MASTER LEASE AGREEMENT Dated as of September 19, 2007 between OLD NATIONAL BANK, as the Tenant and ONB CTL PORTFOLIO LANDLORD #2, LLC, as the Landlord

 

 
 
Dated as of September 19, 2007
between
OLD NATIONAL BANK,
as the Tenant
and
ONB CTL PORTFOLIO LANDLORD #2, LLC,
as the Landlord
 
 

 

 

TABLE OF CONTENTS
         
    PAGE
1. Certain Definitions
    1  
 
        
2. Demise of Premises
    1  
 
        
3. Title and Condition
    1  
 
        
4. Use of Leased Property; Quiet Enjoyment.
    3  
 
        
5. Term
    3  
 
        
6. Rent.
    4  
 
        
7. Net Lease; Non-Terminability
    5  
 
        
8. Payment of Impositions; Compliance with Legal Requirements and Insurance Requirements
    6  
 
        
9. Liens; Recording and Title
    8  
 
        
10. Indemnification
    9  
 
        
11. Maintenance and Repair
    10  
 
        
12. Alterations
    12  
 
        
13. Condemnation; Termination of this Lease for Total Taking or Total Casualty.
    12  
 
        
14. Insurance
    16  
 
        
15. Restoration
    19  
 
        
16. Subordination to Financing
    21  
 
        
17. Assignment, Subleasing
    22  
 
        
18. Permitted Contests
    23  
 
        
19. Conditional Limitations; Default Provisions
    24  
 
        
20. Additional Rights of Landlord and Tenant
    26  
 
        
21. Notices
    27  
 
        
22. Estoppel Certificates
    28  

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    PAGE
 
        
23. Surrender and Holding Over
    28  
 
        
24. No Merger of Title
    29  
 
        
25. Definition of Landlord
    29  
 
        
26. Hazardous Substances
    30  
 
        
27. Entry by Landlord
    31  
 
        
28. No Usury
    31  
 
        
29. Financial Statements
    31  
 
        
30. Special Tax Indemnity
    32  
 
        
31. Separability
    34  
 
        
32. Miscellaneous.
    35  
 
        
EXHIBIT A Form of Lease Supplement
        
EXHIBIT B Basic Rent
        
 
        
SCHEDULE A Schedule of Termination Values
        
SCHEDULE B Allocation of Rent
        
 
        
APPENDIX A Definitions
        

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     THIS MASTER LEASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, and including the Lease Supplements (as hereinafter defined), this “Lease”) made as of September 19, 2007, by and between ONB CTL PORTFOLIO LANDLORD #2, LLC, a Delaware limited liability company, as landlord, having an office at c/o SunTrust Equity Funding, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 24th Floor, MC 3951, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, and OLD NATIONAL BANK, a national banking association, as tenant, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
     In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant, intending to be legally bound, hereby covenant and agree as follows:
     1. Certain Definitions. All capitalized terms, unless otherwise defined herein, shall have the respective meanings ascribed to such terms in Appendix A annexed hereto and by this reference incorporated herein.
     2. Demise of Premises; Lease Supplements. This Lease is a master lease, and at any one time one or more Leased Properties may be subject hereto. The execution and delivery by Landlord and Tenant of a Lease Supplement shall constitute the irrevocable acceptance by the Tenant of the Leased Property described in such Lease Supplement and the agreement by Tenant that such Leased Property shall be included in the leasehold estate created by, and shall be subject to all of the terms and conditions of, this Lease. All of the Lease Supplements for the Leased Properties subject to this Lease shall be dated as of the Commencement Date; no Leased Properties may be added to this Lease after such date. Landlord hereby demises and lets to Tenant and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, each Leased Property.
     3. Title and Condition.
     (a) Each Leased Property is demised and let subject to (i) the Permitted Encumbrances related to such Leased Property, (ii) all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, and (iii) the condition of such Leased Property as of the commencement of the Term, without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired.
     (b) LANDLORD WILL NOT MAKE ANY INSPECTION OF ANY LEASED PROPERTY, AND LANDLORD LEASES AND WILL LEASE, AND TENANT TAKES AND WILL TAKE, EACH LEASED PROPERTY “AS IS”, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE,

 

 

DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD’S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant acknowledges that each Leased Property is of its selection and to its specifications, and that each Leased Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any Leased Property of any nature, whether patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any special, incidental or consequential damages (including strict liability in tort). The provisions of this Paragraph 3(b) have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any Leased Property, arising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise.
     (c) Tenant acknowledges and agrees that Tenant has examined the title to each Leased Property prior to the execution and delivery of the Lease Supplement therefor and has found such title to be satisfactory for the purposes contemplated by this Lease.
     (d) Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all Guaranties with respect to each Leased Property. Such assignment shall remain in effect until the termination of this Lease with respect to the related Leased Property. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant during the continuance of an Event of Default. Landlord hereby agrees to execute and deliver, at Tenant’s expense, such further documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3(d). Upon the termination of this Lease with respect to any Leased Property, the Guaranties related to such Leased Property shall automatically revert to Landlord, without recourse or warranty. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment, Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord.
     (e) Landlord agrees to enter into, at Tenant’s expense, such Easements as reasonably requested by Tenant, subject to Landlord’s approval of the form thereof, not to be unreasonably withheld; provided, however, that no such Easement shall result in any material diminution in the value or utility of the related Leased Property for use as an office building, branch banking facility or for any other lawful purpose and, further provided, that no such Easement shall render the use of the related Leased Property dependent upon any other property or condition, each of which Tenant shall certify to Landlord and Lenders in writing delivered with Tenant’s request with respect to such Easement. Tenant’s request shall also include Tenant’s written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor and Lease Guarantor’s written undertaking acknowledging that Lease Guarantor

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shall remain liable under the Lease Guaranty, in each case notwithstanding the establishment of any Easement.
     4. Use of Leased Property; Quiet Enjoyment.
     (a) Tenant may use each Leased Property as an office building or banking facility or for any other lawful purpose, so long as such other lawful purpose would not (i) have a material adverse effect on the value of such Leased Property, (ii) materially increase (when compared to use as an office building or banking facility) the likelihood that Tenant, Landlord or any Lender would incur liability under any provisions of any Environmental Laws, or (iii) result in or give rise to any environmental deterioration or degradation of such Leased Property, except to a de minimus extent. In no event shall any Leased Property be used for any purpose which shall violate, in any material way, any of the provisions of any Permitted Encumbrance, any REA or any covenants, restrictions or agreements hereafter created or consented to by Tenant applicable to such Leased Property. Tenant agrees that with respect to the Permitted Encumbrances, each REA and any covenants, restrictions or agreements hereafter created or consented to by Tenant, Tenant shall, at its expense, observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord or Tenant. If requested by Landlord, Tenant shall request, or assist Landlord in obtaining, an estoppel certificate from any other party to an REA to the effect that Tenant and/or the affected Leased Property is in compliance with such REA and covering such other matters as Landlord shall reasonably request.
     (b) Subject to Tenant’s rights under Paragraph 18, Tenant shall not permit any unlawful occupation, business or trade to be conducted on any Leased Property or any use to be made thereof contrary to applicable Legal Requirements or Insurance Requirements. Subject to Tenant’s rights under Paragraph 18, Tenant shall not use, occupy or permit any Leased Property to be used or occupied, nor do or permit anything to be done in or on any Leased Property, in a manner which would (i) make void or voidable any insurance which Tenant is required hereunder to maintain in force with respect to such Leased Property, (ii) affect the ability of Tenant to obtain any insurance which Tenant is required to furnish hereunder, or (iii) cause any injury or damage to any of the Improvements except in connection with Alterations permitted under Paragraph 12.
     (c) Subject to all of the provisions of this Lease, so long as no Event of Default has occurred and is continuing, Tenant shall not be disturbed in its possession of any Leased Property by Landlord or any other person lawfully claiming through or under Landlord.
     (d) Subject to Tenant’s rights under Paragraph 17, Tenant covenants and agrees that it, or its permitted assigns, licensees or subtenants, shall remain in actual physical possession of each Leased Property and shall continuously operate its business in such Leased Property provided that Tenant may permit any Leased Property to be vacant so long as such period of such vacancy does not exceed twelve (12) consecutive months at any one time and thirty-six (36) months over the Term.

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     5. Term.
     (a) Subject to the provisions hereof, Tenant shall have and hold each Leased Property for the Initial Term.
     (b) Provided (i) this Lease shall not have been terminated pursuant to the provisions of Paragraph 13 or 19, and (ii) no Event of Default has occurred and is continuing, in each case on the applicable date of its Renewal Option Notice and on the Expiration Date (or the expiration date of the then expiring Renewal Term, as applicable), Tenant shall have four (4) consecutive options to extend the term of this Lease for a Renewal Term, commencing upon the day after the Expiration Date (or the expiration date of the then expiring Renewal Term, as applicable). If Tenant elects to exercise any one or more of such renewal options, it shall do so by giving a Renewal Option Notice to Landlord at any time during the Term (or the then Renewal Term, as applicable) but, in any event, on or before that date which is one hundred eighty (180) days prior to the commencement of the Renewal Term for which such election is exercised, TIME BEING OF THE ESSENCE as to the exercise of such renewal option and the giving of such notice, which Renewal Option Notice shall specify which of the Leased Properties then subject to this Lease shall be included in such renewal. If Tenant shall elect to exercise any such renewal option, the term of this Lease with respect to the related Leased Properties shall be automatically extended for five (5) years without the execution of an extension or renewal lease. Any Renewal Term shall be subject to all of the provisions of this Lease, and all such provisions shall continue in full force and effect, except that the Basic Rent for each Renewal Term shall be at the Basic Rent set forth for such renewal terms on Exhibit B attached hereto. Within ten (10) days after request by either Landlord or Tenant, Landlord and Tenant shall execute, acknowledge and deliver to the other party an instrument confirming that such option has been effectively exercised, confirming the Leased Properties to which such Renewal Term is applicable, confirming the extended Expiration Date of this Lease and confirming the Basic Rent for the related Renewal Term.
     6. Rent.
     (a) Tenant shall pay to Landlord, as rent for each Leased Property during the Term, the Basic Rent in advance, on the Commencement Date and on each Basic Rent Payment Date occurring after the Commencement Date, and shall pay the same by wire transfer in immediately available federal funds, by 3:00 p.m., New York time on the date due, to such account in such bank as Landlord shall designate, from time to time. In the event that the Commencement Date is a date other than the first Business Day of a calendar month, the Basic Rent due on the Commencement Date shall be an amount equal to the amount of Basic Rent set forth on Exhibit B hereto for the first Basic Rent Payment Date, times 1/30, times the number of days from and including the Commencement Date to and excluding the first day of the following calendar month, and the Basic Rent due on the first Business Day of the month following the month in which the Commencement Date occurs shall be the amount set forth on Exhibit B for the first Basic Rent Payment Date. Landlord hereby directs Tenant to pay the Basic Rent to the Trustee, to such account as the Trustee shall designate to Tenant in writing; any change in such designation shall require a written direction signed by both Landlord and Trustee.
     (b) Basic Rent during the Initial Term shall be allocated as specified in Schedule B hereto and such allocations of Basic Rent shall represent Tenant’s accrued liability on account of the use of each Leased Property for each Rent Payment Period during the Initial Term. Landlord

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and Tenant agree that such allocations are intended to constitute a specific allocation of fixed rent within the meaning of Treasury Regulation Section 1.467-1(c)(2)(ii)(A) to the applicable period and in the respective amounts set forth in Schedule B hereto.
     (c) Landlord and Tenant each agrees to accrue, on any federal income tax returns filed by it (or on any income tax returns on which its income is included), rental income and rental expense, respectively, for each Rent Payment Period during the Initial Term the amounts set forth for such Rent Payment Period under the caption “Section 467 Rent” (the “Section 467 Rent”) in Schedule B hereto. In addition, Landlord shall deduct interest expense and Tenant shall accrue interest income with respect to each such period in the amounts set forth under the caption “Section 467 Interest” in Schedule B hereto (“Section 467 Interest”), it being understood that Section 467 Rent and Section 467 Interest represent characterizations for Federal income tax purposes only, and that Landlord shall have no obligation to return any Basic Rent paid by Tenant or otherwise make a cash payment to Tenant, with respect to Section 467 Rent or Section 467 Interest under any circumstances.
     (d) Subject to the rights of Tenant pursuant to Paragraph 18, Tenant shall timely pay and discharge, as Additional Rent, all other amounts and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added by the party to whom such payment is due for nonpayment or late payment thereof. In the event of any failure by Tenant to pay or discharge any of the foregoing, Landlord shall have all rights, powers and remedies provided herein, by law or otherwise, in the event of nonpayment of Basic Rent. All payments of Additional Rent that are payable to Landlord shall be paid by Tenant by electronic transfer in immediately available federal funds to such account in such bank as Landlord (or the Trustee, if so directed by Landlord) shall designate, from time to time.
     (e) If any installment of Basic Rent is not paid when the same is due, Tenant shall pay to Landlord, on demand, as Additional Rent, interest on such installment from the date such installment was due to the date such installment is paid at the Default Rate.
     (f) Landlord and Tenant agree that this Lease is, and is intended to be, a true lease and does not represent a financing arrangement. Each party shall reflect the transactions represented by this Lease in all applicable books, records and reports (including, without limitation, income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.
     7. Net Lease; Non-Terminability.
     (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense.
     (b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction

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or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of any Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease.
     (c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise.
     (d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.
     8. Payment of Impositions; Compliance with Legal Requirements and Insurance Requirements.
     (a) (i) Subject to the provisions of Paragraph 18, Tenant shall, before interest or penalties are due thereon, pay and discharge all Impositions accrued prior to or during

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the Term. If received by Landlord, Landlord shall promptly deliver to Tenant any ▇▇▇▇ or invoice with respect to any Imposition.
          (ii) Nothing herein shall obligate Tenant to pay, and the term “Impositions” shall exclude, federal, state or local (A) transfer taxes as the result of a conveyance, encumbrance, transfer or assignment by Landlord (unless attributable to, or made during the continuance of, an Event of Default or arising in connection with the initial financing of the acquisition of any Leased Property by Landlord), (B) franchise, capital stock or similar taxes if any, of Landlord, except to the extent such taxes would not have been payable absent Landlord’s ownership of a Leased Property, (C) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by its net income, (D) any estate, inheritance, succession, gift, capital levy or similar taxes, unless the taxes referred to in clauses (B) and (C) above are in lieu of or a substitute for any other tax or assessment upon or with respect to any Leased Property which, if such other tax or assessment were in effect at the commencement of the Term, would be payable by Tenant, or (E) any Tax that would not have been imposed but for the failure of Indemnitee to comply with certification, information, documentation or other reporting requirements applicable to Indemnitee, if compliance with such requirements is required by Law of the relevant taxing authority as a precondition to relief or exemption from such Tax. In the event that any assessment against any Leased Property may be paid in installments, Tenant shall have the option to pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable during the Term. Tenant shall prepare and file all tax reports required by Governmental Authorities which relate to the Impositions. Tenant shall deliver to Landlord, within twenty (20) days after Landlord’s written request therefor, copies of all settlements and notices pertaining to the Impositions which may be issued by any Governmental Authority and receipts for payments of all Impositions made during each calendar year of the Term.
     (b) Subject to the provisions of Paragraph 18, Tenant shall promptly comply with and conform to, and shall keep each Leased Property in compliance with, all of the Legal Requirements and Insurance Requirements.
     (c) Any payments required to be made by Tenant pursuant to this Paragraph 8 that are not allowed to be paid directly to the appropriate Governmental Authority or such other Person to whom such payment is due shall be made directly to Landlord on or before the date that is three (3) Business Days prior to the date on which such payment is due to the related Governmental Authority or such other Person at the location and in the manner specified by Landlord pursuant to Paragraph 6 for the payment of Additional Rent. Landlord shall forward such payment to the related Governmental Authority or such other Person to whom such payment is due within three (3) Business Days of receipt thereof by Landlord. Any amount payable by Tenant to Landlord under this Paragraph 8 that is not paid when due shall bear interest at the Default Rate, except in the case of any payment for Taxes, such interest shall begin accruing on the later of (i) the due date for payment of such Taxes to the appropriate Governmental Authority and (ii) the date Landlord pays such amounts for Taxes to the appropriate Governmental Authority.
     (d) If any report, return or statement (a “Filing”) is required to be filed with respect to any Imposition that is subject to this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ shall, if permitted by Applicable Laws

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to do so, timely file or cause to be filed such Filing with respect to such Imposition and shall promptly provide notice of such filing to Landlord (except for any such Filing that Landlord has notified Tenant in writing that Landlord intends to file, in which case Landlord shall, if requested by Tenant, provide a copy of such Filing to Tenant) and will (if ownership of the related Leased Property or any part thereof or interest therein is required to be shown on such Filing) show the ownership of such Leased Property in the name of Landlord and send a copy of such Filing to Landlord. If Tenant is not permitted by Applicable Laws to file any such Filing, Tenant will promptly notify Landlord of such requirement in writing and prepare and deliver to Landlord a proposed form of such Filing and such information as is within Tenant’s reasonable control or access with respect to such Filing within a reasonable time, and in all events at least ten (10) days, prior to the time such Filing is required to be filed. Tenant shall hold Landlord harmless from and against any liabilities, including, but not limited to penalties, additions to tax, fines and interest, arising out of any insufficiency or inaccuracy in any such Filing, to the extent such insufficiency or inaccuracy is attributable to Tenant.
     (e) Notwithstanding anything herein to the contrary, any obligations of Tenant under the provisions of this Paragraph 8 that accrue prior to the expiration or earlier termination of this Lease shall survive such expiration or earlier termination of this Lease.
     (f) If Landlord receives a refund with respect to any Impositions paid or indemnified by Tenant, Landlord shall within fifteen (15) days of receipt thereof repay to the Tenant the amount previously paid or indemnified by Tenant for such Impositions to the extent not in excess of the refund amount actually received by the Landlord (“Refund”), plus any interest actually received by the Landlord that is fairly attributable to the Refund; provided, however, in the event that any portion of the Refund is later required to be repaid, recaptured or disallowed, such portion of the Refund will be treated as a Claim for which the Landlord is entitled to indemnification and Tenant shall pay such portion to Landlord within fifteen (15) days of demand therefor, except if such loss of the Refund would not have occurred but for the Landlord’s gross negligence or willful misconduct.
     9. Liens; Recording and Title.
     (a) Tenant shall not, directly or indirectly, create or permit to be created or, subject to the provisions of Paragraph 18, to remain, and shall promptly discharge, any lien on any Leased Property, the Basic Rent or any Additional Rent, other than the Mortgage, the Permitted Encumbrances and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (except Tenant). 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 any Leased Property through or under Tenant, and that no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to any Leased Property.
     (b) Each of Landlord and Tenant shall execute, acknowledge and deliver to the other a written Memorandum of this Lease with respect to each Leased Property to be recorded in the appropriate land records of the jurisdiction in which such Leased Property is located, in order to give public notice and protect the validity of this Lease. In the event of any discrepancy between

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the provisions of any such recorded Memorandum of this Lease and the provisions of this Lease, the provisions of this Lease shall prevail.
     (c) Nothing in this Lease and no action or inaction by Landlord shall be deemed or construed to mean that Landlord has granted to Tenant any right, power or permission to do any act or to make any agreement which may create, give rise to, or be the foundation for, any right, title, interest or lien in or upon the estate of Landlord in any Leased Property.
     10. Indemnification.
     (a) Tenant agrees to assume liability for, and to indemnify, protect, defend, save and keep harmless each Indemnitee from and against any and all Claims that may be suffered, imposed on or asserted against any Indemnitee (including any Claims resulting from any Indemnitee’s negligence), arising out of (i) the initial acquisition of any Leased Property by Landlord, ownership of any Leased Property by Landlord, leasing by Landlord of any Leased Property to Tenant, subleasing of any Leased Property by Tenant, assignment by Tenant of its interest in this Lease, or sale of any Leased Property by Landlord to Tenant, transfer of title to Tenant’s interest in this Lease, renewal of this Lease, or the operation, possession, use, non-use, maintenance, modification, alteration, construction, reconstruction, restoration, or replacement of any Leased Property (or any portion thereof), any easements or REAs affecting any Leased Property or from the granting by Landlord at Tenant’s request of easements, licenses or any rights with respect to all or any part of any Leased Property, or from the construction, design, purchase or condition of any Leased Property (including any Claims arising, directly or indirectly, out of the actual or alleged presence, use, storage, generation or Release of any Hazardous Materials, and any Claims for patent, trademark or copyright infringement and latent or other defects, whether or not discoverable), including any liability under Applicable Laws (including, without limitation, any Claims arising directly or indirectly out of any actual or alleged violation, now or hereafter existing, of any Environmental Laws), (ii) this Lease or any modification, amendment or supplement hereto, (iii) the non-compliance of any Leased Property with Applicable Laws (including because of the existence of the Permitted Encumbrances), (iv) any matter relating to all or any part of any Leased Property or any operations thereon, including matters relating to Environmental Laws or Hazardous Materials, (v) the breach by Tenant of its representations, warranties, covenants and obligations in this Lease whether or not such Claim arises or accrues prior to the date of this Lease, (vi) the business and activities of Tenant and any other Person on or about any Leased Property (whether as an invitee, subtenant, licensee or otherwise), (vii) the cost of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Leased Property or any surrounding areas for which Tenant or Landlord has any legal obligation, the cost of any actions taken in response to a Release of any Hazardous Materials on, in, under or affecting any portion of any Leased Property or any surrounding areas for which Tenant or Landlord has any legal obligation to prevent or minimize such Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and costs incurred to comply with Environmental Laws in connection with all or any portion of any Leased Property or any surrounding areas for which Tenant or Landlord has any legal obligation, and all Claims arising from the presence, release, maintenance or disposal of asbestos-containing materials at, from or with respect to any Leased Property, and (viii) any Event of Default. Notwithstanding the foregoing, nothing herein shall be construed to obligate Tenant to

