Exhibit 10.2


 





Execution
Version


 


 


Prepared by and Upon


Recording Return to:


 


Chapman and Cutler LLP


320 S. Canal Street, 27 Floor


Chicago, IL 60603


Attn: Phillip Edison


 


Second Amended
and Restated Lease and Remedies Agreement


 


Dated as of March 2, 2022


and effective as of the Restatement Date


 


between


 


Old Saw
Mill Holdings LLC,

as Lessee


 


and


 


BA Leasing
BSC, LLC,

as Lessor


 


 






 


Regeneron 2022 Lease Financing


 


The Rents accruing under this Second Amended and
Restated Lease and Remedies Agreement have been absolutely assigned to Bank of America, N.A., as Administrative Agent for the Participants.
This Second Amended and Restated Lease and Remedies Agreement has been executed in several counterparts. To the extent, if any, that this
Second Amended and Restated Lease and Remedies Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction), no lien on this Second Amended and Restated Lease and Remedies Agreement may be created
through the transfer or possession of any counterpart other than the original counterpart containing the receipt therefor executed by
the Administrative Agent on or following the signature page hereof or as otherwise provided in the Previously Existing Lease (as
defined herein).


 


The names
of Lessee, as the Debtor, and Lessor, as the secured party, the mailing address of the secured party from which information concerning
the security interest may be obtained, the mailing address of the debtor and a statement indicating the types, or describing the items
of collateral are as described herein, in compliance with the requirements of Article 9, Section 9-502 of the Uniform Commercial
Code of the State of New York.


 



    


     


    

 


This counterpart is not the original counterpart.


 



    


     


    

 


Table
of Contents


 


	Section	Heading	 	Page



 


	Article I	Definitions; Effectiveness	2
	 	 	 	 	 
	 	Section 1.1.	 	Definitions; Interpretation	2
	 	 	 	 	 
	Article II	Lease of Leased Property; Term	2
	 	 	 	 	 
	 	Section 2.1.	 	Acceptance and Lease of the Leased Property	2
	 	Section 2.2.	 	Acceptance Procedure	2
	 	Section 2.3.	 	Term	2
	 	Section 2.4.	 	Title	3
	 	 	 	 	 
	Article III	Payment of Rent	3
	 	 	 	 	 
	 	Section 3.1.	 	Rent	3
	 	Section 3.2.	 	Payment of Basic Rent	3
	 	Section 3.3.	 	Supplemental Rent	3
	 	Section 3.4.	 	Method of Payment	4
	 	 	 	 	 
	Article IV	Non-Interference; Right To Inspect	4
	 	 	 	 	 
	 	Section 4.1.	 	Non-Interference	4
	 	Section 4.2.	 	Inspection and Reports	4
	 	 	 	 	 
	Article V	Net Lease, Etc.	6
	 	 	 	 	 
	 	Section 5.1.	 	Net Lease	6
	 	Section 5.2.	 	No Termination or Abatement	6
	 	 	 	 	 
	Article VI	Assignments; Subleases and Delegations	7
	 	 	 	 	 
	Article VII	Lessee Acknowledgments	8
	 	 	 	 	 
	 	Section 7.1.	 	Condition of the Leased Property	8
	 	Section 7.2.	 	Risk of Loss	9
	 	Section 7.3.	 	Certain Duties and Responsibilities of Lessor	9
	 	 	 	 	 
	Article VIII	Possession and Use of The Property, Etc.	10
	 	 	 	 	 
	 	Section 8.1.	 	Possession and Use of the Leased Property	10
	 	Section 8.2.	 	Compliance with Requirements of Law and Insurance Requirements	10
	 	Section 8.3.	 	Tax Abatement Documents	11
	 	Section 8.3.	 	Power of Attorney	11
	 	 	 	 	 
	Article IX	Maintenance and Repair; Reports	11
	 	 	 	 	 
	 	Section 9.1.	 	Maintenance and Repair	11



 



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	 	Section 9.2.	 	Maintenance and Repair Records	12
	 	Section 9.3.	 	Lessor Not Obligated to Maintain or Repair	12
	 	 	 	 	 
	Article X	Modifications, Etc.	12
	 	 	 	 	 
	 	Section 10.1.	 	Improvements and Modifications	12
	 	Section 10.2.	 	Title to Modifications	14
	 	Section 10.3.	 	Permitted Developments	15
	 	 	 	 	 
	Article XI	Covenants with Respect to Liens and Easements	17
	 	 	 	 	 
	 	Section 11.1.	 	Covenants with Respect to Liens	17
	 	Section 11.2.	 	Lessee’s Grants and Releases of Easements; Lessor’s Waivers	18
	 	 	 	 	 
	Article XII	Permitted Contests	19
	 	 	 	 	 
	 	Section 12.1.	 	Permitted Contests in Respect of Applicable Laws	19
	 	 	 	 	 
	Article XIII	Insurance	20
	 	 	 	 	 
	 	Section 13.1.	 	Required Coverages	20
	 	Section 13.2.	 	Insurance Coverage	21
	 	Section 13.3.	 	Delivery of Insurance Certificates	21
	 	Section 13.4.	 	Insurance by Lessor, Administrative Agent or any Participant	21
	 	Section 13.5.	 	Self-Insurance	22
	 	 	 	 	 
	Article XIV	Casualty and Condemnation	22
	 	 	 	 	 
	 	Section 14.1.	 	Casualty and Condemnation	22
	 	Section 14.2.	 	Environmental Matters	24
	 	Section 14.3.	 	Notice of Environmental Matters	24
	 	 	 	 	 
	Article XV	Termination of Lease	25
	 	 	 	 	 
	 	Section 15.1.	 	Termination upon Certain Events	25
	 	Section 15.2.	 	Termination Procedures	26
	 	 	 	 	 
	Article XVI	Events of Default	26
	 	 	 	 	 
	 	Section 16.1.	 	Events of Default	26
	 	Section 16.2.	 	Remedies	30
	 	Section 16.3.	 	Waiver of Certain Rights	33
	 	 	 	 	 
	Article XVII	Lessor’s Right to Cure	33
	 	 	 	 	 
	 	Section 17.1.	 	The Lessor’s Right to Cure the Lessee’s Defaults	33
	 	 	 	 	 
	Article XVIII	Purchase Provisions	34
	 	 	 	 	 
	 	Section 18.1.	 	Early and End of Term Purchase Options	34



 



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	Article XIX	End of Term Options	34
	 	 	 	 	 
	 	Section 19.1.	 	End of Term Options	34
	 	Section 19.2.	 	Election of Options	36
	 	Section 19.3.	 	Renewal Options	36
	 	 	 	 	 
	Article XX	Sale Option	36
	 	 	 	 	 
	 	Section 20.1.	 	Sale Option Procedures	36
	 	Section 20.2.	 	Certain Obligations Continue	40
	 	 	 	 	 
	Article XXI	Procedures Relating to Purchase or Sale Option	41
	 	 	 	 	 
	 	Section 21.1.	 	Provisions Relating to Conveyance of the Leased Property Upon Purchase by the Lessee, Sales or Certain Other Events	41
	 	 	 	 	 
	Article XXII	Acceptance of Surrender	42
	 	 	 	 	 
	 	Section 22.1.	 	Acceptance of Surrender	42
	 	 	 	 	 
	Article XXIII	No Merger of Title	42
	 	 	 	 	 
	 	Section 23.1.	 	No Merger of Title	42
	 	 	 	 	 
	Article XXIV	Intent of The Parties	43
	 	 	 	 	 
	 	Section 24.1.	 	Nature of Transaction	43
	 	Section 24.2.	 	Lessee Grant of Liens and Security Interests	44
	 	Section 24.3.	 	State Specific Provisions	48
	 	Section 24.4.	 	Security Agreement	50
	 	Section 24.5.	 	Mortgage Remedies	51
	 	Section 24.5.	 	Home Depot Parcel	51
	 	 	 	 	 
	Article XXV	Miscellaneous	51
	 	 	 	 	 
	 	Section 25.1.	 	Survival; Severability; Etc.	51
	 	Section 25.2.	 	Amendments and Modifications	52
	 	Section 25.3.	 	No Waiver	52
	 	Section 25.4.	 	Notices	52
	 	Section 25.5.	 	Successors and Assigns	52
	 	Section 25.6.	 	Headings and Table of Contents	52
	 	Section 25.7.	 	Counterparts	52
	 	Section 25.8.	 	Governing Law	52
	 	Section 25.9.	 	Original Executed Counterpart of this Lease	53
	 	Section 25.10.	 	Limitations on Recourse	53
	 	Section 25.11.	 	Transfer of Leased Property	53
	 	Section 25.12.	 	Memorandum of Lease	54
	 	Section 25.13.	 	Further Assurances	54
	 	Section 25.14.	 	Effect of Restatement	55


 



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Exhibits and Schedules


 


	Exhibit A	—	Description of Leased Property
	Exhibit B	—	Form of Memorandum of Lease Amendment
	Exhibit C	—	Form of SNDA
	Schedule A	—	Permitted Development Plans
	Schedule B	—	Permitted Development Areas
	Schedule C	—	Permitted 767 Improvements



 



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Second
Amended and Restated Lease and Remedies Agreement


 


This Second Amended and Restated
Lease and Remedies Agreement dated as of March 2, 2022, and effective as of the Restatement Date (as hereinafter defined) (as amended,
restated, supplemented, or otherwise modified from time to time, this “Lease” or “Mortgage”), between
BA Leasing BSC, LLC, a Delaware limited liability company, having its principal office at
11333 McCormick Road, Mailcode: MD5-032-07-05, Hunt Valley, Maryland 21031, as Lessor (“Lessor”), and Old
Saw Mill Holdings LLC, a New York limited liability company, having its principal
office at 777 Old Saw Mill River Road, Tarrytown, New York 10591, as Lessee (“Lessee”).


 


W i t
n e s s e t h:


 


A.            On
March 3, 2017 (the “Original Closing Date”), the Lessor and Lessee entered into the Lease and Remedies Agreement,
dated as of the Original Closing Date (as amended and restated by that certain Amended and Restated Lease and Remedies Agreement, dated
as of May 2, 2019, and as amended, supplemented or otherwise modified prior to the Restatement Date, the “Previously Existing
Lease”) and the other Operative Documents (as defined in the Previously Existing Lease) pursuant to which the Participants agreed
to provide financing for the Leased Property.


 


B.            On
the Original Closing Date, the Lessor, through the proceeds of the Advance, purchased the Site and the Facility from Seller free and clear
of all Liens other than Permitted Liens and Lessor leased the Leased Property, inclusive of Lessor’s leasehold interest in the Site,
to Lessee pursuant to the Previously Existing Lease.


 


C.             Lessor
and Lessee desire and intend to amend, restate and supersede the Previously Existing Lease in its entirety and to renew the Term (as hereinafter
defined) pursuant to this Lease effective as of the Restatement Date.


 


D.            This
Mortgage is given to Lessor to secure obligations from Lessee under the Operative Documents in the amount of Seven Hundred Twenty Million
Dollars ($720,000,000) plus interest and all other amounts owing under the Operative Documents.


 


E.             It
is the intent of the parties hereto that this Lease (i) shall amend, restate and supersede in its entirety the Previously Existing
Lease and (ii) shall not constitute a novation of the obligations and liabilities of the parties under the Previously Existing Lease
or any other Operative Document).


 


Now,
Therefore, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Previously Existing Lease is hereby amended and restated in its entirety as
follows effective as of the Restatement Date:


 



    


     


    

 


Article I

Definitions; Effectiveness


 


Section 1.1.         Definitions;
Interpretation. As used herein,
 “Restatement Date” means March 3, 2022. For all purposes hereof, the
capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix 1 to that certain Second
Amended and Restated Participation Agreement, dated as of the date hereof and effective as of the Restatement Date (as amended, restated,
supplemented or otherwise modified from time to time, the “Participation Agreement”), among Lessee, Lessor, Bank
of America, N.A., not in its individual capacity except and as expressly stated therein, but solely as Administrative Agent, and
the Participants from time to time party thereto; and the rules of interpretation set forth in Appendix 1 to the Participation
Agreement shall apply to this Lease. All obligations imposed on the “Lessee” in this Lease shall be full recourse liabilities
of Lessee.


 


Article II

Lease of Leased Property; Term


 


Section 2.1.          Acceptance
and Lease of the Leased Property. (a) Lessor, pursuant to the terms of the Operative Documents
as in effect on the Original Closing Date, has purchased the Site and the Facility from Sellers.


 


(b)           Pursuant
to the Previously Existing Lease, Lessor leased all of Lessor’s interest in the Leased Property to Lessee, and Lessee leased, pursuant
to the terms thereof, the Leased Property from Lessor for the Term (as defined in the Previously Existing Lease). Lessor hereby continues
to lease all of Lessor’s interest in the Leased Property to Lessee hereunder, and Lessee hereby continues to lease, pursuant to
the terms hereof, the Leased Property from Lessor for the Term.


 


Section 2.2.          Acceptance
Procedure. Pursuant
to the Previously Existing Lease, Lessor authorized Lessee, as the authorized representative of Lessor, to accept delivery of the Leased
Property upon the Base Term Commencement Date. Lessee agrees that Sellers’ delivery of the Site and the Facility and payment from
the Advance of the Purchase Price constituted, and shall continue to constitute, (i) the irrevocable acceptance by Lessee of the
Leased Property for all purposes of this Lease and the other Operative Documents on the terms set forth herein and therein and (ii) Lessee’s
agreement to lease the Leased Property pursuant to the terms hereof during the Term.


 


Section 2.3.         Term.
Lessor and Lessee acknowledge and agree that the Base Term as defined in and provided for
in the Previously Existing Lease has been and is hereby renewed, effective as of the Restatement Date, for a renewal term (the “First
Renewal Term”) commencing on and including the Restatement Date and ending on, but not including, the fifth (5th) anniversary
of the Restatement Date unless sooner terminated pursuant to the terms of this Lease. Unless sooner terminated pursuant to the terms of
this Lease, the term of this Lease shall include (i) the Base Term (under and as defined in the Previously Existing Lease) expiring
on, but not including, the Restatement Date (the “Base Term”), (ii) the First Renewal Term, and, (ii) if
exercised and approved pursuant to each of the terms and conditions of Section 4.7 of the Participation Agreement and the terms of
this Lease (including Article XIX hereof), one or more additional Lease Renewal Terms (the Base Term, the First Renewal Term and
any additional Lease Renewal Terms being collectively referred to as, the “Term”).


 



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Section 2.4.          Title.
The Leased Property is leased to the Lessee without any representation or warranty, express or implied, by Lessor and subject to the rights
of parties in possession, the existing state of title with respect thereto (including, without limitation, all Liens other than Lessor
Liens) and all Applicable Laws and any violations thereof. The Lessee shall in no event have any recourse against Lessor for any defect
in or exception to title to the Leased Property other than resulting from Lessor Liens attributable to Lessor or a breach by Lessor of
its obligations under Article XXI hereto.


 


Article III

Payment of Rent


 


Section 3.1.         Rent.
(a) During the Term, the Lessee shall pay Basic Rent (i) on each Payment Date, (ii) on the date required under Section 20.1(j) if
the Lessee exercises the Sale Option and (iii) on any date on which this Lease shall terminate or expire with respect to the Leased
Property.


 


(b)           The
Lessee’s inability or failure to take possession of all or any portion of the Leased Property when accepted or deemed accepted hereunder,
whether or not attributable to any act or omission of the Lessee or any act or omission of Lessor, shall not delay or otherwise affect
the Lessee’s obligation to pay Rent in accordance with the terms of this Lease.


 


Section 3.2.          Payment
of Basic Rent. Basic Rent shall be paid absolutely net to Lessor, so that this Lease shall yield
to Lessor the full amount thereof, without setoff, deduction or reduction.


 


Section 3.3.          Supplemental
Rent. The Lessee shall pay to Lessor or the Person entitled thereto any and all Supplemental
Rent promptly as the same shall become due and payable, and if the Lessee fails to pay any Supplemental Rent, Lessor shall have all rights,
powers and remedies provided for herein or by law or equity or otherwise in the case of nonpayment of Basic Rent; provided that
Supplemental Rent (other than Supplemental Rent consisting of any of the Lease Balance, the Sale Option Recourse Amount, the Purchase
Amount, Break Costs and any amounts payable at the Overdue Rate and any amounts payable under Article XIII of the Participation Agreement)
shall not be deemed due and payable by Lessee to the Person entitled thereto unless such amount is not paid within thirty (30) days after
Lessee has received written notice of such Supplemental Rent from the Person entitled thereto. Lessee shall pay to Lessor, as Supplemental
Rent, among other things, on demand, to the extent permitted by Applicable Laws, interest at the applicable Overdue Rate (i) on any
installment of Basic Rent not paid when due for the period for which the same shall be overdue and (ii) on any payment of Supplemental
Rent payable to Lessor or any Indemnitee not paid when due and payable as provided above for the period from the due date until the same
shall be paid. The expiration or other termination of the Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify
the obligations of the Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any
failure on the part of the Lessee to pay and discharge any Supplemental Rent as and when due, the Lessee shall also promptly pay and discharge
any fine, penalty, interest or cost which may be assessed or added under any agreement with a third party for nonpayment or late payment
of such Supplemental Rent, all of which shall also constitute Supplemental Rent.


 



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Section 3.4.         Method
of Payment. Each payment of Rent shall be made by the Lessee to the Administrative Agent prior
to 12:00 noon, New York City time, to the account at the Administrative Agent designated on Schedule III to the Participation Agreement
in funds consisting of lawful currency of the United States of America which shall be immediately available on the scheduled date when
such payment shall be due, unless such scheduled date shall not be a Business Day, in which case such payment shall be made on the next
succeeding Business Day unless the result of such extension would be to carry into another calendar month, in which case such payment
shall be made on the immediately preceding Business Day. Payments received after 12:00 noon, New York City time, on the date due shall
for the purpose of Section 16.1 hereof be deemed received on such day; provided, however, that for the purposes of the second
sentence of Section 3.3 hereof, such payments shall be deemed received on the next succeeding Business Day and subject to interest
at the Overdue Rate as provided in such Section 3.3.


 


Article IV

Non-Interference; Right To Inspect


 


Section 4.1.          Non-Interference.
Subject to Section 2.4 and Section 4.2 herein and subject to Lessor’s cure rights, as provided for in Section 17.1,
Lessor covenants that it will not interfere in Lessee’s use or possession of the Leased Property during the Term, so long as no
Event of Default has occurred and is continuing, it being agreed that Lessee shall not have a right of setoff against Rent payable hereunder
and Lessee’s remedies for breach of the foregoing covenant shall be limited to a claim for damages or the commencement of proceedings
to enjoin such breach or seek specific performance of the covenant, as applicable. Such right is independent of and shall not affect Lessee’s
obligations hereunder and under the other Operative Documents or Lessor’s rights otherwise to initiate legal action to enforce the
obligations of Lessee under this Lease. The foregoing covenant shall not require Lessor to take any action contrary to, or which would
permit Lessee to use the Leased Property for a use not permitted under, the provisions of this Lease.


 


Section 4.2.          Inspection
and Reports. (a) Upon three (3) Business Days prior notice (or one (1) Business
Day prior notice during the existence of an Event of Default) to Lessee and subject to the provisions of Section 15.14 of the Participation
Agreement, Lessor, the Administrative Agent or their respective authorized representatives (collectively, the “Inspecting Parties”)
at any time during the Term may inspect (i) the Leased Property and (ii) the Leased Property Records and make copies and abstracts
therefrom and may discuss the affairs, finances and accounts with respect to the Leased Property with Lessee’s authorized representatives
and Lessee’s independent public accountants (provided that the Lessee is afforded the opportunity to participate in such
discussion). All such inspections shall (w) be subject to the rights of all tenants and other occupants at the Leased Property, (x) be
performed during Lessee’s normal business hours, (y) be subject to Lessee’s customary safety and security provisions
and any reasonable rules of inspection conduct Lessee may establish from time to time, and (z) be at the expense and risk of
the Inspecting Parties, except that if an Event of Default has occurred and is continuing, Lessee shall reimburse on demand the Inspecting
Parties for the reasonable and documented out-of-pocket costs of such inspections. Lessee shall have the right, at its option, to cause
a representative or agent of Lessee to be present at any and all time during each such inspection. No inspection shall unreasonably interfere
with Lessee’s or any tenant’s or occupant’s business or operations or otherwise unreasonably disturb the use or occupancy
of the Leased Property by the Lessee or any tenants or other occupants of the Leased Property. None of the Inspecting Parties shall have
any duty to make any such inspection or inquiry. None of the Inspecting Parties shall incur any liability or obligation by reason of making
any such inspection or inquiry unless and to the extent such Inspecting Party causes damage to the Leased Property or any property of
Lessee or any other Person during the course of such inspection. Notwithstanding anything to the contrary in this Section 4.2, Lessee
will not be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information
or other matter that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of
which disclosure to the applicable Inspecting Party (or any designated representative) is then prohibited by law, rule or regulation
or any agreement binding on the Parent Guarantor, Lessee or any of their respective Subsidiaries or (3) is subject to attorney client
or similar privilege or constitutes attorney work product.


 



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(b)           To
the extent permissible under Applicable Laws, during the Term, Lessee shall prepare and file, or cause to be prepared and filed, in a
timely fashion, or, where Lessor shall be required to file, Lessee shall prepare, or cause to be prepared, and make available to Lessor
within a reasonable time prior to the date for filing and Lessor shall file, any reports with respect to the condition or operation of
the Leased Property that shall be required to be filed with any Governmental Authority pursuant to any Applicable Laws, in each case,
such preparation and filing at Lessee’s cost and expense.


 



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Article V

Net Lease, Etc.


 


Section 5.1.          Net
Lease. This Lease shall constitute a net lease and Lessee’s obligations hereunder, including
the obligation to pay Rent, shall be absolute and unconditional under any and all circumstances, subject to Lessee’s rights to contest
amounts (other than Basic Rent, the Lease Balance, the Sale Option Recourse Amount or the Purchase Amount) owed. Any present or future
law to the contrary notwithstanding, this Lease shall not terminate, nor shall the Lessee be entitled to any abatement, suspension, deferment,
reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of the Lessee hereunder be affected (except
as expressly herein permitted and by performance of the obligations in connection herewith) by reason of: (i) any defect in the condition,
merchantability, design, construction, quality or fitness for use of the Leased Property or any part thereof, or the failure of the Leased
Property or any part thereof to comply with all Applicable Laws, including any inability to use the Leased Property or any part thereof
by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of, Release from, or other
environmental condition with respect to, scrapping or destruction of or any requisition or taking of the Leased Property or any part thereof;
(iii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any part thereof; (iv) any
defect in title to or rights to the Leased Property or any part thereof or any Lien on such title or rights or on the Leased Property
or any part thereof (provided, that the foregoing shall not relieve any Person from its responsibility to remove Lessor Liens attributable
to it); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability
of or by Lessor, Administrative Agent or any Participant; (vi) to the fullest extent permitted by Applicable Laws, any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to Lessee, Lessor, the
Administrative Agent, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of
the Lessee, Lessor, the Administrative Agent, any Participant or any other Person, or by any court, in any such proceeding; (vii) any
claim that the Lessee has or might have against any Person, including without limitation any Participant, vendor, manufacturer, contractor
of or for the Leased Property or any part thereof; (viii) any failure on the part of Lessor, the Administrative Agent or any Participant
to perform or comply with any of the terms of this Lease or any other Operative Document or of any other agreement; (ix) any invalidity
or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee or any provision hereof or any of the other
Operative Documents or any provision of any thereof; (x) the impossibility or illegality of performance by Lessee, Lessor or both;
(xi) any action by any court, administrative agency or other Governmental Authority; (xii) any restriction, prevention or curtailment
of or interference with the use of the Leased Property or any part thereof; (xiii) the failure of Lessee or any of its Subsidiaries
to achieve any accounting or tax benefits; or (xiv) any other cause or circumstances whether similar or dissimilar to the foregoing
and whether or not the Lessee shall have notice or knowledge of any of the foregoing. The Lessee’s agreement in the preceding sentence
shall not affect any claim, action or right the Lessee may have against any Person. The parties intend that the obligations of the Lessee
hereunder shall be covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other
Operative Documents and the obligations of the Lessee shall continue unaffected unless such obligations shall have been modified or terminated
in accordance with an express provision of this Lease.


