LEASE AGREEMENT







                                               Exhibit 10.73



LEASE

between

CUSHING 2000 TRUST,

as Lessor,

and

LAM RESEARCH CORPORATION,

as Lessee

__________________________________

Dated as of December 6, 2000

__________________________________



 

 

This Lease is subject to a security interest in favor of The Bank of Nova Scotia as agent (the "Agent"),
under a Credit Agreement, dated as of December 6, 2000.  This Lease has been executed in several counterparts. To the extent, if any,
that this Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code of the States of California or New
York, as applicable), no security interest in this Lease may be created through the transfer or possession of any counterpart other
than the original counterpart containing the receipt therefor executed by the Agent on the signature page hereof.



LEASE

BETWEEN

CUSHING 2000 TRUST

AND

LAM RESEARCH CORPORATION

This Lease (this "Lease"), dated as of December 6, 2000, between Cushing
2000 Trust, a Delaware business trust, as lessor ("Lessor"), and Lam Research Corporation, a
Delaware corporation, having its principal office at 4650 Cushing Parkway, Fremont, California 94538, as lessee
("Lessee").

In consideration of the mutual agreements herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



	



	Definitions.  Capitalized terms used but not otherwise defined in this
Lease have the respective meanings specified in Annex A to the Participation Agreement dated as of the date hereof among Lessee,
Lessor, Agent and the Lenders and Holders named therein.


	



	Property.  Subject to the terms and conditions hereinafter set forth, and
contained in the Lease Supplement, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Property more fully
described in Schedule 1 to the Lease Supplement Land and Schedule 1 to the Lease Supplement Improvements. 


	Lease Term.  The Property is leased for the Term, unless extended or
earlier terminated in accordance with the provisions of this Lease.


	Title.  The Property is leased to 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 (including,
without limitation, the Permitted Exceptions) and all applicable Legal Requirements.  Lessee shall in no event have any recourse
against Lessor for any defect in title to the Property except for the failure of Lessor to remove Lessor Liens at the expiration or
earlier termination of this Lease.


	Lease Supplement.  On the Funding Date, Lessee and Lessor shall
each execute and deliver a Lease Supplement Land and a Lease Supplement Improvements for each Property to be leased on such date in
substantially the form of Exhibit A and Exhibit B respectively and thereafter each such Lease Supplement shall incorporate all of the
terms and conditions of this Lease.


	



	Rent.



	On each applicable Payment Date and on any date when this Lease shall terminate, Lessee shall pay Basic Rent
for the Property.


	Basic Rent shall be due and payable in lawful money of the United States and shall be paid by wire transfer of
immediately available funds on the due date therefor to such account or accounts at such bank or banks or to such other Person or in
such other manner as Lessor shall from time to time direct.


	Neither Lessee's inability or failure to take possession of all, or any portion, of the Property when
delivered by Lessor, nor Lessor's inability or failure to deliver all or any portion of the Property to Lessee, whether or not
attributable to any act or omission of Lessee or any act or omission of Lessor, or for any other reason whatsoever, shall delay or
otherwise affect Lessee's obligation to pay Rent in accordance with the terms of this Lease.


	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.


	Supplemental Rent.



	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 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. Lessee shall pay to Lessor as
Supplemental Rent, among other things, on demand, to the extent permitted by applicable Requirements of Law, interest at the
applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue and on
any payment of Supplemental Rent not paid when due or demanded by Lessor for the period from the due date or the date of any such
demand, as the case may be, until the same shall be paid.  The expiration or other termination of Lessee's obligations to pay Basic
Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided
otherwise in this Lease or any other Operative Agreement, in the event of any failure on the part of Lessee to pay and discharge any
Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be
assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental
Rent.


	Lessee shall make a payment of Supplemental Rent equal to the Maximum Residual Guarantee Amount in accordance
with Section 21.1(c).


	Performance on a Non-Business Day. If any payment is required hereunder on
a day that is not a Business Day, then such payment shall be due on the next succeeding Business Day (subject to the definition of
the term "Interest Period").


	Method of Payment.  Each payment of Rent payable by Lessee to Lessor under
this Lease or any other Operative Agreement shall be made by Lessee to Lessor prior to 10:00 a.m. Pacific Time to the Account in
immediately available funds consisting of lawful currency of the United States of America on the date when such payment shall be due.
Payments received after 10:00 a.m. Pacific Time on the date due shall for the purpose of Section 17.1 hereof be deemed received on
such day; provided, however, that for the purposes of the second sentence of Section 3.3(a), such payments shall be deemed
received on the next succeeding Business Day and shall accrue interest at the Overdue Rate as provided in such Section 3.3(a).



	



	Impositions; Utility Charges.  Lessee shall pay, or cause to be paid, all
Impositions and/or the use, occupancy, operation, repair, access, maintenance or operation thereof, and all charges for electricity,
power, gas, oil, water, telephone, sanitary sewer service and all other rents and utilities used in or on the Property during the
Term. Upon Lessor's request made from time to time, Lessee shall provide Lessor with evidence of all such payments referenced in the
foregoing sentence. Unless an Event of Default shall have occurred and be continuing, Lessee shall be entitled to receive any credit
or refund with respect to any Imposition or utility charge paid by Lessee and the amount of any credit or refund received by Lessor
on account of any utility charges paid by Lessee, net of the costs and expenses incurred by Lessor in obtaining such credit or
refund, shall be promptly paid over to Lessee.  If an Event of Default shall have occurred and be continuing, Lessor shall elect to
do any or all of the following: (i) apply any such credit or refund to amounts then due and owing by Lessee hereunder, to the extent
that such action would not adversely affect Lessor's rights and remedies under the Operative Agreements; (ii) hold such credits or
refunds as additional collateral, or (iii) return such amounts to Lessee.  All charges for Impositions or utilities imposed with
respect to the Property for a billing period during which this Lease expires or terminates shall be adjusted and prorated on a daily
basis between Lessor and Lessee, and each party shall pay or reimburse the other for each party's pro rata share
thereof.


	



	Quiet Enjoyment.  Subject to the rights of Lessor contained in this Lease
and the other Operative Agreements, and so long as no Event of Default shall have occurred and be continuing, Lessee shall peaceably
and quietly have, hold and enjoy the Property for the Term, free of any claim or other action by Lessor or anyone rightfully claiming
by, through or under Lessor with respect to any matters arising from and after the Closing Date.  Such right of quiet enjoyment is
independent of, and shall not affect the rights of Lessor (or anyone claiming by, through or under Lessor) otherwise to initiate
legal action to enforce, the obligations of Lessee under this Lease.


	



	Net Lease; No Setoff; Etc.  This Lease shall constitute a net lease and,
notwithstanding any other provision of this Lease, it is intended that Basic Rent and Supplemental Rent shall be paid without
counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any
kind, and Lessee's obligation to pay all such amounts, throughout the Term, is absolute and unconditional. The obligations and
liabilities of Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including, without
limitation, to the maximum extent permitted by law:  (a) any defect in the condition, merchantability, design, construction,
quality or fitness for use of any portion of the Property, or any failure of the Property to comply with all Legal Requirements,
including any inability to occupy or use the Property by reason of such noncompliance; (b) any damage to, abandonment, loss,
contamination of or Release from or destruction of or any requisition or taking of the Property or any part thereof, including
eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Property or any part thereof,
including eviction; (d) any defect in title to or rights to the Property or any Lien on such title or rights or on the Property;
(e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of
or by Participant; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other
like proceedings relating to Lessee, or any Participant, or any action taken with respect to this Lease by any trustee or receiver of
any Participant or any other Person, or by any court, in any such proceeding; (g) any claim that Lessee has or might have
against any Person, including, without limitation any Participants; (h) any failure on the part of Lessor to perform or comply
with any of the terms of this Lease, any other Operative Agreement or of any other agreement; (i) any invalidity,
unenforceability or disaffirmance against or by Lessee of this Lease, or any of the other Operative Agreements, or any provision
hereof or thereof; (j) the impossibility or illegality of performance by Lessee, Lessor or either of them; (k) any action
by any court, administrative agency or other Governmental Authority; (l) any restriction, prevention or curtailment of or any
interference with the construction on or any use of the Property or any part thereof; or (m) any other occurrence whatsoever,
whether similar or dissimilar to the foregoing, whether or not Lessee shall have notice or knowledge of any of the foregoing. This
Lease shall be noncancellable by Lessee for any reason whatsoever except as expressly provided herein, and Lessee, to the extent
permitted by Legal Requirements, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender
this Lease, or to any diminution, abatement or reduction of Rent payable by Lessee hereunder.  If for any reason whatsoever this
Lease shall be terminated in whole or in part by operation of law or otherwise, except as otherwise expressly provided herein, Lessee
shall, unless prohibited by any Requirements of Law, nonetheless pay to Lessor (or, in the case of Supplemental Rent, to whomever
shall be entitled thereto) an amount equal to each Rent payment at the time and in the manner that such payment would have become due
and payable under the terms of this Lease if it had not been terminated in whole or in part, and in such case, so long as such
payments are made and no Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in
effect.  Each payment of Rent made by Lessee hereunder shall be final and, absent manifest error in the computation of the amount
thereof, Lessee shall not seek or have any right to recover all or any part of such payment from Lessor or any Financing Party or any
party to any agreements related thereto for any reason whatsoever.  Lessee assumes the sole responsibility for the condition, use,
operation, maintenance and management of the Property and Lessor shall have no responsibility in respect thereof or any liability for
damage to the property of Lessee or any subtenant of Lessee on any account or for any reason whatsoever.  Nothing in this Article 6
shall relieve Lessor from liability to Lessee arising from the gross negligence or willful misconduct of, or breach of its
obligations by, Lessor hereunder.


	No Termination or Abatement.  Lessee shall remain obligated under this
Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any
action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting any Participant, or any
action with respect to this Lease which may be taken by any trustee, receiver or liquidator of any Participant or by any court with
respect to any Participant, except as otherwise expressly provided herein.  Lessee hereby waives all right (i) to terminate or
surrender this Lease, except as otherwise expressly provided herein, or (ii) to avail itself of any abatement, suspension, deferment,
reduction, setoff, counterclaim or defense with respect to any Rent. Lessee shall remain obligated under this Lease in accordance
with its terms and Lessee hereby waives any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid
strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by all
of the terms and conditions contained in this Lease.


	



	Ownership of the Property.  The parties hereto intend that (a) for
financial accounting purposes with respect to Lessee and any Participants (i) this Lease will be treated as an "operating
lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as amended, (ii) Lessor will be treated as
the owner and lessor of the Property, and (iii) Lessee will be treated as the lessee of the Property, but (a) for federal,
state and local income tax and all other purposes (i) this Lease will be treated as a financing arrangement, (ii) Lessor
and Lenders will be treated as lenders making loans to Lessee in an amount equal to the sum of the Lessor Contribution and the
outstanding principal amount of the Loans, which loans are secured by the Property, and (iii) Lessee will be treated as the
owner of the Property and will be entitled to all tax benefits ordinarily available to an owner of land and improvements like the
Property for such tax purposes.  


	Liens and Security Interests.



	The parties hereto further intend and agree that, for the purpose of securing Lessee's obligations for the
repayment of all sums due under this Lease, including the above-described loans, (i) this Lease shall also be deemed to be a
security agreement, fixture filing,  and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a
real property mortgage or deed of trust, as applicable; (ii) Lessee grants to Lessor a security interest in Lessee's interest in the
Trust Property (defined in subsection 7.2(c) below); (iii) the conveyance provided for in Article 2 shall be deemed a grant of a
security interest in Lessee's beneficial ownership interest in the Property 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and
the other Operative Agreements and Lessor holds title to the Property so as to create and grant a first lien and prior security
interest in the Property (A) pursuant to this Lease for the benefit of Lessor to secure to Lessor the obligations of Lessee under the
Lease and (B) pursuant to the Deed of Trust to secure to Agent the obligations of the Lessor under the Deed of Trust and the Notes;
(iv) the possession by Lessor or any of its agents 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 9-305 of the Uniform Commercial Code; and (v) notifications to Persons holding such
property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee
shall be deemed to have been given for the purpose of perfecting such security interest under applicable law.  In such event, Lessor
shall have all of the rights, powers and remedies of a grantee and a secured party available under applicable law, including, without
limitation, judicial or nonjudicial foreclosure or power of sale, as and to the extent available under applicable law.  The filing of
this Lease (or a memorandum hereof) shall be deemed to constitute the filing of a deed to secure debt and the filing of any financing
statement in connection with this Lease shall be deemed to constitute the filing of a financing statement to perfect the deed to
secure debt and security interests in the Property as aforesaid to secure the payment of all amounts due from time to time from
Lessee to Lessor under this Lease and the other Operative Documents.  If this transaction is treated as a financing, the obligation
arising hereunder shall be with full recourse to Lessee and shall not be treated as recourse only to the Property.  To the fullest
extent permitted by applicable law, Lessor and Lessee intend that the Property (other than the Land) be and remain at all times
personal property regardless of the manner or extent to which any of the Property (other than the Land) may be attached or affixed to
any real property. Except as required by applicable law, Lessee shall not under any circumstances take any action or make any filing
or recording which could cause the Property (other than the Land) to be deemed to be real property or permit any Person to obtain any
interest in the Property (other than the Land) as a result of the Property (other than the Land) being deemed to be in whole or in
part real property.  This Lease secures and shall be security for any and all future advances made by Lessor to Lessee.  Nothing
contained herein shall be deemed an obligation on the part of Lessor to make any further advances.   The parties hereto shall, to the
extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a
security interest in the Property in accordance with this Section 7.2, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee
acknowledges and agrees that neither Lessor nor any Participant has provided nor will provide tax, accounting or legal advice to
Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any
representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee
has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems
appropriate.