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indemnify, defend and hold harmless any Indemnitee from and against any Claims imposed on or incurred by such Indemnitee by reason of (i) such Indemnitee’s willful misconduct or gross negligence (other than willful misconduct or gross negligence attributed to it by acts or omissions of Tenant), (ii) any liens and liabilities of Landlord solely in connection with any financing by Landlord of any Leased Property or (iii) events that occur after termination of this Lease and return of all of the Leased Properties in accordance with the terms of this Lease.
     (b) In case any Claim shall be made or brought against any Indemnitee, such Indemnitee shall give prompt written notice thereof to Tenant; provided that failure to so notify Tenant shall not reduce Tenant’s obligations to indemnify any Indemnitee hereunder except to the extent such failure materially affects Tenant’s rights to defend such Claim. Tenant shall be entitled, at its expense, acting through counsel selected by Tenant (and reasonably satisfactory to such Indemnitee), to participate in, or, except as otherwise provided herein, to assume and control (if it promptly so elects upon notice of the Claim), and, to the extent that Tenant desires to assume and control, in consultation with Indemnitee, the negotiation, litigation and/or settlement of any such Claim (subject to the provisions of subparagraph (c) of this Paragraph 10). Such Indemnitee may (but shall not be obligated to) participate at its own expense (unless Tenant is not properly performing its obligations hereunder, and then at the expense of Tenant) and with its own counsel in any proceeding conducted by Tenant in accordance with the foregoing, in which case Tenant shall keep such Indemnitee and its counsel fully informed of all proceedings and filings and afford such Indemnitee and counsel reasonable opportunity for comment. Notwithstanding the foregoing, Tenant shall not be entitled to assume and control the defense of any Claim if (i) an Event of Default has occurred and is continuing, (ii) the proceeding involves possible imposition of any criminal liability or penalty or unindemnified civil penalty on such Indemnitee, (iii) the proceeding involves the granting of injunctive relief against the Indemnitee not related to this Lease, (iv) a significant counterclaim is available to the Indemnitee that would not be available to and cannot be asserted by Tenant, (v) a conflict of interest exists between the Indemnitee and Tenant with respect to the Claim, or (vi) the defense of such Claim would require the delivery of material confidential and proprietary information of such Indemnitee that would otherwise not be available to Tenant or its counsel.
     (c) Upon payment in full of any Claim by Tenant pursuant to this Paragraph 10 to or on behalf of an Indemnitee, Tenant, without any further action, shall be subrogated to any and all Claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense or claims against another Indemnitee for which Tenant would have indemnity obligations hereunder) to the extent of such payment, and such Indemnitee shall execute such instruments of assignment and conveyance, evidence of Claims and payment and such other documents, instruments and agreements as may be reasonably necessary to preserve any such Claims and otherwise reasonably cooperate with Tenant to enable Tenant to pursue such Claims.
     (d) The obligations of Tenant under this Paragraph 10 shall survive any termination expiration of this Lease.

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     11. Maintenance and Repair.
     (a) Except for any Alterations that Tenant is permitted to make pursuant to this Lease, Tenant shall at all times from and after the Commencement Date, including any Requisition period, put, keep and maintain each Leased Property (including, without limitation, the roof, landscaping, walls, footings, foundations and structural components of each Leased Property) and the Equipment in a similar (or better) condition and order of repair as exists as of the Commencement Date, except for ordinary wear and tear and the loss of a part of any Leased Property pursuant to a partial Condemnation with respect to which restoration is not practically feasible, and shall promptly make all repairs and replacements of every kind and nature, whether foreseen or unforeseen, which may be required to be made upon or in connection with each Leased Property in order to keep and maintain such Leased Property in the order and condition required by this Paragraph 11(a). Tenant shall do or cause others to do all shoring of each Leased Property or of foundations and walls of the Improvements and every other act necessary or appropriate for preservation and safety thereof, by reason of or in connection with any excavation or other building operation upon such Leased Property, whether or not Landlord shall, by reason of any Legal Requirements or Insurance Requirements, be required to take such action or be liable for failure to do so. LANDLORD SHALL NOT BE REQUIRED TO MAKE ANY REPAIR, WHETHER FORESEEN OR UNFORESEEN, OR TO MAINTAIN ANY LEASED PROPERTY OR ANY PART THEREOF OR ADJOINING PROPERTY IN ANY WAY, AND TENANT HEREBY EXPRESSLY WAIVES THE RIGHT TO MAKE REPAIRS AT THE EXPENSE OF THE LANDLORD, WHICH RIGHT MAY BE PROVIDED FOR IN ANY LAW NOW OR HEREAFTER IN EFFECT. Tenant shall, in all events, make all repairs for which it is responsible hereunder promptly, and all repairs shall be in a good, proper and workmanlike manner.
     (b) Subject to Paragraph 18, in the event that any Improvement shall violate any Legal Requirements or Insurance Requirements and as a result of such violation enforcement action is threatened or commenced against Tenant or with respect to any Leased Property, then Tenant, at the request of Landlord, shall either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such violation, whether the same shall affect Landlord, Tenant or both, or (ii) take such action as shall be necessary to remove such violation, including, if necessary, the making of an Alteration. Any such repair or Alteration shall be made in conformity with the provisions of Paragraph 12.
     (c) If Tenant shall be in default under any of the provisions of this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may after thirty (30) days written notice given to Tenant and failure of Tenant to cure during said period, but with such shorter notice that is appropriate under the circumstances in the event of an emergency, do whatever is reasonably necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. In the event of an emergency Landlord shall notify Tenant of the situation by phone or other available communication. All reasonable sums so paid by Landlord and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest thereon at the Default Rate from the date of payment or incurring the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord within five (5) Business Days of demand.
     (d) Tenant shall from time to time replace with Replacement Equipment any of the Equipment which shall have become worn out or unusable for the purpose for which it is

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intended, been taken by a Condemnation as provided in Paragraph 13 (provided that Landlord or Trustee, as applicable, releases the Net Award to Tenant as provided in Paragraph 15), or been lost, stolen, damaged or destroyed as provided in Paragraph 14 (provided that Landlord or the Trustee, as applicable, releases the Net Proceeds to Tenant as provided in Paragraph 15). Tenant shall repair at its sole cost and expense all damage to the related Leased Property caused by the removal of Equipment or Replaced Equipment or other personal property of Tenant or the installation of Replacement Equipment. All Replacement Equipment shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the Equipment as if originally demised herein.
     12. Alterations.
     (a) Upon prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are non-structural and the cost of which does not exceed the Threshold Amount with respect to such Leased Property, in the aggregate, in any calendar year; provided, that, Tenant complies with clause (c) of this Paragraph 12.
     (b) Upon at least 30 days’ prior written notice to Landlord, Tenant shall have the right to make any Alteration(s) to any Leased Property, that are structural and/or the cost of which exceeds the Threshold Amount for such Leased Property, in the aggregate, in any calendar year; provided, that, (i) no Event of Default has occurred and is then continuing, (ii) Tenant complies with clause (c) of this ▇▇▇▇▇▇▇▇▇ ▇▇, (▇▇▇) prior to making any such Alteration(s), Tenant shall provide Landlord with the plans and specifications, estimated budgets and proposed schedule of construction with respect thereto, and (iv) Landlord shall have consented to such Alterations in writing, which consent shall not be unreasonably withheld, conditioned or delayed.
     (c) In connection with any Alteration: (i) the fair market value of the affected Leased Property shall not be lessened after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) no such Alteration shall change the permitted use of the affected Leased Property (as described in Paragraph 4), (iv) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (v) Tenant shall timely pay all costs and expenses of any such Alteration and shall (subject to and in compliance with the provisions of Paragraph 18) discharge all liens filed against the affected Leased Property arising out of the same; (vi) Tenant shall procure and pay for all permits and licenses required in connection with any such Alteration; (vii) no such Alteration shall create any debt or other encumbrance(s) on the affected Leased Property and (viii) in the case of any Alteration the estimated cost of which in any one instance exceeds the Threshold Amount for the affected Leased Property, such Alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the Alterations.
     (d) All Alterations (excluding Trade Fixtures installed in connection therewith) shall become the property of Landlord, shall be free and clear of all liens and rights of others and shall become a part of the related Leased Property as if originally demised herein.

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     13. Condemnation; Termination of this Lease for Total Taking or Total Casualty.
     (a) Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Landlord thereof and Landlord shall be entitled to participate in any Condemnation proceeding at its sole cost and expense (unless an Event of Default has occurred and is continuing, in which case Tenant shall be responsible for such costs and expenses). Landlord, promptly after obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Tenant thereof. Subject to Landlord’s right to participate in the proceeding and so long as no Event of Default is continuing, Tenant shall have the right to control the Condemnation proceedings. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to the Trustee, for the benefit of the Lenders, and to Landlord, in that order, any award or payment in respect of any Condemnation of Landlord’s interest in any Leased Property, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord, the Trustee or any Lender any Tenant’s Award to the extent Tenant shall have a right to make a separate claim therefor against the condemnor.
     (b) (i) If (A) an entire Leased Property shall be subject to a Taking by a duly constituted authority or agency having jurisdiction, (B) a material portion of the Land related to a Leased Property or the building constructed on such Land or any means of ingress, egress or access to a Leased Property, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at such Leased Property, shall be subject to a Taking by a duly constituted authority or agency having jurisdiction, or (C) any means of ingress, egress or access to a Leased Property which does not result in at least one method of ingress and egress to and from such Leased Property remaining, provided the same is permitted under then existing Legal Requirements, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then this Lease shall terminate with respect to such Leased Property on the date on which title to such Leased Property or portion thereof vests in the applicable condemning authority (the “Taking Termination Date”), and on the Taking Termination Date (1) Tenant shall pay to Landlord the sum of (x) all Basic Rent for such Leased Property due on or before such date that remains unpaid, (y) all Additional Rent due and payable with respect to such Leased Property on or prior to such date that remains unpaid and (z) an amount (the “Termination Fee”) equal to the difference (if positive) between the Termination Value for such Leased Property as of the Taking Termination Date (if such Taking Termination Date is a Basic Rent Payment Date) or as of the Basic Rent Payment Date immediately preceding such Taking Termination Date (if such Taking Termination Date is not a Basic Rent Payment Date) and the net award actually received by Landlord with respect to such Taking and (2) upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.
     (ii) During the period of time between the total Taking and the Taking Termination Date for a Leased Property, this Lease shall stay in full force and effect, Tenant’s obligation to pay Basic Rent shall continue and Tenant shall otherwise remain fully liable hereunder, it being understood that so long as Tenant pays Basic Rent as and when due and no Event of Default has occurred and is continuing, Tenant shall be entitled to retain possession of, and the use and enjoyment of, the related Leased Property during such period.

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     (c) (i) If a casualty occurs, the cost of Restoration as a result thereof is reasonably expected by Tenant to exceed 70% of the replacement cost of the affected Leased Property and it is impractical, as reasonably determined by Tenant, to restore such Leased Property, then Tenant may, not later than one hundred twenty (120) days after such casualty has occurred, as the case may be, serve a Tenant’s Termination Notice upon Landlord with respect to such Leased Property.
               (ii) In the event that during the Initial Term Tenant shall serve a Tenant’s Termination Notice upon Landlord with respect to a Leased Property, Tenant shall, as part of such Tenant’s Termination Notice offer (which offer may be rejected by Landlord as set forth below) to purchase such Leased Property and the casualty insurance proceeds related to such Leased Property for the Purchase Price for such Leased Property plus any and all Additional Payments.
               (iii) If Landlord and Lenders (if there shall be Lenders at such time) shall not elect to accept Tenant’s offer to purchase an affected Leased Property pursuant to subparagraph (ii) above, Landlord shall give notice thereof to Tenant within ninety (90) days after the giving of Tenant’s Termination Notice.
               (iv) Should an offer to purchase not be accepted by Landlord and Lenders (if there shall be Lenders at such time), this Lease shall terminate with respect to the related Leased Property and the insurance proceeds for such Leased Property shall be paid to Landlord (or the Trustee if there are Lenders at such time).
               (v) Landlord’s notice not to accept Tenant’s offer to purchase a Leased Property shall be void and of no effect unless accompanied by the written notice of Lenders (if there shall be Lenders at such time) to the effect that such Lenders also elect not to accept Tenant’s offer to purchase such Leased Property. Should such notices of Landlord and Lenders (if applicable) rejecting Tenant’s offer to purchase not be served within said period of ninety (90) days, then and in that event, Tenant’s offer shall be deemed accepted.
               (vi) In the event that Landlord and Lenders (if there shall be Lenders at such time) shall accept or be deemed to have accepted Tenant’s offer to purchase a Leased Property, title shall close and the Purchase Price and Additional Payments shall be paid as hereinafter provided for such Leased Property and, in such event, Tenant shall be entitled to and shall receive any and all casualty insurance proceeds with respect to such Leased Property then or thereafter paid in connection with the casualty and Landlord shall assign (or in case of any casualty insurance proceeds previously paid to Landlord, Trustee or Lender, deliver (or cause to be delivered) to Tenant on the Closing Date) such casualty insurance proceeds as may be paid with respect to such Leased Property in connection with such casualty. In the event Landlord and Lenders (if applicable) shall accept Tenant’s offer to purchase with respect to a Leased Property, or be deemed to have accepted such Tenant’s offer, title shall close on the Closing Date for such Leased Property, at noon at the local office of Landlord’s counsel, or at such other time and place as the parties hereto may agree upon, this Lease shall be automatically extended with respect to such Leased Property to and including the Closing Date and Tenant shall pay the Purchase Price and Additional Payments (after giving effect to any prorations of Basic Rent) for such Leased Property by transferring immediate funds to such account or accounts and in such

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bank or banks as the Trustee, if there are Lenders at such time, or, if there are no Lenders at such time, as Landlord, shall designate, upon delivery of a special warranty deed (or local equivalent) conveying such Leased Property and all other required documents, including a quitclaim ▇▇▇▇ of sale with respect to all Equipment and personal property constituting a portion of such Leased Property, if any, and an assignment of any casualty insurance proceeds in connection with the casualty of such Leased Property. Upon such payment of the Purchase Price and Additional Payments, this Lease shall terminate with respect to the affected Leased Property (but shall continue with respect to all other Leased Properties). The special warranty deed (or local equivalent) shall convey title of the related Leased Property, free from encumbrances (including the related Mortgage) other than (A) Permitted Encumbrances, (B) liens or encumbrances created or suffered by Tenant or arising by reason of the failure of Tenant to observe or perform any of the terms, covenants or agreements herein provided to be observed and performed by Tenant, and (C) any installments of Impositions then affecting such Leased Property. Tenant shall pay all conveyance, transfer, sales, recording and like taxes required in connection with the purchase, regardless of who is required to pay such taxes under State or local law or custom (and Tenant shall also pay to Landlord any amount necessary to yield to Landlord the entire Purchase Price and Additional Payments if as a matter of the law of the State or locality such tax cannot be paid directly by Tenant). If there be any liens or encumbrances against the related Leased Property which Landlord is obligated to remove, upon request made a reasonable time before the related Closing Date, Landlord shall provide at such Closing separate funds for the foregoing, payable to the holder of such lien or encumbrances.
               (vii) During the period of time between the casualty and the Closing Date for any Leased Property, this Lease shall stay in full force and effect with respect to such Leased Property, Tenant’s obligation to pay Basic Rent shall continue and Tenant shall otherwise remain fully liable hereunder.
     (d) In the event that during any Renewal Term, a total Taking as described in subparagraph (b) above shall occur or Tenant shall serve a Tenant’s Termination Notice upon Landlord pursuant to subparagraph (c) above with respect to any Leased Property, this Lease and the Term hereof shall terminate with respect to such Leased Property on the related Taking Termination Date or the date specified in such Termination Notice, as the case may be; and in such event Tenant shall have no obligation to commence or complete the Restoration with respect to such Leased Property and all of the awards and insurance proceeds payable in connection with the Taking or casualty, as the case may be (other than Tenant’s business interruption insurance proceeds), shall be paid to Landlord (or to Trustee if there are Lenders at such time).
     (e) (i) In the event of a Condemnation of any part of a Leased Property which does not result in a termination of this Lease with respect to such Leased Property, subject to the requirements of Paragraph 15, the Net Award of such Condemnation shall be retained by Landlord; and promptly after such Condemnation, Tenant shall commence and diligently continue to completion the Restoration of such Leased Property.
               (ii) Upon the payment to Landlord of the Net Award of a Taking which falls within the provisions of this Paragraph 13(e), Landlord and Lenders shall, to the extent received, make the Restoration Award available to Tenant for Restoration of the affected

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Leased Property, in accordance with the provisions of Paragraph 15, and promptly after completion of the Restoration, the balance of the Net Award shall be paid to Tenant and all Basic Rent and Additional Rent shall continue unabated and unreduced.
               (iii) In the event of a Requisition of a Leased Property, Landlord shall apply the Net Award of such Requisition, to the extent available, to the installments of Basic Rent or Additional Rent thereafter payable with respect to such Leased Property and Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Tenant on account of the Basic Rent and Additional Rent shall be retained by Landlord.
     (f) Except with respect to an award or payment to which Tenant is entitled pursuant to the provisions of Paragraphs 13(a), 13(b), 13(c) and 13(d), no agreement with any condemnor in settlement of or under threat of any Condemnation shall be made by either Landlord or Tenant (provided no Event of Default then exists and is continuing) without the written consent of the other, and of Lenders, if the affected Leased Property is then subject to a Mortgage, which consent, in each case, shall not be unreasonably withheld, conditioned or delayed.
     14. Insurance.
     (a) Tenant shall maintain at its sole cost and expense the following insurance on each Leased Property:
               (i) Insurance against loss of or damage to the Improvements, the Equipment, Tenant’s Trade Fixtures and other personal property located on or at such Leased Property under an ISO special form or broader coverage insurance policy, which shall include coverage against all risks of direct physical loss or damage (which shall include domestic and international terrorism insurance, flood insurance if such Leased Property is located within either a Special Flood Hazard Area or a Non-Special Flood Hazard Area as determined by FEMA flood zone ratings of A, A-1 — ▇-▇▇, ▇▇, ▇▇, ▇▇, ▇▇▇ or V, windstorm insurance if such Leased Property is located in an area where windstorm insurance is customarily maintained for similar commercial properties and earthquake insurance if such Leased Property is located in an area where earthquake insurance is customarily maintained for similar commercial properties). Such insurance shall also include (A) ordinance and law coverage (hazards A, B and C, with limits for A of not less than replacement cost and limits for B and C not less than $1,000,000 in the aggregate) and (B) a condition that permits the insured to elect to rebuild on another site, provided that such rebuilding does not increase the amount of loss or damage that would otherwise be payable to rebuild at the original site (it being understood that Tenant may not rebuild at another site without Landlord’s and Lender’s prior written approval, which approval may conditioned, among other things, on the fulfillment of certain conditions precedent). Such insurance shall be in amounts sufficient to prevent Landlord or Tenant from becoming a co-insurer under the applicable policies, and in any event in amounts not less than the actual replacement cost of the Improvements and Equipment related to such Leased Property (excluding footings and foundations and other parts of the Improvements which are not insurable). Such insurance policies may contain reasonable exclusions and deductible amounts, all in accordance with industry standards. Landlord hereby approves Tenant’s current deductible for property insurance of $100,000.

