LEASE AGREEMENT (LIVERMORE/PARCEL 6) BETWEEN LAM RESEARCH CORPORATION (?LRC?) AND BNP PARIBAS LEASING CORPORATION (?BNPPLC?) December 18, 2007

 

 

(ii)

(iii)

LEASE AGREEMENT
(LIVERMORE/PARCEL 6)

     This LEASE AGREEMENT (LIVERMORE/PARCEL 6) (this “ Lease ”), dated as of December 18, 2007 (the “ Effective Date ”), is made by and between BNP PARIBAS LEASING CORPORATION (“ BNPPLC ”), a Delaware corporation, and LAM RESEARCH CORPORATION (“ LRC ”), a Delaware corporation.

RECITALS

     Contemporaneously with the execution of this Lease, BNPPLC and LRC are executing a Common Definitions and Provisions Agreement (Livermore/Parcel 6) dated as of the Effective Date (the “ Common Definitions and Provisions Agreement ”), which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

     At the request of LRC and to facilitate the transactions contemplated in the other Operative Documents, BNPPLC is acquiring the Land described in Exhibit A and any existing improvements on the Land from KLA-Tencor Corporation (the “ Prior Owner ”) contemporaneously with the execution of this Lease.

     In anticipation of BNPPLC’s acquisition of the Land and other property described below, BNPPLC and LRC have reached agreement as to the terms and conditions upon which BNPPLC is willing to lease to LRC the Land and any existing Improvements and the Improvements to be constructed on the Land as hereinafter provided, and by this Lease BNPPLC and LRC desire to evidence such agreement.

GRANTING CLAUSES

     BNPPLC does hereby LEASE, DEMISE and LET unto LRC for the Term (as hereinafter defined) all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

     (1) the Land, including all interests in the Land acquired by BNPPLC from the Prior Owner;

     (2) any and all Improvements;

     (3) all easements and other rights appurtenant to the Land or to the Improvements; and

     (4) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land, and (C) any strips and gores between the Land and any abutting land that is not owned or being acquired by BNPPLC.

BNPPLC’s interest in all property described in clauses (1) through (4) above is hereinafter referred to collectively as the “ Real Property ”.

     To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC from the Prior Owner as described in Paragraph 6 below, BNPPLC also hereby grants and assigns to LRC for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

     (a) any goods, equipment, furnishings, furniture and other tangible personal property of whatever nature that are owned by BNPPLC and located on the Real Property from time to time and all renewals or replacements of or substitutions for any of the foregoing;

     (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances; and

     (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the “ Personal Property ”. The Real Property and the Personal Property (including any property described in Paragraph 6 below) are hereinafter sometimes collectively called the “ Property ”.

     However, the leasehold estate conveyed by this Lease and LRC’s rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the matters listed in Exhibit B to the Closing Certificate (including the Existing Space Leases, if any, which remain in effect upon the commencement of the Term) and all other Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

     Without limiting the foregoing, it is understood that so long as LRC continues to be entitled to possession of the Property pursuant to this Lease, LRC’s possession will extend to and include (to the exclusion of BNPPLC) not only the Improvements, but also the Land (subject only to BNPPLC’s limited right of entry on and subject to the terms and conditions set forth in this Lease), and LRC will be entitled to any benefits conferred upon the owner of the Property by Permitted Encumbrances, including the right to receive and retain rents as they become due under any Existing Space Leases which remain in effect upon the commencement of the Term

and to otherwise enforce any such Existing Space Leases during the Term of this Lease. Accordingly, it is the intent of the parties that BNPPLC will not assume or retain responsibility for the condition of the Land or the Improvements or for any obligations undertaken by LRC under the Permitted Encumbrances after the Term commences.

GENERAL TERMS AND CONDITIONS

     The Property is leased by BNPPLC to LRC and is accepted and is to be used and possessed by LRC upon and subject to the following terms and conditions:

1 Term; Lease Obligations Deferred Until Completion of Initial Improvements; Termination Prior to Lease Commencement .

     (A)  Scheduled Term; Deferral of Obligations . The term of this Lease (the “ Term ”) will commence on and include the Completion Date on which a Completion Notice is given by LRC to BNPPLC, as is required by subparagraph 2(B) of the Construction Agreement when LRC substantially completes the Construction Project, unless this Lease is terminated before the Completion Date as provided in subparagraph 1(B) or subparagraph 1(C).

     Unless extended as provided in subparagraph 1(D) or sooner terminated as expressly provided in other provisions of this Lease, the Term will end on the first Business Day of January, 2015.

     BNPPLC and LRC intend to be legally bound by this Lease when it is executed by them. They also intend, however, that this Lease will not impose any payment obligations upon either of them prior to the Completion Date. Accordingly, neither LRC nor BNPPLC will have any obligation to make any payments under this Lease until the Completion Date, and if this Lease terminates before the Completion Date pursuant to subparagraph 1(B) or subparagraph 1(C), the Term will never commence and neither party will have any obligation for payments by reason of this Lease following the termination.

     Nothing in this subparagraph 1(A) nor any other provision of this Lease will defer or terminate the rights and obligations of the parties under the other Operative Documents. Unlike this Lease, the other Operative Documents may, when executed, immediately impose payment obligations upon BNPPLC and LRC.

     (B)  Option of BNPPLC to Terminate . BNPPLC will have the option to terminate this Lease, which BNPPLC may exercise by notice to LRC, at any time after any 97-10/Meltdown Event or after BNPPLC’s receipt of a Pre-lease Force Majeure Event Notice. Such option may be exercised by BNPPLC as it deems appropriate in its sole and absolute discretion.

     (C)  Automatic Termination . If LRC elects to accelerate the Designated Sale Date (as

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provided in the definition thereof in the Common Definitions and Provisions Agreement) prior to the Completion Date, or if a Termination of LRC’s Work occurs under and as provided in the Construction Agreement before the Completion Date, then this Lease will terminate automatically before the Term begins.

     (D)  Extension of the Term . The Term may be extended at the option of LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (i) LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants to, (a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (b) an adjustment to the Rent that LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and LRC, each in its sole and absolute discretion; (ii) at the time of LRC’s exercise of its option to extend, no Default has occurred and is continuing and no Default will result from the extension; (iii) immediately prior to any such extension, this Lease must then remain in effect; and (iv) if this Lease has been assigned by LRC, then LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing LRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and LRC must have agreed upon the Rent required for any extension of the Term, neither LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, LRC and BNPPLC will each have sole and absolute discretion in making its determination, and both LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

2 Use and Condition of the Property .

     (A)  Use . Subject to the Permitted Encumbrances, LRC may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes

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incidental thereto:

     (1) uses and operations related to LRC’s business as conducted as of the Effective Date, including office, manufacturing and research and development; and

     (2) other lawful purposes approved from time to time by BNPPLC, which approval will not be unreasonably withheld after completion of the Construction Project (it being understood, however, that BNPPLC’s withholding of such approval will be reasonable if BNPPLC determines in good faith that giving the approval may materially increase BNPPLC’s risk of liability for any existing or future environmental problem).

The foregoing provisions of this subparagraph will not prevent a tenant under an Existing Space Lease executed prior to the Effective Date from using the space covered thereby for purposes expressly authorized by the terms and conditions of such Existing Space Lease.

     (B)  Condition of the Property . LRC acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS , and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. LRC also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph 16. BNPPLC will not be responsible for any latent or other defect or change of condition in the Land, Improvements or other Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC will not be required to furnish to LRC any facilities or services of any kind, including water, phone, sewer, steam, heat, gas, air conditioning, electricity, light or power.

     (C)  Consideration for and Scope of Waiver . The provisions of subparagraph 2(B) have been negotiated by BNPPLC and LRC as being consistent with the Rent payable under this Lease, and such provisions are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

     However, such exclusion of representations and warranties by BNPPLC is not intended to impair any representations or warranties made by other parties, including any architects, engineers or contractors engaged to work on the Construction Project, the benefit of which may

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pass to LRC during the Term because of the definition of Personal Property and Property above.

3 Rent .

     (A)  Base Rent Generally . On each Base Rent Date through the end of the Term, LRC must pay BNPPLC rent (“ Base Rent ”), calculated as provided below. Each payment of Base Rent must be received by BNPPLC no later than 11:00 a.m. (Central time) on the date it becomes due; if received after 11:00 a.m. (Central time) it will be considered for purposes of this Lease as received on the next following Business Day.

     (B)  Calculation of and Due Dates for Base Rent . Payments of Base Rent will be calculated and become due as follows:

     (1) Determination of Payment Due Dates Generally . For Base Rent Periods subject to a LIBOR Election of six months, Base Rent will be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends. For all other Base Rent Periods, Base Rent will be due in one installment on the Base Rent Date upon which the Base Rent Period ends.

     (2) Special Adjustments to Base Rent Payment Dates and Periods . Notwithstanding the foregoing, if LRC or any Applicable Purchaser purchases BNPPLC’s interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent will be due on the date of purchase in addition to the purchase price and other sums due to BNPPLC under the Purchase Agreement.

     (3) Base Rent Formula . Each installment of Base Rent payable for any Base Rent Period will equal the sum of:

     (a) the product of:

	•		the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times
	•		the Collateral Percentage for such Base Rent Period (which is expected to be 100% unless the parties agree to a reduction by a written amendment of the Pledge

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Agreement), times

	•		the sum of (a) the Secured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times
	•		the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by
	•		three hundred sixty, plus

     (b) the product of:

	•		the difference computed by subtracting Losses (if any) that BNPPLC suffered or incurred prior to the Term and that qualify as Pre-lease Force Majeure Losses, from the Lease Balance on the first day of such Base Rent Period, times
	•		100% minus the Collateral Percentage for such Base Rent Period, times
	•		the sum of (a) the Unsecured Spread for such Base Rent Period, plus (b) LIBOR for such Base Rent Period, times
	•		the number of days in such Base Rent Period from the preceding Base Rent Date to the Base Rent Date upon which such period ends, divided by
	•		three hundred sixty.

Assume, only for the purpose of illustration: that as of the first day of a Base Rent Period the Lease Balance is $10,000,000; that no Pre-lease Force Majeure Losses have occurred; that LIBOR for such Base Rent Period equals 4%; that the Secured Spread for such period is forty basis points (40/100 of 1%); that the Unsecured Spread for such period is one hundred basis points (100/100 of 1%); that the Collateral Percentage is 100%; and that such Base Rent Period contains exactly thirty days. Under such assumptions, Base Rent for the hypothetical Base Rent Period will equal:

{$10,000,000 x (100% x [0.40% + 4%]) x 30/360} +
{$10,000,000 x ( [100% — 100%] x [1% + 4%]) x 30/360} =
$36,666

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     (C)  Additional Rent . All amounts which LRC is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, will constitute rent (all such amounts, other than Base Rent, are herein called “ Additional Rent ”; and, collectively, Base Rent and Additional Rent are herein sometimes called “ Rent ”). It is understood, however, that neither “Additional Rent” nor “Rent,” as such terms are used in this Lease, will include any Supplemental Payment required by the Purchase Agreement.