	The parties hereto further intend and agree that in the event of any insolvency or receivership proceedings or
a petition under the United States bankruptcy laws or any other applicable insolvency laws or statutes of the United States of
America or any State or Commonwealth thereof affecting any party hereto, the transactions evidenced by this Lease shall be regarded
as loans made by an unrelated third party lender to Lessee.


	Specifically, but without limiting the foregoing or the generality of Section 7.1, Lessee, as trustor, hereby
grants, bargains, sells, warrants, conveys, aliens, remises, releases, assigns, sets over and confirms to Lessor, as beneficiary,
WITH POWER OF SALE, AND RIGHT OF ENTRY AND INSPECTION, all of Lessee's present and future right, title, and interest in and to the
following (collectively, the "Trust Property"):  (i) the Land and the Property and Appurtenant Rights
relating thereto and all proceeds, both cash and noncash thereof; (ii) all easements, rights-of-way, strips and gores of land,
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 Land 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 Land and the 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 articles of personal property of every
kind and nature whatsoever, tangible or intangible, now, heretofore or hereafter acquired with any proceeds of the Advances, and now,
heretofore or hereafter (A) arising out of or related to the ownership of the Property, or (B) located in, on or about the
Property, or (C) used or intended to be used with or in connection with the construction, use, operation or enjoyment of the
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 Property or any portion thereof and providing for or resulting in the payment of money to Lessee for the use
of the Property or any portion thereof, whether the user enjoys the 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 apply such
rental payments and revenues as provided in the Lease and the other Operative Agreements; (v) all right, title and interest of
Lessee to and under all agreements, management contracts, consents, authorizations, certificates and other rights of every kind and
character of any Governmental Authority affecting the Property, to the extent the same are transferable, service contracts, utility
contracts, leases of equipment, documents and agreements relating to the construction of any Improvements (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 Property or
any part thereof and all guaranties and warranties with respect to any of the foregoing (the "Subject
Contracts"); (vi) all right, title and interest of Lessee in any insurance policies or binders now or hereafter relating
to the Property, including any unearned premiums thereon, as further provided in this Lease; (vii) 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 Property by reason of
casualty, condemnation or otherwise as further provided in this Lease; (viii) 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 Property or the purchase, construction or operation thereof; (ix) 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; and (x) all Modifications, extensions, additions, improvements,
betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing, and all property of any nature
constituting proceeds acquired with proceeds of any of the property described hereinabove; all of which foregoing items are hereby
declared and shall be deemed to be a portion of the security for the indebtedness and Advances herein described, a portion of the
above described collateral being located upon the Land.


	



	Condition of the Property.   LESSEE ACKNOWLEDGES AND AGREES THAT IT IS
RENTING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR AND SUBJECT TO (A)
THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR
PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE HEREOF.  NEITHER LESSOR NOR ANY
PARTICIPANT HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED, INCLUDING THE
CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR SHALL BE DEEMED
TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION OR FITNESS FOR USE OF THE
PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER (EXPRESS OR IMPLIED), WITH RESPECT TO
THE PROPERTY (OR ANY PART THEREOF) AND NEITHER LESSOR NOR ANY PARTICIPANT SHALL BE LIABLE FOR ANY LATENT, HIDDEN OR PATENT DEFECT
THEREIN OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT.


	Possession and Use of the Property.  The Property shall be used at all
times in compliance with all applicable municipal, state and federal and other governmental statutes, rules, requirements,
regulations, laws and ordinances, including zoning ordinances and regulations, and covenants, easements and restrictions of record
governing and relating to the use, occupancy or possession of the Property.  Subject to the foregoing, the Property shall be used for
office, manufacturing and research and development purposes.  Lessee shall pay, or cause to be paid, all charges and costs required
in connection with the use of the Property. Lessee shall not commit or permit any waste of the Property or any part
thereof.


	



	Compliance with Legal Requirements and Insurance Requirements.  Subject to
the terms of Article 13 relating to permitted contests, Lessee, at its sole cost and expense, shall (a) comply with all Legal
Requirements (including all Environmental Laws) and Insurance Requirements relating to the Property, including the use, construction,
operation, maintenance, repair and restoration thereof, whether or not compliance therewith shall require structural or extraordinary
changes in the Improvements or interfere with the use and enjoyment of the Property, and (b) procure, maintain and comply in all
material respects with all licenses, permits, orders, approvals, consents and other authorizations required for the construction,
renovation, use, maintenance and operation of the Property and for the use, operation, maintenance, repair and restoration of the
Improvements.


	



	Maintenance and Repair; Return.



	Lessee, at its sole cost and expense, shall maintain the Property in good condition (ordinary wear and tear
excepted) and make all necessary repairs thereto, of every kind and nature whatsoever, whether interior or exterior, ordinary or
extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by all Legal Requirements and
Insurance Requirements and on a basis reasonably consistent with the operation and maintenance of commercial properties comparable in
type and location to the Property subject, however, to the provisions of Article 15 with respect to Condemnation and
Casualty.


	Under no circumstances shall Lessor itself be required to build any Improvements on the Property, make any
repairs, replacements, alterations or renewals of any nature or description to the Property, make any expenditure whatsoever in
connection with this Lease or maintain the Property in any way.  Lessor shall not be required to maintain, repair or rebuild all or
any part of the Property, and Lessee waives the right to (i) require Lessor to maintain, repair or rebuild all or any part of the
Property, or (ii) make repairs at the expense of Lessor pursuant to any Legal Requirement, Insurance Requirement, contract,
agreement, covenants, condition or restriction at any time in effect.


	Lessee shall, upon the expiration or earlier termination of the Term with respect to the Property not
including a purchase thereof by Lessee, vacate, surrender and transfer the Property to Lessor or, at Lessor's request, the
independent purchaser thereof, at Lessee's own expense, free and clear of all tenancies, free and clear of all Liens other than
Permitted Liens and Lessor Liens, in as good condition as it was on the Closing Date, ordinary wear and tear excepted, and in
compliance with all Legal Requirements and the other requirements of this Lease (and in any event without (x) any asbestos installed
or maintained in any part of the Property, (y) any polychlorinated biphenyls (PCBs) in, on or used, stored or located at the
Property, and (z) any other Hazardous Substances). Lessee shall cooperate with any independent purchaser of the Property in order to
facilitate the ownership or leasing and operation by such purchaser of the Property after such expiration or earlier termination of
the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Property and all
data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of
the Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities.
Lessee shall have also paid the total cost for the completion of all Modifications commenced prior to such expiration or earlier
termination of the Term. The obligation of Lessee under this Section 10.1(c) shall survive the expiration or termination of this
Lease.


	If any component of the Property becomes worn out, lost, destroyed, damaged beyond repair or otherwise
permanently rendered unfit for use, Lessee, at its own expense, within a reasonable time will replace such component with a
replacement component which is free and clear of all Liens (other than Permitted Liens and Lessor Liens) and has a value, utility and
useful life at least equal to the component replaced (assuming the component replaced had been maintained and repaired in accordance
with the requirements of this Lease).  All components which are added to the Property shall immediately become the property of (and
title thereto shall vest in) Lessor and shall be deemed incorporated in the Property and subject to the terms of this Lease as if
originally leased hereunder.


	Right of Inspection.  Lessor or Agent may, each not more than twice each
year unless an Event of Default exists, at reasonable times, and with reasonable prior written notice and in a manner which minimizes
the disruption of Lessee's use of the Property, enter upon, inspect and examine at its own cost and expense (unless an Event of
Default exists, in which case the out-of-pocket costs and expenses of such parties shall be paid by Lessee), the Property.  Lessee
shall furnish to Lessor statements, no more than once per year, accurate in all material respects, regarding the condition and state
of repair of the Property.  Lessor shall have no duty to make any such inspection or inquiry and shall not incur any liability or
obligation by reason of not making any such inspection or inquiry.


	Environmental Inspection.  Upon surrender of possession of the Property,
or not more than one hundred twenty (120) days nor less than thirty (30) days prior to the Expiration Date or earlier termination of
the Term (unless Lessee has previously irrevocably exercised the Purchase Option or Maturity Date Purchase Option), Lessee shall, at
its sole cost and expense, provide to Lessor a report by an environmental consultant selected by Lessee and reasonably satisfactory
to Lessor certifying that there has been no Release at, on or from the Property and Hazardous Substances have not at any time during
the Term been generated, used, treated or stored on, transported to or from, or deposited at or on the Property other than (a) as
necessary to use, operate, maintain, repair and restore the Property and (b) in full compliance with all Environmental Laws, and no
portion of the Property has been used for such purposes other than in full compliance with all Environmental Laws.  If such is not
the case, the report shall set forth a remedial response plan relating to the Property (which remedial response plan, if required by
any Environmental Law or Governmental Authority, shall be approved by the appropriate Governmental Authority).  Such remedial
response plan shall include, if relevant, but shall not be limited to, plans for full response, remediation, removal or other
corrective action, and the protection, or mitigative action associated with the protection, of natural resources including wildlife,
aquatic species and vegetation associated with the Property, as required by all applicable Environmental Laws. If such report
includes a remedial response plan, Lessee shall promptly deposit funds in escrow with Lessor sufficient to ensure the full execution
and implementation of such plan.


	



	Modifications, Substitutions and Replacements.



	So long as no Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at
any time and from time to time make alterations, renovations, improvements and additions to the Property or any part thereof
(collectively, "Modifications"); provided, that: (i) except for any Modification required to be made
pursuant to a Legal Requirement or an Insurance Requirement, no Modification, individually, or when aggregated with any (A) other
Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall impair the value of the Property or the
utility or useful life of the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be
performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (including all
Environmental Laws) and all Insurance Requirements applicable to the Modification, including the obtaining of all permits and
certificates of occupancy, and the structural integrity of the Property shall not be adversely affected; (iv) Lessee shall maintain
or cause to be maintained builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of
Article 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to
the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of the
Property; and (vii) the Improvements shall not be demolished in total in the making of the Modification.  All Modifications (other
than those that may be readily removed without impairing the value, utility or remaining useful life of the Property) shall remain
part of the Improvements and shall be subject to this Lease, and title thereto shall immediately vest in Lessor. So long as no Event
of Default has occurred and is continuing, Lessee may place upon the Property any inventory, trade fixtures, machinery, equipment or
other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease;
provided that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not
materially impair the value, utility or remaining useful life of the Property.


	Lessee shall notify Lessor of the undertaking of any construction, repairs or alterations to the Property the
cost of which is anticipated to exceed $1,000,000. Prior to undertaking any such construction or alterations, Lessee shall deliver to
Lessor (i) a brief narrative of the work to be done and a copy of the plans and specifications relating to such work; and (ii) an
Officer's Certificate stating that such work when completed will not impair the value, utility or remaining useful life of the
Property.  Lessor, by itself or its agents, shall have the right, but not the obligation, from time to time to inspect such
construction to ensure that the same is completed consistent with such plans and specifications.


	Lessee shall not, without the consent of Lessor, undertake any construction or alterations to the Property if
such construction or alterations cannot, in the reasonable judgement of Lessor, be completed on or prior to the date that is one
hundred eighty (180) days prior to the Expiration Date.


	



	Warranty of Title.



	Lessee agrees that, except as otherwise provided herein and subject to the terms of Article 13 relating to
permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost
and expense, any Lien, defect, attachment, levy, title retention agreement or claim, other than a Lessor Lien, upon the Property or
any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by the Agent
pursuant to the Credit Agreement or the Pledge Agreement, other than with respect to the Property only, Permitted Liens. Lessee shall
promptly notify Lessor in the event it receives actual knowledge that a Lien (other than a Permitted Lien) exists with respect to the
Property or that a Lien exists with respect to the Rent or the Collateral.


	Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, expressed
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 or demolition of or to the Property or any
part thereof. NOTICE IS HEREBY GIVEN THAT NEITHER LESSOR NOR ANY PARTICIPANT IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR
MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PROPERTY OR ANY PART THEREOF THROUGH OR UNDER 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 IN AND
TO THE PROPERTY.


	Grants and Releases of Easements.  Provided that no Event of Default shall
have occurred and be continuing and subject to the provisions of Articles 8, 9, 10 and 11, Lessor hereby consents to the following
actions by Lessee, in the name and stead of Lessor, but at Lessee's sole cost and expense: (a) the granting of easements, licenses,
rights-of-way and other rights and privileges in the nature of easements and incurring of other obligations of Lessee reasonably
necessary or desirable for the development, construction, use, repair, renovation or maintenance of the Property as herein provided;
(b) the release of existing easements or other rights in the nature of easements which are for the benefit of the Property or
adjacent properties (owned by Lessee); (c) the dedication or transfer of unimproved portions of the Property for road, highway or
other public purposes; (d) the execution of petitions to have the Property annexed to any municipal corporation or utility district;
and (e) the execution of amendments to any covenants and restrictions affecting the Property; provided, that in each case
Lessee shall have delivered to Lessor an Officer's Certificate stating that: (i) such grant, release, dedication or transfer does not
materially impair the value, utility or remaining useful life of the Property, (ii) such grant, release, dedication or transfer is
necessary in connection with the construction, use, maintenance, alteration, renovation or improvement of the Property or adjacent
properties (owned or leased by Lessee), (iii) Lessee shall remain obligated under this Lease and under any instrument executed by
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 or transfer, had not been effected, and (iv) Lessee shall pay and perform
any obligations of Lessor under such grant, release, dedication or transfer. 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 Lessee, and at Lessee's
sole cost and expense, promptly execute and deliver any instruments necessary or appropriate to confirm any such grant, release,
dedication or transfer to any Person permitted under this Section 12.2.


	



	Permitted Contests Other Than in Respect of Impositions.  Except to the
extent otherwise provided for in Section 12.2(f) of the Participation Agreement, Lessee, on its own or on Lessor's behalf but at
Lessee's sole cost and expense, may contest, by appropriate administrative or judicial proceedings conducted in good faith and with
due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, Imposition, or utility charges
payable pursuant to Section 4.1, or any Lien, attachment, levy, encumbrance or encroachment, and Lessor agrees not to pay, settle or
otherwise compromise any such item, provided that (a) the commencement and continuation of such proceedings shall not suspend the
collection thereof from, nor suspend the enforcement thereof against, the Property, the Rent, the Collateral, or Participants; (b)
there shall be no risk of the imposition of a Lien (other than a Permitted Lien) on the Property, or any Lien on any Rent or the
Collateral, and no part of the Property nor any Rent nor any of the Collateral would be in any danger of being sold, forfeited, lost
or deferred; (c) at no time during the permitted contest shall there be a risk of the imposition of criminal liability or civil
liability on Lessor or any Participant for failure to comply therewith; and (d) in the event that, at any time, there shall be a
material risk of extending the application of such item beyond the Expiration Date, then Lessee shall deliver to Lessor an Officer's
Certificate certifying as to the matters set forth in clauses (a), (b) and (c) of this Section 13.1.  Lessor, at Lessee's sole cost
and expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in connection
with any such contest and, if reasonably requested by Lessee, shall join as a party therein at Lessee's sole cost and
expense.


	



	Public Liability and Workers' Compensation Insurance.  During the Term,
Lessee shall procure and carry, at Lessee's sole cost and expense, commercial general liability insurance for claims for injuries or
death sustained by persons or damage to property while on the Property. Such insurance shall be on terms and in amounts that are no
less favorable than insurance maintained by owners of similar properties, that are in accordance with normal industry practice. The
policy shall be endorsed to name the Participants as additional insureds. The policy shall also specifically provide that the policy
shall be considered primary insurance which shall apply to any loss or claim before any contribution by any insurance which the
Participants may have in force. Lessee shall, in the operation of the Property, comply with the applicable workers' compensation laws
and protect the Participants against any liability under such laws.


	Hazard and Other Insurance.



	During the Term, Lessee shall keep the Property insured against loss or damage by fire, earthquake and other
risks on terms and in amounts that are no less favorable than insurance maintained by owners of similar properties, that are in
accordance with normal industry practice, and are in amounts at least equal to the Lease Balance and in the case of earthquake
coverage, with a deductible which is commercially reasonable for the geographical location of the property.  So long as no Event of
Default exists, any loss payable under the insurance policy required by this Section 14.2 will be paid to and adjusted solely by
Lessee, subject to Article 15.  So long as no Event of Default exists, any loss payable under any title insurance policy covering the
Property will be paid to and adjusted solely by Lessee, subject to Article 15.


	If at any time during the Term the area in which the Property is located is designated a "flood-
prone" area pursuant to the Flood Disaster Protection Act of 1973 or any amendments or supplements thereto, then Lessee shall
comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as may be amended. In
addition, Lessee will fully comply with the requirements of the National Flood Insurance Act of 1968 and the Flood Disaster
Protection Act of 1973, as each may be amended from time to time, and with any other Legal Requirement concerning flood insurance to
the extent that it applies to the Property.


	Coverage.



	Lessee shall furnish Lessor and Agent with certificates showing the insurance required under Sections 14.1 and
14.2 to be in effect and naming Lessor as loss payee with respect to property insurance and the Participants as additional insureds
with respect to liability insurance and showing the mortgagee endorsement required by Section 14.3(c).  All such insurance may be
maintained under blanket policies and shall be at the cost and expense of Lessee and provided by nationally recognized, financially
sound insurance companies having a rating by A.M. Best's Key Rating Guide of at least an A and a Financial Performance Rating of at
least VIII.  Such certificates shall include a provision in which the insurer agrees to provide thirty (30) days' advance written
notice by the insurer to Lessor (on behalf of the beneficiaries of such insurance coverage) in the event of cancellation or material
alteration of such insurance.  If an Event of Default has occurred and is continuing and Lessor so requests, Lessee shall deliver to
Lessor copies of all insurance policies required by this Lease.


	Lessee agrees that the insurance policy or policies required by this Lease shall include an appropriate clause
pursuant to which such policy shall provide that it will not be invalidated should Lessee waive, in writing, prior to a loss, any or
all rights of recovery against any party for losses covered by such policy. Lessee hereby waives any and all such rights against the
Participants to the extent of payments made under such policies.


	All insurance policies required by Section 14.2 shall include a "New York" or standard form
mortgagee endorsement in favor of Lessor and the Agent.


	None of the Participants shall carry separate insurance concurrent in kind or form or contributing in the
event of loss with any insurance required under this Lease except that the same may carry separate liability insurance so long as (i)
Lessee's insurance is designated as primary and in no event excess or contributory to any insurance such party may have in force
which would apply to a loss covered under Lessee's policy and (ii) each such insurance policy will not cause Lessee's insurance
required under this Lease to be subject to a coinsurance exception of any kind.


	Lessee shall pay as they become due all premiums for the insurance required by this Lease, shall renew or
replace each policy prior to the expiration date thereof, shall promptly deliver to Lessor and Agent certificates for renewal and
replacement policies, and otherwise maintain the coverage required by this Lease without any lapse in coverage. 


	



	Casualty and Condemnation.



	Subject to the provisions of this Article 15 and Article 16 (in the event Lessee delivers, or is obligated to
deliver, a Termination Notice), and prior to the occurrence and continuation of an Event of Default, Lessee shall be entitled to
receive (and Lessor hereby irrevocably assigns to Lessee all of Lessor's right, title and interest during such time in) any award,
compensation or insurance proceeds to which Lessee or Lessor may become entitled by reason of their respective interests in the
Property (i) if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use,
access, occupancy, easement rights or title to the Property or any part thereof is the subject of a Condemnation; provided,
however, if a Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid
directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor; and
provided, further, that in the event of any Casualty or Condemnation, the estimated cost of restoration of which is in
excess of $3,000,000, any such award, compensation or insurance proceeds shall be paid directly to Lessor, or if received by Lessee,
shall be held in trust for Lessor and shall be paid over by Lessee to Lessor, subject to disbursement in full to Lessee in accordance
with Section 15.1(d) or (e), as applicable.  


	So long as no Event of Default has occurred and is continuing, Lessee may appear in any proceeding or action
to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty
or Condemnation and shall pay all expenses thereof; provided that if the estimated cost of restoration of the Property or the
payment on account of such title defect is in excess of $3,000,000, then Lessor shall be entitled to participate in any such
proceeding or action. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate
in any such proceeding, action, negotiation, prosecution or adjustment.  Lessor and Lessee agree that this Lease shall control the
rights of Lessor, Participants and Lessee in and to any such award, compensation or insurance payment.


	If Lessor or Lessee shall receive notice of a Casualty or a possible Condemnation of the Property or any
interest therein, then Lessor or Lessee, as the case may be, shall give notice thereof to the other and to the Agent promptly after
the receipt of such notice.


	In the event of a Casualty or receipt of notice by Lessee or Lessor of a Condemnation, Lessee shall, not later
than thirty (30) days after such occurrence, deliver to Lessor and to the Agent an Officer's Certificate stating that either (i) (x)
such Casualty is not a Significant Casualty or (y) such Condemnation is neither a Total Condemnation nor a Significant Condemnation
and that this Lease shall remain in full force and effect with respect to the Property and, at Lessee's sole cost and expense, Lessee
shall promptly and diligently restore the Property in accordance with the terms of Section 15.1(e) or (ii) this Lease shall terminate
with respect to the Property in accordance with Section 16.1.


	If pursuant to Section 15.1(d), this Lease shall continue in full force and effect following a Casualty or
Condemnation with respect to the Property, then Lessee shall, at its sole cost and expense, promptly and diligently repair any damage
to the Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1 using the as-
built plans and specifications for the Property (as modified to give effect to any subsequent Modifications, any Condemnation
affecting the Property and all applicable Legal Requirements) so as to restore the Property to the same condition, operation,
function and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the Property shall remain
with Lessor.


	In no event shall a Casualty or Condemnation with respect to which this Lease remains in full force and effect
under this Section 15.1 affect Lessee's obligations to pay Rent pursuant to Section 3.1.


	Notwithstanding anything to the contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term a
Casualty occurs with respect to the Property or Lessee receives notice of a Condemnation with respect to the Property, and following
such Casualty or Condemnation, the Property cannot reasonably be restored on or before the date which is one hundred eighty (180)
days prior to the Maturity Date to substantially the same condition as existed immediately prior to such Casualty or Condemnation or
before such day the Property is not in fact so restored, then Lessee shall exercise its Purchase Option with respect to the Property
on the next Payment Date or irrevocably agree in writing to exercise the Maturity Date Purchase Option with respect to the Property,
and in either such event such remaining Casualty or Condemnation proceeds shall be paid to Lessor, which shall pay such funds to
Lessee upon the closing of the purchase of the Property on the Maturity Date.


	Environmental Matters.  Promptly upon Lessee's actual knowledge of the
presence of Hazardous Substances in any portion of the Property in concentrations and conditions that constitute an Environmental
Violation, Lessee shall notify Lessor and Agent in writing of such condition. In the event of such Environmental Violation, Lessee
shall, not later than thirty (30) days after Lessee has actual knowledge of such Environmental Violation, either deliver to Lessor
and Agent an Officer's Certificate and a Termination Notice with respect to the Property pursuant to Section 16.1, if applicable, or,
at Lessee's sole cost and expense, promptly and diligently undertake any response, clean up, remedial or other action necessary to
remove, cleanup or remediate the Environmental Violation in accordance with the terms of Section 9.1. If Lessee does not deliver a
Termination Notice with respect to the Property pursuant to Section 16.1, Lessee shall, upon completion of remedial action by Lessee,
cause to be prepared by an environmental consultant reasonably acceptable to Lessor and Agent a report describing the Environmental
Violation and the actions taken by Lessee (or its agents) in response to such Environmental Violation, and a statement by the
consultant that the Environmental Violation has been remedied in full compliance with applicable Environmental Laws.


	Notice of Environmental Matters.  Promptly, but in any event within five
(5) Business Days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor and Agent written notice of any
material pending or threatened claim, action or proceeding involving any Environmental Law or any Release on or in connection with
the Property.  All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee's
proposed response thereto.  In addition, Lessee shall provide to Lessor and Agent, within five (5) Business Days after receipt,
copies of all written communications with any Governmental Authority relating to any Environmental Violation in connection with the
Property. Lessee shall also promptly provide such detailed reports of any such environmental claims as reasonably may be requested by
Lessor or Agent.