 


Section 5.2.         No
Termination or Abatement. The
Lessee shall remain obligated under this Lease in accordance with its terms and the terms of the other Operative Documents to which Lessee
or an Affiliate of Lessee is a party and shall not take any action to terminate, rescind or avoid this Lease (except as provided herein
or in the other Operative Documents) to the fullest extent permitted by Applicable Laws, notwithstanding any action for bankruptcy, insolvency,
reorganization, liquidation, dissolution, or other proceeding affecting Lessor, the Administrative Agent or any Participant, or any action
with respect to this Lease which may be taken by any trustee, receiver or liquidator of Lessor, the Administrative Agent or any Participant
or by any court with respect to Lessor, the Administrative Agent or any Participant. The Lessee hereby waives all right to terminate or
surrender this Lease (except as provided herein or in the other Operative Documents) or to avail itself of any abatement, suspension,
deferment, reduction, setoff, counterclaim or defense with respect to any Rent payable to any Participant or the Administrative Agent.
The Lessee shall remain obligated under this Lease in accordance with its terms and the terms of the other Operative Documents to which
Lessee or an Affiliate of Lessee is a party and the Lessee hereby waives any and all rights conferred as of the Restatement Date or thereafter
by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute
or otherwise, the Lessee shall be bound by all of the terms and conditions contained in this Lease.


 



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Article VI

Assignments; Subleases and Delegations


 


Except for assignments and
subleases permitted by this Article VI and Permitted Liens, Lessee may not sublease, assign, mortgage, pledge or otherwise transfer
to any Person, including an Affiliate or Subsidiary of Lessee, at any time, in whole or in part, any of its right, title or interest in,
to or under this Lease, any other Operative Document or any portion of the Leased Property (except a purchase or sale of the Leased Property
as permitted in Articles XVIII and XIX herein), in any case without the prior written consent of Lessor and the Participants and any such
sublease, assignment, mortgage, pledge or transfer made without such consent shall be void. Notwithstanding the foregoing, Lessee may,
without the consent of Lessor, the Administrative Agent or any of the Participants, (A) assign all of its rights in the Operative
Documents to Parent Guarantor or any Domestic Subsidiary of Parent Guarantor (an “Affiliate Transferee”) (subject to
applicable know your customer rules) so long as (i) no Event of Default has occurred and is then continuing or shall occur immediately
after giving effect thereto, (ii) the current Lessee provides a joinder to the Guaranty (in the form attached thereto) of the obligations
of such Affiliate Transferee (if other than the Parent Guarantor) under the Operative Documents, and the Guaranty otherwise remains in
full force and effect (including the representations, warranties and covenants of the Parent Guarantor), and (iii) such Affiliate
Transferee is not subject to any bankruptcy or insolvency proceedings at the time of such assignment, and (B) the Lessee may, so
long as no Event of Default exists and is continuing, enter into subleases with any Person; provided (i) such Person shall
not then be subject to any proceedings for relief under any bankruptcy or insolvency law or laws relating to the relief of debtors; (ii) no
Event of Default shall then exist; (iii) the Guaranty shall remain in full force and effect; (iv) such sublease shall not discharge
or diminish any of Lessee’s obligations to Lessor hereunder or to any other Person under any other Operative Document, it being
understood that Lessee shall remain directly and primarily liable under this Lease with respect to all of the Leased Property; (v) solely
with respect to subleases to any Subsidiary or Affiliate of Lessee, such sublease shall not extend beyond the last day of the Term; (vi) such
sublease entered into after the Original Closing Date shall be made and shall expressly provide that it is subject and subordinate to
this Lease and the rights of Lessor hereunder, provided that, in connection with any such sublease to a Person other than an Affiliate
or Subsidiary of Lessee, and as a condition to the foregoing subordination, the sublessee shall benefit from customary non-disturbance
protections, including that such sublessee not be disturbed in its occupancy of the subleased premises, and Lessor shall, at Lessee’s
sole cost and expense, enter into a subordination, non-disturbance and attornment agreement in form and substance as set forth in Exhibit C
attached hereto or that is otherwise reasonably satisfactory to Lessor and Lessee to confirm the foregoing (it being understood that any
such subordination, non-disturbance and attornment agreement that was in effect immediately prior to the Restatement Date pursuant to
the Previously Existing Lease shall not be required to be re-executed or modified in connection with the restatement of the Previously
Existing Lease on the Restatement Date); (vii) such sublease contains market terms and conditions and permits a use that is consistent
with existing use of the Leased Property; and (viii) any such sublease to any Person who is not either an Affiliate or Subsidiary
of Lessee, when aggregated with all other subleases to Persons who are not either Affiliates or Subsidiaries of Lessee, shall not exceed
thirty percent (30%) of the square footage of the gross leaseable area of the Leased Property; provided, however, that for
purposes of the foregoing threshold, the Home Depot Ground Lease shall not be taken into account.


 



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Lessee shall give Lessor prompt
written notice of any assignment or sublease permitted under this Article VI, and Lessee shall, within fifteen (15) days after
execution of any such assignment or sublease, deliver to the Administrative Agent a fully executed copy of such assignment or sublease
and a certificate regarding compliance with the foregoing conditions. Lessee shall perform, at its sole cost and expense, any and all
obligations with respect to each lease or sublease, as the case may be, for any portion of the Leased Property, whether such lease or
sublease was in effect as of the Original Closing Date, is in effect as of the Restatement Date or is entered into thereafter.


 


Notwithstanding any provision
of this Lease or any of the other Operative Documents to the contrary, Lessee may, without the consent to Lessor, the Administrative Agent
or any of the Participants, amend, restate, modify, supplement, extend, terminate or waive the terms of any sublease subject to the requirements
of this Article VI.


 


Unless an Event of Default
has occurred and is continuing and Lessee receives written notice from Lessor or the Administrative Agent directing Lessee to pay to Administrative
Agent any rents, issues, revenues, profits or other income (including all deposits of money as advanced rent or for security) received
by Lessee under any sublease, Lessee shall have the right to retain, use and enjoy such rents, issues, revenues, profits and other income,
and upon the cure of any such Event of Default, Lessee shall resume the right to receive, retain, use and enjoy such rents, issues, revenues,
profits and other income.


 


Article VII

Lessee Acknowledgments


 


Section 7.1.               Condition
of the Leased Property.
The Lessee acknowledges and agrees that although Lessor will own
and hold record title to the Leased Property, the Lessee, acting as Agent pursuant to the power of attorney granted to the Lessee by Lessor
hereunder, is solely responsible for any alterations or modifications and all activities conducted in connection therewith including the
obtaining of all permits required in accordance with Applicable Law. The Lessee further acknowledges and agrees that it is leasing the
Leased Property “as is” without representation, warranty or covenant (express or implied) by Lessor, the Administrative Agent
or the Participants and in each case subject to (a) the existing state of title (excluding Lessor Liens), (b) the rights of
any parties in possession thereof, (c) any state of facts which an accurate survey or a physical inspection might show and (d) violations
of requirements of Applicable Law with respect to the Leased Property, Lessee or its operations on or with respect to the Leased Property
which may exist on the Restatement Date or thereafter. None of Lessor, the Administrative Agent or the Participants has made or shall
be deemed to have made any representation, warranty or covenant (express or implied except as expressly provided in the Operative Documents)
or shall be deemed to have any liability whatsoever as to the title (other than for Lessor Liens), value, habitability, use, condition
(including environmental condition), design, operation, or fitness for use of the Leased Property (or any part thereof), or any other
representation, warranty or covenant whatsoever, express or implied, with respect to the Leased Property (or any part thereof) and none
of Lessor, the Administrative Agent or any of the Participants shall be liable for any latent, hidden, or patent defect therein (other
than for Lessor Liens) or the failure of the Leased Property, or any part thereof, to comply with any Applicable Laws. All risks incident
to the matters discussed in the preceding sentence, as between Lessor, the Administrative Agent and the Participants, on the one hand,
and Lessee, on the other, are to be borne by Lessee. The provisions of this Section 7.1 have been negotiated, and, except to the
extent otherwise expressly stated (including, without limitation, as expressly provided in Section 15.15 or 15.16 of the Participation
Agreement, as applicable), the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties
by any of Lessor, the Administrative Agent or the Participants, express or implied, with respect to the Leased Property (or any interest
therein), other than the obligation to remove Lessor Liens attributable to it, that may arise pursuant to any law in effect as of the
Restatement Date or thereafter or otherwise.


 



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Section 7.2.         Risk
of Loss. During
the Term, as between Lessee and Lessor, the risk of loss of or decrease in the enjoyment and beneficial use of the Leased Property as
a result of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars, Significant Condemnation or otherwise
is assumed by the Lessee, and, except as otherwise provided in Section XIV herein with respect to the distribution of insurance or
condemnation proceeds to the extent actually received by Lessor, Lessor shall in no event be answerable or accountable therefor.


 


Section 7.3.         Certain
Duties and Responsibilities of Lessor. Lessor undertakes to perform such duties and only such
duties as are specifically set forth herein and in the other Operative Documents, and no implied covenants or obligations shall be read
into this Lease against Lessor, and Lessor agrees that it shall not, nor shall it have a duty to, manage, control, use, sell, maintain,
insure, register, lease, operate, modify, dispose of, alter, improve, investigate, remediate or otherwise deal with the Leased Property
or any other part of the Collateral or its interest in the Operative Documents in any manner whatsoever, except as required by the terms
of the Operative Documents and as otherwise provided herein.


 



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Article VIII

Possession and Use of The Property, Etc.


 


Section 8.1.          Possession
and Use of the Leased Property. Lessee agrees that the Leased Property will be used (i) as
an office, laboratory and research and development (including wet labs, dry labs and specialty labs) campus solely in the conduct of its
business at the Site and the business of the tenants, sublessees and other occupants at the Site, as well as uses appurtenant thereto,
including, without limitation, amenities relating thereto (including cafeteria, restaurant, child care, fitness centers and warehouse
and storage facilities and parking), and for any other lawful purpose and (ii) in a manner consistent with this Lease and the other
Operative Documents and applying standards of use no lower than the standards applied by the Lessee for other substantially similar properties
owned or leased by the Lessee. At all times during the Term, the Leased Property shall remain in the possession and control of Lessee
or its permitted assignees or sublessees. Lessee covenants and agrees that the Leased Property will at all times be used and operated
under and in compliance in all material respects with (1) the terms of any contracts or agreements applicable to the use or operation
of the Leased Property or any portion thereof to which Lessee is a party or by which Lessee is bound, or to the extent contemplated by
the Operative Documents or, as a result of any action or omission of Lessee, to which Lessor is a party or by which Lessor is bound, (2) Applicable
Laws and (3) all applicable Insurance Requirements. The Lessee shall not commit or permit any waste of the Leased Property or any
part thereof. Lessee assumes and agrees to pay all fees, real property taxes and/or other Impositions, charges, costs, assessments, impositions,
utilities and other amounts which relate to or arise during the Term in connection with the foregoing and the purchase, disposition, ownership,
lease or use of any real or personal property, Governmental Actions and other rights, privileges or entitlements required to be paid in
connection with the Leased Property. All such charges imposed with respect to the Leased Property for a billing period during which this
Lease expires or terminates (except when Lessee purchases the Leased Property in accordance with the terms of this Lease, in which case
Lessee shall be solely responsible for all such charges) shall be adjusted and prorated on a daily basis between Lessee and Lessor or
any purchaser of the Leased Property, and each party shall pay or reimburse the other for each party’s pro rata share thereof; provided,
that in no event shall Lessor have any liability therefor. Lessee shall perform all obligations required to be performed by Lessor under
the Tax Abatement Documents. Lessee hereby agrees to perform all obligations of Lessor, including without limitation, the payment of any
pro-rations under the Purchase Agreement from and after the Original Closing Date (excluding, the payment of the Purchase Price). Lessee
shall be entitled to receive any credit or refund received by the Lessor on account of any utility charges paid by Lessee, net of the
costs and expenses reasonably incurred by the Lessor in obtaining such credit or refund, and the amount of such credit or refund shall
be promptly paid over to Lessee.


 


Section 8.2.         Compliance
with Requirements of Law and Insurance Requirements. (a) Subject to the terms of Article XII
relating to permitted contests, the Lessee, at its sole cost and expense, shall (i) comply in all material respects with all Applicable
Laws (including all Environmental Laws) relating to the Leased Property and Insurance Requirements, and (ii) procure, maintain and
comply with in all material respects all licenses, permits, orders, approvals, consents and other authorizations required for the use,
operation, maintenance, repair and restoration of the Leased Property and for the use, operation, maintenance, repair and restoration
of the Facility.


 


(b)           Lessee
shall not, and shall not suffer or permit a tenant under any sublease to, violate any Applicable Laws affecting the Leased Property, including
the Controlled Substances Act, if such violation would result in the occurrence of an Event of Default under Section 16.1(p) below,
including the commencement of any proceedings under the Civil Asset Forfeiture Reform Act to the extent the same would constitute an Event
of Default. Upon obtaining actual knowledge of any conduct contrary to this Section 8.2, Lessee shall promptly take all actions reasonably
expected under the circumstances to terminate any such use of the Leased Property, including: (i) to give timely notice to an appropriate
law enforcement agency of information that led the Lessee to know such conduct had occurred, and (ii) in a timely fashion to revoke
or make a good faith attempt to revoke permission for those engaging in such conduct to use the Leased Property or to take reasonable
actions in consultation with a law enforcement agency to discourage or prevent the illegal use of the Leased Property.


 



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Section 8.3.         Specified
Tax Abatement Documents. The Lessee shall not enter into any Specified Tax Abatement Document
without the prior written consent of the Required Participants if such Specified Tax Abatement Document: (i) impose any obligations
or covenants upon the Participants (including, without limitation, any payment or indemnity obligations), (ii) impair in any material
respect Lessor’s or Administrative Agent’s rights to the Leased Property or access to the Leased Property or (iii) result
in any transfer of title or any interest in the Leased Property or risk of forfeiture of the Leased Property, other than for Permitted
Liens described in clause (m) of such definition.


 


Section 8.4.          Power
of Attorney. During the Term and provided that no Event of Default shall have occurred
and be continuing, and subject to the provisions of Articles VII, IX and X and Section 8.2, and without the requirement of any
further instrument or action of Lessor, Lessor hereby appoints the Lessee as the agent and attorney-in-fact of Lessor for the purpose
of exercising and enforcing, and with full right, power and authority to perform the obligations of Lessor and to exercise and to enforce,
all of the right, title, interest and remedies of the Lessor in, under and to any agreements and arrangements concerning the use, operation,
and repair of the Leased Property, which shall include the power and authority to execute documents relating thereto on behalf of Lessor,
so long as such enforcement does not create, or such instruments do not contain, any liability on the part of the Lessor or require any
indemnification from Lessor. Lessor agrees, to reasonably cooperate with Lessee and, upon Lessee’s request and at the Lessee’s
expense, to execute and deliver and/or to join in the execution of such further instruments as may be necessary to enable the Lessee to
perform Lessor’s obligations under such agreements and arrangements during the Term and to exercise and enforce the rights, remedies
and obligations conferred to or delegated to the Lessee pursuant to this Section. Upon the expiration or termination of this Lease pursuant
to the terms hereof or the express revocation after the occurrence and during the continuance of an Event of Default, the power of attorney
granted to the Lessee under this Section shall automatically terminate. So long as no Event of Default has occurred and is continuing,
any proceeds obtained by the Lessee from the enforcement of the warranties and obligations of any supplier of goods or services in respect
of the Leased Property shall be held by the Lessee and applied from time to time to the repair and maintenance of the Leased Property,
and any balance thereof remaining at the expiration of the Term shall be paid over to the Lessor or as it may direct, subject to Section 5.2
of the Participation Agreement.


 


Article IX

Maintenance and Repair; Reports


 


Section 9.1.          Maintenance
and Repair. Lessee, at its own cost and expense, shall at all times during the Term (a) keep,
repair and maintain the Leased Property in good working order, subject to ordinary wear and tear, and in any event at least as good as
the condition of substantially similar property owned or leased by Lessee (it being acknowledged that certain portions of the Facility
do not meet such standards and the Lessee shall have no obligation to perform any alterations to such areas of the Leased Property in
order to meet such standard); (b) make such repairs to the Leased Property as are necessary (i) to comply in all material respects
with all Applicable Laws, (ii) to comply in all material respects with applicable Insurance Requirements and (iii) to meet the
maintenance and repair standard for similarly sized and situated “Class A” office, laboratory and research and development
campuses (it being acknowledged that certain portions of the Facility do not meet such “Class A” standards and the Lessee
shall have no obligation to perform any alterations to such areas of the Leased Property in order to meet such standard); (c) use
the Leased Property only in accordance with Article VIII; (d) make all necessary or appropriate repairs, replacements, restorations,
renewals and take all other actions with respect to the Leased Property or any part thereof which may be required to keep the Leased Property
in the condition required by the preceding clauses (a) through (c), structural or nonstructural, ordinary or extraordinary, foreseen
or unforeseen; and (e) procure, maintain and comply with all material licenses, permits, orders, approvals, consents and other authorizations
required for the installation, construction and maintenance, use and operation, of the Leased Property.


 



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Section 9.2.         Maintenance
and Repair Records. Lessee shall keep maintenance and repair records in sufficient detail, at
least on the same basis as records are kept for similar properties owned or leased by Lessee, Parent Guarantor or any of its Subsidiaries
to indicate the nature and date of major work done at or to the Leased Property. Such reports shall be kept on file by Lessee at the Site,
and shall be made available to Lessor upon reasonable request. Lessee shall give written notice to Lessor of any Event of Loss promptly
after Lessee has knowledge thereof.


 


Section 9.3.          Lessor
Not Obligated to Maintain or Repair. Lessor shall not under any circumstances be required
to build any improvements on the Leased Property, make any repairs, replacements, Modifications or renewals of any nature or description
to the Leased Property, make any expenditure whatsoever in connection with this Lease (other than with respect to obligations to make
the Advance and Funding as required by the Participation Agreement) or maintain the Leased Property in any way. The Lessee waives any
right it may have as of the Restatement Date or thereafter acquire to (i) require Lessor to maintain, repair, replace, restore, alter,
remove or rebuild all or part of the Leased Property or (ii) make repairs at the expense of Lessor pursuant to, or to bring the Leased
Property in compliance with, any Applicable Laws (including Environmental Laws), contract, agreement, or covenant, condition or restriction
in effect at any time during the Term.


 


Article X

Modifications, Etc.


 


Section 10.1.               Improvements
and Modifications. (a) (i) Lessee, at Lessee’s own cost and expense, shall make
alterations, renovations, improvements, additions and upgrades to the Leased Property or any part thereof and substitutions and replacements
therefor, and/or make changes the use of the Leased Property or any part thereof (collectively, “Modifications”) which
are (A) necessary to repair or maintain the Leased Property in the condition required by Section 9.1; (B) necessary in
order for the Leased Property to be in compliance with Applicable Laws (including Environmental Laws) in all material respects; or (C) necessary
or advisable to restore the Leased Property to substantially the same condition existing prior to a Casualty or Condemnation to the extent
required pursuant to Article XIV (collectively, “Required Modifications”); and (ii) so long as no Event of
Default has occurred and is continuing, Lessee or its subtenants, at Lessee’s or its subtenant’s, as applicable, sole discretion
and cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws
in all material respects and with Section 9.1 and Section 10.1(b) (collectively, “Permitted Modifications”).


 



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(b)           The
making of any Modifications must be in compliance with the following requirements:


 


(i)           No
Modifications shall be undertaken without the prior written consent of the Required Participants, except for the following, each of which
shall be permitted without the consent of the Required Participants: (A) any Required Modifications, (B) any Modification or
series of Modifications with a cost that does not exceed $30,000,000 individually or, when added to the cost of all other Modifications
(other than Required Modifications and Permitted Development Projects) during such calendar year, does not exceed $100,000,000 in the
aggregate for such calendar year (the “Annual Modification Cap”); provided, however, that any Modification that
is in excess of the Annual Modification Cap shall only require the consent of the Required Participants if such Modification has a cost
in excess of $10,000,000, (C) any Permitted Development Projects, (D) the Permitted 767 Improvements and (E) the Loop Road
Bridge Work. Notwithstanding the forgoing, in no event shall any Modification to a structural element be made or undertaken without the
prior written consent of the Lessor. Lessor shall respond to any consent request under this Section within fifteen (15) days of receipt
of such request. The failure of the Lessor to respond shall be deemed a rejection of such consent. As used herein, the term “Loop
Road Bridge Work” means the work and development on the Leased Property to connect the proposed pedestrian bridge to be constructed
by one or more Affiliates of Lessee across Loop Road with certain of the buildings located on the Leased Property.


 


(ii)          No
Modifications shall be undertaken (x) in violation in any material respect of the terms of any restriction (including any environmental
deed restriction), easement, condition, covenant, no further action letter or other similar matter affecting title to or binding on the
Leased Property or (y) until Lessee shall have procured and paid for, so far as the same may be required from time to time, all material
permits and authorizations to such Modifications of all third Persons or Governmental Authorities having jurisdiction. If requested by
Lessee, Lessor, at Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver
any document in connection therewith, whenever such joinder is requested by Lessee and is necessary or advisable as reasonably determined
by Lessee. For the avoidance of doubt, nothing in this Section 10(b)(ii) shall serve to limit or restrict the rights granted
to Lessee pursuant to Section 11.2 hereof.


 


(iii)         All
Modifications shall be prosecuted in a diligent manner, be completed in a good and workmanlike manner and in compliance in all material
respects with all Applicable Laws and applicable Insurance Requirements then in effect.


 


(iv)         All
Modifications shall, when completed, be of such a character as to not give rise to any material Environmental Claim or materially adversely
affect the utility of the Facility. To the extent the consent of the Required Participants is required for a Modification pursuant to
the terms of Section 10.1(b)(i) above, and if requested by the Required Participants, Lessor may obtain a report from a construction
consultant or, at the option of the Required Participants, Lessor may engage an appraiser of nationally recognized standing, at Lessee’s
sole cost and expense, to determine (by appraisal or other methods satisfactory to the Required Participants) the projected Fair Market
Value of such item of the Leased Property as of the completion of the Modifications relating thereto.


 



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(v)           Lessee
shall have made adequate arrangements for payment of the cost of all Modifications when due so that the Leased Property shall at all times
be free of Liens for labor and materials supplied or claimed to have been supplied to the Leased Property, other than Permitted Liens.


 


(vi)          Notwithstanding
anything to the contrary herein, Lessee shall be permitted to remove and/or demolish portions of the Leased Property which are readily
removable and are not required by Applicable Law for Lessee’s operation of the Facility in an aggregate amount not to exceed $20,000,000
over the Term.


 


Section 10.2.                Title
to Modifications. (a) Title to the following described Modifications shall, without further
act, vest in Lessor and shall be deemed to constitute a part of the Leased Property and be subject to this Lease:


 


(i)           Modifications
which are in replacement of or in substitution for a portion of any item of Leased Property;


 


(ii)          Required
Modifications; or


 


(iii)         Modifications
that are Nonseverable.


 


If requested by Lessor in writing, Lessee shall
execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting
of title in and to such Modifications to Lessor.


 


(b)           If
such Modifications are not within any of the categories set forth in clauses (i) through (iii) of Section 10.2(a) (each
Modification outside such indicated categories, an “Improvement”), then title to such Improvements shall vest in Lessee
and such Improvements shall not be deemed to be Modifications which are part of the Leased Property.


 


(c)           Each
Improvement to which Lessee shall have title may be removed at any time by Lessee or its designee so long as (i) removal thereof
shall not (A) result in the violation of any Applicable Laws (including Environmental Laws) or (B) adversely affect the Lessee’s
ability to comply with its obligations under this Lease or any other Operative Document, and (ii) no Event of Default is continuing.
Other than with respect to any Improvement being temporarily removed for the purpose of upgrading such Improvement and any Improvement
being removed and replaced in the ordinary course of Lessee’s business, Lessee agrees to notify Lessor in writing at least ten (10) days
before it removes any such Improvement which had an original cost exceeding $30,000,000 individually or for which the consent of the Required
Participants was required, and Lessee shall at its expense repair any damage to the Leased Property caused by the removal of such Improvement.
Lessor (or the purchaser of the Leased Property) may purchase from Lessee any such Improvement (if not already owned by Lessor) that Lessee
intends to remove from the Leased Property prior to the return of the Leased Property to Lessor or sale of the Leased Property, which
purchase shall be at the Fair Market Value of such Improvement as determined by the Appraiser at the time of such purchase. Title to any
such Improvement shall vest in Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by
Lessee prior to the return of the Leased Property to Lessor or sale of the Leased Property. Modifications, title to which are vested in
Lessor, shall be made available to the Lessee or its designee without cost during the Term and thereafter if the use thereof is necessary
or useful for the operation of the Leased Property.