     (D)  Administrative Fees . In addition to other amounts payable by LRC hereunder, on or before each anniversary of the Effective Date after the Completion Date and prior to the Designated Sale Date, LRC must pay BNPPLC an annual administrative fee (an “ Administrative Fee ”) in the amount confirmed by the Closing Letter. Each payment of an Administrative Fee will represent Additional Rent for the first Base Rent Period during which it first becomes due.

     (E)  No Demand or Setoff . Except as expressly provided herein, LRC must pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

     (F)  Default Interest and Order of Application . All Rent will bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC may apply any amounts paid by or on behalf of LRC against any Rent then past due in the order the same became due or in such other order as BNPPLC elects.

4 Nature of this Agreement .

     (A)  “Net” Lease Generally . Subject only to the exceptions listed in subparagraph 5(D) below, it is the intention of BNPPLC and LRC that Base Rent and other payments herein specified will be absolutely net to BNPPLC and that LRC must pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due. Further, it is understood that all amounts payable by LRC to BNPPLC under this Lease and the other Operative Documents are expressed as minimum payments to be made net of any deduction or withholding required under any Applicable Laws.

     (B)  No Termination . Except as expressly provided in this Lease itself, this Lease will not terminate, nor will LRC have any right to terminate this Lease, nor will LRC be entitled to any abatement of or setoff against the Rent, nor will the obligations of LRC under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property

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or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of LRC’s use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of LRC or of anyone claiming through or under LRC, (v) any default or breach on the part of BNPPLC under this Lease or any of the other Operative Documents or any other agreement to which BNPPLC and LRC are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) LRC’s ownership of any interest in the Property, (ix) any breach of an Existing Space Lease by the tenant thereunder, or (x) any other cause, whether similar or dissimilar to the foregoing, any existing or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of LRC hereunder be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by LRC hereunder continue to be payable in all events and that the obligations of LRC hereunder continue unaffected, unless the requirement to pay or perform the same have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, LRC waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which LRC may now or hereafter be entitled by law (including any such rights arising because of any “warranty of suitability” or other warranties implied as a matter of law) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

     (C)  Characterization of this Lease .

     (1) Both LRC and BNPPLC intend that (a) for the purposes of determining the proper accounting for this Lease by LRC, BNPPLC will be treated as the owner and landlord of the Property and LRC will be treated as the tenant of the Property, and (b) for income tax purposes and real estate, commercial law (including bankruptcy) and regulatory purposes, (i) this Lease and the other Operative Documents will be treated as a financing arrangement, (ii) BNPPLC will be deemed a lender making loans to LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (iii) LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B , LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing,

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LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning LRC or BNPPLC and in other contexts. Accordingly, LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to LRC by BNPPLC, secured by the Property.

     (2) Notwithstanding the foregoing, LRC acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or will be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, income tax, regulatory, commercial or real estate law, bankruptcy, insolvency or receivership law or any other rules or requirements concerning the tax, accounting or legal characteristics of the Operative Documents. LRC further acknowledges and agrees that it is sophisticated and knowledgeable regarding all such matters and that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

     (3) In any event, LRC will be required by subparagraph 5(C) below to indemnify and hold harmless BNPPLC and other Interested Parties from and against all additional taxes that may arise or become due because of any refusal of taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph 4(C)(1) (“ Unexpected Recharacterization Taxes ”), including any additional income or capital gain tax that may become due because of payments to BNPPLC of the purchase price upon any sale under the Purchase Agreement resulting from any insistence of such taxing authorities that BNPPLC be treated as the “true owner” of the Property for tax purposes (a “ Forced Recharacterization ”); provided, however, LRC will not be required to pay or reimburse Unexpected Recharacterization Taxes to the extent that they are, in any given tax year, eliminated or offset by actual savings to BNPPLC because of additional depreciation deductions or other tax benefits available to BNPPLC in the same year only by reason of the Forced Recharacterization.

5 Payment of Executory Costs and Losses Related to the Property .

     (A)  Local Impositions . Subject only to the exceptions listed in subparagraph 5(D) below, LRC must pay or cause to be paid prior to delinquency all Local Impositions. If requested by BNPPLC from time to time, LRC must furnish BNPPLC with receipts or other appropriate evidence showing payment of all Local Impositions at least ten days prior to the applicable delinquency date therefor.

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     Notwithstanding the foregoing, LRC may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Local Imposition, and pending such contest LRC will not be deemed in default under any of the provisions of this Lease because of the Local Imposition if (1) LRC diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) LRC causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest must be concluded and the contested Local Impositions must be paid by LRC prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken or overtly threatened against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, LRC or an Affiliate of LRC or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (B)  Increased Costs; Capital Adequacy Charges . Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) If there is any increase in the cost to BNPPLC’s Parent or any Participant (or their respective Affiliates) of agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then LRC must from time to time (after receipt of a request from BNPPLC’s Parent or the Participant as provided below) pay to BNPPLC for the account of BNPPLC’s Parent or the Participant, as the case may be, additional amounts sufficient to compensate BNPPLC’s Parent or the Participant (or their respective Affiliates) for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and LRC by BNPPLC’s Parent or the Participant, will be conclusive and binding upon LRC, absent clear and demonstrable error.

     (2) BNPPLC’s Parent or any Participant may demand additional payments (“ Capital Adequacy Charges ”) if BNPPLC’s Parent or the Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it or its Affiliates and that the amount of such capital is increased by or based upon the existence of advances made or to be made to or for BNPPLC to permit BNPPLC to maintain BNPPLC’s investment in the Property. To the extent that BNPPLC’s Parent or such Participant, as the case may be, provides a certificate or notice to BNPPLC and to LRC

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demanding Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, LRC must pay to BNPPLC for the account of BNPPLC’s Parent or such Participant the amount so demanded; provided, however, such certificate or notice must set forth the nature of the occurrence giving rise to such demand, the amount of the Capital Adequacy Charge to be paid, and the method by which such amount was determined. Any such certificate or notice will conclusive and binding upon LRC, absent clear and demonstrable error. In determining the amount of any Capital Adequacy Charges, BNPPLC’s Parent or any Participant may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

     (3) Notwithstanding the foregoing provisions of this subparagraph 5(B), LRC will not be obligated to pay any claim for compensation pursuant to this subparagraph 5(B) that arises or accrues (a) as a result of any change in the rating assigned to BNPPLC’s Parent or any Participant (or their respective Affiliates) making the claim by rating agencies or bank regulators in regard to BNPPLC’s Parent’s or such Participant’s (or their respective Affiliates’) creditworthiness, record keeping or failure to comply with Applicable Laws(including U.S. banking regulations applicable to subsidiaries of a bank holding company), or (b) more than nine months prior to the date LRC is notified of the intent of BNPPLC’s Parent or such Participant to make a claim for such charges; provided, that if the Banking Rules Change which results in a claim for compensation is retroactive, then the nine month period will be extended to include the period of the retroactive effect of such Banking Rules Change. Further, BNPPLC will cause BNPPLC’s Parent to use, and will ask any Participant to use, commercially reasonable efforts to reduce or eliminate any claim for compensation pursuant to this subparagraph 5(B), including a change in the office of BNPPLC’s Parent or the Participant, as the case may be, through which it provides and maintains Funding Advances if such change will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of BNPPLC’s Parent or such Participant, be otherwise disadvantageous to it. Nothing in this subparagraph will be construed to require BNPPLC’s Parent or any Participant to create any new office through which to make or maintain Funding Advances.

     (4) Any amount required to be paid by LRC under this subparagraph 5(B) will be due ten Business Days after a notice requesting such payment is received by LRC from BNPPLC’s Parent or a Participant, as applicable.

     (C)  LRC’s Payment of Other Losses; General Indemnification . Subject only to the exceptions listed in subparagraph 5(D) below:

     (1) Agreement to Indemnify . As directed by BNPPLC, LRC must pay,

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reimburse, indemnify, defend, protect and hold harmless BNPPLC and all other Interested Parties from and against all Losses (including Environmental Losses) asserted against or incurred or suffered by any of them at any time and from time to time by reason of, in connection with, arising out of, or in any way related to the following:

	•		the ownership or alleged ownership of any interest in the Property or the Rent;
	•		the purchase, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, possession, use, operation, maintenance, management, rental, lease, sublease, repossession, condition (including defects, whether or not discoverable), destruction, repair, alteration, modification, restoration, addition or substitution, storage, transfer of title, redelivery, return, sale or other disposition of all or any part of or interest in the Property;
	•		the imposition of any Lien (or incurring of any liability to refund or pay over any amount as a result of any Lien) against all or any part of or interest in the Property;
	•		any failure of the Property or LRC itself to comply with Applicable Laws;
	•		Existing Space Leases or other Permitted Encumbrances or any violation thereof;
	•		Hazardous Substance Activities, including those occurring prior to the Term;
	•		the enforcement of the Operative Documents;
	•		the making or maintenance of Funding Advances;
	•		the breach by LRC of this Lease, any other Operative Document or any other document executed by LRC pursuant to or in connection with any Operative Document; or
	•		any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever.

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LRC’s obligations under this indemnity will apply whether or not any Interested Party is also indemnified as to the applicable Loss by another Interested Party and whether or not the Loss arises or accrues because of any condition of the Property or other circumstance concerning the Property prior to the Effective Date.

Further, in the event, for income tax purposes, an Interested Party must include in its taxable income any payment or reimbursement from LRC which is required by this indemnity (in this provision, the “ Original Indemnity Payment ”), and yet the Interested Party is not entitled during the same taxable year to a corresponding and equal deduction from its taxable income for the Loss paid or reimbursed by such Original Indemnity Payment (in this provision, the “ Corresponding Loss ”), then LRC must also pay to such Interested Party on demand the additional amount (in this provision, the “ Additional Indemnity Payment ”) needed to gross up the Original Indemnity Payment for any and all resulting additional income taxes. That is, LRC must pay the minimum Additional Indemnity Payment needed so that the Corresponding Loss (computed net of the reduction, if any, of the Interested Party’s income taxes because of credits or deductions that are attributable to the Interested Party’s payment or deemed payment of the Corresponding Loss and that are recognized for tax purposes in the same taxable year during which the Interested Party must recognize the Original Indemnity Payment as income) will not exceed the difference computed by subtracting (i) all income taxes (determined for this purpose based on the highest marginal income tax rates charged to corporations by federal, state and local tax authorities, as applicable, for the relevant period or periods) imposed because of the receipt or constructive receipt of the Original Indemnity Payment and the Additional Indemnity Payment, from (ii) the sum of the Original Indemnity Payment and the Additional Indemnity Payment. (With regard to any payment or reimbursement of an Original Indemnity Payment, “ After Tax Basis ” means that such payment or reimbursement is or will be made together with the additional amount needed to gross up such Original Indemnity Payment as described in this provision.)

