EXHIBIT 10.1 EXECUTION COPY LEASE AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

LEASE AGREEMENT

by and between

WELL-PROP (MULTI) LLC,
a Delaware limited liability company

as LANDLORD

and

LTF REAL ESTATE COMPANY, INC. ,

a Minnesota corporation,

as TENANT

Dated as of: July 26, 2006

TABLE OF CONTENTS

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     LEASE AGREEMENT, made as of this 26 ^th day of July, 2006, between WELL-PROP (MULTI) LLC , a Delaware limited liability company (" Landlord "), with an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2 ^nd Floor, New York, New York 10020, and LTF REAL ESTATE COMPANY, INC. , a Minnesota corporation (" Tenant ") with an address at 6442 City West Parkway, Eden Prairie, Minnesota 55344.

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

          1. Demise of Premises . Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, the following described property (hereinafter referred to collectively as the " Leased Premises " and individually as the " West 98 ^th Premises ," " Crosstown Premises ," " Flagship Premises ," " Fridley Premises ," " St. Louis Premises " and " Boca Raton Premises ": (a) the land described in Exhibit "A" attached hereto, together with the Appurtenances (collectively, the " Land "); (b) the buildings containing approximately 974,431 square feet in the aggregate, structures and other improvements now or hereafter constructed on the Land (collectively, the " Improvements "); and (c) the fixtures, machinery, equipment and other property described in Exhibit "B" hereto (collectively, the " Equipment ").

          2. Certain Definitions .

               "Additional Rent" shall mean Additional Rent as defined in Paragraph 7.

               "Adjoining Property" shall mean all sidewalks, driveways, curbs, gores and vault spaces adjoining any of the Leased Premises that Landlord is obligated by contract or applicable Law to maintain and/or repair.

               "Affected Premises" shall mean the Affected Premises as defined in Paragraph 18.

               "Affiliate" of any Person shall mean any Person which shall (i) control, (ii) be under the control of, or (iii) be under common control with such Person (the term "control" as used herein shall be deemed to mean ownership of more than 50% of the outstanding voting stock of a corporation or other majority equity and control interest if such Person is not a corporation) and the power to direct or cause the direction of the management or policies of such Person.

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

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

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

               "Basic Rent" shall mean Basic Rent as defined in Paragraph 6.

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               "Basic Rent Payment Date" shall mean Basic Rent Payment Date as defined in Paragraph 6.

               "Boca Parking Lease" shall mean that certain Ground Lease Agreement, dated as of November 3, 1989, by and between Commerce Park Associates, Ltd., as lessor, and Starmark Northwest Realty, L.L.C., as lessee, as amended by "Agreement" dated as of April 9, 1992, as assigned by the Assignment and Assumption of Lessee’s Interest in Ground Lease dated August 12, 1992, as amended by the Amendment to Ground Lease dated August 12, 1992, as further amended by the Parking Lot Development Agreement and Third Amendment to Ground Lease dated May 12, 1995, as further amended by the Supplement to Parking Lot Development Agreement and Third Amendment to Ground Lease dated December 13, 1996, as assigned by Assignment and Assumption of Lessee’s Interest in Ground Lease dated February 25, 1998; and further assigned to Landlord.

               "Casualty" shall mean any loss of or damage to or destruction of or which affects the Leased Premises or Adjoining Property.

               "Commencement Date" shall mean the date of this Lease.

               "Condemnation" shall mean a Taking.

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

               "Condominium" shall mean the commercial condominium regime created pursuant to the Condominium Declaration.

               "Condominium Declaration" shall mean collectively, (i) the Declaration of Condominium of Sportland Condominium, dated November 3, 1989, together with the Condominium Plan and Exhibits attached thereto (the " Declaration ") and recorded in O.R. Book 6252, Page 1274; as amended by that certain First Amendment to Declaration of Condominium, dated October 1, 1991, recorded in O.R. Book 7532, Page 387 and re-recorded in O.R. Book 8098 , Page 619 ; in each case, in the office of the Recorder of Palm Beach County, Florida, and all the terms and provisions thereof, and (ii) the By-laws adopted by the Condominium Board established pursuant to the Declaration and any rules or regulations adopted thereunder, in each case, now or hereafter in effect and as same may be amended, restated, modified or supplemented from time to time, pursuant to, or in accordance with, the Condominium Act of the State of Florida.

               "Condominium Expenses" shall mean the allocated share of all expenses attributable to the management, operation, maintenance, repair and security of the Condominium, including the parking and landscaped areas, which are incurred by or payable by Landlord as owner of the Boca Raton Premises (including Landlord’s undivided interest in the common elements of the Condominium) pursuant to the Declaration or in accordance therewith, without mark-up by Landlord.

               "Costs" of a Person or associated with a specified transaction shall mean all reasonable out-of-pocket costs and expenses incurred by such Person or associated with such transaction, including without limitation, attorneys’ fees and expenses.

               "Default Rate" shall mean the Default Rate as defined in Paragraph 7(a)(iv).

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               "Easement Agreement" shall mean any conditions, covenants, restrictions, easements, declarations, licenses and other agreements listed as Permitted Encumbrances or as may hereafter affect any Related Premises (other than any Mortgage, Assignment or other document or agreement relating to a Loan).

               "Environmental Law" shall mean (i) whenever enacted or promulgated, any applicable federal, state, foreign and local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement with any governmental entity, (x) relating to pollution (or the cleanup thereof), or the protection of air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous Substance or (y) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling, production, disposal or remediation of any Hazardous Substance, Hazardous Condition or Hazardous Activity, in each case as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations or injuries or damages due to or threatened as a result of the presence of, exposure to, or ingestion of, any Hazardous Substance. The term Environmental Law includes, without limitation, the federal Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the federal Water Pollution Control Act, the federal Clean Air Act, the federal Clean Water Act, the federal Resources Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal Occupational Safety and Health Act of 1970, the federal National Environmental Policy Act and the federal Hazardous Materials Transportation Act, each as amended and as now or hereafter in effect.

               "Environmental Violation" shall mean (a) any direct or indirect discharge, disposal, spillage, emission, escape, pumping, pouring, injection, leaching, release, seepage, filtration or transporting of any Hazardous Substance at, upon, under, onto or within the Leased Premises, or from the Leased Premises to the environment, in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to Landlord, Tenant or Lender, any Federal, state or local government or any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (b) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under or within the Leased Premises or which extends to any Adjoining Property in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to any Federal, state or local government or to any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (c) the abandonment or discarding on or about the Leased Premises of any barrels, containers or other receptacles containing any Hazardous Substances in violation of any Environmental Laws, (d) any activity, occurrence or condition which could result in any liability, cost or expense to Landlord or Lender, or which could result in a creation of a lien on any Related Premises under any Environmental Law or (e) any violation of or noncompliance with any Environmental Law.

               "Equipment" shall mean the Equipment as defined in Paragraph 1, but specifically excluding Tenant’s Property.