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               (ii) Commercial general liability insurance against claims for bodily injury, death or property damage occurring on, in or about such Leased Property, which insurance shall (A) be written on an “Occurrence Basis”, and shall provide minimum protection with a combined single limit in an amount not less than the greater of (x) $5,000,000 or (y) the aggregate amount of such insurance carried by prudent owners or operators of similar commercial properties, for bodily injury, death and property damage in any one occurrence and (B) include premises and operations liability coverage, products and completed operations liability coverage, and blanket contractual liability coverage. In addition, Tenant shall maintain auto liability insurance in an amount not less than $1,000,000. It is expressly acknowledged and agreed that Tenant may utilize an umbrella policy to satisfy the insurance requirements set forth in this subparagraph (ii).
               (iii) Workers’ compensation insurance covering all persons employed by Tenant on such Leased Property in connection with any work done on or about such Leased Property for which claims for death or bodily injury could be asserted against Landlord, Tenant or such Leased Property.
               (iv) Boiler and machinery coverage on a comprehensive form in an amount not less than the actual replacement cost of the Improvements and Equipment related to such Leased Property (excluding footings and foundations and other parts of the Improvements which are not insurable).
               (v) Business interruption insurance (A) covering all risks required to be covered by the insurance provided for in subparagraph (i) above for a period commencing at the time of loss for such length of time as it takes to repair or replace with the exercise of due diligence, (B) containing an indemnity coverage extension which provides that after the physical loss to such Leased Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss or the expiration of twelve months, whichever occurs first, and (C) in an amount not less than $15,000,000.
               (vi) Such additional and/or other insurance with respect to the Improvements located on such Leased Property and in such amounts as at the time is customarily carried by prudent owners or tenants with respect to improvements similar in character, location, use and occupancy to the Improvements located on such Leased Property.
     (b) The insurance required by Paragraph 14(a) shall be written by companies having a claims paying ability rating by Standard & Poor’s of not less than A- and an A.M. Best Insurance Reports rating of not less than “A-” and a financial size category of “VIII”, and all such companies shall be authorized to do an insurance business in the State, or otherwise agreed to by Landlord and Lenders. The foregoing notwithstanding, to the extent permitted by law, Tenant shall be permitted to self insure for the insurance required under Paragraph 14(a)(iii). The insurance policies (i) shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof, and (ii) shall (except for the worker’s compensation insurance referred to in Paragraph 14(a)(iii)) name Landlord, Tenant, the Trustee and each Lender as additional insured parties, as their respective interests may appear. If said insurance or any part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer,

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Tenant shall obtain new or additional insurance reasonably satisfactory to Landlord and Lenders prior to the expiration of such existing policy or policies or as promptly as practicable after such existing policies becoming void or unsafe, as the case may be.
     (c) Each insurance policy referred to in clauses (i), (iv) and (v) of Paragraph 14(a), shall contain standard non-contributory mortgagee clauses in favor of each Lender and the Trustee (as agent for the Lenders). Each policy shall provide that it may not be canceled except after thirty (30) days’ prior notice to Landlord and each Lender. Each policy shall also provide that any losses otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord, Tenant or any other Person which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, or (ii) the occupation or use of the affected Leased Property for purposes more hazardous than permitted by the provisions of such policy. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant mutually waive their respective rights of recovery against each other and each other’s officers, directors, constituent partners, members, agents and employees, and Tenant further waives such rights against each Lender, to the extent any loss is insured against or required to be insured against under this Lease, including, but not limited to, losses, deductibles or self-insured retentions covered by Landlord’s or Tenant’s commercial property, general liability, automobile liability or workers’ compensation policies described above. The foregoing sentence is intended to waive, fully and for the benefit of each party to this Lease, any and all rights and claims that might give rise to a right of subrogation by any insurance carrier. Each party shall cause its respective insurance policies to be endorsed to evidence compliance with such waiver. Nothing set forth in this paragraph shall abrogate any of Landlord’s or any Lender’s right to pursue any claim against Tenant for damages resulting from Tenant’s failure to maintain the insurance required under this Lease.
     (d) Tenant shall pay as they become due all premiums for the insurance required by this Paragraph 14 and shall renew or replace each policy prior to the Insurance Expiration Date of each policy. Tenant shall deliver to Landlord and Lenders a certificate or other evidence (on an ▇▇▇▇▇ 28 form, in the case of property insurance, and otherwise reasonably satisfactory to Lenders and Landlord) of the existing policy and such renewal or replacement policy at least thirty (30) days prior to the Insurance Expiration Date of each policy. Each such policy shall provide that it shall not expire or be cancelled until the Landlord and each Lender listed as additional insured or loss payee shall receive a notice from the insurer to the effect that such policy will expire on, or be cancelled prior to, the Insurance Expiration Date, as set forth in such notice, which shall be thirty (30) days following the date of the receipt by Landlord and such Lender of such notice. In the event of Tenant’s failure to comply with any of the foregoing requirements of this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall be entitled to procure such insurance. Any reasonable sums expended by Landlord in procuring such insurance shall be Additional Rent and shall be repaid by Tenant, together with interest thereon at the Default Rate, from the time of payment by Landlord until fully paid by Tenant within five (5) Business Days after Tenant’s receipt of written demand therefor by Landlord.
     (e) Anything in this Paragraph 14 to the contrary notwithstanding, any insurance which Tenant is required to obtain pursuant to Paragraph 14(a) may be carried under a “blanket” policy or policies covering other properties or liabilities of Tenant, provided that such “blanket” policy or policies otherwise comply with the provisions of this Paragraph 14. In the event any

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such insurance is carried under a blanket policy, Tenant shall deliver to Landlord and Lenders evidence of the issuance and effectiveness of the policy, the amount and character of the coverage with respect to each Leased Property and the presence in the policy of provisions of the character required in the above sections of this Paragraph 14.
     (f) In the event of any property loss exceeding the Threshold Amount for any Leased Property or $500,000 in the aggregate for all Leased Properties in any calendar year, Tenant shall give Landlord and Lenders immediate notice thereof. Tenant shall adjust, collect and compromise any and all claims, with the consent of Lenders and Landlord, not to be unreasonably withheld, conditioned or delayed and Landlord and Lenders shall have the right to join with Tenant therein (except with respect to any property loss of the Threshold Amount for the affected Leased Property or less, in which case no consent of the Lenders or Landlord shall be required). If the estimated cost of Restoration or repair with respect to any Leased Property shall be the Threshold Amount or less, all proceeds of any insurance required under clauses (i), (iv) and (v) of Paragraph 14(a) shall be payable to Tenant. Each insurer is hereby authorized and directed to make payment under the property insurance policies (i) for all property losses with respect to any Leased Property of the Threshold Amount or less, directly to Tenant and (ii) for all other property losses, directly to the Trustee instead of to Landlord and Tenant jointly; and Tenant and Landlord each hereby appoints such Trustee as its attorney-in-fact to endorse any draft therefor for the purposes set forth in this (or to Landlord if there are no Lenders at such time). Except as expressly set forth below, in the event of any casualty (whether or not insured against) resulting in damage to a Leased Property or any part thereof, the Term shall nevertheless continue and there shall be no abatement or reduction of Basic Rent or Additional Rent. Promptly after any casualty, but subject to the provisions of Paragraph 13(c), Tenant, as required in Paragraphs 11(a) and 12, shall commence and diligently continue to perform the Restoration to the affected Leased Property. The Net Proceeds of all insurance payments for property losses exceeding the Threshold Amount with respect to any Leased Property shall be retained by the Trustee (or Landlord if there are no Lenders at such time). Upon payment to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for restoration, in accordance with the provisions of Paragraph 15. Subject to Paragraph 13(c), Tenant shall, whether or not the Net Proceeds are sufficient for the purpose, promptly repair or replace the Improvements and Equipment in accordance with the provisions of Paragraph 11(a) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Paragraph 15. In the event that any damage or destruction shall occur at such time as Tenant shall not have maintained third-party insurance in accordance with Paragraph 14(a)(i), (iv) and (v), Tenant shall pay to the Trustee Tenant’s Insurance Payment. Notwithstanding anything herein to the contrary, all proceeds of any business interruption insurance maintained by Tenant shall be payable directly to Tenant.
     15. Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions:
     (a) If the cost of Restoration with respect to any Leased Property will exceed the Threshold Amount therefor, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is

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substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable.
     (b) At the time of any disbursement, no continuing Event of Default shall exist and no mechanics’ or materialmen’s liens shall have been filed and remain undischarged or unbonded (provided, however, that no release or bond shall be required in the event that the title company shall have committed to insure over such lien).
     (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (i) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) partial releases of liens, and (iii) other reasonable 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 or delivered to the site and free and clear of mechanics’ lien claims.
     (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested, stating the cost incurred in connection therewith, stating that no Event of Default exists and that no mechanics’ or materialmen’s liens shall have been filed and remain undischarged or unbonded, and stating that Tenant has not previously received payment for such work or expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Landlord agrees to promptly give if Tenant has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.
     (e) The Trustee shall retain ten percent (10%) of the Restoration Fund until the Restoration is at least fifty percent (50%) complete, and thereafter five percent (5%) until the Restoration is substantially complete.
     (f) The Restoration Fund shall be held by the Trustee and shall be invested in Permitted Investments, as directed by Landlord. All interest shall become a part of the Restoration Fund.
     (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Tenant, at its option, shall be not less than the estimated cost of completing the Restoration, free and clear of all Liens. However, notwithstanding anything to the contrary contained in this Lease, at no time shall Tenant be required to pay any amounts into the Restoration Fund, including, without limitation, any deductibles under any insurance policies so long as the Restoration Fund remains In Balance. The Restoration Fund shall be deemed to be “In Balance” only at such time, and from time to time, that the remaining amount of the Restoration Fund equals or exceeds the cost of completing the Restoration, free and clear of Liens (as reasonably estimated by Tenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request

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therefor). In lieu of making any payments into the Restoration Fund, Tenant may contribute funds directly toward the cost of the Restoration in order to bring the Restoration Fund In Balance.
     (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by Tenant, exceeds the amount of the Net Proceeds, the Restoration Award and Tenant Insurance Payment available for such Restoration, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the Restoration Fund is In Balance. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration shall be paid to Tenant.
     16. Subordination to Financing.
     (a) (i) Subject to the provisions of Paragraph 16(a)(ii), Tenant agrees that this Lease shall at all times be subject and subordinate to the lien of any Mortgage, and Tenant agrees, upon demand, without cost, to execute instruments as may be required to further effectuate or confirm such subordination.
               (ii) Except as expressly provided in this Lease by reason of the occurrence of an Event of Default, and as a condition to the subordination described in Paragraph 16(a)(i) above, Tenant’s tenancy and Tenant’s rights under this Lease shall not be disturbed, terminated or otherwise adversely affected, nor shall this Lease be affected, by the existence of, or any default under, the Loan Agreement, any Note or any Mortgage, and in the event of a foreclosure or other enforcement of any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale shall be bound to Tenant for the Term of this Lease and any Renewal Term, the rights of Tenant under this Lease shall expressly survive, and this Lease shall in all respects continue in full force and effect so long as no Event of Default has occurred and is continuing. Tenant shall not be named as a party defendant in any such foreclosure suit, except as may be required by law. Any Mortgage to which this Lease is now or hereafter subordinate shall provide, in effect, that during the time this Lease is in force and no Event of Default has occurred and is then continuing hereunder, insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease.
     (b) Notwithstanding the provisions of Paragraph 16(a), the holder of any Mortgage to which this Lease is subject and subordinate shall have the right, at its sole option, at any time, to subordinate and subject the Mortgage, in whole or in part, to this Lease by recording a unilateral declaration to such effect, provided that such holder shall have agreed that during the time this Lease is in force and no Event of Default shall have occurred and be continuing, any insurance proceeds and any condemnation award shall be disbursed pursuant to the provisions of this Lease.
     (c) At any time prior to the expiration of the Term, Tenant agrees, at the election and upon demand of any owner of any Leased Property, or of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph 16(a) above, to attorn with respect to such Leased Property from time to time, to any such owner or Lender, upon the terms and conditions of this Lease, for the remainder of the Term. The provisions of this Paragraph 16(c) shall inure to the

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benefit of any such owner or Lender, shall apply notwithstanding that, as a matter of law, this Lease may terminate with respect to any Leased Property upon the foreclosure of a Mortgage on such Leased Property, and shall be self-operative upon any such demand (and no further instrument shall be required to give effect to such provisions).
     (d) Each of Tenant and Landlord agrees that, if requested by the other or by any Lender, each shall (and Landlord shall cause each Lender), without charge, enter into a Subordination, Non-Disturbance and Attornment Agreement with respect to one or more Leased Properties, in the form reasonably requested by a Lender and reasonably acceptable to Tenant, provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of Paragraph 16(a) and Tenant hereby agrees for the benefit of each Lender, that Tenant will not, (i) without in each case the prior written consent of such Lender, which shall not be unreasonably withheld, conditioned or delayed, amend or modify this Lease in any material respect (provided, however, such Lender, in such Lender’s sole discretion may withhold or condition its consent to any amendment or modification which would or could (A) alter in any way the amount or time for payment of any Basic Rent or Additional Rent, (B) alter in any way the absolute and unconditional nature of Tenant’s obligations hereunder or materially diminish any such obligations, (C) result in any termination hereof prior to the end of the Initial Term, or (D) otherwise, in such Lender’s reasonable judgment, affect the rights or obligations of Landlord or Tenant hereunder in a manner adverse to such Lender), or enter into any agreement with Landlord so to do, (ii) without the prior written consent of such Lender which may be withheld in such Lender’s sole discretion, cancel or surrender or seek to cancel or surrender the Term hereof, or enter into any agreement with Landlord to do so (the parties agreeing that the foregoing shall not be construed to affect the rights or obligations of Tenant, Landlord or Lenders with respect to any termination permitted under the express terms hereof following certain events of condemnation or casualty as provided in Paragraph 13), or (c) pay any installment of Basic Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.
     17. Assignment, Subleasing.
     (a) With the exception of a tenant that would render any Leased Property or a portion thereof a “tax-exempt use property” within the meaning of Section 168(h) of the Code, Tenant may assign its interest in this Lease and may sublet or grant licenses to any Leased Property in whole or in part, from time to time, without the consent of Landlord, provided that, in the case of an assignment, Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of any Leased Property, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term “assignment” and “assign” shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default.
     (b) Each sublease or license of a Leased Property or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall

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terminate on or before the Expiration Date. 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, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or substantially all, of Tenant’s assets, Tenant shall be relieved of all of its obligations under this Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of a Leased Property, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord’s request therefor.
     (c) Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any Leased Property, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay to Tenant all amounts it received pursuant to such assignment that have not been applied to the obligations of Tenant hereunder.
     18. Permitted Contests.
     (a) So long as no Event of Default has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (i) pay any Imposition, (ii) comply with any Legal Requirement, (iii) discharge or remove any lien referred to in Paragraph 9 or 12, or (iv) take any action with respect to any violation referred to in Paragraph 11(b) so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or the 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 (A) the collection of, or other realization upon, the Imposition or lien so contested, (B) the sale, forfeiture or loss of any Leased Property, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (C) any interference with the use or occupancy of any Leased Property, (D) any interference with the payment of any Basic Rent or any Additional Rent, and (E) the cancellation of any fire or other insurance policy. So long as no Event of Default has occurred and is

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continuing, Tenant shall control any such contest proceeding and Landlord shall reasonably cooperate with Tenant (including, without limitation, executing any documents reasonably required to be signed by Landlord in such contest proceeding, so long as such documents will not subject Landlord to any liability that is not indemnified against by Tenant hereunder and do not admit any liability on Landlord’s part) in connection with such contest, all at Tenant’s expense. So long as no Event of Default has occurred and is continuing, Landlord shall not settle any such contest without the prior written consent of Tenant, which consent shall not be unreasonably withheld.
     (b) In no event shall Tenant pursue any contest with respect to any Imposition, Legal Requirement, lien, or violation, referred to above in such manner that exposes Landlord or any Lender to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord or (iii) defeasance of its interest (including the subordination of the lien of any Mortgage to a lien to which such Mortgage is not otherwise subordinate prior to such contest) in any Leased Property.
     (c) Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save each Lender and Landlord harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully 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, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof.
     19. Conditional Limitations; Default Provisions.
     (a) If any Event of Default shall have occurred, Landlord shall have the right at its option, then or at any time thereafter (so long as Landlord commences one or more of the remedies set forth below at a time when an Event of Default is continuing), to do any one or more of the following without demand upon or notice to Tenant:
               (i) Landlord may give Tenant notice of Landlord’s intention to terminate this Lease on a date specified in such notice (which date shall be no sooner than thirty (30) days after the date of the notice). Upon the date therein specified the Term and the estate hereby granted and all rights of Tenant hereunder shall expire and terminate as if such date were the date hereinabove fixed for the expiration of the Term, but Tenant shall remain liable for all its obligations hereunder through the date hereinabove fixed for the expiration of the Term, including its liability for Basic Rent and Additional Rent as hereinafter provided.
               (ii) Landlord may, whether or not the Term of this Lease shall have been terminated pursuant to clause (i) above give Tenant notice to surrender any or all of the Leased Properties to Landlord on a date specified in such notice (which date shall be no sooner than thirty (30) days after the date of the notice), at which time Tenant shall surrender and deliver possession of such Leased Property or Leased Properties to Landlord. Upon or at any time after taking possession of a Leased Property, Landlord may remove any persons or property

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therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. No such entry or repossession shall be construed as an election by Landlord to terminate this Lease unless Landlord gives a written notice of such intention to Tenant pursuant to clause (i) above.
               (iii) After repossession of any Leased Property pursuant to clause (ii) above, whether or not this Lease shall have been terminated pursuant to clause (i) above, Landlord may relet such Leased Property or any part thereof to such tenant or tenants for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) for such rent, on such conditions (which may include concessions or free rent) and for such uses as Landlord, in its discretion, may determine; and Landlord shall collect and receive any rents payable by reason of such reletting. The rents received on such reletting shall be applied (A) first to the reasonable and actual expenses of such reletting and collection, including without limitation necessary renovation and alterations of such Leased Property, reasonable and actual attorneys’ fees and any reasonable and actual real estate commissions paid, and (B) thereafter toward payment of all sums due or to become due Landlord hereunder. If a sufficient amount to pay such expenses and sums shall not be realized or secured, then Tenant shall pay Landlord any such deficiency monthly, and Landlord may bring an action therefor as such monthly deficiency shall arise. Landlord shall not, in any event, be required to pay Tenant any sums received by Landlord on a reletting of any Leased Property in excess of the rent provided in this Lease, but such excess shall reduce any accrued present or future obligations of Tenant hereunder. Landlord’s re-entry and reletting of any Leased Property without termination of this Lease shall not preclude Landlord from subsequently terminating this Lease as set forth above. Landlord may make such Alterations as Landlord in its reasonable discretion may deem advisable. Tenant agrees to pay Landlord, as Additional Rent, immediately upon demand, all reasonable expenses incurred by Landlord in obtaining possession, in performing Alterations and in reletting any Leased Property, including fees and commissions of attorneys, architects, agents and brokers.
               (iv) If Tenant shall fail to make payment of any installment of Basic Rent or any Additional Rent after the date when each such payment is due, Tenant shall pay to Landlord, as Additional Rent, interest on the unpaid amount of Basic Rent or Additional Rent, at the Default Rate, such interest to accrue from the date such item of unpaid Basic Rent or Additional Rent was due until the date paid.
               (v) Landlord may exercise any other right or remedy now or hereafter existing by law or in equity.
     (b) In the event of any expiration or termination of this Lease or repossession of any Leased Property by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord Basic Rent and all Additional Rent required to be paid by Tenant to and including the date of such expiration, termination or repossession and, thereafter, Tenant shall, until the end of what would have been the Term in the absence of such expiration, termination or repossession, and whether or not any Leased Property shall have been relet, be liable to Landlord for and shall pay to Landlord as liquidated and agreed current damages: (i) Basic Rent and Additional Rent which would be payable under this Lease by Tenant in the absence of such expiration, termination or repossession, less (ii) the net proceeds, if any, of any reletting pursuant to

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Paragraph 19(a)(iii), after deducting from such proceeds all of Landlord’s reasonable expenses in connection with such reletting (including all reasonable repossession costs, brokerage commissions, legal expenses, attorneys’ fees, employees’ expenses, costs of Alteration and expenses of preparation for reletting). Tenant hereby agrees to 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 limitation had there been no such Event of Default.
     (c) At any time after such expiration or sooner termination of this Lease pursuant to Paragraph 19 or pursuant to law or if Landlord shall have reentered any Leased Property, as the case may be, whether or not Landlord shall have recovered any amounts under Paragraph 19(a)(iii) or 19(b), Landlord shall be entitled to recover from Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages for Tenant’s default, an amount equal to the Basic Rent and all Additional Rent reserved hereunder for the unexpired portion of the Term demised herein as if this Lease had not expired or been terminated, discounted to present worth at the annual rate of six percent (6%), minus any such monthly deficiencies previously recovered from Tenant under Paragraph 19(a)(iii). If any statute or rule of law governing a proceeding in which such liquidated final damages provided for in this Paragraph 19(c) are to be proved shall validly limit the amount thereof to an amount less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such statute or rule of law.
     20. Additional Rights of Landlord and Tenant.
     (a) No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other right or remedy; and each and every right and remedy shall be cumulative and in addition to any other right or remedy contained in this Lease. No delay or failure by Landlord to enforce its rights under this Lease shall be construed as a waiver, modification or relinquishment thereof. In addition to the other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation or attempted or threatened violation of any of the provisions of this Lease, or to specific performance of any of the provisions of this Lease.
     (b) Tenant hereby waives and surrenders for itself and all those claiming under it, including creditors of all kinds, any right and privilege which it or any of them may have under any present or future law to redeem any Leased Property 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.
     (c) Landlord hereby waives any right to distrain or levy upon any property of Tenant and any Landlord’s lien or similar lien upon any property of Tenant regardless of whether such lien is created or otherwise. Landlord agrees at the request of Tenant and at Tenant’s expense, to execute a waiver of any Landlord’s or similar lien for the benefit of any present or future holder of a security interest in or landlord or lessor of any personal property of Tenant.

