lmi10k031509ex8.htm


    Exhibit 10.8


      EXECUTION
COPY

      


      


      


      


      


      


      LEASE
AGREEMENT

      by and
between

      


      


      CIT CRE LLC,

      a
Delaware limited liability company,

      as
Landlord

      


      


      and

      


      


      LMI FINISHING,
INC.,

      an
Oklahoma corporation,

      as
Tenant

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Dated as
of:  February 13, 2007


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


      
        
          
            
              
                	
                        Section

                      	
                        Page

                      
	 
      	 
      
	
                        Parties

                      	
                        1

                         

                      
	
                        1.

                      	
                        CERTAIN
      DEFINITIONS

                      	
                        1

                      
	 
      	 
      	 
      
	
                        2.

                      	
                        DEMISE
      OF LEASED PREMISES

                      	
                        9

                      
	 
      	 
      	 
      
	
                        3.

                      	
                        TITLE,
      CONDITION AND POSSESSION

                      	
                        9

                      
	 
      	 
      	 
      
	
                        4.

                      	
                        USE
      OF LEASED PREMISES; QUIET ENJOYMENT

                      	
                        10

                      
	 
      	 
      	 
      
	
                        5.

                      	
                        TERM

                      	
                        11

                      
	 
      	 
      	 
      
	
                        6.

                      	
                        MINIMUM
      RENT; INTERIM RENT

                      	
                        11

                      
	 
      	 
      	 
      
	
                        7.

                      	
                        ADDITIONAL
      RENT

                      	
                        12

                      
	 
      	 
      	 
      
	
                        8.

                      	
                        NET
      LEASE: NON-TERMINABILITY.

                      	
                        13

                      
	 
      	 
      	 
      
	
                        9.

                      	
                        PAYMENT
      OF IMPOSITIONS.

                      	
                        14

                      
	 
      	 
      	 
      
	
                        10.

                      	
                        COMPLIANCE
      WITH LAWS AND AGREEMENTS; ENVIRONMENTAL

                        MATTERS

                      	
                        14

                      
	 
      	 
      	 
      
	
                        11.

                      	
                        LIENS;
      RECORDING

                      	
                        18

                      
	 
      	 
      	 
      
	
                        12.

                      	
                        MAINTENANCE
      AND REPAIR

                      	
                        19

                      
	 
      	 
      	 
      
	
                        13.

                      	
                        ALTERATIONS,
      IMPROVEMENTS AND EXPANSIONS

                      	
                        20

                      
	 
      	 
      	 
      
	
                        14.

                      	
                        PERMITTED
      CONTESTS

                      	
                        21

                      
	 
      	 
      	 
      
	
                        15.

                      	
                        INDEMNIFICATION

                      	
                        22

                      
	 
      	 
      	 
      
	
                        16.

                      	
                        INSURANCE

                      	
                        23

                      
	 
      	 
      	 
      
	
                        17.

                      	
                        CASUALTY
      AND CONDEMNATION: CLAIMS

                      	
                        26

                      
	 
      	 
      	 
      
	
                        18.

                      	
                        CASUALTY
      AND CONDEMNATION: RESTORATION

                      	
                        28

                      
	 
      	 
      	 
      
	
                        19.

                      	
                        RESTORATION
      PROCEDURES

                         

                      	
                        28

                      
	
                        20.

                      	
                        ASSIGNMENT
      AND SUBLETTING; PROHIBITION AGAINST LEASEHOLD FINANCING

                      	
                        29

                      
	 
      	 
      	 
      
	
                        21.

                      	
                        SALES
      BY LANDLORD; RIGHT OF FIRST REFUSAL

                      	
                        30

                      
	 
      	 
      	 
      
	
                        22.

                      	
                        EVENTS
      OF DEFAULT

                      	
                        31

                      
	 	 	 
	
                        23.

                      	
                        REMEDIES
      AND DAMAGES UPON DEFAULT

                      	
                        33

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    24.

                  	
                    NOTICES

                  	
                    37

                  
	 
      	 
      	 
      
	
                    25.

                  	
                    ESTOPPEL
      CERTIFICATE

                  	
                    37

                  
	 
      	 
      	 
      
	
                    26.

                  	
                    SURRENDER

                  	
                    37

                  
	 
      	 
      	 
      
	
                    27.

                  	
                    NO
      MERGER OF TITLE

                  	
                    38

                  
	 
      	 
      	 
      
	
                    28.

                  	
                    BOOKS
      AND RECORDS

                  	
                    38

                  
	 
      	 
      	 
      
	
                    29.

                  	
                    NON-RECOURSE
      AS TO LANDLORD

                  	
                    39

                  
	 
      	 
      	 
      
	
                    30.

                  	
                    FINANCING

                  	
                    39

                  
	 
      	 
      	 
      
	
                    31.

                  	
                    SUBORDINATION

                  	
                    40

                  
	 
      	 
      	 
      
	
                    32.

                  	
                    TAX
      TREATMENT: REPORTING

                  	
                    40

                  
	
                     
      

                  	 
      	 
      
	
                    33.

                  	
                    MISCELLANEOUS

                  	
                    40

                  


          

        



      
        
          	
                  SCHEDULES:

                	 
      
	 
      	
                  Schedule
      12(f) Immediate Repairs and Deferred Maintenance
    Expenditures

                
	
                  EXHIBITS:

                	 
      
	 
      	
                  Exhibit
      A – Premises

                
	 
      	 
      
	 
      	
                  Exhibit
      B – Building Equipment

                
	 
      	 
      
	 
      	
                  Exhibit
      C – Minimum Rent Schedule

                
	 
      	 
      
	 
      	
                  Exhibit
      D – Certification Related to the USA Patriot Act

                
	 
      	 
      
	 
      	
                  Exhibit
      E – Determination of Fair Market Rental Value of the Leased
      Premises

                
	 
      	 
      
	 
      	
                  Exhibit
      F – Environmental Reports

                
	 
      	 
      
	 
      	
                  Exhibit
      G – Form of Certification

                


        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LEASE
AGREEMENT

      


      LEASE AGREEMENT, made as of
this 13th day of February, 2007, between CIT CRE LLC, a Delaware
limited liability company, or nominee, with an address c/o CIT Lending Services
Corporation, 1 CIT Drive, Livingston, NJ 07039 ("Landlord"), and LMI FINISHING, INC., an
Oklahoma corporation, with an address c/o LMI Aerospace, Inc., P.O. Box 900, St.
Charles, Missouri 63302-0900 ("Tenant").

      


      In
consideration of the rents and provisions herein stipulated to be paid and
performed, Landlord and Tenant hereby covenant and agree as
follows:

      


      1.           Certain Definitions.
As used herein, the following terms shall have the following
meaning:

       

      "Additional Rent" has
the meaning assigned to such term in Section 7.

      


      "Adjustment Date" has
the meaning assigned to such term in Section 6.

      


      "Affiliate" of any
Person means any Person (presently existing or hereafter created or acquired)
controlling, controlled by or under common control with the specified Person,
and "control" of a Person (including, with correlative meaning, the terms
"controlled by" and "under common control with") means the power to direct or
cause the direction of the management, policies or affairs of the controlled
Person, whether through ownership of securities or partnership or other
ownership interests, directly or indirectly, by contract or
otherwise.

      


      "Alterations" means
all changes, additions, improvements or repairs to, all alterations,
reconstructions, renewals, replacements or removals of and all substitutions or
replacements for any of the Improvements or Building Equipment, both interior
and exterior, structural and non-structural, and ordinary and
extraordinary.

      


      "Appurtenances" means
all tenements, hereditaments, easements, rights-of-way, rights, privileges in
and to the Land, including (a) easements over other lands granted by any
Easement Agreement and (b) any streets, ways, alleys, vaults, gores or strips of
land adjoining the Land.

      


      "Assignment" means any
assignment of rents and leases from Landlord to a Lender which (a) encumbers any
of the Leased Premises and (b) secures Landlord's obligation to repay a Loan, as
the same may be amended, supplemented or modified from time to
time.

      


      "Building Equipment"
has the meaning assigned to such term in Section 2.

      


      "Capital Growth Rate"
means, at any given time, the yield to maturity of the "on the run" ten (10)
year United States Treasury security plus four hundred (400) basis
points.

       

      "Casualty" means any
injury to or death of any person or any loss of or damage to any property
(including the Leased Premises) included within or related to the Leased
Premises.

      


      "Code" means the
Internal Revenue Code of 1986, as amended.

       

      "Commencement Date" means the date
hereof.

       

      "Condemnation" means a Taking or a
Requisition.

      


      "Condemnation Notice"
means notice or knowledge of the institution of or intention to institute any
proceeding for Condemnation.

      


      "Corporate Control
Criteria" means, if deemed satisfied by any Transferee, that such
Transferee has a Credit Rating of both "BB-" or higher from S&P and "B2" or
higher from Moody's, in each case for the twenty-four (24) consecutive calendar
month period prior to a Permitted Transfer and as of the date of the Permitted
Transfer.

      


      "Corporate Control
Event" means any of the following: (i) a merger or consolidation of
Tenant or Guarantor with or into another Person; (ii) the sale of all or
substantially all of the assets of Tenant or Guarantor to any Person; (iii) the
acquisition by any one Person (including Affiliates of such Person) of fifty
percent (50%) or more of the common stock, voting securities or economic
benefits and burdens (including distributions) of Tenant or Guarantor within any
twelve (12) month period; or (iv) a change in 50% or more of the Board of
Directors of Tenant or Guarantor in any twelve (12) month period.

      


      "Costs" of a Person or
associated with a specified transaction means all costs and expenses incurred by
such Person or associated with such transaction, including reasonable attorneys'
fees and expenses, expert fees and expenses, court costs, brokerage fees, escrow
fees, title insurance premiums, mortgage commitment fees, mortgage points and
recording fees and transfer taxes, as the circumstances require. For all
purposes of this Lease, "attorneys' fees and expenses" and similar statements
include those incurred out of court, at trial, on appeal or in any bankruptcy
proceeding.

      


      "Default Rate" has the
meaning assigned to such term in Section 7(a)(iii).

      


      "Easement Agreement"
or "Easement
Agreements" means any conditions, covenants, restrictions, easements,
declarations, licenses and other agreements listed as Permitted Encumbrances or
as may hereafter affect or benefit the Leased Premises.

      


      "Environmental Law" or
"Environmental
Laws" means (i) whenever enacted or promulgated, any applicable federal,
state, foreign or local law, statute, ordinance, rule, regulation, license,
permit, authorization, approval, consent, court order, judgment, decree,
injunction, code, requirement or agreement with any ' governmental entity, (x)
relating to pollution (or the cleanup thereof), or the protection of any
Environmental Media, air, water vapor, surface water, groundwater, drinking
water supply, land (including land surface or subsurface), plant, aquatic and
animal life from injury caused by a Hazardous Substance or (y) concerning
exposure to, or the use, containment, storage, recycling, reclamation, reuse,
treatment, generation, discharge, transportation, processing, handling,
labeling, production, disposal or remediation of Hazardous Substances, Hazardous
Conditions, Hazardous Activities or Environmental Violations, in each case as
amended and as now or hereafter in effect, and (ii) any common law or equitable
doctrine (including injunctive relief and tort doctrines such as negligence,
nuisance, trespass and strict liability) that may impose liability or
obligations or injuries or damages due to or threatened as a result of the
presence of, exposure to, or ingestion of, any Hazardous Substance. The term
Environmental Law includes the federal Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("CERCLA"), the Superfund Amendments and
Reauthorization Act, the federal Water Pollution Control Act, the federal Clean
Air Act, the federal Clean Water Act, the federal Resources Conservation and
Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to
RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control
Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal
Occupational Safety and Health Act of 1970, the federal National Environmental
Policy Act and the federal Hazardous Materials Transportation Act, each as
amended and as now or hereafter in effect and any similar state or local
Law.

       

      "Environmental Media"
means soil, fill material, or other geologic materials at all depths,
groundwater at all depths, surface water including storm water and sewerage,
indoor and outdoor air, and all living organisms, including all animals and
plants, whether located on or off the Leased Premises.

      


      "Environmental
Violation" means any one or more of the following, whether occurring
prior to, on or after the date hereof: (a) any direct or indirect discharge,
disposal, spillage, emission, escape, pumping, pouring, injection, leaching,
Release, seepage, filtration or transporting of any Hazardous Substance at,
upon, under, onto or within the Leased Premises or any Environmental Media, or
from the Leased Premises to any Environmental Media, in violation of any
Environmental Law or in excess of any reportable quantity established under any
Environmental Law or which could result in any liability to Landlord, Tenant or
Lender, any Federal, state or local government or any other Person for the costs
of any removal or Remedial Actions or natural resources damage or for bodily
injury or property damage, (b) any deposit, storage, dumping, placement or use
of any Hazardous Substance at, upon, under or within the Leased Premises in
violation of any Environmental Law or in excess of any reportable quantity
established under any Environmental Law or which could result in any liability
to any Federal, state or local government or to any other Person for the costs
of any removal or Remedial Actions or natural resources damage or for bodily
injury or property damage, (c) the abandonment or discarding at the Leased
Premises of any barrels, containers or other receptacles containing any
Hazardous Substances in violation of any Environmental Laws, (d) any activity,
occurrence or condition in connection with the Leased Premises which could
result in any liability, cost or expense to Landlord or Lender or any other
owner or occupier of the Leased Premises, or which could result in a creation of
a lien on the Leased Premises under any Environmental Law, or (e) any violation
of or noncompliance with any Environmental Law in connection with the Leased
Premises.

      


      "Event of Default" has
the meaning assigned to such term in Section 22.

      


      "Existing Environmental
Condition" has the meaning assigned to such term in Section
10(g).

       

      "Expansion" has the
meaning assigned to such term in Section 13.

      


      "Expiration Date"
means the Initial Expiration Date or, if this Lease has been extended for a
Renewal Term in accordance with Section 5, the last day of such Renewal
Term.

      


      "Fair Market Rental Value of
the Leased Premises" means the rent that would be paid by a willing
tenant and accepted by a willing landlord in an arm length's lease of the Leased
Premises in which neither party is under any compulsion to lease, but without
consideration of any concessions, allowances or other inducements then normally
being offered to prospective tenants. Fair Market Rental Value of the Leased
Premises shall be determined by the appraisal process set forth in Exhibit
E.

      


      "Full Rent Commencement
Date" means the first day of the month following the month in which the
Commencement Date occurs.

      


      "GAAP" means generally
accepted accounting principles.

      


      "Government Lists" has
the meaning assigned to such term in Exhibit D.

      


      "Guarantor" means LMI
Aerospace, Inc., a Missouri corporation.

      


      "Hazardous Activity"
means any activity, process, procedure or undertaking which directly or
indirectly (i) procures, generates or creates any Hazardous Substance; (ii)
causes or results in (or threatens to cause or result in) the release, seepage,
spill, leak, flow, discharge or emission of any Hazardous Substance into the
environment (including the air, ground water, watercourses or water systems),
(iii) involves the containment or storage of any Hazardous Substance; or (iv)
would cause the Leased Premises or any portion thereof to become a hazardous
waste treatment, recycling, reclamation, processing, storage or disposal
facility within the meaning of any Environmental Law.

      


      "Hazardous Condition"
means any condition resulting from an act or omission occurring after the date
hereof which would support any claim or liability under any Environmental
Law.

