AMENDED AND RESTATED LEASE AGREEMENT

EXHIBIT 10.1

AMENDED AND RESTATED LEASE AGREEMENT

This Amended and Restated Lease Agreement (this “Lease”) dated as of September 1, 2007, is by and between PILGRIM PARTNERSHIP , L.L.C., a Vermont limited liability company having its office at Post Office Box 447, Waterbury, Vermont 05676, hereinafter “Landlord” and GREEN MOUNTAIN COFFEE ROASTERS, INC. , a Delaware corporation having its principal place of business at 33 Coffee Lane, Waterbury, Vermont, hereinafter “Tenant.” This Lease amends and restates a certain Lease Agreement by and between Pilgrim Partnership and Green Mountain Coffee, Inc. dated as of April 28, 1993, as modified by various amendments over time (the “Original Lease”).

ARTICLE 1. Premises; Term

ARTICLE 1.1. Demised Premises . Landlord leases to Tenant and Tenant hires from Landlord of Unit #1 as depicted in Exhibit D, Condominium Plan of Amended and Restated Declaration of Pilgrim Commercial Park Condominiums, dated September 28, 2006, and recorded in Book 250, Page 220-297 of the Waterbury Land Records, hereinafter “the Declaration,” consisting of 80,200 square feet. Said Plan is also recorded in Map Slide 75 of the Waterbury Land Records. Also included with Unit #1 are the common elements and limited common elements appurtenant thereto, hereinafter “the Common Areas” together with the reserved development rights in Sites C and J as depicted on said Plan.

TO HAVE AND TO HOLD the same unto Tenant for the lease term to expire on August 31, 2017, hereinafter “the Original Lease Term,” yielding and paying the rents and additional rents hereinafter set forth, all on the covenants, conditions, and agreements contained herein (the “Demised Term,” said term including any extensions or renewals thereof). Subject to Tenant’s renewal rights as set forth in Section 1.2 hereof, in the event that Tenant continues in possession of the Demised Premises upon the expiration of the Demised Term of this Lease, the tenancy hereunder shall become a month to month tenancy terminable by either party upon thirty (30) days advance written notice to the other party. In the event of any such holding over, all of the terms and conditions of this Lease, to the extent applicable, shall continue in effect.

ARTICLE 1.2. Option to Renew . Tenant shall have an option to renew this Lease of the Demised Premises or any portion of the Demised Premises for two (2) successive five (5) year terms at an agreed upon rent for the successive five year terms by providing Landlord with written notice of Tenant’s intent to renew not later than six (6) months prior to the end of the Original Lease Term or the first of the within two successive five-year terms. The Fixed Rent for the extension terms shall increase by two and one half percent (2 1/2%) from the Fixed Rent of the preceding year.