 



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(d)           Notwithstanding
anything to the contrary herein, the ownership of and title to all trade fixtures, Equipment, Improvements not transferred by Sellers
to the Lessor under the Purchase Agreement, signs and other personal property owned by the Lessee and located on the Leased Property (“Lessee
Property”) shall remain in the Lessee, and the Lessee Property may be removed by the Lessee from time to time and at the expiration
or termination of the Term, so long as removal thereof shall not (A) result in the violation of any Applicable Laws in any material
respect or (B) adversely affect the Lessee’s ability to comply with its obligations under this Lease or any other Operative
Document. Furthermore, the Lessee shall have no obligation to remove the Lessee Property at the expiration or termination of the Term.
In particular, the Lessee may opt to (i) sell, dispose or otherwise remove of any or all of the Lessee Property prior to or upon
the expiration or termination of the Term or (ii) dismantle and abandon any or all of the Lessee Property. In addition, the Lessee
shall have no obligation under this Lease to maintain any of the Lessee Property in its original condition. If the Lessee shall opt not
to remove any or all of the Lessee Property at the expiration or termination of the Term, the Lessee Property shall be deemed abandoned
and shall become the property of Lessor and Lessor agrees to accept such Lessee Property in AS-IS, WHERE-IS condition on the date of expiration
or termination of this Lease. Except as otherwise expressly provided herein, Lessor shall be deemed to have waived any interest, lien
or claim of any nature that Lessor, or its successors, assigns, lenders or agents may have as of the Restatement Date or thereafter obtain
in the Lessee Property whether by operation of law, contract or otherwise.


 


Section 10.3.               Permitted
Developments.  (a) Lessor
hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain undeveloped
portions of the Site (such portions of the Site, the “Undeveloped Areas”). Notwithstanding Section 10.1(b), Lessee
shall be permitted to develop the Undeveloped Areas for uses that are consistent with the use of the Facility permitted hereunder (including,
without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities
relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise
in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or
any of the Participants, so long as the development is permitted under applicable zoning requirements and no Event of Default is continuing
or will occur due to such development. At Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance
and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Undeveloped
Area (any such ground lease for the Undeveloped Area or any portion thereof, a “Development Ground Lease”) and, upon
execution thereof, such Undeveloped Area subject thereto shall no longer be subject to this Lease. The Development Ground Lease for any
Undeveloped Area shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. Lessor and Lessee have
entered into a fully financeable ground lease for the Parcel D Ground Leased Property. The Parcel D Ground Leased Property subject to
the Parcel D Ground Lease is not subject to this Lease. Notwithstanding anything to the contrary herein:


 



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(i)           whenever
the Lessee elects to the purchase the Leased Property, or is otherwise required to purchase the Leased Property, (i) the Lessee shall
correspondingly be required to purchase the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area
subject to any Development Ground Lease then in effect, and (ii) upon Lessor’s or Administrative Agent’s receipt of the
Purchase Amount, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground
Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to Lessee at Lessee’s sole cost and expense,
free and clear of any and all liens caused or created by Lessor; and


 


(ii)          whenever
the Lessee elects to the sell the Leased Property pursuant to its exercise of the Sale Option, (i) the Lessee shall correspondingly
be required to sell on behalf of Lessor the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area
subject to any Development Ground Lease then in effect, and (ii) on the date upon
which such sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, Lessor shall transfer
good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject
to any Development Ground Lease, in each case, to the relevant purchaser pursuant
to the Sale Option at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor.


 


(b)           Lessor
hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain developed
portions of the Site described on Schedule B attached hereto (such portions of the Site, the “Permitted Developed Areas”).
Notwithstanding section 10.1(b), Lessee shall be permitted to develop Permitted Developed Areas for uses that are consistent with the
uses of the Leased Property permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses
appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers
and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws,
and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under
applicable zoning requirements, consistent with the existing use of the Facility and no Event of Default is continuing or will occur due
to such development. So long as the Lessee has paid the Permitted Developed Area Release Payment to the Participants (or to the Administrative
Agent for distribution to the Participants), at Lessee’s request, Lessor shall enter into a fully financeable ground lease (with
nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor
for the Permitted Developed Area and, upon execution thereof, such Permitted Developed Area subject thereto shall no longer be subject
to this Lease. The ground lease shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term.


 



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(c)           Lessor
hereby conditionally assigns to Lessee or its designee the right to receive ground lease rent and any and all condemnation awards under
the Parcel D Ground Lease, under any Development Ground Lease and under any ground lease executed pursuant to 10.3(b) hereof. If
Lessee receives written notice from Lessor or the Administrative Agent, the assignment under this clause (c) shall be (i) suspended
during the continuance of an Event of Default (but shall be reinstated upon the cure of such Event of Default) and (ii) terminated
upon (x) the exercise of any sale or foreclosure remedies by Lessor or Administrative Agent upon the occurrence and during the continuance
of any Event of Default or (y) the termination of this Lease pursuant to Section 16.2. During any such suspension, Lessor is
authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the Lessor. If Lessee
exercises the Sale Option, then the assignment under this clause (c) shall terminate on the date upon which a sale and transfer of
the Leased Property is consummated in accordance with Articles XX and XXI, and, upon such termination, Lessor is authorized to notify
the party paying the ground lease rent that all such ground lease rent shall be payable to the relevant purchaser pursuant to the Sale
Option. To the extent permitted by law for applicable tax purposes, Lessor and Lessee acknowledge and agree that Lessee or its designee,
as applicable, intends to disregard the amount of any ground lease rent received from Lessor pursuant to such assignment for U.S. income
tax purposes.


 


(d)           Lessor
acknowledges (and, by acceptance of any of the benefits of any Security Instrument, Administrative Agent and each Rent Assignee acknowledges)
that (i) the Parcel D REA has been consented to by Lessor, (ii) the Liens of the Security Instruments and the right, interest
and title of Lessor, Administrative Agent and the Rent Assignees in the Leased Property and other Collateral have been, and hereby are,
subordinated to the rights of the Parcel D Ground Lease Lessee to the Leased Property granted pursuant to the Parcel D REA, and (iii) if
Lessor, Administrative Agent or any Rent Assignee exercises any foreclosure, enforcement or other remedy available under any Security
Instrument, none of Lessor, Administrative Agent or any Rent Assignee shall extinguish or otherwise impair the validity of the Parcel
D REA with respect to the Parcel D Ground Lease Lessee’s interest or the Parcel D Ground Lease or any of the covenants running with
the land described therein, which Parcel D REA and Parcel D Ground Lease shall thereafter continue in full force and effect with respect
to the property encumbered by any Security Instrument.


 


Article XI

Covenants with Respect to Liens and Easements


 


Section 11.1.               Covenants
with Respect to Liens. (a) During the Term, Lessee will not directly or indirectly create,
incur, assume or suffer to exist any Lien (other than Permitted Liens) on or with respect to any portion of the Leased Property, Lessor’s
title thereto, or any interest therein. Lessee, at its own expense, will promptly pay, satisfy and otherwise take such actions as may
be necessary to keep the Leased Property free and clear of, and duly to discharge, eliminate or bond in a manner reasonably satisfactory
to Lessor and the Administrative Agent, any such Lien (other than Permitted Liens) if the same shall arise at any time.


 



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(b)           Nothing
contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance
by any contractor, mechanic, laborer, materialman, supplier or vendor of any labor or services or for the furnishing of any materials
for any construction, alteration, addition, repair, restoration or demolition of or to the Leased Property or any part thereof. Notice
is hereby given that none of Lessor, the Administrative Agent or any of the Participants is or shall be liable for any labor, services
or materials furnished or to be furnished to the Lessee, or to anyone holding the Leased Property or any part thereof through or under
the Lessee, and that no mechanic’s or other Liens for any such labor, services or materials shall attach to or affect the interest
of Lessor, the Administrative Agent or any Participant in and to the Leased Property and the other Collateral.


 


Section 11.2.               Lessee’s
Grants and Releases of Easements; Lessor’s Waivers. Following the Base Term Commencement
Date and provided that no Event of Default shall have occurred and be continuing at the time of the applicable action by the Lessee,
and subject to the provisions of Articles VII, IX and X and Section 8.2, and without the requirement of any further instrument
or action of Lessor, Lessor hereby consents in each instance to the following actions by the Lessee in the name and stead of Lessor and
as the true and lawful attorney-in-fact of Lessor with full power and authority to execute documents on behalf of Lessor for the following
purposes, but at the Lessee’s sole cost and expense: (a) the granting of, or entry into agreements in connection with, easements,
licenses, rights-of-way, building and use restrictions and covenants and other rights and privileges in the nature of easements or similar
interests and burdens reasonably necessary or desirable for the use, repair, maintenance, alteration, improvement or protection of the
Leased Property as herein provided; (b) the release of existing easements or other rights in the nature of easements which are for
the benefit of, or burden to, the Leased Property; (c) the execution of amendments to, or waivers or releases of, any easements,
licenses or covenants and restrictions affecting the Site; (d) the exercise of all rights under any redevelopment agreement or document
contemplated thereby affecting the Site and (e) the procurement, continuance, renewal and replacement of all licenses, permits and
other authorizations required under Applicable Law to use, operate, maintain and develop the Leased Property; provided, however,
that in each case (i) such grant, release, dedication, transfer, amendment, agreement or other action does not materially adversely
affect the Fair Market Value, utility, residual value or remaining useful life of the Leased Property, ordinary wear and tear excepted;
(ii) such grant, release, dedication, transfer, amendment, agreement or other action in the Lessee’s judgment is reasonably
necessary in connection with the use, maintenance, alteration, improvement or protection of the Leased Property; (iii) such grant,
release, dedication, transfer, amendment, agreement or other action will not cause the Leased Property or any portion thereof to fail
to comply with the provisions of this Lease or any other Operative Documents or any Applicable Laws (including, without limitation, all
applicable Environmental Laws, zoning, planning, building and subdivision ordinances, any applicable restrictive covenants and any applicable
architectural approval requirements); (iv) all governmental consents or approvals required prior to such grant, release, dedication,
transfer, amendment, agreement or other action have been obtained, and all filings with any Governmental Authorities required prior to
such action have been made; (v) the Lessee shall remain obligated under this Lease and under any instrument executed by the Lessee
consenting to the assignment of Lessor’s interest in this Lease as security for indebtedness, in each such case in accordance with
their terms, as though such grant, release, dedication, transfer, amendment, agreement or other action had not been effected; (vi) during
the Term, the Lessee shall timely pay and perform any obligations of Lessor under such grant, release, dedication, transfer, amendment,
agreement or other action and (vii) with respect to any action described in Section 11.2(a) through Section 11.2(d),
inclusive, no such action described in such sections could reasonably be expected to have a Material Adverse Effect. Without limiting
the effectiveness of the foregoing; provided that no Event of Default shall have occurred and be continuing, Lessor shall, upon
the request of the Lessee, and at the Lessee’s sole cost and expense, execute and deliver any instruments necessary or appropriate
to confirm any such grant, release, dedication, transfer, amendment, agreement or other action to any Person permitted under this Section.
By undertaking any of the acts described in clauses (a) through (e) above, Lessee shall be deemed to have represented and warranted
to each of the Participants that each such grant, release, dedication, transfer, amendment, agreement or other action complies with and
Lessee has satisfied each of the requirements listed in clauses (i) through (vii) in the proviso above.


 



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Article XII

Permitted Contests


 


Section 12.1.               Permitted
Contests in Respect of Applicable Laws. Notwithstanding anything contained herein or in any Operative
Document to the contrary (but subject to the last sentence of this paragraph), if, to the extent and for so long as (x) a test, challenge,
contest, appeal or proceeding for review of (a) any Applicable Laws relating to the Leased Property or any part thereof or the obligation
to comply therewith or (b) any Supplemental Rent payable to any Person other than Lessor, Administrative Agent or any Rent Assignee,
shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee or (y) compliance with such Applicable
Laws shall have been excused or exempted by a valid nonconforming use, variance, permit, waiver, extension or forbearance, during the
Term, Lessee shall not be required to comply with such Applicable Laws or to make such payment but only if and so long as any such test,
challenge, contest, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Lessor
and the Administrative Agent, or, in the case of (A) (B)(2) or (B)(5) below, in the reasonable opinion of any affected
Participant, involve (A) any risk of criminal liability being imposed on Lessor, Administrative Agent or any Participant or (B) any
material risk of (1) the foreclosure, forfeiture or loss of the Leased Property, or any material part thereof, (2) the nonpayment,
reduction or abatement of Rent to Lessor, Administrative Agent or any Rent Assignee, (3) the interruption or cancellation of any
insurance coverage required to be maintained by the Lessee pursuant to Article XIII, (4) any sale of, or the creation of any
Lien (other than a Permitted Lien) on, any material part of the Leased Property (provided, however, nothing herein shall be deemed
to reduce or diminish Lessee’s obligations under Section 11.1), (5) civil liability being imposed on Lessor, the Administrative
Agent or any Participant for which the Lessee is not obligated, or has not otherwise agreed, to fully indemnify such parties under the
Operative Documents, or (6) enjoinment of, or interference with, the use, possession or disposition of the Leased Property in any
material respect. Subject to Article XIII of the Participation Agreement, Lessee shall also have a right to contest and appeal any
Taxes or Impositions.


 


Lessor will not be required
to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Laws requires that such proceedings
be brought by or in the name of Lessor; and in that event Lessor will join in the proceedings or permit them or any part thereof to be
brought in its name if and so long as (i) the Lessee has not elected the Sale Option and (ii) the Lessee agrees in writing to
pay, and pays, all related out-of-pocket expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants,
in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any claim relating thereto (it being
agreed that exceptions and/or limitations to any such indemnity of the type set forth in Article XIII of the Participation Agreement
shall be deemed to be satisfactory to each of the respective Indemnitees).





 



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Article XIII

Insurance


 


Section 13.1.                Required
Coverages. During the Term, Lessee will provide or cause to be provided insurance with respect
to the Leased Property in the following coverages and amounts:


 


(a)           General
Liability Insurance. Combined single limit insurance against claims for third-party bodily injury, including death, and third-party
property damage occurring as a result of the ownership, use, maintenance or operation of the Leased Property in an amount, at least equal
to $1,000,000 per occurrence and $2,000,000 annual aggregate. Such coverage may be subject to deductibles up to an amount that is consistent
with Lessee’s insurance program for similar property owned or leased by Lessee. Any such deductible shall be for the sole account
of Lessee.


 


(b)           Property
Insurance. Insurance against all-risk of physical loss of or damage to the Leased Property or any portion thereof by reason of any
insurable peril in an amount equivalent to the replacement cost of the Leased Property.


 


(c)           Builder’s
Risk. Lessee shall during the construction of any Modifications maintain, for the benefit of the Participants, all risk Builders’
Risk Insurance in an amount at least equal to the replacement value of the Facility or Modifications, as applicable. The Builder’s
risk insurance coverage required herein may be included in Lessee’s property insurance.


 


(d)           Workers’
Compensation and Employers Liability. Lessee shall maintain during the Term of this Lease, including during construction of any Modifications
and the operation of the Leased Property, statutory workers’ compensation insurance in compliance with the Applicable Laws and employer’s
liability insurance in an amount of $1,000,000 bodily injury for each accident, bodily injury for each employee by disease and policy
limit by disease.


 


(e)           Flood
Insurance. Lessee shall, at any time, if any portion of the Site, Facility, any Improvements or Modifications are located in an area
identified by the Federal Emergency Management Agency of the United States of America or other applicable Governmental Authority as having
special flood and mudslide hazards, obtain flood insurance on such portion of the Site, Facility, any Improvements or Modifications, as
applicable.


 


(f)           Excess/Umbrella
Liability. Excess/Umbrella insurance providing coverage in excess of the insurance coverage required in paragraph (a) and the
employer’s liability insurance required in paragraph (d) herein with a limit of $10,000,000 per occurrence and $10,000,000
in the annual aggregate.


 



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Section 13.2.               Insurance
Coverage. The insurance coverage required in Section 13.1 shall be written by reputable
insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance
being provided by such companies. Any insurance company selected by Lessee shall be rated in A.M. Best’s Insurance Guide or
any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder
rating of “A-” (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of
at least “VIII” (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise reasonably
acceptable to the Required Participants. All policies of liability insurance required herein, with the exception of workers compensation,
shall name Lessor, the Administrative Agent and each Participant, as additional insureds and, in the case of property insurance maintained
by Lessee, it shall name the Lessor, as mortgagee and sole loss payee with respect to the Leased Property (but subject to the obligations
of Lessor and Administrative Agent under Section 14.1 of this Lease). Each policy referred to in Section 13.1 shall provide
that: (i) it will not be canceled or its limits reduced, or allowed to lapse without renewal, except after not less than thirty (30) days’
prior written notice to Lessor and Administrative Agent (and after not less than ten (10) days for nonpayment of premium); (ii) the
interests of Lessor, the Administrative Agent and any Participant shall not be invalidated by any act or negligence of or breach of warranty
or representation by Lessee or any other Person having an interest in the Leased Property; (iii) such insurance is primary with respect
to any other insurance carried by or available to Lessor, the Administrative Agent or any Participant; (iv) the insurer shall waive
any right of subrogation against the Participants and Administrative Agent; and (v) any such liability policy shall contain a cross-liability/separation
of insureds clause providing for coverage of Lessor, the Administrative Agent and each Participant, as if separate policies had been issued
to each of them. Lessee will promptly provide Lessor with prior written notice of any policy modification or amendment that will result
in the applicable insurance policy no longer satisfying with the requirements of Section 13.1 hereof.


 


Section 13.3.               Delivery
of Insurance Certificates. On or before the Restatement Date, Lessee shall deliver to Administrative
Agent and Lessor certificates of insurance evidencing the existence of all insurance required to be maintained hereunder and setting forth
the respective coverages, limits of liability, carrier, policy number and period of coverage. Thereafter, throughout the Term, at the
time each of Lessee’s insurance policies is renewed (but in no event less frequently than once each year) or upon written request
by Lessor when an Event of Default exists, Lessee shall deliver to Administrative Agent and Lessor certificates of insurance evidencing
that all insurance required by Sections 13.1 and 13.2 to be maintained by Lessee is in effect.


 


Section 13.4.               Insurance
by Lessor, Administrative Agent or any Participant. Lessor, the Administrative Agent or any Participant
may at its own expense carry insurance with respect to its interest in the Leased Property, and any insurance payments received from policies
maintained by Lessor, the Administrative Agent or any Participant shall be retained by Lessor, the Administrative Agent or such Participant,
as the case may be, without reducing or otherwise affecting Lessee’s obligations hereunder.


 



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Section 13.5.               Self-Insurance.
From and after the Restatement Date, and from time to time thereafter during the Term, and for any length of time, as long as Parent Guarantor
has an Investment Grade Rating, then in lieu of procuring and maintaining any or all of the insurance coverage required pursuant to Section 13.1(b),
Lessee may elect to maintain a self-insurance program; provided that such self-insurance program shall be consistent with Lessee’s
and Parent Guarantor’s insurance program for similar properties of this type and shall be compliant with Lessor’s credit standards.
If Lessee elects to maintain a self-insurance program pursuant to this Section 13.5, then Lessee at Lessor’s written request,
shall provide to Lessor and the Administrative Agent a certificate or other evidence of insurance reasonably satisfactory to Lessor and
the Administrative Agent, setting forth the self-insured coverages. If Lessee’s self-insurance program fails to satisfy the requirements
set forth in this Section 13.5, then Lessee shall provide evidence of the insurance required under Section 13.1(b) hereof
not later than ten (10) Business Days after the occurrence of such failure of Lessee’s self-insurance program.


 


Article XIV

Casualty and Condemnation


 


Section 14.1.               Casualty
and Condemnation. (a) Subject to the provisions of this Article XIV, if all or any
portion of the Leased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice
has been given), Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and Lessee shall control the
negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations)
and, except as otherwise provided in this Section 14.1, and any insurance proceeds payable by an insurer with respect to such Casualty
up to $50,000,000 individually and $100,000,000 in the aggregate per annum shall be paid directly to the Lessee, or if received by Lessor,
the Administrative Agent or the Rent Assignees, shall be paid over to the Lessee and shall be used by Lessee solely for the reconstruction,
restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part
thereof is the subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), then
any award or compensation relating thereto up to $50,000,000 individually and $100,000,000 in the aggregate per annum shall be paid to
the Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Lessor hereby agrees to promptly remit to Administrative
Agent all insurance proceeds received with respect to a Casualty or Condemnation to the extent not required to be paid over to Lessee
under this Section 14.1. Notwithstanding the foregoing, if any Event of Default shall have occurred and be continuing, such award,
compensation or insurance proceeds payable by an insurer shall be paid directly to the Administrative Agent or, if received by the Lessee,
shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by Lessor
or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or Administrative
Agent or turned over to Lessor or Administrative Agent, to the extent not otherwise required to be paid to the Lessee, shall be held
in trust in a segregated account and applied to reimburse the Lessee from time to time during the course of the Lessee’s reconstruction,
restoration and/or repair of the Leased Property and compliance with the provisions of Article IX hereof (or to otherwise make payments
for any costs and expenses thereof as directed by the Lessee); provided, however, in each case after the occurrence and
during the continuance of an Event of Default such proceeds shall at the option of Lessor (at the direction of the Required Participants)
either be (A) paid to the Lessee for the reconstruction, restoration and/or repair of such Leased Property subject to such Casualty
or Condemnation in accordance with this clause (A), or (B) applied to the Lease Balance and any other amounts owed by Lessee under
the Operative Documents in accordance with Article XVI.


 



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(b)           In
the event any part of the Leased Property becomes subject to condemnation or requisition proceedings during the Term, Lessee shall give
notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by Applicable Laws, Lessee shall control
the negotiations with the relevant Governmental Authority unless an Event of Default exists or such condemnation or requisition could
result in a Significant Condemnation in which case Lessor shall be entitled to control such negotiations; provided, that in any
event, Lessor may participate at Lessor’s expense (or, if an Event of Default exists, Lessor may control or participate at Lessee’s
expense) in such negotiations; and provided in all cases, that no settlement will be made without Lessor’s prior written
consent (which consent shall not be unreasonably withheld, conditioned or delayed). Lessee shall give to Lessor such information, and
copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies
required by Article XIII, and are in the possession of Lessee, as are reasonably requested by Lessor. If the proceedings relate to
a Significant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall
diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV.


 


(c)           In
no event shall a Casualty or Condemnation affect the Lessee’s obligations to pay Rent pursuant to Section 3.1 or to perform
its obligations and pay any amounts due on the Expiration Date or pursuant to Articles XVIII and XXI.


 


(d)           If,
pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, and provided
that each of the Administrative Agent and the Participants releases and remits to Lessee all award, compensation or insurance proceeds
held by the Administrative Agent or Lessor, as applicable, the Lessee shall, at its sole cost and expense (and, without limitation, if
any award, compensation or insurance payment is not sufficient to restore the Leased Property in accordance with this clause (d), Lessee
shall pay the shortfall), promptly and diligently repair any damage to the Leased Property caused by such Casualty or Condemnation in
conformity with the requirements of Sections 9.1 and 10.1 so as to restore, to the extent practicable, the Leased Property to at least
substantially the same condition and value, in each case in all material respects, as existed immediately prior to such Casualty or Condemnation
or to another use permitted under Section 8.1; provided that, following completion of such changes and restorations, the value
of the Leased Property is not substantially less than the value of the Leased Property immediately prior to such Casualty or Condemnation.
In such event, title to the Leased Property shall remain with Lessor subject to the terms of this Lease. Upon completion of restorations
with costs in excess of $5,000,000, upon the request of Lessor, the Lessee shall furnish to Lessor a Responsible Officer’s Certificate
confirming that such restoration has been completed pursuant to this Lease. Any proceeds remaining after completion of such restoration
shall be paid to, or retained by, as applicable, the Lessee.


