effect or become effective after theCommencement Date. Lessee shall, within 10 days after receipt of Lessor’swritten request, provide Lessor with copies of all permits and other documents,and other information evidencing Lessee’s compliance with any Applicable Requirementsspecified by Lessor, and shall immediately upon receipt, notify Lessor inwriting (with copies of any documents involved) of any threatened or actualclaim, notice, citation, warning, complaint or report pertaining to orinvolving the failure of Lessee or the Premises to comply with any ApplicableRequirements. Likewise, Lessee shall immediately give written notice to Lessorof: (i) any water damage to the Premises and any suspected seepage, pooling,dampness or other condition conducive to the production of mold; or (ii) anymustiness or other odors that might indicate the presence of mold in thePremises.

6.4                    **Inspection;****Compliance.**Lessor and Lessor’s **“Lender”** (asdefined in Paragraph 30) and consultants shall have the right to enter intoPremises at any time, in the case of an emergency, and otherwise at reasonabletimes after reasonable notice, for the purpose of inspecting the condition ofthe Premises and for verifying compliance by Lessee with this Lease. The costof any such inspections shall be paid by Lessor, unless a material violation ofApplicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1)is found to exist or be imminent. In such case, Lessee shall upon requestreimburse Lessor for the cost of such inspection, so long as such inspection isreasonably related to the violation or contamination. In addition, Lessee shallprovide copies of all relevant material safety data sheets (**MSDS**) to Lessor within 10 days of thereceipt of a written request therefor. Lessee’s obligations and liabilitiesunder this Section 6.4 shall be limited to the acts and/or omissions of Lesseeor any party within Lessee’s control. Lessee shall not be obligated to pay forany costs incurred pursuant to this Section 6.4 which are unreasonable.

7.**                          Maintenance;Repairs, Utility Installations; Trade Fixtures and Alterations.**

7.1**                    Lessee’sObligations.**

(a)                    **In General.**Subject to the provisions of 6.3 (Lessee’sCompliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damageor Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense,keep the Premises, Utility Installations (intended for Lessee’s exclusive use,no matter where located), and Alterations in good order, condition and repair(whether or not the portion of the Premises requiring repairs, or the means ofrepairing the same, are reasonably or readily accessible to Lessee, and whetheror not the need for such repairs occurs as a result of Lessee’s use, any prioruse, the elements or the age of such portion of the Premises), including, butnot limited to, all equipment or facilities, such as plumbing, HVAC equipment,electrical, lighting facilities, boilers, pressure vessels, fire protectionsystem, fixtures, walls (interior and exterior), foundations, ceilings, roofs,roof drainage systems, floors, windows, doors, plate glass, skylights,landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalksand parkways located in, on, or adjacent to the Premises. Lessee, in keepingthe Premises in good order, condition and repair, shall exercise and performgood maintenance practices, specifically including the procurement andmaintenance of the service contracts required by Paragraph 7.1(b) below. Lessee’sobligations shall include restorations, replacements or renewals when necessaryto keep the Premises and all improvements thereon or a part thereof in goodorder, condition and state of repair. Lessee shall, during the term of thisLease, keep the exterior appearance of the Building in a first-class condition(including, e.g. graffiti removal) consistent with the exterior appearance ofother similar facilities of comparable age and size in the vicinity, including,when necessary, the exterior repainting of the Building.

(b)                   **Service Contracts.**Subject to the last sentence of thisSection 7.1(b), Lessee shall, at Lessee’s sole expense, procure and maintaincontracts, with copies to Lessor, in customary form and substance for, and withcontractors specializing and experienced in the maintenance of the followingequipment and improvements, if any, if and when installed on the Premises: (i)HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishingsystems, including fire alarm and/or smoke detection, (iv) landscaping andirrigation systems, (v) roof covering and drains, (vi) clarifiers (vii) basicutility feed to the perimeter of the Building, and (viii) any other equipment,if reasonably required by Lessor. With respect to the service contract for theHVAC equipment, Lessee shall maintain in full force and effect, a preventativemaintenance and service contract with a reputable service provider formaintenance of the HVAC equipment of the Premises (the **“HVACMaintenance Contract”**). The terms and provisions of the HVACMaintenance Contract shall require that the service provider maintain thePremises, HVAC system in accordance with the manufacturer’s recommendations andotherwise in accordance with normal, customary and reasonable practices in thegeographic area in which the Premises is located and for HVAC equipmentcomparable to the Premises’ HVAC system. Within 30 days following theCommencement Date, Lessee shall procure and deliver to Lessor the HVACMaintenance Contract. Thereafter, Lessee shall provide to Lessor a copy ofrenewals or replacements of such HVAC Maintenance Contract no later than 30days prior to the then-applicable expiry date of the existing HVAC MaintenanceContract. If Lessee fails to timely deliver to Lessor the HVAC MaintenanceContract (or any applicable renewal or replacement thereof), then Lessor shallhave the right to contract directly for the periodic maintenance of the HVACequipment in the Premises and to charge the cost thereof back to Lessee asRent. Lessor acknowledges and agrees that so long as a reputable technicianthat is an employee of Lessee performs Lessee’s obligations under thisParagraph 7.1, then Lessee shall not be required to maintain contracts withthird party providers for any of (i) - (vi) above.

(c)                    **Failure to Perform.** If Lessee fails to perform Lessee’sobligations under this Paragraph 7.1, Lessor may enter upon the Premises after10 days’ prior written notice to Lessee (except in the case of an emergency, inwhich case no notice shall be required), perform such obligations on Lessee’sbehalf, and put the Premises in good order, condition and repair, and Lesseeshall promptly pay to Lessor a sum equal to 105% of the cost thereof.

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(d)                   **Replacement**. Subject to Lessee’s indemnification of Lessoras set forth in Paragraph 8.7 below, and without relieving Lessee of liabilityresulting from Lessee’s failure to exercise and perform good maintenancepractices, if an item described in Paragraph 7.1(b) cannot be repaired otherthan at a cost which is in excess of 50% of the cost of replacing such item, thensuch item shall be replaced by Lessor, and the cost thereof shall be amortizedby Lessor over the useful life of the replacement (in accordance with GAAP),together with interest at Prime (on a per annum basis). Lessee acknowledgesthat replacements that may be required pursuant to this Paragraph 7.1(d) shallinclude, but not be limited to, replacements of the HVAC system and the roof.

7.2                    **Lessor’s Obligations**. Subject to the provisions of 9 (Damageor Destruction) and 14 (Condemnation), it is intended by the Parties heretothat Lessor have no obligation, in any manner whatsoever, to repair andmaintain the Premises, or the equipment therein, all of which obligations areintended to be that of the Lessee. It is the intention of the Parties that theterms of this Lease govern the respective obligations of the Parties as tomaintenance and repair of the Premises, and they expressly waive the benefit ofany statute now or hereafter in effect to the extent it is inconsistent withthe terms of this Lease.

7.3                    **Utility Installations; Trade Fixtures; Alterations**.

(a)                    **Definitions**. The term “**Utility Installations**”refers to all floor and window coverings, air and/or vacuum lines, powerpanels, electrical distribution, security and fire protection systems,communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencingin or on the Premises. The term “**Trade Fixtures**”shall mean Lessee’s machinery and equipment that can be removed without doingmaterial damage to the Premises. The term “**Alterations**”shall mean any modification of the improvements, other than UtilityInstallations or Trade Fixtures, whether by addition or deletion. “**Lessee Owned Alterations and/or Utility Installations**” aredefined as Alterations and/or Utility Installations made by Lessee that are notyet owned by Lessor pursuant to Paragraph 7.4(a).

(b)                   **Consent**. Lessee shall not make any Alterations or UtilityInstallations to the Premises without Lessor’s prior written consent, whichconsent shall not be unreasonably withheld, conditioned or delayed provided,however, that it shall not be unreasonable for Lessor to withhold its consentif Lessor has approved Alterations equal to or greater than $50,000.00 duringthe preceding twelve (12) month period. Lesseemay, however, make non-structural Utility Installations to the interiorof the Premises (excluding the roof) without such consent but upon notice toLessor, as long as they are not visible from the outside, do not involvepuncturing, relocating or removing the roof or any existing walls, will notaffect the electrical, plumbing, HVAC, and/or life safety systems, and thecumulative cost thereof during this Lease as extended does not exceed a sumequal to 6 month’s Base Rent in the aggregate or a sum equal to two month’sBase Rent in any one year. Notwithstanding the foregoing, Lessee shall not makeor permit any roof penetrations and/or install anything on the roof without theprior written consent of Lessor, which consent shall not be unreasonablywithheld, conditioned or delayed. Lessor may, as a precondition to grantingsuch approval, require Lessee to utilize a contractor chosen and/or approved byLessor. Any Alterations or Utility Installations that Lessee shall desire tomake and which require the consent of the Lessor shall be presented to Lessorin written form with detailed plans. Consent shall be deemed conditioned uponLessee’s: (i) acquiring all applicable governmental permits, (ii) furnishingLessor with copies of both the permits and the plans and specifications priorto commencement of the work, and (iii) compliance with all conditions of saidpermits and other Applicable Requirements in a prompt and expeditious manner.Any Alterations or Utility Installations shall be performed in a workmanlikemanner with good and sufficient materials. If as-built plans are prepared withrespect to any Alterations or Utility Installations, then once such plans havebeen prepared, Lessee shall promptly furnish Lessor with a set.

(c)                    **Liens; Bonds**. Lessee shall pay, when due, all claims for laboror materials furnished or alleged to have been furnished to or for Lessee at orfor use on the Premises, which claims are or may be secured by any mechanic’sor materialmen’s lien against the Premises or any interest therein. Lesseeshall give Lessor not less than 10 days notice prior to the commencement of anywork in, on or about the Premises, and Lessor shall have the right to postnotices of non-responsibility. If Lessee shall contest the validity of any suchlien, claim or demand, then Lessee shall, at its sole expense defend andprotect itself, Lessor and the Premises against the same and shall pay andsatisfy any such adverse judgment that may be rendered thereon before theenforcement thereof. If Lessor shall require, Lessee shall furnish a suretybond in an amount equal to 150% of the amount of such contested lien, claim ordemand, indemnifying Lessor against liability for the same.

7.4                    **Ownership; Removal; Surrender; and Restoration**.

(a)                    **Ownership**. Subject to Lessor’s right to require removal or electownership as hereinafter provided, all Alterations and Utility Installationsmade by Lessee shall be the property of Lessee, but considered a part of thePremises. Lessor may, at any time, elect in writing to be the owner of all orany specified part of the Lessee Owned Alterations and Utility Installations.Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee OwnedAlterations and Utility Installations shall, at the expiration or terminationof this Lease, become the property of Lessor and be surrendered by Lessee withthe Premises.

(b)                   **Removal**. By delivery to Lessee of written notice from Lessornot earlier than 90 and not later than 30 days prior to the end of the term ofthis Lease, Lessor may require that any or all Lessee Owned Alterations orUtility Installations be removed by the expiration or termination of thisLease. Lessor may require the removal at any time of all or any part of anyLessee Owned Alterations or Utility Installations made without the requiredconsent.

(c)                    **Surrender; Restoration**. Lessee shall surrender the Premisesby the Expiration Date or any earlier termination date, with all of theimprovements, parts and surfaces thereof broom clean and reasonably free ofdebris. “Ordinary wear and tear” shall not include any damage or deteriorationthat would have been prevented by good maintenance practice. Lessee shallrepair any damage occasioned by the installation, maintenance or removal ofTrade Fixtures, Lessee owned Alterations and/or Utility Installations,furnishings, and equipment as well as the removal of

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any storage tank installed by or for Lessee. Lesseeshall completely remove from the Premises any and all Hazardous Substancesbrought onto the Premises by or for Lessee, or any third party under thecontrol of Lessee (except Hazardous Substances which were deposited viaunderground migration from areas outside of the Premises, or if applicable, thePremises) even if such removal would require Lessee to perform or pay for workthat exceeds statutory requirements. Trade Fixtures shall remain the propertyof Lessee and shall be removed by Lessee. In addition, Lessee shall remove fromthe Premises all property which is owned by Lessee or third parties other thanLessor and Lessee shall repair any damage caused by such removal. Any personalproperty of Lessee not removed on or before the Expiration Date or any earliertermination date shall be deemed to have been abandoned by Lessee and may bedisposed of or retained by Lessor as Lessor may desire. Notwithstanding anythingto the contrary set forth in this Lease, Lessor, at its election, shall havethe right to cause Lessee to either (i) convey the cranes located at theProject to Lessor pursuant to a quitclaim bill of sale (which conveyance shalloccur upon the expiration of this Lease) or (ii) remove the cranes from theProject, at Lessee’s sole cost and expense, pursuant to the terms of thisParagraph 7.4(c). Lessor shall notify Lessee of such election on or prior tothe expiration of this Lease. The reasonable cost of removing and disposing ofsuch property and repairing any damage to any of the Premises caused by suchremoval shall be paid by Lessee to Lessor upon demand. The failure by Lessee totimely vacate the Premises pursuant to this Paragraph 7.4(c) without theexpress written consent of Lessor shall constitute both a Default under theprovisions of Paragraph 13.1 below and a holdover under the provisions ofParagraph 26 below.

8.**                          Insurance;Indemnity.**

8.1**                    Payment ForInsurance.**Lessee shall pay for all insurance required under Paragraph 8except to the extent of the cost attributable to liability insurance carried byLessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiumsfor policy periods commencing prior to or extending beyond the Lease term shallbe prorated to correspond to the Lease term. Payment shall be made monthly byLessee to Lessor within 30 days following receipt of Lessor’s monthly rentinvoice.

8.2**                    LiabilityInsurance.**

(a)                    **Carried by Lessee.** Lessee shall obtain andkeep in force a Commercial General Liability policy of insurance protectingLessee and Lessor as an additional insured against claims for bodily injury,personal injury and property damage based upon or arising out of the ownership,use, occupancy or maintenance of the Premises and all areas appurtenantthereto. Such insurance shall be on an occurrence basis providing single limitcoverage in an amount not less than $2,000,000 per occurrence with an annualaggregate of not less than $5,000,000. Lessee shall add Lessor as an additionalinsured by means of an endorsement at least as broad as the Insurance ServiceOrganization’s “Additional Insured-Managers or Lessors of Premises” Endorsementand coverage shall also be extended to include damage caused by heat, smoke or fumesfrom a hostile fire. The policy shall contain a separation of insured partiesprovision as between insured persons or organizations, but shall includecoverage for liability assumed under this Lease as an “**insured contract**” for the performance ofLessee’s indemnity obligations under this Lease. The limits of said insuranceshall not, however, limit the liability of Lessee nor relieve Lessee of anyobligation hereunder. Lessee shall provide an endorsement on its liabilitypolicy(ies) which provides that its insurance shall be primary to and notcontributory with any similar insurance carried by Lessor, whose insuranceshall be considered excess insurance only.

(b)                   **Carried by Lessor.** Lessor shall maintainliability insurance as described in Paragraph 8.2(a), in addition to, and notin lieu of, the insurance required to be maintained by Lessee. Lessee shall notbe named as an additional insured therein.

8.3**                    PropertyInsurance - Building, Improvements and Rental Value.**

(a)                    **Building and Improvements.** The InsuringParty shall obtain and keep in force a policy or policies in the name ofLessor, with loss payable to Lessor, any ground-lessor, and to any Lenderinsuring loss or damage to the Premises. The amount of such insurance shall beequal to the full insurable replacement cost of the Premises, as the same shallexist from time to time, or the amount required by any Lender, but in no eventmore than the commercially reasonable and available insurable value thereof. IfLessor is the Insuring Party, however, Lessee Owned Alterations and UtilityInstallations, Trade Fixtures, and Lessee’s personal property shall be insuredby Lessee under Paragraph 8.4 rather than by Lessor. If the coverage isavailable and commercially appropriate, such policy or policies shall insureagainst all risks of direct physical loss or damage (except the perils of floodunless required by a Lender), including coverage for debris removal and theenforcement of any Applicable Requirements requiring the upgrading, demolition,reconstruction or replacement of any portion of the Premises as the result of acovered loss. Said policy or policies shall also contain an agreed valuationprovision in lieu of any coinsurance clause, waiver of subrogation. If suchinsurance coverage has a deductible clause, the deductible amount shall notexceed $10,000 per occurrence, and Lessee shall be liable for such deductibleamount in the event of an Insured Loss.

(b)                   **Rental Value.** The Insuring Party shallobtain and keep in force a policy or policies in the name of Lessor with losspayable to Lessor and any Lender, insuring the loss of the full Rent for oneyear with an extended period of indemnity for an additional 180 days (“RentalValue Insurance”). Said insurance shall contain an agreed valuation provision inlieu of any coinsurance clause, and the amount of coverage shall be adjustedannually to reflect the projected Rent otherwise payable by Lessee, for thenext 12 month period. Lessee shall be liable for any deductible amount in theevent of such loss.