	



	Termination upon Certain Events.



	If: (i) Lessor or Lessee shall have received notice of a Total Condemnation; or (ii) Lessee or Lessor shall
have received notice of a Condemnation, and Lessee shall have delivered to Lessor and Agent an Officer's Certificate that such
Condemnation is a Significant Condemnation; or (iii) a Casualty occurs, and Lessee shall have delivered to Lessor and Agent an
Officer's Certificate that such Casualty is a Significant Casualty; or (iv) an Environmental Violation occurs or is discovered and
Lessee shall have delivered to Lessor and Agent an Officer's Certificate stating that, in the reasonable, good-faith judgment of
Lessee, the cost to remediate the same will exceed $3,000,000; then Lessee shall, within thirty (30) days after Lessee receives
notice of a Total Condemnation pursuant to the preceding clause (i), or simultaneously with the delivery of the Officer's Certificate
pursuant to the preceding clause (ii), (iii) or (iv), deliver a notice of termination of this Lease to Lessor and Agent in the form
described in Section 16.2(a) (a "Termination Notice").


	Procedures.



	A Termination Notice shall contain: (i) notice of termination of this Lease on a date not more than thirty
(30) days after Lessor's receipt of such Termination Notice (the "Termination Date"); (ii) a binding and
irrevocable agreement of Lessee to pay the Termination Value and purchase the Property on such Termination Date; and (iii) the
Officer's Certificate described in Section 16.1.


	On the Termination Date, Lessee shall pay to Lessor the Termination Value for the Property, plus all amounts
owing in respect of Rent for such Property (including Supplemental Rent) theretofore accruing and Lessor shall convey the Property to
Lessee (or Lessee's designee) all in accordance with Section 19.1.


	



	Events of Default.  If any one or more of the following events (each an
"Event of Default") shall occur:



	Lessee shall fail to make payment of (i) any Basic Rent within three (3) days after the same has become due
and payable, (ii) the Maximum Residual Guarantee Amount, Purchase Option Price or Termination Value after the same has become due and
payable or (iii) any Supplemental Rent other than as provided in clause (ii) within three (3) days after receipt of notice thereof;
or


	Lessee shall fail to maintain insurance as required by Article 14 of this Lease; or


	Lessee shall fail to observe or perform any term, covenant or condition of Lessee under this Lease, the
Participation Agreement or any other Operative Agreement to which it is a party (specifically including without limitation, that
affirmative covenant of Lessee set forth in Section 9.3(f) of the Participation Agreement, but other than those set forth in Section
17.1(a) or (b), hereof) which failure, if capable of cure, continues for thirty (30) days after written notice thereof to Lessee by
Lessor (provided that, in the event such cure cannot be reasonably completed within such 30-day period, then Lessee shall have
such additional time as shall be reasonably necessary, so long as Lessee commences such cure within such 30-day period and diligently
thereafter prosecutes same to completion) or any representation or warranty by Lessee set forth in this Lease or in any other
Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial
or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material way when made or deemed
made; or


	Lessee shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a
petition under the United States bankruptcy laws or any other applicable insolvency law or statute of the United States of America or
any State or Commonwealth thereof, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment
of a receiver of itself or the whole or any substantial part of its property, (v) fail to cause the discharge of any custodian,
trustee or receiver appointed for Lessee or the whole or a substantial part of its property within sixty (60) days after such
appointment, or (vi) file a petition or answer seeking or consenting to reorganization under the United States bankruptcy laws or any
other applicable insolvency law or statute of the United States of America or any State or Commonwealth thereof; or


	insolvency proceedings or a petition under the United States bankruptcy laws or any other applicable
insolvency law or statute of the United States of America or any State or Commonwealth thereof shall be filed against Lessee and not
dismissed within sixty (60) days from the date of its filing, or a court of competent jurisdiction shall enter an order or decree
appointing, without the consent of Lessee, a receiver of Lessee or the whole or a substantial part of its property, and such order or
decree shall not be vacated or set aside within sixty (60) days from the date of the entry thereof; or


	Lessee shall fail to (i) provide the Pledged Collateral in accordance with the terms of the Operative
Agreements, or (ii) replenish the Pledged Collateral as required by the terms of the Operative Agreements; or 


	there shall be entered against Lessee or any Subsidiary one or more judgments or decrees in an aggregate
amount at any one time outstanding in excess of $10,000,000, and such judgments or decrees shall not have been satisfied, vacated,
discharged, or stayed or bonded pending appeal within sixty (60) days from entry thereof; or 


	with respect to any Plan (other than a Multiemployer Plan) as to which Lessee or any ERISA Affiliate of Lessee
may have any liability, there shall exist, for a period of thirty (30) days, a deficiency which is material to the consolidated
financial condition of Lessee and its Subsidiaries in the Plan assets available to satisfy the benefits guaranteeable under ERISA
with respect to such Plan, and (i) steps are undertaken to terminate such Plan, (ii) such Plan is terminated, or (iii) any Reportable
Event which presents a material risk of termination with respect to such Plan shall occur; or


	Lessee or any of its Subsidiaries (i) shall default in the payment beyond any applicable grace period, whether
at stated maturity or otherwise, of principal, interest or rent in respect of Indebtedness in excess of $10,000,000, including,
without limitation, the Credit Facility and the Subordinated Notes; or (ii) shall fail to perform or observe any other condition or
covenant, such that an event of default shall occur or exist, under any agreement or instrument relating to any such Indebtedness;
or


	Any Operative Agreement shall cease to be in full force and effect or Lessee or any Person acting by or on
behalf of Lessee shall deny or disaffirm its obligations thereunder or contest the validity of any Operative Agreement or any Lien
granted thereunder in any respect, either directly or indirectly; or 


	(i) any Person or two (2) or more Persons acting in concert shall have acquired beneficial ownership (within
the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of voting stock of Lessee (or other securities convertible into such voting stock) representing greater than fifty
percent (50%) of the combined voting power of all voting stock of Lessee; or (ii) the first day on which a majority of the members of
the board of directors of Lessee are not Continuing Directors. A "Continuing Director" shall mean any director who is
either (A) a member of such board of directors on the Closing Date or (B) nominated or elected to such board of directors with the
approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election; or
(iii) any Person or two (2) or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered
into a contract or arrangement that, upon consummation, will result in its or their acquisition of, the power to exercise, directly
or indirectly, a controlling influence over the management or policies of Lessee, or control over voting stock of Lessee (or other
securities convertible into such securities) representing more than forty-nine percent (49%) of the combined voting power of all
voting stock of Lessee;

then, in any such event, Lessor may, in addition to the other rights and remedies provided for in this Article 17
and in Section 18.1, terminate this Lease by giving Lessee three (3) Business Days' notice of such termination, and this Lease shall
terminate. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on
behalf of Lessor, including fees and expenses of counsel, as a result of any Event of Default hereunder.  A POWER OF SALE HAS BEEN
GRANTED IN THIS LEASE.  A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTY AND SELL THE PROPERTY WITHOUT GOING TO COURT IN A
FORECLOSURE ACTION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT.


	Final Liquidated Damages.  If an Event of Default shall have occurred and
be continuing, Lessor shall have the right to recover, by demand to Lessee and at Lessor's election, and Lessee shall pay to Lessor,
exclusive of the indemnities payable under Section 11 of the Participation Agreement, and in lieu of all damages beyond the date of
such demand, the sum of (a) the Termination Value, plus (b) all other amounts owing in respect of Rent and Supplemental Rent
theretofore accruing under this Lease.  Upon payment of the amount specified pursuant to the first sentence of this Section 17.2,
Lessee shall be entitled to receive from Lessor, at Lessee's request and cost, an assignment of Lessor's right, title and interest in
the Property, the Improvements, the Fixtures and the Modifications, in each case in recordable form and otherwise in conformity with
local custom and free and clear of any Lessor Liens.  The Property shall be conveyed to Lessee (or Lessee's designee) "AS
IS" and in its then present physical condition. If any statute or rule of law shall limit the amount of such final liquidated
damages to less than the amount agreed upon, Lessor shall be entitled to the maximum amount allowable under such statute or rule of
law; provided that Lessee shall not be entitled to receive an assignment of Lessor's interest in the Property, the
Improvements, the Fixtures and the Modifications unless Lessee shall have paid in full the Termination Value of the Property and all
such Rent and Supplemental Rent.


	Lease Remedies.  Lessor and Lessee intend that for commercial law and
bankruptcy law purposes, this Lease will be treated as a financing arrangement, as set forth in Article 7.  If, as a result of
applicable state law, which cannot be waived, this Lease is deemed to be a lease of the Property, rather than a financing
arrangement, and Lessor is unable to enforce the remedies set forth in Section 17.2, the following remedies shall be available to
Lessor:



	Surrender of Possession.  If an Event of Default shall have occurred and be continuing, and whether or
not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall, upon thirty (30) days' written notice, surrender to
Lessor possession of the Property and Lessee shall quit the same. Lessor may enter upon and repossess the Property by such means as
are available at law or in equity, and may remove Lessee and all other Persons and any and all personal property and Lessee's
equipment and personalty and severable Modifications from the Property. Lessor shall have no liability by reason of any such entry,
repossession or removal performed in accordance with applicable law.


	Reletting.  If an Event of Default shall have occurred and be continuing, and whether or not this Lease
shall have been terminated pursuant to Section 17.1, Lessor may, but shall be under no obligation to, relet all, or any portion, of
the Property, for the account of Lessee or otherwise, for such term or terms (which may be greater or less than the period which
would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) and for
such purposes as Lessor may reasonably determine, and Lessor may collect, receive and retain the rents resulting from such reletting
which rents shall be applied against amounts owing by Lessee. Lessor shall not be liable to Lessee for any failure to relet the
Property or for any failure to collect any rent due upon such reletting.


	Damages.  None of (i) the termination of this Lease pursuant to Section 17.1; (ii) the repossession of
the Property; or (iii) except to the extent required by applicable law, the failure of Lessor to relet all, or any portion, of the
Property, the reletting of all or any portion thereof, nor the failure of Lessor to collect or receive any rentals due upon any such
reletting shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination,
repossession or reletting. If any Event of Default shall have occurred and be continuing and notwithstanding any termination of this
Lease pursuant to Section 17.1, Lessee shall forthwith pay to Lessor all Basic Rent and other sums due and payable hereunder or under
the Operative Agreements to and including the date of such termination.  Thereafter, on the days on which the Basic Rent or
Supplemental Rent, as applicable, are payable under this Lease or would have been payable under this Lease if the same had not been
terminated pursuant to Section 17.1 and until the end of the Term or what would have been the Term in the absence of such
termination, Lessee shall pay Lessor, as current liquidated damages (it being agreed that it would be impossible accurately to
determine actual damages) an amount equal to the Basic Rent and Supplemental Rent that are payable under this Lease or under the
Operative Agreements or would have been payable by Lessee hereunder or under the Operative Agreements if this Lease had not been
terminated pursuant to Section 17.1, less the net proceeds, if any, which are actually received by Lessor with respect to the period
in question of any reletting of the Property or any portion thereof; provided that Lessee's obligation to make payments of
Basic Rent and Supplemental Rent under this Section 17.3(c) shall continue only so long as Lessor shall not have received the amounts
specified in Section 17.2 or Section 17.3(d). In calculating the amount of such net proceeds from reletting, there shall be deducted
all of any Participants' reasonable expenses in connection therewith, including repossession costs, brokerage commissions, fees and
expenses for counsel and any necessary repair or alteration costs and expenses reasonably incurred in preparation for such reletting.
To the extent Lessor receives any damages pursuant to this Section 17.3(c), such amounts shall be regarded as amounts paid on account
of Rent.


	Acceleration of Rent.  If an Event of Default shall have occurred and be continuing, and this Lease
shall not have been terminated pursuant to Section 17.1, and whether or not Lessor shall have collected any current liquidated
damages pursuant to Section 17.3(c), Lessor may upon written notice to Lessee accelerate all payments of Basic Rent due hereunder
and, upon such acceleration, Lessee shall immediately pay Lessor, as and for final liquidated damages and in lieu of all current
liquidated damages on account of such Event of Default beyond the date of such acceleration (it being agreed that it would be
impossible accurately to determine actual damages) an amount equal to the sum of (i) all Basic Rent (assuming interest at a rate per
annum equal to the Overdue Rate and including any charges for funding losses), as applicable, due from the date of such acceleration
until the end of the Term, plus (ii) the Maximum Residual Guarantee Amount that would be payable under Section 21.1(c) assuming the
proceeds of the sale pursuant to such Section 21.1(c) are equal to zero, which sum is then discounted to present value at a rate
equal to the rate then being paid on United States treasury securities with maturities corresponding to the then remaining Term.
Following payment of such amount by Lessee, Lessee will be permitted to stay in possession of the Property for the remainder of the
Term, subject to the terms and conditions of this Lease, including the obligation to pay Supplemental Rent, provided that no further
Event of Default shall occur and be continuing, following which Lessor shall have all the rights and remedies set forth in this
Article 17 (but not including those set forth in this Section 17.3). If any statute or rule of law shall limit the amount of
such final liquidated damages to less than the amount agreed upon, Lessor shall be entitled to the maximum amount allowable under
such statute or rule of law.