 



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Section 14.2.               Environmental
Matters. During the Term, at Lessee’s sole cost and expense, Lessee shall in a reasonably
prompt and diligent manner undertake or cause to be undertaken any investigation, response, clean up, remedial restoration or other action
necessary to investigate, remove, clean up, remediate or otherwise address any Environmental Violation to the extent required by Applicable
Laws with respect to the Leased Property or at any off-site location impacted by any environmental condition or activities at, on or from
the Leased Property.


 


Section 14.3.               Notice
of Environmental Matters. (a) Lessee shall provide to Lessor written notice of any pending
or threatened (in writing) Environmental Claim, action or proceeding involving any Environmental Violation or any Release on, at, under
or from the Leased Property, from which violation or Release could reasonably be expected to require in excess of $500,000 in remediation
costs, or which could reasonably be expected to result in the imposition of material civil liability or criminal penalties upon Lessor,
the Administrative Agent or any Participant (any such Environmental Violation or Release, a “Material Environmental Violation”),
as promptly as reasonably practicable after becoming aware of such pending or threatened Environmental Claims. All such notices shall
describe in reasonable detail the nature of the Material Environmental Violation, including any Environmental Claims, actions or proceedings
in respect thereof, and Lessee’s proposed response thereto. In addition, Lessee shall provide to Lessor and Administrative Agent,
within ten (10) Business Days of receipt, copies of all material communications with any Governmental Authority relating to any such
Material Environmental Violation. Lessee shall also as promptly as reasonably practicable provide such detailed reports of any such Material
Environmental Violations as may reasonably be requested by Lessor or Administrative Agent.


 


(b)           In
the event that any Material Environmental Violation (x) could reasonably be expected to require remediation costs of $1,000,000 or
more as determined by Lessor acting in its reasonable discretion, or (y) could reasonably be expected to result in the imposition
of material civil liability or criminal penalties upon Lessor, the Administrative Agent or any Participant, of $1,000,000 or more, as
determined by such party acting in its reasonable discretion (such a Material Environmental Violation shall be referred to herein as a
“Specified Material Environmental Violation”), Lessee shall (1) promptly cause a report by an environmental consultant
selected by Lessee and reasonably acceptable to Lessor to be delivered to Lessor, which report shall (i) describe the Specified Material
Environmental Violation and the remedial actions to be taken by Lessee (or its agents) in response to such Specified Material Environmental
Violation (and including the anticipated time period in which such Specified Material Environmental Violation is capable of being remedied
assuming Lessee (or its agents) are diligently performing such remediation), (ii) contain an estimate for all remediation expenses
(including any fines and/or related costs) and the duration of such remedial actions and (iii) contain a statement by such consultant
that such Specified Material Environmental Violation would be remedied in compliance in all material respects with applicable Environmental
Law after the completion of such remedial actions described in such report and (2) provide evidence, reasonably satisfactory to Lessor,
of sufficient financial means to pay for (i) all remediation expenses (including any fines and/or related costs) in the amounts set
forth in such consultant’s report and (ii) all indemnification obligations of Lessee arising under this Lease or any other
Operative Documents (including, without limitation, any legal defense costs of a pending, threatened, and/or anticipated civil or criminal
proceeding), or, if not reasonably satisfactory to Lessor, Lessee shall post collateral in such amount as reasonably determined by the
Lessor. Lessor shall have the right to terminate this Lease due to such Specified Material Environmental Violation, pursuant to the terms
of Article XV hereof, if (x) Lessor reasonably determines that such environmental consultant’s report delivered in connection
with such Specified Material Environmental Violation contains manifest error and based upon such error, Lessor determines that the remedial
actions described in such report would not result in such Specified Material Environmental Violation being remedied (1) in compliance
in all material respects with applicable Environmental Law, (2) for the costs set forth in such consultant’s report or (3) within
the time period set forth in such consultant’s report or (y) the Lessee has failed to provide evidence (or, in the alternative,
the posting of collateral), reasonably satisfactory to Lessor, of sufficient financial means to pay for (i) all remediation expenses
(including any fines and/or related costs) and (ii) all indemnification obligations of Lessee arising under this Lease or any other
Operative Documents (including, without limitation, any legal defense costs of a pending, threatened, and/or anticipated civil or criminal
proceeding), in each case, in such amounts as have been reasonably determined by the Required Participants, after consultation, at Lessee’s
sole cost and expense, with such environmental consultant; provided that, in the case of this subclause (y), only if such failure
continues beyond a period to be agreed after written notification to the Lessee of such amounts so determined by the Required Participants
and, if applicable, that previously delivered evidence is not reasonably satisfactory to Lessor.


 



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(c)           Lessee
shall diligently perform, or cause to be diligently performed, all investigative and remedial actions necessary to cause any Material
Environmental Violation to be remediated in compliance in all material respects with applicable Environmental Law and, upon completion
of remedial action of any Material Environmental Violation by Lessee, Lessee shall cause to be prepared by an environmental consultant
reasonably acceptable to Lessor a report describing the Material Environmental Violation and the actions taken by Lessee (or its agents)
in response to such Material Environmental Violation, and a statement by the consultant that the Material Environmental Violation has
been remedied in compliance in all material respects with applicable Environmental Law.


 


(d)           Each
such Material Environmental Violation shall be remedied prior to the Expiration Date unless all, but not less than all, of the Leased
Property has been purchased by Lessee in accordance with Article XV or Article XVIII. Nothing in this Article XIV shall
reduce or limit Lessee’s obligations elsewhere in this Lease or under the Participation Agreement.


 


Article XV

Termination of Lease


 


Section 15.1.               Termination
upon Certain Events. (a) If an Event of Loss or Specified Significant Environmental Event
occurs during the Term with respect to the Leased Property, then Lessor may elect to terminate this Lease by giving written notice (a
“Termination Notice”) to the Lessee (within sixty (60) days of Lessor obtaining actual knowledge of the Event
of Loss or Specified Significant Environmental Event), with such termination to be effective on the Payment Date specified in Section 15.1(b).
If Lessor fails to elect to terminate this Lease as provided in this Section 15.1(a), Lessor shall be deemed to have elected to require
Lessee to restore, rebuild or remediate the Leased Property pursuant to Section 14.1(d) or Section 14.3, as applicable,
and Lessee shall undertake and diligently pursue such restoration, rebuilding or remediation.


 



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(b)           Following
Lessee’s receipt of the Termination Notice, the Lessee shall be obligated to purchase Lessor’s interest in all, but not less
than all, of the Leased Property on the date occurring ninety (90) days from the date Lessee receives the Termination Notice (or
the next occurring Business Day) by paying an amount equal to the Purchase Amount to the Administrative Agent.


 


Section 15.2.               Termination
Procedures. On the date of the payment by the Lessee of the Purchase Amount in accordance with
Section 15.1(b) (such date, the “Termination Date”), this Lease shall terminate and, concurrent with the
Administrative Agent’s (or, as applicable, Lessor’s) receipt of such payment:


 


(i)           Lessor
and Lessee shall comply with the provisions of Sections 21.1(i) through 21.1(iv); and


 


(ii)           Lessor,
the Administrative Agent and each of the Participants shall convey to the Lessee any net proceeds (that is, after deducting all reasonable
and documented costs and expenses incurred by Lessor, Administrative Agent or any Participant incident to collecting any such proceeds
of the Event of Loss or Specified Significant Environmental Event, including, without limitation, reasonable fees and expenses for counsel,
subject to the limitations set forth in Section 15.17 of the Participation Agreement) with respect to the Event of Loss or Specified
Significant Environmental Event giving rise to the termination of this Lease theretofore received by Lessor, the Administrative Agent
or such Participant, as applicable, or, at the request of the Lessee, to the extent actually received and if acceptable to Lessor in its
sole judgment, Lessor shall apply such amounts against sums due hereunder.


 


Article XVI

Events of Default


 


Section 16.1.               Events
of Default. The occurrence and continuation of any one or more of the following events shall
constitute an “Event of Default”:


 


(a)           the
occurrence of a Payment Default;


 


(b)           the
Lessee shall fail to maintain insurance as required by Section 13.1 and Section 13.2 of this Lease;


 


(c)           (i) the
Lessee shall fail to observe or perform any covenant, condition or agreement applicable to it (or its Subsidiaries, to the extent applicable)
contained in Sections 9.1 of the Participation Agreement (solely with respect to Lessee’s existence) or (ii) any Guarantor
shall fail to observe or perform any covenant, condition or agreement applicable to it (or its Subsidiaries, to the extent applicable)
contained in Sections 8(b)(i) of the Guaranty, 8(c) of the Guaranty (solely with respect to the existence of Lessee, the Parent
Guarantor or any other Guarantor that is also a borrower under the Bank Credit Agreement), 8(h) of the Guaranty or Section 9
of the Guaranty (other than clause (y) of Section 9(b) of the Guaranty);


 



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(d)           any
representation, warranty or statement made or deemed to be made by or on behalf of Lessee or any Guarantor, as applicable, in or in connection
with any Operative Document to which it is a party or in any report, certificate, financial statement or other document furnished pursuant
to or in connection with this Lease or any other Operative Document (including any amendment or modification thereof or waiver thereunder)
shall prove to have been incorrect in any material respect when made or deemed made;


 


(e)           Lessee
or any Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement applicable to it contained in the
Operative Documents (other than those specified in clause (a), (b) or (c) of this Section 16.1) or any other Operative
Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent
or the Lessor to the Lessee; provided, however, that, if such failure is capable of cure but cannot be cured by diligent
efforts within such thirty (30) day period but such diligent efforts shall be properly commenced within such thirty (30) day cure period
and the Lessee or a Guarantor is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period
shall be extended for an additional ninety (90) days, but not to extend beyond the Expiration Date;


 


(f)           Lessee,
any Guarantor or any Material Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness of Lessee, such Guarantor or Material Subsidiary, as applicable, when and as the same shall become
due and payable, which is not cured within any applicable grace period therefor;


 


(g)          any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits,
after the expiration of any applicable grace period, and delivery of any applicable required notice, provided in the applicable agreement
or instrument under which such Indebtedness was created, the holder or holders of such Material Indebtedness or any trustee or agent on
its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) secured Material
Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation
event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited
under the Operative Documents), (ii) any Material Indebtedness that becomes due as a result of a refinancing or replacement thereof
not otherwise prohibited by Section 9(a) of the Guaranty, (iii) any reimbursement obligation in respect of a letter of
credit, bankers acceptance or similar obligation as a result of a drawing thereunder by a beneficiary thereunder in accordance with its
terms, (iv) any such Material Indebtedness that is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds
of the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition of any assets, so long as such
Material Indebtedness that has become due is so prepaid in full with such net proceeds required to be used to prepay such Material Indebtedness
when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect
to such Material Indebtedness, (v) any redemption, repurchase, conversion or settlement with respect to any Permitted Convertible
Notes pursuant to their terms unless such redemption, repurchase, conversion or settlement results from a default thereunder or an event
of the type that constitutes an Event of Default and (vi) any early payment requirement or unwinding or termination with respect
to any Permitted Call Spread Swap Agreement;


 



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(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, examinership, reorganization
or other relief in respect of Lessee, any Guarantor or any Material Subsidiary or any of their debts, or of a substantial part of any
of their assets, under any federal, state or foreign bankruptcy, insolvency, examinership, receivership or similar law in effect as of
the Restatement Date or thereafter or (ii) the appointment of a receiver, trustee, custodian, examiner, sequestrator, conservator
or similar official for Lessee, any Guarantor or any Material Subsidiary or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed, undischarged or unstayed for sixty (60) days or an order or decree approving or
ordering any of the foregoing shall be entered;


 


(i)           Lessee,
any Guarantor or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, examinership, receivership or similar law in
effect as of the Restatement Date or thereafter, (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in Section 16.1(h), (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, examiner, sequestrator, conservator or similar official for Lessee, any Subsidiary or any Material Subsidiary or for
a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting
any of the foregoing;


 


(j)           Lessee,
any Guarantor or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they
become due;


 


(k)          one
or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 (to the extent not paid, fully bonded or covered
by an unaffiliated insurer that has not denied coverage) shall be rendered against Lessee, any Guarantor, any Material Subsidiary or any
combination thereof and the same shall remain unpaid, undischarged, unvacated or undismissed for a period of sixty (60) consecutive days
during which execution shall not be effectively stayed (by reason of pending appeal or otherwise), or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of Lessee, any Guarantor or any Material Subsidiary to enforce any such judgment
and such action shall not have been effectively stayed;


 



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(l)           an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect;


 


(m)         a
Change in Control shall occur;


 


(n)          (i) any
Operative Document to which Lessee or a Guarantor is a party, after execution thereof and for any reason other than as expressly permitted
hereunder or thereunder or in satisfaction in full of the Obligations, ceases to be valid, binding and enforceable against the Lessee
or any Guarantors party thereto in accordance with its terms in all material respects (or Lessee or any Guarantor shall challenge the
enforceability of any Operative Document or shall assert in writing, or engage in any action or inaction based on any such assertion,
that any material provision of any of the Operative Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance
with its terms in any material respect, other than as expressly permitted hereunder or thereunder or in satisfaction in full in cash of
the Obligations then due and payable) or (ii) the security interest and lien securing Lessee’s obligations under the Operative
Documents, in whole or in part, ceases to be a perfected first priority security interest and lien (subject only to Permitted Liens);


 


(o)          any
authorization or approval or other action by any Governmental Authority or regulatory body required for the execution, delivery or performance
of the Participation Agreement or any other Operative Document by Lessee or any Guarantor shall fail to have been obtained or be terminated,
revoked or rescinded or shall otherwise no longer be in full force and effect, to the extent the foregoing could reasonably be expected
to have a Material Adverse Effect; or


 


(p)          a
judicial or nonjudicial forfeiture or seizure proceeding is commenced by a Governmental Authority and remains pending with respect to
the Leased Property, on the grounds that the Leased Property or any part thereof had been used to commit or facilitate the commission
of a criminal offense by any Person, including any tenant, pursuant to any Law, including under the Controlled Substances Act or the Civil
Asset Forfeiture Reform Act, regardless of whether or not the Leased Property or the Consolidated Mortgage shall become subject to forfeiture
or seizure in connection therewith; provided, however, that no Event of Default shall occur under this Section 16.1(p) unless
Lessee fails to have the enforcement action stayed (so long as such stay is not lifted) or resolved within sixty (60) days after the commencement
of such proceedings.


 



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Section 16.2.               Remedies.
Upon the occurrence of any Event of Default and at any time thereafter, Lessor may, so long as such Event of Default is continuing, do
one or more of the following as Lessor in its sole discretion shall determine, without limiting any other right or remedy Lessor may have
on account of such Event of Default, but subject to the rights of the Lessee to purchase the Leased Property pursuant to the terms and
within the time periods as set forth in Section 18.1:


 


(a)          subject
to Lessee’s rights under Section 18.1, Lessor may, by notice to the Lessee, rescind or terminate this Lease as to any or all
of the Leased Property as of the date specified in such notice; provided, however, (i) no reletting or taking of possession
of the Leased Property (or any portion thereof) by Lessor will be construed as an election on Lessor’s part to terminate this Lease
unless a written notice of such intention is given to the Lessee, (ii) notwithstanding any reletting or taking of possession, Lessor
may at any time thereafter elect to terminate this Lease for a continuing Event of Default and (iii) no act or thing done by Lessor
or any of its agents, representatives or employees and no agreement accepting a surrender of the Leased Property shall be valid unless
the same be made in writing and executed by Lessor;


 


(b)          Lessor
may (i) demand that the Lessee, and the Lessee shall upon the written demand of Lessor, return the Leased Property promptly to Lessor
in the manner and condition required by, and otherwise in accordance with all of the provisions of the Participation Agreement and Article IX
and Sections 8.2 and 14.2 hereof, and Lessee shall comply with the requirements of Section 15.2 to the extent requested by Lessor,
as if the Leased Property were being returned at the end of the Term, and Lessor shall not be liable for the reimbursement of the Lessee
for any costs and expenses incurred by the Lessee in connection therewith and (ii) without prejudice to any other remedy which Lessor
may have for possession of the Leased Property, and to the extent and in the manner permitted by Applicable Laws, enter upon the Site
and take immediate possession of (to the exclusion of the Lessee) the Leased Property or any part thereof and expel or remove the Lessee,
by summary proceedings or otherwise, all without liability to the Lessee for or by reason of such entry or taking of possession (provided,
however, Lessor shall remain liable for actual damages caused by its gross negligence or willful misconduct), whether for the restoration
of damage to property caused by such taking or otherwise and, in addition to Lessor’s other damages, the Lessee shall be responsible
for all actual and documented costs and expenses (which costs and expenses shall be reasonable if within the control of Lessor) incurred
by Lessor and the Participants in connection with any reletting, including, without limitation, reasonable brokers’ fees and all
actual costs of any reasonable alterations or repairs made by Lessor that are required to maintain the Leased Property in the condition
required by this Lease;


 


(c)          Lessor
may sell all or any part of the Leased Property at public or private sale, as Lessor may determine, free and clear of any rights of the
Lessee with respect thereto (except to the extent required below if Lessor shall elect to exercise its rights thereunder) in which event
the Lessee’s obligation to pay Basic Rent hereunder for periods commencing after the date of such sale shall be terminated;


 



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(d)          Lessor
may, at its option, (i) elect not to terminate this Lease with respect to the Leased Property and continue to collect all Basic Rent,
Supplemental Rent and all other amounts due Lessor (together with all costs of collection) and enforce the Lessee’s obligations
under this Lease as and when the same become due, or are to be performed, and (ii) upon any abandonment of the Leased Property by
the Lessee, Lessor may, in its sole and absolute discretion, elect not to terminate this Lease and may make the necessary repairs (and
the Lessee shall pay the reasonable costs of such repairs) in order to relet the Leased Property, and relet the Leased Property or any
part thereof (in place, if so elected by Lessor) for such term or terms (which may be for a term extending beyond the Term of this Lease)
and at such rental or rentals and upon such other terms and conditions as Lessor in its reasonable discretion may deem advisable; and
upon each such reletting all rentals actually received by Lessor from such reletting shall be applied to the Lessee’s obligations
hereunder and the other Operative Documents in such order, proportion and priority as Lessor may elect in Lessor’s sole and absolute
discretion. If such rentals received from such reletting during any period are less than the Rent with respect to the Leased Property
to be paid during that period by the Lessee hereunder, the Lessee shall pay any deficiency, as calculated by Lessor, to Lessor on the
next Payment Date;


 


(e)          Lessor
may demand, by written notice to the Lessee, that the Lessee pay to Lessor within ten (10) Business Days after receipt of such notice
an amount equal to the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants
under the Operative Documents (including, but without duplication, accrued and unpaid Rent), then upon Lessor’s receipt of the Lease
Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents
(including, but without duplication, accrued and unpaid Rent), Lessor shall convey the Leased Property, the other Collateral and the Parcel
D Ground Leased Property to the Lessee in accordance with Article XXI. Lessor acknowledges and agrees that upon the declaration of
an Event of Default, to the maximum extent permitted by law, the Lessee waives any right to contest that the payment of the amount described
in the preceding sentence constitutes the correct liquidated recourse sum due upon acceleration of this instrument;


 


(f)           Lessor
may exercise any other right or remedy that may be available to it under Applicable Laws, or proceed by appropriate court action (legal
or equitable) to enforce the terms hereof or to recover damages for the breach hereof. Separate suits may be brought to collect any such
damages for any period(s), and such suits shall not in any manner prejudice Lessor’s right to collect any such damages for any subsequent
period(s), or Lessor may defer any such suit until after the expiration of the Term, in which event such suit shall be deemed not to have
accrued until the expiration of the Term;


 


(g)          Lessor
may retain and apply against the Lease Balance and all other amounts due and owing by the Lessee under the Operative Documents, in accordance
with Section 5.3 of the Participation Agreement, all sums which Lessor would, absent such Event of Default, be required to pay to,
or turn over to, the Lessee pursuant to the terms of this Lease and upon payment in full of the Lease Balance and all such amounts described
above in this clause (g), the Leased Property, other Collateral and Parcel D Ground Leased Property shall be conveyed to Lessee in accordance
with Section 21.1 of this Lease (except to the extent the Leased Property and other Collateral has been sold pursuant to this Section 16.2);


 



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(h)          if
an Event of Default pursuant to Section 16.1(h) or (i) shall have occurred and be continuing with respect to the Lessee
or the Parent Guarantor, Lessor, as a matter of right and with notice to the Lessee, shall have the right to apply to any court having
jurisdiction to appoint a receiver or receivers of the Leased Property, and the Lessee hereby irrevocably consents to any such appointment.
Any such receiver(s) shall have all of the usual powers and duties of receivers in like or similar cases and all of the powers and
duties of Lessor in case of entry onto the Site, and shall continue as such and exercise such powers until the date of confirmation of
the sale of the Leased Property or the other Collateral unless such receivership is sooner terminated; or


 


(i)           upon
the occurrence of the Event of Default described in Section 16.1(h) or (i) with respect to the Lessee or the Parent Guarantor,
whether or not another Event of Default described in one or more other clauses of Section 16.1 shall have been or thereafter is declared,
this Lease shall terminate immediately without notice and Lessee shall immediately pay to the Administrative Agent, on behalf of Lessor,
as and for liquidated damages and without limitation on any other remedies provided for herein, an amount equal to the Lease Balance and
all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents (including,
but without duplication, accrued and unpaid Rent).


 


To the maximum extent permitted
by law, the Lessee hereby waives (x) the benefit of any appraisement, valuation, stay, extension, reinstatement and redemption laws
in force as of the Restatement Date or thereafter and all rights of marshaling in the event of any sale of the Leased Property or the
other Collateral or any interest therein and (y) any rights as of the Restatement Date or in the future conferred by statute or otherwise
which may require Lessor to sell, lease or otherwise use the Leased Property in mitigation of Lessor’s damages or which may otherwise
limit or modify any remedy of damages.


 


Lessor shall be entitled to
enforce payment and the performance of the obligations secured hereby and to exercise all rights and powers under this instrument or under
any of the other Operative Documents or other agreements or any laws in force as of the Restatement Date or thereafter, notwithstanding
some or all of the obligations secured hereby may be otherwise secured as of the Restatement Date or thereafter, whether by mortgage,
security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this instrument nor its enforcement, shall prejudice
or in any manner affect Lessor’s right to realize upon or enforce any other security held by Lessor as of the Restatement Date or
thereafter, it being agreed that Lessor shall be entitled to enforce this instrument and any other security held by Lessor as of the Restatement
Date or thereafter in such order and manner as Lessor may determine in its absolute discretion. No remedy herein conferred upon or reserved
to Lessor is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall
be in addition to every other remedy given hereunder or existing as of the Restatement Date or thereafter at law or in equity or by statute.
Every power or remedy given by any of the Operative Documents to Lessor or to which it may otherwise be entitled, may be exercised, concurrently
or independently, from time to time and as often as may be deemed expedient by Lessor. Without limiting the foregoing, each of the powers,
rights and remedies as set forth or otherwise permitted pursuant to this Article XVI are independent of the provisions of Article XIII
of the Participation Agreement and shall not be affected by any exclusion set forth in Section 13.1(b) of the Participation
Agreement.


 



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The proceeds derived from
any sale of Leased Property and other amounts recovered pursuant to the foregoing remedies after an Event of Default shall be distributed
pursuant to Section 5.3(f) of the Participation Agreement. The amount realized by Lessor upon a sale of the Leased Property
shall be net of Lessor’s sale expenses and other expenses reasonably and customarily incurred by Lessor in connection with Lessor
holding and owning such Leased Property until such time as the Leased Property is sold. The obligations in Section 5.3(f) of
the Participation Agreement shall survive the termination of this Lease.