8.4**                    Lessee’sProperty; Business Interruption Insurance.**

(a)                    **Property Damage.** Lessee shall obtain andmaintain insurance coverage on all of Lessee’s personal property, TradeFixtures, and Lessee Owned Alterations and Utility Installations. Suchinsurance shall be full replacement cost coverage with a deductible of not toexceed $250,000 per occurrence. The proceeds from any such insurance shall beused by Lessee for the replacement of personal property, Trade Fixtures andLessee Owned Alterations and Utility Installations. Lessee shall provide Lessorwith written evidence that such insurance is in force. Notwithstanding the terms of Section 8.6 below, Lessee shall be solelyliable for any and all of such deductibles in the event of an Insured Loss.

(b)                   **Business Interruption.** Lessee shall obtainand maintain loss of income and extra expense insurance in amounts as willreimburse Lessee for direct or indirect loss of earnings attributable to allperils commonly insured against by prudent lessees in the business of Lessee orattributable to prevention of access to the Premises as a result of suchperils.

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(c)                    **No Representation of Adequate Coverage.** Lessor makes no representation that the limits or forms ofcoverage of insurance specified herein are adequate to cover Lessee’s property,business operations or obligations under this Lease.

8.5                    **Insurance Policies**. Insurance required herein shall be bycompanies duly licensed or admitted to transact business in the state where thePremises are located, and with respect to insurance carried by Lessee pursuantto Section 8.2(a) above*,*maintaining during the policy term a “General Policyholders Rating” of at leastA, as set forth in the most current issue of “Best’s Insurance Guide”, or suchother rating as may be required by a Lender. Lessee shall not do or permit tobe done anything which invalidates the required insurance policies. Lesseeshall, prior to the Start Date, deliver to Lessor certified copies of policiesof such insurance or certificates evidencing the existence and amounts of therequired insurance. No such policy shall be cancelable or subject tomodification except after 30 days prior written notice to Lessor. Lessee shall,at least 10 days prior to the expiration of such policies, furnish Lessor withevidence of renewals or “insurance binders” evidencing renewal thereof, orLessor may order such insurance and charge the cost thereof to Lessee, whichamount shall be payable by Lessee to Lessor upon demand. Such policies shall befor a term of at least one year, or the length of the remaining term of thisLease, whichever is less. If either Party shall fail to procure and maintainthe insurance required to be carried by it, the other Party may, but shall notbe required to, procure and maintain the same. In addition, in the event thatLessee fails, at any time or from time to time, to procure and maintain theinsurance required to be carried by Lessee, Lessor may impose on Lessee, asRent, a monthly delinquency fee, for each month during which Lessee fails to complywith the foregoing obligation, in an amount equal to five percent (5%) of theBase Rent then in effect*.*

8.6                    **Waiver of Subrogation**. Without affecting any other rights orremedies, Lessee and Lessor each hereby release and relieve the other, andwaive their entire right to recover damages against the other, for loss of ordamage to its property arising out of or incident to the perils required to beinsured against herein. The effect of such releases and waivers is not limitedby the amount of insurance carried or required, or by any deductiblesapplicable hereto. The Parties agree to have their respective property damageinsurance carriers waive any right to subrogation that such companies may haveagainst Lessor or Lessee, as the case may be, so long as the insurance is notinvalidated thereby.

8.7                    **Indemnity**. Except for andto the extent of Lessor’s gross negligence or willful misconduct, Lesseeshall indemnify, protect, defend and hold harmless the Premises, Lessor and itsagents, Lessor’s master or ground lessor, partners and Lenders, from andagainst any and all claims, loss of rents and/or damages, liens, judgments,penalties, attorneys’ and consultants’ fees, expenses and/or liabilitiesarising out of, involving, or in connection with, the use and/or occupancy ofthe Premises by Lessee. If any action or proceeding is brought against Lessorby reason of any of the foregoing matters, Lessee shall upon notice defend thesame at Lessee’s expense by counsel reasonably satisfactory to Lessor andLessor shall cooperate with Lessee in such defense. Lessor need not have firstpaid any such claim in order to be defended or indemnified.

8.8                    **Exemption of Lessor and its Agents from Liability**.Notwithstanding the negligence or breach of this Lease by Lessor or its agents,neither Lessor nor its agents shall be liable under any circumstances for: (i)injury or damage to the person or goods, wares, merchandise or other propertyof Lessee, Lessee’s employees, contractors, invitees, customers, or any otherperson in or about the Premises, whether such damage or injury is caused by orresults from fire, steam, electricity, gas, water or rain, indoor air quality,the presence of mold or from the breakage, leakage, obstruction or otherdefects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC orlighting fixtures, or from any other cause, whether the said injury or damageresults from conditions arising upon the Premises or upon other portions of thebuilding of which the Premises are a part, or from other sources or places,(ii) any damages arising from any act or neglect of any other tenant of Lessoror from the failure of Lessor or its agents to enforce the provisions of anyother lease in the Project, or (iii) injury to Lessee’s business or for anyloss of income or profit therefrom. Instead, it is intended that Lessee’s solerecourse in the event of such damages or injury be to file a claim on theinsurance policy(ies) that Lessee is required to maintain pursuant to theprovisions of paragraph 8.

9.                          **Damage or Destruction.**

9.1                    **Definitions.**

(a)                    **“Premises Partial Damage”** shall mean damage or destructionto the improvements on the Premises, other than Lessee Owned Alterations andUtility Installations, which can reasonably be repaired in 6 months or lessfrom the date of the damage or destruction. Lessor shall notify Lessee inwriting within 30 days from the date of the damage or destruction as to whetheror not the damage is Partial or Total. Notwithstanding the foregoing, PremisesPartial Damage shall not include damage to windows, doors, and/or other similaritems which Lessee has the responsibility to repair or replace pursuant to theprovisions of Paragraph 7.1.

(b)                   **“Premises Total Destruction”** shall mean damage ordestruction to the Premises, other than Lessee Owned Alterations and Utility Installationsand Trade Fixtures, which cannot reasonably be repaired in 6 months or lessfrom the date of the damage or destruction. Lessor shall notify Lessee inwriting within 45 days from the date of the damage or destruction as to whetheror not the damage is Partial or Total.

(c)                    **“Insured Loss”** shall mean damage or destruction toimprovements on the Premises, other than Lessee Owned Alterations and Utility Installationsand Trade Fixtures, which was caused by an event required to be covered by theinsurance described in Paragraph 8.3(a), irrespective of any deductible amountsor coverage limits involved.

(d)                   **“Replacement Cost”** shall mean the cost to repair or rebuildthe improvements owned by Lessor at the time of the occurrence to theircondition existing immediately prior thereto, including demolition, debrisremoval and upgrading required by the operation of Applicable Requirements, andwithout deduction for depreciation.

(e)                    **“Hazardous Substance Condition”** shall mean the occurrence ordiscovery of a condition involving the presence of, or a contamination by, aHazardous Substance as defined in Paragraph 6.2(a), in, on, or under thePremises which requires repair, remediation, or restoration.

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9.2                    **Partial Damage - Insured Loss.** If a Premises Partial Damagethat is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repairsuch damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations andUtility Installations) as soon as reasonably possible and this Lease shall continuein full force and effect.

9.3                    **Partial Damage - Uninsured Loss.** If a Premises PartialDamage that is not an Insured Loss occurs, unless caused by a grossly negligentor willful act of Lessee (in which event Lessee shall make the repairs at Lessee’sexpense), Lessor may either: (i) repair such damage as soon as reasonablypossible at Lessor’s expense, in which event this Lease shall continue in fullforce and effect, or (ii) if the uninsured loss is greater than $2,000,000,terminate this Lease by giving written notice to Lessee within 30 days afterreceipt by Lessor of knowledge of the occurrence of such damage. Suchtermination shall be effective 60 days following the date of such notice. Inthe event Lessor elects to terminate this Lease, Lessee shall have the rightwithin 10 days after receipt of the termination notice to give written noticeto Lessor of Lessee’s commitment to pay for the repair of such damage withoutreimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactoryassurance thereof within 30 days after making such commitment. In such eventthis Lease shall continue in full force and effect, and Lessor shall proceed tomake such repairs as soon as reasonably possible after the required funds areavailable. If Lessee does not make the required commitment, this Lease shallterminate as of the date specified in the termination notice. See Rider

9.4                    **Total Destruction.** Notwithstanding any other provisionhereof, if a Premises Total Destruction occurs, this Lease shall terminate 60days following such Destruction. If the damage or destruction was caused by thegross negligence or willful misconduct of Lessee, Lessor shall have the rightto recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6. See Rider

9.5                    **Damage Near End of Term.** If at any time during the last 6months of this Lease there is damage for which the cost to repair exceeds onemonth’s Base Rent, whether or not an Insured Loss, Lessor may terminate thisLease effective 60 days following the date of occurrence of such damage bygiving a written termination notice to Lessee within 30 days after the date ofoccurrence of such damage. Notwithstanding the foregoing, if Lessee at thattime has an exercisable option to extend this Lease or to purchase thePremises, then Lessee may preserve this Lease by, (a) exercising such optionand (b) providing Lessor with any shortage in insurance proceeds (or adequateassurance thereof) needed to make the repairs on or before the earlier of (i)the date which is 10 days after Lessee’s receipt of Lessor’s written noticepurporting to terminate this Lease, or (ii) the day prior to the date uponwhich such option expires. If Lessee duly exercises such option during suchperiod and provides Lessor with funds (or adequate assurance thereof) to coverany shortage in insurance proceeds, Lessor shall, at Lessor’s commerciallyreasonable expense, repair such damage as soon as reasonably possible and thisLease shall continue in full force and effect. If Lessee fails to exercise suchoption and provide such funds or assurance during such period, then this Leaseshall terminate on the date specified in the termination notice and Lessee’soption shall be extinguished.

9.6                    **Abatement of Rent; Lessee’s Remedies.**

(a)                    **Abatement.** In the event of Premises Partial Damage orPremises Total Destruction or a Hazardous Substance Condition for which Lesseeis not responsible under the Lease, the Rent payable by Lessee for the periodrequired for the repair, remediation or restoration of such damage shall beabated in proportion to the degree to which Lessee’s use of the Premises isimpaired. All other obligations of Lessee hereunder shall be performed byLessee, and Lessor shall have no liability for any such damage, destruction,remediation, repair or restoration except as provided herein.

(b)                   **Remedies.**If Lessor shall be obligated to repair or restorethe Premises and does not commence, in a substantial and meaningful way, suchrepair or restoration within 90 days after such obligation shall accrue, Lesseemay, at any time prior to the commencement of such repair or restoration, givewritten notice to Lessor and to any Lenders of which Lessee has actual notice,of Lessee’s election to terminate this Lease on a date not less than 60 daysfollowing the giving of such notice. If Lessee gives such notice and suchrepair or restoration is not commenced within such 30 days thereafter, thisLease shall terminate as of the date specified in said notice. If the repair orrestoration is commenced within such 30 days, this Lease shall continue in fullforce and effect. “Commence” shall mean either the unconditional authorizationof the preparation of the required plans, or the beginning of the actual workon the Premises, whichever first occurs.

9.7                    **Termination; Advance Payments.** Upon termination of thisLease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustmentshall be made concerning advance Base Rent and any other advance payments madeby Lessee to Lessor. Lessor shall, in addition, return to Lessee so much ofLessee’s Security Deposit as has not been, or is not then required to be, usedby Lessor.

10.                    **Real Property Taxes**.

10.1              **Definition.**As used herein, the term **“Real Property Taxes”**shall include any form of assessment; real estate, general, special, ordinaryor extraordinary, or rental levy or tax (other than inheritance, personalincome or estate taxes); improvement bond; and/or license fee imposed upon orlevied against any legal or equitable interest of Lessor in the Premises or theProject. Lessor’s right to other income therefrom, and/or Lessor’s business ofleasing by any authority having the direct or indirect power to tax and wherethe funds are generated with reference to the Building address and where theproceeds so generated are to be applied by the city, county or other localtaxing authority of a jurisdiction within which the Premises are located. RealProperty Taxes shall also include any tax, fee, levy, assessment or charge, orany increase therein: (i) imposed by reason of events

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occurring during the term of this Lease, including butnot limited to, a change in the ownership of the Premises, and (ii) levied orassessed on machinery or equipment provided by Lessor to Lessee pursuant tothis Lease.

10.2**              Payment of Taxes.**In addition to Base Rent, Lessee shall pay to Lessor an amount equal to theReal Property Tax installment due at least 20 days prior to the applicabledelinquency date. If any such installment shall cover any period of time afterthe expiration or termination of this Lease, Lessee’s share of such installmentshall be prorated. Notwithstanding anything to the contrary contained herein,Lessee shall be solely responsible for the timely payment of all Real PropertyTaxes attributable to the period prior to the date of this Lease.

10.3**              Joint Assessment.**Ifthe Premises are not separately assessed, Lessee’s liability shall be anequitable proportion of the Real Property Taxes for all of the land andimprovements included within the tax parcel assessed, such proportion to beconclusively determined by Lessor from the respective valuations assigned inthe assessor’s work sheets or such other information as may be reasonablyavailable.

10.4**              Personal PropertyTaxes.**Lessee shall pay, prior to delinquency, all taxes assessed againstand levied upon Lessee Owned Alterations, Utility Installations, TradeFixtures, furnishings, equipment and all personal property of Lessee. Whenpossible, Lessee shall cause its Lessee Owned Alterations and UtilityInstallations, Trade Fixtures, furnishings, equipment and all other personalproperty to be assessed and billed separately from the real property of Lessor.If any of Lessee’s said property shall be assessed with Lessor’s real property,Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10days after receipt of a written statement setting forth the taxes applicable toLessee’s property.

11.**                    Utilities andServices.**Lessee shall pay for all water, gas, heat, light, power,telephone, trash disposal and other utilities and services supplied to thePremises, together with any taxes thereon. If any such services are notseparately metered or billed to Lessee. Lessee shall pay a reasonableproportion, to be determined by Lessor, of all charges jointly metered orbilled. There shall be no abatement of rent and Lessor shall not be liable inany respect whatsoever for the inadequacy, stoppage, interruption ordiscontinuance of any utility or service due to riot, strike, labor dispute,breakdown, accident, repair or other cause beyond Lessor’s reasonable controlor in cooperation with governmental request or directions.

12.**                    Assignment andSubletting.**

12.1**              Lessor’s ConsentRequired.**

(a)                    Lessee shallnot voluntarily or by operation of law assign, transfer, mortgage or encumber(collectively, **“assign or assignment”**) or sublet all or any part of Lessee’sinterest in this Lease or in the Premises without Lessor’s prior writtenconsent, which consent shall not be unreasonably withheld, conditioned ordelayed; provided, however, that Lessee may assign its interest in this Leaseor sublet a portion of the Premises, without obtaining Lessor’s prior writtenconsent, to an entity that acquires substantially all of the assets of Lesseeor to an entity resulting from a merger or consolidation or to an entity thathas a controlling interest in Lessee provided that such transfer is for a bonafide purpose and not principally for transferring Lessee’s leasehold estate.

(b)                   Unless Lesseeis a corporation and its stock is publicly traded on a national stock exchange,a change in the control of Lessee shall constitute an assignment requiringconsent. The transfer, on a cumulative basis, of 25% or more of the votingcontrol of Lessee shall constitute a change in control for this purpose.

(c)                    Theinvolvement of Lessee or its assets in any transaction, or series oftransactions (by way of merger, sale, acquisition, financing, transfer,leveraged buy-out or otherwise), whether or not a formal assignment orhypothecation of this Lease or Lessee’s assets occurs, which results or willresult in a reduction of the Net Worth of Lessee by an amount greater than 25%of such Net Worth as it was represented at the time of the execution of thisLease or at the time of the most recent assignment to which Lessor hasconsented, or as it exists immediately prior to said transaction ortransactions constituting such reduction, whichever was or is greater, shall beconsidered an assignment of this Lease to which Lessor may withhold itsconsent. **“Net Worth of Lessee”**shall mean the tangible net worth of Lessee (excluding any guarantors)established under generally accepted accounting principles.

(d)                   An assignmentor subletting without consent shall, at Lessor’s option, be a Default curableafter notice per Paragraph 13.1(c), or a noncurable Breach without thenecessity of any notice and grace period. If Lessor elects to treat suchunapproved assignment or subletting as a noncurable Breach, Lessor mayterminate this Lease.

(e)                    Lessee’sremedy for any breach of Paragraph 12.1 by Lessor shall be limited tocompensatory damages and/or injunctive relief.

(f)                      Lessor mayreasonably withhold consent to a proposed assignment or subletting if Lessee isin Default at the time consent is requested.