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     (d) In the event that any action is filed in relation to this Lease, the unsuccessful party in such action shall pay to the successful party, in addition to all sums that either party may be required to pay as a result of such action, the successful party’s reasonable attorneys’ fees. Any amount payable by Tenant to Landlord pursuant to this Paragraph 20(d) shall be due and payable by Tenant to Landlord as Additional Rent.
     (e) Landlord and Tenant also hereby waive and release any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for any consequential loss or damage, including any loss or damage to the other party’s business. The waivers set forth in this paragraph will be in addition to, and not in substitution for, any other waivers, indemnities, or exclusions of liabilities set forth in this Lease.
     21. Notices. All Notices shall be in writing and shall be deemed to have been given for all purposes (i) three (3) days after having been sent by United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at its address as stated below, or (ii) one (1) day after having been sent for overnight delivery by Federal Express, United Parcel Service or other nationally recognized air courier service.
     To the Addresses stated below:
If to Landlord:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #▇, LLC
c/o SunTrust Equity Funding, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 24th Floor
MC 3951
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
If to Tenant:
Old National Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Office of General Counsel
Telephone: (▇▇▇) ▇▇▇ ▇▇▇▇
Fax: (▇▇▇) ▇▇▇ ▇▇▇▇
E-mail: ▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
With a copy to:

▇▇

 

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Shoulders, LLP
▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
If to Trustee:
▇▇▇▇▇ Fargo Bank Northwest, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Services
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
If any Lender shall have advised Tenant by Notice in the manner aforesaid that it is the holder of a Mortgage and states in said Notice its address for the receipt of Notices, then simultaneously with the giving of any Notice by Tenant to Landlord, Tenant shall send a copy of such Notice to Lender in the manner aforesaid. For the purposes of this Paragraph 21, any party may substitute its address by giving fifteen days’ notice to the other party in the manner provided above. Any Notice may be given on behalf of any party by its counsel.
     22. Estoppel Certificates Landlord and Tenant shall at any time and from time to time, upon not less than ten (10) days’ prior written request by the other, execute, acknowledge and deliver to the other a statement in writing, certifying (i) that this Lease is unmodified and in full effect (or, if there have been modifications, that this Lease is in full effect as modified, setting forth such modifications), (ii) the dates to which Basic Rent payable hereunder has been paid, (iii) that to the knowledge of the signer of such certificate no default by either Landlord or Tenant exists hereunder or specifying each such default of which the signer may have knowledge, (iv) the remaining Term hereof, (v) with respect to a certificate signed on behalf of Tenant, that to the knowledge of the signer of such certificate, there are no proceedings pending or 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 or if any such proceedings are pending or threatened to said signer’s knowledge, specifying and describing the same, and (vi) such other matters as may reasonably be requested by the party requesting the certificate. It is intended that any such statements may be relied upon by Lenders, the recipient of such statements or their assignees or by any prospective purchaser, assignee or subtenant of any Leased Property or of the membership interests in Landlord.

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     23. Surrender and Holding Over.
     (a) Upon the expiration or earlier termination of this Lease with respect to any Leased Property, Tenant shall peaceably leave and surrender such Leased Property to Landlord. Tenant shall remove from each Leased Property on or prior to such expiration or earlier termination all Trade Fixtures and personal property which is owned by Tenant or third parties other than Landlord, and Tenant at its expense shall, on or prior to such expiration or earlier termination, repair any damage caused by such removal. All Trade Fixtures and personal property not so removed at the end of the Term or within thirty days after the earlier termination of the Term with respect to any Leased Property for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from such Leased Property. The cost of removing and disposing of such property and repairing any damage to any Leased Property caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any property which becomes the property of Landlord as a result of such expiration or earlier termination.
     (b) Any holding over by Tenant of any Leased Property after the expiration or earlier termination of the term of this Lease or any extensions thereof, with the consent of Landlord, shall operate and be construed as tenancy from month to month only, at one hundred ten percent (110%) of the Basic Rent reserved herein for such Leased Property and upon the same terms and conditions as contained in this Lease. Notwithstanding the foregoing, any holding over without Landlord’s consent shall entitle Landlord, in addition to collecting Basic Rent at a rate of one hundred ten percent (110%) thereof, to exercise all rights and remedies provided by law or in equity, including the remedies of Paragraph 19(b).
     24. No Merger of Title There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in or ownership of any Leased Property by reason of the fact that the same person, corporation, firm or other entity may acquire or hold or own, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate and (b) the fee estate or ownership of any Leased Property or any interest in such fee estate or ownership. No such merger shall occur unless and until all persons, corporations, firms and other entities having any interest in (i) this Lease or the leasehold estate created by this Lease and (ii) the fee estate in or ownership of any Leased Property or any part thereof sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.
     25. Definition of Landlord.
     (a) 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 Landlord’s interest in the Leased Properties and shall not be enforced against the Landlord individually or personally, or against any member or other Affiliate of Landlord.
     (b) The term “Landlord” as used in this Lease so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners of the Leased Properties or holder of the Mortgages in possession at the time in question of the affected Leased Property and in the event of any transfer or transfers of the title of any Leased Property, the Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall be automatically freed and relieved from and after the date

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of such transfer and conveyance of all personal liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed with respect to such Leased Property
     26. Hazardous Substances.
     (a) Tenant agrees that it will not on, about, or under any Leased Property, release, treat or dispose of any Hazardous Materials; but the foregoing shall not prevent the use, storage or existence of any Hazardous Materials in the ordinary course of Tenant’s business in accordance with applicable laws and regulations. Tenant covenants that it will at all times comply, and will cause each Leased Property to be in compliance with, in all material respects with each applicable Environmental Law. If asbestos or asbestos-containing materials are present in or at any Leased Property (“Asbestos”), Tenant shall: (i) prepare, maintain and timely comply with an asbestos operations and maintenance plan (an “O&M Plan”) and shall provide a copy of the O&M Plan to Landlord and, upon request of Landlord or Lender, promptly provide periodic updates as to the progress and satisfaction of such O&M Plan, (ii) prevent any Asbestos from becoming friable and if any Asbestos does become friable, Tenant shall ▇▇▇▇▇ said Asbestos and dispose of it at a properly licensed landfill in accordance with law as soon as practicable following the discovery thereof, (iii) comply with all Environmental Laws related to Asbestos and (iv) if the O&M Plan requires any remediation, provide Landlord and Lender with written notice when such remediation is completed and expert certification that such remediation has been completed satisfactorily and in accordance with the O&M Plan.
     (b) To the extent required by Environmental Laws, Tenant shall respond to any release of, and shall remove any Hazardous Materials, whether existing prior to, or occurring during, the Term on any Leased Property and whether or not arising out of or in any manner connected with Tenant’s occupancy of such Leased Property during the Term. In addition to, and without limiting Paragraph 10, of this Lease, Tenant shall and hereby does agree to defend, indemnify and hold each Lender, the Trustee and Landlord, their respective successors and assigns, officers, directors, shareholders, partners, members, affiliates, beneficiaries and employees, harmless from and against any and all causes of actions, suits, demands or judgments of any nature whatsoever, losses, damages, penalties, expenses, fees, claims, costs (including response and remedial costs), and liabilities, including, but not limited to, reasonable attorneys’ fees and costs of litigation, arising out of or in any manner connected with (i) the violation of any Environmental Law with respect to any Leased Property or any prior ownership of any Leased Property; (ii) the Release or threatened Release of or failure to remove or otherwise remediate, as required by this Paragraph 26, Hazardous Materials from, on or to any Leased Property or any portion or portions thereof, including any past or current Release and any Release or threatened release during the Initial Term or any Renewal Term, whether or not arising out of or in any manner connected with Tenant’s occupancy of any Leased Property during the Initial Term or any extension or Renewal Term.
     (c) The Tenant agrees that it will not install any underground or above-ground storage tank at any Leased Property without specific, prior written approval from the Landlord. The Tenant agrees that it will not store combustible or flammable materials on any Leased Property except in compliance with all applicable Environmental Laws.

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     27. Entry by Landlord Landlord and its authorized representatives shall have the right upon reasonable notice (which shall be not less than two (2) Business Days except if a shorter notice or no notice is appropriate in light of the circumstances if there is an emergency) to enter each Leased Property at all reasonable business hours (and at all other times in the event of an emergency), accompanied by a representative of Tenant if Tenant so requests: (a) for the purpose of inspecting the same or for the purpose of doing any work under Paragraph 11(c), and may take all such action thereon as may be necessary or appropriate for any such purpose (but nothing contained in this Lease or otherwise shall create or imply any duty upon the part of Landlord to make any such inspection or do any such work), and (b) for the purpose of showing such Leased Property to prospective purchasers and mortgagees and, at any time within six (6) months prior to the expiration of the Term of this Lease, for the purpose of showing the same to prospective tenants. No such entry shall constitute an eviction of Tenant, but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation.
     The foregoing notwithstanding, Landlord, by execution of this Lease, agrees and acknowledges that Tenant’s primary business is the conduct of affairs and business of a financial institution and confidentiality and privacy is statutorily mandated upon certain information and records that may be located within a Leased Property from time to time. Accordingly, in connection with any entry into a Leased Property pursuant to this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ covenants and agrees with Tenant to undertake commercially reasonable efforts to maintain and preserve the privacy and confidentiality of such information and records. Landlord’ failure to discharge and abide by this covenant and undertaking shall constitute a breach of this Lease, entitling Tenant to pursue an action for damages against Landlord, it being understood that in no event shall Tenant be entitled to terminate this Lease or effect any offsets against any Rent payable hereunder.
     28. No Usury The intention of the parties being to conform strictly to the applicable usury laws, whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the legal rate permitted to be charged, such rate herein provided to be paid shall be deemed reduced to such legal rate.
     29. Financial Statements Tenant shall submit to Landlord and Lenders, either in print or in electronic form, the following financial statements, all of which must be prepared in accordance with generally accepted accounting principles consistently applied: (i) quarterly financial statements for Tenant, within forty-five (45) days after the end of each fiscal quarter of Tenant during the Term, and (ii) annual financial statements for Tenant, audited by an independent certified public accountant, within ninety (90) days after the end of each fiscal year of Tenant during the Term. For as long as Tenant shall be a publicly listed company and is required to file quarterly and annual statements with the SEC, then Tenant shall submit to Landlord and Lenders (in satisfaction of the requirements set forth in the preceding sentence), within ten (10) days of being filed with the SEC, copies of Tenant’s forms 10Q and 10K (it being understood that so long as such forms have been filed with ▇▇▇▇▇, Tenant shall be deemed to have satisfied all of the requirements set forth in the foregoing sentences). In addition, at the times set forth for delivery of financial statements set forth in the first sentence of this Paragraph 29, Tenant shall deliver to Landlord and Lenders an officer’s certificate executed by a responsible officer to the effect that no Event of Default exists as of such date.

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     30. Special Tax Indemnity.
     (a) Tenant hereby represents, warrants and covenants to Landlord as follows: (i) during the Term, Tenant will not construct or install any component, improvement, alteration, or addition on any Leased Property, without prior written consent from Landlord, if such construction or installation would cause such Leased Property, or any part thereof, to be “limited use property,” as such term is used in Section 5 of Revenue Procedure 2001-28, (ii) Tenant is not a “tax-exempt entity” within the meaning of Section 168(h)(2) of the Code and will not take any action that would cause any Leased Property, or any part thereof, to constitute “tax-exempt use property” within the meaning of Section 168(h) of the Code; (iii) neither Tenant nor any Affiliate will claim the Depreciation Deductions or otherwise take the position that it is the owner of any Leased Property, or any part thereof, for federal income tax purposes; (iv) as of the Commencement Date, no Leased Property will require any improvement, modification or addition in order to be rendered complete for its intended use by Tenant; and (v) to the best of Tenant’s knowledge, all written information of a factual nature with respect to any Leased Property that was provided to Landlord or an appraiser engaged by Landlord to appraise such Leased Property by or on behalf of Tenant or any Affiliate of Tenant was true and accurate in all material respects as of the date provided to Landlord or such appraiser. Notwithstanding the provisions of clause (iii) above, Tenant may take the position that it is the owner of a Leased Property for federal income tax purposes if Tenant provides to Landlord an opinion of independent tax counsel that such treatment is required by law, and Landlord consents to such treatment, which consent shall not be unreasonably withheld, conditioned or delayed or to the extent required as a result of the Internal Revenue Service making a claim or adjustment against Tenant in connection with such tax reporting, and tax counsel (or Tenant’s outside accounting firm) has concluded that such Internal Revenue Service claim or adjustment has a reasonable basis.
     (b) If as a result of an Event of Default, or the misrepresentation of or breach by Tenant of any of the warranties, representations and covenants set forth in clause (a) of this Paragraph 30, the Depreciation Deductions are lost, disallowed, eliminated, reduced, recaptured, compromised, delayed or otherwise made unavailable to Landlord in computing its liability for federal income tax (a “Deduction Loss”), or, if as a result of the occurrence of an Event of Default, Landlord is required to include in its income from this Lease amounts other than Anticipated Lease Income (an “Inclusion”, any Inclusion or Deduction Loss referred to as a “Loss”), subject to clause (c) of this Paragraph 30, Tenant shall make the Tax Indemnity Payment to Landlord in accordance with this Paragraph 30. The “Tax Indemnity Payment” shall be the amount that is required to be paid to Landlord in order to insure that Landlord’s after-tax net return from this Lease (the “Net Return”) will be equal to, but no greater than, the Net Return Lessor expected to receive as of the Commencement Date (the “Expected Net Return”). The amount of the Tax Indemnity Payment shall be computed using the same methodology and assumptions used in computing the Expected Net Return, including without limitation, that the Depreciation Deductions are Landlord’s only tax deductions with respect to this Lease, that Landlord is able to fully utilize the Depreciation Deductions and, in the case of Inclusions, is fully taxable on its net income at the maximum federal income tax rate then in effect for corporations. If Tenant requests that the amount of the Tax Indemnity Payment be verified, Tenant and Landlord shall appoint a mutually acceptable unrelated recognized lease broker or lease advisor (such acceptance not to be unreasonably withheld) to confirm the calculations of

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the Tax Indemnity Payment. Landlord shall provide such broker or advisor with the methodology and assumptions used in computing the Expected Net Return, as well as all other information utilized by Landlord in computing the Tax Indemnity Payment, provided that such broker or advisor agrees to maintain the confidentiality of such information (including from Tenant) pursuant to a written agreement reasonably acceptable to Landlord. The conclusion of such broker or advisor shall be conclusive and binding on Landlord and Tenant with respect to the related Tax Indemnity Payment. If such broker or advisor concludes that Landlord’s calculation of the Tax Indemnity Payment is correct or is lower than the correct Tax Indemnity Payment, Tenant shall pay for the costs and expenses of such broker or advisor; if such broker or advisor concludes that Landlord’s calculation of the Tax Indemnity Payment is too high, Landlord shall pay the costs and expenses of such broker or advisor.
     (c) Tenant shall pay to Landlord the Tax Indemnity Payment within 30 days of receiving written notice from Landlord describing the Loss and the calculation of the Tax Indemnity Payment; provided, however that Tenant shall not be required to pay the Tax Indemnity Payment with respect to any Loss so long as such Loss is being contested pursuant to this Paragraph 30.
     (d) Landlord shall promptly notify Tenant in writing of any actual or proposed claim, adjustment or other action of any tax authority received by Landlord in writing with respect to which Tenant may be required to provide indemnification under this Paragraph 30 (“Proposed Adjustment”) (but failure of Landlord to so notify Tenant shall not relieve Tenant of its obligations hereunder except to the extent that Tenant’s contest rights hereunder are materially adversely affected). If Tenant shall request in writing within sixty (60) days after Landlord’s notice described above that the Proposed Adjustment be contested (or such shorter period specified in Landlord’s notice as the time period within which Landlord is required by the applicable Governmental Authority to take action), Landlord shall contest the Proposed Adjustment and will not settle any contest thereof without the consent of Tenant, which consent shall not be unreasonably withheld; provided, however, that: (i) prior to taking such action, Tenant shall have furnished Landlord with an opinion of independent tax advisor chosen by Tenant and reasonably acceptable to Landlord, to the effect that Landlord has a reasonable possibility of success in contesting the claim; (ii) prior to taking such action, Tenant shall have (A) acknowledged its obligation to indemnify Landlord hereunder in the event Landlord does not prevail in such contest and (B) agreed to reimburse Landlord promptly on demand (or, if so requested by Landlord, in advance) for all reasonable out-of-pocket costs and expenses that Landlord incurs in connection with contesting such claim, including without limitation reasonable attorneys’ and accountants’ fees and expenses; (iii) no Event of Default shall exist and be continuing; (iv) Landlord shall not be obligated to contest any proposed amount that is less than $100,000; and (v) Landlord shall in all events control the contest, and Tenant shall not have any right to inspect the books and records of Landlord, but shall have reasonable opportunity to review and comment on portions of documentation, protests, memoranda or briefs (which may be redacted portions) relating exclusively to a Proposed Adjustment.
     (e) In the event Landlord pays the tax claimed and then seeks a refund, Landlord may require Tenant to advance funds sufficient to pay the tax that would be indemnified by Tenant hereunder if the refund claim were resolved adversely to Landlord. To the extent the refund claim is successful, the refund received from the taxing authority and attributable to funds

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advanced by Tenant shall be refunded to Tenant, including any interest actually received and fairly attributable to amounts advanced by Tenant, unless the refund is needed to pay an indemnity. Notwithstanding anything to the contrary in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may at any time decline to take any further action with respect to a Proposed Adjustment or may settle any contest without the consent of Tenant; provided, however, that if Tenant has properly requested such action pursuant to this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall notify Tenant in writing that Landlord waives its right to any indemnity payment by Tenant (other than with respect to the expenses of the contest incurred prior to such notice) that Tenant would otherwise be obligated to pay pursuant to this Paragraph 30 in respect of such adjustment, including any indemnities arising from such adjustment in subsequent years or that would arise by reason of the fact that the subject matter of such adjustment is of a continuing nature. In the case of any such waiver by Landlord of its rights to an indemnity payment from Tenant, Landlord shall return to Tenant any amounts previously paid by Tenant to Landlord for expenses or costs related to the contest (to the extent not yet expended) and, if applicable, any amounts paid by Tenant for taxes with respect to which Landlord has waived its right to an indemnity (plus interest on such tax payment at the rate then applicable under the Code to refunds of federal income taxes).
     (f) For purposes of this Paragraph 30, “Landlord” shall be deemed to include the consolidated Federal taxpayer group of which Landlord is a member.
     (g) If as a result of a Tax Loss for which Tenant has paid an indemnity hereunder, Landlord shall actually realize any federal, state or local income tax savings that it would not have realized but for such Tax Loss (or the event or circumstance giving rise thereto), which tax savings have not previously been taken into account in computing the amount of the Tax Indemnity Payment hereunder, then Landlord shall promptly pay to Tenant an amount equal to the sum of (A) the amount of such tax savings and (B) the amount of any additional federal, state and local income tax savings as a result of any payment made pursuant to this sentence; provided, however, Landlord shall not be required to make any such payment to the extent that the cumulative amount of such payments would exceed the amount of all Tax Indemnity Payment by Tenant to Landlord pursuant to Paragraph 30 with respect to such Tax Loss. If for any reason any tax benefit or savings taken into account in computing the amount of any Tax Indemnity Payment or any payment to the Tenant pursuant to this Paragraph 30, shall be lost or otherwise determined to be unavailable, such loss or unavailability shall be treated as a Loss for which Tenant is required to indemnify the Landlord under this Paragraph 30. Landlord shall act in good faith in filing its returns, dealing with tax authorities and pursuing tax benefits and savings that would, in each case, minimize Tenant’s indemnity obligations hereunder.
     (h) Notwithstanding anything herein to the contrary, the provisions of this Paragraph 30 shall survive the earlier termination of this Lease.
     31. Separability Each and every covenant and agreement contained in this Lease is, and shall be construed to be, a separate and independent covenant and agreement, and the breach of any such covenant or agreement by Landlord shall not discharge or relieve Tenant from its obligation to perform the same. If any term or provision of this Lease or the application thereof to any provision of this Lease or the application thereof to any person or circumstances shall to any extent be invalid and unenforceable, the remainder of this Lease, or the application of such term or provision to person or circumstances other than those as to which it is invalid or

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unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and shall be enforced to the extent permitted by law.
     32. Miscellaneous.
     (a) The paragraph 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 as the context requires and the following words and phrases shall have the following meanings: (i) “including” shall mean “including but not limited to”; (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”; and (iv) “obligation” shall mean “obligation, duty, agreement, liability, covenant or condition”.
     (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. Any act which Tenant is required to perform under this Lease shall be performed at Tenant’s sole cost and expense.
     (d) 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 and with the written consent of the Lenders.
     (e) The covenants of this Lease shall run with the Land and bind Tenant, the successors and assigns of Tenant and all present and subsequent encumbrances and subtenants of any of the Leased Property, and shall inure to the benefit of and bind Landlord, its successors and assigns.
     (f) This Lease may be simultaneously executed in several counterparts, each of which when so executed and delivered shall constitute an original, fully enforceable counterpart for all purposes.
     (g) With respect to each Leased Property, this Lease shall be governed by and construed according to the laws of the State in which such Leased Property is located.
     (h) This Lease (including the Lease Supplements) and the Lease Guaranty embody the entire agreement and understanding between Tenant and Landlord with respect to the transactions contemplated hereby and supersede all other agreements and understandings between Tenant and Landlord with respect to the subject matter thereof. This Lease (including the Lease Supplements) and the Lease Guaranty represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of Tenant and Landlord or any coursed of prior dealings. There are no unwritten oral agreements between the parties.
     (i) Tenant acknowledges and agrees that Landlord has agreed with the Lenders that Landlord will not consent to any matter hereunder that requires Landlord’s consent without

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obtaining the Lenders’ prior written consent thereto; Tenant agrees that Landlord shall not be deemed to have unreasonably withheld, conditioned or delayed its consent with respect to any matter if the Lenders do not provide their consent to such matter.