 


Notwithstanding anything herein
to the contrary, and except for Lessee’s obligation to pay Nonconformance Amounts, there shall not be any personal recourse against
the Lessee (and Lessor shall have recourse only against the Leased Property) pursuant to this Section 16.2 for any amount in excess
of the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative
Documents (including, but without duplication, accrued and unpaid Rent); provided that, in the event Lessee does not pay the Lease
Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants under the Operative Documents
(including, but without duplication, accrued and unpaid Rent) in full, Lessee shall not be entitled to the Leased Property and Lessor
shall be entitled to receive the outstanding Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any,
and/or the Participants under the Operative Documents (including, but without duplication, accrued and unpaid Rent) from the sale, lease
or other disposition of the Leased Property.


 


Section 16.3.               Waiver
of Certain Rights. If
this Lease shall be terminated pursuant to Section 16.2, the Lessee waives, to the fullest extent permitted by law, (a) any
notice of legal proceedings to obtain possession; (b) any right of redemption or repossession; (c) the benefit of any laws in
force as of the Restatement Date or thereafter exempting property from liability for rent or for debt or limiting Lessor with respect
to the election of remedies; and (d) any other rights which might otherwise limit or modify any of Lessor’s rights or remedies
under this Article XVI.


 


Article XVII

Lessor’s Right to Cure


 


Section 17.1.               The
Lessor’s Right to Cure the Lessee’s Defaults. Lessor, without waiving or releasing
any obligation or Event of Default, may (but shall be under no obligation to), upon five (5) Business Days’ prior notice to
the Lessee, remedy any Event of Default for the account and at the sole cost and expense of the Lessee, including the failure by the Lessee
to maintain the insurance required by Article XIII, and may, to the fullest extent permitted by law, and notwithstanding any right
of quiet enjoyment in favor of the Lessee, enter upon the Leased Property and the Site, for such purpose and take all such action thereon
as may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All reasonable out-of-pocket costs and
expenses so incurred by the Lessor (including reasonable and documented fees and expenses of counsel), together with interest thereon
at the Overdue Rate from the date on which such sums or expenses are paid by Lessor, shall be paid by the Lessee to Lessor on demand as
Supplemental Rent.


 



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Article XVIII

Purchase Provisions


 


Section 18.1.               Early
and End of Term Purchase Options. Subject to the conditions contained herein, on (a) (i) any
Business Day during the Term and (ii) on the Expiration Date in accordance with Section 19.1(b); provided that Lessee
has not elected the Sale Option, or (b) any Business Day after the occurrence and during the continuance of an Event of Default (other
than an Insolvency Event), Lessee may, at its option, purchase (or cause a designee to purchase) all, but not less than all, of the Leased
Property, other Collateral and Parcel D Ground Leased Property (the “Early Termination Option”) at a price equal to
the Purchase Amount. Lessee’s right to purchase all of the Leased Property, other Collateral and Parcel D Ground Leased Property
pursuant to this Section 18.1 shall terminate automatically and without notice upon the occurrence of an Event of Default arising
as a result of an Insolvency Event. After the occurrence and during the continuance of any other Event of Default, unless all of the Leased
Property, other Collateral and Parcel D Ground Leased Property has been sold, or is subject to a binding commitment to be sold, in its
entirety pursuant to Section 16.2, Lessee shall be permitted to purchase the Leased Property, other Collateral and Parcel D Ground
Leased Property (or, as applicable, all remaining Leased Property, other Collateral and Parcel D Ground Leased Property not yet sold pursuant
to Section 16.2(c)), so long as Lessee (i) delivers a written Purchase Notice irrevocably electing to exercise the Early Termination
Option not more than thirty (30) days after the occurrence of such Event of Default and (ii) pays the Administrative Agent or Lessor
the Purchase Amount and executes such documents as are necessary to consummate such purchase within ten (10) Business Days after
the date of such Purchase Notice (and, unless an Insolvency Event occurs, Lessor shall not terminate this Lease during such period). In
order to exercise its option to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property pursuant to this Section 18.1
and except as otherwise provided above in connection with an Event of Default, Lessee shall give to Lessor not less than thirty (30) days’
prior written notice of such election to exercise, which election shall be irrevocable when made. If the Lessee exercises its option pursuant
to this Section 18.1, then, upon Administrative Agent’s receipt of all amounts due in connection therewith, Lessor shall transfer
to the Lessee all of Lessor’s right, title and interest in and to the Leased Property, other Collateral and Parcel D Ground Leased
Property in accordance with the procedures set forth in Section 21.1, such transfer to be effective as of the date specified in the
Purchase Notice. Lessor agrees that it shall cooperate with the Lessee in effecting any transfer to a designee of the Lessee pursuant
to this Section 18.1.


 


Article XIX

End of Term Options


 


Section 19.1.               End
of Term Options. At least one hundred eighty (180) days before the Expiration Date of the
Term, but not more than three hundred and sixty-five (365) days prior to the Expiration Date of the Term, Lessee shall, by delivery of
written notice to Lessor and the Administrative Agent, exercise one of the following options:


 


(a)          Request
to renew this Lease with respect to the Leased Property for an additional five-year Lease Renewal Term after the First Renewal Term (the
“Renewal Option”) on the terms and conditions set forth herein and in the other Operative Documents to which Lessee
or an Affiliate of Lessee is a party; provided, however, that the Renewal Option shall be available at the end of the Term
only if the conditions to the Renewal Option set forth herein and in Section 4.7 of the Participation Agreement are satisfied; and
provided, further, that the Renewal Option shall not be exercisable for a total of more than one (1) Lease Renewal
Term after the First Renewal Term;


 



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(b)            Purchase
for an amount in immediately available funds equal to the Purchase Amount all, but not less than all, of the Leased Property, other Collateral
and Parcel D Ground Leased Property on or before the last day of the Term (the “Purchase Option”); and if Lessee shall
have elected to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property, (1) Lessee may (A) assign
its right to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property hereunder to a third party, in which case
such third party shall consummate the purchase of the Leased Property, other Collateral and Parcel D Ground Leased Property on or before
the last day of the Term; provided that, if such third party fails to consummate the purchase of the Leased Property, other Collateral
and Parcel D Ground Leased Property on or before the last day of the Term, Lessee shall consummate the purchase of the Leased Property,
other Collateral and Parcel D Ground Leased Property on the last day of the Term or (B) designate a third party to acquire title
to the Leased Property, other Collateral and Parcel D Ground Leased Property, without assigning Lessee’s rights to purchase the
Leased Property, other Collateral and Parcel D Ground Leased Property hereunder and (2) Lessor shall, upon the payment to Administrative
Agent of the Purchase Amount then due and payable by Lessee under the Operative Documents, transfer all of Lessor’s right, title
and interest in and to the Leased Property, other Collateral and Parcel D Ground Leased Property to Lessee or such other party designated
by Lessee pursuant to Section 21.1; or


 


(c)            Commit
to sell on behalf of Lessor for cash to a single purchaser not in any way affiliated with Lessee or any of its Subsidiaries all, but not
less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property on the last day of the Term (the “Sale
Option”). Lessee’s right to sell the Leased Property, other Collateral and Parcel D Ground Leased Property pursuant to
the Sale Option shall be conditioned upon and subject to the fulfillment by Lessee of each of the terms and conditions applicable to Lessee
set forth in Article XX (unless waived in accordance with the terms set forth therein). In addition, such sale shall be subject to
all subleases with respect to the Leased Property to Persons who are not Affiliates or Subsidiaries of Parent Guarantor, the Home Depot
Ground Lease and the Parcel D Ground Lease. Lessee shall not enter into any additional subleases or renew any subleases (other than on
market terms or otherwise pursuant to express rights therefor under the existing subleases) with respect to the Leased Property following
Lessee’s election of the Sale Option. Following Lessee’s election of the Sale Option, Lessee shall not remove any Modifications
or commence any voluntary Modifications under Section 10.1(a)(ii) (other than Required Modifications) without the consent of
the Required Participants (which consent shall not be unreasonably withheld, conditioned or delayed) unless required to comply with Applicable
Laws or avoid or address an emergency.


 






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Section 19.2.         Election
of Options. Unless
(i) Lessee shall have affirmatively elected the Sale Option within the time period provided for in Section 19.1 and satisfied
each of the requirements in Articles XX and XXI (unless waived in accordance with the terms set forth therein), (ii) Lessee shall
have elected to purchase all, but not less than all, of the Leased Property pursuant to Article XVIII or (iii) Lessee shall
have elected the Renewal Option and a renewal pursuant to such Renewal Option shall have become effective in accordance with Section 4.7
of the Participation Agreement and all other conditions to such renewal set forth in Section 4.7 of the Participation Agreement and
Section 19.3 hereof have been satisfied, Lessee shall be deemed to have elected the Purchase Option. In addition, the Sale Option
shall automatically be revoked if there exists an Event of Default, Significant Environmental Event or an Event of Loss at any time after
the Sale Option is properly elected or the Lessee fails to pay the Sale Option Recourse Amount to the Administrative Agent by not later
than the last day of the Term then in effect (unless this Lease is renewed for an additional Lease Renewal Term after the Restatement
Date in accordance with the terms hereof). In the event of any such automatic revocation of the Sale Option (i) as a result of an
Event of Default, Lessor shall be entitled to exercise all rights and remedies provided in Article XVI (subject to the Lessee’s
rights set forth in Section 18.1), and (ii) as a result of an Event of Loss or Specified Significant Environmental Event, Lessor
shall be entitled to exercise all rights and remedies provided in Article XV. Lessee may not elect the Sale Option or the Renewal
Option if there exists on the date the election is made an Event of Default, Significant Environmental Event or an Event of Loss. Any
election by Lessee of the Purchase Option pursuant to Section 19.1(b) shall be irrevocable at the time made. The election of
the Sale Option shall not limit any remedies of Lessor under Article XVI.


 


Section 19.3.         Renewal
Options. The exercise of any Renewal Option by Lessee shall be subject to satisfaction of the
following conditions:


 


(i)             on
the Expiration Date then in effect no Default or Event of Default shall have occurred and be continuing, and on the date Lessee gives
written notice of its exercise of the Renewal Option, no Default or Event of Default shall have occurred and be continuing;


 


(ii)            Lessee
shall not have exercised the Sale Option or the Purchase Option and


 


(iii)           each
of the other conditions for the Renewal Option set forth in Section 4.7(a) of the Participation Agreement and in Section 19.2(iii) hereof
have been satisfied.


 


Lessee’s exercise of a Renewal Option shall
be deemed to be a representation by Lessee that on both the Expiration Date then in effect and the date Lessee gives notice of its exercise
of the Renewal Option, no Default or Event of Default shall have occurred and be continuing.


 


Article XX

Sale Option


 


Section 20.1.         Sale
Option Procedures. The Lessee’s effective exercise and consummation of the Sale Option
with respect to the Leased Property, other Collateral and Parcel D Ground Leased Property shall be subject to the due and timely fulfillment
of each of the following provisions as to the Leased Property as of the dates set forth below.


 






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(a)            The
Lessee shall have given to Lessor and Administrative Agent written notice of the Lessee’s exercise of the Sale Option in accordance
with Section 19.1.


 


(b)            Prior
to the Expiration Date, Lessee shall furnish to Lessor and the Administrative Agent (who shall promptly distribute the same to the Rent
Assignees) and, if the Leased Property is to be sold on the Expiration Date, the independent purchaser hereunder a reasonably current
Environmental Audit dated no earlier than one hundred twenty (120) days prior to the Expiration Date (or such later date approved in writing
by Lessor) and addressed to the Lessor (or accompanied by a letter from the consultant performing such Environmental Audit which allows
the Lessor to rely on such report). Such Environmental Audit shall be prepared by an environmental consultant selected by Lessee subject
to Lessor’s reasonable approval and shall contain conclusions reasonably satisfactory to the Lessor, the Participants and such purchaser
as to the environmental status of the Leased Property. If any such Environmental Audit indicates any recognized environmental conditions
with respect to the Leased Property not rising to the level of a Significant Environmental Event, Lessee shall take (at Lessee’s
sole cost and expense) such investigative, remedial or other actions as shall be necessary to cure any such recognized environmental condition
to the extent required by Environmental Laws and this Lease, and Lessee shall cause to be delivered (at Lessee’s sole cost and expense)
prior to the Expiration Date for the Leased Property a written statement by such environmental consultant detailing all such actions and
indicating in his or her opinion that, to the extent required by this Lease, all remedial actions indicated in such Environmental Audit
have been undertaken and completed in compliance with Applicable Laws.


 


(c)            No
Event of Default, Significant Environmental Event or Event of Loss shall have occurred and be continuing on or at any time following the
date of Lessee’s notice of exercise of the Sale Option.


 


(d)            Upon
surrender of the Leased Property, (i) the Leased Property shall be in the condition required by Section 9.1, (ii) there
shall be no deferred maintenance in respect of the Leased Property, and (iii) Lessee shall have remediated any Environmental Violation,
and taken all other actions necessary to fully address any outstanding Environmental Claim with respect to the Leased Property, each in
accordance with the terms of this Lease and at Lessee’s sole cost and expense.


 


(e)            The
Lessee shall, as nonexclusive agent for Lessor, use commercially reasonable efforts to obtain the highest cash purchase price for the
Leased Property. The Lessee will be responsible for hiring brokers and making the Leased Property available for inspection by prospective
purchasers. The Lessee shall (i) upon reasonable notice during normal business hours (subject to Lessee’s customary security
and safety measures), upon request, permit inspection of the Leased Property and any Leased Property Records by Lessor, the Administrative
Agent and any potential purchasers; provided that the limitations on inspections and the rights of the Lessee set forth in Section 4.2
shall apply to this Section 20.1, mutatis mutandis, and (ii) otherwise do all things reasonably necessary to sell and
deliver possession of the Leased Property to any purchaser (subject to all subleases with respect to the Leased Property to Persons who
are not Affiliates or Subsidiaries of Parent Guarantor, the Home Depot Ground Lease and the Parcel D Ground Lease).


 






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(f)             The
Lessee shall use commercially reasonable efforts to procure bids from one or more bona fide prospective purchasers to purchase the Leased
Property, which shall include Lessor and its Affiliates. No such purchaser shall be the Lessee or any Subsidiary of the Lessee (except
as set forth in the last paragraph of this Section 20.1).


 


(g)            The
Lessee shall submit all bids to Lessor and the Administrative Agent (who shall promptly distribute the same to the Rent Assignees), and
Lessor will have the right to review the same and to submit any one or more bids. All bids shall be on an all-cash basis unless Lessor
and the Participants shall otherwise agree in their sole discretion. The Lessee shall use commercially reasonable efforts to deliver to
Lessor and the Required Participants not less than ninety (90) days prior to the Expiration Date a binding written unconditional
(except as set forth below), irrevocable offer by such purchaser or purchasers offering the highest all-cash bid to purchase all, but
not less than all, of the Leased Property, other Collateral and Parcel D Ground Leased Property (unless otherwise agreed to by Lessor
and the Required Participants). If Lessor in the exercise of its reasonable judgment believes that the Gross Proceeds to be paid to Lessor
pursuant to clause (l) below from a proposed bid which the Lessee desires to accept is less than the Fair Market Value, then Lessor
shall promptly provide written notice thereof to Lessee and Lessee’s rights hereunder shall be further conditioned upon Lessor’s
receipt of an appraisal demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the Leased Property
as established by such appraisal. In such case then Lessor shall, promptly following the receipt of such notice from Lessor, engage an
appraiser, reasonably satisfactory to Lessor and Lessee, at Lessee’s expense, to determine (by appraisal methods reasonably satisfactory
to Lessor and the Required Participants) the Fair Market Value of the Leased Property as of the Expiration Date. A copy of such appraisal
shall be delivered to Lessor and the Administrative Agent (who shall promptly distribute the same to the Rent Assignees) not later than
five (5) Business Days prior to the Expiration Date. The appraiser will be instructed to assume that the Leased Property is in the
condition required by and has been maintained in accordance with this Lease. Notwithstanding anything contained in this clause (g) to
the contrary, in the event Lessor received a bona fide all cash offer which the Lessee desires to accept from a credit worthy offeror
(which shall include Lessor and any Affiliate thereof) for an amount equal to the Lease Balance and all other amounts owing by Lessee
to the Administrative Agent, if any, and/or the Participants under the Operative Documents (including, but without duplication, accrued
and unpaid Rent) (after deduction of all sales costs, expenses and related taxes), Lessor must sell the Leased Property, other Collateral
and Parcel D Ground Leased Property for such amount to the extent the conditions therefor are satisfied and Lessor shall have no right
to require an appraisal demonstrating that such proposed bid is for an amount at least equal to the Fair Market Value of the Leased Property.


 






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(h)            In
connection with any such sale of the Leased Property, other Collateral and Parcel D Ground Leased Property, the Lessee will provide to
the purchaser all customary “seller’s” indemnities, representations and warranties, customary representations and warranties
regarding title and the absence of Liens (except (i) in the case of the Leased Property and other Collateral, Lessor Liens and Permitted
Liens of the type described in clauses (a) (excluding Liens relating to the interest or rights of Lessee), (b), (c), (f), (g),
(h), (i), (j), (k) or (m) of the definition of “Permitted Liens” and (ii) in the case of the Parcel D Ground
Leased Property, Liens permitted by the Parcel D Ground Lease) and the condition of such Leased Property. The Lessee shall have obtained
or caused to be obtained, at its cost and expense, all required governmental and regulatory consents and approvals and shall have made
all filings as required by Applicable Laws in order to carry out and complete the transfer of the Leased Property, other Collateral and
Parcel D Ground Leased Property. As to Lessor, any such sale shall be made on an “as is, where is, with all faults” basis
without representation or warranty by Lessor, other than the absence of Lessor Liens. Any agreement as to such sale shall be in form and
substance satisfactory to Lessor.


 


(i)             All
costs, Impositions and expenses of or arising from the sale of the Leased Property, other Collateral and Parcel D Ground Leased Property,
incurred by the Participants, Administrative Agent or the Lessee, including the cost of all title searches, surveys, environmental audits,
appraisals, transfer taxes, Lessor’s reasonable attorneys’ fees, the Lessee’s attorneys’ fees, commissions, escrow
fees, recording fees, and all applicable documentary and other transfer and document taxes and Impositions shall be paid out of the sale
proceeds as set forth in Section 5.3 of the Participation Agreement; provided that Lessee shall pay directly any such amounts
incurred by Lessee in excess of amounts Lessor, acting in good faith, deems reasonable.


 


(j)             Whether
or not a sale of the Leased Property, other Collateral and Parcel D Ground Leased Property is completed on the Expiration Date, Lessee
shall pay, or cause to be paid, to Lessor on or prior to the Expiration Date (or, if earlier, the date on which a sale of the Leased Property,
other Collateral and Parcel D Ground Leased Property is consummated), (or in the case of Supplemental Rent, to the Person entitled thereto)
an amount equal to, without duplication, (i) the Sale Option Recourse Amount plus (ii) all accrued and unpaid Rent (including
Supplemental Rent, if any) and all other amounts hereunder which have accrued or will accrue prior to or as of the Expiration Date in
the type of funds specified in Section 3.4 hereof.


 


(k)            The
Lessee shall pay to Lessor on or prior to the Expiration Date the amounts, if any, required to be paid pursuant to Article XIII of
the Participation Agreement.


 


(l)             If
a sale of the Leased Property, other Collateral and Parcel D Ground Leased Property is consummated on or before the Expiration Date, Lessee
shall pay, or cause to be paid, directly to Lessor the gross proceeds (the “Gross Proceeds”) of such sale (i.e.,
without deduction for any marketing, closing or other costs, prorations or commissions); and such Gross Proceeds shall be applied as set
forth in Section 5.3(d) of the Participation Agreement and Section 20.1(i) above.


 






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(m)           The
Lessee shall, to the extent permitted by Applicable Laws, assign, and shall cooperate with all reasonable requests of Lessor or the purchaser
for obtaining any and all licenses, permits, approvals and consents of any Governmental Authorities or other Persons that are or will
be required to be obtained by Lessor or such purchaser in connection with its use, operation, control or maintenance of the Leased Property
and Parcel D Ground Leased Property in compliance with Applicable Laws.


 


If, after the exercise by the Lessee of the Sale
Option, one or more of the foregoing provisions of this Section 20.1 shall not be fulfilled as of the date set forth therein (and,
other than in the case of Section 20.1(c) and any provision required to be fulfilled on the Expiration Date or on the date of
a consummation of a sale, Lessor or the Administrative Agent shall have delivered written notice thereof to the Lessee and any such provision
is not fulfilled within five (5) Business Days of such notice), then Lessor shall declare by written notice to the Lessee the exercise
of the Sale Option to be null and void, in which event all of the Lessee’s rights under this Section 20.1 shall immediately
terminate and the Lessee shall be obligated to purchase the Leased Property, other Collateral and Parcel D Ground Leased Property pursuant
to Section 19.1(b) on the Expiration Date.


 


Except as expressly set forth
herein, the Lessee shall have no right, power or authority to bind Lessor in connection with any proposed sale of the Leased Property,
the other Collateral or Parcel D Ground Leased Property.


 


Notwithstanding anything contained
herein to the contrary, if the Leased Property, other Collateral and Parcel D Ground Leased Property has not been sold to a third party
purchaser by the Expiration Date, then the Lessee shall pay to the Administrative Agent on or before the Expiration Date the Sale Option
Recourse Amount, the Lessee shall have been deemed to have purchased the Leased Property, other Collateral and Parcel D Ground Leased
Property, and Lessor shall transfer title to the Leased Property, other Collateral and Parcel D Ground Leased Property to the Lessee pursuant
to Section 21.1(iv) of this Lease and the Lessee shall accept title to the Leased Property, other Collateral and Parcel D Ground
Leased Property as a result of such deemed purchase. Lessor agrees that it shall cooperate with the Lessee in effecting any transfer to
a designee of the Lessee pursuant to this paragraph.


 


Section 20.2.         Certain
Obligations Continue. During the period following Lessee’s exercise of the Sale Option
and until and including the Expiration Date (or, if earlier, the date on which a sale is consummated), the obligation of the Lessee to
pay Rent with respect to the Leased Property (including the installment of Rent due on the Expiration Date (or, if earlier, the date on
which a sale is consummated)) shall continue undiminished. Lessor shall have the right, but shall be under no duty, to solicit bids, to
inquire into the efforts of the Lessee to obtain bids or otherwise to take action in connection with any such sale, other than as expressly
provided in this Article XX.