	Subletting of the Property.  In addition to the other rights and remedies set forth herein, Lessor
shall have the right to continue this Lease in effect and, as permitted by Section 1951.4 of the California Civil Code, to enforce,
by suit or otherwise, all covenants and conditions hereof to be performed or complied with by Lessee and exercise all of Lessor's
rights and remedies under this Lease, including, without limitation, the right to recover Basic Rent and Supplemental Rent from
Lessee as it becomes due under this Lease, even though Lessee shall have breached this Lease and abandoned the Property.  Acts of
maintenance or preservation, or efforts by Lessor or on Lessor's behalf to relet the Property, or the appointment of a receiver upon
the initiative of Lessor to protect Lessor's interest under this Lease shall not constitute a termination of Lessee's right to
possession of the Property; provided, however, that the foregoing enumeration shall not be construed as in any way limiting
the actions Lessor may take without terminating Lessee's right to possession.  In furtherance of the rights hereby granted to Lessor,
and to the extent, permitted by law, Lessee hereby appoints Lessor its agent and attorney-in-fact, which appointment shall be deemed
to be coupled with an interest and is irrevocable, with power of substitution, to enter the Property upon an Event of Default
hereunder and remove therefrom all persons and property (with the right to store such property on the Property in a public warehouse
or elsewhere at the cost and risk and for the account of Lessee) and to alter the Property in such manner as Lessor may deem
necessary or advisable so as to put the Property in good order and to make the same rentable and from time to time sublet the
Property or any part thereof for such term or terms whether or not extending beyond the then current term of this Lease (but such
sublease may provide for a new and successive lease to commence immediately upon the termination of this Lease), at such rentals and
upon such other terms as Lessor in its sole discretion may deem advisable, and with the right to make alterations and repairs to the
Property; and Lessee agrees to pay to Lessor on demand all reasonable expenses incurred by Lessor in such subletting, and in
altering, repairing and putting the Property in good order and condition, and in reletting the same, including fees of attorneys and
architects, and all other reasonable expenses or commissions.  Lessor shall be Lessee's agent and representative on the Property in
respect of all matters arising under or in connection with any such sublease made for Lessee by Lessor.  Under each such sublease,
Lessee shall retain the right to enter upon and use the Property, subject to the terms and conditions of such sublease and the rights
of the sublessee thereunder.  Lessee further agrees to pay to Lessor, following the date of such subletting, to and including the
date provided in this Lease for the expiration of the Lease Term, the sums of money which would have been payable by Lessee as Basic
Rent and Supplemental Rent, deducting only the net amount of rent, if any, which Lessor shall actually receive (after deducting from
the gross receipts the expenses, costs and payments of Lessor which in accordance with the terms of this Lease would have been borne
by Lessee) in the meantime from and by any such subletting of the Property, and Lessee hereby agrees to remain liable for all sums
otherwise payable by Lessee under this Lease, including, but not limited to, the expenses of Lessor aforesaid, as well as for any
deficiency aforesaid.  Lessor shall have the right from time to time to begin and maintain successive actions or other legal
proceedings against Lessee for the recovery of such deficiency, expenses or damages or for a sum equal to any installments of Basic
Rent or Supplemental Rent and other sums payable hereunder, and to recover the same upon the liability of Lessee herein provided,
which liability it is expressly covenanted shall survive the commencement or determination of any action to secure possession of the
Property.  Nothing herein contained shall be deemed to require Lessor to wait to begin such action or other legal proceedings until
the date when this Lease would have expired by limitation had there been no such Event of Default.  Notwithstanding any such
subletting without termination, pursuant to the terms hereof, Lessor shall retain the right to and may at any time thereafter elect
to terminate this Lease or Lessee's right to possession of the Property for any previous breach which remains uncured or for any
subsequent breach by giving Lessee written notice thereof as herein provided, and in such event Lessee shall forfeit any rights or
interest under any such sublease and thereafter the obligations of any such sublessee shall run directly to Lessor for its own
account.  Upon application by Lessor, a receiver may be appointed to take possession of the Property, exercise all rights granted to
Lessor as agent and attorney-in-fact for Lessee set forth in this Section 17.3(e) and apply any rentals collected from the Property
as hereinabove provided.  No taking of possession of the Property or other act by Lessor as the agent and attorney-in-fact for Lessee
pursuant to the foregoing provisions, nor any subletting by Lessor for Lessee pursuant to the foregoing provisions, nor any such
appointment of a receiver shall constitute or be construed as an election by Lessor to terminate this Lease or Lessee's right to
possession of the Property unless a written notice of such intention be given to Lessee.


	Repossession and Recoverable Amounts.  In the event of any termination of the Term pursuant to Section
17.1 or as permitted by law, Lessee shall quit and surrender the Property to Lessor, and Lessor may without further notice enter
upon, reenter, possess and repossess the same by summary proceedings, ejectment or otherwise, and again have, repossess and enjoy the
same as if this Lease had not been made, and in any such event neither Lessee nor any Person claiming through or under Lessee by
virtue of any law or an order of any court shall be entitled to possession or to remain in possession of the Property but shall
forthwith quit and surrender the Property, and Lessor shall, notwithstanding any other provision of this Lease, be entitled to
recover from Lessee the aggregate of all amounts Lessor is permitted to recover from Lessee, including without limitation:



	the worth at the time of award, as computed below, of the unpaid rent (including, without limitation, Basic
Rent and Supplemental Rent) which had been earned at the time of termination of this Lease;


	the worth at the time of award of the amount by which the unpaid rent (including, without limitation, Basic
Rent and Supplemental Rent) which would have been earned after the time of termination of this Lease until the time of award exceeds
the amount of such rental loss that Lessee proves could have been reasonably avoided;


	the worth at the time of award of the amount by which the unpaid rent (including, without limitation, Basic
Rent and Supplemental Rent) for the balance of the Term after the time of award exceeds the amount of such rental loss for said
balance of the Term that Lessee proves could be reasonably avoided; and


	any other amount necessary to compensate Lessor and Agent for all the detriment proximately caused by Lessee's
failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom;
including without limitation any loss or damage arising out of the failure of Lessor to receive the benefit of the performance by
Lessee of any obligation to purchase the Property under the provisions of this Lease.  Lessee acknowledges and agrees that, in
reliance upon this Lease and Lessee's covenants and agreements hereunder and the creditworthiness and financial condition of Lessee,
Lessor has entered into certain special transactions to finance the costs of acquiring the Land and the Improvements and, in
connection with such financing transactions, Lessor has incurred and will continue to incur indebtedness and liabilities under and
pursuant to the Participation Agreement and the other Operative Agreements.  Lessee acknowledges and agrees that an Event of Default
will cause Lessor and Agent substantial damage and detriment due to its obligations and liabilities under the Participation Agreement
and the other Operative Agreements, including, without limitation, the failure of Lessor to be fully compensated for the Advances
made to Lessee.  Accordingly, in order to compensate Lessor for all detriment proximately caused by Lessee's failure to perform its
obligations under this Lease, Lessor shall be permitted to recover from Lessee, without limitation, all amounts necessary for Lessor
to be fully compensated for all of the Advances made to Lessee.

The "worth at the time of award," of the amounts referred to in the foregoing subsections 17.3(f) (i)
and (ii) shall be computed by allowing interest at the Overdue Rate (or at the highest rate permitted by applicable law, whichever is
less) on each rental installment from the date the same was due hereunder to the time of award.  The "worth at the time of
award" of the amount referred to in the foregoing subsection (iii) shall be computed by discounting such amount at the discount
rate of the Federal Reserve Bank of New York at the time of the award plus one percent (1%).  As used herein, the term "time of
award" shall mean either (A) the date upon which Lessee pays to Lessor the amount recoverable by Lessor as hereinabove set forth
or (B) the date of entry of any determination, order or judgment of any court, other legally constituted body, or any arbitrator(s),
determining the amount recoverable, whichever first occurs.  If the time of award is determined under clause (B), above, then the
amount recoverable by Lessor hereunder shall bear interest from the time of award until paid at the Overdue Rate (or at the highest
rate permitted by applicable law, whichever is less).  Nothing herein contained shall limit or prejudice the right of Lessor, and
Lessor is hereby expressly granted the right, in any bankruptcy or reorganization or insolvency proceedings, to prove for and obtain
as damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law whether such amount
shall be greater or less than the amounts referred to above.


	Waiver of Certain Rights.  If this Lease shall be terminated pursuant to
Section 17.1, Lessee waives, to the fullest extent permitted by law, (a) any notice of re-entry or the institution of legal
proceedings to obtain re-entry or possession; (b) any right of redemption, re-entry or repossession; (c) the benefit of any laws now
or hereafter in force exempting property from liability for rent or for debt; and (d) any other rights which might otherwise limit or
modify any of Lessor's rights or remedies under this Article 17.


	Assignment of Rights Under Contracts.  If an Event of Default shall have
occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall upon
Lessor's demand immediately assign, transfer and set over to Lessor all of Lessee's right, title and interest in and to each
agreement executed by Lessee in connection with the construction, renovation, development, use or operation of the Property
(including, without limitation, all right, title and interest of Lessee with respect to all warranty, performance, service and
indemnity provisions), as and to the extent that the same relate to the construction, renovation, and operation of the
Property.


	Power of Sale and Foreclosure. Except as expressly provided in this Lease,
for purposes of this Section 17.6, presentment, demand, protest and all other notices of any kind are hereby expressly waived. In
addition (subject to Article 21 below), upon the occurrence of any Event of Default, Lessor, as beneficiary, may immediately take
such action, without notice or demand, as it deems advisable to protect and enforce its rights against Lessee, as trustor, in and to
the Trust Property, including the following actions, at such time and in such manner as Lessor may determine, in its sole discretion,
without impairing or otherwise affecting the other rights and remedies of Lessor:



	Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by
a court and without regard to the adequacy of its security, enter upon and take possession of the Trust Property or any part thereof,
with or without legal action, and do any acts which it deems necessary or desirable to preserve the value, marketability or
rentability of the Trust Property, or any part thereof (including entering into new leases of all or any part of the Trust Property)
and, with or without taking possession of the Trust Property, sue for or otherwise collect the rents, issues and profits thereof,
including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including reasonable
attorneys' fees, to the payment of all of Lessee's obligations hereunder (including, without limitation, the payment of Basic Rent,
Supplemental Rent and the Termination Value or Purchase Option Price) (collectively, the "Lease Payment Obligations"), all
in such order as Lessor may determine.  The entering upon and taking possession of the Trust Property, the collection of such rents,
issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or
invalidate any act done in response to such default or pursuant to such notice of default and, notwithstanding the continuance in
possession of the Trust Property or the collection, receipt and application of rents, issues or profits, Lessor shall be entitled to
exercise every right provided for herein and the other Operative Documents or by law.


	Bring an action in any court of competent jurisdiction to foreclose on the Trust Property, to appoint a
receiver or to enforce any of the covenants, terms or conditions hereof and Lessor shall have the right to specific performance,
injunction and any other equitable right or remedy as though other remedies were not provided in this Lease.