     (2) Scope of Indemnities and Releases . Every indemnity and release provided in this Lease and the other Operative Documents for the benefit of BNPPLC or other Interested Parties, including the indemnity set forth in subparagraph 5(C)(1), will apply even if and when the subject matter of the indemnity or release arises out of or results from the negligence or strict liability of BNPPLC or any other Interested Party. Further, all such indemnities and releases will apply even if insurance obtained by LRC or required of LRC by this Lease or the other Operative

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Documents is not adequate to cover Losses against or for which the indemnities and releases are provided. (However, LRC’s liability for any failure to obtain insurance required by this Lease or the other Operative Documents will not be limited to Losses against which indemnities are provided, it being understood that the parties have agreed upon insurance requirements for reasons that extend beyond providing a source of payment for Losses against which BNPPLC and other Interested Parties may be indemnified by LRC.)

     (3) Nonexclusive List of Costs Covered by Indemnity. Costs and expenses for which LRC is responsible on an After Tax Basis pursuant to this subparagraph 5(C) will include all of the following, except to the extent that the following are included in the Initial Advance or in the calculation of any Break Even Price or Make Whole Amount paid to BNPPLC pursuant to the Purchase Agreement:

	•		appraisal fees;
	•		Uniform Commercial Code search fees;
	•		filing and recording fees;
	•		inspection fees and expenses;
	•		brokerage fees and commissions;
	•		survey fees;
	•		title policy premiums and escrow fees;
	•		any Breakage Costs;
	•		Attorneys’ Fees incurred by BNPPLC with respect to the drafting, negotiation, administration or enforcement of this Lease or the other Operative Documents; and
	•		all taxes (except Excluded Taxes) related to the Property or to the transactions contemplated in the Operative Documents.

     (4) Defense and Settlement of Indemnified Claims .

     (a) By notice to LRC BNPPLC may direct LRC to assume on behalf of BNPPLC or any other Interested Party and to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or

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investigation included in or concerning any Loss for which LRC is responsible pursuant to subparagraph 5(C)(1). LRC must promptly comply with any such direction using counsel selected by LRC and reasonably satisfactory to BNPPLC to represent BNPPLC or the applicable Interested Party. In the event LRC fails to promptly comply with any such direction from BNPPLC, BNPPLC or any other affected Interested Party may contest or settle the claim, proceeding or investigation using counsel of its own selection at LRC’s expense.

     (b) Also, although subparagraph 5(D)(3) will apply to tort claims asserted against any Interested Party related to the Property, the right of an Interested Party to be indemnified pursuant to this subparagraph 5(C) for taxes or other payments made to satisfy governmental requirements (“ Government Mandated Payments ”) will not be conditioned in any way upon LRC having consented to or approved of, or having been provided with an opportunity to defend against or contest, such Government Mandated Payments.

     (5) Payments Due . Any amount to be paid by LRC under this subparagraph 5(C) will be due ten Business Days after a notice requesting such payment is given to LRC, subject to any applicable contest rights expressly granted to LRC by other provisions of this Lease.

     (6) Survival . LRC’s obligations under this subparagraph 5(C) will survive the termination or expiration of this Lease with respect to Losses suffered by any Interested Party on or prior to, or by reason of any actual or alleged occurrence or circumstances on or prior to, the later of the dates upon which (a) this Lease terminates or expires, or (b) LRC surrenders possession and control of the Property.

     (D)  Exceptions and Qualifications to Indemnities .

     (1) Exceptions . BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require LRC to pay or reimburse:

	•		Excluded Taxes; or
	•		Losses incurred or suffered by any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or
	•		Losses that result from any Liens Removable by BNPPLC; or

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	•		Local Impositions or other Losses contested, if and so long as they are contested, by LRC in accordance with any of the provisions of this Lease or other Operative Documents which expressly authorize such contests; or
	•		Losses incurred or suffered by any of the Participants in connection with the negotiation or execution of the Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or
	•		transaction expenses or other Losses caused by or necessary to accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of clause (4) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement .

     (2) Notice of Claims . If an Interested Party receives a written notice of a claim for taxes or a claim alleging a tort or other unlawful conduct that the Interested Party believes is covered by the indemnity in subparagraph 5(C)(1), then such Interested Party will be expected to promptly furnish a copy of such notice to LRC. The failure to so provide a copy of the notice will not excuse LRC from its obligations under subparagraph 5(C)(1); except that if such failure continues for more than fifteen Business Days after the notice is received by such Interested Party and LRC is unaware of the matters described in the notice, with the result that LRC is unable to assert defenses or to take other actions which could minimize its obligations, then LRC will be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide LRC with a copy of a notice of an overdue tax obligation covered by the indemnity set out in subparagraph 5(C)(1) and LRC is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties, interest and other additional costs covered by the indemnity in excess of the penalties, interest and costs that would have accrued if LRC had been promptly provided with a copy of the notice, then LRC will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay such excess penalties, interest or other costs attributable to such delay.

     (3) Settlements Without the Prior Consent of LRC .

     (a) Except as otherwise provided in subparagraph 5(D)(3)(b), if any

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Interested Party settles any tort claim for which it is entitled to be indemnified by LRC without LRC’s consent (which consent will not be unreasonably withheld), then LRC may, by notice given to the Interested Party no later than ten Business Days after LRC is notified of the settlement, elect to pay Reasonable Settlement Costs to the Interested Party in lieu of a payment or reimbursement of actual settlement costs. (With respect to any tort claim asserted against an Interested Party, “ Reasonable Settlement Costs ” means the maximum amount that a prudent Person in the position of the Interested Party, but able to pay any amount, might reasonably agree to pay to settle the tort claim, taking into account the nature and amount of the claim, the relevant facts and circumstances known to such Interested Party at the time of settlement and the additional Attorneys Fees’ and other costs of defending the claim which could be anticipated but for the settlement.) After making an election to pay Reasonable Settlement Costs with regard to a particular tort claim and a particular Interested Party, LRC will have no right to rescind or revoke the election, despite any subsequent determination that Reasonable Settlement Costs exceed actual settlement costs.

     (b) Notwithstanding the foregoing, LRC will have no right to elect to pay Reasonable Settlement Costs in lieu of actual settlement costs if an Interested Party settles claims without LRC’s consent at any time when an Event of Default has occurred and is continuing or after a failure by LRC to conduct with due diligence and in good faith the defense of and the response to any claim, proceeding or investigation as provided in subparagraph 5(C)(4)(a).

     (c) Except as provided in this subparagraph 5(D)(3), no settlement by any Interested Party of any claim made against it will excuse LRC from any obligation to indemnify the Interested Party against the settlement costs or other Losses suffered by reason of, in connection with, arising out of, or in any way related to such claim.

     (4) Defense of Tax Claims . This Lease does not grant to LRC any right to control the defense of or contest any tax claim for which an Interested Party may have a right to indemnity under subparagraph 5(C), other than the right to contest Local Impositions as provided in subparagraph 5(A), nor does this Lease grant to LRC the right to inspect the income tax returns, books or records of any Interested Party. Nevertheless, if a tax claim is asserted against BNPPLC for which it is entitled to be indemnified pursuant to subparagraph 5(C), BNPPLC will consider in good faith any defenses and strategies proposed by LRC with regard to such claim. Further, if any such tax claim is asserted against BNPPLC which involves assertions that apply not only to the transactions contemplated by this Lease, but also to other similar transactions in which BNPPLC has participated, then BNPPLC will not settle the claim on a basis that results

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in a disproportionately greater tax burden with respect to the transactions contemplated herein than with respect to such other similar transactions. For example, if taxing authorities assert that both this Lease and other comparable lease agreements made by BNPPLC are not financing arrangements as intended by the parties thereto, and on the basis of such assertions the taxing authorities claim that BNPPLC owes income taxes which are not Excluded Taxes, then BNPPLC will not settle the claim in a manner that would cause LRC’s liability under subparagraph 5(C) to be disproportionately greater than the indemnity obligation of another similarly situated tenant of BNPPLC under another lease agreement with an indemnity provision comparable to subparagraph 5(C). Also, BNPPLC will not grant to another tenant the right to dictate to BNPPLC the tax position BNPPLC must take in regard to the Property or the Operative Documents, except that BNPPLC may include provisions comparable to the foregoing in other leases to assure other tenants against a disproportionately greater burden than LRC will bear in regard to any settlement of a tax claim by BNPPLC.

     (E)  Collection on Behalf of Participants . BNPPLC may, on behalf of any Participant or its Affiliates, collect any amount that becomes due from LRC to such Participant or its Affiliates pursuant to subparagraph 5(B) or 5(C), in which case BNPPLC will be obligated to such Participant in respect of the collected amount as provided in the Participation Agreement. Alternatively, as provided in the Participation Agreement, BNPPLC may assign the right to collect any such amount to such Participant, in which case the Participant will be entitled to collect the same directly from LRC without in any way impairing or affecting BNPPLC’s rights to collect other amounts from LRC under this Lease or the other Operative Documents.

6 Items Included in the Property . The Land and all Improvements on the Land from time to time will be included in the “Property” covered by this Lease. Further, as provided in the Construction Agreement, to the extent heretofore or hereafter acquired by LRC (in whole or in part) with any portion of the Initial Advance or with any Construction Advances or with other funds for which LRC receives reimbursement from the Initial Advance or Construction Advances, all furnishings, furniture, chattels, permits, licenses, franchises, certificates and other personal property of whatever nature will be deemed to have been acquired on behalf of BNPPLC by LRC and will constitute “Property” covered by this Lease, as will all renewals or replacements of or substitutions for any such Property. Upon request of BNPPLC, LRC will deliver to BNPPLC an inventory describing all significant items of Personal Property (and, in the case of tangible personal property, showing the make, model, serial number and location thereof), with a certification by LRC that such inventory is true and complete and that all items specified in the inventory are covered by this Lease free and clear of any Lien other than the Permitted Encumbrances or Liens Removable by BNPPLC.

7 Environmental .

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     (A)  Environmental Covenants by LRC .

     (1) LRC will not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work.

     (2) LRC will not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (i) storm water runoff, (ii) waste water discharges through a publicly owned treatment works, (iii) discharges that are a necessary part of any Remedial Work, and (iv) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws.

     (3) Following any discovery that Remedial Work is required by Environmental Laws or is otherwise reasonably believed by BNPPLC to be required, LRC must promptly perform and diligently and continuously pursue such Remedial Work.