      


      "Hazardous Substance"
or "Hazardous
Substances" means (i) any substance, material, product, petroleum,
petroleum product, derivative, compound or mixture, mineral (including
asbestos), chemical, gas, medical waste, or other pollutant, in each case
whether naturally occurring, man-made or the by-product of any process, that is
toxic, harmful or hazardous or acutely hazardous to the environment or public
health or safety, (ii) those materials included within the definitions of
"hazardous substances," "extremely hazardous substances," "toxic "hazardous
materials," "toxic substances" "toxic pollutants," "hazardous air pollutants"
"toxic air contaminants," "solid waste," "hazardous waste," "pollutants,"
contaminants" or similar categories under any Environmental Laws, or (iii) any
substance supporting a claim under any Environmental Law, whether or not defined
as hazardous as such under any Environmental Law. Hazardous Substances include
any toxic or hazardous waste, pollutant, contaminant, industrial waste,
petroleum or petroleum-derived substances or waste, radon, radioactive
materials, asbestos, asbestos containing materials, urea formaldehyde foam
insulation, lead and polychlorinated biphenyls.

       

      "Impositions" has the
meaning assigned to such term in Section 9.

       

      "Improvements" has the meaning assigned
to such term in Section 2.

      


      "Indemnitee" has the
meaning assigned to such term in Section 15.

      


      "Initial Appraiser"
has the meaning assigned to such term in Exhibit E.

      


      "Initial Expiration
Date" has the meaning assigned to such term in Section 5.

      


      "Initial Valuation"
has the meaning assigned to such term in Exhibit E.

      


      "Insurance
Requirements" means the requirements of all insurance policies required
to be maintained in accordance with this Lease.

      


      "Interim Rent" has the
meaning assigned to such term in Section 6.

      


      "Land" has the meaning
assigned to such term in Section 2.

      


      "Law" means any
constitution, statute, rule of law, code, ordinance, order, judgment, decree,
injunction, rule, regulation, policy, requirement or administrative or judicial
determination, even if unforeseen or extraordinary, of every duly constituted
governmental authority, court or agency, now or hereafter enacted or in
effect.

      


      "Lease" means this
Lease Agreement.

      


      "Lease Guaranty" has
the meaning the Guaranty and Suretyship Agreement dated December 28, 2006 made
by Guarantor to Landlord.

      


      "Lease Year" means (a)
the period commencing on the Full Rent Commencement Date and ending at midnight
on the last day of the twelfth (12th) consecutive calendar month thereafter, and
(b) each succeeding twelve (12) month period occurring during the
Term.

      


      "Leased Premises" has
the meaning assigned to such term in Section 2.

      


      "Legal Requirements"
means the requirements of all present and future Laws (including Environmental
Laws and Laws relating to accessibility to, usability by, and discrimination
against, disabled individuals) and all covenants, restrictions and conditions
now or hereafter of record which may be applicable to Tenant or to any of the
Leased Premises, or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration, repair or restoration of any of the Leased Premises,
even if compliance therewith necessitates structural changes or improvements or
results in interference with the use or enjoyment of any of the Leased
Premises.

      


      "Lender" means any
person or entity (and their respective successors and assigns) which may, after
or contemporaneously with the date hereof, make a Loan to Landlord or is the
holder of any Note.

       

      "Loan" means any loan
made by one or more Lenders to Landlord, which loan is secured by a Mortgage and
an Assignment and is evidenced by a Note.

      


      "Minimum Rent" has the
meaning assigned to such term in Section 6.

      


      "Minimum Rent Payment
Date" has the meaning assigned to such term in Section 6.

       

      "Monetary Obligations"
means Rent and all other sums payable by Tenant under this Lease to Landlord, to
any third party on behalf of Landlord or to any Indemnitee.

      


      "Mortgage" means any
mortgage or deed of trust from Landlord to a Lender which (a) encumbers any of
the Leased Premises and (b) secures Landlord's obligation to repay a Loan, as
the same may be amended, supplemented or modified.

      


      "Net Award" means (a)
the entire award payable to Landlord or Lender by reason of a Condemnation
whether pursuant to a judgment or by agreement or otherwise, or (b) the entire
proceeds of any insurance required under clauses (i), (ii) (to the extent
payable to Landlord or Lender), (iv), (v) or (vi) of Section 16(a), as the case
may be, less any expenses incurred by Landlord and Lender in collecting such
award or proceeds.

      


      "Note" means any
promissory note evidencing Landlord's obligation to repay a Loan, as the same
may be amended, supplemented or modified.

      


      "Owner" has the
meaning assigned to such term in Exhibit D.

      


      "Permitted
Encumbrances" means those covenants, restrictions, reservations, liens,
conditions and easements and other encumbrances of record as of the date hereof,
other than any Mortgage or Assignment, and liens for unpaid real estate taxes
and assessment not yet due and payable.

      


      "Permitted Transfer"
has the meaning assigned to such term in Section 22.

      


      "Permitted Violations"
has the meaning assigned to such term in Section 14.

      


      "Person" means an
individual, partnership, association, corporation, trust or other legal
entity.

      


      "Present Value" of any
amount means such amount discounted by a rate per annum which is the lower of
(a) the Prime Rate at the time such present value is determined or (b) eight
percent (8%) per annum.

      


      "Primary Term" has the
meaning assigned to such term in Section 5.

       

      "Prime Rate" means the
annual interest rate as published, from time to time, in the Wall Street Journal
as the "Prime Rate" in its column entitled "Money Rate". The Prime Rate
may not be the lowest rate of interest charged by any "large U.S. money center
commercial banks" and Landlord makes no representations or warranties to that
effect. In the event the Wall Street Journal ceases
publication or ceases to publish the "Prime Rate" as described above, the Prime
Rate shall be the average per annum discount rate (the "Discount Rate") on
ninety-one (91) day bills issued from time to time by the United States Treasury
("Treasury
Bills") at its most recent auction, plus three hundred (300) basis
points. If no such 91-day Treasury Bills are then being issued, the Discount
Rate shall be the discount rate on Treasury Bills then being issued for the
period of time closest to ninety-one (91) days.

       

      "Purchase Agreement"
means the Purchase Agreement dated as of December 28, 2006 between Tenant, as
seller, and Landlord, as purchaser, relating to the Leased
Premises.

      


      "Release" means any
active or passive spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or disposing of any
Hazardous Substance into any Environmental Media. For the purposes of this
Lease, "Release" also includes any threatened Release.

      


      "Remedial Actions"
means any investigation, work plan preparation removal, repair, cleanup,
abatement, remediation, monitored natural attenuation, natural resource damage
assessment and restoration, closure, post-closure, detoxification or remedial
activity of any kind whatsoever necessary to address any Release, any
Environmental Violation and/or any Hazardous Condition.

      


      "Remediation Plan" has
the meaning assigned to such term in Section 10.

       

      "Renewal Date" has the meaning assigned
to such term in Section 5.

      


      "Renewal Term" has the
meaning assigned to such term in Section 5.

      


      "Rent" means,
collectively, Interim Rent, Minimum Rent and Additional Rent.

       

      "Requesting Party" has the meaning
assigned to such term in Section 25.

      


      "Requisition" means
any temporary requisition or confiscation of the use or occupancy of any of the
Leased Premises by any governmental authority, civil or military, whether
pursuant to an agreement with such governmental authority in settlement of or
under threat of any such requisition or confiscation, or otherwise.

      


      "Responding Party" has
the meaning assigned to such term in Section 25.

      


      "Restoration Fund" has
the meaning assigned to such term in Section 19.

      


      "Set-Off" has the
meaning assigned to such term in Section 8.

      


      "Site Reviewers" has
the meaning assigned to such term in Section 10(c).

      


      "Site Assessment" has
the meaning assigned to such term in Section 10.

      


      "SNDA Provisions" has
the meaning assigned to such term in Section 31.

       

      "State" means, with
respect to any parcel of Land comprising the Leased Premises, the jurisdiction
in which such parcel is located.

      


      "Subleases" has the
meaning assigned to such term in Section 20.

      


      "Surviving
Obligations" means any obligations of Tenant under this Lease, actual or
contingent, which arise on or prior to the expiration or prior termination of
this Lease or rejection in bankruptcy, which survive such expiration,
termination or rejection by their own terms.

      


      "Taking" means (a) any
taking of, or damage to, all or a portion of any of the Leased Premises (i) in
or by condemnation or other eminent domain proceedings pursuant to any Law,
general or special, or (ii) by reason of any agreement with any condemnor in
settlement of or under threat of any such condemnation or other eminent domain
proceeding, or (iii) by any other means, or (b) any de facto condemnation. The
Taking shall be considered to have taken place as of the later of the date
actual physical possession is taken by the condemnor, or the date on which the
right to compensation and damages accrues under the law applicable to the Leased
Premises.

      


      "Term" means the
Primary Term or any Renewal Term, whichever is then in effect.

      


      "Third Appraiser" has
the meaning assigned to such term in Exhibit E.

      


      "Third Party Offer"
has the meaning assigned to such term in Section 21.

      


      "Third Party
Purchaser" has the meaning assigned to such term in Section
21.

      


      "Third Valuation" has
the meaning assigned to such term in Exhibit E.

      


      "Trade Fixtures" means
all machinery; apparatus, furniture, fixtures and equipment now or hereafter
installed by Tenant and used in connection with the conduct of Tenant's business
on the Leased Property, other than fixtures and items of personal property that
are integral to the ownership, maintenance and operation of the Improvements and
which cannot be removed from the Leased Property without adversely affecting the
value, or the general utility or use of such Leased Property.

      


      "Transferee" has the
meaning assigned to such term in Section 22.

      


      "Use" has the meaning
assigned to such term in Section 10.

      


      "Valuation Notice" has
the meaning assigned to such term in Exhibit E.

       

      "Valuation Period" has
the meaning assigned to such term in Exhibit E.

      


      "Work" has the meaning
assigned to such term in Section 13.

       

      2.           Demise of Premises.
Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases
from Landlord, for the Term and upon the provisions hereinafter specified, the
following described property (collectively, the "Leased Premises"):

      


      (a)           the
premises described in Exhibit A hereto,
together with the Appurtenances (collectively, the "Land");

      


      (b)           all
buildings, structures and other improvements now or hereafter constructed on the
Land (collectively, the "Improvements");
and

      


      (c)           the
fixtures, machinery, equipment and other property described in Exhibit B hereto (collectively, the
"Building
Equipment").

      


      3.           Title, Condition and
Possession.

      


      (a)           The
Leased Premises are demised and let subject to (i) the rights of any Persons in
possession of the Leased Premises, (ii) the existing state of title of any of
the Leased Premises, including any Permitted Encumbrances, (iii) any state of
facts which an accurate survey or physical inspection of the Leased Premises
might show, (iv) all Legal Requirements, including any existing violation of any
thereof, and (v) the condition of the Leased Premises as of the Commencement
Date, without representation or warranty by Landlord.

      


      (b)           LANDLORD
LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS. TENANT ACKNOWLEDGES THAT
LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) AND THE
INDEMNITEES HAVE NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD OR ANY OF THE
INDEMNITEES BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR
REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE
OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE
EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD'S TITLE THERETO, (v)
VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix)
CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii)
DURABILITY, (xv) OPERATION, INCOME, EXPENSES, ENTITLEMENTS OR ZONING, (xv) THE
EXISTENCE OF ANY HAZARDOUS SUBSTANCE, ENVIRONMENTAL VIOLATION, RELEASE,
HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi) COMPLIANCE OF THE LEASED
PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND ALL RISKS INCIDENT THERETO ARE
TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE LEASED PREMISES ARE OF ITS
SELECTION AND TO ITS SPECIFICATIONS AND HAVE BEEN INSPECTED BY TENANT AND ARE
SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE
LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, NEITHER LANDLORD NOR
ANY INDEMNITEES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO
OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN
TORT). THE PROVISIONS OF THIS SECTION 3(b) HAVE BEEN NEGOTIATED, AND ARE
INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD
OR ANY INDEMNITEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED
PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW
OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

       

      (c)           Tenant
represents to Landlord that Tenant has examined the title to the Leased Premises
prior to the execution and delivery of this Lease and has found the same to be
satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee
simple title (both legal and equitable) is in Landlord and that Tenant has only
the leasehold right of possession and use of the Leased Premises as provided
herein.

      


      4.           Use of Leased Premises;
Quiet Enjoyment.

      


      (a)           Tenant
may occupy and use the Leased Premises for the operation of any lawful business
purpose related to the conduct of Tenant's business. Tenant shall not use or
occupy or permit any of the Leased Premises to be used or occupied, nor do or
permit anything to be done in or on any of the Leased Premises, in a manner
which would or might (i) violate any Law, Legal Requirement or Easement
Agreement, (ii) make void or voidable or cause any insurer to cancel any
insurance required by this Lease, or make it difficult or impossible to obtain
any such insurance at commercially reasonable rates, (iii) cause structural
injury to any of the Improvements, (iv) constitute a public or private nuisance
or waste, or (v) violate or not be permitted pursuant to, a Permitted
Encumbrance.

      


      (b)           Subject
to the provisions hereof, so long as no Event of Default has occurred and is
continuing, Tenant shall quietly hold, occupy and enjoy the Leased Premises
throughout the Term, without any hindrance, ejection or molestation by Landlord
with respect to matters that arise after the date hereof; provided that Landlord or its agents may enter
upon and examine any of the Leased Premises at such reasonable times as Landlord
may select and upon two (2) business days' prior notice to Tenant (except in the
case of an emergency, in which no notice shall be required) for the purpose of
inspecting the Leased Premises, verifying compliance or non-compliance by Tenant
with its obligations hereunder and the existence or non-existence of an Event of
Default or event which with the passage of time and/or giving of notice would
constitute an Event of Default, showing the Leased Premises to prospective
Lenders and purchasers and taking such other action with respect to the Leased
Premises as is permitted by any provision hereof.

      


      (c)           Tenant
shall not abandon or vacate the Leased Premises and Tenant shall operate its
business at the Leased Premises pursuant to the terms and provisions of this
Lease. If Tenant ceases to do business at all or a material portion of the
Leased Premises for a period longer than six (6) months, then Landlord may
request that the Tenant use commercially reasonable efforts to attempt to sublet
the Leased Premises.

       

      5.           Term.

      


      (a)           Subject
to the provisions hereof, Tenant shall have and hold the Leased Premises for an
initial term (such term, as the same may be extended in the manner set forth
hereinafter, being referred to herein as the “Primary Term”) commencing on the
Commencement Date and ending on February 28, 2025 (the "Initial Expiration
Date"). If, on or prior to the Initial Expiration Date or the expiration of any
Renewal Term this Lease shall not have been sooner terminated, then on the
Initial Expiration Date and on the fifth, tenth, and fifteenth anniversaries of
the Initial Expiration Date (the Initial Expiration Date and each such
anniversary being referred to herein as a "Renewal Date"), Tenant shall have the
right to extend the Term for an additional period of five years (each such
extension period, a "Renewal Term"). In order to extend the then Term for a
Renewal Term, Tenant shall notify Landlord at least twelve (12) months prior to,
but no earlier than fifteen (15) months prior to, each Renewal Date that Tenant
desires to extend the then Term for a Renewal Term. It is a condition to the
extension of the Term of the Lease at each Renewal Date that (a) no Event of
Default shall have occurred or be continuing as of the date Tenant gives notice
to Landlord of Tenant's intention to so extend the Term for an additional
five-year period, and (b) no Event of Default shall have occurred and be
continuing as of such Renewal Date. Any such extension of the Term shall be
subject to all of the provisions of this Lease, as the same may be amended,
supplemented or modified (except that Tenant shall have no right to any
additional renewal terms).