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ARTICLE 1.3. Right of First Refusal on the Demised Premises . Landlord hereby grants to Tenant a right of first refusal on the Demised Premises. This right of first refusal is not saleable or transferable by Tenant, except to (a) an entity which purchases all or substantially all of Tenant’s assets, (b) Tenants’s parent, Green Mountain Coffee, Inc., or (c) a successor by merger to Tenant. If Landlord receives a bona fide written offer to purchase the Demised Premises, Landlord shall notify Tenant in writing of the identity of the offeror, and the terms and conditions of the offer. Tenant shall notify Landlord of its intent to exercise its right to purchase the Demised Premises of first refusal within sixty (60) days of receipt of the notice, and thereafter the closing of the sale of the Demised Premises shall occur no later than the later of the date set for closing in the bona fide offer to purchase or one hundred twenty (120) days of the date Tenant receives the offer from Landlord. If Tenant does not exercise its right of first refusal, Landlord may sell the Demised Premises to the original offeror upon the original terms and conditions for a period up to one hundred eighty (180) days after Tenant’s receipt of notice. If Landlord does sell the Demised Premises to the original offeror for such original terms and conditions within said one hundred eighty (180) day period, Tenant’s right of first refusal shall forever terminate. If Landlord does not sell the Demised Premises within said one hundred eighty (180) day period, Tenant’s right of first refusal as provided herein shall apply to a next offer to purchase the Demised Premises. For purposes of this ARTICLE 1.3. the term “written offer to purchase the Demised Premises” shall be deemed to be a written offer to purchase Unit #1 together with its limited common elements and interest in common elements as set forth in the Declaration, as may be amended. The term “written offer to purchase the Demised Premises” shall not be deemed to be an offer to purchase any other portion of the Condominium from which the Demised Premises is derived nor shall the term “written offer to purchase the Demised Premises” be deemed to be an offer to purchase multiple Units of the Condominium which shall include the Demised Premises, nor shall the term “written offer to purchase the Demised Premises” be deemed to be an offer to purchase a fractional interest in the Demised Premises or a fractional interest in any portion of the Condominium from which the Demised Premises is derived or a factional interest in multiple Units of the Condominium which shall include the Demised Premises. The right of first refusal provided herein shall be self terminating upon the filing in the Waterbury Land Records of an affidavit sworn to or affirmed by Landlord, its successors or assigns, setting forth i) the date the notice of the offer to purchase the Demised Premises was received by Tenant, ii) that sixty (60) days expired and no letter of intent was received by Tenant or that iii) one hundred eighty (180) days have passed after Tenant’s receipt of the notice and Landlord closed on the transaction and iv) five (5) business days have passed since Landlord sent Tenant a copy of the required affidavit.

ARTICLE 1.4. Option to Purchase . Landlord hereby grants to Tenant an option to purchase the Demised Premises. This option to purchase is not saleable or transferable by Tenant, except to (a) an entity which purchases all or substantially all of Tenant’s assets, (b) Tenants’s parent, Green Mountain Coffee, Inc., or (c) a successor by merger to Tenant, or (d) any company in which Tenant or Green Mountain Coffee, Inc. owns stock (or other equity interest) representing at least 50% voting control of such company. At all times thereafter during the term of this Lease, as the same may be renewed by Tenant, Tenant shall have the option to purchase (i) the Demised Premises, and (ii) the Future Development Rights reserved in the areas designated on the Plan as Site C and Site J (“Future Development Rights Site C and Site J”), in each case at the applicable price set forth below. Tenant

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may exercise each such option separately. Such option may be exercised by written notice from Tenant to Landlord. Landlord agrees that during the term of the Lease, it shall not transfer, convey or lease any rights in the optioned premises, or any portion thereof subject to said options to any party other than Tenant and any mortgagee; however any transfer to a mortgagee shall be subject to Tenant’s rights herein. The purchase price for each such option (in each case, the “Purchase Price”) shall be as set forth below increased annually commencing on September 1, 2007 and each anniversary thereof, by two and one-half percent (2.5%). Commencing on September 1, 2017 and continuing until the end of the lease term, the increase shall be two percent (2%) on each anniversary date. The Purchase Price shall be set as of the date of exercise of the option:

If Tenant exercises any of the foregoing purchase options, Landlord shall convey the subject property, to Tenant, or its designee, by warranty deed, conveying fee simple title to such property free and clear of all liens and other encumbrances except as set forth in the Declaration. Closing of the transaction shall occur as soon as reasonably practicable. Rent and other payments due under this Lease or any other applicable lease between Landlord and Tenant shall be prorated to the date of closing. Taxes and other related charges shall also be prorated as of the closing. Tenant shall be responsible for any transfer taxes payable with respect to any conveyance hereunder and Landlord shall be responsible for any capital gains tax, land tax or similar tax which may be payable in connection with such conveyance.

Landlord acknowledges that its breach of its obligation to sell any of the option premises with respect to which Tenant validly exercises its purchase option hereunder would cause Tenant irreparable harm. As a result, Landlord agrees that, in addition to all other available remedies, Tenant shall be entitled to compel Landlord’s specific performance of its obligations under this Article 1.4.