     (4) If requested by BNPPLC in connection with any Remedial Work required by this subparagraph, LRC must retain environmental consultants reasonably acceptable to BNPPLC to evaluate any significant new information generated during LRC’s implementation of the Remedial Work and to discuss with LRC whether such new information indicates the need for any additional measures that LRC should take to protect the health and safety of persons (including employees, contractors and subcontractors and their employees) or to protect the environment. LRC must implement any such additional measures to the extent required with respect to the Property by Environmental Laws or otherwise reasonably believed by BNPPLC to be required.

     (B)  Right of BNPPLC to do Remedial Work Not Performed by LRC . If LRC’s failure to perform any Remedial Work required as provided in subparagraph 7(A) continues beyond the Environmental Cure Period (as defined below), BNPPLC may, in addition to any other remedies available to it, conduct all or any part of the Remedial Work. To the extent that Remedial Work is done by BNPPLC pursuant to the preceding sentence (including any removal of Hazardous Substances), the cost thereof will be a demand obligation owing by LRC to BNPPLC. As used in this subparagraph, “ Environmental Cure Period ” means the period ending on the earliest of: (1) ninety days after LRC is notified of the breach which must be cured within such period, (2) the date that any writ or order is issued for the levy or sale of any property owned by BNPPLC (including the Property) because of such breach, (3) the date that any criminal action is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of

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or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a net price to BNPPLC (when taken together with any Supplemental Payment paid by LRC pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

     (C)  Environmental Inspections and Reviews . BNPPLC reserves the right to retain environmental consultants to review any report prepared by LRC or to conduct BNPPLC’s own investigation to confirm whether LRC is complying with the requirements of this Paragraph 7. LRC grants to BNPPLC and to BNPPLC’s agents, employees, consultants and contractors the right to enter upon the Property during reasonable hours and after reasonable notice to inspect the Property and to perform such tests as BNPPLC deems reasonably necessary or appropriate to review or investigate Hazardous Substances in, on, under or about the Property or any discharge or reasonably suspected discharge of Hazardous Substances into groundwater or surface water from the Property. LRC must promptly reimburse BNPPLC for the fees of its environmental consultants and the costs of any such inspections and tests. Without limiting the foregoing, BNPPLC will be entitled to reimbursement for the fees of any consultant engaged as provided in this subparagraph or for the costs of any inspections or test undertaken as provided in this subparagraph if BNPPLC engages the consultant or orders the inspections or tests in any of the following circumstances: (1) an Event of Default has occurred and is continuing at the time of such engagement, tests or inspections; (2) LRC has not exercised the Purchase Option and BNPPLC has retained the consultant to establish the condition of the Property prior to any conveyance thereof pursuant to the Purchase Agreement or to the expiration of this Lease; (3) BNPPLC has retained the consultant to satisfy any regulatory requirements applicable to BNPPLC or its Affiliates; (4) BNPPLC has retained the consultant because it has reason to believe, and does in good faith believe, that a significant violation of Environmental Laws concerning the Property has occurred; or (5) BNPPLC has retained the consultant because BNPPLC has been notified of a possible violation of Environmental Laws concerning the Property by any Governmental Authority having jurisdiction.

     (D)  Communications Regarding Environmental Matters .

     (1) LRC must promptly advise BNPPLC of (i) any discovery known to LRC of any event or circumstance which would render any representations of LRC in any of the Operative Documents concerning environmental matters materially inaccurate or misleading if made at the time of such discovery, (ii) any Remedial Work (or change in Remedial Work) required or undertaken by LRC or its Affiliates in response to any (A) discovery of any Hazardous Substances on, under or about the Property other than Permitted Hazardous Substances or (B) any claim for damages resulting from Hazardous Substance Activities, (iii) any discovery known to LRC of any occurrence or condition on any real property adjoining or in the vicinity of the Property which would or could

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reasonably be expected to cause the Property or any part thereof to be subject to any ownership, occupancy, transferability or use restrictions under Environmental Laws, or (iv) any investigation or inquiry known to LRC of any failure or alleged failure by LRC to comply with Environmental Laws affecting the Property by any Governmental Authority responsible for enforcing Environmental Laws. In such event, LRC will deliver to BNPPLC within thirty days after BNPPLC’s request, a preliminary written environmental plan setting forth a general description of the action that LRC proposes to take with respect thereto, if any, to bring the Property into compliance with Environmental Laws or to correct any breach by LRC of this Paragraph 7, including any proposed Remedial Work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as BNPPLC may reasonably request.

     (2) LRC will provide BNPPLC with copies of all material written communications with Governmental Authorities relating to the matters listed in the preceding clause (1). LRC will also provide BNPPLC with copies of any correspondence from third Persons which threaten litigation over any significant failure or alleged significant failure of LRC to maintain or operate the Property in accordance with Environmental Laws.

     (3) Prior to LRC’s submission of a communication to any regulatory agency or third party which causes, or potentially could cause (whether by implementation of or response to said communication), a material change in the scope, duration, or nature of any Remedial Work, LRC must, to the extent practicable, deliver to BNPPLC a draft of the proposed submission (together with the proposed date of submission), and in good faith assess and consider any comments of BNPPLC regarding the same. Promptly after BNPPLC’s request, LRC will meet with BNPPLC to discuss the submission, will provide any additional information reasonably requested by BNPPLC and will provide a written explanation to BNPPLC addressing the issues raised by comments (if any) of BNPPLC regarding the submission.

8 Insurance Required and Condemnation .

     (A)  Liability Insurance . Throughout the Term LRC must maintain commercial general liability insurance against claims for bodily and personal injury, death and property damage occurring in or upon or resulting from any occurrence in or upon the Property under one or more insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each liability insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum

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Insurance Requirements.

     (B)  Property Insurance .

     (1) Throughout the Term LRC must keep all Improvements (including all alterations, additions and changes made to the Improvements) insured against fire and other casualty under one or more property insurance policies that satisfy the Minimum Insurance Requirements. LRC must deliver and maintain with BNPPLC for each property insurance policy required by this Lease written confirmation of the policy and the scope of the coverage provided thereby issued by the applicable insurer or its authorized agent, which confirmation must also satisfy the Minimum Insurance Requirements.

     (2) If any of the Property is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance is required hereunder, (a) BNPPLC may, but will not be obligated to, make proof of loss if not made promptly by LRC after notice from BNPPLC, (b) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to BNPPLC (or, if so instructed by BNPPLC, to LRC) for application as required by Paragraph 9, and (c) BNPPLC will be entitled, in its own name or in the name of LRC or in the name of both, to settle, adjust or compromise any and all claims for loss, damage or destruction under any policy or policies of insurance; except that, if any such claim is for less than $500,000 and no Event of Default has occurred and is continuing, during the Term LRC alone will have the right to settle, adjust or compromise the claim as LRC deems appropriate; and, except that, during the Term, so long as no Event of Default has occurred and is continuing, BNPPLC must provide LRC with at least forty-five days notice of BNPPLC’s intention to settle any such claim before settling it unless LRC has already approved of the settlement by BNPPLC.

     (3) BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any insurance proceeds.

     (4) If any casualty results in damage to or loss or destruction of the Property, LRC must give prompt notice thereof to BNPPLC and Paragraph 9 will apply.

     (C)  Failure to Obtain Insurance . If LRC fails to obtain any insurance or to provide confirmation of any such insurance as required by this Lease, BNPPLC will be entitled (but not required) to obtain the insurance that LRC has failed to obtain or for which LRC has not provided the required confirmation and, without limiting BNPPLC’s other remedies under the circumstances, BNPPLC may require LRC to reimburse BNPPLC for the cost of such insurance and to pay interest thereon computed at the Default Rate from the date such cost was paid by

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BNPPLC until the date of reimbursement by LRC.

     (D)  Condemnation . Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property or any portion thereof, or any other similar governmental or quasi-governmental proceedings arising out of injury or damage to the Property or any portion thereof, each party will promptly notify the other (provided, however, BNPPLC will have no liability for its failure to provide such notice) of the pendency of such proceedings. LRC must, at its expense, diligently prosecute any such proceedings and must consult with BNPPLC, its attorneys and experts and cooperate with them as reasonably requested in the carrying on or defense of any such proceedings. BNPPLC is hereby authorized, in its own name or in the name of LRC or in the name of both, at any time after the Term expires or when an Event of Default has occurred and is continuing, but not otherwise without LRC’s prior consent, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award concerning condemnation of any of the Property. BNPPLC will not in any event or circumstances be liable or responsible for failure to collect, or to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards.

     Notwithstanding the foregoing provisions of this subparagraph, if condemnation proceeds totaling not more than $500,000 are to be recovered as a result of a taking of less than all or substantially all of the Property, LRC may directly receive and hold such proceeds during the Term, so long as no Event of Default has occurred and is continuing and LRC applies such proceeds as required herein.

     (E)  Waiver of Subrogation . LRC, for itself and for any Person claiming through it (including any insurance company claiming by way of subrogation), waives any and every claim which arises or may arise in its favor against BNPPLC or any other Interested Party to recover Losses for which LRC is compensated by insurance or would be compensated by the insurance contemplated in this Lease, but for any deductible or self-insured retention maintained under such insurance or but for a failure of LRC to maintain the insurance as required by this Lease. LRC agrees to have such insurance policies properly endorsed so as to make them valid notwithstanding this waiver, if such endorsement is required to prevent a loss of insurance.

9 Application of Insurance and Condemnation Proceeds .

     (A)  Collection and Application of Insurance and Condemnation Proceeds Generally . This Paragraph 9 will govern the application of proceeds received by BNPPLC or LRC during the Term from any third party (1) under any property insurance policy as a result of damage to the Property (including proceeds payable under any insurance policy covering the Property which is maintained by LRC), (2) as compensation for any restriction placed upon the use or development of the Property or for the condemnation of the Property or any portion thereof, or (3) because of any judgment, decree or award for injury or damage to the Property ( e.g. ,damage

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resulting from a third party’s release of Hazardous Materials onto the Property); excluding, however, any funds paid to BNPPLC by BNPPLC’s Parent, by another Affiliate of BNPPLC or by any Participant that is made to compensate BNPPLC for any Losses BNPPLC may suffer or incur in connection with this Lease or the Property. Except as provided in subparagraph 9(C), LRC must promptly pay over to BNPPLC any insurance, condemnation or other proceeds covered by this Paragraph 9 which LRC may receive from any insurer, condemning authority or other third party. Except as provided in subparagraph 9(C), all proceeds covered by this Paragraph 9, including those received by BNPPLC from LRC or third parties, will be applied as follows:

     (1) First, proceeds covered by this Paragraph 9 will be used to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred to collect the proceeds.