               "Event of Default" shall mean an Event of Default as defined in Paragraph 22(a).

               "Exchange" shall mean an Exchange as defined in Paragraph 37.

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               "Fair Market Rental Value" shall mean the fair market rental value of the Leased Premises for the relevant Renewal Term determined in accordance with the procedure specified in Paragraph 36.

               "Fair Market Value Date" shall mean the date when the Fair Market Rental Value is determined in accordance with Paragraph 36.

               "Federal Funds" shall mean federal or other immediately available funds which at the time of payment are legal tender for the payment of public and private debts in the United States of America.

               "Fiscal Year" shall mean Fiscal Year as defined in Paragraph II of Exhibit "D".

               "GAAP" shall mean GAAP as defined in Paragraph 28(a).

               "Guarantor" shall mean Life Time Fitness, Inc., a Minnesota corporation

               "Guaranty" shall mean the Guaranty and Suretyship Agreement dated as of the date hereof from Guarantor to Landlord guaranteeing the payment and performance by Tenant of all of Tenant’s obligations under the Lease.

               "Gross Sales" shall mean Gross Sales as defined in Paragraph II of Exhibit "D".

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

               "Hazardous Condition" means any condition which would support any claim or liability under any Environmental Law, including the presence of underground storage tanks.

               "Hazardous Substance" means (i) any substance, material, product, petroleum, petroleum product, derivative, compound or mixture, mineral (including asbestos), chemical, gas, medical waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety and regulated under applicable Environmental Law, or (ii) any substance supporting a claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law. Hazardous Substances include, without limitation, any toxic or hazardous waste, pollutant, contaminant, industrial waste, petroleum or petroleum-derived substances or waste, radon, radioactive materials, asbestos, asbestos containing materials, urea formaldehyde foam insulation, lead, polychlorinated biphenyls.

               "Impositions" shall mean the Impositions as defined in Paragraph 9(a).

               "Improvements" shall mean the Improvements as defined in Paragraph 1.

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               "Indemnitee" shall mean an Indemnitee as defined in Paragraph 15.

               "Initial Term" shall mean Initial Term as defined in Paragraph 5(a).

               "Insurance Requirements" shall mean the requirements of all insurance policies maintained in accordance with this Lease.

               "Land" shall mean the Land as defined in Paragraph 1.

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

               "Lease" shall mean this Lease Agreement.

               "Lease Year" shall mean, with respect to the first Lease Year, the period commencing on the Commencement Date and ending at midnight on the last day of the twelfth (12th) full consecutive calendar month following the month in which the Commencement Date occurred, and each succeeding twelve (12) month period during the Term.

               "Leased Premises" shall mean the Leased Premises as defined in Paragraph 1.

               "Legal Requirements" shall mean the requirements of all present and future Laws (including but not limited to Environmental Laws and Laws relating to accessibility to, usability by, and discrimination against, disabled individuals) and all Easement Agreements which may be applicable to Tenant or to any of the Leased Premises or any Related Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Leased Premises or any Related Premises, even if compliance therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of any of the Leased Premises or any Related Premises or requires Tenant to carry insurance other than as required by this Lease.

               "Lender" shall mean any Person (and its respective successors and assigns) which may, on or after the date hereof, make a Loan to Landlord or be the holder of a Note.

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

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

               "Moody’s" shall mean Moody’s Investor Services, Inc.

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

               "Net Award" shall mean (a) the entire award payable to Landlord or Lender by reason of a Condemnation whether pursuant to a judgment or by agreement or

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otherwise, or (b) the entire proceeds of any insurance required under clauses (i) (except with respect to Tenant’s Property), (ii) (to the extent payable to Landlord or Lender), (iv) (except with respect to Tenant’s Property), (v) (to the extent of the Rent payable to or for the benefit of Landlord under this Lease) or (vi) of Paragraph 16(a), as the case may be, less any expenses incurred by Landlord and Lender in collecting such award or proceeds.

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

               "Partial Condemnation" shall mean any Condemnation which does not constitute a Termination Event.

               "Permitted Encumbrances" shall mean those covenants, restrictions, reservations, liens, conditions and easements and other encumbrances, other than any Mortgage or Assignment or any other document or agreement relating to a Loan, listed on Exhibit "C" hereto or consented to or requested by Tenant in writing (but such listing shall not be deemed to revive any such encumbrances that have expired or terminated or are otherwise invalid or unenforceable).

               "Person" shall mean an individual, partnership, association, corporation or other entity.

               "Prepaid Rent" shall mean Prepaid Rent as defined in Paragraph 34.

               "Prepayment Premium" shall mean any payment required to be made by Landlord to a Lender under a Note or other document evidencing or securing a Loan (other than payments of principal and/or interest which Landlord is required to make under a Note or a Mortgage) solely by reason of any prepayment or defeasance by Landlord of any principal due under a Note or Mortgage, and which may take the form of either: (i) a customary and commercially reasonable "make whole" or yield maintenance clause requiring a prepayment premium for loans from similar type of lenders to Lender; or (ii) a customary and commercially reasonable defeasance payment for loans from similar type of lenders to Lender (such defeasance payment to be an amount equal to the positive difference between (a) the total amount required to defease a Loan and (b) the outstanding principal balance of the Loan as of the date of such defeasance plus reasonable Costs of Landlord and Lender).

               "Present Value" of any amount shall mean such amount discounted by a rate of eight percent (8%) per annum.

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

               "Related Premises" shall mean any of the West 98 ^th Premises, Crosstown Premises, Flagship Premises, Fridley Premises, St. Louis Premises, or Boca Raton Premises.

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               "Remaining Premises" shall mean the Related Premises which are not Affected Premises under Paragraph 18.

               "Renewal Term" shall mean Renewal Term as defined in Paragraph 5.

               "Rent" shall mean, collectively, Basic Rent and Additional Rent.

               "S&P" shall mean Standard and Poor’s Corporation.

               "Site Assessment" shall mean a Site Assessment as defined in Paragraph 10(c).

               "State" shall mean the State of Minnesota.

               "Subsidiary(ies)" of a Person shall means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

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

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

               "Tenant Environmental Violation" shall mean any Environmental Violation occurring from and after the Commencement Date, but expressly excluding any condition giving rise to an Environmental Violation existing on the Commencement Date (but not any material deterioration of such condition following the Commencement Date), whether known or unknown as of the Commencement Date.

               "Tenant Group" shall mean Guarantor and such of its Subsidiaries, including Tenant, as shall be part of a group for the purpose of reporting financial positions and results on a consolidated basis.

               "Tenant’s Property" shall mean Tenant’s Property as defined in Paragraph 29.

               "Term" shall mean the Term as defined in Paragraph 5.

               "Termination Date" shall mean the Termination Date as defined in Paragraph 18.

               "Termination Event" shall mean a Termination Event as defined in Paragraph 18.