To the extent there is a conflict between the provisions contained in this Article 1.4 and option provisions concerning Future Development Rights Site C and Site J and the Demised Premises contained in any other lease agreement between the parties hereto, the terms of this Lease Agreement shall govern the option to purchase Future Development Rights Site C and Site J and the Demised Premises.

ARTICLE 2. Commencement of Term

ARTICLE 2.1. Commencement Date . The term of this Lease shall commence on September 1, 2007 (“Commencement Date”) and end on August 31, 2017. The rent payment obligation provided for herein shall commence on September 1, 2007.

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ARTICLE 2.2. Possession . Tenant is in possession of the Demised Premises and Tenant continues occupancy of the Demised Premises in the condition as exists on the date hereof, except that it is a condition of the Lease that Landlord perform the work required by Article 20.1.

ARTICLE 3. Rent

ARTICLE 3.1. Rent Payments . During the term of this Lease, Tenant covenants and agrees to pay Landlord a fixed, minimum rent commencing September 1, 2007 according to the schedule set out on Schedule 3.1, attached hereto. Rent shall be payable in equal monthly installments in advance on the first day of each month during the term of this Lease at the office of Landlord or such other place as Landlord may designate, without any set-off or deduction whatsoever.

ARTICLE 3.2. Additional Rent . All costs, charges, expenses and adjustments to rent which Tenant assumes, agrees or is obligated to pay Landlord pursuant to this Lease and the Exhibits annexed hereto, shall be deemed additional rent, and, in the event of the nonpayment thereof, Landlord shall have all the rights and remedies with respect thereto as are herein provided for in case of the nonpayment of rent. Tenant covenants to pay Landlord the rent, additional rent and adjustments of rent as herein provided when due, without notice or demand, at the time and in the manner herein specified and, in default of payment may, at the option of Landlord, be added to the next or any other installment of fixed minimum rent subsequently becoming due.

ARTICLE 3.3. Late Payment Penalty . Tenant acknowledges that late payment by Tenant to Landlord of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee within ten (10) days after notice by Landlord to Tenant that such amount is past due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

ARTICLE 4. Use

ARTICLE 4.1. Use, Density . Tenant shall use and occupy the Demised Premises for business activities of Tenant or assignees or subtenants permitted under ARTICLE 10 hereof only and for no other purposes, without Landlord’s consent not to be unreasonably withheld, delayed or conditioned.

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ARTICLE 4.2. Adverse Use . Tenant shall not knowingly suffer or permit the Demised Premises or any part thereof to be used in any manner, or anything to be done therein, or suffer or permit anything to be brought into or kept in the Demised Premises which would in any way (a) violate any law or requirement of public authorities, (b) cause structural injury to the Demised Premises or any part thereof, (c) interfere with the normal operations of the heating, air-conditioning, ventilating, plumbing or other mechanical or electrical systems of the Demised Premises or the elevators installed therein, (d) constitute a public or private nuisance, (e) alter the appearance of the exterior of the Demised Premises, or (f) violate the non smoking provisions of Section 24.1.

ARTICLE 5. Repairs; Alterations; Fixtures

ARTICLE 5.1. Landlord Maintenance . Landlord shall at Landlord’s own expense make all structural repairs (excluding roof unless caused by the actions of Landlord, its successors, assigns, employees, agents, invitees, or licensees, and including foundation, building exterior, parking lots and sidewalks as more particularly described in Section 19.1 hereof) of the Demised Premises. Except those repairs required to be made by Tenant pursuant to Section 5.2, Landlord shall, at Landlord’s own expense, make all repairs to the Demised Premises. Tenant shall endeavor to promptly notify Landlord of the necessity of any repairs of which Tenant may have knowledge and for which Landlord may be responsible under the provisions of this Section 5.1.