(g)                   Notwithstandingthe foregoing, allowing a de minimis portion of the Premises, ie. 20 squarefeet or less, to be used by a third party vendor in connection with theinstallation of a vending machine or payphone shall not constitute asubletting.

12.2**              Terms and ConditionsApplicable to Assignment and Subletting.**

(a)                    Regardless ofLessor’s consent, no assignment or subletting shall: (i) be effective withoutthe express written assumption by such assignee or sublessee of the obligationsof Lessee under this Lease, (ii) release Lessee of any obligations hereunder,or (iii) alter the primary liability of Lessee for the payment of Rent or forthe performance of any other obligations to be performed by Lessee.

(b)                   Lessor mayaccept Rent or performance of Lessee’s obligations from any person other thanLessee pending approval or disapproval of an assignment. Neither a delay in theapproval or disapproval of such assignment nor the acceptance of Rent orperformance shall constitute a waiver or estoppel of Lessor’s right to exerciseits remedies for Lessee’s Default or Breach.

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(c)                    Lessor’sconsent to any assignment or subletting shall not constitute a consent to anysubsequent assignment or subletting.

(d)                   In the event ofany Default or Breach by Lessee, Lessor may proceed directly against Lessee,any Guarantors or anyone else responsible for the performance of Lessee’sobligations under this Lease, including any assignee or sublessee, withoutfirst exhausting Lessor’s remedies against any other person or entityresponsible therefor to Lessor, or any security held by Lessor.

(e)                    Each requestfor consent to an assignment or subletting shall be in writing, accompanied byinformation relevant to Lessor’s determination as to the financial andoperational responsibility and appropriateness of the proposed assignee orsublessee, including but not limited to the intended use and/or requiredmodification of the Premises, if any, together with a fee of $500 asconsideration for Lessor’s considering and processing said request. Lesseeagrees to provide Lessor with such other or additional information and/ordocumentation as may be reasonably requested. (See also Paragraph 36)

(f)                      Any assigneeof, or sublessee under, this Lease shall, by reason of accepting suchassignment, entering into such sublease, or entering into possession of thePremises or any portion thereof, be deemed to have assumed and agreed toconform and comply with each and every term, covenant, condition and obligationherein to be observed or performed by Lessee during the term of said assignmentor sublease, other than such obligations as are contrary to or inconsistentwith provisions of an assignment or sublease to which Lessor has specificallyconsented to in writing.

(g)                   Lessor’sconsent to any assignment or subletting shall not transfer to the assignee orsublessee any Option granted to the original Lessee by this Lease unless suchtransfer is specifically consented to by Lessor in writing. (See Paragraph39.2)

12.3              **Additional Terms and Conditions Applicable toSubletting.**The following terms and conditions shall apply to anysubletting by Lessee of all or any part of the Premises and shall be deemedincluded in**all subleases underthis Lease whether or not expressly incorporated therein:

(a)                    Lessee herebyassigns and transfers to Lessor all of Lessee’s interest in all Rent payable onany sublease, and Lessor may collect such Rent and apply same toward Lessee’sobligations under this Lease; provided, however, that until****a Breach shall occur in the performance ofLessee’s obligations, Lessee may collect said Rent. In**the event that the amount collected byLessor exceeds Lessee’s then outstanding obligations any such excess shall berefunded to Lessee. Lessor shall not, by reason of the foregoing or anyassignment of such sublease, nor by reason of the collection of Rent, be deemedliable to the sublessee for any failure of Lessee to perform and comply withany of Lessee’s obligations to such sublessee. Lessee hereby irrevocablyauthorizes and directs any such sublessee, upon receipt of a written noticefrom Lessor stating that a Breach exists in the performance of Lessee’sobligations under this Lease, to pay to Lessor all Rent due and to become dueunder the sublease. Sublessee shall rely upon any such notice from Lessor andshall pay all Rents to Lessor without any obligation or right to inquire as towhether such Breach exists, notwithstanding any claim from Lessee to thecontrary.

(b)                   In the event ofa Breach by Lessee, Lessor may, at its option, require sublessee to attorn toLessor, in which event Lessor shall undertake the obligations of the sublessorunder such sublease from the time of the exercise of said option to theexpiration of such sublease; provided, however, Lessor shall not be liable forany prepaid rents or security deposit paid by such sublessee to such sublessoror for any prior Defaults or Breaches of such sublessor.

(c)                    Any matterrequiring the consent of the sublessor under a sublease shall also require theconsent of Lessor.

(d)                   No sublesseeshall further assign or sublet all or any part of the Premises without Lessor’sprior written consent.

13.                    **Default; Breach; Remedies.**

13.1              **Default; Breach.**A **“Default”**is defined as a failure by theLessee to comply with or perform any of the terms, covenants, conditions or Rulesand Regulations under this Lease. A **“Breach”**isdefined as the occurrence of one or more of the following Defaults, and thefailure of Lessee to cure such Default within any applicable grace period:

(a)                    Theabandonment of the Premises; or the vacating of the Premises without providinga commercially reasonable level of security, or where the coverage of theproperty insurance described in Paragraph 8.3 is jeopardized as a resultthereof, or without providing reasonable assurances to minimize potential vandalism.

(b)                   The failure ofLessee to make any payment of Rent or any Security Deposit required to be madeby Lessee hereunder, whether to Lessor or to a third party, when due withinfive (5) days after written notice from Lessor of such failure to pay on thedue date; provided, however, that if in any consecutive twelve (12) monthperiod, Lessee shall, on two (2) separate occasions, fail to pay anyinstallment of Rent on the date such installment of Rent is due, then, on thethird such occasion and on each occasion thereafter on which Lessee shall failto pay an installment of Rent on the date such installment of Rent is due,Lessor shall be relieved from any obligation to provide notice to Lessee, andLessee shall then no longer have a five (5) day period in which to cure anysuch failure.

(c)                    The failure ofLessee to pay the Security Deposit or to provide reasonable evidence ofinsurance or surety bond, or to fulfill any obligation under this Lease whichendangers or threatens life or property, where such failure continues for aperiod of 5 business days following written notice to Lessee.

(d)                   The commissionof waste, act or acts constituting public or private nuisance, and/or anillegal activity on the Premises by Lessee, where such**actions continue for a period of 3business days following written notice to Lessee.

(e)                    The failure byLessee to provide (i) reasonable written evidence of compliance with ApplicableRequirements, (ii) the service contracts, (iii)**the rescission of an unauthorized assignment or subletting, (iv) anEstoppel Certificate, (v) a requested subordination, (vi)**evidence concerning any guaranty and/orGuarantor, (vii) any document requested under Paragraph 42, (viii) materialsafety data sheets (MSDS), or (ix) any other documentation or information whichLessor may reasonably requireof Lessee under the terms of this Lease, where any such failure continues for aperiod of 15 days following written notice to Lessee.

(f)                      A Default byLessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than thosedescribed in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30days after written notice; provided, however, that if the nature of Lessee’sDefault is such that more than 30 days are reasonably required for its cure, thenit shall not be deemed to bea Breach if Lessee commencessuch cure within said 30 day period and thereafter diligently prosecutes suchcure to completion.

(g)                   The occurrenceof any of the following events: (i) the**makingof any general arrangement or**assignmentfor the benefit of creditors; (ii) becoming a “**debtor**”as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in thecase of a petition filed against Lessee, the same is dismissed within 60 days);(iii) the appointment of a trustee or receiver to take possession ofsubstantially all of Lessee’s assets located at

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the Premises or of Lessee’s interest in this Lease,where possession is not restored to Lessee within 30 days; or (iv) theattachment, execution or other judicial seizure of substantially all of Lessee’sassets located at the Premises or of Lessee’s interest in this Lease, wheresuch seizure is not discharged within 30 days; provided, however, in the event that any provision ofthis subparagraph is contrary to any applicable law, such provision shall be ofno force or effect, and not affect the validity of the remaining provisions.

(h)                   The discoverythat any financial statement of Lessee or of any Guarantor given to Lessor wasmaterially false.

(i)                       If theperformance of Lessee’s obligations under this Lease is guaranteed: (i) thedeath of a Guarantor, (ii) the termination of a Guarantor’s liability withrespect to this Lease other than in accordance with the terms of such guaranty,(iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing,(iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breachof its guaranty obligation on an anticipatory basis, and Lessee’s failure,within 60 days following written notice of any such event, to provide writtenalternative assurance or security, which, when coupled with the then existingresources of Lessee, equals or exceeds the combined financial resources ofLessee and the Guarantors that existed at the time of execution of this Lease.

13.2              **Remedies**.If Lessee fails to perform any of its affirmative duties or obligations, within10 days after written notice (or in case of an emergency, without notice),Lessor may, at its option, perform such duty or obligation on Lessee’s behalf,including but not limited to the obtaining of reasonably required bonds,insurance policies, or governmental licenses, permits or approvals. Lesseeshall pay to Lessor an amount equal to 115% of the costs and expenses incurredby Lessor in such performance upon receipt of an invoice therefor. In the eventof a Breach, Lessor may, with or without further notice or demand, and withoutlimiting Lessor in the exercise of any right or remedy which Lessor may have byreason of such Breach:

(a)                    TerminateLessee’s right to possession of the Premises by any lawful means, in which casethis Lease shall terminate and Lessee shall immediately surrender possession toLessor. In such event Lessor shallbe**entitledto recover from Lessee: (i) the unpaid Rent which had been earned at the timeof termination; (ii) the worth at the time of award of the amount by which theunpaid rent which would have been earned after termination until the time ofaward exceeds the amount of such rental loss that the Lessee proves could havebeen reasonably avoided; (iii) the worth at the time of award of the amount bywhich the unpaid rent for the balance of the term after the time of awardexceeds the amount of such rental loss that the Lessee proves could bereasonably avoided; and (iv) any other amount necessary to compensate Lessorfor all the detriment proximately caused by the Lessee’s failure to perform itsobligations under this Lease or which in the ordinary course of things would belikely to result therefrom, including but not limited to the cost of recoveringpossession of the Premises, expenses of reletting, including necessaryrenovation and alteration of the Premises, reasonable attorneys’ fees, and thatportion of any leasing commission paid by Lessor in connection with this Leaseapplicable to the unexpired term of this Lease. The worth at the time of awardof the amount referred to in provision (iii) of the immediately precedingsentence shall be computed by discounting such amount at the discount rate ofthe Federal Reserve Bank of the District within which the Premises are locatedat the time of award plus one percent. Efforts by Lessor to mitigate damagescaused by Lessee’s Breach of this Lease shall not waive Lessor’s right torecover damages under Paragraph 12. If termination of this Lease is obtainedthrough the provisional remedy of unlawful detainer, Lessor shall have theright to recover in such proceeding any unpaid Rent and damages as are recoverabletherein, or Lessor may reserve the right to recover all or any part thereof ina separate suit. If a notice and grace period required under Paragraph 13.1 wasnot previously given, a notice to pay rent or quit, or to perform or quit givento Lessee under the unlawful detainer statute shall also constitute the noticerequired by Paragraph 13.1. In such case, the applicable grace period requiredby Paragraph 13.1 and the unlawful detainer statute shall run concurrently, andthe failure of Lessee to cure the Default within the greater of the two suchgrace periods shall constitute both an unlawful detainer and a Breach of thisLease entitling Lessor to the remedies provided for in this Lease and/or bysaid statute.

(b)                   Continue theLease and Lessee’s right to possession and recover the Rent as it becomes due,in which event Lessee may sublet or assign, subject only to reasonablelimitations. Acts of maintenance, efforts to relet, and/or the appointment of areceiver to protect the Lessor’s interests, shall not constitute a terminationof the Lessee’s right to possession.

(c)                    Pursue anyother remedy now or hereafter available under the laws or judicial decisions ofthe state wherein the Premises are located. The expiration or termination ofthis Lease and/or the termination of Lessee’s right to possession shall notrelieve Lessee from liability under any indemnity provisions of this Lease asto matters occurring or accruing during the term hereof or by reason of Lessee’soccupancy of the Premises.

13.4              **Late Charges**. Lessee hereby acknowledges that latepayment by Lessee of Rent will cause Lessor to incur costs not contemplated bythis Lease, the exact amount of which will be extremely difficult to ascertain.Such costs include, but are not limited to, processing and accounting charges, and late charges which  may be imposed upon Lessor by anyLender. Accordingly, if any Rent shall not be received by Lessor within 5 daysafter such amount shall be due, then, without any requirement for notice toLessee, Lessee shall immediately pay to Lessor a one-time late charge equal to5% of each such overdue amount or $100, whichever is greater. The Partieshereby agree that such late charge represents a fair and reasonable estimate ofthe costs Lessor will incur by reason of such late payment. Acceptance of suchlate charge by Lessor shall in no event constitute a waiver of Lessee’s Defaultor Breach with respect to such overdue amount, nor prevent the exercise of anyof the other rights and remedies granted hereunder. In the event that a latecharge is payable hereunder, whether or not collected, for 3 consecutiveinstallments of Base Rent, then notwithstanding any provision of this Lease tothe contrary, Base Rent shall, at Lessor’s option, become due and payablequarterly in advance.

13.5              **Interest**. Any monetary payment due Lessorhereunder, other than late charges, not received by Lessor, when due as toscheduled payments (such as Base Rent) or within 30 days following the date onwhich it was due for non-scheduled payment, shall bear interest from the datewhen due, as to scheduled payments, or the 31st day after it was due asnon-scheduled payments. The interest (**“Interest”**)charged shall be computed at the rate of 10% per annum but shall not exceed themaximum rate allowed by law. Interest is payable in addition to the potentiallate charge provided for in Paragraph 13.4.

13.6              **Breach by Lessor**.

(a)                    **Notice of Breach**. Lessor shall not be deemed in breach ofthis Lease unless Lessor fails within a reasonable time to perform

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an obligation required to be performed by Lessor. Forpurposes of this Paragraph, a reasonable time shall in no event be less than 30days after receipt by Lessor, and any Lender whose name and address shall havebeen furnished Lessee in writing for such purpose, of written notice specifyingwherein such obligation of Lessor has not been performed; provided, however,that if the nature of Lessor’s obligation is such that more than 30 days arereasonably required for its performance, then Lessor shall not be in breach ifperformance is commenced within such 30 day period and thereafter diligentlypursued to completion.

14.                    **Condemnation**. If the Premises or any portion thereof aretaken under the power of eminent domain or sold under the threat of theexercise of said power (collectively “**Condemnation**”),this Lease shall terminate as to the part taken as of the date the condemningauthority takes title or possession, whichever first occurs. If more than 25%of that portion of the Premises not occupied by any building, is taken byCondemnation, or if the remaining portion of the Premises (after theCondemnation) is not reasonably sufficient for Lessee’s Agreed Use of theentire Premises, Lessee may, at Lessee’s option, to be exercised in writingwithin 10 days after Lessor shall have given Lessee written notice of suchtaking (or in the absence of such notice, within 10 days after the condemningauthority shall have taken possession) terminate this Lease as of the date thecondemning authority takes such possession. If more than 10% of the rentablesquare footage of a given Building is taken by Condemnation, then this Leaseshall terminate only with respect to the impacted Building (and there shallautomatically be a pro rata adjustment to the Rent due and owing under thisLease from and after such termination based on the revised square footage ofthe Premises), but the Lease shall remain in full force and effect with respectto the other Buildings. If Lessee does not terminate this Lease in accordancewith the foregoing, this Lease shall remain in full force and effect as to theportion of the Premises remaining, except that the Base Rent shall be reducedin proportion to the reduction in utility of the Premises caused by suchCondemnation. Condemnation awards and/or payments shall be the property ofLessor, whether such award shall be made as compensation for diminution invalue of the leasehold, the value of the part taken, or for severance damages;provided, however, that Lessee shall be entitled to any compensation paid bythe condemnor for Lessee’s relocation expenses, loss of business goodwilland/or Trade Fixtures, without regard to whether or not this Lease isterminated pursuant to the provisions of this Paragraph. All Alterations andUtility Installations made to the Premises by Lessee, for purposes ofCondemnation only, shall be considered the property of the Lessee and Lesseeshall be entitled to any and all compensation which is payable therefor. In theevent that this Lease is not terminated by reason of the Condemnation, Lessorshall repair any damage to the Premises caused by such Condemnation.

16.                    **Estoppel Certificates.**

(a)                    Each Party (as“**Responding Party**”) shall within 15 daysafter written notice from the other Party (the “**RequestingParty**”) execute, acknowledge and deliver to the Requesting Party astatement in writing in form similar to the then most current “**Estoppel Certificate**” form published by theAIR Commercial Real Estate Association, plus such additional information,confirmation and/or statements as may be reasonably requested by the RequestingParty.