      


      (b)           The
Primary Term and/or any Renewal Term may also be extended upon the occurrence of
certain events as set forth in Section 13(a).

      


      (c)           During
the last year of the Term (as the same may be renewed pursuant to Section 5(a)),
Landlord shall have the right to advertise the availability of the Leased
Premises for sale or reletting, to erect signs upon the Leased Premises
indicating such availability and to show the Leased Premises to prospective
tenants at such reasonable times as Landlord may select. Landlord shall also
have the right at any time to show the Leased Premises to prospective purchasers
or Lenders at such reasonable times as Landlord may select.

      


      6.           Minimum Rent; Interim
Rent. Commencing on the Full Rent Commencement Date and continuing
throughout the Primary Term, Tenant shall pay to Landlord, as annual minimum
rent for the Leased Premises during the first Lease Year, the amount of One
Hundred Fifty-Two Thousand, Seven Hundred Forty and no/100 Dollars
($152,740.00). The annual minimum rent for the second Lease Year and every Lease
Year thereafter, beginning with the first day of the second Lease Year and
continuing on the first day of third Lease Year and every Lease Year thereafter
throughout the Primary Term (the first day of each such Lease Year being
referred to herein as an "Adjustment Date"), shall be increased by an amount
equal to two and three-tenths percent (2.3%) of the Minimum Rent payable
immediately prior to the Adjustment Date. During any Renewal Term, such annual
minimum rent shall be equal to ninety five percent (95%) of the Fair Market
Rental Value of the Leased Premises. Such annual minimum rent, as so adjusted
for any Lease Year during the Primary Term or any Renewal Term, is referred to
herein as the "Minimum Rent". The Minimum Rent is set forth in the schedule
attached hereto as Exhibit C, and shall be subject to 'increases pursuant to
Section 13(a). Minimum Rent shall be paid monthly in advance on the first day of
each month during the Primary Term or any Renewal Term (each such day being a
"Minimum Rent Payment Date") in the
amount of the annual Minimum Rent then in effect divided by twelve (12). Monthly
Minimum Rent for the first Lease Year shall be Twelve Thousand, Seven Hundred
Twenty-Eight and 33/100 Dollars ($12,728.33) per month. Each such rental payment
shall be made, at Landlord's sole discretion, to Landlord at its address set
forth above or to such one or more other Persons, at such addresses and in such
proportions as Landlord may direct by ten (10) days' prior written notice to
Tenant (in which event Tenant shall give Landlord notice of each such payment
concurrent with the making thereof). Pro rata minimum rent for the Leased
Premises (based on the annual Minimum Rent for the first Lease Year as set forth
in Exhibit C) for the period commencing on the Commencement Date and ending on
the day preceding the Full Rent Commencement Date (the "Interim Rent") shall be
payable, in advance, on the Commencement Date.

       

      If
required by Landlord, Tenant shall pay the Interim Rent and Minimum Rent to
Landlord (or to a Lender designated by Landlord) monthly by ACH and in
immediately available funds.

      


      7.           Additional
Rent.

      


      (a)           Tenant
shall pay and discharge, as additional rent (collectively, “Additional Rent")
the following amounts:

      


      (i)             except
as otherwise specifically provided herein, all Costs of Tenant, Landlord, Lender
and any other Persons specifically referenced herein which are incurred in
connection or associated with (A) the use, non-use, occupancy, possession,
operation, condition, design, construction, maintenance, alteration, repair or
restoration of any of the Leased Premises, (B) the performance of any of
Tenant's obligations under this Lease, (C) any Condemnation proceedings, (D) the
adjustment, settlement or compromise of any insurance claims involving or
arising from any of the Leased Premises, (E) the prosecution, defense or
settlement of any litigation involving or arising from any of the Leased
Premises or this Lease, (F) the exercise or enforcement by Landlord, its
successors and assigns, of any of its rights or remedies under this Lease, (G)
any amendment to or modification or termination of this Lease made at the
request of Tenant, and/or (H) any act undertaken by Landlord (or its counsel) at
the request of Tenant, or incurred in connection with any act of Landlord
performed on behalf of Tenant;

      


      (ii)             after
the date which is five (5) business days after the date on which all or any
portion of any installment of Interim Rent or Minimum Rent is due and not paid,
an amount equal to five percent (5%) of the amount of such unpaid installment or
portion thereof. The foregoing late fees are not a penalty, and Tenant's
obligation to pay Landlord late fees as set forth above shall be in addition to
all of Landlord's other rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Landlord's remedies in any
manner;

       

      (iii)             interest
at the rate (the "Default Rate") of three percent (3%) per annum in excess of
the Prime Rate on the following sums until paid in full: (A) all overdue
installments of Interim Rent or Minimum Rent from the respective due dates
thereof, (B) all overdue amounts of Additional Rent relating to obligations
which Landlord shall have paid on behalf of Tenant, from the date of Landlord's
notice of the payment made by Landlord, and (C) all other overdue amounts of
Additional Rent, from the date when any such amount becomes
overdue;

       

      (iv)             concurrently
with each payment of Interim Rent or Minimum Rent, any rent tax, sales tax,
excise tax, privilege tax or other tax then payable with respect to real
property rents, and any penalties in connection therewith; and

      


      (v)             any
other items specifically required to be paid by Tenant under this Lease,
including items in Section 12 that reference this Section 7.

      


      (b)           Tenant
shall pay and discharge (i) any Additional Rent referred to in Section 7(a)(i)
when the same shall become due, provided that amounts which are billed to
Landlord or any third party, but not to Tenant, shall be paid within five (5)
days after Landlord's demand for payment thereof, and (ii) any other Additional
Rent, within five (5) days after Landlord's demand for payment
thereof.

      


      (c)           In
no event shall amounts payable under Section 7(a)(ii), (iii) and (iv) exceed the
maximum amount permitted by applicable Law.

      


      8.           Net Lease;
Non-Terminability.

      


      (a)           This
is a net lease and all Monetary Obligations shall be paid by Tenant without
notice or demand and without set-off, counterclaim, recoupment, abatement,
suspension, deferment, diminution, deduction, reduction or defense
(collectively, a "Set-Off').

      


      (b)           Except
as otherwise expressly provided herein, this Lease and the rights of Landlord
and the obligations of Tenant hereunder shall not be affected by any event or
for any reason, including the following: (i) any damage to or theft, loss or
destruction of any of the Leased Premises, (ii) any Casualty or Condemnation,
(iii) Tenant's acquisition of ownership of any of the Leased Premises other than
pursuant to an express provision of this Lease, (iv) any default on the part of
Landlord hereunder or under any Note, Mortgage, Assignment or any other
agreement, (v) any latent or other defect in any of the Leased Premises, (vi)
the breach of any warranty of any seller or manufacturer of any of the Building
Equipment, (vii) any violation of any provision of this Lease by Landlord,
(viii) the bankruptcy, insolvency, reorganization, composition, readjustment,
liquidation, dissolution or winding-up of, or other proceeding affecting
Landlord, (ix) the exercise of any remedy, including foreclosure, under any
Mortgage or Assignment, (x) any action with respect to this Lease (including the
disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or
liquidator of Landlord or any court under the Federal Bankruptcy Code or
otherwise, (xi) any interference with Tenant's use of the Leased Premises by
parties other than Landlord, (xii) market or economic changes, or (xiii) any
other cause, whether similar or dissimilar to the foregoing, any present or
future Law to the contrary notwithstanding.

      


      (c)           The
obligations of Tenant hereunder shall be separate and independent covenants and
agreements, all Monetary Obligations shall continue to be payable in all events
(or, in lieu thereof, Tenant shall pay amounts equal thereto), and the
obligations of Tenant hereunder shall continue unaffected unless the requirement
to pay or perform the same shall have been terminated pursuant to an express
provision of this Lease. All Rent payable by Tenant hereunder shall constitute
"rent" for all purposes (including Section 502(b)(6) of the Bankruptcy
Code).

       

      (d)     Except as
otherwise expressly provided herein, Tenant shall have no right and hereby
waives all rights which it may have under any Law (i) to quit, terminate or
surrender this Lease or any of the Leased Premises, or (ii) to any Set-Off of
any Monetary Obligations.

      


      9.           Payment of
Impositions. Tenant shall, before interest or penalties are due thereon,
pay and discharge all taxes (including real and personal property, franchise,
sales and rent taxes, and any penalties in connection therewith), all charges
for any easement or agreement maintained for the benefit of any of the Leased
Premises (including any Easement Agreement), all assessments and levies, all
permit, inspection and license fees, all rents and charges for water, sewer,
utility and communication services relating to the any of Leased Premises, all
ground rents and all other public charges whether of a like or different nature,
even if unforeseen or extraordinary, imposed upon or assessed against (i)
Tenant, (ii) Tenant's leasehold interest in the Leased Premises, (iii) any of
the Leased Premises, (iv) Landlord as a result of or arising in respect of the
acquisition, ownership, occupancy, leasing; use, possession or sale of any of
the Leased Premises, any activity conducted on any of the Leased Premises, or
the Rent, in each case whether accruing before or after the Commencement Date
(collectively, the "Impositions"); provided,
however, that nothing herein shall obligate Tenant to pay (A) income,
excess profits or other taxes of Landlord which are determined on the basis of
Landlord's net income or net worth (unless such taxes are in lieu of or a
substitute for any other tax, assessment or other charge upon or with respect to
the Leased Premises which, if it were in effect, would be payable by Tenant
under the provisions hereof or by the terms of such tax, assessment or other
charge), (B) any estate, inheritance, succession, gift or similar tax imposed on
Landlord, or (C) any capital gains tax imposed on Landlord in connection with
the sale of the Leased Premises to any Person. If any Imposition may be paid in
installments without interest or penalty, Tenant shall have the option to pay
such Imposition in installments so long as each installment is timely paid and
Landlord receives evidence of each such payment. Tenant shall prepare and file
all tax reports required by governmental authorities which relate to the
Impositions. Tenant shall deliver to Landlord (1) copies of all settlements and
notices pertaining to the Impositions which may be issued by any governmental
authority within ten (10), days after Tenant's receipt thereof, (2) receipts for
payment of all taxes required to be paid by Tenant hereunder within ten (10)
days after the due date thereof, and (3) receipts for payment of all other
Impositions within ten (10) days after Landlord's request therefor.

      


      10.           Compliance with Laws and
Agreements; Environmental Matters.

      


      (a)           Tenant
shall, at its expense, comply with and conform to, and cause the Leased Premises
and any other Person occupying any part of the Leased Premises to comply with
and conform to, all Insurance Requirements and Legal Requirements (including all
applicable Environmental Laws). Tenant shall not at any time (i) cause, permit
or suffer to occur any Environmental Violation or (ii) permit any sublessee,
assignee or other Person occupying the Leased Premises under or through Tenant
to cause, permit or suffer to occur any Environmental Violation. Without
limiting the foregoing, Tenant shall not use, store, transport, dispense, sell,
Release or discharge any Hazardous Substances, except in strict compliance with
all Environmental Laws.

       

      (b)           Tenant,
at its sole cost and expense, will at all times promptly and faithfully abide
by, discharge and perform all of the covenants, conditions and agreements
contained in any Easement Agreement or in any other contract or agreement
relating to the Leased Premises on the part of Landlord or the occupier to be
kept and performed thereunder. Tenant will not alter, modify, amend or terminate
any Easement Agreement, give any consent, approval or waiver thereunder, or
enter into any new Easement Agreement without, in each case, the prior written
consent of Landlord.

      


      (c)           Upon
at least two (2) business days' prior written notice from Landlord, Tenant shall
(after the Commencement Date) permit such persons as Landlord may designate
("Site Reviewers") to visit the
Leased Premises and perform environmental site investigations and assessments
("Site Assessments") on the
Leased Premises for the purpose of determining whether there exists on the
Leased Premises any Environmental Violation or any condition which could result
in any Environmental Violation. Such Site Assessments may include both above and
below the ground testing for Environmental Violations and such other tests as
may be necessary, in the opinion of the Site Reviewers, to conduct the Site
Assessments. If Site Reviewers determine that the testing of soil and/or
groundwater at the Leased Premises is necessary, Site Reviewers shall provide
Tenant with a detailed written explanation setting forth a reasonable basis for
the performance of such testing at the Leased Premises. Tenant shall supply to
the Site Reviewers such historical and operational information regarding the
Leased Premises as may be reasonably requested by the Site Reviewers to
facilitate the Site Assessments, and shall make available for meetings with the
Site Reviewers appropriate personnel having knowledge of such matters. So long
as (i) Tenant is not in default hereunder and (ii) Landlord does not have
reasonable cause to suspect that an Environmental Violation has occurred on the
Leased Premises (in either situation Tenant shall be responsible for the cost of
the site assessment), Landlord shall pay for the cost of such site assessment
conducted by Landlord no more frequently than once every other Lease Year;
provided, however, that if the results of such assessment indicate that a
Hazardous Condition or an Environmental Violation exists, then Tenant shall pay
for the cost of such site assessment. If such Environmental Violation is
determined to be related to Existing Environmental Conditions at the Leased
Premises, then Tenant shall have all rights and obligations with regard to the
Existing Environmental Conditions as are set forth in Section 10(e) and 10(g) of
this Lease.

      


      (d)           If
an Environmental Violation, Hazardous Condition, or Existing Environmental
Condition is found to exist and, in Tenant's reasonable judgment, the cost of
remediation of the same is likely to exceed $25,000, Tenant shall provide
Landlord with written notice within ten (10) days of such discovery. If in
Landlord's reasonable judgment, the cost of such remediation is likely to exceed
$100,000, then, within ten (10) days after Landlord's request therefor, Tenant
shall provide Landlord with adequate financial assurances that Tenant will take
Remedial Actions to effect such remediation in accordance with applicable
Environmental Laws. Such financial assurances shall be a bond or letter of
credit reasonably satisfactory to Landlord in form and substance and in an
amount equal to or greater than Landlord's reasonable estimate, based upon a
Site Assessment performed pursuant to Section 10(c), of the anticipated cost of
such Remedial Actions.

       

      (e)           If
any Environmental Violation, Hazardous Condition, or Existing Environmental
Condition occurs or is found to exist (for example, but without limitation, a
detection of a leak in an underground tank or a petroleum spillage by a tanker),
Tenant, at its sole expense, shall take any and all Remedial Actions and other
actions as necessary to cure such Environmental Violation, Hazardous Condition,
or Existing Environmental Condition in strict compliance with Environmental Laws
and take any other action with regard to the Existing Environmental Conditions
specifically set forth in Exhibit
F. Tenant shall be responsible for all reporting, investigation and/or
remediation requirements under any Environmental Law with respect to any
Environmental Violation, Hazardous Condition, or Existing Environmental
Condition, all at Tenant's sole cost and expense. If Tenant fails to correct any
Environmental Violation, Hazardous Condition, or Existing Environmental
Condition which occurs or is found to exist or fails to take such steps as may
be required by the applicable governmental authorities in accordance with
applicable Environmental Laws, Landlord shall have the right (but no obligation)
to take any and all actions as Landlord shall deem necessary or advisable in
order to cure such Environmental Violation, Hazardous Condition or Existing
Environmental Condition, all at Tenant's sole cost and expense, and as
Additional Rent.