ARTICLE 5.2. Tenant Maintenance . Tenant shall take good care of the interior of the Demised Premises. Tenant shall, at Tenant’s own expense, make all Tenant repairs to the interior of the Demised Premises, and repairs of and maintenance to the roof of the Demised Premises (unless roof repair or damage is due to the actions of Landlord, its successors, assigns, employees, agents, invitees, or licensees). All damage or injury to the Demised Premises, caused by Tenant moving property in or out of the Demised Premises or by installation or removal of furniture, fixtures, or other property, or resulting from fire, explosion, short circuits, flow or leakage of water, steam, illuminating gas, sewer gas, sewerage, or by frost or by bursting or by leaking of pipes or plumbing solely due to carelessness, omission, gross neglect, or willful misconduct by Tenant, its servants, employees, agents, visitors, or licensees, shall be repaired, restored, or replaced promptly by Tenant at Tenant’s sole cost and expense, except to the extent that such cost and expense is covered by the proceeds of Insurance recovered by Landlord. All of said repairs and any restorations or replacements required in connection therewith shall be of a quality and class at least equal to the original work or installations, and shall be done in a good and workmanlike manner.

ARTICLE 5.3. Additional Alterations .

(1) Tenant shall make no structural or mechanical alterations, installations, additions, or improvements in or to the Demised Premises costing in excess of $100,000.00. , including, but not limited to, water coolers, heating, air-conditioning or cooling systems, units or part

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thereof, or other apparatus of other or like nature, without Landlord’s prior written consent and then as to any such work required to be performed by professionals, only by contractors or mechanics approved in writing by Landlord. Landlord agrees not to unreasonably withhold its consent to such work and contractors or mechanics. All such work, alterations, installations, additions, or improvements shall be done at Tenant’s sole expense, and in full compliance with all laws, rules, regulations, and requirements of all governmental bureaus and bodies having jurisdiction thereof. Without limiting the foregoing, it is understood that Tenant shall be permitted to make non-structural cosmetic and/or decorative improvements to the Demised Premises without the necessity for consent by Landlord unless such cosmetic and/or decorative improvements are visible from the exterior of the Demised Premises in which case such cosmetic and/or decorative improvements shall be permitted upon notice to and consent by Landlord which consent shall not be unreasonably withheld. Any alterations, decorations, installations, additions, or improvements shall, at the election of Tenant, become the property of Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the end of the Demised Term, or prior expiration thereof, shall be removed by Tenant. In the event Tenant shall elect to remove the alterations, installations, additions or improvements made by Tenant upon the Demised Premises, then such of the alterations, installations, additions or improvements made by Tenant upon the Demised Premises as Tenant may select (as well as any communications equipment or equipment leased by Tenant) shall be removed by Tenant, and Tenant shall restore the Demised Premises to their original condition (except with respect to those items which Tenant has elected to remain) at Tenant’s own cost and expense at or prior to the expiration of the Demised Term. In the case of either election, upon the termination of Tenant’s occupancy of the Demised Premises, Tenant shall have the obligation to turn over condition of the Building in a broom clean condition and the Building and the Demised Premises free from trash, litter, debris, and refuse. Notwithstanding anything to the contrary contained in this Article 5.3, Tenant’s installation of production or packaging equipment, or other Tenant equipment used in connection with its business operations at the Demised Premises shall not be deemed an Additional Alteration requiring Landlord’s approval, regardless of the cost.

(2) If any mechanic’s lien is filed against the Building and/or any other portion of the Demised Premises for work claimed to have been done for, or materials claimed to have been furnished to Tenant, it shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s expense, by filing any bond required by law or payment or otherwise.

(3) Landlord shall not be liable for any failure of any Building facilities or services including, but not limited to, the heating, air-conditioning and ventilating equipment in the Demised Premises installed by Landlord caused by alterations, installations, and/or additions by Tenant and Tenant shall correct any such faulty installation. Upon Tenant’s failure to correct same, Landlord may make such correction and charge Tenant for the cost thereof. Such sums due Landlord shall be deemed additional rent and shall be paid by Tenant promptly upon being billed therefor.