(b)                   If theResponding Party shall fail to execute or deliver the Estoppel Certificatewithin such 15 day period, the Requesting Party may execute an EstoppelCertificate stating that: (i) the Lease is in full force and effect withoutmodification except as may be represented by the Requesting Party, (ii) thereare no uncured defaults in the Requesting Party’s performance, and (iii) ifLessor is the Requesting Party, not more than one month’s rent has been paid inadvance. Prospective purchasers and encumbrancers may rely upon the RequestingParty’s Estoppel Certificate, and the Responding Party shall be estopped fromdenying the truth of the facts contained in said Certificate.

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17.                    **Definition of Lessor.**The term **“Lessor”** as used herein shall mean theowner or owners at the time in question of the fee title to the Premises, or,if this is a sublease, of the Lessee’s interest in the prior lease. In theevent of a transfer of Lessor’s title or interest in the Premises or thisLease, Lessor shall deliver to the transferee or assignee (in cash or bycredit) any unused Security Deposit held by Lessor. Upon such transfer orassignment (which assignment shall contain an explicit assumption of Lessor’sobligations hereunder) and delivery of the Security Deposit, as aforesaid, theprior Lessor shall be relieved of all liability with respect to the obligationsand/or covenants under this Lease accruing thereafter. Subject to theforegoing, the obligations and/or covenants in this Lease to be performed bythe Lessor shall be binding only upon the Lessor as hereinabove defined.

18.                    **Severability.** The invalidity of anyprovision of this Lease, as determined by a court of competent jurisdiction,shall in no way affect the validity of any other provision hereof.

19.                    **Days**. Unless otherwise specificallyindicated to the contrary, the word “days” as used in this Lease shall mean andrefer to calendar days.

20.                    **Limitation on Liability**. The obligations ofLessor under this Lease shall not constitute personal obligations of Lessor orits partners, members, directors, officers or shareholders, and Lessee shalllook to the Premises, and to no other assets of Lessor, for the satisfaction ofany liability of Lessor with respect to this Lease, and shall not seek recourseagainst Lessor’s partners, members, directors, officers or shareholders, or anyof their personal assets for such satisfaction.

21.                    **Time of Essence**. Time is of the essencewith respect to the performance of all obligations to be performed or observedby the Parties under this Lease.

22.                    **No Prior or Other Agreements;****Broker Disclaimer**. This Lease contains allagreements between the Parties with respect to any matter mentioned herein, andno other prior or contemporaneous agreement or understanding shall beeffective. Lessor and Lessee each represents and warrants to the Brokers thatit has made, and is relying solely upon, its own investigation as to thenature, quality, character and financial responsibility of the other Party tothis Lease and as to the use, nature, quality and character of the Premises.Brokers have no responsibility with respect thereto or with respect to anydefault or breach hereof by either Party.

23.                    **Notices.**

23.1              **Notice Requirements**. All notices requiredor permitted by this Lease or applicable law shall be in writing and may bedelivered in person (by hand or by courier) or may be sent by regular,certified or registered mail or U.S. Postal Service Express Mail, with postageprepaid, or by facsimile transmission, and shall be deemed sufficiently givenif served in a manner specified in this Paragraph 23. The addresses notedadjacent to a Party’s signature on this Lease shall be that Party’s address fordelivery or mailing of notices. Either Party may by written notice to the otherspecify a different address for notice, except that upon Lessee’s takingpossession of the Premises, the Premises shall constitute Lessee’s address fornotice. A copy of all notices to Lessor shall be concurrently transmitted tosuch party or parties at such addresses as Lessor may from time to timehereafter designate in writing. A copy of any notice delivered to Lessor shallalso be sent to (i) First Industrial Realty Trust, Inc., 311 South WackerDrive, Suite 4000, Chicago, Illinois 60606, Attn: Executive VicePresident-Operations; and (ii) before May 25, 2007: Barack FerrazzanoKirschbaum Periman & Nagelberg LLP, 333 West Wacker Drive, Suite 2700,Chicago, Illinois 60606, Attn: Suzanne Bessette-Smith, or after May 25, 2007:Barack Ferrazzano Kirschbaum & Nagelberg LLP, 200 West Madison Street,Suite 3900, Chicago, Illinois 60606, Attn: Suzanne Bessette-Smith..

23.2              **Date of Notice**. Any notice sent byregistered or certified mail, return receipt requested, shall be deemed givenon the date of delivery shown on the receipt card, or if no delivery date isshown, the postmark thereon. If sent by regular mail the notice shall be deemedgiven 72 hours after the same is addressed as required herein and mailed withpostage prepaid. Notices delivered by United States Express Mail or overnightcourier that guarantee next day delivery shall be deemed given 24 hours afterdelivery of the same to the Postal Service or courier. Notices transmitted byfacsimile transmission or similar means shall be deemed delivered upontelephone confirmation of receipt (confirmation report from fax machine issufficient), provided a copy is also delivered via delivery or mail. If noticeis received on a Saturday, Sunday or legal holiday, it shall be deemed receivedon the next business day.

24.                    **Waivers.**

(a)                    No waiver byLessor of the Default or Breach of any term, covenant or condition hereof byLessee, shall be deemed a waiver of any other term, covenant or conditionhereof, or of any subsequent Default or Breach by Lessee of the same or of anyother term, covenant or condition hereof. Lessor’s consent to, or approval of,any act shall not be deemed to render unnecessary the obtaining of Lessor’sconsent to, or approval of, any subsequent or similar act by Lessee, or beconstrued as the basis of an estoppel to enforce the provision or provisions ofthis Lease requiring such consent.

(b)                   The acceptanceof Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Anypayment by Lessee may be accepted by Lessor on account of moneys or damages dueLessor, notwithstanding any qualifying statements or conditions made by Lesseein connection therewith, which such statements and/or conditions shall be of noforce or effect whatsoever unless specifically agreed to in writing by Lessorat or before the time of deposit of such payment.

(c)                    THE PARTIESAGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERSRELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTETO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

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26.                    **No Right To Holdover.**Lessee has no right to retainpossession of the Premises or any part thereof beyond the expiration ortermination of this Lease. In the event that Lessee holds over, then the BaseRent shall be increased to 125% of the Base Rent applicable immediatelypreceding the expiration or termination. Nothing contained herein shall beconstrued as consent by Lessor to any holding over by Lessee.

27.                    **Cumulative Remedies.**No remedy or election hereunder shall be deemed exclusive but shall, whereverpossible, be cumulative with all other remedies at law or in equity.

28.                    **Covenants and Conditions; Construction of Agreement.** All provisions of this Lease tobe observed or performed by Lessee are both covenants and conditions. Inconstruing this Lease, all headings and titles are for the convenience of theParties only and shall not be considered a part of this Lease. Wheneverrequired by the context, the singular shall include the plural and vice versa.This Lease shall not be construed as if prepared by one of the Parties, butrather according to its fair meaning as a whole, as if both Parties hadprepared it.

29.                    **Binding Effect; Choice of Law.** This Lease shall be binding upon the Parties, their personalrepresentatives, successors and assigns and be governed by the laws of theState in which the Premises are located. Any litigation between the Partieshereto concerning this Lease shall be initiated in the county in which the Premisesare located.

30.                    **Subordination; Attornment; Non-Disturbance.**

30.1              **Subordination.** This Lease and any Optiongranted hereby shall be subject and subordinate to any ground lease, mortgage,deed of trust, or other hypothecation or security device (collectively, **“Security Device”**), now or hereafter placed upon thePremises, to any and all advances made on the security thereof, and to allrenewals, modifications, and extensions thereof. Lessee agrees that the holdersof any such Security Devices (in this Lease together referred to as **“Lender”**) shall have no liability or obligation to performany of the obligations of Lessor under this Lease. Any Lender may elect to havethis Lease and/or any Option granted hereby superior to the lien of itsSecurity Device by giving written notice thereof to Lessee, whereupon thisLease and such Options shall be deemed prior to such Security Device,notwithstanding the relative dates of the documentation or recordation thereof.

30.2              **Attornment.** In the event that Lessortransfers title to the Premises, or the Premises are acquired by another uponthe foreclosure or termination of a Security Device to which this Lease issubordinated (i) Lessee shall, subject to the non-disturbance provisions ofParagraph 30.3, attorn to such new owner, and upon request, enter into a newlease, containing all of the terms and provisions of this Lease, with such newowner for the remainder of the term hereof, or, at the election of the newowner, this Lease will automatically become a new lease between Lessee and suchnew owner, for the remainder of the term hereof, and (ii) Lessor shallthereafter be relieved of any further obligations hereunder and such new ownershall assume all of Lessor’s obligations, except that such new owner shall not:(a) be liable for any act or omission of any prior lessor or with respect toevents occurring prior to acquisition of ownership; (b) be subject to anyoffsets or defenses which Lessee might have against any prior lessor, (c) bebound by prepayment of more than one month’s rent, or (d) be liable for thereturn of any security deposit paid to any prior lessor unless such SecurityDeposit was delivered to the new owner.

30.3              **Non-Disturbance.**With respect to Security Devices entered into by Lessor after the execution ofthis Lease, Lessee’s subordination of this Lease shall be subject to receivinga commercially reasonable non-disturbance agreement (a **“Non-DisturbanceAgreement”**) from the Lender which Non-Disturbance Agreement providesthat Lessee’s possession of the Premises, and this Lease, including any optionsto extend

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the term hereof, will not be disturbed so long asLessee is not in Breach hereof and attorns to the record owner of the Premises.Further, within 60 days after the execution of this Lease, Lessor shall, ifrequested by Lessee, use its commercially reasonable efforts to obtain aNon-Disturbance Agreement from the holder of any pre-existing Security Devicewhich is secured by the Premises.

30.4              **Self-Executing.**The agreements contained inthis Paragraph 30 shall be effective without the execution of any furtherdocuments; provided, however, that, upon written request from Lessor or aLender in connection with a sale, financing or refinancing of the Premises,Lessee and Lessor shall execute such further writings as may be reasonablyrequired to separately document any subordination, attornment and/orNon-Disturbance Agreement provided for herein.

31.**                    Attorneys’Fees.**If any Party or Broker brings an action or proceeding involving thePremises whether founded in tort, contract or equity, or to declare rightshereunder, the Prevailing Party (as hereafter defined) in any such proceeding,action, or appeal thereon, shall be entitled to reasonable attorneys’ fees.Such fees may be awarded in the same suit or recovered in a separate suit,whether or not such action or proceeding is pursued to decision or judgment.The term, **“Prevailing Party”** shall include,without limitation, a Party or Broker who substantially obtains or defeats therelief sought, as the case may be, whether by compromise, settlement, judgment,or the abandonment by the other Party or Broker of its claim or defense. Theattorneys’ fees award shall not be computed in accordance with any court feeschedule, but shall be such as to fully reimburse all attorneys’ feesreasonably incurred.

32.                    **Lessor’s Access; Showing Premises; Repairs.**Lessor andLessor’s agents shall have the right to enter the Premises at any time, in thecase of an emergency, and otherwise at reasonable times after reasonable priornotice for the purpose of showing the same to prospective purchasers, lenders,or tenants, and making such alterations, repairs, improvements or additions tothe Premises as Lessor may deem necessary or desirable and the erecting, usingand maintaining of utilities, services, pipes and conduits through the Premisesand/or other premises as long as there is no material adverse effect to Lessee’suse of the Premises. All such activities shall be without abatement of rent orliability to Lessee.

33.**                    Auctions.**Lesseeshall not conduct, nor permit to be conducted, any auction upon the Premiseswithout Lessor’s prior written consent. Lessor shall not be obligated toexercise any standard of reasonableness in determining whether to permit anauction.

34.**                    Signs.** Lessormay place on the Premises ordinary **“For Sale”**signs at any time and ordinary **“For Lease”**signs during the last 6 months of the term hereof. Except for ordinary “forsublease” signs, Lessee shall not place any sign upon the Premises withoutLessor’s prior written consent. All signs must comply with all ApplicableRequirements.

35.                    **Termination;****Merger.** Unlessspecifically stated otherwise in writing by Lessor, the voluntary or othersurrender of this Lease by Lessee, the mutual termination or cancellationhereof, or a termination hereof by Lessor for Breach by Lessee, shallautomatically terminate any sublease or lesser estate in the Premises;provided, however, that Lessor may elect to continue any one or all existingsubtenancies. Lessor’s failure within 10 days following any such event to electto the contrary by written notice to the holder of any such lesser interest,shall constitute Lessor’s election to have such event constitute thetermination of such interest.

36.                    **Consents.**Except as otherwise provided herein, wherever inthis Lease the consent of a Party is required to an act by or for the otherParty, such consent shall not be unreasonably withheld or delayed. Lessor’sactual reasonable costs and expenses (including but not limited to architects’,attorneys’, engineers’ and other consultants’ fees) incurred in theconsideration of, or response to, a request by Lessee for any Lessor consent,including but not limited to consents to an assignment, a subletting or thepresence or use of a Hazardous Substance, shall be paid by Lessee upon receiptof an invoice and supporting documentation therefor. Lessor’s consent to anyact, assignment or subletting shall not constitute an acknowledgment that noDefault or Breach by Lessee of this Lease exists, nor shall such consent bedeemed a waiver of any then existing Default or Breach, except as may beotherwise specifically stated in writing by Lessor at the time of such consent.The failure to specify herein any particular condition to Lessor’s consentshall not preclude the imposition by Lessor at the time of consent of suchfurther or other conditions as are then reasonable with reference to theparticular matter for which consent is being given. In the event that eitherParty disagrees with any determination made by the other hereunder andreasonably requests the reasons for such determination, the determining partyshall furnish its reasons in writing and in reasonable detail within 10business days following such request.

37.                    **Guarantor.**

37.1**             Execution.** TheGuarantor shall execute a guaranty in the form attached to the Rider and suchGuarantor shall have the same obligations as Lessee under this Lease.

37.2**             Default.**It shallconstitute a Default of the Lessee if Guarantor fails or refuses, upon requestto provide: (a) evidence of the execution of the guaranty, including theauthority of the party signing on Guarantor’s behalf to obligate Guarantor, andin the case of a corporate Guarantor, a certified copy of a resolution of itsboard of directors authorizing the making of such guaranty, (b) currentfinancial statements, (c) an Estoppel Certificate, or (d) written confirmationthat the guaranty is still in effect.

38.**                    QuietPossession.** Subject to payment by Lessee of the Rent and performance of allof the covenants, conditions and provisions on Lessee’s part to be observed andperformed under this Lease, Lessee shall have quiet possession and quietenjoyment of the Premises during the term hereof.

39.**                    Options.**If Lessee is granted an Option, as defined below, then the following provisionsshall apply:

39.1**             Definition.****“Option”**shall mean: (a) the right toextend the term of or renew this Lease or to extend or renew any lease that

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Lessee has on other property of Lessor; (b) the rightof first refusal or first offer to lease either the Premises or other propertyof Lessor; (c) the right to purchase or the right of first refusal to purchasethe Premises or other property of Lessor.

39.3             **MultipleOptions.** In the eventthat Lessee has any multiple Options to extend or renew this Lease, a laterOption cannot be exercised unless the prior Options have been validlyexercised.

39.4             **Effect ofDefault on Options.**

(a)                    Lessee shallhave no right to exercise an Option: (i) during the period commencing with thegiving of any notice of Default and continuing until said Default is cured,(ii) during the period of time any Rent is unpaid (without regard to whethernotice thereof is given Lessee), (iii) during the time Lessee is in Breach ofthis Lease, or (iv) in the event that Lessee has been given 3 or more noticesof separate monetary or material non-monetary Default, whether or not theDefaults are cured, during the 12 month period immediately preceding theexercise of the Option.

(b)                   The period oftime within which an Option may be exercised shall not be extended or enlargedby reason of Lessee’s inability to exercise an Option because of the provisionsof Paragraph 39.4(a).

(c)                    An Optionshall terminate and be of no further force or effect, notwithstanding Lessee’sdue and timely exercise of the Option, if, after such exercise and prior to thecommencement of the extended term or completion of the purchase, (i) Lesseefails to pay Rent for a period of 30 days after such Rent becomes due (providedLessor has provided Lessee with written notice of such failure to pay Rent), or(ii) if Lessee commits a Breach of this Lease.

40.                    **Multiple Buildings.**If the Premises are a part of a group of buildings controlled by Lessor, Lesseeagrees that it will abide by and conform to all reasonable rules andregulations which Lessor may make from time to time for the management, safety,and care of said properties, including the care and cleanliness of the groundsand including the parking, loading and unloading of vehicles, and to cause itsemployees, suppliers, shippers, customers, contractors and invitees to so abideand conform.

41.                    **Security Measures.**Lessee hereby acknowledges that the Rent payable to Lessor hereunder does notinclude the cost of guard service or other security measures, and that Lessorshall have no obligation whatsoever to provide same. Lessee assumes allresponsibility for the protection of the Premises, Lessee, its agents andinvitees and their property from the acts of third parties.