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               "Termination Notice" shall mean Termination Notice as defined in Paragraph 18(a).

               "Third Party Purchaser" shall mean the Third Party Purchaser as defined in Paragraph 21 (f).

               "TI Allowance" shall mean the sum of $7,677,583.50 payable pursuant to Paragraph 13(c).

               "TI Allowance Properties" shall mean the TI Allowance Properties as defined in Paragraph 13(d).

               "TI Work" shall mean the TI Work as defined in Paragraph 13(c).

               "Warranties" shall mean Warranties as defined in Paragraph 3(d).

               "Work" shall mean Work as defined in Paragraph 13(b).

          3. Title and Condition; Single Lease Transaction .

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

               (b) LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND, AS BETWEEN LANDLORD AND TENANT, WILL TAKE THE LEASED PREMISES AS IS WHERE IS AND WITH ALL FAULTS. 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 OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO AS OF THE COMMENCEMENT DATE, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, OR (xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND, AS BETWEEN LANDLORD AND TENANT, ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE LEASED PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT SUBJECT TO THE TI WORK TO BE PERFORMED BY TENANT PURSUANT TO PARAGRAPH 13. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE BEEN NEGOTIATED,

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AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

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

               (d) Landlord hereby assigns to Tenant, without recourse or warranty whatsoever, in conjunction with Landlord, the right to enforce all assignable warranties, guaranties, indemnities, causes of action and similar rights (collectively " Warranties ") which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of any of the Leased Premises. Such assignment shall remain in effect until the expiration or earlier termination of this Lease (unless Tenant or its affiliate or designee acquires any of the Leased Premises, in which instance such assignment shall become permanent and irrevocable with respect to such Leased Premises), whereupon such assignment shall cease and all of the Warranties shall automatically revert to Landlord. In confirmation of such reversion Tenant shall execute and deliver promptly any certificate of other document reasonably required by Landlord. Landlord shall also retain the right to enforce any Warranties upon the occurrence of an Event of Default.

               (e) LANDLORD AND TENANT AGREE THAT IT IS THEIR MUTUAL INTENT TO CREATE, AND THAT THIS LEASE CONSTITUTES, A MASTER LEASE WITH RESPECT TO EACH AND EVERY PARCEL OF LAND, IMPROVEMENTS INCLUDED IN ANY AND ALL OF THE LEASED PREMISES (WHEREVER LOCATED), THAT THIS LEASE IS NOT INTENDED AND SHALL NOT BE CONSTRUED TO BE SEPARATE LEASES AND THAT ALL THE TERMS AND CONDITIONS HEREOF SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT WITH RESPECT THERETO.

               (f) TENANT, ON BEHALF OF ITSELF AND ANY TRUSTEE OR LEGAL REPRESENTATIVE (UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE INSOLVENCY PROCEEDING) EXPRESSLY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH 18 HEREOF OR ANY OTHER PROVISION IN THIS LEASE TO THE CONTRARY, IT IS THE EXPRESS INTENT OF LANDLORD AND TENANT TO CREATE, AND THAT THIS LEASE CONSTITUTES, A SINGLE LEASE WITH RESPECT TO EACH AND EVERY PARCEL OF LAND, IMPROVEMENTS AND EQUIPMENT INCLUDED IN EACH AND ALL OF THE RELATED PREMISES (WHEREVER LOCATED) AND SHALL NOT BE (OR BE DEEMED TO BE) DIVISIBLE OR SEVERABLE INTO SEPARATE LEASES FOR ANY PURPOSE WHATSOEVER, AND TENANT, ON BEHALF OF ITSELF AND ANY SUCH TRUSTEE OR LEGAL REPRESENTATIVE, HEREBY WAIVES ANY RIGHT TO CLAIM OR ASSERT A CONTRARY POSITION IN ANY ACTION OR PROCEEDING; IT BEING FURTHER UNDERSTOOD AND AGREED BY TENANT THAT THE BREAK-DOWN OF BASIC RENT BY RELATED PREMISES INCLUDED IN EXHIBIT "D" HEREOF IS INCLUDED TO PROVIDE A FORMULA FOR RENT ADJUSTMENT AND LEASE TERMINATION UNDER CERTAIN CIRCUMSTANCES AND AS AN ACCOMMODATION TO TENANT. ANY EVENT OF DEFAULT HEREUNDER IN CONNECTION WITH ANY RELATED PREMISES SHALL BE DEEMED TO BE AN EVENT OF DEFAULT WITH RESPECT TO

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THE ENTIRE LEASED PREMISES (WHEREVER LOCATED). THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT IN THIS PARAGRAPH 3(e) ARE MADE AS A MATERIAL INDUCEMENT TO LANDLORD TO ENTER INTO THE TRANSACTION CONTEMPLATED BY THIS LEASE AND THAT, BUT FOR THE FOREGOING AGREEMENTS AND WAIVERS BY TENANT, LANDLORD WOULD NOT CONSUMMATE THIS LEASE TRANSACTION.

          4. Use of Leased Premises; Quiet Enjoyment .

               (a) Tenant may occupy and use the Leased Premises for any commercial purpose (except for any noxious or manufacturing use and uses prohibited by the Condominium Declaration) and for any ancillary uses incidental thereto and for no other purpose without the prior written consent of Landlord. Tenant shall not use or occupy or permit any of the Leased Premises to be used or occupied, nor do or permit anything to be done in or on any of the Leased Premises, in a manner which would or might (i) violate any Law, Legal Requirement or Permitted Encumbrance, (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it impossible to obtain any such insurance at commercially reasonable rates, (iii) cause structural injury to any of the Improvements or (iv) constitute a public or private nuisance or waste.

               (b) Subject to the provisions hereof, so long as no Event of Default has occurred and is continuing, Tenant shall quietly hold, occupy and enjoy the Leased Premises throughout the Term, without any hindrance, ejection or molestation by Landlord or any Person claiming by, through, or under Landlord with respect to matters that arise after the date hereof, provided that Landlord or its agents may enter upon and examine any of the Leased Premises during normal business hours, upon not less than twenty-four (24) hours’ prior written notice to Tenant (except in the case of any emergency, in which event only such notice as shall be reasonable under the circumstances shall be required), and in a manner which does not unreasonably interfere with Tenant’s business or operations, for the purpose of inspecting the Leased Premises, verifying compliance or non-compliance by Tenant with its obligations hereunder and the existence or non-existence of an Event of Default or event which with the passage of time and/or notice would constitute an Event of Default, showing the Leased Premises to prospective Lenders and purchasers, making any repairs and taking such other action with respect to the Leased Premises as is permitted by any provision hereof.

     5.  Term .

               (a) Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for an initial term (the " Initial Term ") (such Initial Term, as extended or renewed in accordance with the provisions hereof, being called the " Term ") commencing on the Commencement Date and ending on the last day of the two hundred fortieth (240 ^th ) month following the Commencement Date. Within three (3) days of the Commencement Date occurring, Landlord and Tenant shall execute an addendum to this Lease confirming the Commencement Date and the months in which each Basic Rent Payment Date occurs, provided, however, that the failure of either party to execute such an addendum shall not alter that date upon which the Commencement Date or any Basic Rent Payment Date occurs.