	Elect to cause the Trust Property or any part thereof to be sold as follows, Lessee hereby expressly waiving
any right which it may have to direct the order in which any of the Trust Property may be sold:

(i)Lessor may proceed as if all of the Trust Property were real property, in accordance with subparagraph (ii)
below, or Lessor may elect to treat any of the Trust Property which consists of personal property, in accordance with the Section of
this Lease entitled "Security Agreement and Fixture Filing," separate and apart from the sale of the Land, the remainder of
the Trust Property being treated as real property;

(ii)Lessor may cause any such sale or other disposition to be conducted immediately following the expiration
of any grace period, if any, herein provided or Lessor may delay any such sale or other disposition for such period of time as Lessor
deems to be in its best interest.  Should Lessor desire that more than one such sale or other disposition be conducted, Lessor may,
at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and
in such order as Lessor may deem to be in its best interest;

(iii)Should Lessor elect to sell the Trust Property and Lessor elects to proceed under the laws governing
foreclosure of or sales pursuant to deeds of trust, Lessor (or any trustee designated by Lessor) shall give such notice of default
and election to sell as may then be required by law.  Thereafter, upon the expiration of such time and the giving of such notice of
sale as may then be required by law, Lessor (or any trustee designated by Lessor), at the time and place specified by the notice of
sale, shall sell such Trust Property, or any portion thereof specified by Lessor, at public auction to the highest bidder for cash in
lawful money of the United States.  Lessor may postpone, from time to time, the sale by public announcement thereof at the time and
place noticed therefor.  If the Trust Property consists of several lots or parcels, Lessor may elect to sell the Trust Property
either as a whole or in separate lots or parcels.  If Lessor elects to sell in separate lots or parcels, Lessor may designate the
order in which such lots or parcels shall be offered for sale or sold.  Any person, including Lessee or Lessor, may purchase at the
sale.  Upon any sale, Lessor shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold,
but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into
immediate possession;

(iv)In the event of a sale or other disposition of any such property, or any part thereof, and the execution
of a deed or other conveyance pursuant thereto, the recitals therein of facts, such as an Event of Default, the giving of notice of
default and notice of sale, demand that such sale should be made, postponement of sale, terms of sale, sale, purchase, payments of
purchase money, and any other fact affecting the regularity or validity of such sale or disposition shall be conclusive proof of the
truth of such facts; and any such deed or conveyance shall be conclusive against all persons as to such facts recited therein;
and

(v)After deducting all costs, fees and expenses of Lessor, including all costs of evidence of title and
attorneys' fees in connection with sale, Lessor shall apply the proceeds of sale to payment of all sums so expended under the terms
hereof not then repaid; the payment of all other sums then secured hereby; and the remainder, if any, to the Person or Persons
legally entitled thereto;


	Exercise all other rights and remedies provided herein, in the other Operative Documents or otherwise
available at law or equity.


	With or without notice, and without releasing Lessee from any obligation hereunder, to cure any default of
Lessee and, in connection therewith, to enter upon the Property and to perform such acts and things as Lessor deems necessary or
desirable to inspect, investigate, assess and protect the Property, including, without limitation of any of its other rights: to
obtain a court order to enforce Lessor's right to enter and inspect the Property pursuant to California Civil Code Section 2929.5, to
which the decision of Lessor as to whether there exists a release or threatened release of a Hazardous Substance onto the Property
shall be deemed reasonable and conclusive as between the parties hereto; to have a receiver appointed pursuant to California Code of
Civil Procedure Section 564 to enforce Lessor's right to enter and inspect the Property for Hazardous Substances; to appear in and
defend any action or proceeding purporting to affect the Property or the rights or powers of Lessor hereunder; to pay, purchase,
contest or compromise any encumbrance, charge, lien or claim of lien which, in the judgment of Lessor, is prior or superior hereto,
the judgment of Lessor being conclusive as between the parties hereto; to pay any premiums or charges with respect to insurance
required to be carried hereunder; and to employ counsel, accountants, contractors and other appropriate persons to assist
Lessor;


	To commence and maintain an action or actions in any court of competent jurisdiction pursuant to California
Code of Civil Procedure Section 736, whether commenced prior to foreclosure of the Property or after foreclosure of the Property, and
to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third
parties, and other out-of-pocket costs or expenses actually incurred by Lessor (collectively, the "Environmental
Costs") incurred or advanced by Lessor relating to the cleanup, remediation or other response action required by Legal
Requirements or which Lessor believes necessary to protect its interest in the Property, it being conclusively presumed between
Lessor and Lessee that all such Environmental Costs incurred or advanced by Lessor relating to the cleanup, remediation or other
response action of or to the Property were made by Lessor in good faith.  All Environmental Costs incurred by Lessor pursuant to this
Section 17.6(g) (including, without limitation, court costs, consultants' fees and attorneys' fees, whether incurred in litigation or
not and whether before or after judgment) shall bear interest at the Overdue Rate from the date of expenditure until said sums have
been paid.  Lessor shall be entitled to bid, at the sale of the Property held pursuant to Section 17.6(c) above, the amount of said
costs, expenses and interest in addition to the amount of the other Lease Payment Obligations hereby secured as a credit bid, the
equivalent of cash.  For the purposes of any action brought under this Section 17.6(f), Lessee hereby waives the defense of laches
and any applicable statute of limitations; and


	To waive its lien against the Property or any portion thereof, whether fixtures or personal property, to the
extent such property is found to be environmentally impaired in accordance with California Code of Civil Procedure Section 726.5 and
to exercise any and all rights and remedies of an unsecured creditor against Lessee and all of Lessee's assets and property for the
recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order pursuant to California
Code of Civil Procedure Section 483.010. As between Lessor and Lessee, for purposes of California Code of Civil Procedure Section
726.5, Lessee shall have the burden of proving that Lessee or any related party (or any affiliate or agent of Lessee or any related
party) was not in any way negligent in permitting the release or threatened release of the Hazardous Substance.  For the purposes of
any action brought under this paragraph, Lessee hereby waives the defense of laches and any applicable statute of
limitations.


	All costs and expenses incurred by Lessor pursuant to this Section 17.6 (including without limitation court
costs, consultants' fees and attorneys' fees, whether incurred in litigation or not and whether before or after judgment) shall bear
interest at the Overdue Rate, from the date of expenditure until said sums have been paid.  Lessor shall be entitled to bid, at the
sale of the Property held pursuant to subsection 17.4(c) above, the amount of said costs, expenses and interest in addition to the
amount of the other Lease Payment Obligations hereby secured as a credit bid, which shall be deemed the equivalent of cash.


	In no event shall Lessor (or any trustee designation by Lessor), in the exercise of the remedies provided in
this Section 17.6 (including, without limitation, in connection with the appointment of a receiver and the entry of such receiver on
to all or any part of the Trust Property), be deemed a "mortgagee in possession," and Lessor shall not in any way be made
liable for any act, either of commission or omission, in connection with the exercise of such remedies.


	Lessee hereby waives any right to require that any security given hereunder or under any other agreement
securing the Lease Payment Obligations be marshaled and further waives any right otherwise available in respect to marshalling of
assets which secure any Lease Payment Obligation or to require Lessor to pursue its remedies against any such assets.


	Security Agreement and Fixture Filing.  



	It is the intention of the parties hereto that this Lease shall constitute a Security Agreement within the
meaning of the Uniform Commercial Code (the "UCC") of the State of California.  If an Event of Default shall occur under
this Lease, then in addition to having any other right or remedy available at law or in equity, Lessor shall have the option of
either (i) proceeding under the UCC and exercising such rights and remedies as may be provided to a secured party by the UCC with
respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of
and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal
property constituting the Trust Property in accordance with Lessor's rights, powers and remedies with respect to the real property
(in which event the default provisions of the UCC shall not apply).  If Lessor shall elect to proceed under the UCC, then ten (10)
business days notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking,
holding, preparing for sale, selling and the like incurred by Lessor shall include, but not be limited to, attorneys' fees and legal
expenses.  At Lessor's request, Lessee shall assemble the personal property and make it available to Lessor at a place designated by
Lessor which is reasonably convenient to both parties.


	Lessee and Lessor agree, to the extent permitted by law, that this Lease (or a memorandum thereof) upon
recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a
"fixture filing" within the meaning of Sections 9313 and 9402 of the UCC.


	Lessee, upon request by Lessor from time to time, shall execute, acknowledge and deliver to Lessor one or more
separate security agreements, in form reasonably satisfactory to Lessor, covering all or any part of the Trust Property and will
further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit,
continuation statement or certificate or other document as Lessor may reasonably request in order to perfect, preserve, maintain,
continue or extend the security interest under and the priority of this Lease and such security instrument.  Lessee further agrees to
pay to Lessor on demand all reasonable costs and expenses incurred by Lessor in connection with the preparation, execution,
recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing
statements Lessor shall reasonably require.  Lessee shall from time to time, on request of Lessor, deliver to Lessor an inventory in
reasonable detail of any of the Trust Property which constitutes personal property.  If Lessee shall fail to furnish any financing or
continuation statement within ten (10) days after request by Lessor, then pursuant to the provisions of the UCC, Lessee hereby
authorizes Lessor, without the signature of Lessee, to execute and file any such financing and continuation statements.  The filing
of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any
way impairing the right of Lessor to proceed against any personal property encumbered by this Lease as real property, as set forth
above.


	Remedies Cumulative.  The remedies herein provided shall be cumulative and
in addition to (and not in limitation of) any other remedies available at law, equity or otherwise.


	Lessee's Right to Cure.  Notwithstanding any provision contained in this
Lease or any other Operative Agreement, if an Event of Default has occurred and is continuing, Lessee shall have the right to cure
such Event of Default by exercising its Purchase Option at any time prior to such time as a foreclosure upon or sale of the Property
has been completed.


	



	Lessor's Right to Cure Lessee's Defaults.  Lessor, without waiving or
releasing any obligation or Event of Default, may (but shall be under no obligation to) remedy any Event of Default for the account
and at the sole cost and expense of Lessee, including the failure by Lessee to maintain any insurance required by Article 14, and
may, to the fullest extent permitted by law, and notwithstanding any right of quiet enjoyment in favor of Lessee, enter upon the
Property 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 out-of-pocket costs and expenses so incurred (including the 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 Lessee to
Lessor on demand as Supplemental Rent.


	



	Provisions Relating to Lessee's Termination of this Lease or Exercise of Purchase
Options.  In connection with any termination of this Lease with respect to the Property pursuant to the terms of Section
16.2 or Article 17, or in connection with Lessee's exercise of its Purchase Option or Maturity Date Purchase Option, upon the date on
which this Lease is to terminate with respect to the Property or upon the Expiration Date with respect to the Property, and upon
tender by Lessee of the amounts set forth in Section 16.2(b), 17.2, 20.1 or 20.2, as applicable:



	Lessor shall execute and deliver to Lessee (or to Lessee's designee) at Lessee's cost and expense an
assignment of Lessor's entire interest in the Property, in each case in recordable form and otherwise in conformity with local law
and custom and free and clear of the Lien of this Lease and any Lessor Liens; and


	The Property shall be conveyed to Lessee or its designee "AS IS" and in its then present physical
condition.


	



	Purchase Option.  Subject to Section 17.8, Lessee shall have the option on
any Payment Date (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's
election to exercise such option not less than thirty (30) days prior to the date of purchase pursuant to such option) to purchase
the Property on the date specified in such Purchase Notice at a price equal to the Termination Value plus all Basic Rent and
Supplemental Rent due and owing on such date of purchase (the "Purchase Option Price") (which the parties do
not intend to be a "bargain" purchase price) of the Property. If Lessee exercises its option to purchase the Property
pursuant to this Section 20.1 (the "Purchase Option"), Lessor shall transfer to Lessee or Lessee's designee
all of Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the
Purchase Option Price and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, in
accordance with Section 19.1.


	Maturity Date Purchase Option.  Not less than one hundred eighty (180)
days prior to the Maturity Date, Lessee may give Lessor and Agent irrevocable written notice (the "Maturity Date Election
Notice") that Lessee is electing to exercise the Maturity Date Purchase Option or its option to remarket the Property
pursuant to Section 21.1. If Lessee does not give a Maturity Date Election Notice on or before the date one hundred eighty (180) days
prior to the Maturity Date, then Lessee shall be deemed to have exercised its Maturity Date Purchase Option.  If Lessee has elected,
or is deemed to have elected, to exercise the Maturity Date Purchase Option, then on the Maturity Date Lessee shall pay to Lessor an
amount equal to the Termination Value plus all Basic Rent and Supplemental Rent due and owing on such date of purchase for the
Property (which the parties do not intend to be a "bargain" purchase price) and, upon receipt of such amount plus all Rent
and other amounts then due and payable under this Lease and any other Operative Agreement, Lessor shall transfer to Lessee or
Lessee's designee all of Lessor's right, title and interest in and to the Property in accordance with Section 19.1.


	Extension of Expiration Date.  Lessee may extend the Expiration Date and
the Maturity Date subject to, and in accordance with, the terms and conditions of Section 15 of the Participation Agreement.


	Separate Exercise of Purchase Options.  The purchase option rights granted
in Section 20.1 and 20.2 above accrue to the separate Land and Improvements subject to the terms of each Lease Supplement.  In the
event that Lessee elects to exercise either the Purchase Option or the Maturity Date Purchase Option with respect to the Lease
Supplement Land for any particular Property and a sale of Lessor's interest in the Improvements pursuant to the corresponding Lease
Supplement Improvements for such Property has not been consummated before, and is not being consummated contemporaneously with, the
sale of Lessor's interest in the Land, then Lessor and Lessee or other purchaser shall, as a condition to Lessor's obligation to
transfer all of Lessor's right, title and interest in and to the Land, execute and deliver a ground lease covering the Land in form
and substance satisfactory to Lessor in its sole discretion.  In the event that Lessee elects to exercise either the Purchase Option
or the Maturity Date Purchase Option with respect to the Lease Supplement Improvements for any particular Property and a sale of
Lessor's interest in the Land pursuant to the corresponding Lease Supplement Land for such Property has not been consummated before,
and is not being consummated contemporaneously with, the sale of Lessor's interest in the Improvements, Lessor shall retain and
reserve all right, title and interest of Lessor in and to the Land and any rights or easements appurtenant to the Land.