42.                    **Reservations.**Lessor reserves to itself the right, from time to time, to grant, without theconsent or joinder of Lessee, such easements, rights and dedications thatLessor deems necessary, and to cause the recordation of parcel maps andrestrictions, so long as such easements, rights, dedications, maps andrestrictions do not unreasonably interfere with the use of the Premises byLessee. Lessee agrees to sign any documents reasonably requested by Lessor toeffectuate any such easement rights, dedication, map or restrictions.

43.                    **Performance Under Protest.**If at any time a dispute shall arise as to any amount or sum of money to bepaid by one Party to the other under the provisions hereof, the Party againstwhom the obligation to pay the money is asserted shall have the right to makepayment “under protest” and such payment shall not be regarded as a voluntarypayment and there shall survive the right on the part of said Party toinstitute suit for recovery of such sum. If it shall be adjudged that there wasno legal obligation on the part of said Party to pay such sum or any partthereof, said Party shall be entitled to recover such sum or so much thereof asit was not legally required to pay. A Party who does not initiate suit for therecovery of sums paid “under protest” with 6 months shall be deemed to havewaived its right to protest such payment.

44.                    **Authority; Multiple Parties; Execution.**

(a)                    If eitherParty hereto is a corporation, trust, limited liability company, partnership,or similar entity, each individual executing this Lease on behalf of suchentity represents and warrants that he or she is duly authorized to execute anddeliver this Lease on its behalf. Each Party shall, within 30 days afterrequest, deliver to the other Party satisfactory evidence of such authority.

(b)                   If this Leaseis executed by more than one person or entity as “Lessee”, each such person orentity shall be jointly and severally liable hereunder. It is agreed that anyone of the named Lessees shall be empowered to execute any amendment to thisLease, or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the named Lessees had executedsuch document.

(c)                    This Lease maybe executed by the Parties in counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the sameinstrument.

45.                    **Conflict.** Anyconflict between the printed provisions of this Lease and typewritten orhandwritten provisions shall be controlled by the typewritten or handwrittenprovisions.

46.                    **Offer.**Preparation of this Lease by either Party or their agent and submission of sameto the other Party shall not be deemed an offer to lease to the other Party.The Lease is not intended to be binding until executed and delivered by allParties hereto.

47.                    **Amendments.**This Lease may be modified only in writing, signed by the Parties in interestat the time of the modification. As long as they do not materially changeLessee’s obligations hereunder, Lessee agrees to make such reasonablenon-monetary modifications to this Lease as may be reasonably required by aLender in connection with the obtaining of normal financing or refinancing ofthe Premises.

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49.                    **Mediation and Arbitration of Disputes.** An Addendum requiringthe Mediation and/or the Arbitration of all disputes between the Parties and/orBrokers arising out of this Lease o is x is not attachedto this Lease.

50.                    **Americans with Disabilities Act.** Since compliance with theAmericans with Disabilities Act (ADA) is dependent upon Lessee’s specific useof the Premises, Lessor makes no warranty or representation as to whether ornot the Premises comply with ADA or any similar legislation. In the event thatLessee’s use of the Premises requires modifications or additions to thePremises in order to be in ADA compliance, Lessee agrees to make any suchnecessary modifications and/or additions at Lessee’s expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWEDTHIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTIONOF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIESHEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASEARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR ANDLESSEE WITH RESPECT TO THE PREMISES.

**ATTENTION: NO REPRESENTATION ORRECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANYBROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THISLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:**

**1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAXCONSEQUENCES OF THIS LEASE.**

**2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW ANDINVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDEBUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THEZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF ANDOPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDEDUSE.**

**WARNING: IF THE PREMISES ISLOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAYNEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISESIS LOCATED.**

The parties hereto have executed this Lease at theplace and on the dates specified above their respective signatures.
| Executed at:                                            |                    |                                        | Executed at:                                                                     |                                                                             |
|---------------------------------------------------------|-------------------------|---------------------------------------------|----------------------------------------------------------------------------------|----------------------------------------------------------------------------------|
| On:                                                     |                    |                                        | On:                                                                              |                                                                             |
| ** **                                              | ** **              | ** **                                  |
| By**LESSOR:**                                           | ** **              | By**LESSEE:**                               |
| First Industrial, L.P., a Delaware limited  partnership |                    | National RV, Inc., a California corporation |
| By: First Industrial  Realty Trust, Inc., a Maryland    |                    |                                        |
| corporation and its  sole general partner               |                    | By:                                         | /s/ Tom Martini                                                                  |
| By:                                                     |                    |                                        | Name Printed:                                                                    | Tom Martini                                                                      |
| Name Printed:                                           |                    |                                        | Title:                                                                           | CFO                                                                              |
| Title:                                                  |                    |                                        | By:                                                                              |                                                                             |
|                                                    |                    | Name Printed:                               |                                                                             |
|                                                    |                    | Title:                                      |                                                                             |
| Title:                                                  |                    |                                        | Address:                                                                         |                                                                             |
| Address:                                                | 114 Pacifica, Suite 220 |                                        |                                                                             |                                                                             |
| Irvine, California 92618                                |                    | Telephone:                                  | (             ) |
| Telephone:                                              | (949) 486 - 1970        |                                        | Facsimile:                                                                       | (             ) |
| Facsimile:                                              | (949) 486 - 1971        |                                        | Federal ID No.                                                                   |                                                                             |
| Federal ID No                                           |                    |                                        |                                                                             |                                                                             |
|                                                         |                         |                                             |                                                                                  |                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| **BROKER:**    | ** ** | **BROKER:** |
|----------------|------------|-------------|
|           |       |        |
|           |       |        |
| Attn           |       |        | Attn: |   |
| Title:         |       |        | Title: |   |
| Address:       |       |        | Address: |   |
|           |       |        |
| Telephone:     | (          |        | ) |   |   | Telephone: | ( |   | ) |   |
| Facsimile:     | (          |        | ) |   |   | Facsimile: | ( |   | ) |   |
| Federal ID No. |       |        | Federal ID No. |   |
|                |            |             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

**NOTICE: These forms are often modified to meetchanging requirements of law and industry needs. Always write or call to makesure you are utilizing the most current form: AIR Commercial Real EstateAssociation, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No.**(**213**)**687-8777.Fax No.:**(**213**) **687-8616.**

**© Copyright 2001 - By AIRCommercial Real Estate Association. All rights reserved.**

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**No part of these worksmay be reproduced in any form without permission in writing.**

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**RIDER**

This Rider (**“Rider”**)****isa part of and incorporated into that certain Standard Industrial/CommercialSingle-Tenant Lease-Net (the **“Original Lease;”**the Original Lease, together with the Rider, the “**Lease**”) dated as of May 18, 2007 by andbetween First Industrial, L.P., a Delaware limited partnership (**“Lessor”**)****and National RV, Inc., a California corporation (**“Lessee”**) for the Premises known as 3411 N.Perris Boulevard, Perris, California. Capitalized terms used herein and nototherwise defined herein shall have the meanings ascribed to them in theOriginal Lease.

1.         Conflict. If there is a conflict between the terms of this Rider and theOriginal Lease, the terms of this Rider shall control.

2.         Base Rent. Lessee shall pay Base Rent to Lessor in monthly installments, inadvance, on the first day of each and every calendar month during the OriginalTerm in the amounts and for the periods set forth below:
| Lease Period                 | ** ** | **Monthly Base Rent** | ** ** |
|-----------------------------------|------------|---------------------------------|------------|
| May 18, 2007 – May 31, 2008  |       | $                               | 145,690.10 |   |
| June 1, 2008 – May 31, 2009  |       | $                               | 150,060.80 |   |
| June 1, 2009 – May 31, 2010  |       | $                               | 154,562.62 |   |
| June 1, 2010 – May 31, 2011  |       | $                               | 159,199.50 |   |
| June 1, 2011 – May 31, 2012  |       | $                               | 163,975.49 |   |
| June 1, 2012 – May 31, 2013  |       | $                               | 168,894.75 |   |
| June 1, 2013 – May 31, 2014  |       | $                               | 173,961.59 |   |
| June 1, 2014 – May 31, 2015  |       | $                               | 179,180.44 |   |
| June 1, 2015 – May 31, 2016  |       | $                               | 184,555.85 |   |
| June 1, 2016 –  May 31, 2017 |       | $                               | 190,092.53 |   |

 

3.         Damage

3.1       Damage Arising Prior to Date of Lease. Notwithstanding anything to the contrary set forth in the Lease,including, but not limited to Section 9 of the Original Lease, in the event ofany damage or destruction or other casualty to the Premises (collectively, **“Damage”**)****that occurred prior to the Commencement Date, Lessee shall not bepermitted to (i) receive any rental abatement or (ii) terminate the Lease onthe basis of such Damage.

3.2       Completion of Repairs/Restoration. The following shall be added to the end of Section 9.3 of the OriginalLease: “Lessee shall have the right to terminate the Lease if Lessor fails tosubstantially complete any repairs or restoration within one hundred eighty(180) days following the occurrence of such damage or destruction provided (i)such delay in Lessor’s

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completion of the repairs orrestoration is not due to the acts of Lessee or any party within the control ofLessee or as a result of a labor dispute, public emergency, shortage of fuel,supplies or labor or any other cause, whether similar or dissimilar, beyondLessor’s reasonable control and (ii) Lessee delivers a termination notice toLessor prior to the repairs or restoration being substantially completed.”

3.3       Damage to Particular Building(s). Notwithstanding anything to the contrary set forth in the OriginalLease, each of Building One, Building Two and Building Three shall be regardedindependently for purposes of determining Premises Total Destruction. In theevent that the damage or destruction to a particular Building constitutesPremises Total Destruction, then the Lease shall terminate only with respect tothe impacted Building (and there shall automatically be a pro rata adjustmentto the Rent due and owing under this Lease from and after such terminationbased on the revised square footage of the Premises), but the Lease shallremain in full force and effect with respect to the other Buildings.

4.         Financial Information. From time to time during the Term but on nomore than one (1) occasion per calendar year except in connection with (i) afinancing or refinancing of the Premises by Lessor; (ii) a sale by Lessor ofthe Premises; or (iii) a Default or Breach by Lessee of the Lease, Lessee shalldeliver to Lessor information and documentation describing and concerningLessee’s financial condition, and in form and substance reasonably acceptableto Lessor, within fifteen (15) business days following Lessor’s written requesttherefor. Upon Lessor’s request, Lessee shall provide to Lessor the mostcurrently available audited financial statement of Lessee; and if no suchaudited financial statement is available, then Lessee shall instead deliver toLessor its most currently available balance sheet and income statement.Furthermore, upon the delivery of any such financial information from time totime during the Term, Lessee shall be deemed to automatically represent and warrantto Lessor that the financial information delivered to Lessor is true, accurateand complete, and that there has been no adverse change in the financialcondition of Lessee since the date of the then-applicable financialinformation. Lessor shall maintain such financial information in strictconfidence, except that Lessor may disclose such financial information toLessor’s lenders and potential buyers provided that they shall maintain suchfinancial information in strict confidence as well.

5.         Optionto Renew.

5.1       Lessee shall have the option (**“RenewalOption”**) to renew the Lease for two (2) consecutive terms of sixty(60) months each (each, a **“Renewal Term”**),on all the same terms and conditions set forth in the Lease, except thatinitial Base Rent during each Renewal Term shall be equal to Fair Market Rent(as defined in **Section 5.2**below). Lessee shall deliver written notice to Lessor of Lessee’s election toexercise the Renewal Option (**“Renewal Notice”**)****not less than six (6) months, nor morethan twelve (12) months, prior to the expiration date of the Original Term orthe then-applicable Renewal Term; and if Lessee fails to timely deliver theRenewal Notice to Lessor, then Lessee shall automatically be deemed to haveirrevocably waived and relinquished the entire Renewal Option.

5.2       **“Fair Market Rent”**shall be determined by Lessor, in its sole, but good faith, discretionbased upon the annual base rental rates then being charged (as of the date onwhich Lessee delivers the Renewal Notice) in the industrial market sector ofthe geographic area

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where the buildings aresituated for comparable space and for a lease term commencing on or about thecommencement date of the applicable Renewal Term and equal in duration to theapplicable Renewal Term, taking into consideration: the geographic location,quality and age of the applicable buildings; the location and configuration ofthe relevant space within the applicable building; the extent of service to beprovided to the proposed lessee thereunder; applicable distinctions between “gross”lease and “net” leases; the creditworthiness and quality of Lessee; leasingcommissions; and any other relevant term or condition in making suchevaluation, as reasonably determined by Lessor. In no event, however (and notwithstandingany provision to the contrary in **Section 5.3**below),shall the Fair Market Rent ever be less than the rate of Base Rent in effect asof the expiration date of the one (1) year period immediately preceding theexpiration date of the then-applicable Term (the **“Renewal Rent Floor”**). Lessor shall notify Lessee of Lessor’sdetermination of Fair Market Rent for the applicable Renewal Term, in writing(the **“Base Rent Notice”**) withinthirty (30) days after receiving the applicable Renewal Notice.

5.3       Lessee shall then have fifteen (15) days after Lessor’s delivery of theBase Rent Notice in which to advise Lessor, in writing (the **“Base Rent Response Notice”**)****whether Lessee (i) is prepared to acceptthe Fair Market Rent established by Lessor in the Base Rent Notice and proceedto lease the Premises, during the applicable Renewal Term, at that Fair MarketRent; or (ii) elects to withdraw and revoke its Renewal Notice, whereupon theentire Renewal Option shall automatically be rendered null and void; or (iii)elects to contest Lessor’s determination of Fair Market Rent. In the event thatLessee fails to timely deliver the Base Rent Response Notice, then Lessee shallautomatically be deemed to have elected (i) above. Alternatively, if Lesseetimely elects (ii), then the Lease shall expire on the original expiration dateof the Original Term or the first Renewal Term, as the case may be. If,however, Lessee timely elects (iii), then the following provisions shall apply:

5.3.1    The Fair Market Rent shall be determined byeither the Independent Brokers or the Determining Broker, as provided anddefined below, but in no**eventshall the Fair Market Rent be less than the Renewal Rent Floor.

5.3.2    Within fifteen (15) days after Lesseedelivers its Base Rent Response Notice, electing the option provided in clause(iii) of **Section 5.3,**each ofLessor and Lessee shall advise the other, in writing (the **“Arbitration Notice”**)****of both (i) the identity of the individualthat each of Lessor and Lessee, respectively, is designating to act as Lessor’sor Lessee’s, as the case may be, duly authorized representative for purposes ofthe determination of Fair Market Rent pursuant to this **Section 5.3**(the **“Representatives”**); and (ii) a list of three (3) proposedlicensed real estate brokers, any of which may serve as one of the IndependentBrokers (collectively, the **“Broker Candidates”**).Each Broker Candidate:

(A)      shall be duly licensed in the jurisdiction in which the Premises islocated;

(B)       shall have at least five (5) years’ experience, on a full-time basis,leasing industrial space (warehouse/distribution/ancillary office) in the samegeneral geographic area as that in which the Premises is located, and at leastthree (3) of those five (5)

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years of experience shall have been consecutive andshall have elapsed immediately preceding the date on which Lessee delivers theRenewal Notice; and

(C)       shall be independent andhave no then-pending (as of the dateLessor or Lessee designates the broker as a Broker Candidate) brokeragerelationship, formal or informal, oral or written, with any or all of Lessor,Lessee, and any affiliates of either or both of Lessor and Lessee (**“Brokerage Relationship”**),****nor may there have been any such BrokerageRelationship at any time during the two (2) year period immediately precedingthe broker’s designation, by Lessor or Lessee, as a Broker Candidate.

5.3.3    Within fifteen (15) days after each ofLessor and Lessee delivers its Arbitration Notice to the other, Lessor andLessee shall cause their respective Representatives to conduct a telephonicmeeting at a mutually convenient time. At that meeting, the two (2)Representatives shall examine the list of six (6) Broker Candidates and shalleach eliminate two (2) names from the list on a peremptory basis. In order toeliminate four (4) names, first, the Lessee’s Representative shall eliminate aname from the list and then the Lessor’s Representative shall eliminate a nametherefrom. The two (2) Representatives shall alternate in eliminating namesfrom the list of six (6) Broker Candidates in this manner until each of themhas eliminated two (2) names. The two (2) Representatives shall immediatelycontact the remaining two (2) Broker Candidates (the **“Independent Brokers”**),****andengage them, as behalf of Lessor and Lessee, to determine the Fair Market Rentin accordance with the provisions of this **Section5.3**.