     (2) Second, the proceeds remaining after such reimbursement to BNPPLC (hereinafter, the “ Remaining Proceeds ”) will be applied, as hereinafter more particularly provided, either as a Qualified Prepayment or to reimburse LRC or BNPPLC for the actual out-of-pocket costs of repairing or restoring the Property. Until, however, any Remaining Proceeds received by BNPPLC are applied by BNPPLC as a Qualified Prepayment or applied by BNPPLC to reimburse costs of repairs to or restoration of the Property pursuant to this Paragraph 9, BNPPLC will hold and maintain such Remaining Proceeds as Escrowed Proceeds in an interest bearing account, and all interest earned on such account will be added to and made a part of such Escrowed Proceeds.

     (B)  Advances of Escrowed Proceeds to LRC . Except as otherwise provided below in this Paragraph 9, BNPPLC will advance all Remaining Proceeds held by it as Escrowed Proceeds to reimburse LRC for the actual out-of-pocket cost to LRC of repairing or restoring the Property in accordance with the requirements of this Lease and the other Operative Documents as the applicable repair or restoration, progresses. So long as any Lease Balance remains outstanding, however, BNPPLC will not be required to pay Escrowed Proceeds to LRC in excess of the actual out-of-pocket cost to LRC of the applicable repair or restoration, as evidenced by invoices or other documentation reasonably satisfactory to BNPPLC, it being understood that BNPPLC may retain and, after LRC has completed the applicable repair or restoration and been reimbursed for the out-of-pocket cost thereof, apply any such excess (or so much thereof as is needed to reduce the Lease Balance to zero) as a Qualified Prepayment.

     (C)  Right of LRC to Receive and Apply Remaining Proceeds Below a Certain Level . If, during the Term, any condemnation of any portion of the Property or any casualty resulting in the diminution, destruction, demolition or damage to any portion of the Property reduces the then current “AS IS” market value of the Property by less than $2,000,000 and is not expected to result in condemnation or insurance proceeds of more than $2,000,000, and if no Event of

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Default has occurred and is continuing, then BNPPLC will, upon LRC’s request, instruct the condemning authority or insurer, as applicable, to pay the insurance or condemnation proceeds resulting therefrom directly to LRC. LRC must apply any such proceeds as follows: (i) first, to reimburse BNPPLC for any Attorneys’ Fees or other reasonable costs and expenses that BNPPLC incurred in connection with the condemnation or casualty that resulted in such proceeds or the pursuit of claims related thereto; (ii) second, to the repair or restoration of the Property to a safe and secure condition and to a value of no less than the value before the taking or casualty; and (iii) if any such proceeds remain after application as provided in the preceding clauses (i) and (ii), then to make a Qualified Prepayment to BNPPLC.

     (D)  Special Provisions Applicable After the Term Expires or an Event of Default . Notwithstanding the foregoing, after the Term expires or when any Event of Default has occurred and is continuing, BNPPLC will be entitled to receive and collect all insurance, condemnation or other proceeds governed by this Paragraph 9 and to apply all Remaining Proceeds, when and to the extent deemed appropriate by BNPPLC in its sole discretion, either (A) to the reimbursement of LRC or BNPPLC for the out-of-pocket cost of repairing or restoring the Property, or (B) as Qualified Prepayments. Further, if the Remaining Proceeds paid to BNPPLC with respect to any damage or destruction of the Property are reduced by reason of any insurance deductible or self-insured retention, LRC must pay to BNPPLC upon demand an additional amount equal to the full amount of such deductible or self insured retention, whereupon the additional amount paid will be added to the Remaining Proceeds and applied as such by BNPPLC in accordance with the provisions of this Lease.

     (E)  LRC’s Obligation to Restore . Regardless of the adequacy of any Remaining Proceeds available to LRC hereunder, if on or after the Completion Date the Property is damaged by fire or other casualty or less than all or substantially all of the Property is taken by condemnation, LRC must promptly (and in any event, prior to the Designated Sale Date) either: (1) restore or improve the Property or the remainder thereof to a value no less than the Lease Balance and to a reasonably safe and sightly condition, or (2) restore the Property or remainder thereof to a reasonably safe and sightly condition and pay to BNPPLC for application as a Qualified Prepayment the amount (if any), as determined by BNPPLC, needed to reduce the Lease Balance to no more than the then current “AS IS” market value of the Property or remainder thereof.

     (F)  Takings of All or Substantially All of the Property on or after the Completion Date . In the event of any taking of all or substantially all of the Property on or after the Completion Date, BNPPLC will be entitled to apply all Remaining Proceeds (or so much thereof as is required to reduce the Lease Balance to zero) as a Qualified Prepayment. Any taking of so much of the Property as, in BNPPLC’s good faith judgment, makes it impracticable to restore or improve the remainder thereof as required by part (1) of the preceding subparagraph will be considered a taking of substantially all the Property for purposes of this Paragraph 9.

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10 Additional Representations, Warranties and Covenants of LRC Concerning the Property . LRC represents, warrants and covenants as follows:

     (A)  Operation and Maintenance . LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to LRC, or to BNPPLC and forwarded by it to LRC, then for purposes of the preceding sentence, LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, LRC must promptly furnish a copy of such notice or claim to BNPPLC.

     (B)  Debts for Construction, Maintenance, Operation or Development . LRC must cause all debts and liabilities incurred in the construction, maintenance, operation or development of the Property, including invoices for labor, material and equipment and all debts and charges for utilities servicing the Property, to be promptly paid.

     (C)  Repair, Maintenance, Alterations and Additions . LRC must keep the Property in good order, operating condition and appearance and must cause all necessary repairs, renewals and replacements to be promptly made. LRC will not allow any of the Property to be materially misused, abused or wasted. Further, LRC will not, without the prior consent of BNPPLC, make new Improvements or alter Improvements in any way that could have a material, adverse impact

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on the value of the Property, after completion of the Work contemplated in the Construction Agreement.

     Without limiting the foregoing, LRC must notify BNPPLC before making any significant alterations to the Improvements, regardless of the impact on the value of the Property expected to result from such alterations.

     (D)  Permitted Encumbrances . LRC must comply with and will cause to be performed all of the covenants, agreements and obligations imposed upon the owner of any interest in the Property by the Permitted Encumbrances. Without limiting the foregoing, LRC must cause all amounts to be paid when due, the payment of which is secured by any Lien against the Property created by the Permitted Encumbrances. Without the prior consent of BNPPLC, LRC will not enter into, initiate, approve or consent to any modification of any Permitted Encumbrance that would create or expand or purport to create or expand obligations or restrictions which would encumber BNPPLC’s interest in the Property or be binding upon BNPPLC itself.

     (E)  Books and Records Concerning the Property . LRC must keep books and records that are accurate and complete in all material respects for the Property and, subject to Paragraph 19, must permit all such books and records (including all contracts, statements, invoices, bills and claims for labor, materials and services supplied for the construction and operation of any Improvements) to be inspected and copied by BNPPLC during reasonable business hours.

11 Assignment and Subletting by LRC .

     (A)  BNPPLC’s Consent Required . Without the prior consent of BNPPLC, LRC will not assign, transfer, mortgage, pledge or hypothecate this Lease or any interest of LRC hereunder and will not sublet all or any part of the Property, by operation of law or otherwise, except as follows:

     (1) During the Term, so long as no Event of Default has occurred and is continuing, LRC may sublet (a) to Affiliates of LRC, or (b) any useable space in then existing and completed building Improvements to Persons who are not LRC’s Affiliates, subject to the conditions that (i) any such sublease by LRC must be made expressly subject and subordinate to the terms hereof, (ii) the sublease must have a term equal to or less than the remainder of the then effective Term of this Lease, and (iii) the use permitted by the sublease must be expressly limited to uses consistent with subparagraph 2(A) or other uses approved in advance by BNPPLC as uses that will not present any extraordinary risk of uninsured environmental or other liability.

     (2) During the Term, so long as no Event of Default has occurred and is

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continuing, LRC may assign all of its rights under this Lease and the other Operative Documents to an Affiliate of LRC, subject to the conditions that (a) the assignment must be in writing and must unconditionally provide that the Affiliate assumes all of LRC’s obligations hereunder and thereunder, and (b) LRC must execute an unconditional guaranty of the obligations assumed by the Affiliate in form satisfactory to BNPPLC, confirming (x) that notwithstanding the assignment LRC will remain primarily liable for all of the obligations undertaken by LRC under the Operative Documents, (y) that such guaranty is a guaranty of payment and performance and not merely of collection, and (z) that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties.

     (B)  Standard for BNPPLC’s Consent to Assignments and Certain Other Matters . Consents and approvals of BNPPLC which are required by this Paragraph 11 will not be unreasonably withheld, but LRC acknowledges that BNPPLC’s withholding of such consent or approval will be reasonable if BNPPLC determines in good faith that (1) giving the approval may increase BNPPLC’s risk of liability for any existing or future environmental problem, (2) giving the approval is likely to substantially increase BNPPLC’s administrative burden of complying with or monitoring LRC’s compliance with the requirements of this Lease, or (3) any transaction for which LRC has requested the consent or approval would negate LRC’s representations in the Operative Documents regarding ERISA or cause any of the Operative Documents (or any exercise of BNPPLC’s rights thereunder) to constitute a violation of any provision of ERISA. Further, LRC acknowledges that BNPPLC may reasonably require, as a condition to giving its consent to any assignment by LRC, that LRC execute an unconditional guaranty providing that LRC will remain primarily liable for all of the tenant’s obligations hereunder and under other Operative Documents. Any such guaranty must be a guaranty of payment and not merely of collection, must provide that LRC waives to the extent permitted by Applicable Law all defenses otherwise available to guarantors or sureties, and must otherwise be in a form satisfactory to BNPPLC.

     (C)  Consent Not a Waiver . No consent by BNPPLC to a sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or LRC’s interest hereunder, and no assignment or subletting of the Property or any part thereof in accordance with this Lease or otherwise with BNPPLC’s consent, will release LRC from liability hereunder; and any such consent will apply only to the specific transaction thereby authorized and will not relieve LRC from any requirement of obtaining the prior consent of BNPPLC to any further sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or any interest of LRC hereunder.

12 Assignment by BNPPLC .

     (A)  Restrictions on Transfers . Except by a Permitted Transfer, BNPPLC will not assign, transfer, mortgage, pledge, encumber or hypothecate this Lease or the other Operative

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Documents or any interest of BNPPLC in and to the Property during the Term without the prior consent of LRC, which consent LRC may withhold in its sole discretion.

     (B)  Effect of Permitted Transfer or other Assignment by BNPPLC . If by a Permitted Transfer BNPPLC sells or otherwise transfers the Property and assigns to the transferee all of BNPPLC’s rights under this Lease and under the other Operative Documents, and if the transferee expressly assumes all of BNPPLC’s obligations under this Lease and under the other Operative Documents, then BNPPLC will thereby be released from any obligations arising after such assumption under this Lease or under the other Operative Documents (other than any liability for a breach of any continuing obligation to provide Construction Advances under the Construction Agreement), and LRC must look solely to each successor in interest of BNPPLC for performance of such obligations.