	



	Sale Procedure.



	Provided that no Default or Event of Default shall have occurred and be continuing, at the expiration of the
Term, unless Lessee shall have (i) elected to extend the Expiration Date, (ii) elected (or be deemed to have elected) to purchase the
Property and paid the Purchase Option Price with respect thereto, or (iii) otherwise terminated this Lease with respect thereto and
paid the Termination Value with respect thereto, Lessee may elect to terminate this Lease and remarket the Property as provided in
Section 21.1(b), in which event Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount for the Property, and (ii) sell
the Property to one or more third parties for cash in accordance with Section 21.1(b).  In the event that Lessee elects to terminate
the Lease and remarket the Property, Lessee hereby covenants and agrees that, to the extent the Property is not in compliance with
all Legal Requirements, or would not be in such compliance upon its sale to a third party, Lessee shall pay such excess to Lessor
immediately upon demand.


	During the Marketing Period, Lessee, as nonexclusive broker for Lessor, shall use its best efforts to obtain
bids for the cash purchase of the Property for the highest price available in the relevant market, shall notify Lessor promptly of
the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for
the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor
may request from time to time.  Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving
Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject a bid if
such bid is greater than or equal to the sum of the Limited Recourse Amount and all costs and expenses of sale and is a bona fide
offer by a third party purchaser who is not an Affiliate of Lessee.  If the price which a prospective purchaser shall have offered to
pay for all or any of the Property is less than the sum of the Limited Recourse Amount and all costs and expenses of sale, Lessor may
elect to retain the Property by giving Lessee at least two (2) Business Days' prior written notice of Lessor's election to retain the
Property, and upon receipt of such notice, Lessee shall surrender the Property to Lessor pursuant to Section 10.1(c).  Unless Lessor
shall have elected to retain the Property pursuant to the preceding sentence, Lessor shall sell the Property free of any Lessor Liens
attributable to it, without recourse or warranty, for cash to the purchaser or purchasers identified by Lessee or Lessor, as the case
may be, and Lessee shall surrender the Property to such purchaser in the condition specified in Section 10.1.


	On the date during the Marketing Period on which the Property is sold pursuant to Section 21.1(b), or on the
Maturity Date if the Property remains unsold, Lessee shall pay to Lessor the Maximum Residual Guarantee Amount for the
Property.


	Application of Proceeds of Sale.  Lessor shall apply the proceeds of sale
of the Property pursuant to the provisions of Section 13.2 of the Participation Agreement; provided, however, upon any sale of
the Property pursuant to this Article 21, the Lessor shall obtain an appraisal which shall allocate the proceeds of such sale between
the Land and the Improvements thereon.  To the extent such appraisal indicates that the respective proceeds received with respect to
Land and Improvements exceeds, after giving effect to the payment required under Section 21.1(c) hereof, the remaining Land
Investment Balance and Improvements Investment Balance, respectively, such excess shall be promptly returned to Lessee.  In no event
shall any excess proceeds received with respect to the Land be applied to any deficiency with respect to the Improvements Investment
Balance, nor shall any excess proceeds received with respect to the Improvements be applied to any deficiency with respect to the
Land Investment Balance. 


	Indemnity for Excessive Wear.  If the proceeds of the sale described in
Section 21.1(b) with respect to the Property, less all expenses incurred by Lessor in connection with such sale, shall be less than
the Limited Recourse Amount for the Property at the time of such sale and if it shall have been determined (pursuant to the Appraisal
Procedure) that the Fair Market Sales Value of the Property shall have been impaired by greater than expected wear and tear during
the Term, Lessee shall pay to Lessor within ten (10) days after receipt of Lessor's written statement (a) the amount of such excess
wear and tear determined by the Appraisal Procedure or (b) the amount of the Net Sale Proceeds Shortfall, whichever amount is
less.


	Appraisal Procedure.  For determining the Fair Market Sales Value of the
Property or any other amount which may, pursuant to any provision of any Operative Agreement, be determined by an appraisal
procedure, Lessor and Lessee shall use the following procedure (the "Appraisal Procedure").  Lessor and
Lessee shall endeavor to reach a mutual agreement as to such amount for a period of ten (10) days from commencement of the Appraisal
Procedure, and if they cannot agree within ten (10) days, then two qualified appraisers, one chosen by Lessee and one chosen by
Lessor, shall mutually agree thereupon, but if either party shall fail to choose an appraiser within twenty (20) days after notice
from the other party of the selection of its appraiser, then the appraisal by such appointed appraiser shall be binding on Lessee and
Lessor.  If the two appraisers cannot agree within twenty (20) days after both shall have been appointed, then a third appraiser
shall be selected by the two appraisers or, failing agreement as to such third appraiser within thirty (30) days after both shall
have been appointed, by the American Arbitration Association.  The decisions of the three appraisers shall be given within twenty
(20) days of the appointment of the third appraiser and the decision of the appraiser most different from the average of the other
two shall be discarded and such average shall be binding on Lessor and Lessee; provided that if the highest appraisal and the
lowest appraisal are equidistant from the third appraisal, the third appraisal shall be binding on Lessor and Lessee. The fees and
expenses of all of the appraisers shall be paid by Lessee.


	Certain Obligations Continue.  During the Marketing Period, the obligation
of Lessee to pay Rent with respect to the Property (including the installment of Basic Rent due on the Maturity Date) shall continue
undiminished until payment in full to Lessor of the sale proceeds, the Maximum Residual Guarantee Amount, if any, the amount due
under Section 21.3, if any, and all other amounts due to Lessor with respect to the Property.  Lessor shall have the right, but shall
be under no duty, to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take action in connection
with any such sale, other than as expressly provided in this Article 21.


	



	Holding Over.  If Lessee shall for any reason remain in possession of the
Property after the expiration or earlier termination of this Lease (unless the Property is conveyed to Lessee), such possession shall
be as a tenancy at sufferance during which time Lessee shall continue to pay Supplemental Rent that would be payable by Lessee
hereunder were the Lease then in full force and effect with respect to the Property and Lessee shall continue to pay Basic Rent at an
annual rate equal to the rate payable hereunder immediately preceding such expiration or earlier termination; provided,
however, that from and after the sixtieth (60th) day Lessee shall remain in possession of the Property after such expiration or
earlier termination, Lessee shall pay Basic Rent at an annual rate equal to two hundred percent (200%) of the Basic Rent payable
hereunder immediately preceding such expiration or earlier termination. Such Basic Rent shall be payable from time to time upon
demand by Lessor. During any period of tenancy at sufferance, Lessee shall, subject to the second preceding sentence, be obligated to
perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the
right, to the extent given by law to tenants at sufferance, to continue its occupancy and use of the Property. Nothing contained in
this Article 22 shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or
earlier termination of this Lease as to the Property and nothing contained herein shall be read or construed as preventing Lessor
from maintaining a suit for possession of the Property or exercising any other remedy available to Lessor at law or in
equity.


	



	Risk of Loss. The risk of loss of or decrease in the enjoyment and
beneficial use of the Property as a result of the damage or destruction thereof by fire, the elements, casualties, thefts, riots,
wars or otherwise is assumed by Lessee, and Lessor shall in no event be answerable or accountable therefor.


	



	Subletting and Assignment.  Lessee may not assign this Lease or any of its
rights or obligations hereunder in whole or in part. Lessee may, without the consent of Lessor, sublease the Property or a portion
thereof to any Person. No sublease or other relinquishment of possession of the Property shall in any way discharge or diminish any
of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the
Property, or any portion thereof, so sublet. Any sublease of the Property shall be made subject to and subordinate to this Lease and
to the rights of Lessor hereunder, and shall expressly provide for the surrender of the Property after an Event of Default
hereunder.


	Subleases.  Promptly following the execution and delivery of any sublease
permitted by this Article 24, Lessee shall deliver a copy of such executed sublease to Lessor and Agent.


	



	Estoppel Certificates.  At any time and from time to time upon not less
than twenty (20) days' prior request by Lessor, Lessee shall furnish to Lessor a certificate signed by an individual having the
office of vice president or higher in Lessee certifying that this Lease is in full force and effect (or that this Lease is in full
force and effect as modified and setting forth the modifications); the dates to which the Basic Rent and Supplemental Rent have been
paid; to the best knowledge of the signer of such certificate, whether or not Lessor is in default under any of its obligations
hereunder (and, if so, the nature of such alleged default); and such other matters under this Lease as Lessor may reasonably request.
Any such certificate furnished pursuant to this Article 25 may be relied upon by Lessor, and any existing or prospective mortgagee,
purchaser or lender, and any accountant or auditor, of, from or to Lessor (or any Affiliate thereof).


	



	No Waiver. No failure by Lessor or 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.


	



	Acceptance of Surrender.  Except as otherwise expressly provided in this
Lease, no surrender to Lessor of this Lease or of all or any portion of the Property or of any interest therein shall be valid or
effective unless agreed to and accepted in writing by Lessor and no act by Lessor or Agent or any representative or agent thereof,
other than a written acceptance, shall constitute an acceptance of any such surrender.


	



	No Merger of Title. There shall be no merger of this Lease or of the
leasehold estate created hereby 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 estate created hereby or any interest in this Lease or such leasehold estate, (b) the fee
estate in the Property, except as may expressly be stated in a written instrument duly executed and delivered by the appropriate
Person, or (c) a beneficial interest in Lessor.


	



	Notices.  Unless otherwise specifically provided herein, all notices,
consents, directions, approvals, instructions, requests and other communications required or permitted by the terms hereof to be
given to any Person shall be given in writing by nationally recognized courier service and any such notice shall become effective one
Business Day after delivery to such nationally recognized courier service specifying overnight delivery and shall be directed to the
address of such Person as indicated:

If to Lessee:

Lam Research Corporation

4650 Cushing Parkway

Fremont, California 94538

Attn:  Craig Garber, Treasurer

Telephone No: (510) 572-1875

Facsimile No: (510) 572-1586

If to Lessor:

Cushing 2000 Trust

c/o Wilmington Trust Company, Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

Telephone No.: 302-651-8856

Facsimile No.: 302-651-8882

or such additional parties and/or other address as such party may hereafter designate.


	



	Miscellaneous.  Anything contained in this Lease to the contrary
notwithstanding, all claims against and liabilities of 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 Lessee provided in this Lease, including any right or option
described in Articles 15, 16, 20 or 21, 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 and delivery of this Lease.


	Amendments and Modifications.  Neither this Lease nor any provision hereof
may be amended, waived, discharged or terminated except by an instrument in writing signed by Lessor and Lessee.


	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.


	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.


	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.


	Governing Law.  THIS LEASE HAS BEEN DELIVERED IN, AND SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT AS TO MATTERS RELATING TO THE CREATION, PERFECTION AND ENFORCEMENT OF LIENS AND
SECURITY INTERESTS AND THE EXERCISE OF REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.


	Limitations on Recourse. (a)  Except as expressly set forth in the
Operative Agreements, Lessee agrees to look solely to Lessor's estate and interest in the Property, the proceeds of sale thereof, any
insurance proceeds or any other award or any third party proceeds received by Lessor in connection with the Property for the
collection of any judgment requiring the payment of money by Lessor in the event of liability by Lessor, and no other property or
assets of Lessor or any shareholder, owner or partner (direct or indirect) thereof, or any director, officer, employee, beneficiary,
Affiliate of any of the foregoing shall be subject to levy, execution or other enforcement procedure for the satisfaction of Lessee's
remedies under or with respect to this Lease, the relationship of Lessor and Lessee hereunder or Lessee's use of the Property or any
other liability of Lessor to Lessee; provided that nothing in this Section 30.7 shall be construed to impair or limit the
rights of Lessee against Lessor under the Operative Agreements. Nothing in this Section 30.7 shall be interpreted so as to limit the
terms of Section 6.1 or 6.2.

(b)  It is expressly understood and agreed by the parties hereto that (i) this Lease is executed and delivered by
Wilmington Trust FSB, not individually or personally but solely as trustee of the Lessor in the exercise of the powers and authority
conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Lessor is
made and intended not as personal representations, undertakings and agreements by Wilmington Trust FSB but is made and intended for
the purpose of binding only the Lessor, (iii) nothing herein contained shall be construed as creating any liability on Wilmington
Trust FSB, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under
no circumstances shall Wilmington Trust FSB be personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Lessor under this Lease or any other related documents.