               (b) Provided that if, on or prior to the Expiration Date or any other Renewal Date (as hereinafter defined) this Lease shall not have been terminated pursuant to any provision hereof, then on the Expiration Date and on the fifth (5 ^th ), tenth (10 ^th ) and fifteenth (15 ^th ) anniversaries of the Expiration Date (the Expiration Date and each such anniversary being referred to herein as a " Renewal Date "), the Term shall be deemed to have been automatically extended for an additional period of five (5) years (each such extension, a " Renewal Term "), unless Tenant shall notify Landlord in writing at least twelve (12) months prior to the next

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Renewal Date that Tenant is terminating this Lease as of the next Renewal Date. Any such extension of the Term shall be subject to all of the provisions of this Lease, as the same may be amended, supplemented or modified (except that, in the case of the third Renewal Term, Tenant shall not have the right to any additional Renewal Terms).

               (c) If Tenant exercises its option pursuant to Paragraph 5(b) not to have the Term automatically extended, then Landlord shall have the right during the remainder of the Term then in effect and, in any event, Landlord shall have the right during the last year of the Term, to show any of the Leased Premises to prospective purchasers or tenants or their agents during normal business hours upon not less than twenty-four (24) hours’ written notice to Tenant and in a manner which does not unreasonably interfere with Tenant’s business or operations.

          6. Basic Rent .

               (a) Tenant shall pay to Landlord (i) as annual basic rent for the Leased Premises during the Term, the amounts determined in accordance with Paragraph I of Exhibit "D" hereto (" Basic Rent "), payable quarterly in advance for the next three full calendar months and commencing on the twenty-fifth day of each October, January April and July during the Term (each such day being a " Basic Rent Payment Date") and (ii) as annual additional basic rent for the Leased Premises during the Term, the "Additional Basic Rent" determined in accordance with Paragraph II of Exhibit "D" payable annually within ninety (90) days of end of each Fiscal Year of Tenant with respect to each Fiscal Year (each such day being an " Additional Basic Rent Payment Date "). Tenant’s obligation to pay Additional Basic Rent with respect to any period during the Term shall expressly survive the expiration or earlier termination of this Lease. By way of clarification, if an Additional Basic Rent Payment Date occurs after the expiration or earlier termination of this Lease, Tenant shall remain bound to pay to Landlord such payment of Additional Basic Rent with respect to the portion of the applicable Fiscal Year occurring during the Term on such Additional Basic Rent Payment Date notwithstanding that this Lease has expired or been terminated. Each such rental payment shall be made to Landlord in Federal Funds on each Basic Rent Payment Date or Additional Basic Rent Payment Date, as applicable, pursuant to wire transfer instructions delivered to Tenant from time to time and/or to such one or more other Persons, pursuant to wire transfer instructions delivered to Tenant from time to time at such addresses and in such proportions as Landlord may direct by fifteen (15) days’ prior written notice to Tenant (in which event Tenant shall give Landlord notice of each such payment concurrent with the making thereof).

               (b) Notwithstanding anything to the contrary herein, so long as no Event of Default has occurred and shall be continuing, Basic Rent for the period commencing on the Commencement Date and ending ninety (90) days thereafter shall abate in full and not be due and payable hereunder, and Tenant shall not be obligated to pay Additional Basic Rent with respect to any Gross Sales with respect to such period. Pro rata Basic Rent for the period commencing on the date the above referenced rent abatement expires until the last day of the month in which the first full Basic Rent Payment Date occurs, shall be paid on the first full Basic Rent Payment Date. By way of example, if the Commencement Date is July 26, 2006, the foregoing abatement shall expire on October 23, 2006 and on October 25, 2006 Tenant shall pay to Landlord a regular installment of Basic Rent for the next three calendar months plus pro rata Basic Rent from October 24, 2006 through and including October 31, 2006.

     7.  Additional Rent .

               (a) Commencing on the Commencement Date, Tenant shall pay and discharge, as additional rent (collectively, " Additional Rent "):

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                    (i) except as otherwise specifically provided herein, all costs and expenses of Tenant and Landlord which are incurred in connection or associated with (A) the ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises first arising during the Term (including any material deterioration following the Commencement Date with respect to any matter that arose prior to the Commencement Date), (B) the performance of any of Tenant’s obligations under this Lease, (C) the exercise or enforcement by Landlord, its successors and assigns, of any of its rights under this Lease in connection with an Event of Default, (D) any amendment to or modification or termination of this Lease made at the request of Tenant, (E) Costs of Landlord’s counsel and reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant in connection with an Event of Default or the review and monitoring of compliance by Tenant with the terms of this Lease in connection with an Event of Default, including compliance with applicable Law, (F) all costs and fees associated with the wire transfers of Rent payments, (G) all Condominium Expenses and all rent and other charges due under the Boca Parking Lease, (H) any other items specifically required to be paid by Tenant under this Lease, and (I) an administrative fee of $10,000 payable to Landlord in connection with any Exchange;

                    (ii) after the date all or any portion of any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date, an amount (the " Late Charge ") equal to three (3%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant’s delinquency, provided, however, that with respect to the first late payment of all or any portion of any installment of Basic Rent in any Lease Year, the Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) days’ following notice thereof from Landlord to Tenant that such installment is due and payable;

                    (iii) a sum equal to any late charge in excess of the amount payable under clause (ii) above for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, any default interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender’s counsel, which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or non-payment of Basic Rent or by reason of an Event of Default; and

                    (iv) interest at the rate (the " Default Rate ") of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, and (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant pursuant to this Lease, from the date of payment thereof by Landlord.

               (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, provided that amounts which are billed to Landlord or any third party, but not to Tenant, shall be paid within thirty (30) days after Landlord’s demand for payment thereof, and (ii) any other Additional Rent, within thirty (30) days after Landlord’s demand for payment thereof.

               (c) In no event shall amounts payable under Paragraph 7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the maximum amount permitted by applicable Law.

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          8. Net Lease: Non-Terminability .

               (a) This is a net lease and all Monetary Obligations shall be paid without notice or demand and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, a " Set-Off "), except as otherwise provided in this Lease.

               (b) This Lease and the rights of Landlord and the obligations of Tenant hereunder shall not be affected by any event or for any reason or cause whatsoever foreseen or unforeseen, except as otherwise provided in this Lease.