      


      (f)           From
and after the Commencement Date, the Use of any Hazardous Substances at the
Leased Premises shall not be permitted, unless such Use is in full compliance
with all Environmental Laws and any other applicable local, state and federal
statutes, orders, ordinances, rules and regulations. As used in this Lease, the
"Use" of Hazardous Substances
means the receipt, handling, generation, storage, use, dispensing, treatment,
recycling, sale, transfer, transportation, introduction, or incorporation of
Hazardous Substances into, on, about, under or from the Leased Premises, whether
by Tenant or by any contractor, subcontractor, subtenant, licensee,
concessionaire, or invitee of Tenant.

      


      (g)           Tenant
shall notify Landlord immediately after (1) becoming aware of any actual,
alleged or threatened Environmental Violation or Hazardous Condition; (2) any
and all enforcement actions, initiation of Remedial Actions or other
governmental or regulatory actions (excluding routine actions such as permit
renewals) instituted, completed or threatened pursuant to any Environmental Laws
affecting the Leased Premises; (3) all claims made or threatened by any third
person against Tenant or the Leased Premises relating in any way whatsoever to
Hazardous Substances, Environmental Violations or Hazardous Conditions; (4)
Tenant's knowledge of any Release of Hazardous Substances at, on, in, under or
from the Leased Premises or on, in or under any adjoining property; or (5)
Tenant's noncompliance with any of the covenants contained in this Section 10,
and Tenant shall forward to Landlord immediately upon receipt thereof copies of
all orders, reports, notices, permits, applications or other communications
relating to any such violation or noncompliance. Tenant shall provide Landlord
with information reasonably requested by Landlord concerning Hazardous
Substances in connection with the Leased Premises, regardless of whether there
is an Environmental Violation. Landlord and Tenant acknowledge that each has
received notice of the Environmental Violations, if any, or Hazardous
Conditions, if any, identified in the environmental reports and/or any separate
Environmental Violations or Hazardous Conditions listed on Exhibit F (collectively, the "Existing
Environmental Conditions"). So long as Tenant is not in default under its
obligations hereunder, Landlord consents to any corrective action and
remediation performed by Tenant pursuant to a remediation plan submitted by
Tenant to, and approved by, the applicable governmental authorities (the "Remediation Plan") in compliance with
Environmental Laws with regard to any such Existing Environmental Conditions [to
the extent additional remedial measures are not specifically set forth in Exhibit F with regard to Existing
Environmental Conditions]. So long as (i) Tenant is not in default hereunder,
and (ii) Landlord has approved such Remediation Plan, such approval not to be
unreasonably withheld, Tenant shall have the exclusive right to take any action
deemed necessary to implement such Remediation Plan, including (1)
communications with regulatory authorities, third parties and environmental
contractors, (2) preparation of corrective action plans, (3) performance of
environmental testing of soil and/or groundwater, and (4) performance of
corrective action, including installation of temporary and permanent monitoring
wells, removal or impacted soil and groundwater, and preparation of any reports
relating to such corrective action. Landlord shall cooperate with Tenant with
regard to any action that is necessary in order for Tenant to satisfy Tenant's
obligations relating to Existing Environmental Conditions.

       

      (h)           All
future leases, subleases or concession agreements relating to the Leased
Premises entered into by Tenant shall contain covenants of the other party to
not at any time (i) cause any Environmental Violation to occur or (ii) permit
any Person occupying the Leased Premises through said subtenant or
concessionaire to cause any Environmental Violation to occur.

      


      (i)           Tenant
shall indemnify, defend (with counsel acceptable to Landlord), release and hold
Landlord and all Indemnitees (as set forth in Section 15) harmless from any and
all claims, demands, judgments, damages, penalties, fines, Costs, liabilities or
losses (including claims for diminution in value of the Leased Premises, stigma
related damages, damages for the loss of or restriction on use of rentable or
usable space or of any amenity of the Leased Premises, damages arising from any
adverse impact on marketing the Leased Premises, and all sums paid in settlement
of claims, and all reasonable attorneys' fees and Costs, reasonable consultant
fees and costs and reasonable expert fees and costs) whether direct or indirect,
known or unknown, foreseen or unforeseen, that may arise on account of or in any
way be connected with any alleged, threatened or actual (1) the presence of,
Tenant's Use of, or any Release of, Hazardous Substance in, on, under, about or
from any part of the Leased Premises, whether or not such Hazardous Substances
existed on the Leased Premises prior to the Commencement Date or migrated to the
Leased Premises from other properties in the vicinity of the Leased Premises;
(2) violation of any Environmental Law applicable to the Leased Premises; (3)
Environmental Violation or Hazardous Condition with respect to the Leased
Premises; including, but not limited to, (a) damages from injury to or
destruction or loss of natural resources, including the reasonable costs of
assessing such injury, destruction or loss, incurred pursuant to Section 107 of
CERCLA, or any successor section or act or provision of any similar state or
local Law, or (b) liability for costs and expenses of abatement, correction or
clean-up, fines, damages, response costs or penalties which arise from the
provisions of any other Environmental Laws; (4) breach or default by Tenant of
any of Tenant's covenants set forth in this Section 10; (5) the costs associated
with response costs and for costs of removal and Remedial Actions, including all
necessary plans and reports, incurred by the U.S. Environmental Protection
Agency, or any other federal, state or local governmental agency or entity or by
any other Person, incurred pursuant to the CERCLA, RCRA, or any other applicable
Environmental Laws; (6) oversight charges, fines, damages or penalties arising
from the presence or Release of Hazardous Substances, and any related Remedial
Actions, incurred pursuant to the provisions of CERCLA, RCRA, or any other
applicable Environmental Laws; (7) liability to third Parties arising out of the
presence or Release of Hazardous Substances for personal injury, bodily injury,
or property damage arising under any statutory or common law theory, including
damages assessed for the maintenance of a public or private nuisance or any
trespass, the costs of Remedial Actions, or for the carrying on of an abnormally
dangerous activity; (8) direct or indirect compensatory, consequential, or
punitive damages arising out of any claim based on the presence or Release of
Hazardous Substances or damage or threatened damage to Environmental Conditions;
(9) Costs, fees and expenses of attorneys, consultants and experts incurred or
sustained in making any investigation on account of any claim, in prosecuting or
defending any action brought in connection therewith, in obtaining or seeking to
obtain a release therefrom, or in enforcing any of the agreements herein
contained; and (10) Rent during any period in which Remedial Actions are being
taken. The foregoing indemnity, defense, release and hold harmless obligations
of Tenant shall apply to Tenant's Use of Hazardous Substances irrespective of
whether any activities related to such Use were or will be undertaken in
accordance with Environmental Laws or other applicable laws, regulations, codes
and ordinances. Tenant specifically agrees that it shall not sue or seek
contribution from any Indemnitee or any successors or assigns thereof in any
matter relating Environmental Violation and/or Hazardous Substance liability.
All reasonable Costs and expenses related to this Section incurred by Landlord
shall be repaid by Tenant to Landlord as Additional Rent. This Section 10(i)
shall survive the expiration, termination or rejection in bankruptcy of the
Lease.

       

      (j)           Tenant
shall, within five (5) days after request by Landlord at any time during the
Term, execute the Certification Related to the USA Patriot Act in the form
attached hereto as Exhibit
D.

      


      11.           Liens:
Recording.

      


      (a)           Tenant
shall not, directly or indirectly, create or permit to be created or to remain
and shall promptly discharge or remove any lien, levy or encumbrance on any of
the Leased Premises or on any Rent or any other sums payable by Tenant under
this Lease, other than any Mortgage or Assignment, the Permitted Encumbrances
and any mortgage, lien, encumbrance or other charge created by or resulting
solely from any act or omission of Landlord. NOTICE IS HEREBY GIVEN THAT
LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR
TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED
PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS' OR OTHER LIENS FOR ANY
SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF
LANDLORD IN AND TO ANY OF THE LEASED PREMISES. LANDLORD MAY AT ANY TIME, AND AT
LANDLORD'S REQUEST TENANT SHALL PROMPTLY, POST ANY NOTICES ON THE LEASED
PREMISES REGARDING SUCH NON-LIABILITY OF LANDLORD.

      


      (b)           Tenant
shall (subject to Landlord's prior review and execution) execute, deliver and
record, file or register all such instruments as may be required or permitted by
any present or future Law in order to evidence the respective interests of
Landlord and Tenant in the Leased Premises, and shall cause a memorandum of this
Lease (or, if such a memorandum cannot be recorded, filed or registered, this
Lease), and any supplement hereto or thereto, to be recorded, filed or
registered in such manner and in such places as may be required or permitted by
any present or future Law in order to protect the validity and priority of this
Lease.

       

      12.           Maintenance and
Repair.

      


      (a)           Tenant
shall, at its own cost and expense, keep the Leased Premises, including all
portions thereof, in good order and condition at all times on and after the
Commencement Date to and including the date of the termination of the Term, by
lapse of time or otherwise. Tenant shall timely and properly maintain, repair
and replace all of the Leased Premises and all of its component parts, including
parking lot surfaces and stripes, all landscaping, mechanical systems,
electrical and lighting systems, plumbing and sewage systems, fixtures and
appurtenances, interior walls, columns and floors, and ceilings, so as to
preserve and protect the useful life, utility and value of such components, and
in all events so as to preserve the effectiveness of any warranty relating
thereto, such repairs and replacements to be at least in quality and class to
the original work. If any segment of the Leased Premises shall become obsolete,
non-functional, or uneconomic to repair, Tenant shall remove such item from the
Leased Premises and promptly replace it with an item of comparable initial value
and function. Promptly upon installation of any equipment, other than any Trade
Fixtures, Tenant shall deliver to Landlord the original warranty (which shall
specify Landlord as the owner of the equipment and Tenant's having a
non-exclusive license and authority of Landlord solely to enforce such warranty
during the Term of the Lease) relating to such equipment. Within thirty (30)
days following Landlord's written request therefor, Tenant shall deliver to
Landlord a written statement showing all removals and replacements of such
systems or components since the last such report, including manufacturers, model
numbers, and serial numbers. Landlord may, upon two (2) business days' prior
notice (except that no notice shall be required if an Event of Default exists),
cause independent private inspectors to make inspections of the Leased Premises
or any segments thereof to determine Tenant's compliance under this Section 12.
If such inspection by Landlord reveals that the Leased Premises, or any portion
thereof, including any equipment thereon, is not in the condition required by
this Lease in any material respect, then Tenant shall pay for such additional
inspections performed by Landlord through the inspection approving the condition
of such Leased Premises as being in conformity with the Lease. In addition,
Tenant shall pay the cost of any such inspection at the Leased Premises by or on
behalf of Landlord while an Event of Default exists.

      


      (b)           If
any Improvement, now or hereafter constructed, shall (i) encroach upon any
setback or any property, street or right-of-way adjoining the Leased Premises,
(ii) violate the provisions of any restrictive covenant affecting the Leased
Premises, (iii) hinder or obstruct any easement or right-of-way to which any of
the Leased Premises is subject or (iv) impair the rights of others in, to or
under any of the foregoing, Tenant shall, promptly after receiving notice or
otherwise acquiring knowledge thereof, either (A) obtain from all necessary
parties waivers or settlements of all claims, liabilities and damages resulting
from each such encroachment, violation, hindrance, obstruction or impairment,
whether the same shall affect Landlord, Tenant or both, or (B) take such action
as shall be necessary to remove all such encroachments, hindrances or
obstructions and to end all such violations or impairments, including, if
necessary, making Alterations.

       

      (c)           Landlord
may, but is not required to, after three (3) business days' notice to Tenant
(except in the case of an emergency, in which case no notice to Tenant shall be
necessary), enter the Leased Premises and make such repairs, alterations,
improvements, additions, replacements or maintenance as Landlord deems necessary
to cure any default of Tenant hereunder, and Tenant shall pay Landlord as
Additional Rent forthwith (and in any event within thirty (30) days) after being
billed for same by Landlord the cost thereof plus an administrative fee of three
percent (3%) of such cost, which bill shall be accompanied by reasonably
supporting documentation. Such amounts shall bear interest at the Default Rate
from the date of expenditure by Landlord to the date of repayment by
Tenant.

      


      (d)           Except
as expressly provided elsewhere in this Lease, it is intended by Tenant and
Landlord that Landlord shall have no obligation, in any manner whatsoever, to
build any improvements on the Leased Premises, to maintain or make any repairs,
replacements, alterations or renewals of any nature or description to the Leased
Premises (or any equipment therein), whether structural or nonstructural, all of
which obligations are intended, as between Landlord and Tenant, to be those of
Tenant. Tenant expressly waives the benefit of any statute now or in the future
in effect which would otherwise afford Tenant the right to make repairs at
Landlord's expense or to terminate this Lease because of Landlord's failure to
keep the Leased Premises in good order, condition and repair.

      


      (e)           Tenant
shall maintain at the Leased Premises, and turn over to Landlord upon expiration
or termination of this Lease, then current operating manuals and original
warranties (to the extent applicable) for the equipment then located on the
Leased Premises.

      


      (f)           Without
limiting the generality of this Section 12, Tenant shall complete each of the
items identified in Table 1 of Schedule
12(f) on or before the first anniversary of the Full Rent Commencement
Date.

      


      13.           Alterations. Improvements
and Expansions.

      


      (a)           Tenant
shall have the right, without having obtained the prior written consent of
Landlord, to make (i) Alterations or a series of related Alterations that, as to
any such Alterations or series of related Alterations, do not cost in excess of
$100,000, (ii) to make Improvements or a series of related Improvements that, as
to any such Improvements or series of related Improvements, do not cost in
excess of $100,000, and (iii) to install equipment in the Improvements or
accessions to the Building Equipment that, as to such accessions, do not cost in
excess of $100,000, so long as at the time of construction or installation of
any such Alterations, Improvements or installation of such accessions no Event
of Default exists and the value and utility of the Leased Premises is not
diminished thereby. If the cost of any Alterations, series of related
Alterations, Improvements, series of related Improvements, equipment or
accessions thereto is in excess of $100,000 (each, an "Expansion") the prior written approval
of Landlord shall be required. In the event that Landlord grants such prior
written approval to Tenant for the undertaking of an Expansion, Landlord will
pay for the approved costs of such Expansion and the Minimum Rent shall be
increased over the remaining Term so as to allow Landlord to recover the cost of
such Expansion plus a return on capital equal to the prevailing Capital Growth
Rate. Also, if such approval is granted and such Expansion is undertaken within
the last five (5) years of any Term, then the current Term shall be increased by
five (5) years from the date of the conclusion of such Expansion and the Minimum
Rent (as set forth in Exhibit C
before giving effect to such Expansion) shall be adjusted to a blended rate
based on the (1) the current Minimum Rent in effect at such time, including
annual escalations thereof, and (2) the lease rate on the Expansion as agreed
upon by Landlord and Tenant.