13 BNPPLC’s Right to Enter and to Perform for LRC .

     (A)  Right to Enter . BNPPLC and BNPPLC’s representatives may enter the Property for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Lease or the other Operative Documents.

     (B)  Performance for LRC . If LRC fails to perform any act or to take any action required of it by this Lease or the Closing Certificate, or to pay any money which LRC is required by this Lease or the Closing Certificate to pay, then in addition to any other remedies specified herein or otherwise available, BNPPLC may, perform or cause to be performed such act or take such action or pay such money. Any expenses so incurred by BNPPLC, and any money so paid by BNPPLC, will be a demand obligation owing by LRC to BNPPLC. Further, upon making such payment, BNPPLC will be subrogated to all of the rights of the person, corporation or body politic receiving such payment. But nothing herein will imply any duty upon the part of BNPPLC to do any work which under any provision of this Lease LRC may be required to perform, and the performance thereof by BNPPLC will not constitute a waiver of LRC’s default. BNPPLC may during the progress of any such work by BNPPLC keep and store upon the Property all necessary materials, tools, and equipment. BNPPLC will not in any event be liable for inconvenience, annoyance, disturbance, loss of business, or other damage to LRC or the subtenants or invitees of LRC by reason of the performance of any such work, or on account of bringing materials, supplies and equipment into or through the Property during the course of such work, and the obligations of LRC under this Lease will not thereby be excused in any manner.

14 Remedies .

     (A)  Traditional Lease Remedies . At any time after an Event of Default, BNPPLC will

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be entitled at BNPPLC’s option (and without limiting BNPPLC in the exercise of any other right or remedy BNPPLC may have, and without any further demand or notice except as expressly described in this subparagraph 14(A)), to exercise any one or more of the following remedies:

     (1) By notice to LRC, BNPPLC may terminate LRC’s right to possession of the Property. However, only a notice clearly and unequivocally confirming that BNPPLC has elected to terminate LRC’s right of possession will be effective for purposes of this provision.

     (2) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1) and without further demand or notice, BNPPLC may re-enter the Property in any manner not prohibited by Applicable Laws and take possession of all improvements, additions, alterations, equipment and fixtures thereon and remove any persons in possession thereof. Any personal property on the Land may be removed and stored in a warehouse or elsewhere, and in such event the cost of any such removal and storage will be at the expense and risk of and for the account of LRC.

     (3) Upon termination of LRC’s right to possession as provided in the immediately preceding subsection (1), this Lease will terminate and BNPPLC may recover from LRC damages which include the following:

     (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (b) costs and expenses actually incurred by BNPPLC to repair damage to the Property that LRC was obligated to (but failed to) repair prior to the termination;

     (c) the sum of the following (“ Lease Termination Damages ”):

     1) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that LRC proves could have been reasonably avoided;

     2) the worth at the time of award of the amount by which the unpaid Rent for the balance of the scheduled Term after the time of award exceeds the amount of such rental loss that LRC proves could be reasonably avoided;

     3) any other amount necessary to compensate BNPPLC for all

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the detriment proximately caused by LRC’s failure to perform LRC’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including the costs and expenses of preparing and altering the Property for reletting and all other costs and expenses of reletting (including Attorneys’ Fees, advertising costs and brokers’ commissions), and

     (d) such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

The “ worth at the time of award ” of the amounts referred to in subparagraph 14(A)(3)(a) and subparagraph 14(A)(3)(c)1) will be computed by allowing interest at the Default Rate. The “ worth at the time of award ” of the amount referred to in subparagraph 14(A)(3)(c)2) will be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Notwithstanding the foregoing, the total Lease Termination Damages which BNPPLC may recover from LRC will be limited in amount to the extent required, if any, to prevent the sum of recoverable Lease Termination Damages, plus any Supplemental Payment that BNPPLC has received or remains entitled to recover pursuant to the Purchase Agreement, from being more than the Maximum Remarketing Obligation; provided, however , if a Supplemental Payment is owed to BNPPLC according to the Purchase Agreement, but LRC fails to pay it, this limitation upon BNPPLC’s right to recover Lease Termination Damages will be of no effect. For purposes of this provision, “Maximum Remarketing Obligation” is intended to have the meaning assigned to it in the Purchase Agreement and is intended to be computed as of the date any award of Lease Termination Damages to BNPPLC as if such date was the Designated Sale Date.

     (4) Even after a breach of this Lease or abandonment of the Property by LRC, BNPPLC may continue this Lease in force and recover Rent as it becomes due. Accordingly, despite any breach or abandonment by LRC, this Lease will continue in effect for so long as BNPPLC does not terminate LRC’s right to possession, and BNPPLC may enforce all of BNPPLC’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease. LRC’s right to possession will not be deemed to have been terminated by BNPPLC except pursuant to subparagraph 14(A)(1) hereof. The following will not constitute a termination of LRC’s right to possession:

     (a) acts of maintenance or preservation or efforts to relet the Property;

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     (b) the appointment of a receiver upon the initiative of BNPPLC to protect BNPPLC’s interest under this Lease; or

     (c) reasonable withholding of consent to an assignment or subletting, or terminating a subletting or assignment by LRC.

     (B)  Foreclosure Remedies . At any time after an Event of Default, BNPPLC may pursue remedies described in Exhibit B , regardless of whether the Event of Default is continuing, if LRC has not already purchased the Property or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement. Without limiting the foregoing, (i) BNPPLC will have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell or arrange for a sale to foreclose its lien and security interest granted in Exhibit B for the recovery of the Lease Balance and any other amounts owed by LRC under the Operative Documents, and (ii) BNPPLC, in lieu of or in addition to exercising any power of sale granted in Exhibit B , may proceed by a suit or suits in equity or at law, whether for a foreclosure or sale of the Property, or against LRC for the Lease Balance and any other amounts owed by LRC under the Operative Documents, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure or sale of the Property, or for the enforcement of any other appropriate legal or equitable remedy.\

     (C)  Enforceability . This Paragraph 14 will be enforceable to the maximum extent not prohibited by Applicable Laws, and the unenforceability of any provision in this Paragraph will not render any other provision unenforceable.

     (D)  Remedies Cumulative . No right or remedy herein conferred upon or reserved to BNPPLC is intended to be exclusive of any other right or remedy, and each and every such right and remedy will be cumulative and in addition to any other right or remedy given to BNPPLC under this Lease or other Operative Documents or now or hereafter existing in favor of BNPPLC under Applicable Laws, except as otherwise expressly provided in the last provision of subparagraph 14(A)(3) above. In addition to other remedies provided in this Lease, BNPPLC will be entitled, to the extent permitted by Applicable Law or in equity, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree compelling performance of any of the other covenants, agreements, conditions or provisions of this Lease to be performed by LRC, or to any other remedy allowed to BNPPLC at law or in equity. Nothing contained in this Lease will limit or prejudice the right of BNPPLC to prove for and obtain in proceedings for bankruptcy or insolvency of LRC by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. Without limiting the generality of the

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foregoing, nothing contained herein will modify, limit or impair any of the rights and remedies of BNPPLC under the Purchase Agreement. However, to prevent a double recovery, BNPPLC acknowledges that BNPPLC’s right to recover Lease Termination Damages may be limited by the last provision of subparagraph 14(A)(3) above in the event BNPPLC collects or remains entitled to collect a Supplemental Payment as provided in the Purchase Agreement.

15 Default by BNPPLC . If BNPPLC should default in the performance of any of its obligations under this Lease, BNPPLC will have the time reasonably required, but in no event less than thirty days, to cure such default after receipt of notice from LRC specifying such default and specifying what action LRC believes is necessary to cure the default. BNPPLC’s failure to cure any such default within such time permitted for cure may render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such default will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

16 Quiet Enjoyment . Provided LRC pays Base Rent and all Additional Rent payable hereunder as and when due and payable and keeps and fulfills all of the terms, covenants, agreements and conditions to be performed by LRC hereunder, BNPPLC will not during the Term disturb LRC’s peaceable and quiet enjoyment of the Property; however, such enjoyment will be subject to the terms and conditions of this Lease, to the Existing Space Leases and other Permitted Encumbrances and to any other claims not constituting Liens Removable by BNPPLC. Any breach by BNPPLC of this Paragraph will render BNPPLC liable to LRC for any monetary damages proximately caused thereby, but as more specifically provided in subparagraph 4(B) above, no such breach will entitle LRC to terminate this Lease or excuse LRC from its obligation to pay Rent.

17 Surrender Upon Termination . Unless LRC or an Applicable Purchaser is purchasing or has purchased BNPPLC’s entire interest in the Property pursuant to the terms of the Purchase Agreement, LRC must, upon the termination of LRC’s right to occupancy or expiration of the Term, surrender to BNPPLC the Property, including Improvements constructed by LRC and fixtures and furnishings included in the Property, free of all deferred maintenance, Hazardous Substances (including Permitted Hazardous Substances) and tenancies and with all Improvements in substantially the same condition as of the date the same were initially completed. Any movable furniture or movable personal property belonging to LRC or any party claiming under LRC, if not removed at the time of such termination and if BNPPLC so elects, will be deemed abandoned and become the property of BNPPLC without any payment or offset therefor. If BNPPLC does not so elect, BNPPLC may remove such property from the Property and store it at LRC’s risk and expense. LRC must bear the expense of repairing any damage to the Property caused by such removal by BNPPLC or LRC.

18 Holding Over by LRC . Should LRC not purchase BNPPLC’s right, title and interest in

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the Property as provided in the Purchase Agreement, but nonetheless continue to hold the Property after the termination of this Lease without objection by BNPPLC, whether such termination occurs by lapse of time or otherwise, such holding over will constitute and be construed as a tenancy from day to day only on and subject to all of the terms, provisions, covenants and agreements on the part of LRC hereunder. No payments of money by LRC to BNPPLC after the termination of this Lease will reinstate, continue or extend the Term of this Lease and no extension of this Lease after the termination thereof will be valid unless and until the same is reduced to writing and signed by both BNPPLC and LRC.

19 Proprietary Information and Confidentiality .

     (A)  Proprietary Information . LRC will have no obligation to provide proprietary information (as defined in the next sentence) to BNPPLC, except and to the extent (1) expressly required by other terms and conditions of the Operative Documents, or (2) requested by BNPPLC in connection with any inspection of the Property pursuant to the various provisions hereof and, in BNPPLC’s reasonable determination, required to allow BNPPLC to accomplish the purposes of such inspection. (Before LRC delivers any such proprietary information in connection with any inspection of the Property, LRC may require that BNPPLC confirm and ratify the confidentiality agreements covering such proprietary information set forth herein.) For purposes of this Lease and the other Operative Documents, “ proprietary information ” means LRC’s intellectual property, trade secrets and other confidential information of value to LRC (including, among other things, information about LRC’s manufacturing processes, products, marketing and corporate strategies) that (1) is received by any representative of BNPPLC at the time of any on-site visit to the Property or (2) otherwise delivered to BNPPLC by or on behalf of LRC and labeled “proprietary” or “confidential” or by some other similar designation to identify it as information which LRC considers to be proprietary or confidential.