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

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

          9. Payment of Impositions .

               (a) Commencing on the Commencement Date, subject to Paragraph 9(b) below, Tenant shall, before interest or penalties are due thereon, pay directly to the applicable governmental authority, all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes), all charges payable pursuant to any Easement Agreement, all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to any of the Leased Premises, and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s possessory interest in the Leased Premises, (iii) any of the Leased Premises, or (iv) Landlord as a result of or arising in respect of the ownership, occupancy, leasing, use or possession of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent (collectively, the " Impositions "); provided that (1) Landlord shall promptly reimburse Tenant for any Impositions properly allocable to the period prior to the Commencement Date, and (2) nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord (or Lender) which are determined on the basis of Landlord’s (or Lender’s) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord or (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Basic Rent. If any Imposition may be paid in installments without penalty, Tenant shall have the option to pay such Imposition in installments. Tenant shall be liable only for Impositions or installments thereof 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 (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within

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ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Tenant hereunder within thirty (30) days after the due date thereof and (3) receipts for payment of any other Impositions within ten (10) days after Landlord’s request therefor.

               (b) If an Event of Default occurs and Landlord is required by a Lender, Tenant shall pay to Landlord such amounts (each an " Escrow Payment ") quarterly or as required by such Lender (but not more often than quarterly) so that there shall be in an escrow account an amount sufficient to pay the Escrow Charges (as hereinafter defined) as they become due. As used herein, " Escrow Charges " shall mean: (i) real estate taxes and assessments due and payable during the Term on or with respect to the Leased Premises or payments in lieu thereof, and premiums on any insurance required by this Lease; and (ii) any reserves for capital improvements, deferred maintenance, repair and/or tenant improvements and leasing commissions required by any Lender following the occurrence of an Event of Default. Landlord shall reasonably determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such amount shall equal any corresponding escrow installments required to be paid by Landlord) and the amount of each Escrow Payment. Escrow Charges for real estate taxes and assessments and insurance premiums may be commingled with other funds of Landlord or other Persons and no interest thereon shall be due or payable to Tenant. Escrow Charges listed in Paragraph 9(b)(ii) above shall be held in a separate interest bearing money market or similar account and all interest thereon shall become part of and applied to Escrow Payments. Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Landlord shall determine or as required by Law but in no event later than when same are due and payable. If at any time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord’s demand therefor, shall pay the amount of the deficiency to Landlord. At the expiration or earlier termination of this Lease, all Escrow Payments not applied as provided in this Paragraph 9(b) shall be promptly refunded to Tenant, provided there is not then an uncured Event of Default existing under this Lease.

          10. Compliance with Laws and Easement Agreements; Environmental Matters .

               (a) Tenant shall, at its expense, comply with and conform to, and cause the Leased Premises and any other Person occupying any part of the Leased Premises to comply with and conform to, all Insurance Requirements and Legal Requirements (including all applicable Environmental Laws) , provided however, that Tenant shall not be required to cause any Related Premises to be in compliance with any Legal Requirement if, with respect to such violation, the applicable Related Premises is "grandfathered" under applicable Law with respect to such matter and as a result the applicable governmental authority does not require immediate action. Tenant shall not at any time (i) cause, permit or suffer to occur any Tenant Environmental Violation or (ii) permit any sublessee, assignee or other Person occupying the Leased Premises under or through Tenant to cause, permit or suffer to occur any Environmental Violation and, at the request of Landlord or Lender, Tenant shall promptly undertake any reasonable and appropriate response action to correct any existing Environmental Violation, however immaterial, and (iii) without the prior written consent of Landlord and Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof. Any and all reports prepared for or by Landlord with respect to the Leased Premises shall be for the sole benefit of Tenant, Landlord and Lender and no other Person shall have the right to rely on any such reports. Notwithstanding anything to the contrary in the first sentence of this Paragraph 10(a), Tenant shall have until June 30, 2007 to take such actions as may be required to cause the Leased Premises to comply with the provisions of this Paragraph 10(a), provided, however, that (i) any work that will be completed as a part of the Tenant Improvements will not be required to be completed until July 31, 2008 provided that on or before

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December 31, 2006 Tenant notifies Landlord in writing that such work will be completed as a part of the Tenant Improvements, and (ii) Tenant agrees to use reasonable efforts to in good faith timely address any requirements imposed by any governmental authority, applicable Law or any third party making a claim against Landlord or the applicable Related Premises even if such time period is shorter than the time periods otherwise required under this sentence (unless such claim is being contested in accordance with Paragraph 15(a) hereof), but Tenant shall not be expressly required to take such actions prior to the time periods otherwise set forth above.

               (b) Tenant, at its sole cost and expense, will at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions and agreements contained in any Easement Agreement on the part of Landlord or the occupier to be kept and performed thereunder. Neither Landlord nor Tenant will alter, modify, amend or terminate any Easement Agreement, give any consent or approval thereunder, or enter into any new Easement Agreement without, in each case, prior written consent of the other party. Landlord will not consent to or vote in favor of any modification or amendment to the Condominium Declaration (or any regulations or rules promulgated thereunder) which affects the use or occupancy of the Boca Raton Premises (or the cost of operations thereat) or any parking areas or allocation thereof, or any Impositions on the Boca Raton Premises without the prior written consent of Tenant, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in the first sentence of this Paragraph 10(b), Tenant shall have until June 30, 2007 to take such actions as may be required to comply with the provisions of the first sentence of this Paragraph 10(b), provided, however, (i) that any work required to cause compliance with any Easement Agreement that will be completed as a part of the Tenant Improvements will not be required to be completed until July 31, 2008 provided that, on or before December 31, 2006, Tenant notifies Landlord in writing that such work will be completed as a part of the Tenant Improvements and (ii) Tenant agrees to use reasonable efforts to in good faith timely address any requirements imposed by or under any Easement Agreement, any governmental authority, applicable Law or any third party making a claim against or claiming a violation by Landlord or the applicable Related Premises even if such time period is shorter than the time periods otherwise required under this sentence (unless such claim is being contested in accordance with Paragraph 15(a) hereof), but Tenant shall not be expressly required to take such actions prior to the time periods otherwise set forth above.

               (c) Upon not less than five (5) days’ prior written notice from Landlord, Tenant shall permit such persons as Landlord may designate (" Site Reviewers ") to visit the Leased Premises during normal business hours and in a manner which does not unreasonably interfere with Tenant’s business or operations and perform, as agents of Tenant, environmental site investigations and assessments (" Site Assessments ") on the Leased Premises in any of the following circumstances: (i) in connection with any sale, financing or refinancing of the Leased Premises, (ii) within the six month period prior to the expiration of the Term, (iii) if required by Lender or the terms of any credit facility to which Landlord is bound, (iv) if an Event of Default exists, or (v) at any other time that, in the opinion of Landlord or Lender, a reasonable basis exists to believe that an Environmental Violation or any condition that could reasonably be expected to result in any Environmental Violation exists. Such Site Assessments may include both above and below the ground testing for Environmental Violations and such other tests as may be necessary, in the opinion of the Site Reviewers, to conduct the Site Assessments. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The cost of performing and reporting Site Assessments shall be paid by Landlord; provided, however, in the case of a Site Assessment being performed as a result of an event enumerated in (iv) or if as a result of a Tenant Environmental Violation under (v) above, Tenant shall bear the cost of such Site Assessment.