 






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Article XXI

Procedures Relating to Purchase or Sale Option


 


Section 21.1.         Provisions
Relating to Conveyance of the Leased Property Upon Purchase by the Lessee, Sales or Certain Other Events.
In connection with any termination of this Lease pursuant to the terms of Article XV, any purchase of all, but not less than all,
of the Leased Property, other Collateral and Parcel D Ground Leased Property in accordance with Article XVIII or in connection with
the Lessee’s obligations under Section 16.2(e) or any other conveyance or purchase of the Leased Property made pursuant
to the terms of this Lease, then, upon the date on which this Lease is to terminate with respect to the Leased Property and upon tender
by the Lessee of the amounts set forth in Article XV, Sections 16.2(e) or Article XVIII as applicable:


 


(i)             Except
in connection with the Sale Option, Lessor shall, at Lessee’s cost and expense, execute and deliver to the Lessee (or to the Lessee’s
designee) a FIRPTA affidavit, a bill of sale and a special warranty deed (in recordable form and otherwise in conformity with local custom)
in respect of Lessor’s interest in the Leased Property, the other Collateral and the Parcel D Ground Leased Property without representation
and warranty except as to the absence of any Lessor Liens attributable to Lessor;


 


(ii)            Except
in connection with the Sale Option, the Leased Property, the other Collateral and the Parcel D Ground Leased Property shall be conveyed
to the Lessee (or to the Lessee’s designee) “As Is, Where Is” and in its
then present physical condition;


 


(iii)           Lessor
shall cause all Lessor Liens to be released and execute and deliver to Lessee (or to the Lessee’s designee) a statement of termination
of this Lease and shall use its best efforts to cause the Administrative Agent to execute and deliver releases of any Liens created by
or pursuant to the Operative Documents attributable to the Administrative Agent, and termination statements for any financing statements
which are then of record naming the Administrative Agent or Lessor as the secured party, all at Lessee’s sole cost and expense;


 


(iv)           If
the Lessee properly exercises the Sale Option, then the Lessee shall, upon a sale thereunder, transfer or cause to be transferred possession
of the Leased Property, other Collateral and Parcel D Ground Leased Property to the purchaser(s) thereof, in each case by surrendering
the same into the possession of Lessor or such purchaser, as the case may be, free and clear of all Liens (except (x) in the case
of the Leased Property and other Collateral, Lessor Liens and Permitted Liens of the type described in clauses (a) (excluding Liens
relating to the interest or rights of Lessee), (b), (c), (f), (g), (h), (i), (j), (k) or (m) of the definition of “Permitted
Liens” and (y) in the case of the Parcel D Ground Leased Property, Liens permitted by the Parcel D Ground Lease), in good condition
(as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance in all material respects with
Applicable Laws and the provisions of this Lease, and the Lessee shall execute and deliver to the purchaser a bill of sale and deed with
respect to its interest in the Leased Property, other Collateral and Parcel D Ground Leased Property, in each case in recordable form
and otherwise in conformity with local custom and Section 20.1(h); the Lessee shall execute and deliver to the purchaser and the
purchaser’s title insurance company an affidavit as to the absence of any Liens (other than (x) in the case of the Leased Property
and other Collateral, Permitted Liens and (y) in the case of the Parcel D Ground Leased Property, Liens permitted by the Parcel D
Ground Lease), and such other affidavits and certificates reasonably requested by any title insurance company insuring title to the Leased
Property or Parcel D Ground Leased Property, as well as a FIRPTA affidavit, and an instrument in recordable form declaring this Lease
to be terminated on the date of closing of the sale of the Leased Property and Lessor shall execute and deliver to purchaser a FIRPTA
affidavit and a special warranty deed in recordable form, without recourse, representation or warranty, except as to the absence of Lessor
Liens. The Lessee shall cooperate reasonably with Lessor and the purchaser of the Leased Property in order to facilitate the purchase
and use by such purchaser of the Leased Property, which cooperation shall include the following, all of which the Lessee shall do on or
before the Expiration Date: providing all Leased Property Records and all know-how, data and technical information relating thereto, providing
a copy of any current plans and specifications with respect to the Leased Property in Lessee’s possession, granting or assigning
(to the extent assignable) all licenses necessary for the operation and maintenance of the Leased Property, and cooperating reasonably
in seeking and obtaining all necessary Governmental Action; provided that, unless otherwise agreed in the purchase agreement governing
the sale of the Leased Property, such cooperation shall be at the expense of the purchaser. The obligations of the Lessee under this paragraph
shall survive the expiration or termination of this Lease.


 






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(v)            The
reasonable costs, expenses and related taxes related to the sale of the Leased Property, other Collateral and Parcel D Ground Leased Property
shall be payable through the proceeds of the sale thereof. Any such amounts incurred by Lessee in excess of what Lessor, acting in good
faith, deems reasonable shall be paid by Lessee.


 


Article XXII

Acceptance of Surrender


 


Section 22.1.         Acceptance
of Surrender. No surrender to Lessor of this Lease or of the Leased Property or of any part of
any thereof or of any interest therein shall be valid or effective unless agreed to and accepted in writing by Lessor and, prior to the
payment or performance of all obligations under the Rent Assignment Agreement and termination of the Commitments, the Rent Assignees,
and no act by Lessor or the Rent Assignees, or any representative or agent of Lessor or the Rent Assignees, other than a written acceptance,
shall constitute an acceptance of any such surrender.


 


Article XXIII

No Merger of Title


 


Section 23.1.         No
Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby
or thereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this
Lease or the leasehold estates created hereby or any interest in this Lease or such leasehold estate, (b) title to the Leased Property
or (c) a beneficial interest in Lessor.


 






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Article XXIV

Intent of The Parties


 


Section 24.1.         Nature
of Transaction. It is the intention of the parties that:


 


(a)            For
all purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and
receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based),
real estate and commercial law and UCC purposes:


 


(i)             the
Overall Transaction constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the
Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee
(and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased
Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent
shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts in respect of the Lease Balance (other
than Basic Rent) shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property
pursuant to the terms hereof and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal
title to the Leased Property shall automatically vest in the Lessee; and


 


(ii)            in
order to secure the secured lending obligations of Lessee now existing or hereafter arising under this Lease or any of the other Operative
Documents, this Lease, together with the other Security Instruments, creates a first priority (subject to Permitted Liens) security interest
in or a lien on the Site, the Leased Property and the other Collateral in favor of the Lessor or Administrative Agent, as applicable,
and for the benefit of the Participants to secure Lessee’s payment and performance of the Obligations.


 


Nevertheless, each
of the parties hereto acknowledges and agrees that none of Lessee, Lessor, the Administrative Agent, any Participant or the Arranger have
made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect
of the Overall Transaction and that such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative
Documents and the Overall Transaction as such party deems appropriate.


 






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(b)            Specifically,
but without limiting the generality of subsection (b) of this Section 24.1, Lessor and the Lessee further intend and agree
that for the purpose of securing the Lessee’s obligations for the repayment or performance of the Obligations, (i) this Lease
shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the UCC; (ii) the
conveyance provided for hereby shall be deemed to be a grant by the Lessee to Lessor, for the benefit of the Participants, of a Lien on
and security interest in all of the Lessee’s present and future right, title and interest in and to the Site, the Leased Property
and the other Collateral, including but not limited to the Lessee’s leasehold estate therein and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments,
securities or other property to secure all advances made by the Participants pursuant to the Operative Documents and the other Obligations,
effective on the Restatement Date, to have and to hold such interests in the Site, the Leased Property and the other Collateral unto Lessor,
for the benefit of the Participants; (iii) the possession by Lessor of notes and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting
the security interest pursuant to Section 9-313 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed to have been
given for the purpose of perfecting such security interest under Applicable Laws. Lessor and the Lessee shall, to the extent consistent
with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds
of trust as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Site, the Leased Property
and the other Collateral in accordance with this Section, such security interest would be deemed to be a perfected security interest in
the Site, the Leased Property and the other Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws
and will be maintained as such throughout the Term.


 


Section 24.2.         Lessee
Grant of Liens and Security Interests. (a) For the purposes of the creation and enforcement
of this Lease as a mortgage and security agreement, the Lessee hereby grants, bargains, sells,
warrants, conveys, aliens, remises, releases, assigns, sets over and confirms a security interest in the Site, the Leased Property
and the other Collateral (consisting of a mortgage with respect to the Site and the Leased Property) all with
power of sale to the Lessor and its successors and permitted assigns to secure all advances made by the Participants pursuant to
the Operative Documents and the other Obligations.


 






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(b)            Specifically,
but without limiting the foregoing or the generality of Section 24.1, Lessee hereby grants, bargains, sells, warrants, conveys, aliens,
remises, releases, assigns, sets over and confirms to the Lessor and its successors and permitted assigns, all of Lessee’s right,
title, and interest in and to the following (collectively, the “Security Property”): (i) the Site, the Leased
Property and Appurtenant Rights relating thereto and all proceeds, both cash and noncash thereof; (ii) all easements, rights-of-way,
strips and gores of Site, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, minerals, flowers,
shrubs, crops, trees, timber and other emblements now or hereafter located on the Site or under or above the same or any part or parcel
thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever,
in any way belonging, relating or appertaining to the Leased Property or any part thereof, or which hereafter shall in any way belong,
relate or be appurtenant thereto, whether now owned or hereafter acquired by Lessee; (iii) all right, title and interest of Lessee
in all Goods (as such term is defined in the UCC (as defined below)) which are or are to become fixtures (as such term is defined in the
UCC (as defined below)) located on the real property described in Exhibit A hereto or now, heretofore or hereafter acquired with
any proceeds of the Obligations and now, heretofore or hereafter (A) arising out of or related to the ownership of the Leased Property,
(B) located in, on or about the Leased Property, or (C) used or intended to be used with or in connection with the use, operation
or enjoyment of the Leased Property; (iv) all right, title and interest of Lessee in any and all leases, rental agreements and arrangements
of any sort now or hereafter affecting the Leased Property or any portion thereof and providing for or resulting in the payment of money
to Lessee for the use of the Leased Property or any portion thereof, whether the user enjoys the Leased Property or any portion thereof
as tenant for years, licensee, tenant at sufferance or otherwise, and irrespective of whether such leases, rental agreements and arrangements
be oral or written, and including any and all extensions, renewals and modifications thereof (the “Subject Leases”)
and guaranties of the performance or obligations of any tenants or lessees thereunder, together with all income, rents, issues, profits
and revenues from the Subject Leases (including all tenant security deposits and all other tenant deposits, whether held by Lessee or
in a trust account, and all other deposits and escrow funds relating to any Subject Leases), and all the estate, right, title, interest,
property, possession, claim and demand whatsoever at law, as well as in equity, of Lessee of, in and to the same; provided, however,
that although this Lease contains (and it is hereby agreed that this Lease contains) a present, current, unconditional and absolute assignment
of all of said income, rents, issues, profits and revenues, Lessee shall collect and enjoy such rental payments and revenues as except
as expressly provided otherwise in this Lease and the other Operative Documents; (v) all right, title and interest of Lessee in,
to and under all franchise agreements, management contracts, consents, authorizations, certificates and other rights of every kind and
character of any Governmental Authority affecting the Leased Property, to the extent the same are transferable, service contracts, utility
contracts, leases of equipment, documents and agreements relating to the construction of any Modifications (including any and all construction
contracts, architectural contracts, engineering contracts, designs, plans, specifications, drawings, surveys, tests, reports, bonds and
governmental approvals) and all other contracts, licenses and permits now or hereafter affecting the Leased Property or any part thereof
and all guaranties and warranties with respect to any of the foregoing (the “Subject Contracts”); (vi) all of
the right, power and authority of Lessee to alter, modify or change the terms, conditions and provisions of any Subject Lease or Subject
Contract, to consent to any request made by a party pursuant thereto, or to surrender, cancel or terminate the same or to accept any surrender,
cancellation or termination of the same, together with all of the options, rights, powers and privileges of Lessee under any Subject Lease
or Subject Contract, whether heretofore or hereafter existing; (vii) all present and future right, title and interest of Lessee in
and to (1) all refunds, tax abatement agreements, rebates, reserves, deferred payments, deposits, cost savings, awards and payments
of any kind due from or payable by (a) any Governmental Authority, or (b) any insurance or utility company, in each case under
clause (a) or (b) above in respect of the Site and the other Leased Property and, in the case of any insurance policy of the
Lessee, to the extent such insurance policy is required to be maintained under the Operative Documents, and (2) all refunds, rebates
and payments of any kind due from or payable by any Governmental Authority for any taxes, assessments, or governmental or quasi-governmental
charges or levies imposed upon Lessee in respect of the Site and other Leased Property; (viii) all right, title and interest of Lessee
in any insurance policies or binders now or hereafter relating to the Leased Property and required to be maintained under the Operative
Documents, including any unearned premiums thereon, as further provided in this Lease; (ix) all right, title and interest of Lessee
in any and all awards, payments, proceeds and the right to receive the same, either before or after any foreclosure hereunder, as a result
of any temporary or permanent injury or damage to, taking of or decrease in the value of the Leased Property by reason of casualty, any
exercise of the right of eminent domain or deed in lieu thereof, condemnation or otherwise as further provided in this Lease; (x) all
right, title and interest of Lessee in all utility, escrow and all other deposits (and all letters of credit, certificates of deposit,
negotiable instruments and other rights and evidence of rights to cash) now or hereafter relating to the Leased Property or the purchase,
construction or operation thereof; (xi) all claims and causes of action arising from or otherwise related to any of the foregoing,
and all rights and judgments related to any legal actions in connection with such claims or causes of action; (xii) all of right,
title and interest of Lessee in and to the other Collateral; and (xiii) all Modifications, extensions, additions, improvements, betterments,
renewals and replacements, substitutions, or proceeds of any of the foregoing, all of which foregoing items are hereby declared and shall
be deemed to be a portion of the security for the indebtedness and Obligations herein described, a portion of the above described collateral
being located upon the Site.


 






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Notwithstanding anything to
the contrary in this Article XXIV, (a) unless (i) an Event of Default (other than as set forth in Section 16.1(h) or
(i) with respect to the Lessee or the Parent Guarantor) has occurred and is continuing and Lessee receives written notice from Lessor
or the Administrative Agent directing Lessee to pay to the Administrative Agent any rents, payments, issues, revenues, profits or other
income (including any rents or other amounts payable under any other sublease and all deposits of money as advanced rent or for security)
received by Lessee relating to the Leased Property or (ii) an Event of Default set forth in Section 16.1(h) or (i) has
occurred with respect to the Lessee or the Parent Guarantor, Lessee shall have the right to retain, use and enjoy such rents, payments,
issues, revenues, profits and other income and (b) Security Property shall not include any Excluded Property (other than goods owned
by the Lessee that are or are to become fixtures located on the real property described in Exhibit A).


 


Without limiting the generality
of the foregoing, Lessor and the Lessee shall take such actions and execute, deliver, file and record such other documents and financing
statements as may be necessary to ensure that, if this Lease was deemed to create a security interest in the Leased Property in accordance
with this Section, such security interest would be deemed to be a perfected first priority security interest (subject only to Permitted
Liens) and will be maintained as such throughout the Term. Lessee hereby authorizes Lessor and the Administrative Agent to file any and
all financing statements covering the Security Property or any part thereof that Lessor or the Required Participants may require. Certain
of the personal property covered by this Lease is or will become fixtures on the real property which is a part of the Security Property,
and this Lease (or a memorandum thereof) upon being filed for record in the real estate records of the county wherein such fixtures are
situated shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of the UCC
upon such of the property which are or may become fixtures. The mailing address of Lessee (as debtor) and the address of Lessor (as secured
party) from which information may be obtained are set forth in the introductory paragraph of this Lease. The Lessee has an interest of
record in such real property.


 






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(c)            Power
of Sale. Without limiting any other remedies set forth herein, in the event that a court of competent jurisdiction rules that
this Lease constitutes a mortgage, deed of trust or other secured financing with respect to the Leased Property as is the intent of the
parties pursuant to Section 24 hereof, then Lessor and the Lessee agree that (i) the Lessee hereby grants to the Lessor and
its successor and permitted assigns a Lien against the Leased Property (including the estate therein) with
Power of Sale to the extent permitted by law, and (ii) upon the occurrence and during the continuance of any Event of Default
(but subject to the rights of the Lessee to purchase the Leased Property pursuant to the terms and within the time periods as set forth
in Section 18.1, if any), Lessor may, and is hereby irrevocably empowered to, with or without entry, and to the extent permitted
by Applicable Law, sell or cause the sale of the Leased Property or the other Collateral or any part or parts thereof at one or more public
auctions as an entirety or in parcels as the Lessor may elect free from any equity of redemption for cash, on credit, or for other property,
for immediate or future delivery, and on such terms as the Lessor shall deem advantageous and proper, such sale or sales to be made in
such manner and upon such notice and advertisement as may be required by Applicable Law, or in the absence of any such requirements, as
the Lessor may deem appropriate, and to make conveyance to the purchase or purchasers. Lessor may, if at the time such action may be lawful
and always subject to compliance with any mandatory legal requirements, by filing its notice of election and demand for sale to enforce
its mortgage and to sell the Security Property, as an entirety or in parcels, by one sale or by several sales, held at one time or at
different times, all as the Lessor may elect, each sale to be held at the location set forth in the notice of such proposed sale and the
Lessor shall have given notices of the proposed sale in the manner hereinafter set forth, and to make due conveyance to the purchaser
or purchasers, with special warranty of title or no warranty of title to such purchaser or purchasers binding upon the Lessee and its
heirs, executors, administrators, and successors. Such sale must begin at the time stated in the notice referred to below in this Section or
as otherwise permitted by Applicable Law. The Lessee, for itself, its heirs and assigns, and for anyone who may claim by, through or under
the Lessee, hereby expressly and specifically waives all rights to a marshaling of the assets of the Lessee, including the Security Property,
or to a sale in inverse order of alienation. Lessor may bid and become the purchaser of all or any part of the Leased Property at any
such sale, and the amount of Lessor’s successful bid may be credited against the Obligations.


 


The Lessor (or a person or
persons selected by the Lessor) shall promptly comply with all notice and other requirements of the laws of New York then in force with
respect to such sales, and shall give any required public notice of the time and place of such sale by advertisement weekly in some newspaper
of general circulation then published in the County or City and County in which the Security Property is located. No notice of such sale
or sales other than the notices hereinabove provided shall be required to be given to the Lessee (or anyone who may claim by, through
or under the Lessee) or any other persons and any other notice (including, without limitation, any notice of acceleration of, or intent
to accelerate, the unpaid balance of any Obligation) is expressly waived.


 


The provisions of this Section with
respect to posting, serving, filing, and giving notices of sale are intended to comply with all Applicable Laws. In the event the requirement
for any notice, or the posting, serving, filing, or giving thereof, under any Applicable Law shall be eliminated or the prescribed manner
of posting, serving, filing, or giving same is modified by future amendment to such Applicable Law, the requirement for such particular
notice shall be stricken from, or the manner of posting, serving, filing, or giving any notice hereunder modified in, this Mortgage in
conformity with such amendment. The manner herein prescribed for posting, serving, filing, or giving any notice, other than that to be
posted and filed or caused to be posted or filed by the Lessor, shall not be deemed exclusive but such notice or notices may be posted,
served, filed, or given in any other manner which may be permitted by Applicable Law. Further, in relation to this Mortgage and the exercise
of any power of sale by the Lessor hereunder, if any Applicable Law shall be amended or modified to require any other notice or the posting,
filing, serving, or giving thereof or any statute hereafter enacted shall require any other notice or the posting, filing, serving, or
giving thereof, the Lessor or the person selected by him is hereby authorized and empowered by the Lessee to give such notice or make
such posting, filing, serving, or giving thereof; provided, however, the Lessee waives such other notice or the posting, filing,
serving, or giving thereof to the full extent the Lessee may lawfully so do. Any provisions of this paragraph, or any amendments to or
modifications to any Applicable Law to the contrary notwithstanding, the time periods provided for in the immediately preceding paragraph
in respect of which the notices provided for in said paragraph are to be given shall not be shortened or eliminated as a result of any
such amendment or modification.


 






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In addition to any other remedies
granted to Lessor (including specifically, but not limited to, the right to proceed against all the Security Property in accordance with
the rights and remedies in respect to those portions of the Collateral which are real property pursuant to Section 9-501(b) of
the UCC), upon the occurrence and during the continuance of an Event of Default (but subject to the rights of the Lessee to purchase the
Leased Property pursuant to the terms and within the time periods as set forth in Section 18.1, if any) Lessor may (i) proceed
by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Leased Property, or against Lessee
on a recourse basis for the Lease Balance, or for the specific performance of any covenant or agreement contained in this Lease or in
aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of
the Leased Property, or for the enforcement of any other appropriate legal or equitable remedy and (ii) proceed under the UCC as
to all or any part of the personal property (tangible or intangible) and fixtures included with the Security Property (such portion of
the Security Property being referred to herein as the “Personalty”) and shall have and may exercise with respect to
the Personalty all the rights, remedies, and powers of a secured party under the UCC, including, without limitation, the right and power
to sell, at one or more public or private sales, or otherwise dispose of, lease, or utilize the Personalty and any part or parts thereof
in any manner authorized or permitted under the UCC after default by a debtor, and to apply the proceeds thereof toward payment of any
costs and expenses and attorney’s fees and legal expenses thereby incurred by Lessor, and toward payment of the Obligations hereby
secured in such order or manner as provided herein.


 


Section 24.3.         State
Specific Provisions. (a) This Mortgage is given to secure, among other things, and shall
secure not only presently existing indebtedness under the Participation Agreement and this Lease. The lien of this Mortgage shall be valid
as to all indebtedness hereby secured, including future advances, from the time of its filing for record in the office of the clerk of
the superior court of the county in which the Leased Property is located. This Mortgage shall remain in full force and effect as to any
further advances under the Participation Agreement and the other Operative Documents made after any such zero balance until the indebtedness
secured by this Mortgage is paid in full and satisfied, all agreements of Lessor to make further advances have been terminated and this
Mortgage has been cancelled of record. This Mortgage shall be valid and have priority over all subsequent liens and encumbrances, including
statutory liens, excepting solely taxes and assessments levied on the Leased Property, to the extent of the maximum amount secured hereby.


 






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(b)            In
the event of any inconsistencies between the terms and conditions of this Section 24.3(b) and the other terms and conditions
of this Mortgage, the terms and conditions of this Section 24.3(b) shall control and be binding.


 


(i)             Maximum
Principal Sum. The parties hereto intend that this Mortgage shall secure unpaid balances of the indebtedness secured hereby whether
incurred by lessee at the Restatement Date or after this Mortgage is delivered for recordation in the official records of the county in
which the Leased Property is located. The maximum principal amount of indebtedness which is or under any contingency may be secured at
the Restatement Date or at any time thereafter by this mortgage is $720,000,000.


 


(ii)            Trust
Fund for Advances. In compliance with Section 13 of the Lien Law of the State of New York, Lessee will receive the advances secured
by this Mortgage and will hold the right to receive such advances as a trust fund to be applied first for the purpose of paying the cost
of the building(s) and other improvements located on the Leased Property before using any part of the total of the same for any other
purpose. Lessee will indemnify and hold the Lessor harmless against any loss, liability, cost or expense, including any judgments, attorneys’
fees, costs of appeal bonds or printing costs, arising out of or relating to any proceedings instituted by any claimant alleging a violation
by Lessee of Article 3-A of the New York Lien Law.


 


(iii)           New
York Real Property Law Article 4-A. If this Mortgage shall be deemed to constitute a “mortgage investment” as defined
by New York Real Property Law § 125, then this Mortgage shall and hereby does (i) confer upon the Lessor the powers and (ii) impose
upon the Lessor the duties of trustees set forth in New York Real Property Law § 126.


 


(iv)           Statement
in Accordance with Section 253.1a(a) of the New York Tax Law. This Mortgage does not cover real property principally improved
or to be improved by one or more structures containing in the aggregate not more than six (6) residential dwelling units, each having
separate cooking facilities.


 


(v)            Statement
in Accordance with Section 274-a of the New York Real Property Law. The Lessor shall, within fifteen (15) days after written
request, provide Lessee with the statement required by Section 274-a of the New York Real Property Law.


 


(vi)           Section 291-f
of New York Real Property Law. The Lessor shall have all of the rights set forth in Section 291-f of the Real Property Law of
New York. For purposes of Section 291-f of the New York Real Property Law, all existing tenants and every tenant or subtenant who
after the recording of this Mortgage, enters into a lease upon the premises of any of the Leased Property or who acquires by instrument
of assignment or by operation of law a leasehold estate upon the Leased Property is hereby notified that Lessee shall not, without obtaining
the Lessor’s prior consent in each instance, cancel, abridge or otherwise modify any leases or accept prepayments for more than
thirty (30) days of installments of rent to become due with respect to any lease thereof having an unexpired term on the date of this
Mortgage of five (5) years or more and that any such cancellation, abridgement, modification or prepayment made by any such tenant
or subtenant without either being expressly permitted under this Mortgage or receiving the Lessor’s prior consent shall be voidable
by the Lessor at its option.


 






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(vii)          Sections
254, 271, 272 and 291-f of New York Real Property Law. All covenants of Lessee herein contained shall be construed as affording to
the Lessor rights additional to and not exclusive of the rights conferred under the provisions of Sections 254, 271, 272 and 291-f of
the Real Property Law of New York (except as otherwise provided herein).


 


(viii)         Real
Property Law. The provisions of subsection 4 of Section 254 and subsection 2 of Section 271 of the New York Real Property
Law covering the insurance of buildings against loss by fire shall not apply to this Mortgage.


 


(ix)            RPAPL.
If an Event of Default shall occur and be continuing (but subject to the rights of the Lessee to purchase the Leased Property pursuant
to the terms and within the time periods as set forth in Section 18.1, if any), the Lessor may elect, with or without entry or taking
possession of the Leased Property, personally or by its agents or attorneys, and without prejudice to the right to bring an action for
foreclosure of this Mortgage, to sell (and, in the case of any default of any purchaser, resell) the Leased Property or any part thereof
pursuant to any procedures provided by Applicable Law, including, without limitation, by exercise of the power of foreclosure or of sale
granted to the Lessor by Articles 13 or 14 of the New York Real Property Actions and Proceedings Law (the “RPAPL”).
In such case, the Lessor may commence a civil action to foreclose this Mortgage pursuant to Article 13 of the RPAPL, or it may proceed
and sell the Leased Property pursuant to Article 14 of the RPAPL to satisfy the Secured Obligations and all other amounts secured
or exercise any other right and/or remedy provided under Applicable Law.