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          IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be executed under seal as of the day and year first above written.
             
    LANDLORD:    
 
            
    ONB CTL PORTFOLIO LANDLORD #2, LLC,
a Delaware limited liability company		    
 
            
 
  By:   SunTrust Equity Funding, LLC,    
 
      as Sole Member and Manager    
 
            
 
  By:   /s/ R. ▇▇▇▇ ▇▇▇▇▇▇▇
 
    
    Name: R. ▇▇▇▇ ▇▇▇▇▇▇▇    
    Title: Senior Vice President and Manager    
 
            
    TENANT:    
 
            
    OLD NATIONAL BANK,
   a national banking association		    
 
            
 
  By
Name: 		  /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
 
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 		   
 
  Title:   Senior Executive Vice President and Chief
Financial Officer		    
MASTER LEASE - CTL #2

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EXHIBIT A
FORM OF LEASE SUPPLEMENT
LEASE SUPPLEMENT NO.          
     THIS LEASE SUPPLEMENT NO.           (this “Lease Supplement”) dated as of September 19, 2007, by and between OLD NATIONAL BANK, a national banking association (“Tenant”), and ONB CTL PORTFOLIO LANDLORD #2, LLC, a Delaware limited liability company (the “Landlord”).
     WHEREAS Landlord is the owner of the Land described on Exhibit A hereto and wishes to lease the Land, together with any Improvements (as defined below) thereon (the “Subject Leased Property”) to Tenant;
     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
     SECTION 1. Definitions; Interpretation. For purposes of this Lease Supplement, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Master Lease Agreement, dated as of September 19, 2007 (as amended, further supplemented or otherwise modified from time to time, the “Lease”), between Tenant and Landlord.
     SECTION 2. The Subject Leased Property. Effective upon the execution and delivery of this Lease Supplement by Landlord and Tenant, the Subject Leased Property shall be subject to the terms and provisions of the Lease and Landlord hereby grants, conveys, transfers and assigns to Tenant, and Tenant hereby accepts, those interests, rights, titles, estates, powers and privileges provided for in the Lease with respect to the Subject Leased Property for the Term.
     SECTION 3. Certain Terms with Respect to Subject Leased Property. Landlord and Tenant hereby agree that the following shall apply with respect to the Subject Leased Property:
     (a) Basic Rent during Renewal Term. The Basic Rent for the Subject Leased Property for each Basic Rent Payment Date during (i) the first Renewal Term shall be 110% of the Basic Rent that was payable for such Subject Leased Property as described in clause (i) of the first sentence of Exhibit B to the Lease [and (ii) for each subsequent Renewal Term shall be 110% of the Basic Rent for such Subject Leased Property for the immediately preceding Renewal Term][for the                      Renewal Term shall be one-twelfth of the annual Fair Market Rent for such Subject Leased Property].
[“Fair Market Rent” for the Subject Leased Property means for any Renewal Term shall mean an amount determined as follows: Landlord shall designate an independent MAI appraiser to determine the Fair Market Rent of the Subject Leased Property for the applicable Renewal Term within twenty (20) days after Tenant’s notice of its exercise of the applicable renewal option. Within thirty (30) days after selection of Landlord’s appraiser, Landlord shall notify Tenant of the determination made by Landlord’s

1

 

appraiser with respect to the Fair Market Rent. Tenant shall then have ten (10) days to dispute such determination and to select its own independent MAI appraiser. In the event that Tenant fails to select its appraiser within such ten (10) day period, the determination of Landlord’s appraiser shall constitute such Fair Market Rent. Within ten (10) days after selection of Tenant’s appraiser, the two appraisers shall meet and attempt to agree as to the Fair Market Rent for the Subject Leased Property for the Renewal Term in question. In the event that such appraisers are unable to agree as to such Fair Market Rent then: (i) if the difference between the two determinations is less than five percent (5%) of the lower determination, then the average of the two determinations shall be deemed to constitute such Fair Market Rent; or (ii) if the difference between the two determinations is equal to or greater than five percent (5%) of the lower determination, then the two appraisers shall jointly select a third independent MAI appraiser, which appraiser shall select which of the determinations of the first two appraisers shall constitute such Fair Market Rent. Such third appraiser shall not have the right to vary or modify the determinations of the appraisers selected by Landlord and Tenant. Any appraiser selected pursuant to this paragraph must have at least ten (10) years experience in appraising commercial real estate in the area in which the Subject Leased Property is located. The appraisers shall not have the right to amend, modify or vary any of the terms of this Lease and the determination of the appraisers in accordance with this paragraph shall be final, binding and conclusive upon Landlord and Tenant. ]
     (b) Permitted Encumbrances. The Permitted Encumbrances with respect to the Subject Leased Property shall mean those encumbrances set forth on Schedule A to this Lease Supplement.
     (c) Threshold Amount. The Threshold Amount for the Subject Leased Property shall be $                                        .
     (d) Property Percentage. The Property Percentage for the Subject Leased Property shall be          %.
     SECTION 4. Ratification; Incorporation. Except as specifically modified hereby, the terms and provisions of the Lease are hereby ratified and confirmed and remain in full force and effect. The terms of the Lease (as amended by this Lease Supplement) are by this reference incorporated herein and made a part hereof.
     SECTION 5. Miscellaneous. This Lease Supplement shall be governed by, and construed in accordance with, the laws of the State where the Subject Leased Property is located. This Lease Supplement may be signed by the parties hereto on separate counterparts, each of which shall constitute an original, and together shall constitute one and the same agreement.

2

 

     IN WITNESS WHEREOF, each of the parties hereto has caused this Lease Supplement to be duly executed by an officer thereunto duly authorized as of the date and year first above written.
         
  OLD NATIONAL BANK, as Tenant
 		  
  By:      
    Name:   ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   
    Title:   Senior Executive Vice President and Chief Financial ▇▇▇▇▇▇▇   
 
  ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #▇, LLC, as Landlord

By: SunTrust Equity Funding, LLC, its manager
 		  
  By:      
    Name:   R. ▇▇▇▇ ▇▇▇▇▇▇▇   
    Title:   Senior Vice President and Manager   
 
LEASE SUPPLEMENT -
SITE             

S-1

 

EXHIBIT A
Legal Description

 

 

SCHEDULE A
Permitted Encumbrances

 

 

EXHIBIT B
BASIC RENT
Basic Rent for each Leased Property for each Basic Rent Payment Date (i) during the period from the date of this Lease until September 30, 2027 shall be an amount equal to (A) such Leased Property’s Property Percentage times (B) $176,390.30, (ii) during the period from October 1, 2027 until the Expiration Date shall be an amount equal to $0.00, and (iii) during each Renewal Term, shall be the amount specified on the Lease Supplement for such Leased Property.

 

 

SCHEDULE A
TERMINATION VALUE SCHEDULE
             
Date   Period   Termination Value
 
9/19/2007
   stub   $ 26,908,806.01  
10/1/2007
   1   $ 26,876,307.45  
11/1/2007
   2   $ 26,843,808.90  
12/1/2007
   3   $ 26,811,310.34  
1/1/2007
   4   $ 26,778,811.78  
2/1/2008
   5   $ 26,746,313.22  
3/1/2008
   6   $ 26,713,814.66  
4/1/2008
   7   $ 26,681,316.11  
5/1/2008
   8   $ 26,648,817.55  
6/1/2008
   9   $ 26,616,318.99  
7/1/2008
   10   $ 26,583,820.43  
8/1/2008
   11   $ 26,551,321.87  
9/1/2008
   12   $ 26,518,823.32  
10/1/2008
   13   $ 26,486,324.76  
11/1/2008
   14   $ 26,453,826.20  
12/1/2008
   15   $ 26,421,327.64  
1/1/2008
   16   $ 26,388,829.08  
2/1/2009
   17   $ 26,356,330.53  
3/1/2009
   18   $ 26,323,831.97  
4/1/2009
   19   $ 26,291,333.41  
5/1/2009
   20   $ 26,258,834.85  
6/1/2009
   21   $ 26,226,336.29  
7/1/2009
   22   $ 26,193,837.74  
8/1/2009
   23   $ 26,161,339.18  
9/1/2009
   24   $ 26,128,840.62  
10/1/2009
   25   $ 26,096,342.06  
11/1/2009
   26   $ 26,063,843.50  
12/1/2009
   27   $ 26,031,344.95  
1/1/2009
   28   $ 25,998,846.39  
2/1/2010
   29   $ 25,966,347.83  
3/1/2010
   30   $ 25,933,849.27  
4/1/2010
   31   $ 25,901,350.71  
5/1/2010
   32   $ 25,868,852.16  
6/1/2010
   33   $ 25,836,353.60  
7/1/2010
   34   $ 25,803,855.04  
8/1/2010
   35   $ 25,771,356.48  
9/1/2010
   36   $ 25,738,857.93  
10/1/2010
   37   $ 25,706,359.37  
11/1/2010
   38   $ 25,673,860.81  
12/1/2010
   39   $ 25,641,362.25  
1/1/2010
   40   $ 25,608,863.69  

Sch A-1

 

             
Date   Period   Termination Value
 
2/1/2011
   41   $ 25,576,365.14  
3/1/2011
   42   $ 25,543,866.58  
4/1/2011
   43   $ 25,511,368.02  
5/1/2011
   44   $ 25,478,869.46  
6/1/2011
   45   $ 25,446,370.90  
7/1/2011
   46   $ 25,413,872.35  
8/1/2011
   47   $ 25,381,373.79  
9/1/2011
   48   $ 25,348,875.23  
10/1/2011
   49   $ 25,316,376.67  
11/1/2011
   50   $ 25,283,878.11  
12/1/2011
   51   $ 25,251,379.56  
1/1/2011
   52   $ 25,218,881.00  
2/1/2012
   53   $ 25,186,382.44  
3/1/2012
   54   $ 25,153,883.88  
4/1/2012
   55   $ 25,121,385.32  
5/1/2012
   56   $ 25,088,886.77  
6/1/2012
   57   $ 25,056,388.21  
7/1/2012
   58   $ 25,023,889.65  
8/1/2012
   59   $ 24,991,391.09  
9/1/2012
   60   $ 24,958,892.53  
10/1/2012
   61   $ 24,926,393.98  
11/1/2012
   62   $ 24,893,895.42  
12/1/2012
   63   $ 24,861,396.86  
1/1/2012
   64   $ 24,828,898.30  
2/1/2013
   65   $ 24,796,399.74  
3/1/2013
   66   $ 24,763,901.19  
4/1/2013
   67   $ 24,731,402.63  
5/1/2013
   68   $ 24,698,904.07  
6/1/2013
   69   $ 24,666,405.51  
7/1/2013
   70   $ 24,633,906.95  
8/1/2013
   71   $ 24,601,408.40  
9/1/2013
   72   $ 24,568,909.84  
10/1/2013
   73   $ 24,536,411.28  
11/1/2013
   74   $ 24,503,912.72  
12/1/2013
   75   $ 24,471,414.16  
1/1/2013
   76   $ 24,438,915.61  
2/1/2014
   77   $ 24,406,417.05  
3/1/2014
   78   $ 24,373,918.49  
4/1/2014
   79   $ 24,341,419.93  
5/1/2014
   80   $ 24,308,921.37  
6/1/2014
   81   $ 24,276,422.82  
7/1/2014
   82   $ 24,243,924.26  
8/1/2014
   83   $ 24,211,425.70  
9/1/2014
   84   $ 24,178,927.14  
10/1/2014
   85   $ 24,146,428.58  
11/1/2014
   86   $ 24,113,930.03  
12/1/2014
   87   $ 24,081,431.47  
1/1/2014
   88   $ 24,048,932.91  
2/1/2015
   89   $ 24,016,434.35  
3/1/2015
   90   $ 23,983,935.79  

Sch A-2

 

             
Date   Period   Termination Value
 
4/1/2015
   91   $ 23,951,437.24  
5/1/2015
   92   $ 23,918,938.68  
6/1/2015
   93   $ 23,886,440.12  
7/1/2015
   94   $ 23,853,941.56  
8/1/2015
   95   $ 23,821,443.00  
9/1/2015
   96   $ 23,788,944.45  
10/1/2015
   97   $ 23,756,445.89  
11/1/2015
   98   $ 23,723,947.33  
12/1/2015
   99   $ 23,691,448.77  
1/1/2015
   100   $ 23,658,950.21  
2/1/2016
   101   $ 23,626,451.66  
3/1/2016
   102   $ 23,593,953.10  
4/1/2016
   103   $ 23,561,454.54  
5/1/2016
   104   $ 23,528,955.98  
6/1/2016
   105   $ 23,496,457.42  
7/1/2016
   106   $ 23,463,958.87  
8/1/2016
   107   $ 23,431,460.31  
9/1/2016
   108   $ 23,398,961.75  
10/1/2016
   109   $ 23,366,463.19  
11/1/2016
   110   $ 23,333,964.63  
12/1/2016
   111   $ 23,301,466.08  
1/1/2016
   112   $ 23,268,967.52  
2/1/2017
   113   $ 23,236,468.96  
3/1/2017
   114   $ 23,203,970.40  
4/1/2017
   115   $ 23,171,471.84  
5/1/2017
   116   $ 23,138,973.29  
6/1/2017
   117   $ 23,106,474.73  
7/1/2017
   118   $ 23,073,976.17  
8/1/2017
   119   $ 23,041,477.61  
9/1/2017
   120   $ 23,008,979.05  
10/1/2017
   121   $ 22,976,480.50  
11/1/2017
   122   $ 22,943,981.94  
12/1/2017
   123   $ 22,911,483.38  
1/1/2017
   124   $ 22,878,984.82  
2/1/2018
   125   $ 22,846,486.26  
3/1/2018
   126   $ 22,813,987.71  
4/1/2018
   127   $ 22,781,489.15  
5/1/2018
   128   $ 22,748,990.59  
6/1/2018
   129   $ 22,716,492.03  
7/1/2018
   130   $ 22,683,993.47  
8/1/2018
   131   $ 22,651,494.92  
9/1/2018
   132   $ 22,618,996.36  
10/1/2018
   133   $ 22,586,497.80  
11/1/2018
   134   $ 22,553,999.24  
12/1/2018
   135   $ 22,521,500.68  
1/1/2018
   136   $ 22,489,002.13  
2/1/2019
   137   $ 22,456,503.57  
3/1/2019
   138   $ 22,424,005.01  
4/1/2019
   139   $ 22,391,506.45  
5/1/2019
   140   $ 22,359,007.89  

Sch A-3

 

             
Date   Period   Termination Value
 
6/1/2019
   141   $ 22,326,509.34  
7/1/2019
   142   $ 22,294,010.78  
8/1/2019
   143   $ 22,261,512.22  
9/1/2019
   144   $ 22,229,013.66  
10/1/2019
   145   $ 22,196,515.10  
11/1/2019
   146   $ 22,164,016.55  
12/1/2019
   147   $ 22,131,517.99  
1/1/2019
   148   $ 22,099,019.43  
2/1/2020
   149   $ 22,066,520.87  
3/1/2020
   150   $ 22,034,022.31  
4/1/2020
   151   $ 22,001,523.76  
5/1/2020
   152   $ 21,969,025.20  
6/1/2020
   153   $ 21,936,526.64  
7/1/2020
   154   $ 21,904,028.08  
8/1/2020
   155   $ 21,871,529.52  
9/1/2020
   156   $ 21,839,030.97  
10/1/2020
   157   $ 21,806,532.41  
11/1/2020
   158   $ 21,774,033.85  
12/1/2020
   159   $ 21,741,535.29  
1/1/2020
   160   $ 21,709,036.73  
2/1/2021
   161   $ 21,676,538.18  
3/1/2021
   162   $ 21,644,039.62  
4/1/2021
   163   $ 21,611,541.06  
5/1/2021
   164   $ 21,579,042.50  
6/1/2021
   165   $ 21,546,543.94  
7/1/2021
   166   $ 21,514,045.39  
8/1/2021
   167   $ 21,481,546.83  
9/1/2021
   168   $ 21,449,048.27  
10/1/2021
   169   $ 21,416,549.71  
11/1/2021
   170   $ 21,384,051.15  
12/1/2021
   171   $ 21,351,552.60  
1/1/2021
   172   $ 21,319,054.04  
2/1/2022
   173   $ 21,286,555.48  
3/1/2022
   174   $ 21,254,056.92  
4/1/2022
   175   $ 21,221,558.36  
5/1/2022
   176   $ 21,189,059.81  
6/1/2022
   177   $ 21,156,561.25  
7/1/2022
   178   $ 21,124,062.69  
8/1/2022
   179   $ 21,091,564.13  
9/1/2022
   180   $ 21,059,065.58  
10/1/2022
   181   $ 21,026,567.02  
11/1/2022
   182   $ 20,994,068.46  
12/1/2022
   183   $ 20,961,569.90  
1/1/2022
   184   $ 20,929,071.34  
2/1/2023
   185   $ 20,896,572.79  
3/1/2023
   186   $ 20,864,074.23  
4/1/2023
   187   $ 20,831,575.67  
5/1/2023
   188   $ 20,799,077.11  
6/1/2023
   189   $ 20,766,578.55  
7/1/2023
   190   $ 20,734,080.00  

Sch A-4

 

             
Date   Period   Termination Value
 
8/1/2023
   191   $ 20,701,581.44  
9/1/2023
   192   $ 20,669,082.88  
10/1/2023
   193   $ 20,636,584.32  
11/1/2023
   194   $ 20,604,085.76  
12/1/2023
   195   $ 20,571,587.21  
1/1/2023
   196   $ 20,539,088.65  
2/1/2024
   197   $ 20,506,590.09  
3/1/2024
   198   $ 20,474,091.53  
4/1/2024
   199   $ 20,441,592.97  
5/1/2024
   200   $ 20,409,094.42  
6/1/2024
   201   $ 20,376,595.86  
7/1/2024
   202   $ 20,344,097.30  
8/1/2024
   203   $ 20,311,598.74  
9/1/2024
   204   $ 20,279,100.18  
10/1/2024
   205   $ 20,246,601.63  
11/1/2024
   206   $ 20,214,103.07  
12/1/2024
   207   $ 20,181,604.51  
1/1/2024
   208   $ 20,149,105.95  
2/1/2025
   209   $ 20,116,607.39  
3/1/2025
   210   $ 20,084,108.84  
4/1/2025
   211   $ 20,051,610.28  
5/1/2025
   212   $ 20,019,111.72  
6/1/2025
   213   $ 19,986,613.16  
7/1/2025
   214   $ 19,954,114.60  
8/1/2025
   215   $ 19,921,616.05  
9/1/2025
   216   $ 19,889,117.49  
10/1/2025
   217   $ 19,856,618.93  
11/1/2025
   218   $ 19,824,120.37  
12/1/2025
   219   $ 19,791,621.81  
1/1/2025
   220   $ 19,759,123.26  
2/1/2026
   221   $ 19,726,624.70  
3/1/2026
   222   $ 19,694,126.14  
4/1/2026
   223   $ 19,661,627.58  
5/1/2026
   224   $ 19,629,129.02  
6/1/2026
   225   $ 19,596,630.47  
7/1/2026
   226   $ 19,564,131.91  
8/1/2026
   227   $ 19,531,633.35  
9/1/2026
   228   $ 19,499,134.79  
10/1/2026
   229   $ 19,466,636.23  
11/1/2026
   230   $ 19,434,137.68  
12/1/2026
   231   $ 19,401,639.12  
1/1/2026
   232   $ 19,369,140.56  
2/1/2027
   233   $ 19,336,642.00  
3/1/2027
   234   $ 19,304,143.44  
4/1/2027
   235   $ 19,271,644.89  
5/1/2027
   236   $ 19,239,146.33  
6/1/2027
   237   $ 19,206,647.77  
7/1/2027
   238   $ 19,174,149.21  
8/1/2027
   239   $ 19,141,650.65  
9/1/2027
   240   $ 19,109,152.10  

Sch A-5

 