     (B)  Confidentiality . BNPPLC will endeavor in good faith to use reasonable precautions to keep confidential any proprietary information that BNPPLC may receive from LRC or otherwise discover with respect to LRC or LRC’s business in connection with the administration of this Lease or any investigation by BNPPLC hereunder. This provision will not, however, render BNPPLC liable for any disclosures of proprietary information made by it or its employees or representatives, unless the disclosure is intentional and made for no reason other than to damage LRC’s business. Also, this provision will not apply to disclosures: (i) specifically and previously authorized in writing by LRC; (ii) to any assignee of BNPPLC as to any interest in the Property so long as such assignee has agreed in writing to use its reasonable efforts to keep such information confidential in accordance with the terms of this paragraph; (iii) to legal counsel, accountants, auditors, environmental consultants and other professional advisors to BNPPLC so long as BNPPLC informs such persons in writing (if practicable) of the confidential nature of such information and directs them to treat such information confidentially; (iv) to regulatory officials having jurisdiction over BNPPLC or BNPPLC’s Parent (although the

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disclosing party will request confidential treatment of the disclosed information, if practicable); (v) as required by legal process (although the disclosing party will request confidential treatment of the disclosed information, if practicable); (vi) of information which has previously become publicly available through the actions or inactions of a person other than BNPPLC not, to BNPPLC’s knowledge, in breach of an obligation of confidentiality to LRC; (vii) to any Participant so long as the Participant is bound by and has not repudiated a confidentiality provision concerning LRC’s proprietary information set forth in the Participation Agreement; or (vii) that are reasonably believed by BNPPLC to be necessary or helpful to the determination or enforcement of any contractual or other rights which BNPPLC has or may have against LRC or its Affiliates or which BNPPLC has or may have concerning the Property (provided, that BNPPLC must cooperate with LRC as LRC may reasonably request to mitigate any risk that such disclosures will result in subsequent disclosures of proprietary information which are not necessary or helpful to any such determination or enforcement; such cooperation to include, for example, BNPPLC’s agreement not to oppose a motion by LRC to seal records containing proprietary information in any court proceeding initiated because of a dispute between the parties over the Property or the Operative Documents).

Notwithstanding any other contrary provision contained in this Agreement or any related agreements between BNPPLC and LRC, they may each (and each of their respective employees, representatives or other agents) may disclose, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement or the other Operative Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws.

20 Recording Memorandum . Contemporaneously with the execution of this Lease, the parties will execute and record a memorandum of this Lease for purposes of effecting constructive notice to all Persons of LRC’s rights hereunder.

21 Independent Obligations Evidenced by Other Operative Documents . LRC acknowledges and agrees that nothing contained in this Lease will limit, modify or otherwise affect any of LRC’s obligations under the other Operative Documents, which obligations are intended to be separate, independent and in addition to, and not in lieu of, the obligations set forth herein. Further, in the event of any inconsistency between the express terms and provisions of the Purchase Agreement and the express terms and provisions of this Lease, the express terms and provisions of the Purchase Agreement will control.

[The signature pages follow.]

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     IN WITNESS WHEREOF, this Lease Agreement (Livermore/Parcel 6) is executed to be effective as of December 18, 2007.

Lease Agreement (Livermore/Parcel 6) — Signature Page

[Continuation of signature pages for Lease Agreement (Livermore/Parcel 6) dated as of December 18, 2007]

Lease Agreement (Livermore/Parcel 6) — Signature Page

Exhibit A

Legal Description

PARCEL 6, AS SAID PARCEL IS SHOWN ON THE PARCEL MAP 7341 FILED IN BOOK 268 OF PARCEL MAPS AT PAGE 85, ALAMEDA COUNTY RECORDS.

A.P.N. 903-0010-017

Exhibit B

California Foreclosure Provisions

Without limiting any of the provisions set forth in the body of this Lease or other attachments to this Lease, the following provisions are included in and made a part of this Lease for all purposes:

GRANT OF LIEN AND SECURITY INTEREST.

     LRC, for and in consideration of the sum of Ten Dollars ($10.00) to LRC in hand paid by Lloyd G. Cox, Trustee, of Dallas County, Texas (in this Exhibit called the “ Trustee ”), in order to secure the recovery of the Lease Balance by BNPPLC and the payment of all of the other obligations, covenants, agreements and undertakings of LRC under this Lease, the Purchase Agreement or other Operative Documents (in this Exhibit called the “ Secured Obligations ”), does hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to the Trustee, IN TRUST WITH POWER OF SALE, for the benefit of BNPPLC, the Land, together with (i) all the buildings and other improvements now on or hereafter located thereon; (ii) any equipment, fixture or other property whatsoever now or hereafter attached or affixed to or installed in said buildings and other improvements in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, including, but not limited to, all heating, plumbing, lighting, water heating, refrigerating, incinerating, ventilating and air conditioning equipment, utility lines and equipment (whether owned individually or jointly with others), sprinkler systems, fire extinguishing apparatus and equipment, water tanks, engines, machines, elevators, motors, cabinets, shades, blinds, partitions, window screens, screen doors, storm windows, awnings, drapes, and floor coverings, and all fixtures, accessions and appurtenances thereto, and all renewals or replacements of or substitutions for any of the foregoing, all of which are hereby declared to be permanent fixtures and accessions to the freehold and part of the realty conveyed herein as security for the obligations mentioned hereinabove; (iii) all easements and rights of way now and at any time hereafter used in connection with any of the foregoing property or as a means of ingress to or egress from the Land or for utilities to said property; (iv) all interests of LRC in and to any streets, ways, alleys and/or strips of land adjoining said land or any part thereof; (v) all rents, issues, profits, royalties, bonuses, income and other benefits derived from or produced by the Land or Improvements; (vi) all leases or subleases of the Land or Improvements or any part thereof now or hereafter in effect, including all security or other deposits, advance or prepaid rents, and deposits or payments of similar nature; (vii) all options to purchase or lease the Land or Improvements or any part thereof or interest therein, and any greater estate in the Land or Improvements now owned or hereafter acquired by LRC; (viii) all right, title, estate and interest of every kind and nature, at law or in equity, which LRC now has or may hereafter acquire in the Land or Improvements; and (ix) all other claims and demands with respect to the Land or Improvements or the Collateral (as hereinafter defined), including all claims or demands to all proceeds of all insurance now or hereafter in effect with respect to the Land, Improvements or Collateral, all awards made for the taking by condemnation or the power of eminent domain, or by any

proceeding or purchase in lieu thereof, of the Land, Improvements or Collateral, or any part thereof, or any damage or injury thereto, all awards resulting from a change of grade of streets, and all awards for severance damages; and (vi) all rights, estates, powers and privileges appurtenant or incident to the foregoing.

     TO HAVE AND TO HOLD the foregoing property (in this Exhibit called the “Mortgaged Property”) unto the Trustee, IN TRUST, and his successors or substitutes in this trust and to his or their successors and assigns upon the terms, provisions and conditions herein set forth for the benefit of BNPPLC.

     In order to secure the Secured Obligations, LRC also hereby grants to BNPPLC a security interest in: all components of the Property which constitute personalty, whether owned by LRC now or hereafter, and all fixtures, accessions and appurtenances thereto now or hereafter attached to or affixed to or installed in the Mortgaged Property in a manner that causes it to be part of, or integral and necessary to the operation of, the real property, and all renewals or replacements of or substitutions for any of the foregoing (including all building materials and equipment now or hereafter delivered to said premises and intended to be installed or in or incorporated as part of the Improvements); all rents and other amounts from and under leases of all or any part of the Property; all issues, profits and proceeds from all or any part of the Property; all proceeds (including premium refunds) of each policy of insurance relating to the Property; all proceeds from the taking of the Property or any part thereof or any interest therein or right or estate appurtenant thereto by eminent domain or by purchase in lieu thereof; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; all plans, specifications, maps, surveys, reports, architectural, engineering and construction contracts, books of account, insurance policies and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Property; all proceeds and other amounts paid or owing to LRC under or pursuant to any and all contracts and bonds relating to the construction, erection or renovation of the Property; and all oil, gas and other hydrocarbons and other minerals produced from or allocated to the Property and all products processed or obtained therefrom, the proceeds thereof, and all accounts and general intangibles under which such proceeds may arise, together with any sums of money that may now or at any time hereafter become due and payable to LRC by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount of any kind or character arising under any and all present and future oil, gas and mining leases covering the Property or any part thereof (all of the property described in this section are collectively called the “ Collateral ” in this Exhibit) and all proceeds of the Collateral. (The Mortgaged Property and the Collateral are in this Exhibit sometimes collectively called the “ Security ”.)

FORECLOSURE BY POWER OF SALE

     Upon the occurrence of any Event of Default, the Trustee, its successor or substitute, and/or BNPPLC is authorized and empowered to execute all written notices then required by law

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 2

to cause the Security to be sold under power of sale to satisfy the Secured Obligations. Trustee will give and record such notices as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after giving all required notices has elapsed, Trustee, without notice to or demand upon LRC except as otherwise required by law, will sell the Security at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as BNPPLC or Trustee in its sole discretion may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at the time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). LRC will have no right to direct the order in which the Security is sold or to require that the Security be sold in separate lots or parcels or items. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property is less than the aggregate of the indebtedness secured hereby and the expense of executing this trust as provided herein, the rights and remedies of BNPPLC hereunder and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that LRC will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. Subject to requirements and limits imposed by law, including California Civil Code § 2924g, Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale and from time to time may postpone the sale by public announcement at the time and place fixed by the preceding postponement. Any person or entity, including Trustee, LRC or BNPPLC, may purchase at the sale, and LRC hereby covenants to warrant and defend the title of such purchaser or purchasers. Trustee will deliver to the purchaser at such sale a deed conveying the Security or portion thereof so sold, but without any covenant or warranty, express or implied. At any such sale (i) LRC hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee of any matters or facts stated therein, including without limitation, the identity of BNPPLC, the occurrence or existence of any default, the acceleration of the maturity of any of the Secured Obligations, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution and application of the money realized therefrom, and the due and proper appointment of a substitute Trustee and any other act or thing duly done by BNPPLC or by Trustee hereunder, will be taken by all courts of law and equity as prima facie evidence that the statement or recitals state facts and are without further question to be so accepted as conclusive proof of the truthfulness thereof, and LRC hereby ratifies and confirms every act that Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof; and (ii) the purchaser may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of any of the Operative Documents, and may take immediate possession of the Security free from, and despite the terms, of, such grant of easement and rental

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 3

or lease contract.