5.3.4    The Independent Brokers shall determine theFair Market Rent within thirty (30) days of their appointment. Lessor and Lessee shall each make a written submission to theIndependent Brokers (no more than ten (10) pages in length, in the aggregate,per submitting party), advising of the rate that the submitting party believesshould be the Fair Market Rate, together with whatever written evidence orsupporting data that the submitting party desires in order to justify itsdesired rate of Fair Market Rent; provided, in all events, however, that theaggregate maximum length of each party’s submission shall not exceed ten (10)pages (each such submission package, a **“FMRSubmission”**).****TheIndependent Brokers shall be obligated to choose one (1) of the parties’specific proposed rates of Fair Market Rent, without being permitted toeffectuate any compromise position

5.3.5    In the event, however, that the IndependentBrokers fail to reach agreement, within twenty (20) days after the date onwhich both Lessor and Lessee deliver the FMR Submissions to the IndependentBrokers (the **“Decision Period”**),****as to which of the two (2) proposed ratesof Fair Market Rent should be selected, then, within five (5) days after theexpiration of the Decision Period, the Independent Brokers shall jointly selecta real estate broker who (x) meets all of the qualifications of a BrokerCandidate, but was not included in the original list of six (6) BrokerCandidates; and (y) is not affiliated with any or all of (A) either or both ofthe Independent Brokers and (B) the real estate brokerage companies with whicheither or both of the Independent Brokers is affiliated (the **“Determining Broker”**).****The Independent Brokers shall engage theDetermining Broker on behalf of Lessor and Lessee (but without expense to theIndependent Brokers), and shall deliver the FMR Submissions to the DeterminingBroker within five (5) days after the date on which the Independent Brokersselect the Determining Broker pursuant to the preceding sentence (the **“Submission Period”**).

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5.3.6    The Determining Broker shall make adetermination of the Fair Market Rent within twenty (20) days after the date onwhich the Submission Period expires. The Determining Broker shall be requiredto select one of the parties’ specific proposed rates of Fair Market Rent,without being permitted to effectuate any compromise position.

5.3.7    The decision of the Independent Brokers orthe Determining Broker, as the case may be, shall be conclusive and binding onLessor and Lessee, and neither party shall have any right to contest or appealsuch decision. Judgment may be entered, in a court of competent jurisdiction,upon the decision of the Independent Brokers or the Determining Broker, as thecase may be.

5.3.8    In the event that the Original Term or thefirst Renewal Term, as the case may be, expires and the subject Renewal Termcommences prior to the date on which the Independent Brokers or the DeterminingBroker, as the case may be, renders their/its decision as to the Fair MarketRent, then from the commencement date of the subject Renewal Term through thedate on which the Fair Market Rent is determined under this **Section 5.3**(the **“Determination Date”**),****Lesseeshall pay monthly Base Rent to Lessor at a rate equal to 105% of the rate ofmonthly Base Rent in effect on the expiration date of the Original Term or thefirst Renewal Term, as applicable (the **“TemporaryBase Rent”**).****Within ten(10) business days after the Determination Date, Lessor shall pay to Lessee, orLessee shall pay to Lessor, depending on whether the Fair Market Rent is lessthan or greater than the Temporary Base Rent, whatever sum that Lessor orLessee, as the case may be, owes the other (the **“Catch-Up Payment”**),****basedon the Temporary Base Rent actually paid and the Fair Market Rent due (asdetermined by the Independent Brokers or the Determining Broker, as the casemay be) during that portion of the Renewal Term that elapses before theCatch-Up Payment is paid, in full (together with interest thereon, as providedbelow). The Catch-Up Payment shall bear interest at the rate of Prime (definedbelow), plus five percent (5.0%) per annum from the date each monthly componentof the Catch-Up Payment would have been due, had the Fair Market Rent beendetermined prior to the commencement of the Renewal Term, through the date onwhich the Catch-Up Payment is paid, in full (inclusive of interest thereon).For purposes hereof, **“Prime”**shallmean the per annum rate of interest publicly announced by Wells Fargo Bank,N.A. (or its successor), from time to time, as its **“prime”**or **“base”**or **“reference”** rate of interest.

5.3.9    The party whose proposed rate of Fair MarketRent is not selected by the Independent Brokers or the Determining Broker, asthe case may be, shall bear all costs of all counsel, experts or otherrepresentatives that are retained by both parties, together with all othercosts of the arbitration proceeding described in this **Section 5.3**, including, without limitation,the fees, costs and expenses imposed or incurred by any or all of theIndependent Brokers and the Determining Broker.

5.3.10  Unless otherwise expressly agreed in writing,during the period of time that any arbitration proceeding is pending under this**Section 5.3**, Lessor and Lesseeshall continue to comply with all those terms and provisions of the Lease thatare not the subject of their dispute and arbitration proceeding, mostspecifically including, but not limited to, Lessee’s monetary obligations underthe Lease; and, with respect to the payment of Base Rent during that

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portion of the Renewal Term that elapses during thependency of any arbitration proceeding under this **Section 5.3**, the provisions of **Section 5.3.8**shall apply.

5.3.11  During any period of time that an arbitrationis pending or proceeding under this **Section5.3,**Lessee shall have no right to assign the Lease or enter intoany sublease for all or any portion of the Premises, notwithstanding anyprovision to the contrary in the Lease. Furthermore, if the Lease requires thatLessor perform any lessee improvement work in connection with the Renewal Term,Lessor shall be relieved of any such obligation during the pendency of anyarbitration proceeding under this **Section 5.3.**

6.         Obligations. The obligations of Lessee under the Lease shall be guaranteed byGuarantor pursuant to the terms of the Guaranty attached hereto as **Exhibit A.**

7.         SecurityDeposit.

7.1       L/C. Simultaneouslywith the execution and delivery of the Lease, Lessee shall deliver to Lessor anirrevocable letter of credit **(“L/C”)**issued by a national U.S. banking institution reasonably acceptable to Lessor,and in form and substance reasonably satisfactory to Lessor, in the amount setforth in Section 1.6(b) of the Original Lease (the **“Security”**),****subjectto adjustment as set forth in **Section 7.2**below,representing security for the performance by Lessee of the covenants andobligations set forth in the Lease. In addition to any other items that Lessormay reasonably require, the L/C shall: (a) name Lessor as its beneficiary; (b)have an initial term of no less than one year; (c) automatically renew for oneyear periods unless the issuer provides Lessor with at least 60 days’ advancewritten notice that the L/C will not be renewed; (d) the L/C shall permitpartial draws; (e) the sole and exclusive condition to any draw on the L/Cshall be that Lessor certifies to the issuer that one or more of the followingis/are true: (i) Lessee is the debtor in a pending bankruptcy proceeding; (ii)Lessee is not in compliance with any of the terms of the Lease; and (iii) theGuarantor is not in compliance with the terms of the Guaranty, and (f) betransferable to successor lessors on as many occasions as desired. Notwithstandingthe foregoing, in the event that: (x) the expiration date of any L/C occursbefore the Expiration Date, (y) the issuer has advised Lessor that the issuerwill not automatically renew the L/C; and (z) Lessee fails to deliver to Lessorat least forty-five (45) days prior to the expiration of such L/C either (A) anamendment thereto extending the expiration date of such L/C for not less thantwelve (12) months, or (B) a new L/C, in form and substance in accordance with(a) through (f) above and otherwise satisfactory to Lessor (in its reasonablediscretion), then Lessor may draw on such L/C and thereafter (in addition toany other remedies available to Lessor under the Lease) apply the proceeds inwhatever manner or for whatever purpose Lessor reasonably deems appropriate inthe event that Lessee fails to timely comply with any or all of the covenantsand obligations imposed on Lessee under the Lease. If Lessee fails to complywith any or all of its covenants or obligations under the Lease, Lessor may, withoutnotice to Lessee, draw on the L/C and apply the proceeds to cure such defaultor pay any such sums then due from Lessee under the Lease (including amountsdue under Section 13.2 of the Original Lease as a consequence of termination ofthe Lease or Lessee’s right to possession), in whatever manner Lessor deemsappropriate, in addition to any and all other remedies available to Lessorunder the Lease. Lessor shall not, however, have the right to draw down the L/Cin an amount in excess of the amount then due and owing by Lessee to Lessor asreasonably determined by Lessor (provided, however, that if the Lessee is adebtor in a pending bankruptcy proceeding, Lessor

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shall have the right to draw down the entire L/C). Inthe event Lessor draws against the L/C, Lessee shall, upon demand, at Lessee’soption, immediately either (aa) deposit with Lessor a sum equal to amount drawnunder the L/C or (bb) deliver to Lessor an additional L/C in an amount equal tothe amount drawn. If Lessee fully and faithfully complies with all thecovenants under the Lease, the Security (or any balance thereof) together withLessor’s written consent to the cancellation of any and all outstanding L/Csconstituting part of the Security shall be delivered to Lessee withinforty-five (45) days after the last to occur of (1) the date the Term expiresor terminates or (2) delivery to Lessor of possession of the Premises. Lessormay deliver the Security to any purchaser of Lessor’s interest in the Premisesor any successor lessor, if applicable, whereupon Lessor shall be dischargedfrom any further liability with respect to the Security. In the event thatLessor exercises its right under the preceding sentence, Lessee shall fullycooperate with Lessor, in all reasonable respects, to cause the L/C to beassigned and conveyed to, or reissued to, such purchaser or successor lessor,as the case may be, and Lessee shall bear any expenses incurred in connectiontherewith.

7.2       L/C Adjustment. Notmore than one time per calendar year, Lessee shall have the right to submit toLessor a written request for a reduction in the amount of the L/C (the **“L/C****ReductionRequest”**). The L/C Reduction Request shall include (i) Lessee’s mostrecent financial statement (including balance sheet and income statement), (ii)such other information as may be reasonably necessary for the purpose ofdetermining Tangible Net Worth (defined below) and (iii) Lessee’s determinationof the amount of the L/C **(“L/C Amount”)**thatit is required to maintain (as determined in accordance with the table setforth below). Upon receipt of the L/C Reduction Request, Lessor shall haveforty-five (45) days to review and either approve or disapprove of Lessee’sdetermination of the L/C Amount. Such approval or disapproval shall bedelivered to Lessee in writing. In addition, Lessor shall have the right torequest the information from Lessee described in items (i) and (ii) above aspart of Lessor’s request for financial information pursuant to **Section 4**of this Rider. The L/C Amount mayalso increase from time to time in accordance with the table set forth below ifLessee’s Tangible Net Worth decreases. In all events, the L/C Amount shallcorrespond to Lessee’s Tangible Net Worth, as reasonably approved by Lessor, inaccordance with the table set forth below.

In the event that the L/C Amount is reduced from theprevious determination of the L/C Amount, Lessor shall cooperate with Lesseeand its financial institution, at no expense to Lessor, in order to reduce theamount of the L/C to the new L/C Amount; provided, however, that in no eventshall Lessor be required to surrender the L/C that is in its possession unlessand until Lessor receives a replacement L/C in the new L/C Amount. In the eventthat the L/C Amount is increased from the previous determination of the L/CAmount, Lessee, at Lessee’s sole cost and expense, shall cause the L/C to beincreased to the newly determined L/C Amount within 45 days of Lessee’s receiptof Lessor’s written determination of the new L/C Amount.

Notwithstanding anything to the contrary, Lessee shallnot be entitled to a reduction in the L/C Amount prior to submitting itscalendar year end 2008 financial statements and therefore, Lessee shall notmake a L/C Reduction Request until after January 1, 2009.

For purposes of this Section, “Tangible Net Worth”shall mean (i) the aggregate of the assets of Lessee at such date, excludingall intangible assets (i.e., unamortized debt, discount and expenses,franchises, research and development, goodwill, trademarks, patents, copyrights,

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organizational expenses and similar intangible items) minus(ii) the total liabilities of Lessee at such date.
| **Tangible Net Worth**                                | ** ** | **L/C Amount** | ** ** |
|-----------------------------------------------------------------|------------|---------------------|------------|
| Less than  $40,000,000                                          |       | $                   | 3,250,000  |   |
| Less than  $45,000,000 but greater than or equal to $40,000,000 |       | $                   | 2,600,000  |   |
| Less than  $50,000,000 but greater than or equal to $45,000,000 |       | $                   | 1,950,000  |   |
| Greater than or  equal to $50,000,000                           |       | $                   | 650,000    |   |

 

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*If (i) Lessee would be entitled to a reduction in theL/C Amount to $650,000, (ii) Lessee has submitted (or is then currentlysubmitting) its year end financial statements for calendar year 2010 and (iii)Lessee has maintained a Tangible Net Worth of not less than $45,000,000 for theprevious then-ending six consecutive calendar quarters, then rather than reducingthe L/C Amount to, or maintaining the L/C Amount at, $650,000, the L/C Amountshall be reduced to an amount equal to two months Rent.

Notwithstanding anything to the contrary set forthherein, in no event shall Lessee be entitled to a reduction in the L/C ifLessee is in Default of the Lease.

8.         Sinclair Street Lease.Reference is hereby made to that certain AIR Commercial Real Estate AssociationStandard Industrial/Commercial Single-Tenant Lease—Net, as amended by thatcertain Rider, both dated as of the date hereof by and between Lessor andLessee with respect to the premises commonly known as 100 W. Sinclair Street,Riverside, California (the **“Sinclair StreetLease”)**. So long as the lessor under this Lease is either (i) thelessor under the Sinclair Street Lease or (ii) affiliated with the lessor underthe Sinclair Street Lease, then a Default or Breach under this Lease or theSinclair Street Lease, as the case may be, shall constitute a Default or Breachunder both this Lease and the Sinclair Street Lease, and, in such event, Lessor(or, if applicable, such affiliate of Lessor) shall have the right to exerciseits remedies set forth in either or both of this Lease and the Sinclair StreetLease.

9.         Chemicals/Wastes.Lessor hereby approves Lessee’s use of the chemicals and wastes described on **Exhibit B**attached hereto provided thatsuch chemicals and wastes do not exceed the annual quantity set forth on **Exhibit B**that is applicable to theparticular chemical or waste, such chemicals and wastes are stored in themanner described on **Exhibit B** andthe use of such chemicals and wastes otherwise complies with the terms of theLease.

10.       Repairs/Replacements.Lessee shall, at Lessee’s sole cost and expense, perform the repairs and/orreplacements described on **Exhibit C**attachedhereto on or prior to (i) May 18, 2008 with respect to those items labeled as **“Year 1 2007”** on **Exhibit C** and (ii) May 18, 2009****with respect to those items labeled as **“Year 2 2008”**on **Exhibit****C.**All****such repairs and/or

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replacements shall be performed in a manner reasonablyacceptable to Lessor and, Lessor shall have the right, from time to time, tomonitor and inspect Lessee’s performance of such repairs and/or replacements.

11.       Underground Storage Tank.Lessor and Lessee acknowledge and agree that there is an underground storagetank (a **“UST”**) located at theProperty. Promptly upon (and in all events, within 30 days after) the earlierto occur of (i) the date on which Lessee ceases its use of the UST and (ii) theexpiration or earlier termination of this Lease, Lessee shall, at Lessee’s solecost and expense, cause (y) the UST to be removed from the Property, anddisposed of, and (z) clean-up, repair and remediate, as necessary in Lessor’sreasonable judgment, in accordance with all Applicable Requirements and in amanner approved by Lessor, any portions of the Property that are adverselyimpacted by the UST (and its contents). The terms of this **Section 11**shall survive the termination ofthe Lease.

12.       Management Fee.Lessee shall pay to Lessor, on a monthly basis as a component of Rent, amanagement fee in the amount of 0.5% of the Base Rent for the Property.

13.       Counterparts. ThisRider may be executed in two (2) or more counterparts, each of which shall beconsidered an original and all of which, when taken together, shall constituteone (1) instrument. A facsimile counterpart of this Rider shall be deemed anoriginal for all relevant purposes.

**[SIGNATURE PAGE TOFOLLOW]**

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IN WITNESS WHEREOF, the parties have executed thisRider on the date first above written.
|        | **LESSOR:**                                                   | ** **                                                                                  |
|--------|---------------------------------------------------------------|---------------------------------------------------------------------------------------------|
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | **FIRST  INDUSTRIAL, L.P.,** a  Delaware limited  partnership | ** **                                                                                  |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | By:                                                           | First Industrial  Realty Trust, Inc., a  Maryland corporation and its sole general  partner |   |
|   |                                                          |                                                                                        |   |
|   |                                                          |                                                                                        |   |
|   |                                                          | By:                                                                                         |   |   |
|   |                                                          | Its:                                                                                        |   |   |
|   |                                                          |                                                                                        |   |
|   |                                                          |                                                                                        |   |
|   | **LESSEE:**                                                   | ** **                                                                                  |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | **NATIONAL  RV, INC.,**a California corporation               | ** **                                                                                  |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | By:                                                           | /s/ Thomas J.  Martini                                                                      |   |
|   | Its:                                                          | CFO                                                                                         |   |
|        |                                                               |                                                                                             |  |  |  |  |

 

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**EXHIBITA**

**GUARANTYOF LEASE**

**GUARANTYOF LEASE**(this **“Guaranty”**)made as of May          2007, by **NATIONAL RV HOLDINGS, INC.,**a Delawarecorporation, with an address at 100 West Sinclair, Perris, California 92571 (**“Guarantor”**),****to **FIRST INDUSTRIAL, L.P.,**aDelaware partnership, having an office at 311 South Wacker Drive, Suite 4000,Chicago, Illinois 60606 (**“Lessor”**).