             
Date   Period   Termination Value
 
10/1/2027
   241   $ 19,076,653.54  
11/1/2027
   242   $ 19,044,154.98  
12/1/2027
   243   $ 19,011,656.42  
1/1/2027
   244   $ 18,979,157.86  
2/1/2028
   245   $ 18,946,659.31  
3/1/2028
   246   $ 18,914,160.75  
4/1/2028
   247   $ 18,881,662.19  
5/1/2028
   248   $ 18,849,163.63  
6/1/2028
   249   $ 18,816,665.07  
7/1/2028
   250   $ 18,784,166.52  
8/1/2028
   251   $ 18,751,667.96  
9/1/2028
   252   $ 18,719,169.40  
10/1/2028
   253   $ 18,686,670.84  
11/1/2028
   254   $ 18,654,172.28  
12/1/2028
   255   $ 18,621,673.73  
1/1/2028
   256   $ 18,589,175.17  
2/1/2029
   257   $ 18,556,676.61  
3/1/2029
   258   $ 18,524,178.05  
4/1/2029
   259   $ 18,491,679.49  
5/1/2029
   260   $ 18,459,180.94  
6/1/2029
   261   $ 18,426,682.38  
7/1/2029
   262   $ 18,394,183.82  
8/1/2029
   263   $ 18,361,685.26  
9/1/2029
   264   $ 18,329,186.70  
10/1/2029
   265   $ 18,296,688.15  
11/1/2029
   266   $ 18,264,189.59  
12/1/2029
   267   $ 18,231,691.03  
1/1/2029
   268   $ 18,199,192.47  
2/1/2030
   269   $ 18,166,693.91  
3/1/2030
   270   $ 18,134,195.36  
4/1/2030
   271   $ 18,101,696.80  
5/1/2030
   272   $ 18,069,198.24  
6/1/2030
   273   $ 18,036,699.68  
7/1/2030
   274   $ 18,004,201.12  
8/1/2030
   275   $ 17,971,702.57  
9/1/2030
   276   $ 17,939,204.01  
10/1/2030
   277   $ 17,906,705.45  
11/1/2030
   278   $ 17,874,206.89  
12/1/2030
   279   $ 17,841,708.33  
1/1/2030
   280   $ 17,809,209.78  
2/1/2031
   281   $ 17,776,711.22  
3/1/2031
   282   $ 17,744,212.66  
4/1/2031
   283   $ 17,711,714.10  
5/1/2031
   284   $ 17,679,215.54  
6/1/2031
   285   $ 17,646,716.99  
7/1/2031
   286   $ 17,614,218.43  
8/1/2031
   287   $ 17,581,719.87  
9/1/2031
   288   $ 17,549,221.31  

Sch A-6

 

SCHEDULE B
Allocation of Rent
                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
0
                                                
1
     176,390.30       132,292.73       147,288.79       —       (29,101.52 )     147,288.79  
2
     176,390.30       132,292.73       147,288.79       (116.04 )     (58,319.08 )     147,172.74  
3
     176,390.30       132,292.73       147,288.79       (232.55 )     (87,653.14 )     147,056.24  
4
     176,390.30       132,292.73       147,288.79       (349.52 )     (117,104.17 )     146,939.27  
5
     176,390.30       132,292.73       147,288.79       (466.95 )     (146,672.64 )     146,821.83  
6
     176,390.30       132,292.73       147,288.79       (584.86 )     (176,359.02 )     146,703.93  
7
     176,390.30       132,292.73       147,288.79       (703.23 )     (206,163.77 )     146,585.56  
8
     176,390.30       132,292.73       147,288.79       (822.08 )     (236,087.36 )     146,466.71  
9
     176,390.30       132,292.73       147,288.79       (941.40 )     (266,130.28 )     146,347.39  
10
     176,390.30       132,292.73       147,288.79       (1,061.19 )     (296,292.99 )     146,227.59  
11
     176,390.30       132,292.73       147,288.79       (1,181.47 )     (326,575.97 )     146,107.32  
12
     176,390.30       132,292.73       147,288.79       (1,302.22 )     (356,979.71 )     145,986.57  
13
     176,390.30       132,292.73       147,288.79       (1,423.46 )     (387,504.68 )     145,865.33  
14
     176,390.30       132,292.73       147,288.79       (1,545.17 )     (418,151.38 )     145,743.61  
15
     176,390.30       132,292.73       147,288.79       (1,667.38 )     (448,920.27 )     145,621.41  
16
     176,390.30       132,292.73       147,288.79       (1,790.07 )     (479,811.86 )     145,498.72  
17
     176,390.30       132,292.73       147,288.79       (1,913.25 )     (510,826.62 )     145,375.54  
18
     176,390.30       132,292.73       147,288.79       (2,036.92 )     (541,965.06 )     145,251.87  
19
     176,390.30       132,292.73       147,288.79       (2,161.09 )     (573,227.67 )     145,127.70  
20
     176,390.30       132,292.73       147,288.79       (2,285.75 )     (604,614.93 )     145,003.04  
21
     176,390.30       132,292.73       147,288.79       (2,410.90 )     (636,127.35 )     144,877.89  
22
     176,390.30       132,292.73       147,288.79       (2,536.56 )     (667,765.42 )     144,752.23  
23
     176,390.30       132,292.73       147,288.79       (2,662.71 )     (699,529.65 )     144,626.07  

Sch B-1

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
24
     176,390.30       132,292.73       147,288.79       (2,789.37 )     (731,420.54 )     144,499.41  
25
     176,390.30       132,292.73       147,288.79       (2,916.54 )     (763,438.60 )     144,372.25  
26
     176,390.30       132,292.73       147,288.79       (3,044.21 )     (795,584.33 )     144,244.58  
27
     176,390.30       132,292.73       147,288.79       (3,172.39 )     (827,858.24 )     144,116.39  
28
     176,390.30       132,292.73       147,288.79       (3,301.08 )     (860,260.84 )     143,987.70  
29
     176,390.30       132,292.73       147,288.79       (3,430.29 )     (892,792.65 )     143,858.50  
30
     176,390.30       132,292.73       147,288.79       (3,560.01 )     (925,454.17 )     143,728.78  
31
     176,390.30       132,292.73       147,288.79       (3,690.25 )     (958,245.94 )     143,598.54  
32
     176,390.30       132,292.73       147,288.79       (3,821.01 )     (991,168.46 )     143,467.78  
33
     176,390.30       132,292.73       147,288.79       (3,952.28 )     (1,024,222.26 )     143,336.50  
34
     176,390.30       132,292.73       147,288.79       (4,084.09 )     (1,057,407.87 )     143,204.70  
35
     176,390.30       132,292.73       147,288.79       (4,216.41 )     (1,090,725.80 )     143,072.37  
36
     176,390.30       132,292.73       147,288.79       (4,349.27 )     (1,124,176.58 )     142,939.52  
37
     176,390.30       132,292.73       147,288.79       (4,482.65 )     (1,157,760.75 )     142,806.13  
38
     176,390.30       132,292.73       147,288.79       (4,616.57 )     (1,191,478.84 )     142,672.22  
39
     176,390.30       132,292.73       147,288.79       (4,751.02 )     (1,225,331.38 )     142,537.77  
40
     176,390.30       132,292.73       147,288.79       (4,886.01 )     (1,259,318.91 )     142,402.78  
41
     176,390.30       132,292.73       147,288.79       (5,021.53 )     (1,293,441.96 )     142,267.25  
42
     176,390.30       132,292.73       147,288.79       (5,157.60 )     (1,327,701.07 )     142,131.19  
43
     176,390.30       132,292.73       147,288.79       (5,294.21 )     (1,362,096.80 )     141,994.58  
44
     176,390.30       132,292.73       147,288.79       (5,431.36 )     (1,396,629.68 )     141,857.43  
45
     176,390.30       132,292.73       147,288.79       (5,569.06 )     (1,431,300.25 )     141,719.73  
46
     176,390.30       132,292.73       147,288.79       (5,707.31 )     (1,466,109.08 )     141,581.48  
47
     176,390.30       132,292.73       147,288.79       (5,846.11 )     (1,501,056.71 )     141,442.68  
48
     176,390.30       132,292.73       147,288.79       (5,985.46 )     (1,536,143.69 )     141,303.32  
49
     176,390.30       132,292.73       147,288.79       (6,125.37 )     (1,571,370.58 )     141,163.41  
50
     176,390.30       132,292.73       147,288.79       (6,265.84 )     (1,606,737.93 )     141,022.95  
51
     176,390.30       132,292.73       147,288.79       (6,406.87 )     (1,642,246.32 )     140,881.92  

Sch B-2

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
52
     176,390.30       132,292.73       147,288.79       (6,548.46 )     (1,677,896.29 )     140,740.33  
53
     176,390.30       132,292.73       147,288.79       (6,690.61 )     (1,713,688.42 )     140,598.18  
54
     176,390.30       132,292.73       147,288.79       (6,833.33 )     (1,749,623.27 )     140,455.45  
55
     176,390.30       132,292.73       147,288.79       (6,976.62 )     (1,785,701.41 )     140,312.16  
56
     176,390.30       132,292.73       147,288.79       (7,120.48 )     (1,821,923.41 )     140,168.30  
57
     176,390.30       132,292.73       147,288.79       (7,264.92 )     (1,858,289.85 )     140,023.87  
58
     176,390.30       132,292.73       147,288.79       (7,409.93 )     (1,894,801.30 )     139,878.86  
59
     176,390.30       132,292.73       147,288.79       (7,555.52 )     (1,931,458.33 )     139,733.27  
60
     176,390.30       132,292.73       147,288.79       (7,701.69 )     (1,968,261.54 )     139,587.10  
61
     176,390.30       132,292.73       147,288.79       (7,848.44 )     (2,005,211.50 )     139,440.34  
62
     176,390.30       132,292.73       147,288.79       (7,995.78 )     (2,042,308.80 )     139,293.01  
63
     176,390.30       132,292.73       147,288.79       (8,143.71 )     (2,079,554.02 )     139,145.08  
64
     176,390.30       132,292.73       147,288.79       (8,292.22 )     (2,116,947.76 )     138,996.57  
65
     176,390.30       132,292.73       147,288.79       (8,441.33 )     (2,154,490.60 )     138,847.46  
66
     176,390.30       132,292.73       147,288.79       (8,591.03 )     (2,192,183.15 )     138,697.76  
67
     176,390.30       132,292.73       147,288.79       (8,741.33 )     (2,230,026.00 )     138,547.46  
68
     176,390.30       132,292.73       147,288.79       (8,892.23 )     (2,268,019.75 )     138,396.56  
69
     176,390.30       132,292.73       147,288.79       (9,043.73 )     (2,306,164.99 )     138,245.06  
70
     176,390.30       132,292.73       147,288.79       (9,195.83 )     (2,344,462.34 )     138,092.95  
71
     176,390.30       132,292.73       147,288.79       (9,348.54 )     (2,382,912.40 )     137,940.24  
72
     176,390.30       132,292.73       147,288.79       (9,501.86 )     (2,421,515.78 )     137,786.92  
73
     176,390.30       132,292.73       147,288.79       (9,655.79 )     (2,460,273.09 )     137,632.99  
74
     176,390.30       132,292.73       147,288.79       (9,810.34 )     (2,499,184.95 )     137,478.45  
75
     176,390.30       132,292.73       147,288.79       (9,965.50 )     (2,538,251.96 )     137,323.29  
76
     176,390.30       132,292.73       147,288.79       (10,121.28 )     (2,577,474.76 )     137,167.51  
77
     176,390.30       132,292.73       147,288.79       (10,277.68 )     (2,616,853.96 )     137,011.11  
78
     176,390.30       132,292.73       147,288.79       (10,434.71 )     (2,656,390.18 )     136,854.08  
79
     176,390.30       132,292.73       147,288.79       (10,592.36 )     (2,696,084.05 )     136,696.43  

Sch B-3

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
80
     176,390.30       132,292.73       147,288.79       (10,750.64 )     (2,735,936.21 )     136,538.15  
81
     176,390.30       132,292.73       147,288.79       (10,909.55 )     (2,775,947.27 )     136,379.24  
82
     176,390.30       132,292.73       147,288.79       (11,069.09 )     (2,816,117.87 )     136,219.70  
83
     176,390.30       132,292.73       147,288.79       (11,229.27 )     (2,856,448.66 )     136,059.52  
84
     176,390.30       132,292.73       147,288.79       (11,390.09 )     (2,896,940.27 )     135,898.70  
85
     176,390.30       132,292.73       147,288.79       (11,551.55 )     (2,937,593.33 )     135,737.24  
86
     176,390.30       132,292.73       147,288.79       (11,713.65 )     (2,978,408.50 )     135,575.13  
87
     176,390.30       132,292.73       147,288.79       (11,876.40 )     (3,019,386.42 )     135,412.38  
88
     176,390.30       132,292.73       147,288.79       (12,039.80 )     (3,060,527.74 )     135,248.98  
89
     176,390.30       132,292.73       147,288.79       (12,203.85 )     (3,101,833.12 )     135,084.93  
90
     176,390.30       132,292.73       147,288.79       (12,368.56 )     (3,143,303.19 )     134,920.23  
91
     176,390.30       132,292.73       147,288.79       (12,533.92 )     (3,184,938.63 )     134,754.87  
92
     176,390.30       132,292.73       147,288.79       (12,699.94 )     (3,226,740.09 )     134,588.84  
93
     176,390.30       132,292.73       147,288.79       (12,866.63 )     (3,268,708.23 )     134,422.16  
94
     176,390.30       132,292.73       147,288.79       (13,033.97 )     (3,310,843.72 )     134,254.81  
95
     176,390.30       132,292.73       147,288.79       (13,201.99 )     (3,353,147.23 )     134,086.80  
96
     176,390.30       132,292.73       147,288.79       (13,370.67 )     (3,395,619.42 )     133,918.11  
97
     176,390.30       132,292.73       147,288.79       (13,540.03 )     (3,438,260.97 )     133,748.75  
98
     176,390.30       132,292.73       147,288.79       (13,710.07 )     (3,481,072.55 )     133,578.72  
99
     176,390.30       132,292.73       147,288.79       (13,880.78 )     (3,524,054.85 )     133,408.01  
100
     176,390.30       132,292.73       147,288.79       (14,052.17 )     (3,567,208.53 )     133,236.62  
101
     176,390.30       132,292.73       147,288.79       (14,224.24 )     (3,610,534.29 )     133,064.54  
102
     176,390.30       132,292.73       147,288.79       (14,397.01 )     (3,654,032.82 )     132,891.78  
103
     176,390.30       132,292.73       147,288.79       (14,570.46 )     (3,697,704.79 )     132,718.33  
104
     176,390.30       132,292.73       147,288.79       (14,744.60 )     (3,741,550.90 )     132,544.19  
105
     176,390.30       132,292.73       147,288.79       (14,919.43 )     (3,785,571.85 )     132,369.35  
106
     176,390.30       132,292.73       147,288.79       (15,094.97 )     (3,829,768.34 )     132,193.82  
107
     176,390.30       132,292.73       147,288.79       (15,271.20 )     (3,874,141.06 )     132,017.59  

Sch B-4

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
108
     176,390.30       132,292.73       147,288.79       (15,448.14 )     (3,918,690.71 )     131,840.65  
109
     176,390.30       132,292.73       147,288.79       (15,625.78 )     (3,963,418.01 )     131,663.01  
110
     176,390.30       132,292.73       147,288.79       (15,804.13 )     (4,008,323.65 )     131,484.66  
111
     176,390.30       132,292.73       147,288.79       (15,983.19 )     (4,053,408.36 )     131,305.60  
112
     176,390.30       132,292.73       147,288.79       (16,162.97 )     (4,098,672.84 )     131,125.82  
113
     176,390.30       132,292.73       147,288.79       (16,343.46 )     (4,144,117.82 )     130,945.33  
114
     176,390.30       132,292.73       147,288.79       (16,524.67 )     (4,189,744.01 )     130,764.12  
115
     176,390.30       132,292.73       147,288.79       (16,706.60 )     (4,235,552.13 )     130,582.18  
116
     176,390.30       132,292.73       147,288.79       (16,889.26 )     (4,281,542.91 )     130,399.52  
117
     176,390.30       132,292.73       147,288.79       (17,072.65 )     (4,327,717.08 )     130,216.13  
118
     176,390.30       132,292.73       147,288.79       (17,256.77 )     (4,374,075.36 )     130,032.02  
119
     176,390.30       132,292.73       147,288.79       (17,441.63 )     (4,420,618.51 )     129,847.16  
120
     176,390.30       132,292.73       147,288.79       (17,627.22 )     (4,467,347.24 )     129,661.57  
121
     176,390.30       132,292.73       147,288.79       (17,813.55 )     (4,514,262.30 )     129,475.24  
122
     176,390.30       132,292.73       147,288.79       (18,000.62 )     (4,561,364.44 )     129,288.17  
123
     176,390.30       132,292.73       147,288.79       (18,188.44 )     (4,608,654.40 )     129,100.35  
124
     176,390.30       132,292.73       147,288.79       (18,377.01 )     (4,656,132.93 )     128,911.78  
125
     176,390.30       132,292.73       147,288.79       (18,566.33 )     (4,703,800.77 )     128,722.46  
126
     176,390.30       132,292.73       147,288.79       (18,756.41 )     (4,751,658.70 )     128,532.38  
127
     176,390.30       132,292.73       147,288.79       (18,947.24 )     (4,799,707.45 )     128,341.55  
128
     176,390.30       132,292.73       147,288.79       (19,138.83 )     (4,847,947.80 )     128,149.95  
129
     176,390.30       132,292.73       147,288.79       (19,331.19 )     (4,896,380.51 )     127,957.60  
130
     176,390.30       132,292.73       147,288.79       (19,524.32 )     (4,945,006.34 )     127,764.47  
131
     176,390.30       132,292.73       147,288.79       (19,718.21 )     (4,993,826.07 )     127,570.57  
132
     176,390.30       132,292.73       147,288.79       (19,912.88 )     (5,042,840.47 )     127,375.91  
133
     176,390.30       132,292.73       147,288.79       (20,108.33 )     (5,092,050.32 )     127,180.46  
134
     176,390.30       132,292.73       147,288.79       (20,304.55 )     (5,141,456.38 )     126,984.24  
135
     176,390.30       132,292.73       147,288.79       (20,501.56 )     (5,191,059.46 )     126,787.23  

Sch B-5

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
136
     176,390.30       132,292.73       147,288.79       (20,699.35 )     (5,240,860.32 )     126,589.44  
137
     176,390.30       132,292.73       147,288.79       (20,897.93 )     (5,290,859.77 )     126,390.86  
138
     176,390.30       132,292.73       147,288.79       (21,097.30 )     (5,341,058.59 )     126,191.48  
139
     176,390.30       132,292.73       147,288.79       (21,297.47 )     (5,391,457.58 )     125,991.32  
140
     176,390.30       132,292.73       147,288.79       (21,498.44 )     (5,442,057.53 )     125,790.35  
141
     176,390.30       132,292.73       147,288.79       (21,700.20 )     (5,492,859.25 )     125,588.58  
142
     176,390.30       132,292.73       147,288.79       (21,902.78 )     (5,543,863.55 )     125,386.01  
143
     176,390.30       132,292.73       147,288.79       (22,106.16 )     (5,595,071.22 )     125,182.63  
144
     176,390.30       132,292.73       147,288.79       (22,310.35 )     (5,646,483.08 )     124,978.44  
145
     176,390.30       161,691.11       180,019.63       (22,515.35 )     (5,665,369.11 )     157,504.28  
146
     176,390.30       161,691.11       180,019.63       (22,590.66 )     (5,684,330.44 )     157,428.97  
147
     176,390.30       161,691.11       180,019.63       (22,666.27 )     (5,703,367.39 )     157,353.36  
148
     176,390.30       161,691.11       180,019.63       (22,742.18 )     (5,722,480.24 )     157,277.45  
149
     176,390.30       161,691.11       180,019.63       (22,818.39 )     (5,741,669.31 )     157,201.24  
150
     176,390.30       161,691.11       180,019.63       (22,894.91 )     (5,760,934.89 )     157,124.72  
151
     176,390.30       161,691.11       180,019.63       (22,971.73 )     (5,780,277.29 )     157,047.90  
152
     176,390.30       161,691.11       180,019.63       (23,048.86 )     (5,799,696.82 )     156,970.77  
153
     176,390.30       161,691.11       180,019.63       (23,126.29 )     (5,819,193.79 )     156,893.34  
154
     176,390.30       161,691.11       180,019.63       (23,204.04 )     (5,838,768.50 )     156,815.59  
155
     176,390.30       161,691.11       180,019.63       (23,282.09 )     (5,858,421.26 )     156,737.54  
156
     176,390.30       161,691.11       180,019.63       (23,360.45 )     (5,878,152.39 )     156,659.17  
157
     176,390.30       161,691.11       180,019.63       (23,439.13 )     (5,897,962.20 )     156,580.50  
158
     176,390.30       161,691.11       180,019.63       (23,518.12 )     (5,917,851.00 )     156,501.50  
159
     176,390.30       161,691.11       180,019.63       (23,597.43 )     (5,937,819.11 )     156,422.20  
160
     176,390.30       161,691.11       180,019.63       (23,677.05 )     (5,957,866.84 )     156,342.58  
161
     176,390.30       161,691.11       180,019.63       (23,756.99 )     (5,977,994.50 )     156,262.63  
162
     176,390.30       161,691.11       180,019.63       (23,837.25 )     (5,998,202.43 )     156,182.38  
163
     176,390.30       161,691.11       180,019.63       (23,917.83 )     (6,018,490.94 )     156,101.80  