       

      (b)           If
Tenant makes any Alterations pursuant to this Section 13 or as required by
Section 12 or 17 (such Alterations and actions being hereinafter collectively
referred to as "Work"), whether or not Landlord's consent is required, then (i)
the market value of the Leased Premises shall not be lessened by any such Work
or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a
good and workmanlike manner, using only licensed contractors and new materials,
(iii) all such Work shall be expeditiously completed in compliance with all
Legal Requirements, (iv) all such Work shall comply with the Insurance
Requirements, (v) if any such Work involves the replacement of Building
Equipment or parts thereof, all replacement Building Equipment or parts shall
have a value and useful life equal to the greater of (A) the value and useful
life on the date hereof of the Building Equipment being replaced or (B) the
value and useful life of the Building Equipment being replaced immediately prior
to the occurrence of the event which required its replacement, (vi) Tenant shall
promptly discharge or remove all liens filed against any of the Leased Premises
arising out of such Work, (vii) Tenant shall procure and pay for all permits and
licenses required in connection with any such Work, (viii) all such Work, shall
be the property of Landlord and shall be subject to this Lease, and Tenant shall
execute and deliver to Landlord any document requested by Landlord evidencing
the assignment to Landlord of all estate, right, title and interest (other than
the leasehold estate created hereby) of Tenant or any other Person thereto or
therein, and (ix) Tenant shall comply, to the extent requested by Landlord or
required by this Lease, with the provisions of Section 19(a), whether or not
such Work involves restoration of the Leased Premises.

      


      14.           Permitted Contests.
Notwithstanding any other provision of this Lease, Tenant shall not be required
to (a) pay any Imposition, (b) discharge or remove any lien referred to in
Section 11 or 13 or (c) take any action with respect to any encroachment,
violation, hindrance, obstruction or impairment referred to in Section 12(b)
(such non-compliance with the terms hereof being hereinafter referred to
collectively as "Permitted
Violations"), so long as at the time of such contest no Event of Default
exists and so long as Tenant shall contest, in good faith, the existence, amount
or validity thereof, the amount of the damages caused thereby, or the extent of
its or Landlord's liability therefor by appropriate proceedings which shall
operate during the pendency thereof to prevent or stay (i) the collection of, or
other realization upon, the Permitted Violation so contested, (ii) the sale,
forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to
pay any damages caused by any Permitted Violation, (iii) any interference with
the use or occupancy of any of the Leased Premises, (iv) any interference with
the payment of any Rent, or (v) the cancellation or increase in the rate of any
insurance policy or a statement by the carrier that coverage will be denied.
Tenant shall provide Landlord security which is satisfactory, in Landlord's
reasonable judgment, to assure that such Permitted Violation is corrected,
including all Costs, interest and penalties that may be incurred or become due
in connection therewith. While any proceedings which comply with the
requirements of this Section 14 are pending and the required security is held by
Landlord, Landlord shall not have the right to correct any Permitted Violation
thereby being contested unless Landlord is required by law to correct such
Permitted Violation and Tenant's contest does not prevent or stay such
requirement as to Landlord. Each such contest shall be promptly and diligently
prosecuted by Tenant to a final conclusion, except that Tenant, so long as the
conditions of this Section 14 are at all times complied with, has the right to
attempt to settle or compromise such contest through negotiations. Tenant shall
pay any and all losses, judgments, decrees and Costs in connection with any such
contest and shall, promptly after the final determination of such contest, filly
pay and discharge the amounts which shall be levied, assessed, charged or
imposed or be determined to be payable therein or in connection therewith,
together with all penalties, fines, interest and Costs thereof or in connection
therewith, and perform all acts the performance of which shall be ordered or
decreed as a result thereof. No such contest shall subject Landlord to the risk
of any civil or criminal liability.

       

      15.           Indemnification.

      


      (a)           In
addition to the indemnification obligations set forth in Section 10, commencing
as of the Commencement Date, Tenant shall pay, protect, indemnify, defend, save
and hold harmless Landlord, Lender and all other Persons described in Section 29
(each an "Indemnitee") from and
against any and all liabilities, losses, damages (including punitive damages),
penalties, Costs (including attorneys' fees and costs), causes of action, suits,
claims, demands or judgments of any nature whatsoever, howsoever caused, without
regard to the form of action and whether based on strict liability, negligence
or any other theory of recovery at law or in equity, arising from (i) any matter
pertaining to the acquisition (or the negotiations leading thereto), ownership,
use, non-use, occupancy, operation, condition, design, construction,
maintenance, repair or restoration of the Leased Premises, (ii) any casualty in
any manner arising from the Leased Premises, whether or not Indemnitee has or
should have knowledge or notice of any defect or condition causing or
contributing to said casualty, or (iii) any violation by Tenant of any provision
of this Lease, any contract or agreement to which Tenant is a party, any Legal
Requirement or any Permitted Encumbrance or any encumbrance Tenant consented to
or any Mortgage or Assignment.

      


      (b)           In
case any action or proceeding is brought against any Indemnitee by reason of any
such claim, (i) Tenant may, except in the event of a conflict of interest or a
dispute between Tenant and any such Indemnitee or during the continuance of an
Event of Default, retain its own counsel and defend such action (it being
understood that Landlord may employ counsel of its choice to monitor the defense
of any such action, all at Tenant's cost and expense), and (ii) such Indemnitee
shall notify Tenant to resist or defend such action or proceeding by retaining
counsel reasonably satisfactory to such Indemnitee, and such Indemnitee will
cooperate and assist in the defense of such action or proceeding if reasonably
requested so to do by Tenant. In the event of a conflict of interest or dispute
or during the continuance of an Event of Default, Landlord shall have the right
to select counsel, and the cost of such counsel shall be paid by
Tenant.

      


      (c)           Tenant
acknowledges and agrees that Landlord (except in the event of, and then only to
the extent directly attributable to, Landlord's gross negligence or willful
misconduct), any Lender and all Indemnitees shall not be liable, under any
circumstances, for any loss, injury, death or damage to person or property
(including the business or any loss of income or profit therefrom) of Tenant,
Tenant's members, officers, directors, shareholders, agents, employees,
contractors, customers, invitees or any other person in or about the Leased
Premises, whether the same are caused by (1) fire, explosion, falling plaster,
steam, dampness, mold, electricity, gas, water, rain or other act of God, (2)
breakage, leakage or other defects of sprinklers, wires, appliances, plumbing
fixtures, water or gas pipes, roof, air conditioning, lighting fixtures, street
improvements, or subsurface improvements, (3) theft, acts of God, acts of the
public enemy, riot, strike, insurrection, war, terrorism, power failures,
blackouts, energy or power shortages, court order, requisition or order of
governmental body or authority, (4) any act or omission of any other occupant of
the Leased Premises or any other party, (5) operations in construction of any
private, public or quasi-public work, or (6) any other cause, including damage
or injury which arises from the condition of the Leased Premises, from occupants
of adjacent property, from the public, or from any other sources or places, and
regardless of whether the cause of such damage or injury or the means of
repairing the same are inaccessible to Tenant, or which may arise through
repair, alteration or maintenance of any part of the Leased Premises or failure
to make any such repair, from any condition or defect in, on or about the Leased
Premises including any Environmental Violation, Hazardous Condition and/or
Hazardous Activity, or the presence of any mold or any Hazardous Substance, or
from any other condition or cause whatsoever.

       

      (d)           All
obligations of Tenant under this Section 15 shall survive any termination,
expiration or rejection in bankruptcy of this Lease.

      


      16.           Insurance.

      


      (a)           Commencing
as of the Commencement Date and continuing thereafter throughout the Term,
Tenant shall maintain the following insurance on or in connection with the
Leased Premises:

       

      (i)            "All-risk"
real and personal property insurance against physical loss or damage to the
Improvements and Building Equipment as provided under a "special form" property
insurance policy including flood (if the Leased Premises is in a flood zone),
windstorm and earthquake coverage in amounts not less than the full replacement
cost of the Improvements and Building Equipment. Such policies shall contain a
replacement cost endorsement, an agreed amount endorsement (deleting any
co-insurance provisions), a law and ordinance endorsement, and shall contain
deductibles not more than $25,000 per occurrence;

      


      (ii)            Commercial
general liability insurance including products liability and business automobile
liability insurance (including owned, non-owned and hired automobile liability)
and excess liability or umbrella coverage against claims for personal and bodily
injury, death or property damage occurring on, in or as a result of the use of
the Leased Premises, in an amount not less than $5,000,000 per occurrence/annual
aggregate, but not less than $10,000,000 for aviation products liability or such
higher amount as may be maintained from time to time, and all other coverage
extensions that are usual and customary for properties of this size and type;
there shall be severability of interest as though separate policies were issued
to each additional insured except with respect to limits of
liability;

      


      (iii)            Worker's
compensation insurance to the extent required by law covering all persons
employed by Tenant in connection with any work done on or about any of the
Leased Premises for which claims for death, disease or bodily injury may be
asserted against Landlord, Tenant or any of the Leased Premises;

       

      (iv)            Comprehensive
boiler, machinery and equipment breakdown insurance on any of the Building
Equipment or any other machinery or equipment on or in the Leased Premises for
full replacement cost;

      


      (v)            Business
income/interruption insurance to include loss of rents at limits sufficient to
cover one hundred percent (100%) of the annual Rent payable to Landlord with a
period of indemnity not less than one (1) year from time of loss. Such insurance
shall name Landlord as loss payee with respect to Rent payable to or for the
benefit of Landlord under this Lease;

      


      (vi)            During
any period in which substantial Alterations or Improvements at the Leased
Premises are being undertaken, builder's risk insurance covering the total
completed value including any "soft costs" with respect to the Improvements
being altered or repaired (on a completed value, non-reporting basis),
replacement cost of work performed and equipment, supplies and materials
furnished in connection with such construction or repair of Improvements or
Building Equipment, together with such "soft cost" endorsements and such other
endorsements as Landlord may reasonably require and general liability, worker's
compensation and automobile liability insurance with respect to the Improvements
being constructed, altered or repaired;

      


      (vii)            Breach
of warranty coverage as found in a lender's loss payable endorsement and/or
mortgagee's clause to apply to Landlord so that any violations of the terms,
conditions or warranties of any insurance policy by the named insured or others
will not invalidate the coverage insofar as the interests of Landlord are
concerned; and

      


      (viii)            Such
other insurance (or other terms with respect to any insurance required pursuant
to this Section 16, including amounts of coverage, deductibles, and form of
mortgagee clause) as Landlord or Lender may reasonably require, which at the
time is usual and commonly obtained in connection with properties similar in
type of building size, use and location to the Leased Premises, including, if
deemed appropriate by Landlord, terrorism insurance.

      


      (b)           The
insurance required by Section 16(a) shall be written by companies which have a
rating by A. M. Best Company of not less than A-/VII or otherwise reasonably
acceptable to Landlord, and are approved to write insurance policies by the
State Insurance Department for the State. The insurance policies (i) shall be
for such terms and deductibles as Landlord may reasonably approve and (ii) shall
be in amounts sufficient at all times to satisfy any coinsurance requirements
thereof. The insurance referred to in Sections 16(a)(i), 16(a)(iv), 16(a)(v),
16(a)(vi), 16(a)(vii), 16(a)(viii), 16(a)(ix), and 16(a)(x) shall name Landlord
as owner (and as an additional insured/landlord) and as sole loss payee as its
interest may appear (at Landlord's request, Lender will be named as loss payee
and as a mortgagee insured pursuant to a standard non-contributory mortgagee
endorsement in favor of, and acceptable to, Landlord and Lender). The insurance
referred to in Section 16(a)(ii), 16(a)(vii), 16(a)(viii), 16(a)(ix), and
16(a)(x) shall name Landlord and Lender as additional insureds, If said
insurance or any part thereof shall expire, be withdrawn, become void, voidable,
unreliable or unsafe for any reason, including a breach of any condition thereof
by Tenant or the failure or impairment of the capital of any insurer, or if for
any other reason whatsoever said insurance shall become reasonably
unsatisfactory to Landlord, Tenant shall immediately obtain new or additional
insurance reasonably satisfactory to Landlord. All insurance required to be
maintained by Tenant under Section 16(a) shall be primary to, and
non-contributing with, any insurance maintained by Landlord.

       

      (c)           Each
policy required by any provision of Section 16(a), except clause (iii) thereof,
shall provide that it may not be cancelled or modified except after thirty (30)
days' prior notice to Landlord and Lender. Each such policy shall also provide
that any loss otherwise payable thereunder shall be payable notwithstanding (i)
any act or omission of Landlord or Tenant which might, absent such provision,
result in a forfeiture of all or a part of such insurance payment, (ii) the
occupation or use of any of the Leased Premises for purposes more hazardous than
those permitted by the provisions of such policy, (iii) any foreclosure or other
action or proceeding taken by Lender pursuant to any provision of the Mortgage,
Note, Assignment or other document evidencing or securing the Loan upon the
happening of an event of default therein or (iv) any change in title to or
ownership of any of the Leased Premises.

      


      (d)           Tenant
shall pay as they become due all premiums (and deductibles) for the insurance
required by Section 16(a), shall renew or replace each policy and deliver to
Landlord evidence of the payment of the full premium therefor or installments
due prior to the due dates thereof, and in no event later than ten (10) days
prior to the expiration date or cancellation (for nonpayment) of such policy.
Landlord shall have the option, but never the responsibility, to make premium
payments. Landlord shall not be responsible for warranties or representations to
underwriters. Prior to the Commencement Date, Tenant shall deliver to Landlord a
certificate of insurance evidencing all insurance coverages required to be
maintained by Tenant hereunder, together with an endorsement(s) adding Landlord
and Lender as additional insureds thereunder. Tenant shall promptly forward to
Landlord copies of all original policies and endorsements upon Tenant's receipt
thereof.

       

      (e)           Any
insurance which Tenant is required to obtain pursuant to Section 16(a) may be
carried under a "blanket" or umbrella policy or policies covering other
properties or liabilities of Tenant, provided that such "blanket" or umbrella
policy or policies otherwise comply with the provisions of this Section 16 and
provided, further, that Tenant shall provide to Landlord a statement of values
which shall be reviewed annually and amended as necessary based on replacement
cost valuations. The original or a certified copy of each such "blanket" or
umbrella policy shall promptly be delivered to Landlord upon
request.

      


      (f)           Tenant
shall promptly comply with and conform to (i) all provisions of each insurance
policy required by this Section 16 and (ii) all requirements of the insurers
thereunder applicable to Landlord, Tenant or any of the Leased Premises or to
the use, manner of use, occupancy, possession, operation, maintenance,
alteration or repair of any of the Leased Premises, even if such compliance
necessitates Alterations or results in interference with the use or enjoyment of
any of the Leased Premises.

      


      (g)           Tenant
shall not carry separate insurance concurrent in form or contributing in the
event of a Casualty with that required in this Section 16 unless (i) Landlord
and Lender are included therein as additional insureds, with loss payable as
provided herein, and (ii) such separate insurance complies with the other
provisions of this Section 16. Tenant shall immediately
notify Landlord of such separate insurance and shall deliver to Landlord
certificates of such insurance and, if requested, the original policies
thereof;

       

      (h)           All
policies shall contain full waivers of subrogation against Landlord.
Additionally, the policy limits for all policies required to be maintained by
Tenant hereunder shall not in any way affect or limit Tenant's indemnification,
defense, release and hold harmless obligations set forth in this
Lease.

      


      (i)           The
per occurrence and annual aggregate limits for all insurance required to be
maintained by Tenant hereunder may be increased by Landlord from time to time to
reflect current market conditions (not more frequently than once every five
years) or to meet Lender requirements.

      


      (j)           Tenant
shall provide Landlord with acceptable forms of evidence of the insurance
required by Section 16(a) containing the original signature of the insurance
underwriter or a duly authorized agent or broker prior to the closing/funding
and prior to the termination, cessation or replacement of coverage thereafter
throughout the term of the agreement.