**WITNESSETH:**

**WHEREAS:**

A.        Lessor has been requested by National RV, Inc., a Californiacorporation, (**“Lessee”**), to enterinto a Standard Industrial/Commercial Single-Tenant Lease-Net dated as of thedate hereof, as supplemented by that certain Rider dated as of the date hereofby and between Lessor and Lessee (as amended and supplemented, the **“Lease”**), whereby Lessor would lease toLessee, and Lessee would rent from Lessor, certain premises located 3411 N.Perris Boulevard, Perris, California, as more particularly described in theLease (the **“Premises”**).

B.        Guarantor is the parent of Lessee, and will derive substantial economicbenefit from the execution and delivery of the Lease.

C.        Guarantor acknowledges that Lessor would not enter into the Lease unlessthis Guaranty accompanied the execution and delivery of the Lease.

D.        Guarantor hereby acknowledges receipt of a copy of the Lease.

**NOW, THEREFORE,**in consideration of the execution and delivery of the Lease and of othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Guarantor covenants and agrees as follows:

1.         **DEFINITIONS****.**Defined terms used in this Guaranty and nototherwise defined herein have the meanings assigned to them in the Lease.

2.         **COVENANTS OF GUARANTOR****.**

(a)       Guarantor absolutely, unconditionally and irrevocably guarantees, as aprimary obligor and not merely as a surety: (i) the full and prompt payment ofall Base Rent and additional Rent and all other rent, sums and charges of everytype and nature payable by Lessee under the Lease, and (ii) the full, timelyand complete performance of all covenants, terms, conditions, obligations andagreements to be performed by Lessee under the Lease (all of the obligationsdescribed in clauses (i) and (ii), collectively, the **“Obligations”**).****IfLessee defaults under the Lease, Guarantor will, without notice or demand,promptly pay and perform all of the Obligations, and pay to Lessor, when and asdue, all Base Rent and additional Rent payable by Lessee under the Lease,together with all damages, costs and expenses to which Lessor is entitledpursuant to any or all of the Lease, this Guaranty and Applicable Requirements.

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(b)       Guarantor agrees with Lessor that (i) any action, suit or proceeding ofany kind or nature whatsoever (an **“Action”**)commenced by Lessor against Guarantor to collect Base Rent and additional Rentand any other rent, sums and charges due under the Lease for any month ormonths shall not prejudice in any way Lessor’s rights to collect any suchamounts due for any subsequent month or months throughout the Term in anysubsequent Action, (ii) Lessor may, at its option, without prior notice ordemand, join Guarantor in any Action against Lessee in connection with or basedupon either or both of the Lease and any of the Obligations, (iii) Lessor mayseek and obtain recovery against Guarantor in an Action against Lessee or inany independent Action against Guarantor without Lessor first asserting,prosecuting, or exhausting any remedy or claim against Lessee or against anysecurity of Lessee held by Lessor under the Lease, and (iv) Guarantor will beconclusively bound by a judgment entered in any Action in favor of Lessoragainst Lessee, as if Guarantor were a party to such Action, irrespective ofwhether or not Guarantor is entered as a party or participates in such Action.

(c)       Any default or failure by the Guarantor to perform any of its Obligationsunder this Guaranty shall be deemed an immediate default by Lessee under theLease, subject to any applicable cure and/or notice periods specificallyprovided to Lessee in the Lease.

3.         **GUARANTOR’S OBLIGATIONSUNCONDITIONAL****.**

(a)       This Guaranty is an absolute and unconditional guaranty of payment andof performance, and not of collection, and shall be enforceable againstGuarantor without the necessity of the commencement by Lessor of any Actionagainst Lessee, and without the necessity of any notice of nonpayment,nonperformance or nonobservance, or any notice of acceptance of this Guaranty,or of any other notice or demand to which Guarantor might otherwise beentitled, all of which Guarantor hereby expressly waives in advance. Theobligations of Guarantor hereunder are independent of, and may exceed, theobligations of Lessee.

(b)       If the Lease is renewed, or the Term extended, for any period beyond theExpiration Date, either pursuant to any option granted under the Lease orotherwise, or if Lessee holds over beyond the Expiration Date, the obligationsof Guarantor hereunder shall extend and apply to the full and faithfulperformance and observance of all of the Obligations under the Lease accruingduring any renewal, extension or holdover period.

(c)       This Guaranty is a continuing guarantee and will remain in full forceand effect notwithstanding, and the liability of Guarantor hereunder shall beabsolute and unconditional irrespective of: (i) any modifications, alterationsor amendments of the Lease (regardless of whether Guarantor consented to or hadnotice of same), (ii) any releases or discharges of Lessee other than the fullrelease and complete discharge of all of the Obligations, (iii) Lessor’sfailure or delay to assert any claim or demand or to enforce any of its rightsagainst Lessee, (iv) any extension of time that may be granted by Lessor toLessee, (v) any assignment or transfer of all or any part of Lessee’s interestunder the Lease (whether by Lessee, by operation of law, or otherwise), (vi)any subletting, concession, franchising, licensing or permitting of thePremises, (vii) any changed or different use of the Premises, (viii) any otherdealings or matters occurring between Lessor and Lessee, (ix) the taking byLessor of any additional guarantees, or the receipt by Lessor of anycollateral, from other persons or entities,

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(x) the release by Lessor ofany other guarantor, (xi) Lessor’s release of any security provided under theLease, (xii) Lessor’s failure to perfect any Lessor’s lien or other lien orsecurity interest available under applicable Laws, (xiii) any assignment byLessor, at any time and from time to time, of its interest under the Lease orany portion thereof, either absolutely or as security, (xiv) Lessor’sforeclosure or other realization on any security or collateral for theperformance by Lessee of its obligations under the Lease; and (xv) if Lessorshall recover possession of the Premises by summary proceedings or otherwise,Lessor at its option may repair, subdivide, alter or change the character ofthe Premises from time to time as Lessor may deem appropriate, and may reletthe Premises or any part thereof for the whole or any part of the balance ofthe original term of the Lease and for such rent and upon such other terms andconditions as Lessor may determine. Without limiting the foregoing, thisGuaranty shall be applicable to any obligations of Lessee arising in connectionwith a termination of the Lease, whether voluntary or otherwise. Guarantorhereby consents, prospectively, to Lessor’s taking or entering into any or allof the foregoing actions or omissions. For purposes of this Guaranty and theobligations and liabilities of Guarantor hereunder, “Lessee” shall be deemed toinclude any and all concessionaires, licensees, franchisees, departmentoperators, assignees, sublessees, permittees or others directly or indirectlyoperating or conducting a business in or from the Premises and/or the Property,as fully as if any of the same were the named Lessee under the Lease.

(d)       Guarantor hereby expressly agrees that the validity of this Guaranty andthe obligations of Guarantor hereunder shall in no way be terminated, affected,diminished or impaired by reason of the assertion or the failure to assert byLessor against Lessee, of any of the rights or remedies reserved to Lessorpursuant to the provisions of the Lease or by relief of Lessee from any ofLessee’s obligations under the Lease or otherwise by (i) the release ordischarge of Lessee in any state or federal creditors’ proceedings,receivership, bankruptcy or other proceeding; (ii) the impairment, limitationor modification of the liability of Lessee or the estate of Lessee inbankruptcy, or of any remedy for the enforcement of Lessee’s liability underthe Lease, resulting from the operation of any present or future provision ofthe United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), orfrom other statute, or from the order of any court; or (iii) the rejection,disaffirmance or other termination of the Lease in any such proceeding. ThisGuaranty shall continue to be effective if at any time the payment of anyamount due under the Lease or this Guaranty is rescinded or must otherwise bereturned by Lessor for any reason, including, without limitation, theinsolvency, bankruptcy, liquidation or reorganization of Lessee, Guarantor orotherwise, all as though such payment had not been made, and, in such event,Guarantor shall pay to Lessor an amount equal to any such payment that has beenrescinded or returned.

4.         **WAIVERS OF GUARANTOR**.

(a)       Without limitation of the foregoing, Guarantor waives (i) notice ofacceptance of this Guaranty, and all notices of dishonor, nonpayment ornonperformance, (ii) notices of the creation, renewal, extension, assignment ormodification of the Lease, (iii) notice of any actions taken by Lessor orLessee under the Lease or any other agreement or instrument relating thereto,(iv) notice of any and all defaults by Lessee in the payment of Base Rent andadditional Rent or other rent, charges or amounts, or of any other defaults byLessee under the Lease, (v) all other notices, demands and protests, and allother formalities of every kind in

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connection with theenforcement of the Obligations, omission of or delay in which, but for theprovisions of this **Section 4**,might constitute grounds for relieving Guarantor of its obligations hereunder,(vi) any requirement that Lessor protect, secure, perfect, insure or proceedagainst any security interest or lien, or any property subject thereto, orexhaust any right or take any action against Lessee or any collateral, (vii)the benefit of any statute of limitations affecting Guarantor’s liability underthis Guaranty, and (viii) all diligence, protests, presentations orpresentments. Notwithstanding anything to the contrary set forth in thisGuaranty, Guarantor may assert or present (and does not waive) any right,defense, offset or benefit (excluding those defenses afforded by the bankruptcyor insolvency laws described in Section 3(d) above) that is available to orpossessed by (and has not yet been asserted by) Lessee pursuant to the Lease inany action by Lessor to enforce or proceed under this Guaranty.

(b)       GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM BROUGHT BY ANY PERSON OR ENTITY WITH RESPECT TO ANY MATTERWHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH: THIS GUARANTY; THELEASE; ANY LIABILITY OR OBLIGATION OF LESSEE IN ANY MANNER RELATED TO THEPREMISES AND/OR THE PROPERTY; ANY CLAIM OF INJURY OR DAMAGE IN ANY WAY RELATEDTO THE LEASE, THE PREMISES AND/OR THE PROPERTY; ANY ACT OR OMISSION OF LESSEE,ITS AGENTS, EMPLOYEES, CONTRACTORS, SUPPLIERS, SERVANTS, CUSTOMERS,CONCESSIONAIRES, FRANCHISEES, PERMITTEES OR LICENSEES; OR ANY ASPECT OF THE USEOR OCCUPANCY OF, OR THE CONDUCT OF BUSINESS IN, ON OR FROM THE PREMISES AND/ORTHE PROPERTY. EXCEPT FOR ANY RIGHTS OF LESSEE THAT GUARANTOR RETAINS THE RIGHTTO ASSERT, GUARANTOR SHALL NOT IMPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS ORCLAIMS FOR SET-OFF, RECOUPMENT OR DEDUCTION OF RENT IN ANY ACTION BROUGHT BYLESSOR AGAINST GUARANTOR UNDER THIS GUARANTY. GUARANTOR SHALL NOT BE ENTITLEDTO MAKE, AND HEREBY WAIVES, ANY AND ALL DEFENSES AGAINST ANY CLAIM ASSERTED BYLESSOR OR IN ANY SUIT OR ACTION INSTITUTED BY LESSOR TO ENFORCE THIS GUARANTYOR THE LEASE. IN ADDITION, GUARANTOR HEREBY WAIVES, BOTH WITH RESPECT TO THELEASE AND WITH RESPECT TO THIS GUARANTY, ANY AND ALL RIGHTS WHICH ARE WAIVED BYLESSEE UNDER THE LEASE, IN THE SAME MANNER AS IF ALL SUCH WAIVERS WERE FULLYRESTATED HEREIN. THE LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS PRIMARY ANDUNCONDITIONAL.

(c)       Without limiting the generality of the foregoing, Guarantor herebywaives all of the rights and defenses which Guarantor may have under Civil CodeSection 2819, and by doing so Guarantor specifically agrees that Guarantor’sliability hereunder shall continue even if Lessor alters any obligations of theLessee under the Lease in any respect or if Guarantor’s remedies or rightsagainst Lessee are in any way impaired or suspended without notice to or theconsent of Guarantor. Guarantor hereby waives any and all rights and defenseswhich Guarantor may have under Civil Code Section 2810 and by doing soGuarantor specifically agrees that Guarantor shall remain liable even if Lesseehad no liability under the Lease at the time of execution or if Lesseethereafter ceased or hereafter ceases to be liable. This Guaranty and the liability of Guarantor hereunder shall not bealtered, limited or otherwise affected by reason of the incapacity, death, disability of Lessee orany other person or the discharge of Lessee’s

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liability hereunder byoperation of law or otherwise. Guarantor further hereby waives any and allrights and defenses which Guarantor may have under Civil Code Section 2809; byreason of such waiver Guarantor specifically agrees that Guarantor’s liabilityunder this Guaranty may be larger in amount or otherwise more burdensome thanthat of Lessee under the Lease.

(d)       Guarantor hereby waives any and all rights and defenses which Guarantormay have under Civil Code Sections 2845, 2849 and 2850, including any rightwhich Guarantor may have to require Lessor to: (i) proceed against Lessee orany other guarantor, including any other Guarantor hereunder; (ii) proceedagainst or exhaust any security or collateral Lessor may at any time hold,including any security deposit under the Lease or any security given byGuarantor; or (iii) pursue or exercise any other right or remedy which Lessormay now or hereafter have under the Lease or at law or in equity, including anyright or remedy for the benefit of Guarantor. Lessor may exercise any and allrights or remedies available to Lessor against Lessee or any other guarantor(including any Guarantor hereunder) or against any security or collateral heldby Lessor without in any way limiting or impairing Lessor’s rights and remediesagainst Guarantor under this Guaranty.

5.         **SUBROGATION**.****Guarantorhereby waives all rights and defenses which Guarantor may have under Civil CodeSections 2847 and 2848. As a result of such waivers (and the waiver of CivilCode Section 2849 in Section 4(d) above), Guarantor shall have no right ofsubrogation or reimbursement against Lessee, no right of subrogation againstany collateral or security which Lessor may hold under the Lease or otherwise(including any security deposit), and no right of contribution against anyother guarantor (including any Guarantor hereunder) unless and until allobligations under the Lease have been duly paid and performed. Guarantor shallnot be subrogated, and hereby waives and disclaims any claim or right againstLessee by way of subrogation or otherwise, to any of the rights of Lessor underthe Lease or otherwise, or in either or both of the Premises and the Property,which may arise by any of the provisions of this Guaranty or by reason of theperformance by Guarantor of any of its Obligations hereunder. Guarantor shalllook solely to Lessee for any recoupment of any payments made or costs orexpenses incurred by Guarantor pursuant to this Guaranty. If any amount shallbe paid to Guarantor on account of such subrogation rights at any time when allof the Obligations shall not have been paid and performed in full, Guarantorshall hold such amount in trust for Lessor and shall pay such amount to Lessorimmediately following receipt by Guarantor, to be applied against theObligations, whether matured or unmatured, in such order as Lessor maydetermine. Guarantor hereby subordinates any liability or indebtedness of Lesseenow or hereafter held by Guarantor to the obligations of Lessee to Lessor underthe Lease. To the extent that such foregoing waiver is held by a court ofcompetent jurisdiction to be void or voidable, Guarantor’s rights ofsubrogation or reimbursement against Lessee and against any collateral orsecurity held by Lessor under the Lease or otherwise shall be junior andsubordinate to Lessor’s rights and remedies against Lessee and to Lessor’sright, title and interest in such collateral or security; and Guarantor’s rightof contribution against any other guarantor, if any, shall be junior andsubordinate to any and all rights and remedies which Lessor may have againstsuch other guarantor. Guarantor acknowledges that Lessor’s exercise of certainof the rights and remedies available to Lessor may impair or extinguishGuarantor’s right of subrogation or reimbursement against Lessee or right ofcontribution from any other guarantor, with the result that Guarantor mayincur a partially or totally non-reimbursable liability under this Guaranty;Guarantor hereby waives any defensebased upon the foregoing.

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6.         **REPRESENTATIONS AND WARRANTIES OF GUARANTOR**.Guarantor represents and warrants that:

(a)       Guarantor is a corporation; has all requisite power and authority toenter into and perform its obligations under this Guaranty; and this Guarantyis valid and binding upon and enforceable against Guarantor without therequirement of further action or condition.