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               (d) If a Tenant Environmental Violation occurs or is found to exist and, in Landlord’s reasonable judgment, the cost of remediation of, or other response action with respect to, the same is likely to exceed $500,000, Tenant shall provide to Landlord, within ten (10) days after Landlord’s request therefor, adequate financial assurances that Tenant will effect such remediation in accordance with applicable Environmental Laws.

               (e) If Tenant fails to comply with any requirement of any Environmental Law in connection with any Tenant Environmental Violation which occurs or is found to exist, Landlord shall have the right (but no obligation) to take any and all actions as Landlord shall deem necessary or advisable in order to cure such Environmental Violation.

               (f) Tenant shall notify Landlord within ten (10) days after becoming aware of any Environmental Violation (or alleged Environmental Violation) or noncompliance with any of the covenants contained in this Paragraph 10 and shall forward to Landlord within ten (10) days after receipt thereof copies of all orders, reports, notices, permits, applications or other communications relating to any such violation or noncompliance.

               (g) All future leases, subleases or concession agreements relating to the Leased Premises entered into by Tenant shall contain covenants of the other party thereto which are identical to the covenants contained in Paragraph 10(a).

               (h) If Landlord is entitled to hold a seat on the Board of Directors of the Condominium Association pursuant to the terms of the Condominium Declaration, Landlord agrees that Landlord shall appoint an officer of Tenant first named herein as its individual representative on such board so long as no Event of Default exists.

          11. Liens; Recording .

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

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

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          12. Maintenance and Repair .

               (a) Tenant shall at all times maintain each Related Premises and the Adjoining Property in as good repair as each is in on the date hereof and fit to be used for their intended use in accordance with the better of the practices generally recognized as then acceptable by other companies in its industry or observed by Tenant with respect to the other real properties owned or operated by it, and, in the case of the Equipment, in as good mechanical condition as it was on the later of the date hereof or the date of its installation, except for ordinary wear and tear. Tenant shall promptly make all Alterations of every kind and nature, whether foreseen or unforeseen, which may be required to comply with the foregoing requirements of this Paragraph 12(a). Landlord shall not be required to make any Alteration, whether foreseen or unforeseen, or to maintain any Related Premises or Adjoining Property in any way, and Tenant hereby expressly waives any right which may be provided for in any Law now or hereafter in effect to make Alterations at the expense of Landlord or to require Landlord to make Alterations. Any Alteration made by Tenant pursuant to this Paragraph 12 shall be made in conformity with the provisions of Paragraph 13. Notwithstanding anything to the contrary in this Paragraph 12(a), Tenant shall have until June 30, 2007 to take such actions as may be required to cause the Leased Premises to comply with the provisions of this Paragraph 12(a), provided, however, that (i) any work that will be completed as a part of the Tenant Improvements will not be required to be completed until July 31, 2008 provided that on or before December 31, 2006 Tenant notifies Landlord in writing that such work will be completed as a part of the Tenant Improvements, and (ii) Tenant agrees to use reasonable efforts to in good faith timely address any requirements imposed by any governmental authority, applicable Law or any third party making a claim against Landlord or the applicable Related Premises even if such time period is shorter than the time periods otherwise required under this sentence (unless such claim is being contested in accordance with Paragraph 15(a) hereof), but Tenant shall not be expressly required to take such actions prior to the time periods otherwise set forth above.

               (b) If any Improvement hereafter constructed by Tenant or any of its Affiliates (or at the request of Tenant or any of its Affiliates) shall (i) encroach upon any setback or any property, street or right-of-way adjoining any of the Leased Premises, or (ii) violate the provisions of any Easement Agreement, Tenant shall, within a reasonable time after receiving notice or otherwise acquiring knowledge thereof, either (A) obtain from all necessary parties waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Landlord, Tenant or both, or (B) take such action as shall be reasonably necessary to remove all such encroachments, hindrances or obstructions and to end all such violations or impairments, including, if necessary, making Alterations.

               (c) Tenant agrees that (i) within thirty (30) days after the commencement of each Fiscal Year, Tenant shall provide to Landlord a written budget with respect to capital improvements at each Related Premises for the upcoming Fiscal Year, and (ii) within sixty (60) days of the commencement of each Fiscal Year, provide to Landlord a certification comparing the amounts set forth in the prior Fiscal Year’s budget versus the actual amounts spent on each line item during the prior Fiscal Year.

          13. Alterations and Improvements .

               (a) Tenant shall have the right, without having obtained the prior written consent of Landlord or Lender and provided that no Event of Default then exists, (i) to make any and all non-structural Alterations or a series of related non-structural Alterations to any Related Premises that are decorative in nature and consistent with Tenant’s normal business practice of upgrading the "look and feel" of other real properties owned or operated by it (collectively, the " Decorative Alterations "), (ii) to make non-structural Alterations or a series of

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related non-structural Alterations (other than Decorative Alterations) that, as to any such Alterations or series of related Alterations, do not cost in excess of $1,000,000 with respect to any Related Premises (provided that such restriction shall not apply to the construction of the Tenant Improvements), and (iii) to install Equipment in the Improvements or accessions to the Equipment that, as to such Equipment or accessions, do not cost in excess of $1,000,000, so long as at the time of construction or installation of any such Equipment or Alterations no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby (provided that such restriction shall not apply to the construction of the Tenant Improvements). If the cost of any non-structural Alterations (other than Decorative Alterations), series of related non-structural Alterations (other than Decorative Alterations), Equipment or accessions thereto is in excess of $1,000,000 (other than with respect to the construction of the Tenant Improvements) or if Tenant desires to make structural Alterations to any Related Premises, the prior written approval of Landlord and Lender shall be required. Tenant shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Landlord and Lender. Landlord shall have the right to require Tenant to remove any Alterations except for Decorative Alterations, the Tenant Improvements, Alterations required by Law or for which Landlord has agreed in writing, or is deemed to have approved pursuant to the following sentence, that removal will not be required. If Tenant desires not to remove any Alterations at the expiration of the Term, Tenant shall provide to Landlord written notice specifying the Alterations for which it is requesting agreement that removal will not be required (which notice may be given by Tenant at any time during the Term (including, without limitation, at the time Tenant seeks any required approval from Landlord pursuant to this Paragraph 13)). If Landlord does not disapprove such request by Tenant within fifteen (15) days of receipt of such notice, such approval shall be deemed given. Notwithstanding anything to the contrary in this Lease, in no event shall Tenant be required to remove any Decorative Alterations or Tenant Improvements.