      


      (k)           Tenant
agrees that the insurance maintained by Tenant does not release Tenant from
liability as contained within the terms of this Lease, and that Landlord is
under no obligation or duty to ascertain the existence or adequacy of insurance.
Tenant shall do nothing to interrupt or disallow any insurance required under
the terms of this Lease. All insurance maintained by Tenant shall be
underwritten with insurers or reinsurers, if applicable, acceptable to
Landlord.

      


      17.           Casualty and Condemnation:
Claims.

       

      (a)           If
any Casualty to the Leased Premises occurs, Tenant shall give Landlord and
Lender immediate notice thereof. So long as no Event of Default exists Tenant is
hereby authorized to negotiate all claims under any of the insurance policies
required by Section 16(a) (except public liability insurance claims payable to a
Person other than Tenant, Landlord or Lender) and to execute and deliver all
necessary proofs of loss, receipts, vouchers and releases required by the
insurers, and Landlord shall have the right to join with Tenant therein, so long
as Tenant provides Landlord with copies of all correspondence to and from the
insurance carrier or its representative. Any final adjustment, settlement or
compromise of any such claim shall, however, be subject to the prior written
approval of Landlord, which shall not be unreasonably withheld or delayed, and
Landlord shall have the right to prosecute or contest, or to require Tenant to
prosecute or contest, any such claim, adjustment, settlement or compromise. If
an Event of Default exists, Tenant shall not be entitled to adjust, collect or
compromise any such claim or to participate with Landlord in any adjustment,
collection and compromise of the Net Award payable in connection with a
Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs
of loss, receipts, vouchers and releases. Each insurer is hereby authorized and
directed to make payment under said policies directly to Landlord or, if
required by the Mortgage, to Lender instead of to Landlord and Tenant jointly,
and Tenant hereby appoints each of Landlord and Lender as Tenant's
attorneys-in-fact to endorse any draft therefor.  The rights of
Landlord under this Section 17(a) shall be extended to Lender if and to the
extent that any Mortgage so provides.

       

      (b)           Tenant,
immediately upon receiving a Condemnation Notice, shall notify Landlord and
Lender thereof.  So long as no Event of Default exists, Tenant is
authorized to negotiate the amount of any Net Award and Landlord shall have the
right to join with Tenant herein (so long as Tenant provides Landlord with
copies of all correspondence to and from the condemning authority or its
representative). Any final adjustment, settlement or compromise of any such Net
Award shall, however, be subject to the prior written approval of Landlord,
which shall not be unreasonably withheld or delayed, and Landlord shall have the
right to prosecute or contest, or to require Tenant to prosecute or contest, any
such claim, adjustment, settlement or compromise relating to a Net Award. If an
Event of Default exists, Landlord shall be authorized to collect, settle and
compromise the amount of any Net Award and Tenant shall not be entitled to
participate with Landlord in any Condemnation proceeding or negotiations under
threat thereof or to contest the Condemnation or the amount of the Net Award
therefor. No agreement with any condemnor in settlement or under threat of any
Condemnation shall be made by Tenant without the written consent of Landlord
which shall not be unreasonably withheld, conditioned or delayed. Subject to the
provisions of this Section 17(b), Tenant hereby irrevocably assigns to Landlord
any award or payment to which Tenant is or may be entitled by reason of any
Condemnation, whether the same shall be paid or payable for Tenant's leasehold
interest hereunder (including bonus value) or otherwise; but nothing in this
Lease shall impair Tenant's right to any award or payment on account of Tenant's
Trade Fixtures, equipment or other tangible property which is not part of the
Building Equipment, moving expenses or loss of business, if available, to the
extent that and so long as (i) Tenant shall have the right to make, and does
make, a separate claim therefor against the condemnor and (ii) such claim does
not in any way reduce either the amount of the award otherwise payable to
Landlord for the Condemnation of Landlord's fee interest in the Leased Premises
or the amount of the award (if any) otherwise payable for the Condemnation of
Tenant's leasehold interest hereunder. The rights of Landlord under this Section
17(b) shall also be extended to Lender if and to the extent that any Mortgage so
provides.

       

      18.            Casualty and Condemnation:
Restoration. If any Casualty (whether or not insured against) or
Condemnation shall occur, this Lease shall continue, notwithstanding such event,
and there shall be no abatement or reduction of any Monetary Obligations.
Promptly after such Casualty or Condemnation, Tenant, as required in Sections
12(a) and 13(b), shall commence and diligently continue to restore the Leased
Premises as nearly as possible to their value, condition and character
immediately prior to such event (assuming the Leased Premises to have been in
the condition required by this Lease). So long as no Event of Default exists,
any Net Award up to and including $50,000 shall be paid by Landlord to Tenant
and Tenant shall restore the Leased Premises in accordance with the requirements
of Sections 12(a) and 13(b) of this Lease. Any Net Award in excess of $50,000
shall be made available by Landlord (or Lender, if required by the terms of any
Mortgage) to Tenant for the restoration of any of the Leased Premises pursuant
to and in accordance with the provisions of Section 19 hereof.

      


      19.            Restoration
Procedures.

      


      (a)           Landlord
(or Lender if required by any Mortgage) shall hold Net Award in excess of
$50,000 in a fund (the "Restoration
Fund") and disburse amounts from the Restoration Fund only in accordance
with the following conditions:

      


      (i)             prior
to commencement of restoration, (A) the architects, contracts, contractors,
plans and specifications for the restoration shall have been approved by
Landlord, (B) Landlord and Lender shall be provided with mechanics' lien
insurance (if available) and acceptable performance and payment bonds which
insure satisfactory completion of and payment for the restoration, are in an
amount and form and have a surety acceptable to Landlord, and name Landlord and
Lender as additional dual obligees, and (C) appropriate waivers of mechanics'
and materialmen's liens shall have been filed;

      


      (ii)             at
the time of any disbursement, no Event of Default shall exist and no mechanics'
or materialmen's liens shall have been filed against any of the Leased Premises
and remain undischarged;

      


      (iii)             disbursements
shall be made from time to time in an amount not exceeding the cost of the work
completed since the last disbursement, upon receipt of (A) satisfactory
evidence, including architects' certificates, of the stage of completion, the
estimated total cost of completion and performance of the work to date in a good
and workmanlike manner in accordance with the contracts, plans and
specifications, (B) waivers of liens, (C) contractors' and subcontractors' sworn
statements as to completed work and the cost thereof for which payment is
requested, (D) a satisfactory bringdown of title insurance and (E) other
evidence of cost and payment so that Landlord can verify that the amounts
disbursed from time to time are represented by work that is completed, in place
and free and clear of mechanics' and materialmen's lien claims;

      


      (iv)             each
request for disbursement shall be accompanied by a certificate of Tenant, signed
by the president or a vice president of Tenant, describing the work for which
payment is requested, stating the cost incurred in connection therewith, stating
that Tenant has not previously received payment for such work and, upon
completion of the work, also
stating that the work has been fully completed and complies with the applicable
requirements of this Lease;


      (v)            Landlord
may retain ten percent (10%) of the restoration fund until the restoration is
fully completed, including all "punch list" items;

      


      (vi)            if
the Restoration Fund is held by Landlord, the Restoration Fund shall not be
commingled with Landlord's other funds and shall bear interest at a rate agreed
to by Landlord and Tenant; and

      


      (vii)            such
other reasonable conditions as Landlord or Lender may impose.

      


      (b)           Prior
to commencement of restoration and at any time during restoration, if the
estimated cost of completing the restoration work free and clear of all liens,
as determined by Landlord, exceeds the amount of the Net Award available for
such restoration, the amount of such excess shall, upon demand by Landlord, be
paid by Tenant to Landlord to be added to the Restoration Fund. Any sum so added
by Tenant which remains in the Restoration Fund upon completion of restoration
shall be refunded to Tenant. For purposes of determining the source of funds
with respect to the disposition of funds remaining after the completion of
restoration, the Net Award shall be deemed to be disbursed prior to any amount
added by Tenant.

      


      (c)           If
any sum remains in the Restoration Fund after completion of the restoration and
any refund to Tenant pursuant to Section 19(b), such sum shall be retained by
Landlord.

      


      20.           Assignment and Subletting;
Prohibition against Leasehold Financing.

      


      (a)           Without
the prior written consent of Landlord, unless guaranteed in writing by Tenant by
a written instrument in form and substance satisfactory to Landlord, Tenant may
not:

       

      (i)            assign,
mortgage or pledge this Lease, voluntarily or involuntarily, whether by
operation of law or otherwise, except to Tenant's Affiliates; or

      


      (ii)            sublet
any of the Leased Premises at any time to any other Person.

      


      Any such
purported assignment or sublease in violation of this Section 20(a) shall be
null and void. Whether or not Landlord consents to any proposed assignment,
mortgage, sublease or other transfer, Tenant shall, within ten (10) days after
request in writing by Landlord, reimburse Landlord for all Costs and expenses
incurred by Landlord in connection with its review thereof.

      


      (b)           If
Tenant assigns all its rights and interest under this Lease with Landlord's
consent, the assignee under such assignment shall expressly assume all the
obligations of Tenant hereunder, actual or contingent, including obligations of
Tenant which may have arisen on or prior to the date of such assignment, by a
written instrument delivered to Landlord at the time of such assignment. Each
sublease of any of the Leased Premises shall be subject and subordinate to the
provisions of this Lease. No assignment or sublease shall affect or reduce any
of the obligations of Tenant hereunder, and all such obligations shall continue
in full force and effect as obligations of a principal and not as obligations of
a guarantor, as if no assignment or sublease had been made. No assignment or
sublease shall impose any additional obligations on Landlord under this
Lease.

       

      (c)           Tenant
shall, within ten (10) days after the execution and delivery of any assignment
or sublease consented to by Landlord, deliver a duplicate original copy thereof
to Landlord which, in the event of an assignment, shall be in recordable
form.

      


      (d)           As
security for performance of its obligations under this Lease, Tenant hereby
grants, conveys and assigns to Landlord all right, title and interest of Tenant
in and to all subleases (the "Subleases") now in existence or hereinafter
entered into for any or all of the Leased Premises, any and all extensions,
modifications and renewals thereof and all rents, issues and profits therefrom.
Landlord hereby grants to Tenant a license to collect and enjoy all rents and
other sums of money payable under any Sublease of any of the Leased Premises,
provided, however, that Landlord shall
have the absolute right at any time during the continuance of an Event of
Default upon notice to Tenant and any subtenants to revoke said license and to
collect such rents and sums of money and to apply the same to installments of
Interim Rent or Minimum Rent next due and owing. Tenant shall not accept any
rents under any Sublease more than thirty (30) days in advance of the accrual
thereof nor do nor permit anything to be done, the doing of which, nor omit or
refrain from doing anything, the omission of which, will or could be a breach of
or default in the terms of any of the Subleases.

      


      21.           Sales by Landlord; Right of
First Refusal.

      


      (a)           Landlord
may sell or transfer the property comprising the Leased Premises at any time to
any third party (each, a "Third Party
Purchaser"); provided, however,
that prior to any such sale or transfer, Landlord shall give notice to Tenant of
the terms offered by the Third Party Purchaser (the "Third Party Offer") and offer to sell
or transfer such property to Tenant on the same terms and conditions as are set
forth in the Third Party Offer. Tenant shall then have ten (10) days after
receipt of Landlord's offer to either accept or reject such offer in writing. If
Tenant does not accept or reject such offer within such period of ten (10) days,
then Tenant will be deemed to have rejected Landlord's offer, and Landlord shall
be free to sell such property to such Third Party Purchaser or to any other
Person on terms no less favorable to Landlord than those set forth in the Third
Party Offer at any time within one hundred eighty (180) days after Tenant's
rejection of Landlord's offer. It is a condition to Tenant's right of first
refusal that (a) no Event of Default shall have occurred or be continuing as of
the date on which Landlord receives the Third Party Offer which shall trigger
such right of first refusal, and (b) no Event of Default shall have occurred or
be continuing as of the date on which Tenant seeks to exercise a right of first
refusal by accepting Landlord's offer to sell or transfer such property to
Tenant.

      


      (b)           In
the event of any such transfer to a Third Party Purchaser, Tenant shall attorn
to such Third Party Purchaser as Landlord, provided such Third Party Purchaser or
Landlord has notified Tenant in writing of such transfer. At the request of
Landlord, Tenant will execute such documents confirming the agreement referred
to above and such other agreements as Landlord or the Third Party Purchaser may
reasonably request, provided that such
agreements do not increase the liabilities and obligations of Tenant hereunder.
Whenever Landlord transfers its interest in the Leased Premises (whether to a
Third Party Purchaser or an Affiliate or subsidiary of Landlord), Landlord shall
be automatically released from further performance under this Lease and from all
further liabilities and expenses hereunder, provided the transferee of Landlord's interest
assumes all liabilities and obligations of Landlord hereunder from the date of
such transfer.

       

      22.            Events of Default.
The occurrence of any one or more of the following (after expiration of any
applicable cure period as provided in Section 22) shall, at the sole option of
Landlord, constitute an "Event of
Default" under this Lease:

      


      (a)           Tenant
shall fail to pay any Interim Rent or Minimum Rent as and when the same becomes
due, and such failure continues for five (5) days after Landlord gives written
notice thereof to Tenant, provided that
if Tenant is more than five (5) days late in the payment of Interim Rent or
Minimum Rent in any twelve (12) consecutive months period, only one notice need
be given by Landlord during such twelve (12) consecutive months and any
subsequent failure to pay Interim Rent or Minimum Rent on or before its due date
within such twelve (12) consecutive months shall constitute an Even of Default
after five (5) days without notice;

      


      (b)           Tenant
shall fail to pay any Additional Rent or any other Monetary Obligation as and
when the same becomes due and payable and such failure continues for more than
five (5) days after Landlord gives written notice thereof to
Tenant;

      


      (c)           a
default occurs under Section 20;

      


      (d)           Tenant
shall fail to perform and observe, or there shall occur a violation or breach
of, any other provision hereof, not otherwise specifically mentioned in this
Section 22 as and when such performance or observance is due and such failure,
violation, or breach continues for more than thirty (30) days after Landlord
gives written notice thereof to Tenant; provided, however, that if such failure,
violation or breach is not reasonably susceptible to cure within such period of
thirty (30) days, an Event of Default shall not exist as long as Tenant
commences with due diligence and dispatch the curing of such failure, violation
or breach within such period of thirty (30 days and thereafter prosecutes with
diligence and dispatch and completes the curing of such failure, violation or
breach within a reasonable time not to exceed one hundred eighty (180)
days;

      


      (e)           any
representation or warranty made by Tenant herein or in any certificate, demand
or request made pursuant hereto proves to be incorrect, now or hereafter, in any
material respect;

       

      (f)           a
default beyond any applicable cure period or at maturity by Tenant in any
payment of principal or interest on any obligations for borrowed money having an
original principal balance of $10,000,000 or more in the aggregate, or in the
performance of any other provision contained in any instrument under which any
such obligation is created or secured (including the breach of any covenant
thereunder), (x) if such payment is a payment at maturity or a final payment, or
(y) if an effect of such default is to cause, or permit any Person to cause,
such obligation to become due prior to its stated maturity;

       

      (g)           a
default by Tenant beyond any applicable cure period in the payment of rent
under, or in the performance of any other material provision of, any other lease
or leases that have, in the aggregate, rental obligations over the terms thereof
of $500,000 or more if the landlord under any such lease or leases commences to
exercise its remedies thereunder;