(b)       The execution, delivery and performance by Guarantor of this Guarantydoes not and will not (i) contravene any Applicable Requirements or anycontractual restriction binding on or affecting Guarantor or any of itsproperties, or (ii) result in or require the creation of any lien, securityinterest or other charge or encumbrance upon or with respect to any of itsproperties.

(c)       There is no action, suit or proceeding pending or threatened against orotherwise affecting Guarantor before any court or other governmental authorityor any arbitrator that may materially adversely affect Guarantor’s ability toperform its obligations under this Guaranty.

(d)       Guarantor’s principal place of business is 100 West Sinclair, Perris,California 92571.

(e)       Guarantor is the parent of Lessee.

7.         **NOTICES****.**Any consents, notices, demands, requests,approvals or other communications given under this Guaranty shall be given asprovided in the Lease, as follows:

(a)       if to Guarantor at Guarantor’s address set forth on the first page ofthis Guaranty; and

(b)       if to Lessor, at Lessor’s address set forth on the signature page of theLease (with a copy to Lessor’s attorney as also set forth on the signature pageto the Lease); or to such other addresses as either Lessor or Guarantor maydesignate by notice given to the other in accordance with the provisions ofthis **Section 7.**

8.**        ****CONSENT TO JURISDICTION;WAIVER OF IMMUNITIES**.****The undersigned hereby (a) consents andsubmits to the jurisdiction of the courts of the State of California and thefederal courts sitting in the State of California and shall be subject toservice of process in the State of California with respect to any dispute therearising, directly or indirectly, out of this Guaranty, (b) waives anyobjections which the undersigned may have to the laying of venue in any suchsuit, action or proceeding in either such court, (c) agrees to join Lessor inany petition for removal to either such court, (d) agrees to join Lessor in anypetition for removal to either and such court and (e) irrevocably designatesand appoints Lessee as its authorized agent to accept and acknowledge on itsbehalf service of process with respect to any disputes arising, directly orindirectly, out of this Guaranty. The undersigned hereby acknowledges andagrees that Lessor may obtain personal jurisdiction and perfect service ofprocess through Lessee as the undersigned agent, or by any other means now orhereafter permitted by applicable law. Nothing above shall limit Lessor’schoice of forum for purposes of enforcing this Guaranty.

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9.         **MISCELLANEOUS**.

(a)       Guarantor further agrees that Lessor may, without notice, assign thisGuaranty in whole or in part. If Lessor disposes of its interest in the Lease, **“Lessor,”** as used in this Guaranty, shallmean Lessor’s successors and assigns. This Guaranty may not be assigned byGuarantor, without Lessor’s prior written consent, which consent shall not beunreasonably withheld, conditioned or delayed, it being agreed that it isunreasonable for Lessor to withhold its consent to such assignment in the eventGuarantor no longer owns a controlling interest in Lessee and the tangible networth (as determined in accordance with generally accepted accountingprinciples (**“GAAP”**)) of theproposed replacement guarantor is not less than the tangible net worth (asdetermined in accordance with GAAP) of Guarantor as of the date of thisGuaranty.

(b)       In the event of any litigation between the parties hereto, the court insuch action shall award to the party in whose favor a judgment is entered areasonable sum as attorneys’ fees and costs, which sum shall be paid by thelosing party.

(c)       Guarantor shall, from time to time within ten (10) days after receipt ofLessor’s request, execute, acknowledge and deliver to Lessor a statementcertifying that this Guaranty is unmodified and in full force and effect (or ifthere have been modifications, that the same is in full force and effect asmodified and stating such modifications). Such certificate may be relied uponby any prospective purchaser, lessor or lender of all or a portion of thePremises and/or Property.

(d)       If any portion of this Guaranty shall be deemed invalid, unenforceableor illegal for any reason, such invalidity, unenforceability or illegalityshall not affect the balance of this Guaranty, which shall remain in full forceand effect to the maximum permitted extent.

(e)       The provisions, covenants and guaranties of this Guaranty shall bebinding upon Guarantor and its heirs, successors, legal representatives andassigns, and shall inure to the benefit of Lessor and its successors and assigns,and shall not be deemed waived or modified unless such waiver or modificationis specifically set forth in writing, executed by Lessor or its successors andassigns, and delivered to Guarantor.

(f)        Whenever the words “include”, “includes”, or “including” are used inthis Guaranty, they shall be deemed to be followed by the words “withoutlimitation”, and, whenever the circumstances or the context requires, thesingular shall be construed as the plural, the masculine shall be construed asthe feminine and/or the neuter and viceversa. This Guarantyshall be interpreted and enforced without the aid of any canon, custom or ruleof law requiring or suggesting construction against the party drafting orcausing the drafting of the provision in question.

(g)       Each of the rights and remedies herein provided are cumulative and notexclusive of any rights or remedies provided by law or in the Lease or thisGuaranty.

(h)       The provisions of this Guaranty shall be governed by and interpreted solelyin accordance with the internal laws of the State of California, without givingeffect to the principles of conflicts oflaw.

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(i)        The execution of this Guaranty prior to execution of the Lease shall notinvalidate this Guaranty or lessen the Obligations of Guarantor hereunder.

(j)        Guarantor shall deliver to Lessor, upon request by Lessor, financialstatements for Guarantor prepared by an independent public accountant in theordinary course of the business and in accordance with customary accountingpractices applicable to business operations similar (in terms of the entity’sdomicile and whether such entity is a privately held or a public company) tothat of Guarantor.

(k)       Guarantor acknowledges that this Guaranty has been fully negotiated atarms’ length between Guarantor and Lessor, and Guarantor has carefully read andreviewed this Guaranty and understands its contents. Guarantor has had theopportunity to review this Guaranty with, and seek the advice of, legal counseland/or other representatives chosen by Guarantor. Guarantor acknowledges thatLessor’s counsel has drafted this Guaranty and, notwithstanding such fact, thisGuaranty shall not be construed against Lessor on account thereof.

[SignaturePage to Follow]

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**IN WITNESS WHEREOF,**Guarantor has executed this Guaranty as of the day and year first abovewritten.

 
|        |   |   | **GUARANTOR:**                                          |
|--------|--------|--------|---------------------------------------------------------|
|   |   |   | ** **                                              |
|   |   |   | **NATIONAL  RV HOLDINGS, INC.,**a Delaware  corporation |
|   |   |   | ** **                                              |
|   |   |   | ** **                                              |
|   |   |   |                                                    | By: | /s/ Thomas J. Martini |
|   |   |   |                                                    | Name: | THOMAS J. MARTINI |
|   |   |   |                                                    | Its: | CFO |
|        |        |        |                                                         |  |  |  |

 

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**Exhibit B**
| **Chemical/Waste**       | ** ** | **Approximate Annual  Quantity Used or Generated** | ** ** | **Storage Containers(s)  (i.e. Drums, Cartons, Totes,  Bags ASTs, USTs etc)** |
|--------------------------|------------|----------------------------------------------------|------------|-------------------------------------------------------------------------------|
| Urethane Paints          |       | 13,200 Gal.                                        |       | 55 gal. drum                                                                  |
| Urethane Based Adhesives |       | 4,500 Gal.                                         |       | 55 gal. drum                                                                  |
| Acetone Based Paints     |       | 2,800 Gal.                                         |       | 55 gal. drum                                                                  |
| Acetone Based Adhesives  |       | 1,200 Gal.                                         |       | 55 gal. drum                                                                  |
| Oil/Lubricants           |       | 600 Gal.                                           |       | 55 gal. drum                                                                  |
| Fiberglass Resins        |       | 78,000 Gal.                                        |       | Totes                                                                         |
| Fiberglass Gel Coats     |       | 16,000 Gal.                                        |       | Totes                                                                         |
| Acetone                  |       | 1,500 Gal.                                         |       | 55 gal. drum                                                                  |
| Lacquer Thinner          |       | 2,000 Gal.                                         |       | 55 gal. drum                                                                  |
| Diesel Fuel              |       | 2,000 Gal.                                         |       | Above Ground  Tank                                                            |
| Unleaded gasoline        |       | 10,000 Gal.                                        |       | Underground Tank                                                              |
| Propane                  |       | 500 Gal                                            |       | Above Ground  Tank                                                            |
| Oxygen                   |       | 110 Cylinders                                      |       | Tanks/Cylinder                                                                |
| Acetylene                |       | 110 Cylinders                                      |       | Tanks/Cylinder                                                                |
| Anti-freeze              |       | 600 Gal.                                           |       | 55 gal. drum                                                                  |
| MEKP                     |       | 600 Gal.                                           |       | 55 gal. drum                                                                  |
| Argon/Carbon Dioxide Mix |       | 110 Cylinders                                      |       | Cylinder                                                                      |

 

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**Exhibit C**

**Deferred Maintenance**

**3411 Perris Blvd, Perris, CA**

 
| **Property Component**                                                                                      | ** ** | **Quantity** | ** ** | **Units** | ** ** | **Cost**  | ** ** | **Year 1** | ** ** | **Year 2** | ** **  |
|------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|-----------|------------|-----------|------------|-----------------|------------|-----------------|-------------|
|                                                                                                             |       |         |       |      |       |      |       |            |       |            |        |
| **Site**                                                                                                         |       |         |       |      |       |      |       |            |       |            |        |
| Replace and restripe  the asphalt pavement at the west visitor/ employee parking area outside the  fenced area.  |       | 35,000       |       | sf        |       | $         | 87,500     |            |       |            | $           | 87,500 |   |
| Patch the remaining  asphalt pavement at various locations as needed throughout the site                         |       | 10,000       |       | sf        |       | $         | 35,000     |            |       |            | $           | 35,000 |   |
| Seal cracks, seal coat,  and restripe the remaining asphalt pavement as needed throughout the site               |       | 200,000      |       | sf        |       | $         | 40,000     |            |       |            | $           | 40,000 |   |
| Rout and seal the  cracks in the concrete pavement as needed throughout the site                                 |       | 1,000        |       | lf        |       | $         | 2,000      |            | $          | 2,000           |        |   |   |
| Add gravel and regrade  the gravel employee parking areas located at the east side of the site                   |       | 140,000      |       | sf        |       | $         | 14,000     |            | $          | 14,000          |        |   |   |
|                                                                                                             |       |         |       |      |       |      |       |            |       |            |        |
| **Structural, Exterior, &  Roofing**                                                                         |       |         |       |      |       |      |       |            |       |            |        |
| Rout and seal cracks in  the slabs-on-grade as needed throughout all three buildings.                            |       | 1,000        |       | lf        |       | $         | 2,000      |            | $          | 2,000           |        |   |   |
| Replace the damaged  corrugated metal wall panels on all the buildings                                           |       | 3,600        |       | sf        |       | $         | 23,400     |            | $          | 11,700          |        | $ | 11,700 |   |
| On all three buildings  there is a damaged roll-up bay door. These doors need to be replaced.                    |       | 3            |       | each      |       | $         | 7,500      |            | $          | 7,500           |        |   |   |
| Proactive roof repairs  need to be conducted on Building 1 (See attached proactive maintenance list)             |       |         |       |      |       |      |       | $               | 22,000     |            |        |   |
| Proactive roof repairs  need to be conducted on Building 2 (See attached proactive maintenance list)             |       |         |       |      |       |      |       | $               | 17,600     |            |        |   |
| Proactive roof repairs  need to be conducted on Building 3 (See attached proactive maintenance list)             |       |         |       |      |       |      |       | $               | 24,800     |            |        |   |
|                                                                                                             |       |         |       |      |       |      |       |            |       |            |        |
| **Fire Protection and Life Safety  / Code Compliance**                                                           |       |         |       |      |       |      |       |            |       |            |        |
| On all the buildings,  install panic hardware at the secondary exit doors.                                       |       | 30           |       | each      |       | $         | 24,000     |            | $          | 24,000          |        |   |   |
|                                                                                                             |       |         |       |      |       |      |       |            |       |            |        |
| **ADA Upgrades**                                                                                                 |       |         |       |      |       |      |       |            |       |            |        |
| Add nine ADA compliant  accessible parking spaces. Three adjacent to Building 1 and six adjacent to  Building 2. |       | 9            |       | each      |       | $         | 1,350      |            |       |            | $           | 1,350 |   |
| Add two van accessible  parking spaces. One adjacent to Building 1 and one adjacent to Building 2.               |       | 2            |       | each      |       | $         | 300        |            |       |            | $           | 300 |   |
| Add accessible TDD pay  phones adjacent to at least one of the pay phones at each of the buildings.              |       | 3            |       | each      |       | $         | 2,850      |            | $          | 2,850           |        |   |   |
| Add or replace standard  drinking fountains with accessible hi-low drinking fountains at each of the  buildings. |       | 3            |       | each      |       | $         | 6,600      |            | $          | 6,600           |        |   |   |
|                                                                                                             |       |         |       |      |       |      |       |            |       |            |        |
| **TOTALS**                                                                                                       |       |         |       |      |       |      |       | $               | 135,050    |            | $           | 175,850 |   |
| Inflation at 3% per  year                                                                                        |       |         |       |      |       |      |       | $               | 135,050    |            | $           | 181,126 |   |
|                                                                                                             |       |         |       |      |       |      |       |            |       |            |        |
|                                                                                                             |       |         |       |      | ** ** | **Total** | ** ** | ** **      | ** ** | **$**           | **316,176** | ** ** |

 

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The proactive maintenance repairs and measuresrecommended for these buildings include the following:

A.                     Acomprehensive inspection of the metal roof panels should be performed. Allloose fasteners should be re-tightened or replaced. All missing fasteners mustbe replaced.

B.                       Allthe metal curbs, large duct vents, roof penetrations with or without flashings,roof hatches, laps/seams of the flat fiberglass skylight panels and domedskylights with repairs, and the surrounding vicinity should be treated andresealed with a metal roof maintenance elastomeric coating system with onelayer of polyester fabric reinforcement. Prior to application of the metal roofmaintenance elastomeric coating, the metal surface must be thoroughly cleaned andproperly prepared. All existing roof cement must be removed from metalsurfaces, and loose elastomeric sealant. The removal of the existing layers ofroof cement or sealant on the backside of the curbs and large duct vents (wherewater is damming) is imperative to possibly provide openings that will allowwater to flow out and around the duct vents and curbs. All cut panel ribs mustbe provided with pre-molded closures and side overlaps. Overlap edges must betreated with polyester fabric embedded and covered with flashing-gradeelastomeric sealant.

C.                       The deflected metal roofpanels should be repaired and pulled back into shape, then overlaid with newmetal roof panels for additional support, if necessary. The edges of the newpanel patches must be fastened and should be sealed with polyester fabricembedded and covered with flashing-grade elastomeric sealant and elastomericcoating.

D.                      Kinked roof panel ribswith rips or fractures should be repaired with polyester fabric embedded andcovered with flashing-grade elastomeric sealant and elastomeric coating.

E.                        A corroded roof panel onBuilding 1 should be replaced.

F.                        Panelend overlap edges and side overlaps that are open, suspect, and/or have beenresealed with roof cement, should be resealed

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with polyester fabric embedded and covered withflashing-grade elastomeric sealant and elastomeric coating.

G.                       Rusting roof panels should be treated with rust-inhibiting primer and coveredwith the recommended elastomeric coating system.

H.                      The top edge of the counterflashing metal along the sidewalls of themain roof section of Building 3 should be resealed with urethane sealant or aself-adhering flashing tape. All loose sections of the counterflashing metalmust be secured with screws through neoprene/steel washers.

I.                           Thesteel angle bars supporting the duct of a swamp cooler on Building 1 should bere-designed and relocated on top of the roof panel ribs to allow water to flow.On Building 2,**the wood sleepersupports of the air conditioning units which are screwed into the roof panelsshould be re-designed and relocated.

J.                          Allopen top edges of pipe flashings should be resealed with elastomeric sealantand properly detailed before the application of the elastomeric coating system.The floodlight fixture on Building 5 that has dropped down into the openingmust be secured.

K.                      Pipe penetrations withoutflashings should be provided with metal roof flashings that have rubbersleeves/boots with aluminum flanged base rings to conform to the roof panelprofile.

L.                        The metal roof flashingsof the heat stacks on Building 3 must be fastened using hex head self-tappingscrews with bonded neoprene and steel washers driven into the aluminum flangedbase ring, spaced 1 inch on center.

M.                   Sheetmetal rain collars should be provided and installed on the heat stacks to coverthe top edge of the flashings. All missing heat vent covers should be replaced.

N.                      Open side laps of ridgeplates should be resealed with polyester fabric embedded and covered withflashing-grade elastomeric sealant and the elastomeric coating system.

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O.                      All screw holes on theroof panels should be sealed with polyester fabric embedded and covered withflashing-grade elastomeric sealant and the elastomeric coating.

P.                        The broken tiles on thefront office roof of Building 1 should be replaced.

Q.                      A general clean-up of allroofs and gutters should be performed to remove all scattered screws andaccumulated dirt, debris, and plant growth.

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