(4) Any of Tenant’s personal property which shall remain in the Demised Premises following the expiration of the Demised Term, or any earlier termination of this Lease and the removal of Tenant from the Demised Premises, may, at the option of Landlord, be deemed to have

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been abandoned and either may be retained by Landlord as its property or be disposed of at Tenant’s expense, or at Landlord’s option may be disposed of without accountability in such manner as Landlord may see fit. In the event of Tenant’s failure to leave the Demised Premises in “broom clean” condition free from trash, litter, debris, and refuse, Landlord may cause the Demised Premises to be cleaned and the trash, litter, debris and refuse to be removed from the Demised Premises and any other damage to the Demised Premises caused by Tenant’s removal of its property from the Demised Premises may be repaired at Tenant’s cost and expense and Tenant shall pay to Landlord upon demand accompanied by a description of the clean-up work and invoices for the same, all such costs and expenses. The provisions hereof shall survive the expiration or termination of this Lease.

ARTICLE 5.4. Permits, Insurance . Prior to commencing any work which requires Landlord’s consent, pursuant to the provisions of Section 5.2, Tenant shall furnish to Landlord:

(1) Copies of any governmental permits and authorizations required in connection with such work. Landlord agrees to cooperate with Tenant in obtaining any such permits and authorizations.

(2) A certificate evidencing that Tenant (or Tenant’s contractors) have procured workmen’s compensation insurance covering all persons employed in connection with the work who might assert claims for death or bodily injury against Landlord, Tenant, the Demised Premises or the Land.

ARTICLE 6. Laws; Ordinances; Requirements of Public Authorities

ARTICLE 6.1. Tenant Compliance . Tenant shall, at its expense, comply with all laws, orders, ordinances and regulations of federal, state, county and municipal authorities and with any direction made pursuant to law of any public officer or officers which shall, with respect to the occupancy, use or manner of use of the Demised Premises or to any abatement of nuisance caused by Tenant, impose any violation, order, or duty upon Landlord or Tenant arising solely from Tenant’s occupancy, use, or manner of use of the Demised Premises or any installations made therein by or at Tenant’s request or required by reason of a breach of any of Tenant’s covenants or agreements hereunder. Tenant may at its expense contest the validity of any such law, ordinance, rule, order or regulation. Landlord has no knowledge that Tenant on the date hereof is not in compliance with this Section 6.1. Notwithstanding and without limiting the foregoing, Tenant shall have no obligation to correct or cure at its expense any failure by Landlord, its predecessors, successors or assigns, to comply with any law, order, ordinance or regulation in connection with the construction of the Demised Premises or the development and maintenance of the so-called Pilgrim Park of which the Demised Premises are a portion, it being understood that Tenant shall only be responsible for matters within Tenant’s control related to its operations at and occupancy of the Demised Premises.

ARTICLE 6.2. Notice of Violations . If either party receives notice of any violation of law, ordinance, rule, order, or regulation applicable to the Demised Premises, it shall give prompt notice thereof to the other party.

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ARTICLE 6.3. Landlord Compliance . Except as aforesaid, Landlord shall, at its expense, comply with or cause to be complied with, all laws, orders, ordinances, and regulations of federal, state, county and municipal authorities and any direction made pursuant to law of any public officer or officers which shall, with respect to the public portions of the Demised Premises, or which affect Tenant’s access to the Demised Premises or parking areas, impose any violation, order or duty upon Landlord or Tenant and with respect to which Tenant is not obligated by Section 6.1 to comply. Landlord may at its expense contest the validity of any such law, ordinance, rule, order or regulation.