Sch B-6

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
164
     176,390.30       161,691.11       180,019.63       (23,998.73 )     (6,038,860.35 )     156,020.90  
165
     176,390.30       161,691.11       180,019.63       (24,079.96 )     (6,059,310.98 )     155,939.67  
166
     176,390.30       161,691.11       180,019.63       (24,161.50 )     (6,079,843.16 )     155,858.13  
167
     176,390.30       161,691.11       180,019.63       (24,243.37 )     (6,100,457.21 )     155,776.25  
168
     176,390.30       161,691.11       180,019.63       (24,325.57 )     (6,121,153.46 )     155,694.06  
169
     176,390.30       161,691.11       180,019.63       (24,408.10 )     (6,141,932.23 )     155,611.53  
170
     176,390.30       161,691.11       180,019.63       (24,490.95 )     (6,162,793.86 )     155,528.67  
171
     176,390.30       161,691.11       180,019.63       (24,574.14 )     (6,183,738.68 )     155,445.49  
172
     176,390.30       161,691.11       180,019.63       (24,657.66 )     (6,204,767.01 )     155,361.97  
173
     176,390.30       161,691.11       180,019.63       (24,741.51 )     (6,225,879.19 )     155,278.12  
174
     176,390.30       161,691.11       180,019.63       (24,825.69 )     (6,247,075.56 )     155,193.94  
175
     176,390.30       161,691.11       180,019.63       (24,910.21 )     (6,268,356.45 )     155,109.41  
176
     176,390.30       161,691.11       180,019.63       (24,995.07 )     (6,289,722.20 )     155,024.56  
177
     176,390.30       161,691.11       180,019.63       (25,080.27 )     (6,311,173.14 )     154,939.36  
178
     176,390.30       161,691.11       180,019.63       (25,165.80 )     (6,332,709.62 )     154,853.83  
179
     176,390.30       161,691.11       180,019.63       (25,251.68 )     (6,354,331.97 )     154,767.95  
180
     176,390.30       161,691.11       180,019.63       (25,337.90 )     (6,376,040.55 )     154,681.73  
181
     176,390.30       161,691.11       180,019.63       (25,424.46 )     (6,397,835.68 )     154,595.17  
182
     176,390.30       161,691.11       180,019.63       (25,511.37 )     (6,419,717.73 )     154,508.26  
183
     176,390.30       161,691.11       180,019.63       (25,598.62 )     (6,441,687.03 )     154,421.00  
184
     176,390.30       161,691.11       180,019.63       (25,686.23 )     (6,463,743.93 )     154,333.40  
185
     176,390.30       161,691.11       180,019.63       (25,774.18 )     (6,485,888.78 )     154,245.45  
186
     176,390.30       161,691.11       180,019.63       (25,862.48 )     (6,508,121.94 )     154,157.15  
187
     176,390.30       161,691.11       180,019.63       (25,951.14 )     (6,530,443.75 )     154,068.49  
188
     176,390.30       161,691.11       180,019.63       (26,040.14 )     (6,552,854.57 )     153,979.48  
189
     176,390.30       161,691.11       180,019.63       (26,129.51 )     (6,575,354.76 )     153,890.12  
190
     176,390.30       161,691.11       180,019.63       (26,219.23 )     (6,597,944.66 )     153,800.40  
191
     176,390.30       161,691.11       180,019.63       (26,309.30 )     (6,620,624.64 )     153,710.32  

Sch B-7

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
192
     176,390.30       161,691.11       180,019.63       (26,399.74 )     (6,643,395.05 )     153,619.89  
193
     176,390.30       161,691.11       180,019.63       (26,490.54 )     (6,666,256.27 )     153,529.09  
194
     176,390.30       161,691.11       180,019.63       (26,581.70 )     (6,689,208.64 )     153,437.93  
195
     176,390.30       161,691.11       180,019.63       (26,673.22 )     (6,712,252.53 )     153,346.41  
196
     176,390.30       161,691.11       180,019.63       (26,765.11 )     (6,735,388.32 )     153,254.52  
197
     176,390.30       161,691.11       180,019.63       (26,857.36 )     (6,758,616.35 )     153,162.27  
198
     176,390.30       161,691.11       180,019.63       (26,949.98 )     (6,781,937.01 )     153,069.65  
199
     176,390.30       161,691.11       180,019.63       (27,042.97 )     (6,805,350.66 )     152,976.65  
200
     176,390.30       161,691.11       180,019.63       (27,136.34 )     (6,828,857.67 )     152,883.29  
201
     176,390.30       161,691.11       180,019.63       (27,230.07 )     (6,852,458.41 )     152,789.56  
202
     176,390.30       161,691.11       180,019.63       (27,324.18 )     (6,876,153.27 )     152,695.45  
203
     176,390.30       161,691.11       180,019.63       (27,418.66 )     (6,899,942.60 )     152,600.97  
204
     176,390.30       161,691.11       180,019.63       (27,513.52 )     (6,923,826.80 )     152,506.11  
205
     176,390.30       161,691.11       180,019.63       (27,608.76 )     (6,947,806.24 )     152,410.87  
206
     176,390.30       161,691.11       180,019.63       (27,704.38 )     (6,971,881.29 )     152,315.25  
207
     176,390.30       161,691.11       180,019.63       (27,800.38 )     (6,996,052.34 )     152,219.25  
208
     176,390.30       161,691.11       180,019.63       (27,896.76 )     (7,020,319.77 )     152,122.87  
209
     176,390.30       161,691.11       180,019.63       (27,993.53 )     (7,044,683.97 )     152,026.10  
210
     176,390.30       161,691.11       180,019.63       (28,090.68 )     (7,069,145.33 )     151,928.95  
211
     176,390.30       161,691.11       180,019.63       (28,188.22 )     (7,093,704.22 )     151,831.41  
212
     176,390.30       161,691.11       180,019.63       (28,286.15 )     (7,118,361.04 )     151,733.48  
213
     176,390.30       161,691.11       180,019.63       (28,384.46 )     (7,143,116.18 )     151,635.16  
214
     176,390.30       161,691.11       180,019.63       (28,483.18 )     (7,167,970.03 )     151,536.45  
215
     176,390.30       161,691.11       180,019.63       (28,582.28 )     (7,192,922.99 )     151,437.35  
216
     176,390.30       161,691.11       180,019.63       (28,681.78 )     (7,217,975.44 )     151,337.85  
217
     176,390.30       161,691.11       180,019.63       (28,781.68 )     (7,243,127.79 )     151,237.95  
218
     176,390.30       161,691.11       180,019.63       (28,881.97 )     (7,268,380.44 )     151,137.66  
219
     176,390.30       161,691.11       180,019.63       (28,982.67 )     (7,293,733.78 )     151,036.96  

Sch B-8

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
220
     176,390.30       161,691.11       180,019.63       (29,083.76 )     (7,319,188.22 )     150,935.87  
221
     176,390.30       161,691.11       180,019.63       (29,185.26 )     (7,344,744.16 )     150,834.37  
222
     176,390.30       161,691.11       180,019.63       (29,287.17 )     (7,370,402.00 )     150,732.46  
223
     176,390.30       161,691.11       180,019.63       (29,389.48 )     (7,396,162.16 )     150,630.15  
224
     176,390.30       161,691.11       180,019.63       (29,492.20 )     (7,422,025.03 )     150,527.43  
225
     176,390.30       161,691.11       180,019.63       (29,595.32 )     (7,447,991.03 )     150,424.30  
226
     176,390.30       161,691.11       180,019.63       (29,698.86 )     (7,474,060.57 )     150,320.76  
227
     176,390.30       161,691.11       180,019.63       (29,802.82 )     (7,500,234.06 )     150,216.81  
228
     176,390.30       161,691.11       180,019.63       (29,907.18 )     (7,526,511.92 )     150,112.45  
229
     176,390.30       161,691.11       180,019.63       (30,011.97 )     (7,552,894.56 )     150,007.66  
230
     176,390.30       161,691.11       180,019.63       (30,117.17 )     (7,579,382.40 )     149,902.46  
231
     176,390.30       161,691.11       180,019.63       (30,222.79 )     (7,605,975.87 )     149,796.84  
232
     176,390.30       161,691.11       180,019.63       (30,328.83 )     (7,632,675.37 )     149,690.80  
233
     176,390.30       161,691.11       180,019.63       (30,435.29 )     (7,659,481.34 )     149,584.34  
234
     176,390.30       161,691.11       180,019.63       (30,542.18 )     (7,686,394.19 )     149,477.45  
235
     176,390.30       161,691.11       180,019.63       (30,649.50 )     (7,713,414.37 )     149,370.13  
236
     176,390.30       161,691.11       180,019.63       (30,757.24 )     (7,740,542.28 )     149,262.39  
237
     176,390.30       161,691.11       180,019.63       (30,865.41 )     (7,767,778.37 )     149,154.22  
238
     176,390.30       161,691.11       180,019.63       (30,974.02 )     (7,795,123.06 )     149,045.61  
239
     176,390.30       161,691.11       180,019.63       (31,083.05 )     (7,822,576.79 )     148,936.58  
240
     176,390.30       161,691.11       180,019.63       (31,192.52 )     (7,850,139.99 )     148,827.10  
241
     —       161,691.11       180,019.63       (31,302.43 )     (7,701,422.79 )     148,717.20  
242
     —       161,691.11       180,019.63       (30,709.42 )     (7,552,112.59 )     149,310.21  
243
     —       161,691.11       180,019.63       (30,114.05 )     (7,402,207.01 )     149,905.58  
244
     —       161,691.11       180,019.63       (29,516.30 )     (7,251,703.68 )     150,503.33  
245
     —       161,691.11       180,019.63       (28,916.17 )     (7,100,600.22 )     151,103.46  
246
     —       161,691.11       180,019.63       (28,313.64 )     (6,948,894.23 )     151,705.99  
247
     —       161,691.11       180,019.63       (27,708.72 )     (6,796,583.32 )     152,310.91  

Sch B-9

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
248
     —       161,691.11       180,019.63       (27,101.38 )     (6,643,665.07 )     152,918.25  
249
     —       161,691.11       180,019.63       (26,491.61 )     (6,490,137.06 )     153,528.01  
250
     —       161,691.11       180,019.63       (25,879.42 )     (6,335,996.85 )     154,140.21  
251
     —       161,691.11       180,019.63       (25,264.79 )     (6,181,242.01 )     154,754.84  
252
     —       161,691.11       180,019.63       (24,647.70 )     (6,025,870.08 )     155,371.93  
253
     —       161,691.11       180,019.63       (24,028.16 )     (5,869,878.61 )     155,991.47  
254
     —       161,691.11       180,019.63       (23,406.14 )     (5,713,265.12 )     156,613.49  
255
     —       161,691.11       180,019.63       (22,781.64 )     (5,556,027.14 )     157,237.98  
256
     —       161,691.11       180,019.63       (22,154.66 )     (5,398,162.17 )     157,864.97  
257
     —       161,691.11       180,019.63       (21,525.17 )     (5,239,667.71 )     158,494.46  
258
     —       161,691.11       180,019.63       (20,893.17 )     (5,080,541.26 )     159,126.45  
259
     —       161,691.11       180,019.63       (20,258.66 )     (4,920,780.28 )     159,760.97  
260
     —       161,691.11       180,019.63       (19,621.61 )     (4,760,382.27 )     160,398.02  
261
     —       161,691.11       180,019.63       (18,982.02 )     (4,599,344.66 )     161,037.60  
262
     —       161,691.11       180,019.63       (18,339.89 )     (4,437,664.92 )     161,679.74  
263
     —       161,691.11       180,019.63       (17,695.19 )     (4,275,340.48 )     162,324.44  
264
     —       161,691.11       180,019.63       (17,047.92 )     (4,112,368.77 )     162,971.71  
265
     —       161,691.11       180,019.63       (16,398.07 )     (3,948,747.21 )     163,621.56  
266
     —       161,691.11       180,019.63       (15,745.63 )     (3,784,473.22 )     164,274.00  
267
     —       161,691.11       180,019.63       (15,090.59 )     (3,619,544.17 )     164,929.04  
268
     —       161,691.11       180,019.63       (14,432.93 )     (3,453,957.48 )     165,586.70  
269
     —       161,691.11       180,019.63       (13,772.66 )     (3,287,710.50 )     166,246.97  
270
     —       161,691.11       180,019.63       (13,109.75 )     (3,120,800.62 )     166,909.88  
271
     —       161,691.11       180,019.63       (12,444.19 )     (2,953,225.18 )     167,575.44  
272
     —       161,691.11       180,019.63       (11,775.99 )     (2,784,981.54 )     168,243.64  
273
     —       161,691.11       180,019.63       (11,105.11 )     (2,616,067.03 )     168,914.51  
274
     —       161,691.11       180,019.63       (10,431.57 )     (2,446,478.97 )     169,588.06  
275
     —       161,691.11       180,019.63       (9,755.33 )     (2,276,214.67 )     170,264.29  

Sch B-10

 

                                                 
    Rent                    
    Payment   Rent   Accrued   Current   Sect 467   Sect 467
Month   Per Lease   Allocated   Rent   Interest   Loan   Rent & Int
 
276
     —       161,691.11       180,019.63       (9,076.41 )     (2,105,271.45 )     170,943.22  
277
     —       161,691.11       180,019.63       (8,394.77 )     (1,933,646.59 )     171,624.86  
278
     —       161,691.11       180,019.63       (7,710.42 )     (1,761,337.38 )     172,309.21  
279
     —       161,691.11       180,019.63       (7,023.33 )     (1,588,341.08 )     172,996.30  
280
     —       161,691.11       180,019.63       (6,333.51 )     (1,414,654.96 )     173,686.12  
281
     —       161,691.11       180,019.63       (5,640.94 )     (1,240,276.27 )     174,378.69  
282
     —       161,691.11       180,019.63       (4,945.60 )     (1,065,202.24 )     175,074.03  
283
     —       161,691.11       180,019.63       (4,247.49 )     (889,430.11 )     175,772.13  
284
     —       161,691.11       180,019.63       (3,546.60 )     (712,957.08 )     176,473.03  
285
     —       161,691.11       180,019.63       (2,842.92 )     (535,780.37 )     177,176.71  
286
     —       161,691.11       180,019.63       (2,136.42 )     (357,897.17 )     177,883.20  
287
     —       161,691.11       180,019.63       (1,427.11 )     (179,304.65 )     178,592.51  
288
     —       161,691.11       180,019.63       (714.98 )     0.00       179,304.65  
 

Sch B-11

 

APPENDIX A
     “Additional Payments” shall mean all amounts (i) that are reasonable out-of-pocket costs incurred or payable by Landlord or any Lender in connection with the transfer of any Leased Property to Tenant, (ii) that are due and owing to any Lender or Landlord by reason of any default by Tenant under this Lease, including, without limitation, out-of-pocket costs, charges or penalties (including the Make-Whole Premium), if any, incurred by Landlord or any Lender as a result of such default and (iii) all Basic Rent and Additional Rent, and all applicable late charges and default interest thereon that is accrued and unpaid as of the date of determination of such Additional Payments. In no event shall Additional Payments include (A) any Make-Whole Premium in the event of a purchase of a Leased Property or termination of this Lease with respect to a Leased Property as a result of a Condemnation or casualty in accordance with this Lease or (B) any Basic Rent for a Leased Property occurring after a Closing Date or Taking Termination Date for such Leased Property so long as Tenant has paid and performed all of its obligations with respect to such Closing Date or Taking Termination Date.
     “Additional Rent” shall mean all amounts, costs, expenses, liabilities and obligations (including Tenant’s obligation to pay any Net Awards, Purchase Price, Termination Fee or Default Rate interest hereunder) which Tenant is required to pay pursuant to the terms of this Lease, other than Basic Rent. In addition, Tenant shall pay, as and when due, as Additional Rent all trustee fees due to the Trustee.
     “Affiliate” of any Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with, such Person and shall include, if such Person is an individual, members of the immediate family of such Person, and trusts for the benefit of such individual. For the purposes of this definition, the term “control” (including the correlative meanings of the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.
     “Alteration” or “Alterations” shall mean any or all changes, additions (whether or not adjacent to or abutting any then existing buildings), expansions (whether or not adjacent to or abutting any then existing buildings), improvements, reconstructions, removals or replacements of any of the Improvements or Equipment, both interior or exterior, and ordinary and extraordinary.
     “Anticipated Lease Income” shall mean the amounts expected to be included in gross income with respect to this Lease, which shall include all Basic Rent on the dates and in the amounts set forth in this Lease, all Additional Rent payable hereunder and all proceeds received by Landlord as a result of a sale of any Leased Property, but which shall not include the payment of any liquidated or other damages, or any payments resulting from a transfer, sale or other disposition of any Leased Property or any portion thereof, in connection with, or as a result of, an Event of Default.
     “Applicable Laws” shall mean all existing and future applicable laws (including common laws), rules, regulations, statutes, treaties, codes, ordinances, permits, certificates, orders and

A-1

 

licenses of any Governmental Authorities, and applicable judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction (including those pertaining to the environment and those pertaining to the construction, use or occupancy of any Leased Property). Applicable Laws shall include Environmental Laws.
     “Basic Rent” shall mean the amounts set forth on Exhibit B annexed to this Lease.
     “Basic Rent Payment Dates” shall mean the Commencement Date and the first Business Day of each month thereafter during the Term.
     “Business Day” means any day other than a Saturday or a Sunday or other day on which commercial banks in the State of Indiana or New York, or the State in which the corporate trust office of the Trustee is located are required or are authorized to be closed.
     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601-9657.
     “Claims” shall mean Liens (including, without limitation, lien removal and bonding costs), liabilities, obligations, damages, losses, demands, penalties, assessments, payments, fines, claims, actions, suits, judgments, settlements, costs, expenses and disbursements (including, without limitation, reasonable legal fees and expenses and costs of investigation) of any kind and nature whatsoever, provided that, for the avoidance of doubt, the term “Claims” shall not include any amounts for or with respect to any Taxes that are not Impositions and are not owed by Tenant pursuant to Paragraph 30.
     “Closing Date” shall mean the date upon which title to a Leased Property is conveyed to Tenant in accordance with Paragraph 13 of this Lease and Tenant pays to Landlord the Purchase Price for such Leased Property, Additional Payments and any and all other amounts required to be paid hereunder, which date shall in no event be later than the thirtieth (30th) day after Landlord’s notice to Tenant accepting Tenant’s offer to purchase such Leased Property in accordance with Paragraph 13 of this Lease, or after Landlord is deemed to have accepted Tenant’s offer to purchase such Leased Property in accordance with Paragraph 13 of this Lease.
     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
     “Commencement Date” shall mean September 19, 2007.
     “Condemnation” shall mean a Taking and/or a Requisition.
     “Covered Tax” or “Covered Taxes” shall mean any and all present and future taxes on or with respect to any Leased Property or payments of Basic Rent or Additional Rent that are or are in the nature of sales, use, transfer, real estate, property, ad valorem, excise, stamp or similar taxes, municipal or other assessments, levies, imposts, duties, fees or other charges, together with any penalties, fines, interest thereon or additions thereto imposed by any Governmental Authority in a Related Jurisdiction; provided, however, for the avoidance of doubt, the terms

A-2

 

“Covered Tax” and “Covered Taxes” shall not include any taxes that are Income Taxes, except if such Income Tax is a replacement for any non-income based Covered Tax.
     “Default Rate” shall mean, for as long as the Notes are outstanding, the “Default Rate” as defined in the Loan Agreement, and if no Notes are outstanding, a rate of interest equal to four (4%) percent per annum above the then current Prime Rate.
     “Depreciable Property” shall mean the Equipment and the Improvements (which, for the avoidance of doubt, shall not include Land).
     “Depreciation Deductions” shall mean the cost recovery deductions under Section 167 of the Code with respect to any Leased Property, determined using the following assumptions: (a) Landlord’s unadjusted basis in such Leased Property shall be the purchase price paid by Landlord to Tenant for such Leased Property; (b) the Depreciable Property will be treated as a single integrated unit of “nonresidential real property” within the meaning of Section 168(b)(3)(A) of the Code; and (c) the cost basis of the Depreciable Property will be recovered using the straight-line depreciation method pursuant to Section 168(b)(3) of the Code, an applicable recovery period of 39 years pursuant to Section 168(c) of the Code, zero salvage value, and the mid-month convention pursuant to Section 168(d)(2)(A) of the Code.
     “Easement” or “Easements” shall mean easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as desirable for operation of a Leased Property or properties adjacent thereto.
     “Environmental Laws” shall mean and include the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. §§ 6901-6987, as amended by the Hazardous and Solid Waste Amendments of 1984, CERCLA, the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801-1812, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2671, the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq and all other federal, state and local laws, ordinances, rules, orders, statutes, codes and regulations applicable to any Leased Property and (i) relating to the environment, human health or natural resources, (ii) regulating, controlling or imposing liability or standards of conduct concerning Hazardous Materials, or (iii) regulating the clean-up or other remediation of any Leased Property or any portion thereof, as any of the foregoing may have been amended, supplemented or supplanted from time to time.
     “Equipment” shall mean, collectively, the machinery and equipment which is attached to the Improvements in such a manner as to become fixtures under applicable law, together with all additions and accessions thereto, substitutions therefor and replacements thereof permitted by this Lease.
     “Event of Default” shall mean the occurrence of any one or more of the following events under this Lease: (i) a failure by Tenant to make (regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, in law, in equity or before any administrative tribunal which had or might have the effect of preventing Tenant from complying with the provisions of this Lease) any payment of Basic Rent or Additional Rent when due and payable and the continuance of such failure for three Business Days after written notice thereof