BNPPLC may elect to cause the Security or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, BNPPLC may elect to treat any portion of the Security which consists of a right in action or which is property that can be severed from the Security without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of the real property. Any sale of any personal property hereunder will be conducted in any manner permitted by the California Uniform Commercial Code (in this Exhibit called the “ UCC ”). Where any portion of the Security consists of real property and personal property or fixtures, whether or not such personal property is located on or within the real property, BNPPLC may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property and fixtures, in such order and manner as is now or hereafter permitted by applicable law. Without limiting the generality of the foregoing, BNPPLC may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted by the UCC; and if BNPPLC elects to sell both personal property and real property together as permitted by the UCC, the power of sale herein granted will be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by BNPPLC, and Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property. Where any portion of the Security consists of real property and personal property, any reinstatement of the Secured Obligations, following default and an election by BNPPLC to accelerate the maturity of said obligations, which is made by LRC or any other person or entity permitted to exercise the right of reinstatement under § 2924c of the California Civil Code or any successor statute, will, in accordance with the terms of UCC, not prohibit BNPPLC or Trustee from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the UCC, nor will any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to BNPPLC in effecting any reinstatement pursuant to § 2924c of the California Civil Code will be applied to the indebtedness secured hereby, and to BNPPLC’s reasonable costs and expenses in the manner required by § 2924c. Should BNPPLC elect to sell any portion of the Security which is real property, or which is personal property or fixtures that BNPPLC has elected to sell together with the real property in accordance with the laws governing a sale of real property, BNPPLC or Trustee will give such notice of default and election to sell as may then be required by law, and without the necessity of any demand on LRC, Trustee, at the time(s) and place(s) specified in the notice of sale, will sell said real property, and all estate, right, title, interest, claim and demand therein, and equity and right of redemption thereof, at such times and places as required or permitted by law, upon such terms as BNPPLC or Trustee may fix and specify in

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 4

the notice of sale or as may be required by law. If the Security consists of several lots, parcels or items of property, BNPPLC may: (i) designate the order in which such lots, parcels or items will be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner BNPPLC deems in its best interest. Should BNPPLC desire that more than one sale or other disposition of the Mortgaged Property be conducted, BNPPLC may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or on such different days or times and in such order as BNPPLC may deem to be in its best interests, and no such sale will exhaust the power of sale herein granted or terminate or otherwise affect the lien granted by LRC herein on, or the security interests of BNPPLC in, any part of the Security not sold, until all of the indebtedness secured hereby has been fully paid and satisfied. In the event BNPPLC elects to dispose of the Security through more than one sale, LRC agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to BNPPLC and Trustee, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by BNPPLC and Trustee (or either of them) in connection with such sale or sale, together with interest on all such advances made by BNPPLC and Trustee (or either of them) at the Default Rate.

JUDICIAL FORECLOSURE

     This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of California or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument.

BNPPLC AS PURCHASER

     BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC.

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 5

UNIFORM COMMERCIAL CODE REMEDIES

     Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the Collateral under the California UCC, as amended, and in conjunction with, in addition to or in substitution for those rights and remedies:

     (a) BNPPLC may enter upon the Land to take possession of, assemble and collect the Collateral or to render it unusable; and

     (b) BNPPLC may require LRC to assemble the Collateral and make it available at a place BNPPLC designates which is mutually convenient to allow BNPPLC to take possession or dispose of the Collateral; and

     (c) written notice mailed to LRC as provided herein ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and

     (d) any sale made pursuant to the provisions of this section will be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with the sale of the Mortgaged Property under power of sale as provided herein upon giving the same notice with respect to the sale of the Collateral hereunder as is required for such sale of the Mortgaged Property under power of sale; and

     (e) in the event of a foreclosure sale, whether made by the Trustee exercising the power of sale granted herein, or under judgment of a court, the Collateral and the Mortgaged Property may, at the option of BNPPLC, be sold as a whole; and

     (f) it will not be necessary that BNPPLC take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it will not be necessary that the Collateral or any part thereof be present at the location of such sale; and

     (g) prior to application of proceeds of disposition of the Collateral to the Secured Obligations, such proceeds will be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney’s fees and legal expenses incurred by BNPPLC; and

     (h) any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Secured Obligations or as to the occurrence of any Event of Default, or as to BNPPLC having declared any of the Secured Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 6

been duly given, or as to any other act or thing having been duly done by BNPPLC, will be taken as prima facie evidence of the truth of the facts so stated and recited; and

     (i) BNPPLC may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by BNPPLC, including the sending of notices and the conduct of the sale, but in the name and on behalf of BNPPLC.

APPOINTMENT OF A RECEIVER

     In addition to all other remedies herein provided for, if any Event of Default occurs or continues after the Designated Sale Date, BNPPLC will as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Security, whether such receivership be incident to a proposed sale of such property or otherwise, and without regard to the adequacy of the security or the value of the Security or the solvency of any person or persons liable for the payment of the Secured Obligations, and LRC does hereby irrevocably consent to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees not to oppose any application therefor by BNPPLC, but nothing herein is to be construed to deprive BNPPLC of any other right, remedy or privilege it may now have under the law to have a receiver appointed. Any such receiver or receivers will have all of the usual powers and duties of receivers in like or similar cases and will continue as such and exercise all such powers until the date of confirmation of sale of the Security unless such receivership is sooner terminated. Any money advanced by BNPPLC in connection with any such receivership will be a demand obligation owing by LRC to BNPPLC and will bear interest from the date of making such advancement by BNPPLC until paid at the Default Rate and will be a part of the Secured Obligations and will be secured by this lien and by any other instrument securing the Secured Obligations.

PROVISIONS CONCERNING THE TRUSTEE

     Trustee accepts this trust when a Short Form Lease or memorandum referencing the provisions of this Exhibit, duly executed and acknowledged, is made a public record as provided by law. The trust hereby created will be irrevocable by LRC.

     In the event the Trustee takes any action pursuant to the provisions of this Exhibit, LRC must pay to Trustee reasonable compensation for services rendered in the administration of this trust, which will be in addition to any required reimbursement for Attorney’s Fees or other expenses.

     BNPPLC may appoint a substitute to replace and act as the Trustee hereunder in any manner now or hereafter provided by law, or in lieu thereof, BNPPLC may from time to time, by an instrument in writing, appoint substitutes as successor or successors to any Trustee named

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 7

herein or acting hereunder, which instrument, executed and acknowledged by BNPPLC and recorded in the Office of the Recorder of the county in which the Property is located, will be conclusive proof of proper substitution of such successor Trustee or Trustees, who will thereupon and without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers and duties. Such instrument must contain the name of the original LRC, Trustee and BNPPLC hereunder, the instrument number of this Deed of Trust, and the name and address of the successor Trustee. In the event the Secured Obligations are at any time owned by more than one person or entity, the holder or holders of not less than a majority in the amount of such Secured Obligations will have the right and authority to make the appointment of a successor or substitute trustee provided for in the preceding sentences. Such appointment and designation by BNPPLC or by the holder or holders of not less than a majority of the Secured Obligations will be full evidence of the right and authority to make the same and of all facts therein recited. If BNPPLC is a corporation and such appointment is executed in its behalf by an officer of such corporation, such appointment will be conclusively presumed to be executed with authority and will be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Upon the making of any such appointment and designation, all of the estate and title of the Trustee in the Security will vest in the named successor or substitute trustee and he will thereupon succeed to and will hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee; but nevertheless, upon the written request of BNPPLC or of the successor or substitute Trustee, the Trustee ceasing to act must execute and deliver an instrument transferring to such successor or substitute Trustee all of the estate and title in the Security of the Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Trustee, and must duly assign, transfer and deliver any of the properties and moneys held by said Trustee hereunder to said successor or substitute Trustee. All references herein to the Trustee will be deemed to refer to the Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. LRC hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, do lawfully by virtue hereof.

     THE TRUSTEE WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY THE TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING THE TRUSTEE’S NEGLIGENCE), EXCEPT FOR THE TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee will, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and the Trustee will be under no liability for interest on any moneys received by him hereunder. LRC WILL REIMBURSE THE TRUSTEE FOR, AND INDEMNIFY AND SAVE HIM HARMLESS AGAINST, ANY AND ALL LIABILITY AND

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 8

EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH MAY BE INCURRED BY HIM IN THE PERFORMANCE OF HER DUTIES HEREUNDER (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM THE TRUSTEE’S OWN NEGLIGENCE). The foregoing indemnity will not terminate upon release, foreclosure or other termination of this instrument.

MISCELLANEOUS

     BNPPLC may resort to any security given by this instrument or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to BNPPLC in its sole and uncontrolled discretion, and any such action will not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this instrument.

     To the full extent LRC may do so, LRC agrees that LRC will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force pertaining to the rights and remedies of sureties or redemption, and LRC, for LRC and LRC’s successors and assigns, and for any and all persons ever claiming any interest in the Security, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the whole of the Secured Obligations, notice of election to mature or declare due the whole of the Secured Obligations and all rights to a marshaling of the assets of LRC, including the Security, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. LRC will not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right of BNPPLC under the terms of this instrument to a sale of the Security for the collection of the Secured Obligations without any prior or different resort for collection, or the right of BNPPLC under the terms of this instrument to the payment of the Secured Obligations out of the proceeds of sale of the Security in preference to every other claimant whatever. If any law referred to in this section and now in force, of which LRC or LRC’s successors and assigns and such other persons claiming any interest in the Security might take advantage despite this provision, is hereafter repealed or ceases to be in force, such law shall not thereafter be deemed to preclude the application of this provision.

     In the event there is a foreclosure sale hereunder and at the time of such sale LRC or LRC’s successors or assigns or any other persons claiming any interest in the Security by, through or under LRC are occupying or using the Security, or any part thereof, each and all will immediately become the tenant of the purchaser at such sale. Such tenancy will be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. In the event the tenant fails to surrender possession of said property upon demand, the purchaser

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 9

will be entitled to institute and maintain an action to obtain possession in any court of competent jurisdiction in California.

     LRC agrees to pay BNPPLC for each statement of BNPPLC (as beneficiary) regarding the obligations secured hereby the maximum fee allowed by law or, if there is no maximum fee, such reasonable fee as is then charged by BNPPLC for rendering such statement.

     Notwithstanding any contrary provisions regarding the giving of notices in the Common Definitions or Provisions Agreement or other Operative Documents, any service of a notice required by California Civil Code § 2924 will be considered complete when the requirements of that statute are met.

     All rights of action under this Exhibit be enforced by BNPPLC or Trustee without the possession of any instruments secured hereby and without the production thereof or of this Lease or other Operative Documents at any trial or other proceeding relative thereto.

Exhibit B to Lease Agreement (Livermore/Parcel 6) — Page 10

 

 

 

TABLE OF CONTENTS
(Continued)

(iii)

(iv)