ARTICLE 7. Insurance

ARTICLE 7.1. Compliance With Insurance Regulations . Tenant shall not do or permit to be done any act or thing in or upon the Demised Premises which will invalidate or be in conflict with any certificate of occupancy or the terms of the insurance policies covering the Building and/or the fixtures, equipment, and property therein. Tenant shall not knowingly do or permit anything to be done in or upon the Demised Premises or bring or keep anything therein or use the Demised Premises in a manner which increases the rate of insurance upon the Building or on any property or equipment located therein over the rate in effect at the commencement of the term of this Lease. Landlord has no knowledge that Tenant on the date hereof is not in compliance with this Section 7.1.

ARTICLE 7.2. Tenant Caused Increases . If, because of anything done, caused, or permitted to be done, permitted, or omitted by Tenant, the rate of liability, fire, boiler, sprinkler, water damage or other insurance (with all extended coverage) on the Building or on the property and equipment of Landlord shall be greater than the rate of liability, fire, boiler, sprinkler, water damage or other insurance (with all extended coverage) on the Building as of the date this Lease Agreement is executed, Tenant shall reimburse Landlord for the additional insurance premiums thereafter paid by Landlord which shall have been charged because of the aforesaid reasons. Tenant shall make any such reimbursement on the first day of the month following such payment by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or Amake up@ of any insurance rate for the Building or Demised Premises is issued by a body establishing insurance rates for the Building shall be conclusive evidence of the facts therein stated and of the several items and charges in the insurance rates then applicable to the Building and/or the Demised Premises. Landlord acknowledges Tenant’s existing uses of the Building include the roasting and packaging of coffee, and Landlord agrees that the foregoing provision related to Tenant caused increases shall only apply in the event of a change from Tenant’s existing uses of the Demised Premises which change directly corresponds to a higher rate of insurance on the Building.

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ARTICLE 7.3. Liability Insurance .

(1) Tenant at Tenant’s own cost and expense shall maintain insurance against any and all claims for injury or damage to persons or property, or for the loss of life, or for the loss of property occurring upon, in or about the Demised Premises. Such insurance shall provide for minimum combined single limit of liability of $1,000,000 each occurrence for Bodily Injury and Property Damage and with a general aggregate limit of not less than $2,000,000, and shall name Landlord as an additional insured.

(2) All such insurance shall be effected under valid and enforceable policies (which may cover the Demised Premises and other locations), shall be issued by insurers of recognized responsibility acceptable by Landlord and shall contain a provision whereby the insurer agrees not to cancel the insurance without thirty (30) days prior written notice to Landlord.

On or before the Commencement Date, Tenant shall furnish Landlord with a certificate or certificates evidencing the aforesaid insurance coverage, and renewal certificates shall be furnished to Landlord from time to time upon request by Landlord.

ARTICLE 7.4. Waiver of Subrogation . Each party agrees to use its best efforts to include in each of its insurance policies (a) a waiver of the insurer’s right of subrogation against the other party, or (b) an express agreement that such policy shall not be invalidated if the insured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty, or (c) any other form of permission for the release of the other party. If such waiver or permission shall not be, or shall cease to be, obtainable without additional charge or at all, the insured party shall so notify the other party promptly after learning thereof. In the case of an additional charge, if the other party shall so elect and shall pay such charge, such waiver or permission shall be included in the policy. Each party hereby releases to the other party with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damage, or destruction with respect to its property by fire or other casualty (including rental value or business interest, as the case may be) occurring during the term of this Lease to the extent that it is not prohibited under a policy or policies containing a waiver of subrogation or permission to release liability or naming the other party as an additional insured. If such waiver is not obtainable for any reason then there shall be no such release of the other party. The waiver of subrogation or permission for release referred to herein shall extend to the agents of each party and its and their employees and shall be coextensive therewith, and, in the case of Tenant shall also extend to all other persons and entities occupying or using the Demised Premises in accordance with the terms of this Lease, but only if and to the extent that such waiver or permission can be obtained without additional charge (unless such party shall pay such charge).

ARTICLE 7.5. Landlord’s Insurance Obligation . Landlord shall maintain in effect, at its own cost and expense, sufficient insurance i) to meet its repair obligations under ARTICLE 8 hereof in the event of fire or other damage and ii) cover the full replacement value of the Demised Premises.