      


      (h)           a
final, non-appealable judgment or judgments for the payment of money in excess
of $10,000,000 in the aggregate shall be rendered against Tenant and the same
shall remain undischarged for a period of sixty (60) consecutive
days;

      


      (i)           Tenant
shall (A) file, or consent by answer or otherwise to the filing against Tenant
of, a petition for relief or reorganization or arrangement or any other petition
in bankruptcy or for liquidation or to take advantage of any bankruptcy,
insolvency or other debtors' relief law of any jurisdiction, (B) make a general
assignment for the benefit of creditors, (C) consent to the appointment of a
custodian, receiver, trustee or other officer with similar powers for itself or
for any substantial part of the Leased Premises, (D) be unable to pay its debts
as they mature or shall admit in writing its inability to pay its debts when
due, or (E) take action for the purpose of any of the foregoing;

      


      (j)           a
court or governmental authority shall enter an order, judgment or decree (A)
appointing, without the consent of Tenant, a custodian, receiver, trustee or
other officer with similar powers with respect to Tenant or any substantial part
of the Leased Premises, (B) constituting an order for relief or approving a
petition for relief or reorganization or arrangement or any other petition in
bankruptcy, insolvency or other debtors' relief law of any jurisdiction, or (C)
ordering the dissolution, winding-up or liquidation of Tenant; and such order,
judgment or decree shall remain undischarged or unstayed sixty (60) days after
it is entered;

      


      (k)           Tenant
shall be liquidated or dissolved or shall begin proceedings towards its
liquidation or dissolution;

      


      (1)    the estate or
interest of Tenant in any of the Leased Premises shall be levied upon or
attached in any proceeding and such estate or interest is about to be sold or
transferred or such process shall not be vacated or discharged within sixty (60)
days after it is made;

      


      (m)           Tenant
shall fail to convey the Additional Properties to Landlord on or before February
28, 2007 in accordance with the terms of the Purchase Agreement;

      


      (n)           Tenant
shall fail to perform or observe, or there shall occur a violation or breach of,
or a misrepresentation by Tenant under, any provision of any agreement or any
other document between Tenant and Lender, if such failure, violation, breach or
misrepresentation gives rise to a default beyond any applicable cure period with
respect to any Loan;

      


      (o)           Guarantor
shall engage, enter into, or publicly announce a Corporate Control Event, unless
each of the following conditions precedent is satisfied (a "Permitted Transfer"):

      


      (i)            the
successor to or transferee of Tenant of Guarantor (the "Transferee") has a tangible net worth
computed in accordance with GAAP consistently applied at least equal to the
tangible net worth of Guarantor immediately prior to such Corporate Control
Event, and satisfies the Corporate Control Criteria;

       

      (ii)            proof
reasonably satisfactory to Landlord of such required net worth and satisfaction
of the Corporate Control Criteria shall have been delivered to Landlord at least
twenty (20) days prior to the effective date of any such Corporate Control
Event;

      


      (iii)            the
Transferee agrees directly with Landlord, by written instrument in form and
substance reasonably satisfactory to Landlord, to be bound by all of the
obligations and liabilities of Tenant under this lease or Guarantor under the
Lease Guaranty, as the case may be;

      


      (iv)            in
no event shall the originally named Tenant or Guarantor (or the entity into
which Tenant or Guarantor is merged or consolidated) be released from its
obligations under the Lease or the Lease Guaranty, as the case may
be;

      


      (v)            any
such transfer or transaction is for a legitimate, regular business purpose of
Tenant or Guarantor and the Transferee, other than the direct or indirect
transfer of Tenant's interest in this Lease;

      


      (vi)            no
Event of Default then exists or will exist immediately after giving effect to
such Corporate Control Event; or

      


      (p)           a
default, event of default or breach of any term or provision by Tenant (or an
Affiliate of Tenant) under any agreement or document between Tenant (or an
Affiliate of Tenant) and Landlord (or an Affiliate of Landlord);
and

      


      (q)           an
"Event of Default" as such term is defined in the Lease Guaranty.

      


      23.           Remedies and Damages Upon
Default

      


      (a)           If
an Event of Default shall have occurred and is continuing, Landlord shall have
the right, at its sole option, then or at any time thereafter, to exercise its
remedies and to collect damages from Tenant in accordance with this Section 23,
subject in all events to applicable Law, without demand upon or notice to Tenant
except as otherwise provided in Section 22 and this Section 23.

      


      (i)            Landlord
may give Tenant notice of Landlord's intention to terminate this Lease on a date
specified in such notice and upon such date, this Lease, the estate hereby
granted and all rights of Tenant hereunder shall expire and terminate. Upon such
termination, Tenant shall immediately surrender and deliver possession of the
Leased Premises to Landlord in accordance with Section 26. If Tenant does not so
surrender and deliver possession of all of the Leased Premises, Landlord may
re-enter and repossess any of the Leased Premises not surrendered, with legal
process, by summary proceedings, ejectment or any other lawful means or
procedure. Upon or at any time after taking possession of any of the Leased
Premises, Landlord may, by peaceable means or legal process, remove any Persons
or property therefrom. Landlord shall be under no liability for or by reason of
any such entry, repossession or removal. Notwithstanding such entry or
repossession, Landlord may collect the damages set forth in Section
23(b).

       

      (ii)            After
repossession of any of the Leased Premises, Landlord shall have the right to
relet any of the Leased Premises to such tenant or tenants, for such term or
terms, for such rent, on such conditions and for such uses as Landlord in its
sole discretion may determine, and collect and receive any rents payable by
reason of such reletting. Landlord may make such Alterations in connection with
such reletting as it may deem advisable in its sole discretion. Notwithstanding
any such reletting, Landlord may collect the damages set forth in Section
23(b).

      


      (iii)            Landlord
may declare by notice to Tenant the entire Interim Rent or Minimum Rent (in the
amount of Interim Rent or Minimum Rent then in effect) for the remainder of the
then current Term to be immediately due and payable. Tenant shall immediately
pay to Landlord all such Interim Rent or Minimum Rent discounted to its Present
Value, all accrued Rent then due and unpaid, all other Monetary Obligations
which are then due and unpaid and all Monetary Obligations which arise or become
due by reason of such Event of Default (including any Costs of Landlord). Upon
receipt by Landlord of all such accelerated Interim Rent or Minimum Rent and
Monetary Obligations, this Lease shall remain in full force and effect and
Tenant shall have the right to possession of the Leased Premises from the date
of such receipt by Landlord to the end of the Term, and subject to all the
provisions of this Lease, including the obligation to pay all increases in
Interim Refit or Minimum Rent and all Monetary Obligations that subsequently
become due, except that (A) no Interim Rent or Minimum Rent which has been
prepaid hereunder shall be due thereafter during the said Term, (B) Tenant shall
have no option to extend or renew the Term.

      


      (b)           The
following constitute damages to which Landlord shall be entitled if Landlord
exercises its remedies under Section 23(a)(i) or 23(a)(ii):

      


      (i)            If
Landlord exercises its remedy under Section 23(a)(i) but not its remedy under
Section 23(a)(ii) (or attempts to exercise such remedy under Section 23(a)(ii)
and is unsuccessful in reletting the Leased Premises) then, upon written demand
from Landlord, Tenant shall pay to Landlord, as liquidated and agreed final
damages for Tenant's default and in lieu of all current damages beyond the date
of such demand (it being agreed that it would be impracticable or extremely
difficult to fix the actual damages), and not as a penalty, an amount equal to
the Present Value of all Interim Rent or Minimum Rent from the date of such
demand to the date on which the Term is scheduled to expire hereunder in the
absence of any earlier termination, re-entry or repossession. Tenant shall also
pay to Landlord all of Landlord's Costs in connection with the repossession of
the Leased Premises and any attempted reletting thereof, including all brokerage
commissions, legal expenses, reasonable attorneys' fees, employees' expenses,
costs of Alterations and expenses and preparation for reletting.

      


      (ii)            If
Landlord exercises its remedy under Section 23(a)(ii), then Tenant shall, until
the end of what would have been the Term in the absence of the termination of
the Lease, and whether or not any of the Leased Premises shall have been relet,
be liable to Landlord for, and shall pay to Landlord, on the date on which the
same are due and payable under the terms of this Lease all Monetary Obligations
which would be payable under this Lease by Tenant in the absence of such
termination less the net proceeds, if any, of any reletting pursuant to Section
23(a)(ii), after deducting from such proceeds all of Landlord's Costs (including
the items listed in the last sentence of Section 23(b)(i) hereof) incurred in
connection with such repossessing and reletting; provided that if Landlord has not relet the
Leased Premises, such Costs of Landlord shall be considered to be Monetary
Obligations payable by Tenant. Landlord shall also be entitled to recover from
Tenant as damages for loss of the bargain, and not as a penalty, an amount equal
to the sum of (1) the Present Value of the excess, if any, of (a) all Interim
Rent and Minimum Rent payable under this Lease from the date of termination,
reentry or repossession, as the case may be, over (b) the greater of (x) amount
of the base rent obtained by Landlord after reletting the Leased Premises, or
(y) the Fair Rental Value of the Leased Premises, plus (2) all of Landlord's
Costs (including the items listed in the last sentence of Section 23(b)(i)
hereof). As used herein the "Fair
Rental Value" of the Leased Premises means an amount equal to the fair
market rental value of the Leased Premises considered as unencumbered by this
Lease and available for the highest and best use that may be made thereof.
Tenant shall be and remain liable for all sums aforesaid, and Landlord may
recover such damages from Tenant and institute and maintain successive actions
or legal proceedings against Tenant for the recovery of such damages. Nothing
herein contained shall be deemed to require Landlord to wait to begin such
action or other legal proceedings until the date when the Term would have
expired by its own terms had there been no such Event of Default.

       

      (c)           Notwithstanding
anything to the contrary herein contained, in lieu of or in addition to any of
the foregoing remedies and damages, Landlord may exercise any remedies and
collect any damages available to it at law or in equity. If Landlord is unable
to obtain full satisfaction pursuant to the exercise of any remedy, it may
pursue any other remedy which it has hereunder or at law or in equity, it being
understood that the remedies set forth herein are not exclusive and are
cumulative in addition to any remedies allowed now or after the date hereof by
applicable law.

      


      (d)           Landlord
shall not be required to mitigate any of its damages hereunder. If any Law shall
validly limit the amount of any damages provided for herein to an amount which
is less than the amount agreed to herein, Landlord shall be entitled to the
maximum amount available under such Law.

      


      (e)           No
termination of this Lease, repossession or reletting of the Leased Premises,
exercise of any remedy or collection of any damages pursuant to this Section 23
shall relieve Tenant of any Surviving Obligations.

      


      (f)           THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH OF
THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR THE COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS LEASE AND ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID
OR VOIDABLE).  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
UNDERSIGNED TO EXECUTE THIS LEASE.

       

      (g)           Upon
the occurrence of any Event of Default, Landlord shall have the right (but no
obligation) to perform any act required of Tenant hereunder and, if performance
of such act requires that Landlord enter the Leased Premises, Landlord may enter
the Leased Premises for such purpose. Any such payment or performance by
Landlord of Tenant's obligations under this Lease shall be on Tenant's account
and at Tenant's sole cost and expense, and as Additional Rent
hereunder.

      


      (h)           No
failure of Landlord (i) to insist at any time upon the strict performance of any
provision of this Lease or (ii) to exercise any option, right, power or remedy
contained in this Lease shall be construed as a waiver, modification or
relinquishment thereof. A receipt by Landlord of any sum in satisfaction of any
Monetary Obligation with knowledge of the breach of any provision hereof shall
not be deemed a waiver of such breach, and no waiver by Landlord of any
provision hereof shall be deemed to have been made unless expressed in a writing
signed by Landlord.

      


      (i)           Tenant
hereby waives and surrenders, for itself and all those claiming under it,
including creditors of all kinds, (i) any right and privilege which it or any of
them may have under any present or future Law to redeem any of the Leased
Premises or to have a continuance of this Lease after termination of this Lease
or of Tenant's right of occupancy or possession pursuant to any court order or
any provision hereof, and (ii) the benefits of any present or future Law which
exempts property from liability for debt or for distress for rent. Tenant hereby
expressly waives the service of notice of intention to re-enter provided for in
any statute now or hereafter in force, or to institute legal proceedings to that
end, and also waives any and all right of redemption provided for in any statute
now or hereafter in force in case Tenant shall be dispossessed by a judgment or
by warrant of any court or judge. The terms "enter", "re-enter", "entry" or "re-entry", as used in this Lease, are
not restricted to their technical legal meanings.

      


      (j)           Except
as otherwise provided herein, all remedies are cumulative and concurrent and no
remedy is exclusive of any other remedy. Each remedy may be exercised at any
time an Event of Default has occurred and is continuing and may be exercised
from time to time. No remedy shall be exhausted by any exercise
thereof.

      


      (k)           Tenant
shall pay all of Landlord's legal costs, expenses and reasonable attorneys'
fees, expert fees and consultant fees in exercising any of Landlord's rights and
remedies against Tenant, whether set forth herein or at law or
equity.

      


      (l)           If
Landlord elects to terminate this Lease on account of any Event of Default on
the part of Tenant, then Landlord may: (i) terminate any sublease, license,
concession, or other consensual arrangement for possession entered into by
Tenant and affecting any of the Leased Premises; or (ii) choose to succeed to
Tenant's interest in such arrangement. No payment by a subtenant with respect to
a sublease shall entitle such subtenant to possession of the Leased Premises
after termination of this Lease and Landlord's election to terminate the
sublease by the subtenant. If Landlord elects to succeed to Tenant's interest in
such arrangement, then Tenant shall, as of the date of notice given by Landlord
to Tenant of such election, have no further right to, or interest in, any rent
or other consideration receivable under that arrangement.

       

      24.           Notices.  All
notices, demands, requests, consents, approvals, offers, statements and other
instruments or communications required or permitted to be given pursuant to the
provisions of this Lease shall be in writing and shall be deemed to have been
given and received for all purposes when delivered in person or by Federal
Express or other reliable 24-hour delivery service or five (5) business days
after being deposited in the United States mail, by registered or certified
mail, return receipt requested, postage prepaid, addressed to the other party at
its address stated above or when delivery is refused. A copy of any notice given
by Tenant to the originally named Landlord shall simultaneously be given by
Tenant to Reed Smith LLP, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219,
Attn: Chairman Real Estate Department, and to CIT Capital USA Inc., 505 Fifth
Avenue, New York, New York 10017, Attn: General Counsel. For the purposes of
this Section, any party may substitute another address stated above (or
substituted by a previous notice) for its address by giving fifteen (15) days'
notice of the new address to the other party, in the manner provided
above.