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

               (c) Subject to and conditioned upon Landlord fully performing its obligations under Paragraphs 13(c) and 13(d) hereof, Tenant covenants and agrees to make in the aggregate not less than Twenty-five Million ($25,000,000.00) Dollars of Alterations to the Improvements (including Decorative Alterations) in order to renovate each Related Premises (the " Tenant Improvements "), which Tenant Improvements shall be completed and paid for in full no later than July 31, 2008 (the " Completion Date "). For the purposes of meeting the preceding

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Twenty-five Million ($25,000,000) Dollar Tenant Improvement requirement, not more than Five Million ($5,000,000) may be allocated to Tenant’s Property. Such Alterations shall be constructed in accordance with the terms of this Lease, including, but not limited to, Paragraph 13(b) hereof. All of the Tenant’s Equipment shall be the property of Tenant and all other Tenant Improvements shall be the property of Landlord. In exchange for Tenant’s agreement to construct the Tenant Improvements, (i) Tenant shall not be required to pay Basic Rent under certain circumstances in accordance with the provisions of the last sentence of Paragraph 6(b) hereof (with the amount of such Basic Rent otherwise payable during this period being $2,322,416.50), (ii) Landlord will convey to Tenant certain other real properties (the " TI Allowance Properties ") having an agreed upon aggregate value of $10,000,000.00 pursuant to a purchase and sale agreement by and between Landlord and Tenant dated as of the date hereof, and (iii) Landlord will pay to Tenant the TI Allowance in accordance with the provisions of Paragraph 13 (d) below. Prior to constructing the Tenant Improvements with respect to any Related Premises, Tenant shall submit to Landlord a budget and plans and specifications with respect to the Tenant Improvements for such Related Premises. The consent of Landlord of the budget and plans shall not be required so long as the Work to be performed complies with the requirements set forth in Paragraph 13(b) hereof. Tenant’s failure to complete the Tenant Improvements on or before the Completion Date shall not be a default hereunder to the extent such delay is a direct result of strikes, lockouts, riots, acts of God, shortage of labor or materials, national emergency, acts of a public enemy, governmental restrictions, laws or regulations, or any other cause beyond Tenant’s reasonable control.

               (d) The TI Allowance shall be advanced to Tenant in not more than two advances, provided that Landlord shall not be required to make any advance of the TI Allowance unless and until Tenant has delivered to Landlord paid receipts evidencing that Tenant has completed and paid for $12,322,416.50 of the Tenant Improvements (exclusive of any portion allocated to Tenant’s Property). Each request for an advance by Tenant shall be accompanied by (i) copies of paid receipts supporting the amount requested and including a reasonably detailed description of the Work that is the subject of each paid receipt, and (ii) a certificate executed by Tenant confirming (1) that the Work that is the subject to such request for advance has been paid for in full and completed in accordance with the budget and plans previously submitted to Landlord and the terms of this Lease and (2) that no Event of Default then exists (or, if an Event of Default does exist, specifying the applicable default). Provided that the request for advance complies with the terms of this Paragraph 13(d), Landlord shall pay to Tenant the amount requested in such request for advance within thirty (30) days of receipt of such request for advance, provided, however, that Landlord shall not be required to make any advance during any period while an Event of Default exists.

               (e) Promptly following the date upon which all of the Tenant Improvements are completed, Tenant shall (i) provide written documentation evidencing payment of the amounts required to be paid by Tenant under Paragraph 21(c) (including paid invoices) have been paid, and (ii) provide a written certification from Tenant confirming that the Tenant Improvements have been completed in accordance with the terms of this Paragraph 13(c). Landlord shall have the right at Landlord’s costs and expense to cause a consultant selected by Landlord confirm whether or not the Tenant Improvements have been installed and/or constructed in accordance with the provisions of this Lease.

          14. Permitted Contests . Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Law or Easement Agreement with respect to the Leased Premises (such non-compliance with the terms hereof being hereinafter referred to collectively as " Permitted Violations ") and may dispute or contest the same, so long as at the time of such non-compliance no Event of Default

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exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by Law to correct such Permitted Violation and Tenant’s contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, 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 and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any criminal liability.

          15. Indemnification .

               (a) Tenant shall pay, protect, indemnify, defend, save and hold harmless Landlord, Lender and all other Persons described in Paragraph 30 (each an " Indemnitee ") from and against any and all liabilities, losses, damages (including punitive damages), penalties, Costs (including attorneys’ fees and costs), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, without regard to the form of action and whether based on strict liability, gross negligence, negligence or any other theory of recovery at law or in equity, arising from (i) any matter pertaining to the use, non-use, occupancy, operation, management, condition, design, construction, maintenance, repair or restoration of any of the Leased Premises or Adjoining Property first arising (but expressly including any subsequent material deterioration following the Commencement Date for which Tenant shall be liable) during the Term, except to the extent arising in connection with the gross negligence or willful misconduct of Landlord or any Person described in Paragraph 30, (ii) any casualty first occurring (but expressly including any subsequent material deterioration following the Commencement Date for which Tenant shall be liable) during the Term in any manner arising from any of the Leased Premises or Adjoining Property, whether or not Indemnitee has or should have knowledge or notice of any defect or condition causing or contributing to said casualty, except to the extent arising in connection with the gross negligence or willful misconduct of Landlord or any Person described in Paragraph 30, (iii) any violation by Tenant of any provision of this Lease, the Condominium Declaration, any contract or agreement to which Tenant is a party, any Legal Requirement or any Permitted Encumbrance or any encumbrance Tenant consented to, or (iv) any alleged, threatened or actual Tenant Environmental Violation, including (A) liability for response costs and for costs of removal and remedial action incurred by the United States Government, any state or local governmental unit or any other Person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Section 107 of CERCLA, or any successor section or act or provision of any similar state or local Law, (B) liability for costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any of the other Environmental Laws and (C) liability for personal injury or property damage arising under any statutory or common-law tort theory,

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including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity.

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

               (c) The obligations of Tenant under this Paragraph 15 shall survive any termination, expiration or rejection in bankruptcy of this Lease with respect to matters that existed, arose or occurred prior to such termination, expiration or rejection.

          16. Insurance .

               (a) Tenant shall obtain, pay for and maintain the following insurance on or in connection with the Leased Premises:

                    (i) Insurance against all risk of physical loss or damage to the Improvements and Equipment as provided under "Special Causes of Loss" form coverage, and including customarily excluded perils of hail, windstorm, flood coverage for any Related Premises located in a designated flood plain, earthquake coverage for any Related Premises located in a designated earthquake zone under applicable Law and, to the extent required by Lender, terrorism insurance, in amounts not less than the actual replacement cost of the Improvements and Equipment (except that the amount of flood and earthquake coverage need not exceed $5,000,0000); provided that, if Tenant’s insurance company is unable or unwilling to include any of all of such excluded perils, Tenant shall have the option of purchasing coverage against such perils from another insurer on a "Difference in Conditions" form or through a stand-alone policy. Such policies shall contain Replacement Cost and Agreed Amount Endorsements and "Law and Ordinance" coverage (at full replacement cost). Such policies and endorsements shall contain deductibles not more than $50,000 per occurrence (or $250,000 per occurrence with respect to flood and earthquake coverage).