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ARTICLE 8. Damage by Fire or Other Cause

ARTICLE 8.1. Damage .

(1) Tenant shall give immediate notice to Landlord in case of fire or other damage in the Demised Premises. If the Demised Premises shall be partially damaged by fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, the damage shall be repaired by and at the expense of Landlord and the fixed minimum rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is unusable by Tenant. If such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, without prejudice to any other rights and remedies of Landlord and, except as provided in Section 7.4. without prejudice to the rights of subrogation of Landlord’s insurer, the damage shall be repaired by Landlord, but there shall be no apportionment or abatement of rent. Any such repairs required to be made by Landlord shall be commenced promptly and diligently completed. If such repairs are not substantially completed within ninety (90) days after the Landlord’s receipt of such notice, Tenant shall have the right to either (i) terminate this Lease upon thirty (30) days advance written notice to Landlord; or (ii) complete such repairs on behalf of Landlord and deduct the costs of the same from the next installment(s) of rent due hereunder, unless completion of such repairs is practically impossible within such period of time, in which event said ninety (90) day period shall be extended to a reasonable completion date, provided Landlord has commenced and is diligently pursuing repairs to completion, and rent shall continue to abate.

If the Demised Premises as a whole are totally damaged or are rendered wholly untenantable by fire or other cause, or if the Building shall be substantially damaged and unsuitable for Tenant’s purposes so that Landlord shall decide to demolish the Demised Premises, Landlord may, within thirty (30) days after such fire or other cause, give Tenant notice of such decision, and thereupon the Demised Term of the Demised Premises shall expire by lapse of time ten (10 ) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord. Tenant’s liability for rent and other charges under the Lease for the Demised Premises shall cease as of the day following the casualty. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event that Landlord elects to demolish the Demised Premises as provided for herein, then Tenant after receipt of Landlord’s notice of the same (the “Demolition Notice”), may elect to exercise its Option to Purchase as to either or both of the Demised Premises and the Future Development Rights Site C and Site J as set forth in Article 1.4 by giving Landlord written notice of the same within twenty (20) days after receipt of Landlord’s Demolition Notice. Thereafter, Landlord shall be obligated to sell such property and/or development rights, as the case may be, to Tenant and Landlord shall assign to Tenant all of Landlord’s right, title and interest in and to insurance monies and proceeds recovered or to be recovered as a result of such fire or other casualty.

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ARTICLE 8.2. Limitation . No damages, compensation, or claims shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the Building effected pursuant to this ARTICLE 8 except for rent abatement as provided in Section 8.1. or claims for the same related to Landlord’s failure to comply with its obligations hereunder without good and sufficient cause. Landlord shall use commercially reasonable efforts to minimize interference if Tenant is occupying the Demised Premises or any portion thereof while repair or restoration work is undertaken.

ARTICLE 9. Assignment; Subletting; Mortgaging

ARTICLE 9.1. Conditions, Requirements .

(1) Except as hereinafter provided, Tenant will not by operation of law or otherwise, assign this Lease without Landlord’s prior consent, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall submit to Landlord in writing the terms and conditions of any proposed assignment together with any other information reasonably requested by Landlord. The consent by Landlord thereto shall not in any manner be construed to relieve Tenant from obtaining Landlord’s consent to any other or further assignment. Notwithstanding the foregoing and provided that Tenant is in compliance with the terms of this Lease, Tenant shall have the right, without Landlord’s consent, to assign the Demised Premises or any part thereof to another entity which i) is controlled by, or under common control with, Tenant or which has succeeded to substantially all of the assets of Tenant or which has merged with Tenant or which is an entity which has purchased substantially all of the stock of Tenant; or (ii) has a net worth of not less than the then net worth of Tenant; provided in the case of any such assignment, the assignee agrees to assume all of Tenant’s obligations under this Le