      


      25.           Estoppel Certificate.
At any time upon not less than ten (10) days' prior written request by either
Landlord or Tenant (the "Requesting
Party") to the other party (the "Responding Party"), the Responding
Party shall deliver to the Requesting Party a statement in writing, executed by
an authorized officer of the Responding Party, certifying (a) that, except as
otherwise specified, this Lease is unmodified and in full force and effect, (b)
the dates to which Interim Rent, Minimum Rent, Additional Rent and all other
Monetary Obligations have been paid, (c) that, to the knowledge of the signer of
such certificate and except as otherwise specified, no default by either
Landlord or Tenant exists hereunder, (d) such other matters as the Requesting
Party may reasonably request, and (e) if Tenant is the Responding Party that,
except as otherwise specified, there are no proceedings pending or, to the
knowledge of the signer, threatened, against Tenant before or by any court or
administrative agency which, if adversely decided, would materially and
adversely affect the financial condition and operations of Tenant. Any such
statements by the Responding Party may be relied upon by the Requesting Party,
any Person whom the Requesting Party notifies the Responding Party in its
request for the Certificate is an intended recipient or beneficiary of the
Certificate, any Lender or their assignees and by any prospective purchase or
mortgagee of any of the Leased Premises. Any certificate required under this
Section 25 and delivered by Tenant shall state that, in the opinion of each
person signing the same, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to the subject matter
of such certificate, and shall briefly state the nature of such examination or
investigation. In addition to the rights of Landlord and Tenant to obtain
estoppel certificates, Tenant shall, upon Lender's request at any time, and from
time to time during the existence of the Loan, and upon any foreclosure of the
Loan or transfer in lieu thereof, deliver to Lender an estoppel certificate
executed by Tenant, which Tenant shall provide in the same manner and with the
same content and effect as estoppel certificates to be delivered by Tenant to
Landlord, except that the estoppel certificate to Lender shall include such
additional information as Lender may reasonably request.

       

      26.           Surrender. Upon the
expiration or earlier termination of this Lease, Tenant shall peaceably leave
and surrender the Leased Premises to Landlord in the same condition in which the
Leased Premises was at the commencement of this Lease, except as repaired,
rebuilt, restored, altered, replaced or added to as permitted or required by any
provision of this Lease, and except for ordinary wear and tear. Upon such
surrender, Tenant shall (a) remove from the Leased Premises all personal
property, Trade Fixtures and equipment (other than the Building Equipment) which
is owned by Tenant or third parties other than Landlord and (b) repair any
damage caused by such removal. The personal property, Trade Fixtures and
equipment not so removed shall become the property of Landlord. Landlord may
thereafter cause such property to be removed from the Leased Premises. The cost
of removing and disposing of such property and repairing any damage to any of
the Leased Premises caused by such removal shall be paid by Tenant to Landlord
upon demand. Landlord shall not in any manner or to any extent be obligated to
reimburse Tenant for any such property which becomes the property of Landlord
pursuant to this Section 26. If Tenant holds over in possession after the
expiration of the Term, then such holding over shall not be deemed to extend the
Term or renew this Lease, but rather the tenancy thereafter shall continue as a
tenancy at sufferance pursuant to the terms and conditions herein contained, at
one hundred fifty percent (150%) of the Interim Rent or Minimum Rent in effect
on the date of such expiration (plus the requirement that Tenant pay to Landlord
all Additional Rent); and Tenant shall indemnify, defend, protect (with counsel
selected by Landlord) and hold Landlord and all Indemnitees wholly free and
harmless of, from and against any and all damages, losses, costs, expenses and
claims arising therefrom, including reasonable attorneys' fees and costs. This
Section 26 shall survive expiration, termination or rejection in bankruptcy of
the Lease.

      


      27.           No Merger of Title.
There shall be no merger of the leasehold estate created by this Lease with the
fee estate in any of the Leased Premises by reason of the fact that the same
Person may acquire or hold or own, directly or indirectly, (a) the leasehold
estate created hereby or any part thereof or interest therein and (b) the fee
estate in any of the Leased Premises or any part thereof or interest therein,
unless and until all Persons having any interest in the interests described in
(a) and (b) above which are sought to be merged shall join in a written
instrument effecting such merger and shall duly record the same.

      


      28.           Books and
Records.

      (a)           Tenant
shall keep adequate records and books of account with respect to the finances
and business of Tenant generally and with respect to the Leased Premises, in
accordance with GAAP consistently applied, and shall permit Landlord and Lender
by their respective agents, accountants and attorneys, upon three (3) business
days' prior written notice to Tenant, to visit and inspect the Leased Premises
and examine (and make copies of) the records and books of account and to discuss
the finances and business with the officers of Tenant, at such reasonable times
as may be requested by Landlord; provided, however, that Landlord shall not make
such request more than once during any consecutive twelve-month period. Upon the
request of Lender or Landlord (either telephonically or in writing), Tenant
shall provide the requesting party with copies of any information to which such
party would be entitled in the course of a personal visit.

      


      (b)           Tenant
shall deliver to Landlord and to Lender within ninety (90) days of the close of
each fiscal year, annual audited financial statements of Tenant prepared by a
nationally recognized firm of independent certified public accountants. Tenant
shall also furnish to Landlord within forty-five (45) days after the end of each
of the three first calendar quarters in each calendar year unaudited financial
statements and all other quarterly reports of Tenant, certified by,
respectively, Tenant's chief financial officer. All financial statements of
Tenant shall be prepared in accordance with GAAP consistently applied. All
annual financial statements shall be accompanied by an opinion of said
accountants stating that (A) there are no qualifications as to the scope of the
audit and (B) the audit was performed in accordance with GAAP.

       

      (c) All
financial statements required under this Section 28 shall be accompanied by the
certification of the president or a vice president of Tenant in the form
attached hereto as Exhibit G,
dated within five (5) days of the delivery of such statement, stating that (A)
the affiant knows of no Event of Default, or event which, upon notice or the
passage of time or both, would become an Event of Default which has occurred and
is continuing hereunder or, if any such event has occurred and is continuing,
specifying the nature and period of existence thereof and what action Tenant has
taken or proposes to take with respect thereto and (B) except as otherwise
specified in such affidavit, that Tenant has fulfilled all of its obligations
under this Lease which are required to be fulfilled on or prior to the date of
such affidavit.

      


      29.           Non-Recourse as to
Landlord. Anything contained herein to the contrary notwithstanding, any
claim based on or in respect of any liability of Landlord under this Lease shall
be enforced only against the Leased Premises and not against any other assets,
properties or funds of (i) Landlord, (ii) Landlord's members, and any entity
controlling, controlled by, or in common control of Landlord or Landlord's
members, any director, officer, general partner, shareholder, limited partner,
beneficiary, employee, consultant, contractor or agent of Landlord or any
general partner of Landlord or any of its general partners (or any legal
representative, heir, estate, successor or assign of any thereof), (iii) any
predecessor or successor limited liability company, partnership or corporation
(or other entity) of Landlord or any of its members, managers, general partners,
shareholders, officers, directors, employees or agents, either directly or
through Landlord or its general partners, shareholders, officers, directors,
employees or agents or any predecessor or successor partnership or corporation
(or other entity), (iv) any Lender, and any lender to a Person holding an
interest in Landlord, (v) any Person affiliated with any of the foregoing, or
any director, officer, employee or agent of any thereof; or (vi) the heirs,
successors, personal representatives and assigns of any of the
foregoing.

      


      30.           Financing. If
Landlord desires to obtain a Loan, Tenant shall, upon request of Landlord,
supply any such Lender with such notices and information as Tenant is required
to give to Landlord hereunder and to extend the rights of Landlord hereunder to
any such Lender and to consent to such financing if such consent is requested by
such Lender. Tenant shall execute a non-disturbance and attornment agreement,
which may require Tenant to confirm that (a) Lender and its assigns will not be
liable for any misrepresentation, act or omission of Landlord, (b) Lender and
its assigns will not be subject to any counterclaim, demand or offset which
Tenant may have against Landlord, (c) Lender and its assigns will not be bound
by any amendment to this Lease not consented to in writing by Landlord, and (d)
Landlord has assigned its interest in the Lease to Lender and no consent or
approval of Landlord pursuant to this Lease shall be effective without Lender's
consent.

       

      31.           Subordination. This
Lease, any memorandum of this Lease and Tenant's interest hereunder shall be
subordinate to any Mortgage or other security instrument presently recorded or
hereafter placed upon the Leased Premises by Landlord, and to any and all
advances made or to be made thereunder, to the interest thereon, and all
renewals, replacements and extensions thereof; provided, however, that such
Mortgage or other security instrument (or a separate contemporaneous or
subsequent instrument in recordable form duly executed by Lender and delivered
to Tenant) shall include commercially reasonable subordination, non-disturbance
and attornment provisions ("SNDA
Provisions"), which Tenant will execute and deliver, without cost to
Landlord or Lender. Such SNDA Provisions may provide, among other matters, that
if any foreclosure proceedings are initiated by Lender or a deed in lieu is
granted (or if any ground lease is terminated), Tenant agrees, upon written
request of any such holder or any purchaser at foreclosure sale, to attorn and
pay Rent to such party and to execute and deliver any instruments necessary or
appropriate to evidence or effectuate such attornment, provided such Lender or purchaser at a
foreclosure sale shall agree to accept this Lease and not disturb Tenant's
occupancy, so long as Tenant does not default and fail to cure within the time
permitted hereunder. The SNDA Provisions shall also include such other
provisions as may be commercially reasonably requested by Lender. However, in
the event of attornment, Lender shall not be: (i) liable for any act or omission
of Landlord, or subject to any offsets or defenses which Tenant might have
against Landlord (prior to such Lender becoming Landlord under such attornment),
or(ii) liable for any security deposit or bound by any prepaid Rent not actually
received by Lender. The SNDA provisions may also include provisions set forth in
the last sentence of Section 30 of this Lease.

      


      32.           Tax Treatment,
Reporting. Landlord and Tenant each acknowledge that each shall treat
this transaction as a true lease for state law purposes and shall report this
transaction as a Lease for Federal income tax purposes. For Federal income tax
purposes each shall report this Lease as a true lease with Landlord as the owner
of the Leased Premises and Building Equipment and Tenant as the lessee of such
Leased Premises and Building Equipment including: (1) treating Landlord as
the owner of the property eligible to claim depreciation deductions under
Section 167 or 168 of the Code with respect to the Leased Premises and Building
Equipment, (2) Tenant reporting its Rent payments as rent expense under
Section 162 of the Code, and (3) Landlord reporting the Rent payments as
rental income.

      


      33.           Miscellaneous.

      


      (a)           The
Section headings in this Lease are used only for convenience in finding the
subject matters and are not part of this Lease or to be used in determining the
intent of the parties or otherwise interpreting this Lease.

      


      (b)           As
used in this Lease, the singular shall include the plural and any gender shall
include all genders as the context requires and the following words and phrases
shall have the following meanings: (i) "including" shall mean "including without
limitation"; (ii) "provisions" shall mean "provisions, terms, agreements,
covenants and/or conditions"; (iii) "lien" shall mean "lien, charge,
encumbrance, title retention agreement, pledge, security interest, mortgage
and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty,
agreement, liability, covenant and/or condition"; (v) "any of the Leased
Premises" shall mean "the Leased Premises or any part thereof or interest
therein"; (vi) "any of the Land" shall mean "the Land or any part
thereof or interest therein"; (vii) "any of the Improvements" shall mean "the
Improvements or any part thereof or interest therein"; and (viii) "any of the
Building Equipment" shall mean "the Building Equipment or any part thereof or
interest therein".

       

      (c)           Any
act which Landlord is permitted to perform under this Lease may be performed at
any time and from time to time by Landlord or any person or entity designated by
Landlord, Each appointment of Landlord as attorney-in-fact for Tenant hereunder
is irrevocable and coupled with an interest. Except as otherwise specifically
provided herein, Landlord shall not unreasonably withhold or delay its consent
whenever such consent is required under this Lease, except that with respect to
any assignment of this Lease or subletting of the Leased Premises not expressly
permitted by the terms of this Lease. Time is of the essence with respect to the
performance by Tenant of all of its obligations under this Lease.

      


      (d)           Landlord
shall in no event be construed for any purpose to be a partner, joint venturer
or associate of Tenant or of any subtenant, operator, concessionaire or licensee
of Tenant with respect to any of the Leased Premises or otherwise in the conduct
of their respective businesses.

      


      (e)           This
Lease and any documents which may be executed by Tenant on or about the
effective date hereof at Landlord's request constitute the entire agreement
between the parties and supersede all prior understandings and agreements,
whether written or oral, between the parties hereto relating to the Leased
Premises and the transactions provided for herein. Landlord and Tenant are
business entities having substantial experience with the subject matter of this
Lease and have each fully participated in the negotiation and drafting of this
Lease. Accordingly, this Lease shall be construed without regard to the rule
that ambiguities in a document are to be construed against the
drafter.

      


      (f)           This
Lease may be modified, amended, discharged or waived only by an agreement in
writing signed by the party against whom enforcement of any such modification,
amendment, discharge or waiver is sought.

      


      (g)           Subject
to the terms and provisions of Section 20 hereof, the covenants of this Lease
shall run with the land and bind Tenant, its successors and assigns and all
present and subsequent encumbrancers and subtenants of any of the Leased
Premises, and shall inure to the benefit of Landlord, its successors and
assigns. If there is more than one Tenant, the obligations of each shall be
joint and several.

      


      (h)           If
any one or more of the provisions contained in this Lease shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Lease, but this Lease shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

      


      (i)           This
Lease shall be governed by and construed and enforced in accordance with the
Laws of the State.

      


      (j)           Except
as otherwise expressly stated in this Lease, any consent or approval required to
be obtained from Landlord may be granted by Landlord in its sole discretion. In
any instance in which Landlord agrees not to act unreasonably, Tenant hereby
waives any claim for damages against or liability of Landlord which is based
upon a claim that Landlord has unreasonably withheld or unreasonably delayed any
consent or approval requested by Tenant, and Tenant agrees that its sole remedy
shall be an action for declaratory judgment. If with respect to any required
consent or approval Landlord is required by the express provisions of this Lease
not to unreasonably withhold or delay its consent or approval, and if it is
determined in any such proceeding referred to in the preceding sentence that
Landlord acted unreasonably, the requested consent or approval shall be deemed
to have been granted; however, Landlord shall have no liability whatsoever to
Tenant for its refusal or failure to give such consent or approval. Tenant's
sole remedy for Landlord's unreasonably withholding or delaying, consent or
approval shall be as provided in this Section.

       

      (k)    Landlord and Tenant
each represents to the other that no broker has been involved in this Lease.
Landlord and Tenant agree that if any claim for brokerage commissions are ever
made against Landlord or Tenant in connection with this Lease, all claims shall
be handled and paid by the party whose actions or alleged commitments form the
basis of such claim.

       

      (l)    This Lease
may be executed in one or more counterparts, each of which shall constitute an
original, and all of which together shall constitute one and the same
instrument.

      


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      IN
WITNESS WHEREOF, this Lease Agreement is executed as of the day and year first
above written.

      


      
        
          
            	
                    LANDLORD:

                     

                  
	
                    CIT CRE LLC, a Delaware
      limited liability company

                     

                    By:  /s/ Roy
      Rosenbaum                     
      

                            Roy
      Rosenbaum

                            Vice
      President

                     

                     

                  
	
                    TENANT:

                     

                  
	
                    LMI FINISHING, INC., an
      Oklahoma corporation

                     

                    By:
      /s/ Lawrence E.
      Dickinson            
      

                    Title:
        Vice
      President

                  


          

           

           

           

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            


            EXHIBIT
A

            


            


            


            


            LEASED
PREMISES

            


             

            


            
              
                	
                        Address

                      	
                        City

                      	
                        State

                      
	 
      	 
      	 
      
	
                        2104
      North 170th
      East Avenue

                      	
                        Tulsa

                      	
                        Oklahoma

                      


              

            

            


            


            [attach
legal description]