A-3

 

to Tenant, provided that such notice shall only be required to be given once in any calendar year; thereafter such failure to pay Basic Rent or Additional Rent when due and payable shall become an Event of Default if it continues for five Business Days; (ii) failure by Tenant to maintain in full force and effect the insurance required pursuant to Paragraph 14 hereof (it being understood that if such lapse was the result of an administrative or inadvertent error and Tenant reinstates the insurance and reimburses Landlord and Lenders in full for any amounts expended by any of them to continue or replace such insurance prior to the time that Landlord exercises any material remedy as a result of such Event of Default, such Event of Default shall be deemed to have been cured); (iii) failure by Tenant to perform and observe, or a violation or breach of, any other provision in this Lease and such default shall continue for a period of thirty (30) days after written notice thereof to Tenant, or if such default is of such a nature that it cannot reasonably be cured within such period of thirty (30) days, such period shall be extended for such longer time as is reasonably necessary (not to exceed one hundred eighty (180) days) provided that Tenant has commenced to cure such default within said period of thirty (30) days and is actively, diligently and in good faith proceeding with continuity to remedy such default; (iv) any representation or warranty made in this Lease, or in connection with this Lease, by Tenant or Lease Guarantor is reasonably determined by Landlord or any Lender to have been false or misleading in any material respect at the time made; (v) Tenant or Lease Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) voluntarily consent to the appointment of a receiver or trustee for itself or for any Leased Property, (C) voluntarily file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, or (D) voluntarily file a general assignment for the benefit of creditors; (vi) a court shall enter an order, judgment or decree appointing, with the voluntary consent of Tenant or Lease Guarantor, a receiver or trustee for Tenant or Lease Guarantor or for any Leased Property or approving a petition filed against Tenant or Lease Guarantor which seeks relief under the bankruptcy or other similar laws of the United States or any State, and such order, judgment or decree shall remain in force, undischarged or unstayed, ninety (90) days after it is entered; (vii) Tenant or Lease Guarantor shall in any insolvency proceedings be liquidated or dissolved or shall voluntarily commence proceedings towards its liquidation or dissolution; (viii) the estate or interest of Tenant in any Leased Property 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 ninety (90) days after such levy or attachment; (ix) Lease Guarantor shall repudiate the Lease Guaranty, or contest the validity thereof, or shall fail to perform any of its obligations thereunder and such failure shall continue for thirty (30) days after notice thereof is given to Lease Guarantor, or the Lease Guaranty ceases to be a valid and enforceable obligation of Lease Guarantor; (x) Lease Guarantor shall merge or consolidate with any other person, or shall sell, transfer or otherwise dispose of all or substantially all of its assets, or any Person or group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) shall acquire ownership, directly or indirectly, beneficially or of record, of shares representing more than 33 1/3% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Lease Guarantor and, after giving effect to the foregoing transaction, the long term unsecured debt of the Lease Guarantor (or the successor to the Lease Guarantor) shall be rated less than BBB- by Standard & Poor’s or Baa3 by ▇▇▇▇▇’▇ Investors Service, Inc. or shall be unrated; or (xi) Tenant shall merge or consolidate with any other person (other than Lease Guarantor), or shall sell, transfer or otherwise dispose of all or substantially all of its assets, or

A-4

 

Tenant shall cease to be a wholly-owned subsidiary of Lease Guarantor, unless, at least ten (10) days prior to such event, Landlord and the Lenders have received pro forma ratings by both Standard & Poor’s and ▇▇▇▇▇’▇ Investors Service, Inc. evidencing that the long term unsecured debt of Tenant (or the successor to Tenant), after giving effect to the proposed transaction, shall be rated at least BBB- by Standard & Poor’s and Baa3 by ▇▇▇▇▇’▇ Investors Service, Inc.
     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
     “Expiration Date” shall mean September 30, 2031.
     “Governmental Authority” shall mean any federal, state, county, municipal, foreign or other governmental or regulatory authority, agency, board, body, instrumentality, court or quasi governmental authority (or private entity in lieu thereof).
     “Guaranties” shall mean all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of any Leased Property, including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code.
     “Hazardous Materials” shall mean all chemicals, petroleum, crude oil or any fraction thereof, hydrocarbons, polychlorinated biphenyls (PCBs), asbestos, asbestos-containing materials and/or products, urea formaldehyde, or any substances which are classified as “hazardous” or “toxic” under CERCLA; hazardous waste as defined under the Solid Waste Disposal Act, as amended 42 U.S.C. § 6901; air pollutants regulated under the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; pollutants as defined under the Clean Water Act, as amended, 33 U.S.C. § 1251, et seq., any pesticide as defined by Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. § 136, et seq., any hazardous chemical substance or mixture or imminently hazardous substance or mixture regulated by the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et Seq., any substance listed in the United States Department of Transportation Table at 45 CFR 172.101; any chemicals included in regulations promulgated under the above listed statutes or any similar federal or state statutes relating to the environment, human health or natural resources; any explosives, radioactive material, and any chemical regulated by state statutes similar to the federal statutes listed above and regulations promulgated under such state statutes.
     “Imposition” or “Impositions” shall mean, collectively, all Covered Taxes on or with respect to any Leased Property, or the use, lease, ownership or operation thereof; all charges and/or Covered Taxes for any easement or agreement maintained for the benefit of any Leased Property; all general and special assessments, levies, permits, inspection and license fees on or with respect to any Leased Property; all water and sewer rents and other utility charges on or with respect to any Leased Property; all ground rents on or with respect to any Leased Property, if any; and all other public charges and/or Covered Taxes whether of a like or different nature, even if unforeseen or extraordinary, imposed or assessed upon or with respect to any Leased Property, prior to or during the Term, against Landlord, Tenant or any Leased Property as a result of or arising in respect of the occupancy, leasing, use, maintenance, operation, management, repair or possession thereof, or any activity conducted on any Leased Property, or the Basic Rent or Additional Rent, including without limitation, any Covered Tax levied by any

A-5

 

Governmental Authority on or with respect to such Basic Rent or Additional Rent; all payments required to be made to a Governmental Authority that are in lieu of any of the foregoing, whether or not expressly so designated; and any penalties, fines, additions or interest thereon or additions thereto; provided further, for the avoidance of doubt, that the terms “Imposition” and “Impositions” shall not include any Taxes other than Covered Taxes.
     “Improvements” shall mean, collectively, the buildings, structures and other real property improvements on the Land.
     “Income Tax” or “Income Taxes” shall mean any and all present and future taxes that are or are in the nature of a tax imposed on or with respect to, or measured by, net income or receipts, capital, franchise, doing business or similar taxes or any ad valorem tax imposed in lieu of or direct substitution for any of the foregoing (any of the forgoing being referred to herein individually as an “Income Tax”).
     “Indemnitee” shall mean Landlord, each Lender, the Trustee, any trustee under a Mortgage which is a deed of trust, each of their assignees or other transferees and each of their Affiliates and their respective officers, directors, employees, shareholders, members or other equity owners.
     “Initial Term” shall mean the period of time commencing on the Commencement Date and terminating on the Expiration Date.
     “Insurance Expiration Date” shall mean, with respect to an insurance policy, the date that such insurance policy will expire.
     “Insurance Requirement” or “Insurance Requirements” shall mean, as the case may be, any one or more of the terms of each insurance policy required to be carried by Tenant under this Lease and the requirements of the issuer of such policy, and whenever Tenant shall be engaged in making any Alteration or Alterations, repairs or construction work of any kind (collectively, “Work”), the term “Insurance Requirement” or “Insurance Requirements” shall be deemed to include a requirement that Tenant obtain or cause its contractor to obtain completed value builder’s risk insurance when the estimated cost of the Work in any one instance exceeds the sum of $500,000 and that Tenant or its contractor shall obtain worker’s compensation insurance or other adequate insurance coverage covering all persons employed in connection with the Work, whether by Tenant, its contractors or subcontractors and with respect to whom death or bodily injury claims could be asserted against Landlord.
     “Land” shall mean, with respect to any Leased Property, the lot(s) or parcel(s) of land described in Exhibit A attached to the Lease Supplement for such Leased Property, together with the easements, rights and appurtenances thereunto belonging or appertaining.
     “Landlord” shall mean ONB CTL Portfolio Landlord #2, LLC, a Delaware limited liability company.
     “Law” shall mean any constitution, statute, ordinance, regulation or rule of law enacted or imposed by a Governmental Authority.

A-6

 

     “Lease Guarantor” shall mean Old National Bancorp, an Indiana corporation.
     “Lease Guaranty” shall mean the Lease Guaranty, dated as of September 19, 2007, issued by the Lease Guarantor, as it shall be amended, supplemented or otherwise modified from time to time.
     “Lease Supplement” shall mean a supplement to this Lease, in substantially the form of Exhibit A hereto, executed by Landlord and Tenant.
     “Leased Property” shall mean, collectively, the Land specified in a Lease Supplement, together with the Improvements thereon and the related Equipment, together with any and all other property and interest in property conveyed to Landlord pursuant to the deeds, bills of sale or other documents executed in connection with the purchase of such Land, Improvements and Equipment by Landlord.
     “Legal Requirement” or “Legal Requirements” shall mean, as the case may be, any one or more of all present and future laws, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or any Leased Property) and all covenants, restrictions and conditions now of record which may be applicable to Tenant, Landlord (with respect to any Leased Property) or to all or any part of or interest in any Leased Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any Leased Property, even if compliance therewith (i) necessitates structural changes or improvements (including changes required to comply with the “Americans with Disabilities Act”) or results in interference with the use or enjoyment of any Leased Property or (ii) requires Tenant to carry insurance other than as specifically required by the provisions of this Lease.
     “Lender” or “Lenders” shall mean each financial institution or other Person that makes a Loan to Landlord, secured by a Mortgage and evidenced by a Note or which is the holder of the Mortgage and a Note, or an interest therein, as a result of an assignment thereof or otherwise.
     “Lien” or “Liens” shall mean any lien, mortgage, pledge, charge, security interest or encumbrance of any kind, or any type of preferential arrangement that has the practical effect of creating a security interest, including, without limitation, any thereof arising under any conditional sale agreement, capital lease or other title retention agreement.
     “Loan” shall mean a loan made by a Lender to Landlord secured by a Mortgage and evidenced by a Note.
     “Loan Agreement” means the Loan Agreement, dated as of September 19, 2007, between the Landlord and the Trustee, as it may be amended, supplemented or otherwise modified from time to time.
     “Make-Whole Premium” has the meaning set forth in the Loan Agreement.

A-7

 

     “Mortgage” shall mean a first priority mortgage, deed of trust or similar security instrument hereafter executed covering a Leased Property from Landlord to the Trustee, for the benefit of the Lenders.
     “Net Award” shall mean the entire award payable to Landlord or the Trustee by reason of a Condemnation, less any reasonable expenses incurred by Landlord in collecting such award and excluding Tenant’s Award, if any (to the extent Tenant is entitled to Tenant’s Award pursuant to the terms of this Lease).
     “Net Proceeds” shall mean the entire proceeds of any insurance required under clause (i), (iv), or (vi) of Paragraph 14 (a) of this Lease, less any actual and reasonable expenses incurred by Landlord in collecting such proceeds.
     “Note” or “Notes” shall mean a promissory note or notes hereafter executed from Landlord to a Lender, which note or notes will be secured by a Mortgage and an assignment of leases and rents.
     “Notice” or “Notices” shall mean 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.
     “Permitted Encumbrances” shall mean (a) those covenants, restrictions, reservations, liens, conditions, encroachments, easements and other matters of title that affect a Leased Property as of the date of Landlord’s acquisition thereof, as shown on Schedule A to the Lease Supplement for such Leased Property, (b) liens for Impositions not yet due and payable or which are being contested in accordance with Paragraph 18 and (c) liens of mechanics, materialmen, suppliers and vendors incurred in the ordinary course of business for sums which under the terms of the related contract are not yet due, provided that such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor by Tenant.
     “Permitted Investments” means any one or more of the following:
     (i) direct obligations of, or obligations guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof provided that such obligations are backed by the full faith and credit of the United States;
     (ii) repurchase obligations with respect to any security described in clause (i) above entered into with a depository institution or trust company (acting as principal) whose long term unsecured debt obligations have received one of the two highest ratings by at least two of the Rating Agencies;
     (iii) units of taxable money market funds which funds are regulated investment companies, seek to maintain a constant net asset value of $1 per share and invest solely in obligations backed by the full faith and credit of the United States, and have been designated in writing by at least two of the Rating Agencies in one of the two highest credit rating categories; provided in each case, that no such investment shall be purchased at a premium to its face value (disregarding interest accrued to the date of acquisition)

A-8

 

and that no such investment shall have a maturity later than the earlier of (x) the Business Day before the proceeds of such investment are anticipated to be needed pursuant to this Lease, or (y) one year from the date of acquisition;
     (iv) commercial paper which is (a) rated at least A 1 by Standard & Poor’s Ratings Service and, if rated by ▇▇▇▇▇’▇ Investors Service, Inc., at least the equivalent Moody’s ratings, (b) issued by a corporation or company (other than Tenant or affiliate thereof) and (c) in certificated form; and
     (v) investments in money market funds rated at least AAm or AAm-G or its equivalent from any Rating Agency (provided that, for purposes of this definition, such investments may include money market funds sponsored by Trustee that have the required credit rating from any Rating Agency).
     “Person” shall mean an individual, corporation, partnership, joint venture, association, joint-stock company, trust, limited liability company, non-incorporated organization or government or any agency or political subdivision thereof.
     “Prime Rate” shall mean the prime rate of interest published in The Wall Street Journal or its successor, from time to time.
     “Property Percentage” shall mean, with respect to any Leased Property, the percentage listed in the Lease Supplement for such Leased Property.
     “Purchase Price”, as of any date for any Leased Property, shall mean the Termination Value for such Leased Property for the next preceding Basic Rent Payment Date.
     “Rating Agency” means Standard & Poor’s Ratings Service; Fitch Investors Service, Inc.; or ▇▇▇▇▇’▇ Investors Service, Inc.
     “REA” shall mean a reciprocal easement agreement or any other agreement or document of record affecting a Leased Property as of the Commencement Date, or which is created or imposed after the Commencement Date by, or with the consent of, Tenant.
     “Related Jurisdiction” shall mean any jurisdiction within the United States with the authority to impose Taxes by virtue of the location of a Leased Property, payments pursuant to this Lease being made from within such jurisdiction or any transfer of a Leased Property pursuant to this Lease occurring within such jurisdiction.
     “Release” shall mean the release under applicable Environmental Laws or the threatened release of any Hazardous Materials into or upon any land or water or air, or otherwise into the environment, including, without limitation, by means of burial, disposal, discharge, emission, injection, spillage, leakage, seepage, leaching, dumping, pumping, pouting, escaping, emptying, placement and the like.
     “Renewal Option Notice” shall mean a written notice from Tenant to Landlord of its election to extend the Term (or any then Renewal Term) of this Lease pursuant to Paragraph 5 of this Lease.

A-9

 

     “Renewal Term” shall mean an additional Lease term of five (5) years.
     “Rent Payment Period” shall mean each period beginning on the day after a Basic Rent Payment Date through and including the day of the immediately succeeding Basic Rent Payment Date, except that the first Rent Payment Period shall begin on the Commencement Date.
     “Replaced Equipment” shall mean Equipment that has been replaced by Tenant with Replacement Equipment.
     “Replacement Equipment” shall mean operational equipment or other parts used by Tenant to replace any of the Equipment.
     “Requisition” shall mean any temporary condemnation or confiscation of the use or occupancy of a Leased Property 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.
     “Restoration” shall mean, following a casualty or Condemnation of a Leased Property, the restoration of such Leased Property to as nearly as possible its value, condition and character immediately prior to such casualty or Condemnation, in accordance with the provisions of this Lease, including but not limited to the provisions of Paragraphs 11(a), 12 and 15. Notwithstanding the foregoing, such Restoration may depart from the condition of the related Leased Property immediately prior to the casualty or Condemnation, provided that (i) the fair market value of such Leased Property shall not be lessened after the completion of the Restoration, (ii) the use of such Leased Property shall not be changed as a result of any such Restoration, (iii) all such Restoration shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements, (iv) Tenant shall (subject to the provisions of Paragraph 18) discharge all liens filed against such Leased Property arising out of the same, and (v) no such Alteration shall create any debt or other encumbrance(s) on such Leased Property.
     “Restoration Award” shall mean that portion of the Net Award equal to the cost of Restoration.
     “Restoration Fund” shall mean, collectively, the Net Proceeds, Restoration Award and Tenant Insurance Payment.
     “SEC” means the Securities and Exchange Commission.
     “State” shall mean, with respect to any Leased Property, the State or Commonwealth in which such Leased Property is situated.
     “Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interest to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned

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by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries) Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Tenant.
     “Taking” shall mean any taking of a Leased Property, or any portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceedings or by any other means, or any de facto condemnation.
     “Taking Termination Date” has the meaning set forth in Paragraph 13(b)(i).
     “Tax” or “Taxes” shall mean any and all present and future taxes, including income (gross or net), gross or net receipts, sales, use, value added, franchise, doing business, transfer, capital, property (tangible or intangible), ad valorem, municipal assessments, excise and stamp taxes, levies, imposts, duties, charges, assessments or withholding, together with any penalties, fines, additions or interest thereon or additions thereto (any of the forgoing being referred to herein individually as a “Tax”), imposed by any Governmental Authority. Without limiting the foregoing, if at any time during the term of this Lease the methods of taxation prevailing at the execution hereof shall be changed or altered so that in lieu of or as a supplement or addition to or a substitute for the whole or any part of the real estate taxes or assessments now or from time to time thereafter levied, assessed or imposed by applicable taxing authorities for the funding of governmental services, there shall be imposed (i) a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or otherwise, on the gross rents received or otherwise attributable to any Leased Property, or (ii) a tax, assessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon any Leased Property or this Lease, and imposed on the Landlord under this Lease or any portion thereof, or (iii) a license fee or other fee or tax measured by the gross rent payable under this Lease, or (iv) any other tax, assessment, levy, charge, fee or the like payable with respect to any Leased Property, the rents, issues and profits thereof, then all such taxes, assessments, levies, impositions and/or charges, or the part thereof so measured or based, shall be deemed to be Taxes.
     “Tenant” shall mean Old National Bank, a national banking association.
     “Tenant’s Award” shall mean, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, a Condemnation award relating solely to the value of the leasehold interest created by this Lease or any award or payment (in connection with a Condemnation) on account of Trade Fixtures, Tenant’s moving expenses and Tenant’s out-of-pocket expenses incidental to the move, if available.
     “Tenant’s Insurance Payment” shall mean, in the event of a damage or destruction, the amount of the proceeds that would have been payable under the third-party insurance required to be maintained pursuant to Paragraph 14(a)(i), (iv) or (vi) had such insurance program been in effect .

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     “Tenant’s Termination Notice” shall mean a written notice from Tenant to Landlord of Tenant’s intention to terminate this Lease with respect to any Leased Property and setting forth therein the Termination Date and Tenant’s offer to purchase such Leased Property in accordance with Paragraph 13 of this Lease.
     “Term” shall mean the Initial Term, together with any Renewal Term.
     “Termination Date” shall mean, with respect to any Leased Property, the date for the termination of this Lease with respect to such Leased Property pursuant to Tenant’s Termination Notice, which date shall be on a Basic Rent Payment Date occurring no sooner than thirty (30) days after the date of Landlord’s notice to Tenant rejecting Tenant’s offer to purchase such Leased Property pursuant to Paragraph 13 of this Lease.
     “Termination Fee” has the meaning set forth in Paragraph 13(b)(i).
     “Termination Value” shall mean, with respect to any Leased Property as of any Basic Rent Payment Date, such Leased Property’s Property Percentage of the amount set forth opposite such Basic Rent Payment Date on Schedule A attached hereto.
     “Threshold Amount” shall mean, with respect to any Leased Property the amount set forth as the Threshold Amount for such Leased Property on the Lease Supplement for such Leased Property.
     “Trade Fixtures” shall mean all fixtures, equipment and other items of personal property (whether or not attached to the Improvements) which are owned by Tenant and used solely in connection with the operation of the business conducted on the related Leased Property and which are not necessary for the operation of such Leased Property and which have not been financed by Landlord.
     “Trustee” shall mean ▇▇▇▇▇ Fargo Bank Northwest, National Association in its capacity as a trustee for the benefit of persons providing financing to Landlord in connection with the Leased Properties under the Declaration of Trust, dated as of September 19, 2007, made by ▇▇▇▇▇ Fargo Bank Northwest, National Association, and any successor thereto.

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Filed: September 25th, 2007