 


Section 24.4.         Security
Agreement. This Lease shall constitute a security agreement within the meaning of the Uniform
Commercial Code of the state where the Leased Property is located (“UCC”), and if an Event of Default has occurred
and is continuing (but subject to the rights of the Lessee to purchase the Leased Property pursuant to the terms and within the time periods
as set forth in Section 18.1, if any), (i) Lessor shall, in addition to all other rights available at law or equity, have all
of the rights provided to a secured party under Article 9 of the UCC and (ii) Lessor shall have the power and authority, after
proper notice and lapse of such time as may be required by law, to sell the Leased Property and the other Collateral (or any portion thereof),
either as a whole, or in separate lots or parcels or items and in such order as Lessor may elect all as provided for herein. The proceeds
derived from the exercise of the foregoing rights shall be applied as set forth in the last paragraph of Section 16.2.


 






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Section 24.5.         Mortgage
Remedies. Without limiting any other remedies set forth in this Lease, and also, without limiting
the generality of Article XXIV hereof, if an Event of Default has occurred and is continuing (but subject to the rights of the Lessee
to purchase the Leased Property pursuant to the terms and within the time periods as set forth in Section 18.1, if any), the Lessor
for the benefit and at the direction of the Required Participants, may proceed by a suit or suits in equity or at law, whether for a foreclosure
hereunder, or (to the extent permitted by law) for the sale of the Site, Leased Property or the other Collateral, or against the Lessee
on a recourse basis for the Lease Balance and all other amounts owing by Lessee to the Administrative Agent, if any, and/or the Participants
under the Operative Documents (including but without duplication, accrued and unpaid Rent), or for the specific performance of any covenant
or agreement contained herein or in aid of the execution of any power granted herein, or for the appointment of a receiver pending any
foreclosure hereunder or the sale of the Leased Property or the other Collateral, or for the enforcement of any other appropriate legal
or equitable remedy. The Lessor shall have all rights available to a mortgagee under the laws of the State of New York. In the event that
any provisions of this Lease shall be inconsistent with any Applicable Laws, the provisions of such Applicable Laws shall take precedence
over such provision of this Lease, but shall not invalidate or render unenforceable any other provision of this Lease that can be construed
in a manner consistent with such Applicable Laws. If any provision of this Lease shall grant the Lessor any rights or remedies upon default
of the Lessee which are more limited than the rights that would otherwise be vested in the Lessor under such Applicable Laws in the absence
of such provision, the Lessor shall be vested with the rights granted in such Applicable Laws to the full extent permitted by law.


 


Section 24.5.         Home
Depot Parcel. Notwithstanding anything to the contrary contained herein or in any other Operative
Document (including, without limitation, clause (c) of Appendix 1 to the Participation Agreement), with respect to the land demised
by the Home Depot Ground Lease (the “Home Depot Parcel”) and the improvements located thereon, (i) the provisions
of the Home Depot Ground Lease shall apply and not the provisions of this Lease or any other Operative Document, and (ii) neither
Lessee nor any Guarantor makes, or shall be deemed to make, any representation or warranty as to the condition of any such property. As
illustration of, and without in any way limiting the generality of, the foregoing, with respect to the Home Depot Parcel and the improvements
located thereon only, the insurance, casualty and condemnation provisions of the Home Depot Ground Lease shall apply and not any of the
insurance, casualty or condemnation provisions of this Lease or any other Operative Document.


 


Article XXV

Miscellaneous


 


Section 25.1.         Survival;
Severability; Etc. Anything contained in this Lease to the contrary notwithstanding, all claims
against and liabilities of the Lessee or Lessor arising from events commencing prior to the expiration or earlier termination of this
Lease shall survive such expiration or earlier termination. If any term or provision of this Lease or any application thereof shall be
declared invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected
thereby. If any right or option of the Lessee provided in this Lease, including any right or option described in Articles XIV, XV, XVIII,
XIX or XX, would, in the absence of the limitation imposed by this sentence, be invalid or unenforceable as being in violation of the
rule against perpetuities or any other rule of law relating to the vesting of an interest in or the suspension of the power
of alienation of property, then such right or option shall be exercisable only during the period which shall end twenty-one (21) years
after the date of death of the last survivor of the descendants of Franklin D. Roosevelt, the former President of the United States, Henry
Ford, the deceased automobile manufacturer, and John D. Rockefeller, the founder of the Standard Oil Company, known to be alive on the
date of the execution, acknowledgment and delivery of this Lease.


 






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Section 25.2.         Amendments
and Modifications. Subject to the requirements, restrictions and conditions set forth in the
Participation Agreement, neither this Lease nor any provision hereof may be amended, waived, discharged or terminated except by an instrument
in writing, in recordable form, signed by Lessor and the Lessee.


 


Section 25.3.         No
Waiver. No failure by Lessor or the Lessee to insist upon the strict performance of any term
hereof or to exercise any right, power or remedy upon a default hereunder, and no acceptance of full or partial payment of Rent during
the continuance of any such default, shall constitute a waiver of any such default or of any such term. To the fullest extent permitted
by law, no waiver of any default shall affect or alter this Lease, and this Lease shall continue in full force and effect with respect
to any other then existing or subsequent default.


 


Section 25.4.         Notices.
All notices, demands, requests, consents, approvals and other communications hereunder shall be in writing and directed to the address
described in, and deemed received in accordance with the provisions of, Section 15.3 of the Participation Agreement.


 


Section 25.5.         Successors
and Assigns. All the terms and provisions of this Lease shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 


Section 25.6.         Headings
and Table of Contents. The headings and table of contents in this Lease are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


 


Section 25.7.         Counterparts.
This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute
one and the same instrument.


 


Section 25.8.       Governing
Law. THIS LEASE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER
THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS TO MATTERS RELATING TO THE CREATION OF THE LEASEHOLD
ESTATE HEREUNDER AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THIS LEASE IS DEEMED TO CONSTITUTE A FINANCING,
WHICH IS THE INTENTION OF THE PARTIES, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN TITLE
14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW), SHALL GOVERN THE TERMS AND PROVISIONS OF THE INDEBTEDNESS EVIDENCED
HEREBY, EXCEPT THAT THE CREATION, PERFECTION, EFFECT OF PERFECTION, PRIORITY AND ENFORCEMENT OF SECURITY INTERESTS AND LIENS IN THE LEASED
PROPERTY AND COLLATERAL SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE UNIFORM COMMERCIAL
CODE OF SUCH STATE (INCLUDING THE CHOICE OF LAW RULES UNDER SUCH UNIFORM COMMERCIAL CODE).


 






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Section 25.9.         Original
Executed Counterpart of this Lease. The single executed original of this Lease marked “This
Counterpart is The Original Executed Counterpart” on the signature page thereof and containing the receipt thereof of
Administrative Agent, on or following the signature page thereof shall be the Original Executed Counterpart of this Lease (the “Original
Executed Counterpart”). To the extent that this Lease constitutes chattel paper, as such term is defined in the UCC, no security
interest in this Lease may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart
or as otherwise provided in the Previously Existing Lease.


 


Section 25.10.       Limitations
on Recourse. The parties hereto agree that, except as specifically set forth in this Lease or
in any other Operative Document, Lessor shall have no personal liability whatsoever to the Lessee, the Rent Assignees, the Administrative
Agent or any of their respective successors and assigns for any claim based on or in respect of this Lease or any of the other Operative
Documents or arising in any way from the Overall Transaction; provided, however, that Lessor shall be liable (a) for its own
willful misconduct or gross negligence (or negligence in the handling of funds), (b) for any Tax based on, with respect to or measured
by any income, fees, commission, compensation or other amounts received by it as compensation for services (including for acting as Lessor)
or otherwise under, or as contemplated by, the Operative Documents, (c) Lessor Liens on the Leased Property which are attributable
to it, (d) for its representations and warranties made in the Participation Agreement or in any certificate or documents delivered
pursuant thereto, (e) for its failure to perform any of its covenants and agreements set forth in the Participation Agreement or
any other Operative Document, and (f) as otherwise expressly provided in the Operative Documents; provided in no event shall
Lessor’s liability exceed the amount of its interest in the Facility (except that, notwithstanding this proviso, Lessor shall remain
liable for actual damages caused by its gross negligence or willful misconduct).


 


Section 25.11.       Transfer
of Leased Property. (a) Except as otherwise provided herein, whenever pursuant to any provision
of this Lease Lessor is required to transfer the Leased Property to Lessee or to an independent third party, such transfer shall be made
at Lessee’s expense in accordance with this Lease by the transfer by an assignment of Lessor’s interest and without covenants
or warranties of title, except for matters arising by, through or under Lessor, of all of Lessor’s interest in and to the Leased
Property on an “as is, where is, with all faults” basis free and clear of all Lessor Liens attributable to Lessor and otherwise
without recourse, representation or warranty of any kind, and together with the due assumption by Lessee (or such third party) of, and
due release of Lessor from, all obligations relating to the Leased Property or any of the Operative Documents. In connection with any
transfer to an independent third party, Lessee shall execute and deliver such customary and reasonable documents, certificates and estoppels
as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or any other Operative Document to the
contrary notwithstanding, Lessor shall not be obligated to make any such transfer until Lessor and the Participants have received all
Rent and other amounts then due and owing hereunder and under the other Operative Documents including any Break Costs. At or subsequent
to the transfer or return of the Leased Property, Lessee will provide Lessor with such lien and title searches as Lessor may reasonably
request to demonstrate to Lessor’s satisfaction that the Leased Property is subject to no Liens (other than Lessor Liens) for which
Lessor would be liable under any warranties of title.


 






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(b)            Lessee
may assign to another Person its right, upon a purchase by Lessee, to take title to the Leased Property pursuant to Section 21.1;
provided, that (i) Lessee shall exercise any option, (ii) such assignee shall be bound by the provisions of Section 21.1,
(iii) Lessee shall have represented by an instrument in writing and delivered to Lessor that all necessary Governmental Actions with
respect to such transfer, including the purchase of the Leased Property by any other Person as contemplated herein, have been obtained
or made (or, substantially concurrently with the consummation of such transfer, will have been obtained or made, as applicable, and (iv) no
such assignment shall release Lessee from its obligations under the Operative Documents, and Lessee shall remain personally liable to
Lessor for the payment of all amounts due under any such Section and this Section 25.11.


 


Section 25.12.         Memorandum
of Lease. (a)  On the Original Closing Date, the Lessee and Lessor executed a Memorandum
of Lease and Remedies Agreement substantially in the form attached as Exhibit B to the Previously Existing Lease (the “Previously
Existing Memorandum of Lease”) and caused the same to be recorded in the Office of the County Clerk of the County of Westchester,
New York.


 


(b)            On
the Execution Date, the Lessee and Lessor executed the Memorandum of Lease Amendment attached as Exhibit B hereto, which
shall be effective as of, and the Previously Existing Memorandum of Lease shall be amended and modified
as set forth therein on, the Restatement Date. On the Restatement Date, the Lessee
and Lessor shall cause the Memorandum of Lease Amendment to be recorded in the Office of the County Clerk of the County of Westchester,
New York.


 


Section 25.13.         Further
Assurances. Lessee and Lessor acknowledge and agree that the provisions of Section 15.11
of the Participation Agreement are incorporated by reference herein.


 






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Section 25.14.        Effect
of Restatement. This
Lease shall be effective as of, and the Previously Existing Lease shall be amended and restated as set forth in this Lease on, the Restatement
Date. The parties hereto acknowledge and agree, however, that (a) this Lease and the other Restated Operative Documents do not constitute
a novation or termination of the Obligations under and as defined in the Previously Existing Lease or under the other Operative Documents
as in effect immediately prior to the Restatement Date, (b) such Obligations are in all respects continuing with only the terms being
modified from and after the Restatement Date as provided in this Lease and the other Restated Operative Documents, (c) the Guaranty,
as amended and restated as of the Restatement Date, is in all respects continuing and remains in full force and effect with respect to
all Liabilities (as defined therein), (d) except as provided for in, or contemplated by, the Restated Operative Documents, the mortgage,
liens and security interests in favor of the Lessor securing payment of such Obligations are in all respects continuing and in full force
and effect with respect to all Obligations, (e) nothing contained in any Restated Operative Document shall terminate, nullify or
otherwise modify the terms or scope of any consent granted to the Lessee or any Guarantor prior to the Restatement Date in connection
with the Previously Existing Lease or any other Operative Document pursuant to any consent agreement or similar agreement entered into
by the Lessee, the Administrative Agent, and the requisite Participants party thereto, and (f) except to the extent the context requires
otherwise, from and after the Restatement Date, all references in the other Operative Documents to the “Lease” and all other
references in the other Operative Documents originally applicable to the Previously Existing Lease shall be deemed to refer without further
amendment to this Lease, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.





 


[End of Page]


 






    -55-


     


    


 


In
Witness Whereof, the parties have caused this Second Amended and Restated Lease and Remedies Agreement to be duly executed and
delivered as of the date first above written.


 


	 	Old Saw Mill Holdings LLC,
	 	as Lessee
	 	 
	 	 
	 	By:	/s/
    Leonard N. Brooks
	 	 	Name:	Leonard N. Brooks
	 	 	Title:	Treasurer







 


[Signature
Page to Second Amended and Restated Lease and Remedies Agreement]


 






    


     


    

 






	 	BA Leasing BSC, LLC, a
    Delaware limited liability company, as Lessor
	 	 
	 	 
	 	By:	 /s/ Erin M. Parks
	 	 	Name:	Erin M. Parks
	 	 	Title:	 Vice President




 


[Signature
Page to Second Amended and Restated Lease and Remedies Agreement]


 



    


     


    




 


Exhibit A

To Second Amended and Restated Lease and Remedies Agreement


 


Description
of Leased Property


 


TRACT I:


 


ALL that certain plot, piece of land, situate,
lying and being in the Town of Greenburgh, County of Westchester, and State of New York, being designated as Lot P-2 on a certain map
entitled "Final Subdivision Plat prepared for Eastview Holdings LLC of premises located at Old Saw Mill River Road and NYS Route
9A, Town of Greenburgh, Westchester County, New York Scale 1"=100'" prepared by John Meyer Consulting, PC, dated March 23,
2004 and last revised March 13, 2006, and filed on April 8, 2006 in the Office of the County Clerk of the County of Westchester
as Filed Map No. 27754, and being more particularly described as:


 


Beginning at a rebar set on the southwesterly
right of way line of Old Saw Mill River Road, where said rebar is located South 35°43'37"West, a distance of 101.93 feet from
the intersection formed by the dividing line between the lands n/f BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.2 in the Town of Mount Pleasant),
and other lands of BMR-LANDMARK AT EASTVIEW(SBL 116.15-1-2.1 in the Town of Mount Pleasant), thence


 


Running the following courses and distances along
the reputed owner Town of Greenburgh


 


1. South 00°05'33" East a distance of
93.33 feet to a rebar set, thence


 


2. Along a tangent curve to the right having a
radius of 100.00 feet, turning a central angle of 21°36'34", for an arc length of 37.72 feet, the chord of said arc bearing South
10°42'49" West for a distance of 37.50 feet to a rebar set, thence


 


3. South 21°31'01" West a distance of
81.08 feet to a rebar set, thence


 


4. Along a tangent curve to the left having a
radius of 98.25 feet, turning a central angle of 17°06'57", for an arc length of 29.35 feet, the chord of said arc bearing South
12°57'32" West for a distance of 29.24 feet to a rebar set, thence


 


5. South 04°24'12" West a distance of
32.56 feet to a rebar set, thence


 


6. South 03°48'59" West a distance of
30.15 feet to a rebar set, thence


 


7. South 02°34'01" West a distance of
90.30 feet to a rebar set, thence


 


8. Along a tangent curve to the right having a
radius of 305.09 feet, turning a central angle of 34°07'44", for an arc length of 181.73 feet, the chord of said arc bearing
South 19°37'53" West for a distance of 179.06 feet to a rebar set, thence





 


Exhibit A

(to Second Amended and Restated Lease and Remedies Agreement)


 






    


     


    

 


9. Along a reverse curve to the left having a
radius of 362.65 feet, turning a central angle of 33°16'57", for an arc length of 210.66 feet, the chord of said arc bearing
South 20°03'17" West for a distance of 207.71 feet to a rebar set, thence


 


10. South 03°24'29" West a distance of
152.00 feet to a rebar set, thence


 


11. Along a tangent curve to the right having
a radius of 172.07 feet, turning a central angle of 31°44'41", for an arc length of 95.33 feet, the chord of said arc bearing
South 19°16'50" West for a distance of 94.12 feet to a rebar set, thence


 


12. Along a compound curve to the right having
a radius of 139.47 feet, turning a central angle of 71°37'16", for an arc length of 174.34 feet, the chord of said arc bearing
South 70°57'49" West for a distance of 163.21 feet to a rebar set, thence


 


13. North 73°13'58" West a distance of
128.84 feet to a rebar set, thence


 


14. South 16°03'11" West a distance of
16.68 feet to a rebar set, thence


 


15. North 73°56'49" West a distance of
29.11 feet to a rebar set, thence


 


16. Along a tangent curve to the left having a
radius of 242.01 feet, turning a central angle of 35°55'48", for an arc length of 151.76 feet, the chord of said arc bearing
South 88°05'17" West for a distance of 149.29 feet to a rebar set, thence


 


17. South 70°07'17" West a distance of
92.14 feet to a rebar set, thence


 


18. Along a tangent curve to the right having
a radius of 440.98 feet, turning a central angle of 40°10'49", for an arc length of 309.25 feet, the chord of said arc bearing
North 89°47'19" West for a distance of 302.95 feet to a rebar set, thence


 


19. South 20°18'00" West a distance of
20.89 feet to a rebar set, thence


 


20. North 65°49'54" West a distance of
101.52 feet to a rebar set, thence


 


21. Along a tangent curve to the right having
a radius of 1530.00 feet, turning a central angle of 21°27'50", for an arc length of 573.16 feet, the chord of said arc bearing
North 55°05'59" West for a distance of 569.81 feet to a rebar set, thence


 


22. Along a compound curve to the right having
a radius of 400.00 feet, turning a central angle of 37°36'43", for an arc length of 262.58 feet, the chord of said arc bearing
North 25°33'43" West for a distance of 257.89 feet to a rebar set, thence


 


23. South 58°03'06" West a distance of
1501.30 feet to a rebar set, thence


 






    A-2


     


    

 


24. North 11°11'33" West a distance of
441.76 feet to a rebar set, thence


 


25. Along reputed owner Consolidated Edison Company
of New York, Inc North 34°43'49" East a distance of 1146.62 feet to a rebar set, thence Running the following courses and
distances along Lot 1 on a map entitled "Final Subdivision Plat Prepared for Eastview Holdings LLC" filed in the Westchester
County Clerk's Office, Division of Land Records on 11/15/2005 as Map No. 27669


 


26. South 55°16'11" East a distance of
225.33 feet to a rebar set, thence


 


27. South 67°59'01" East a distance of
614.61 feet to a rebar set, thence


 


28. Along a non-tangent curve to the right having
a radius of 1124.93 feet, turning a central angle of 16°12'11", for an arc length of 318.13 feet, the chord of said arc bearing
North 30°03'42" East for a distance of 317.07 feet to a rebar set, thence


 


29. Along a compound curve to the right having
a radius of 450.05 feet, turning a central angle of 10°26'59", for an arc length of 82.08 feet, the chord of said arc bearing
North 43°23'17" East for a distance of 81.97 feet to a rebar set, thence


 


30. North 32°22'35" East a distance of
262.04 feet to a rebar set, thence


 


31. North 27°10'46" East a distance of
172.97 feet to a rebar set, thence Running the following courses and distances along the southwesterly right of way line of Old Sawmill
River Road,


 


32. South 63°22'33" East a distance of
24.28 feet to a rebar set, thence


 


33. South 68°16'40" East a distance of
63.98 feet to a rebar set, thence


 


34. South 71°57'20" East a distance of
48.14 feet to a rebar set, thence


 


35. South 75°31'00" East a distance of
167.65 feet to a rebar set, thence


 


36. South 75°03'30" East a distance of
417.19 feet to a rebar set, thence


 


37. South 71°58'00" East a distance of
46.04 feet to a rebar set, thence


 


38. South 70°36'00" East a distance of
53.02 feet to a rebar set, thence


 


39. South 67°40'50" East a distance of
36.36 feet to a rebar set, thence


 


40. South 66°14'50" East a distance of
71.78 feet to a rebar set, thence


 


41. South 63°42'50" East a distance of
155.58 feet to a rebar set, thence


 






    A-3


     


    

 


42. South 63°47'50" East a distance of
270.49 feet to the rebar set and place of beginning.


 


Together with all the rights, title, privileges,
interest, licenses and easements, real and personal in and to a certain pedestrian bridge over Old Saw Mill River Road, Route 303, including,
but not limited to, the right and interest in that certain air rights parcel of land shown and designed as Lot PAR on Filed Map 27754
filed in the office of the Clerk of Westchester County and conveyed in a deed dated 12/28/07 made by Eastview Holdings LLC to BMR-Landmark
at Eastview LLC, recorded 2/6/09 as Control No. 483310118.