	Recordation of Lease.  A Memorandum of Lease and Lease Supplement Land,
Deed of Trust and Fixture Filing as well as a Memorandum of Lease and Lease Supplement Improvements, Deed of Trust and Fixture Filing
shall be recorded in the jurisdiction in which the Property is located, at Lessee's sole cost and expense.



In Witness Whereof, the parties have caused this Lease be duly executed and delivered as of the date
first above written.



	
Lessee:
	
Lam Research Corporation

	 	
By:/s/ Craig Garber

Name:Craig Garber

Title:Vice President, Corporate Finance

                  and Treasurer

	 	 
	
Lessor:
	
Cushing 2000 Trust

	 	
By:Wilmington Trust FSB, not in its individual capacity but solely as trustee

By:/s/ Daniel M. Reser

Name:Daniel M. Reser

Title:Vice President





















Exhibit A

LEASE SUPPLEMENT LAND



This Lease Supplement Land (this "Lease Supplement Land") is dated as of December 6,
2000 between Cushing 2000 Trust, a Delaware business trust, as Lessor (the "Lessor"), and Lam
Research Corporation, a Delaware corporation, as lessee (the "Lessee").



Whereas, Lessor is the owner or will be the owner of the Land described on Schedule 1 hereto (the
"Leased Property") and wishes to lease the same to Lessee;



Now, Therefore, in consideration of the premises and the mutual agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



Section 1.  Definitions; Rules of Usage.  For purposes of this Lease Supplement Land, capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to them in Annex A to the Participation Agreement dated
as of December 6, 2000.



Section 2.  The Land.  Attached hereto as Schedule 1 is the legal description of the Land.  Effective upon
the execution and delivery of this Lease Supplement Land by Lessor and Lessee, all of the terms and provisions of the Lease are
incorporated herein and made a part hereof.  



Section 3.  Ratification; Incorporation by Reference.  Except as specifically modified hereby, the terms
and provisions of the Lease and the Operative Agreements are hereby ratified and confirmed and remain in full force and effect.  The
Lease is hereby incorporated herein by reference as though restated herein in its entirety.



Section 4.  Original Lease Supplement Land.  The single executed original of this Lease Supplement Land
marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART" on the signature page thereof and containing the receipt of
the Agent therefor on or following the signature page thereof shall be the original executed counterpart of this Lease Supplement
Land (the "Original Executed Counterpart").  To the extent that this Lease Supplement Land constitutes
chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security
interest in this Lease Supplement Land may be created through the transfer or possession of any counterpart other than the Original
Executed Counterpart.



Section 5.  GOVERNING LAW.  THIS LEASE SUPPLEMENT LAND SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, EXCEPT AS TO MATTERS RELATING TO THE CREATION, PERFECTION AND ENFORCEMENT OF LIENS AND SECURITY INTERESTS AND THE EXERCISE OF
REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE
PROPERTY IS LOCATED.



In Witness Whereof, each of the parties hereto has caused this Lease Supplement Land to be duly executed by
an officer thereunto duly authorized as of the date and year first above written.



LESSOR:

Cushing 2000 Trust, a Delaware business trust

By:Wilmington Trust FSB, not in its individual capacity but solely as trustee

By: /s/ Daniel M. Reser

Name: Daniel M. Reser

Title: Vice President



LESSEE:

Lam Research Corporation, a Delaware corporation

      4650 Cushing Parkway

      Fremont, California 94538


Attn:  Craig Garber, Treasurer

                   Telephone No: (510) 572-1875

                   Facsimile No: (510) 572-1586


By: /s/ Craig Garber

Name: Craig Garber

Title: Vice President, Corporate Finance and
Treasurer













SCHEDULE 1



To Lease Supplement Land 

Legal Description



The land referred to below is situated in the State of California, County of Alameda, City of Fremont and is described as
follows:


Exhibit B

LEASE SUPPLEMENT IMPROVEMENTS

This Lease Supplement Improvements (this "Lease Supplement Improvements") is
dated as of December 6, 2000 between Cushing 2000 Trust, a Delaware business trust, as Lessor (the
"Lessor"), and Lam Research Corporation, a Delaware corporation, as lessee (the
"Lessee").

Whereas, Lessor is the owner or will be the owner of the Improvements described on Schedule 1 hereto (the
"Leased Property") and wishes to lease the same to Lessee;

Now, Therefore, in consideration of the premises and the mutual agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.  Definitions; Rules of Usage.  For purposes of this Lease Supplement Improvements, capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to them in Annex A to the Participation Agreement
dated as of December 6, 2000.

Section 2.  The Improvements.  Attached hereto as Schedule 1 is the description of the Improvements.
Effective upon the execution and delivery of this Lease Supplement Improvements by Lessor and Lessee, all of the terms and provisions
of the Lease are incorporated herein and made a part hereof.  Without further action, any and all additional Equipment funded under
the Operative Agreements and any and all modifications made to the Property shall be deemed to be titled to the Lessor and subject to
the terms and conditions of this Lease Supplement Improvements.

Section 3.  Ratification; Incorporation by Reference.  Except as specifically modified hereby, the terms
and provisions of the Lease and the Operative Agreements are hereby ratified and confirmed and remain in full force and effect.  The
Lease is hereby incorporated herein by reference as though restated herein in its entirety.

Section 4.  Original Lease Supplement Improvements.  The single executed original of this Lease Supplement
Improvements marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART" on the signature page thereof and containing
the receipt of the Agent therefor on or following the signature page thereof shall be the original executed counterpart of this Lease
Supplement Improvements (the "Original Executed Counterpart").  To the extent that this Lease Supplement
Improvements constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable
jurisdiction, no security interest in this Lease Supplement Improvements may be created through the transfer or possession of any
counterpart other than the Original Executed Counterpart.

Section 5.  GOVERNING LAW.  THIS LEASE SUPPLEMENT IMPROVEMENTS SHALL BE GOVERNED BY AND CONSTRUED,
INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, EXCEPT AS TO MATTERS RELATING TO THE CREATION, PERFECTION AND ENFORCEMENT OF LIENS AND SECURITY INTERESTS
AND THE EXERCISE OF REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE IN WHICH THE PROPERTY IS LOCATED.



In Witness Whereof, each of the parties hereto has caused this Lease Supplement Improvements to be duly
executed by an officer thereunto duly authorized as of the date and year first above written.

LESSOR:

Cushing 2000 Trust, a Delaware business trust

By:Wilmington Trust FSB, not in its individual capacity but solely as trustee

By:  /s/ Daniel M. Reser

Name: Daniel M. Reser

Title: Vice President




LESSEE:

Lam Research Corporation, a Delaware corporation

4650 Cushing Parkway

Fremont, California 94538

Attn:  Craig Garber, Treasurer

Telephone No: (510) 572-1875

Facsimile No: (510) 572-1586

By: /s/ Craig Garber

Name: Craig Garber

Title: Vice President, Corporate Finance and
Treasurer











 

SCHEDULE 1

To Lease Supplement Improvements



The Improvements located on the real property described as:


The land situated in the State of California, County of Alameda, City of Fremont, and as further described as
follows:

Exhibit C




LAND AND IMPROVEMENTS BALANCES 



 

Land  $16,660,714.00    56%


Improvements$13,339,286.0044%


 




















                              Table Of Contents



	
 

	
 
	
Page

	

Article 1

	
 

	

1


	

1.1

	
Definitions

	

1


	

Article 2

	
 

	

1


	

2.1

	
Property

	

1


	

2.2

	
Lease Term

	

1


	

2.3

	
Title

	

1


	

2.4

	
Lease Supplement

	

1


	

Article 3

	
 

	

2


	

3.1

	
Rent

	

2


	

3.2

	
Payment of Basic Rent

	

2


	

3.3

	
Supplemental Rent

	

2


	

3.4

	
Performance on a Non-Business Day

	

2


	

3.5

	
Method of Payment

	

3


	

Article 4

	
 

	

3


	

4.1

	
Impositions; Utility Charges

	

3


	

Article 5

	
 

	

3


	


5.1

	
Quiet Enjoyment

	

3


	

Article 6

	
 

	

3


	


6.1

	
Net Lease; No Setoff; Etc.

	

3


	


6.2

	
No Termination or Abatement

	

5


	

Article 7

	
 

	

5


	


7.1

	
Ownership of the Property

	

5


	


7.2

	
Liens and Security Interests

	

5


	

Article 8

	
 

	

8


	


8.1

	
Condition of the Property

	

8


	


8.2

	
Possession and Use of the Property

	

8


	

Article 9

	
 

	

8


	


9.1

	
Compliance with Legal Requirements and Insurance Requirements

	

8


	

Article 10

	
 

	

9


	


10.1

	
Maintenance and Repair; Return

	

9


	


10.2

	
Right of Inspection

	

10


	


10.3

	
Environmental Inspection

	

10


	

Article 11

	
 

	

10


	


11.1

	
Modifications, Substitutions and Replacements

	

10


	

Article 12

	
 

	

11


	


12.1

	
Warranty of Title

	

11


	


12.2

	
Grants and Releases of Easements

	

12


	

Article 13

	
 

	

12


	


13.1

	
Permitted Contests Other Than in Respect of Impositions

	

12


	

Article 14

	
 

	

13


	


14.1

	
Public Liability and Workers' Compensation Insurance

	

13


	


14.2

	
Hazard and Other Insurance

	

13


	


14.3

	
Coverage

	

14


	

Article 15

	
 

	

15


	


15.1

	
Casualty and Condemnation

	

15


	


15.2

	
Environmental Matters

	

16


	


15.3

	
Notice of Environmental Matters

	

16


	

Article 16

	
 

	

17


	


16.1

	
Termination upon Certain Events

	

17


	


16.2

	
Procedures

	

17


	

Article 17

	
 

	

17


	


17.1

	
Events of Default

	

17


	


17.2

	
Final Liquidated Damages

	

19


	


17.3

	
Lease Remedies

	

20


	


17.4

	
Waiver of Certain Rights

	

24


	


17.5

	
Assignment of Rights Under Contracts

	

24


	


17.6

	
Power of Sale and Foreclosure

	

24


	


17.7

	
Security Agreement and Fixture Filing

	

28


	


17.8

	
Remedies Cumulative

	

29


	


17.9

	
Lessee's Right to Cure

	

29


	

Article 18

	
 

	

29


	


18.1

	
Lessor's Right to Cure Lessee's Defaults

	

29


	

Article 19

	
 

	

29


	


19.1

	
Provisions Relating to Lessee's Termination of this Lease or Exercise of Purchase Options

	

29


	

Article 20

	
 

	

29


	


20.1

	
Purchase Option

	

29


	


20.2

	
Maturity Date Purchase Option

	

29


	


20.3

	
Extension of Expiration Date

	

30


	


20.4

	
Separate Exercise of Purchase Options

	

30


	

Article 21

	
 

	

31


	


21.1

	
Sale Procedure

	

31


	


21.2

	
Application of Proceeds of Sale

	

31


	


21.3

	
Indemnity for Excessive Wear

	

32


	


21.4

	
Appraisal Procedure

	

32


	


21.5

	
Certain Obligations Continue

	

32


	

Article 22

	
 

	

33


	


22.1

	
Holding Over

	

32


	

Article 23

	
 

	

33


	


23.1

	
Risk of Loss

	

33


	

Article 24

	
 

	

33


	


24.1

	
Subletting and Assignment

	

33


	


24.2

	
Subleases

	

33


	

Article 25

	
 

	

33


	


25.1

	
Estoppel Certificates

	

33


	

Article 26

	
 

	

34


	


26.1

	
No Waiver

	

34


	

Article 27

	
 

	

34


	


27.1

	
Acceptance of Surrender

	

34


	

Article 28

	
 

	

34


	


28.1

	
No Merger of Title

	

34


	

Article 29

	
 

	

34


	


29.1

	
Notices

	

34


	

Article 30

	
 

	

35


	


30.1

	
Miscellaneous

	

35


	


30.2

	
Amendments and Modifications

	

35


	


30.3

	
Successors and Assigns

	

35


	


30.4

	
Headings and Table of Contents

	

35


	


30.5

	
Counterparts

	

36


	


30.6

	
Governing Law

	

36


	


30.7

	
Limitations on Recourse

	

36


	


30.8

	
Recordation of Lease

	

36







Exhibits

A  -  LEASE SUPPLEMENT LAND

B  -  LEASE SUPPLEMENT IMPROVEMENTS

C  -  LAND AND IMPROVEMENTS INVESTMENT BALANCES