                    (ii) Commercial General Liability Insurance and Business Automobile Liability Insurance (including Non-Owned and Hired Automobile Liability) against claims for personal and bodily injury, death or property damage occurring on, in or as a result of the use of the Leased Premises, in an amount not less than $11,000,000 per occurrence/annual aggregate, on a claims occurrence basis, with no self insured retention or deductible, provided, however, that so long as Tenant or Guarantor has a net worth calculated in accordance with GAAP consistently applied of not less than $300,000,000, then, the insurance required under this clause (ii) may have a deductible or self-insured retention of up to $5,000,000.

                    (iii) Workers’ compensation insurance in the amount required by applicable Law and employers’ liability insurance covering all persons employed by Tenant in connection with any work done on or about any of the Leased Premises.

                    (iv) Comprehensive Boiler and Machinery/Equipment Breakdown Insurance on any of the Equipment or any other equipment on or in the Leased

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Premises, in an amount not less than $5,000,000 per accident for damage to property (and which may be carried as part of the coverage required under clause (i) above or pursuant to a separate policy or endorsement). Either such Boiler and Machinery policy or the Special Causes of Loss policy required in clause (i) above shall include at least not less $1,000,000 per incidence for Off-Premises Service Interruption, and not less than $100,000 per incidence for Expediting Expenses, Ammonia Contamination, and Hazardous Materials Clean-Up Expense and may contain a deductible not to exceed $50,000.

                    (v) Business Income/Extra Expense Insurance at limits sufficient to cover 100% of the period of indemnity not less than eighteen (18) months from time of loss. Such insurance shall name Landlord as loss payee (but only with respect to Rent payable to or for the benefit of the Landlord under this Lease), and Tenant shall receive a dollar-for-dollar credit against Rent due hereunder for any amounts received by Landlord under any such policy.

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

                    (vii) Such other insurance (or other terms with respect to any insurance required pursuant to this Paragraph 16, including without limitation amounts of coverage, deductibles, ratings, form of mortgagee clause) on or in connection with any Related Premises as Landlord or Lender may reasonably require, which at the time is usual and commonly obtained in connection with properties similar in type of building size, use and location to the applicable Related Premises or in connection with loans similar to the Loan.

               (b) The insurance required by Paragraph 16(a) shall be written by companies having a Best’s rating of A:X or above and a claims paying ability rating of A or better by Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc. or equivalent rating agency approved by Landlord and Lender in their sole discretion and are authorized to write insurance policies by, the State Insurance Department (or its equivalent) for the states in which the Leased Premises are located. The insurance policies (i) shall be for such terms as Landlord may reasonably approve and (ii) shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or any part thereof shall expire, be withdrawn, become void, voidable, unreliable or unsafe for any reason, including a breach of any condition thereof by Tenant or the failure or impairment of the capital of any insurer, or if for any other reason whatsoever said insurance shall become reasonably unsatisfactory to Landlord, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord.

               (c) Each insurance policy referred to in clauses (i), (iv), (v) and (vi) of Paragraph 16(a) shall contain standard non-contributory mortgagee clauses in favor of and acceptable to Lender. Each policy required by any provision of Paragraph 16(a), except clause (iii) thereof, shall provide that it may not be cancelled, substantially modified or allowed to lapse on any renewal date except after thirty (30) days’ prior written notice to Landlord and Lender.

               (d) Tenant shall pay as they become due all premiums for the insurance required by Paragraph 16(a), shall renew or replace each policy and deliver to

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Landlord evidence of the payment of the full premium therefor or installment then due at least ten (10) days prior to the expiration date of such policy, and shall promptly deliver to Landlord all original certificates of insurance evidencing such coverages or, if required by Lender, original or certified policies. All certificates of insurance (including liability coverage) provided to Landlord and Lender shall be on ACORD Form 27 (or its equivalent).

               (e) Anything in this Paragraph 16 to the contrary notwithstanding, any insurance which Tenant is required to obtain pursuant to Paragraph 16(a) may be carried under a "blanket" policy or policies covering other properties of Tenant or under an "umbrella" policy or policies covering other liabilities of Tenant, as applicable; provided that, such blanket or umbrella policy or policies otherwise comply with the provisions of this Paragraph 16, and upon request, Tenant shall provide to Landlord a Statement of Values which may be reviewed annually and shall be amended to the extent determined necessary by Landlord based on revised Replacement Cost Valuations. The original or a certified copy of each such blanket or umbrella policy shall promptly be delivered to Landlord upon Landlord’s request.

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

               (g) Each policy (other than workers’ compensation coverage ) shall contain an effective waiver by the carrier against all claims for payment of insurance premiums against Landlord and shall contain a full waiver of subrogation against the Landlord.

               (h) The insurance referred to in Paragraphs 16(a)(i), 16(a)(iv) and 16(a)(vi) shall name Landlord as loss payee and Lender as loss payee and mortgagee, and Tenant as its interest may appear. The insurance referred to in Paragraph 16(a)(ii) shall name Landlord and Lender as additional insureds, and the insurance referred to in Paragraph 16(a)(v) shall name Landlord as insured and Lender and Landlord as loss payee to the extent of the Rent payable to or for the benefit of Landlord as its interest appears under the Lease. The proceeds of any insurance required under Paragraph 16(a) shall be payable as follows:

                    (i) proceeds payable under clauses (ii), (iii) and (iv) of Paragraph 16(a) and proceeds attributable to the general liability coverage of Builder’s Risk insurance under clause (vi) of Paragraph 16(a) shall be payable to the Person entitled to receive such proceeds; and

                    (ii) proceeds of insurance required under clause (i) of Paragraph 16(a) and proceeds attributable to Builder’s Risk insurance (other than its general liability coverage provisions) under clause (vi) of Paragraph 16(a) shall be payable to Landlord or Lender and applied as set forth in Paragraph 17 or, if applicable, Paragraph 18.

          17. Casualty and Condemnation .

               (a) If any Casualty to a Related Premises occurs the insurance proceeds for which are reasonably estimated by Tenant to be equal to or in excess of $100,000 , Tenant shall give Landlord and Lender immediate notice thereof. So long as (i) no Event of Default exists and (ii) Tenant has not given a Termination Notice to Landlord, Tenant is hereby authorized to adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary

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proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to join with Tenant therein. Any final adjustment, settlement or compromise of any such claim which is reasonably estimated by Landlord to result in proceeds in excess of $450,000, shall be subject to the reasonable prior written approval of Landlord, and, with respect thereto, Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If any final adjustment, settlement or compromise of any such claim is reasonably estimated by Landlord to result in proceeds of less than or equal to $450,000 and so long as no Event of Default exists and Tenant has not given a Termination Notice to Landlord, then such adjustment, settlement or compromise shall not require the approval of Landlord. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides.

               (b) Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant herein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s Property, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the applicable Related Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides

        &n