 


NOTE FOR INFORMATION ONLY: Known as Tax Parcel
- Section 7.71, Block 6, Lot 1 (Sub Lots 1.1, 1.1A, 1.1B, 1.1C and 3)


 


LESS AND EXCEPTING THEREFROM:


 


A lease parcel over a parcel of land situate,
lying and being in the Town of Greenburgh, County of Westchester and State of New York, more particularly bounded and described as follows:


 


Commencing at the point along the southerly line
Old Saw Mill River Road at its point of intersection with the division line between Tax Lot P-2 as shown on a map titled “Final
Subdivision Plat Prepared for Eastview Holdings LLC” prepared by John Meyer Consulting, PC, last dated March 13, 2006 and filed
in the Westchester County Clerk’s Office as Map No. 27754 on April 18, 2006 on the west and Lot 2 as shown on a map titled
 “Final Subdivision Plat Prepared for Loop Road Holdings LLC” prepared by JMC Planning, Engineering, Landscape Architecture
and Land Surveying, last dated September 16, 2020 and filed in the Westchester County Clerk’s Office as Map No. 29515
on March 8, 2021 on the east;


 


Thence running from point of commencement along
said southerly line Old Saw Mill River Road, South 63 degrees 47 minutes 50 seconds East, 105.55 feet and southeasterly along the arc
of a curve to the right having a radius of 954.67 feet, a central angle of 02 degrees 43 minutes 44 seconds and an arc length of 45.47
feet to its point of intersection with the westerly line of the Variable Width Access Easement as shown on said Map No. 29515;


 


Thence through said Lot 2 and coincident with
the said westerly line of the Variable Width Access Easement, South 04 degrees 34 minutes 16 seconds East, 29.80 feet and South 50 degrees
51 minutes 46 seconds West, 149.71 feet to a point;


 


Thence continuing through said Lot 2 and coincident
with the said westerly line of the Variable Width Access Easement and in part through the aforesaid Tax Lot P-2, southwesterly along the
arc of a curve to the left having a radius of 208.00 feet, a central angle of 48 degrees 17 minutes 56 seconds and an arc length of 175.34
feet to a point of tangency;


 






    A-4


     


    

 


Thence continuing through said Tax Lot P-2 and
coincident with the said westerly line of the Variable Width Access Easement the following five (5) courses and distances:


 


1)            South
02 degrees 33 minutes 50 seconds West, 39.29 feet to a point of curvature;


 


2)            Southerly
along the arc of a curve to the right having a radius of 302.00 feet, a central angle of 34 degrees 08 minutes 22 seconds and an arc length
of 179.95 feet to a point of tangency;


 


3)            South
36 degrees 42 minutes 12 seconds West, 68.53 feet to a point of curvature;


 


4)            Southerly
along the arc of a curve to the left having a radius of 258.00 feet, a central angle of 33 degrees 17 minutes 48 seconds and an arc length
of 149.93 feet to a point of tangency;


 


5)            South
03 degrees 24 minutes 23 seconds West, 5.12 feet to the Point of Beginning;


 


Thence running from said Point of Beginning continuing
through said Tax Lot P-2 and coincident with the said westerly line the Variable Width Access Easement the following thirteen (13) courses
and distances:


 


1)            South
03 degrees 24 minutes 23 seconds West, 150.29 feet to a point of curvature;


 


2)            Southerly
along the arc of a curve to the right having a radius of 149.00 feet, a central angle of 31 degrees 45 minutes 25 seconds and an arc length
of 82.59 feet to a point of compound curvature;


 


3)            Southwesterly
along the arc of a curve to the right having a radius of 116.50 feet, a central angle of 46 degrees 24 minutes 41 seconds and an arc length
of 94.37 feet to a point of compound curvature;


 


4)            Westerly
along the arc of a curve to the right having a radius of 8.00 feet, a central angle of 49 degrees     33
minutes 45 seconds and an arc length of 6.92 feet to a point of reverse curvature;


 


5)            Westerly
along the arc of a curve to the left having a radius of 8.00 feet, a central angle of 43 degrees 42     minutes
49 seconds and an arc length of 6.10 feet to a point of reverse curvature;


 


6)            Westerly
along the arc of a curve to the left having a radius of 111.50 feet, a central angle of 19 degrees 20 minutes 30 seconds and an arc length
of 37.64 feet to a point of tangency;


 


7)            North
73 degrees 14 minutes 05 seconds West, 116.04 feet to a point of curvature;


 


8)            Westerly
along the arc of a curve to the left having a radius of 285.00 feet, a central angle of 12 degrees 29 minutes 13 seconds and an arc length
of 62.11 feet to a point of compound curvature;


 


9)            Westerly
along the arc of a curve to the left having a radius of 8.00 feet, a central angle of 47 degrees 45     minutes
27 seconds and an arc length of 6.67 feet to a point of reverse curvature;


 


10)          Westerly
along the arc of a curve to the right having a radius of 8.00 feet, a central angle of 45 degrees 24 minutes 01 seconds and an arc length
of 6.34 feet to a point of reverse curvature;


 


11)          Westerly
along the arc of a curve to the left having a radius of 280.00 feet, a central angle of 21 degrees 58 minutes 22 seconds and an arc length
of 107.38 feet to a point of tangency;


 


12)          South
69 degrees 56 minutes 55 seconds West, 133.06 feet to a point of curvature;


 


13)          Westerly
along the arc of a curve to the right having a radius of 392.00 feet, a central angle of 37 degrees 40 minutes 15 seconds and an arc length
of 257.73 feet to a point;


 


Thence continuing through said Tax Lot P-2 the
following sixteen (16) courses and distances:


 


1)            North
08 degrees 35 minutes 52 seconds East, 136.66 feet to a point;


 


2)            North
09 degrees 07 minutes 50 seconds West, 51.62 feet to a point;


 


3)            North
29 degrees 50 minutes 22 seconds East, 374.51 feet to a point;


 


4)            South
59 degrees 59 minutes 56 seconds East, 76.10 feet to a point;


 


5)            North
29 degrees 51 minutes 41 seconds East, 31.48 feet to a point;


 


6)            South
59 degrees 59 minutes 56 seconds East, 30.81 feet to a point;


 






    A-5


     


    

 


7)            South
30 degrees 00 minutes 04 seconds West, 10.33 feet to a point;


 


8)            South
60 degrees 06 minutes 15 seconds East, 113.34 feet to a point;


 


9)            North
29 degrees 56 minutes 10 seconds East, 29.96 feet to a point;


 


10)          South
60 degrees 03 minutes 27 seconds East, 71.82 feet to a point;


 


11)          North
29 degrees 56 minutes 43 seconds East, 185.43 feet to a point;


 


12)          North
03 degrees 17 minutes 33 seconds West, 62.35 feet to a point;


 


13)          North
29 degrees 56 minutes 33 seconds East, 195.00 feet to a point;


 


14)          South
60 degrees 03 minutes 27 seconds East, 341.67 feet to a non-tangent point of curvature;


 


15)          Southerly
along the arc of a curve to the right having a radius of 279.43 feet, a central angle of 28 degrees 40 minutes 03 seconds, an arc length
of 139.81 feet and being subtended by a chord bearing South 22 degrees 21 minutes 50 seconds West, 138.36 feet to a point of reverse curvature;


 


16)          Southerly
along the arc of a curve to the left having a radius of 388.07 feet, a central angle of 33 degrees 17 minutes 29 seconds and an arc length
of 225.48 feet to the Point of Beginning.


 


NOTE FOR INFORMATION ONLY: Known as Tax Parcel
- Section 7.71, Block 6, Lot 1 (Sub Lots 1.1, 1.1A, 1.1B, 1.1C and 3)


 


TRACT II:


 


ALL that certain plot, piece or parcel of land,
situate, lying and being in the Town of Mount Pleasant, County of Westchester and State of New York, being designated as Lot 1 on a certain
map entitled "Final Subdivision Plat prepared for Eastview Holdings LLC of premises located at Old Saw Mill River Road and NYS Route
9A Town of Mount Pleasant, Westchester County, New York Scale 1"=100'" prepared by John Meyer Consulting, PC, dated September 27,
2007 in the Office of the Clerk of the County of Westchester as Filed Map No. 28024, being more particularly described as:


 


Beginning at a rebar set on the northeasterly
right of way line of Old Saw Mill River Road, at the intersection formed by the dividing line between the lands n/f BMR-LANDMARK AT EASTVIEW
(SBL 116.15-1-2.2), and other lands of BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.1),


 


Running the following courses and distances along
the northeasterly right of way line of Old Saw Mill River Road


 


1. North 63°49'10" West a distance of
373.58 feet to a rebar set, thence


 


2. North 63°40'40" West a distance of
150.03 feet to a rebar set, thence


 


3. North 68°08'00" West a distance of
48.55 feet to a rebar set, thence


 


4. North 70°56'30" West a distance of
70.20 feet to a rebar set, thence


 


5. North 71°26'30" West a distance of
46.86 feet to a rebar set, thence


 






    A-6


     


    

 


6. North 75°05'50" West a distance of
422.47 feet to a rebar set, thence


 


7. North 75°28'40" West a distance of
164.70 feet to a rebar set, thence


 


8. North 71°28'40" West a distance of
53.23 feet to a rebar set, thence


 


9. North 66°46'40" West a distance of
55.80 feet to a rebar set, thence


 


10. North 60°22'50" West a distance of
64.25 feet to a rebar set, thence


 


11. North 55°46'50" West a distance of
168.67 feet to a rebar set, thence


 


12. North 57°50'10" West a distance of
23.25 feet to a rebar set, thence


 


13. North 55°10'55" West a distance of
315.52 feet to a rebar set, thence


 


14. Along the dividing line between Reputed Owner
Consolidated Edison and reputed owner BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.1) North 41°22'40" East a distance of 117.30 feet
to a rebar set, thence


 


15. North 88°40'52" East a distance of
368.78 feet to a point in Saw Mill River, thence Running the following courses and distances along the same and following the Saw Mill
River


 


16. South 63°24'21" East a distance of
101.76 feet to a point, thence


 


17. South 82°58'51" East a distance of
62.51 feet to a point, thence


 


18. North 67°02'49" East a distance of
39.00 feet to a point, thence


 


19. North 40°05'34" East a distance of
35.47 feet to a point, thence


 


20. North 22°26'57" East a distance of
54.23 feet to a point, thence


 


21. North 12°57'05" East a distance of
73.98 feet to a point, thence


 


22. North 46°15'28" East a distance of
50.93 feet to a point, thence


 


23. North 57°39'41" East a distance of
47.17 feet to a point, thence


 


24. North 39°04'03" East a distance of
72.47 feet to a point, thence


 


25. North 21°22'50" East a distance of
121.63 feet to a point, thence


 






    A-7


     


    

 


26. North 23°17'46" East a distance of
104.78 feet to a point, thence


 


27. North 29°08'32" East a distance of
26.42 feet to a point, thence


 


28. North 53°38'21" East a distance of
27.20 feet to a point, thence


 


29. North 69°06'38" East a distance of
34.18 feet to a point, thence


 


30. North 50°34'22" East a distance of
41.23 feet to a point, thence


 


31. North 20°13'22" East a distance of
59.81 feet to a point, thence


 


32. North 28°16'38" East a distance of
37.59 feet to a point, thence


 


33. North 48°06'01" East a distance of
70.84 feet to a point, thence


 


34. North 03°30'01" East a distance of
194.44 feet to a point, thence


 


35. North 17°33'46" East a distance of
100.88 feet to a point, thence


 


36. North 44°40'00" East a distance of
31.11 feet to a point, thence


 


37. North 86°48'15" East a distance of
40.05 feet to a point, thence


 


38. North 49°30'38" East a distance of
41.87 feet to a point, thence


 


39. North 08°08'06" West a distance of
73.68 feet to a point, thence


 


40. North 26°13'54" East a distance of
87.21 feet to a point, thence


 


41. North 19°32'46" West a distance of
69.89 feet to a point, thence


 


42. North 45°20'00" West a distance of
31.11 feet to a point, thence


 


43. North 48°51'07" East a distance of
116.18 feet to a point, thence


 


44. North 21°54'57" East a distance of
47.67 feet to a point, thence


 


45. North 19°25'35" West a distance of
27.51 feet to a point, thence


 


46. North 51°40'22" West a distance of
6.14 feet to a point, thence


 


47. Along North 41°22'40" East a distance
of 1119.15 feet to a rebar set, thence


 






    A-8


     


    

 


48. Along South 73°06'25" East a distance
of 37.33 feet to a rebar set, thence


 


49. Along the southwesterly right of way line
of Saw Mill River Road, South 07°54'30" East a distance of 532.24 feet to a rebar set, thence Running the following courses and
distances along other lands of BMR-LANDMARK AT EASTVIEW (SBL 116.15-1-2.2)


 


50. South 82°05'30" West a distance of
53.22 feet to a rebar set, thence


 


51. Along a tangent curve to the left having a
radius of 120.00 feet, turning a central angle of 66°50'29", for an arc length of 139.99 feet, the chord of said arc bearing
South 48°40'15" West for a distance of 132.19 feet to a rebar set, thence


 


52. Along a reverse curve to the right having
a radius of 480.00 feet, turning a central angle of 21°46'49", for an arc length of 182.47 feet, the chord of said arc bearing
South 26°08'26" West for a distance of 181.37 feet to a rebar set, thence


 


53. South 37°01'48" West a distance of
287.70 feet to a rebar set, thence


 


54. South 46°17'40" West a distance of
85.62 feet to a rebar set, thence


 


55. South 57°32'20" West a distance of
65.29 feet to a rebar set, thence


 


56. North 61°07'50" West a distance of
113.60 feet to a rebar set, thence


 


57. Along a tangent curve to the left having a
radius of 73.50 feet, turning a central angle of 82°49'02", for an arc length of 106.24 feet, the chord of said arc bearing South
77°27'39" West for a distance of 97.23 feet to a rebar set, thence


 


58. Along a compound curve to the left having
a radius of 91.00 feet, turning a central angle of 68°00'38", for an arc length of 108.02 feet, the chord of said arc bearing
South 02°02'49" West for a distance of 101.79 feet to a rebar set, thence


 


59. South 31°57'30" East a distance of
305.66 feet to a rebar set, thence


 


60. South 30°02'00" West a distance of
347.72 feet to a point, thence


 


61. South 60°12'00" East a distance of
333.26 feet to a rebar set, thence


 


62. Along a tangent curve to the right having
a radius of 500.00 feet, turning a central angle of 21°06'38", for an arc length of 184.22 feet, the chord of said arc bearing
South 49°38'41" East for a distance of 183.18 feet to a rebar set, thence


 


63. South 39°05'22" East a distance of
174.39 feet to a rebar set, thence


 






    A-9


     


    

 


64. Along a tangent curve to the right having
a radius of 160.00 feet, turning a central angle of 27°24'26", for an arc length of 76.54 feet, the chord of said arc bearing
South 25°23'09" East for a distance of 75.81 feet to a rebar set, thence


 


65. South 11°40'56" East a distance of
147.46 feet to a rebar set, thence


 


66. Along a tangent curve to the right having
a radius of 160.00 feet, turning a central angle of 26°20'55", for an arc length of 73.58 feet, the chord of said arc bearing
South 01°29'32" West for a distance of 72.93 feet to a rebar set, thence


 


67. South 14°40'00" West a distance of
417.48 feet to a rebar set, thence


 


68. Along a tangent curve to the right having
a radius of 160.00 feet, turning a central angle of 15°51'47", for an arc length of 44.30 feet, the chord of said arc bearing
South 22°35'53" West for a distance of 44.16 feet to a rebar set, thence


 


69. South 30°21'46" West a distance of
251.53 feet to the place of beginning.


 


Together with all the rights, title, privileges,
interest, licenses and easements, real and personal in and to a certain pedestrian bridge over Old Saw Mill River Road, Route 303, including,
but not limited to, the right and interest in that certain air rights parcel of land shown and designed as Lot PAR on Filed Map 27754
filed in the office of the Clerk of Westchester County and conveyed in a deed dated 12/28/07 made by Eastview Holdings LLC to BMR-Landmark
at Eastview LLC, recorded 2/6/09 as Control No. 483310118.


 


NOTE FOR INFORMATION ONLY: Known as Tax Parcel - Section 116.15,
Block 1, Lot 2.1


 


TRACT III:


 


PARCEL A:


 


ALL that certain plot, piece or parcel of land,
situate, lying and being in the Town of Mount Pleasant, County of Westchester and State of New York, being designated as Lot 2 on a certain
map entitled "Final Subdivision Plat prepared for Eastview Holdings LLC of premises located at Old Saw Mill River Road and NYS Route
9A Town of Mount Pleasant Westchester County, New York Scale 1"=100'" prepared by John Meyer Consulting, PC, dated September 5,
2007 and last revised September 18, 2007 and filed September 27, 2007 in the Office of the Clerk of the County of Westchester
as Filed Map No. 28024.


 


Excepting therefrom the following tract of land:


 


ALL that certain plot, piece or parcel of land,
situate, lying and being in the Town of Mount Pleasant, County of Westchester and State of New York, being designated as Section 116.15,
Block 1, Tax Lot 2.3 of the Tax Records of the Town of Mount Pleasant and as more particularly described as follows:


 






    A-10


     


    

 


BEGINNING at a point along the West side of the
Saw Mill River Road (New York State Highway No. 52), said point being North 07 degrees 04 minutes 50 seconds West 1190.38 feet measured
along said West side of the Saw Mill River Road from the Northeasterly corner of Parcel 303-2 as shown on "Map of Land to be Acquired
for the Improvement of: Old Saw Mill River Road" prepared by Westchester County Department of Public Works, filed as Map No. 19473
and recorded May 4, 1978;


 


THENCE through the aforesaid Tax Lot 2 the following
courses and distances:


 


South 82 degrees 05 minutes 30 seconds West, 81.27
feet to a point of curvature;


 


THENCE along a 294.00 foot radius curve to the
right, through a central angle of 23 degrees 01 minutes 21 seconds, an arc distance of 118.14 feet to a point of reverse curvature;


 


THENCE along a 280.00 foot radius curve to the
left, through a central angle of 19 degrees 12 minutes 52 seconds, an arc distance of 93.90 feet to a point of reverse curvature;


 


THENCE along a 270.00 foot radius curve to the
right, through a central angle of 41 degrees 53 minutes 41 seconds, an arc distance of 197.42 feet to a point of tangency;


 


THENCE North 52 degrees 12 minutes 20 seconds
West, 9.33 feet to a point of curvature;


 


THENCE along a 445.00 foot radius curve to the
right, through a central angle of 37 degrees 06 minutes 20 seconds, an arc distance of 288.19 feet to a point of tangency;


 


THENCE North 15 degrees 06 minutes 00 seconds
West, 310.50 feet to a point of curvature;


 


THENCE along a 360.00 foot radius curve to the
right, through a central angle of 52 degrees 07 minutes 50 seconds, an arc distance of 327.55 feet to a point of tangency;


 


THENCE North 37 degrees 01 minutes 50 seconds
East, 387.10 feet to a point of curvature;


 


THENCE along a 480.00 foot radius curve to the
left, through a central angle of 21 degrees 46 minutes 49 seconds, an arc distance of 182.46 feet to a point of reverse curvature;


 


THENCE along a 120.00 foot radius curve to the
right, through a central angle of 66 degrees 50 minutes 29 seconds, an arc distance of 139.99 feet to a point of tangency;


 


THENCE still through the aforesaid Tax Lot 2,
North 82 degrees 05 minutes 30 seconds East 53.22 feet to the aforesaid west side of Saw Mill River Road, said point being South 07 degrees
54 minutes 30 seconds East 532.24 feet measured along said West side of the Saw Mill River Road from the division line between lands now
or formerly of Consolidated Edison Company of New York, Inc. and the aforesaid Tax Lot 2;


 






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THENCE along said West side of the Saw Mill River
Road, South 07 degrees 54 minutes 30 seconds East, 800.05 feet and South 07 degrees 04 minutes 50 seconds East, 692.22 feet to the point
of BEGINNING.


 


NOTE FOR INFORMATION ONLY: Known as Tax Parcel
116.15, Block 1, Lot 2.3


 


PARCEL B:


 


ALL that certain plot, piece or parcel of land,
situate, lying and being in the Town of Mount Pleasant, County of Westchester and State of New York, being designated as Section 116.15,
Block 1, Tax Lot 2.3 of the Tax Records of the Town of Mount Pleasant and as more particularly described as follows:


 


BEGINNING at a point along the West side of the
Saw Mill River Road (New York State Highway No. 52), said point being North 07 degrees 04 minutes 50 seconds West 1190.38 feet measured
along said West side of the Saw Mill River Road from the Northeasterly corner of Parcel 303-2 as shown on "Map of Land to be Acquired
for the Improvement of: Old Saw Mill River Road" prepared by Westchester County Department of Public Works, filed as Map No. 19473
and recorded May 4, 1978;


 


THENCE through the aforesaid Tax Lot 2 the following
courses and distances:


 


South 82 degrees 05 minutes 30 seconds West, 81.27
feet to a point of curvature;


 


THENCE along a 294.00 foot radius curve to the
right, through a central angle of 23 degrees 01 minutes 21 seconds, an arc distance of 118.14 feet to a point of reverse curvature;


 


THENCE along a 280.00 foot radius curve to the
left, through a central angle of 19 degrees 12 minutes 52 seconds, an arc distance of 93.90 feet to a point of reverse curvature;


 


THENCE along a 270.00 foot radius curve to the
right, through a central angle of 41 degrees 53 minutes 41 seconds, an arc distance of 197.42 feet to a point of tangency;


 


THENCE North 52 degrees 12 minutes 20 seconds
West, 9.33 feet to a point of curvature;


 


THENCE along a 445.00 foot radius curve to the
right, through a central angle of 37 degrees 06 minutes 20 seconds, an arc distance of 288.19 feet to a point of tangency;


 


THENCE North 15 degrees 06 minutes 00 seconds
West, 310.50 feet to a point of curvature;


 






    A-12


     


    

 


THENCE along a 360.00 foot radius curve to the
right, through a central angle of 52 degrees 07 minutes 50 seconds, an arc distance of 327.55 feet to a point of tangency;


 


THENCE North 37 degrees 01 minutes 50 seconds
East, 387.10 feet to a point of curvature;


 


THENCE along a 480.00 foot radius curve to the
left, through a central angle of 21 degrees 46 minutes 49 seconds, an arc distance of 182.46 feet to a point of reverse curvature;


 


THENCE along a 120.00 foot radius curve to the
right, through a central angle of 66 degrees 50 minutes 29 seconds, an arc distance of 139.99 feet to a point of tangency;


 


THENCE still through the aforesaid Tax Lot 2,
North 82 degrees 05 minutes 30 seconds East 53.22 feet to the aforesaid west side of Saw Mill River Road, said point being South 07 degrees
54 minutes 30 seconds East 532.24 feet measured along said West side of the Saw Mill River Road from the division line between lands now
or formerly of Consolidated Edison Company of New York, Inc. and the aforesaid Tax Lot 2;


 


THENCE along said West side of the Saw Mill River
Road, South 07 degrees 54 minutes 30 seconds East, 800.05 feet and South 07 degrees 04 minutes 50 seconds East, 692.22 feet to the point
of BEGINNING.


 


NOTE FOR INFORMATION ONLY: Known as Tax Parcel
116.15, Block 1, Lot 2.3


 


TRACT IV:


 


ALL that certain plot, piece or parcel of land,
situate, lying and being in the Town of Mount Pleasant, County of Westchester and State of New York, being designated as Section 116.15,
Block 1, Tax Lots 5 and 6 of the Tax Records of the Town of Mount Pleasant and as more particularly described as follows:


 


BEGINNING at the intersection of the Northerly
boundary line of Saw Mill River Road (State Highway No. 52), also known as Route 9A, as widened, with the Northerly boundary line
of Grasslands Road;


 


THENCE along said Northerly boundary line of Grasslands
Road South 86 degrees 43 minutes 47 seconds, West 34.19 feet to a point of curvature;


 


THENCE Westerly along a 225.00 foot radius curve
deflecting to the right through a central angle of 47 degrees 34 minutes 53 seconds, an arc distance of 185.81 feet to a point on the
Easterly boundary line of Old Saw Mill River Road;


 


THENCE Northerly along the Easterly boundary line
of Old Saw Mill River Road the following courses and distances: North 23 degrees 24 minutes 20 seconds West 18.96 feet;


 






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North 33 degrees 37 minutes 30 seconds West 33.32
feet;


 


North 30 degrees 41 minutes 10 seconds West 79.50
feet to a point;


 


THENCE Northerly on a course connecting the Easterly
boundary line of Old Saw Mill River Road with the Southerly boundary line of a ramp connecting Old Saw Mill River Road with Saw Mill River
Road, North 31 degrees 19 minutes 17 seconds East 52.17 feet to the intersection of a 185 foot radius curve, to which intersection a radial
line bears South 05 degrees 46 minutes 57 seconds West;


 


THENCE Easterly along said Southerly boundary
line of the ramp along said 185.00 foot radius curve deflecting to the left through a central angle of 53 degrees 28 minutes 04 seconds,
an arc distance of 172.64 feet;


 


THENCE continuing along said Southerly boundary
line of the ramp North 42 degrees 18 minutes 53 seconds East 80.44 feet to a point on the aforesaid Westerly boundary line of the Saw
Mill River Road;


 


THENCE Southerly along said Westerly boundary
line of the Saw Mill River Road, South 05 degrees 38 minutes 30 seconds East 277.85 feet and South 06 degrees 07 minutes 00 seconds East
62.61 feet to the point or place of BEGINNING.


 


NOTE FOR INFORMATION ONLY: Known as Tax Parcel
116.15, Block 1, Lots 5 & 6


 


LESS AND EXCEPTING THEREFROM that portion of the
premises taken by Notice of Appropriation dated 10/27/2017 recorded 10/27/2017 in Control No. 572973355 and depicted on Filed Map
No. 29098.


 


The above property has street addresses of:


 


735 Old Saw Mill River Road (Building 5);


 


745 Old Saw Mill River Road (Building 6);


 


755 Old Saw Mill River Road (Building 7);


 


763 Old Saw Mill River Road (Power Station);


 


765 & 777 Old Saw Mill River Road (Buildings 1, 3 and 4);


 


767 Old Saw Mill River Road (Building 2);


 


769 Old Saw Mill River Road;


 


771 Old Saw Mill River Road;


 


785 Old Saw Mill River Road (Building 8);


 


795 Old Saw Mill River Road (Building 9);


 


799 Old Saw Mill River Road (Parking Garage);


 


each in Tarrytown, New York 10591;


 


and


 






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1 Saw Mill River Road (Home Depot), Hawthorne,
New York 10532.


 


Notwithstanding the above legal description, and
solely for purposes of this Lease, the Facility, Site and Leased Property shall be deemed to exclude that portion of the Facility, Site
or Leased Property which is subject to that certain Ground Lease, dated as of March 2, 2022, by and between BA Leasing BSC, LLC,
as lessor, and Eastside Campus Holdings LLC, a New York limited liability company, as lessee, as in effect as of March 3, 2022, and
without giving effect to any amendments to such Ground Lease entered into after March 3, 2022.


 






    A-15