UNITARY NET LEASE AGREEMENT

UNITARY NET LEASE AGREEMENT

LEASE AGREEMENT (the “ Lease ”) made as of this 25 th day of September, 2009 by and between GTY MD LEASING, INC., a Delaware corporation (hereinafter called “ Lessor ”), having its principal office at 125 Jericho Turnpike, Suite 103, Jericho, New York 11753 and WHITE OAK PETROLEUM, LLC, a Delaware limited liability company (hereinafter called “ Lessee ”), with an office at 6820B Commercial Drive, Springfield, VA  22151-4201.

This Lease constitutes a single, unitary, indivisible, non-severable lease of all the Premises (as hereinafter defined). This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression "unitary lease" to describe this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of the parties in regard to an integral part of this transaction.  To accomplish the creation of an indivisible lease, the parties intend that from an economic point of view the Sites (as hereinafter defined) leased pursuant to this Lease constitute one economic unit and that the Fixed Annual Rent (as hereinafter defined) and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the Sites covered by this Lease as a single, composite, inseparable transaction. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement and termination provisions and assignment and subletting, shall apply equally and uniformly to all the Premises as one unit and are not severable. A default of any of the terms or conditions of this Lease occurring with respect to any Site shall be a default under this Lease with respect to all the Premises. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Lessor and Lessee to create a unitary lease shall be preserved and maintained. For the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Premises covered hereby. The Lease is intended to be a true lease and not a secured financing for Lessee.

In addition to the capitalized words and phrases defined elsewhere in this Lease when first used, the following capitalized terms shall have the meanings ascribed to them below:

A.      “ Default Rate ” shall mean an annual rate of interest equal to the greater of (i) five percent (5%) per annum over the Wall Street Journal (or any successor publication) prime rate, or (ii) eighteen percent (18%) per annum; provided, however, that in no event shall the Default Rate exceed the highest lawful rate of interest that may be charged on past due amounts due under this Lease.

B.      “ Equipment” shall mean that certain equipment listed on Schedule “C” annexed hereto.

C.      “Fixed Annual Rent” shall have the meaning set forth on Schedule “B” annexed hereto and by this reference made a part hereof.  

D .      “Premises” shall mean the building(s), improvements and real property located in Prince George’s County, Maryland and Howard County, Maryland (each a “ Site ” and collectively, the “ Sites ”), each as more fully described on Schedule "A" annexed hereto and by this reference made a part hereof, as the same may be amended from time to time, in accordance with and subject to the provisions of Section 44 of this Lease.  

E.      “Primary Use”   shall mean the operation of a service station and convenience store selling gasoline and/or diesel fuel, automobile repair services, sales of all motor fuel, petroleum, alternative fuels, ethanol and other fuel and fuel-related products, and related uses, which may include a car wash facility, if applicable, and sales of any legal goods or products typical of a convenience store with on-site fuel sales, including but not limited to the sale of prepared foods, dry goods, newspapers, magazines, sundry items, alcohol, tobacco and similar items, including a quick service restaurant; provided, however, that the term “Primary Use” shall not include, with respect to any Site, any use which is prohibited by (i) the certificate of occupancy pertaining to such Site and/or zoning rules and regulations applicable to such Site and/or (ii) any restrictions set forth in any instrument governing such Site, including, without limitation, any deed restriction, restrictive covenant, easement or declaration in effect as of the date of this Lease and any Approved Easement (as hereinafter defined).

F.      “ PSA Documents ” shall mean collectively: (i) that certain Agreement of Purchase and Sale dated as of December 19, 2008 (the “PSA”)by and between EXXONMOBIL OIL CORPORATION and EXXON MOBIL CORPORATION (collectively “ Seller ”) and DAG ENTERPRISES, INC. (“ Purchaser ”) with respect to the sale and purchase of certain service station properties and other property located in the Commonwealth of Virginia, District of Columbia and the State of Maryland, (ii) that certain Closing Side Letter between Seller and Purchaser, dated June 16, 2009; (iii) that certain Closing Side Letter II between Seller and Purchaser, dated August 5, 2009, (iv) that certain Closing Side Letter III between Seller and Purchaser, dated of even date herewith; (iv) that certain Side Letter to PSA between Seller and Purchaser, dated July 31, 2009, (v) the Kleinfelder Agreement (as defined at Section 22 (c)), (vi) that certain Remediation Funding Agreement, dated on or about the date hereof, by and among Seller, Purchaser and Branch Banking and Trust Company, and (vi) without limiting the specific agreements detailed in the foregoing clauses (i) through (vi) inclusive any and all written agreements executed by Seller, Purchaser, Guarantor, Lessor and Lessee in connection with the transactions contemplated by the terms of this Lease.  Further, the term “Purchaser” for the purposes of this Lease shall include any affiliates of Purchaser, Lessee and/or Guarantor or any of their affiliates that are obligated by any written agreement entered into in connection with the execution of this Lease and the purchase, sale and leaseback of the Premises.

G .      “ Renewal Option ” shall have the meaning set forth in Section 6 of this Lease.

H.     “Term” shall mean, initially, the period commencing on September 25, 2009 (the “Commencement Date”), and ending on September 30, 2029 (the “Expiration Date”) and shall also include the Renewal Term(s) unless Lessee properly exercises its right to not extend the Term of this Lease in accordance with the terms hereof.

I .     “USTs” shall mean the underground storage tanks and related piping owned by Lessee and more particularly described on Schedule “D" annexed hereto.

2.      TERM .   The initial term of this Lease shall be an initial term of approximately twenty (20) years commencing on the Commencement Date and expiring on the Expiration Date (the “ Initial Term ”), as the same may be extended pursuant to Section 6 of this Lease.

3.       FIXED ANNUAL   RENT .  (a)  Lessee shall pay the Fixed Annual Rent for the Premises.  Monthly installments of Fixed Annual Rent shall be due and payable in advance on the first business day of each month during the Term without notice or demand and without any abatement, setoff or deduction whatsoever.  All amounts payable under this Lease shall be paid by electronic funds transfer or wire transfer of immediately available funds to the following account for Lessor, unless and until otherwise directed in writing by Lessor:

(c)  If this Lease commences or terminates on a day which is not the first or the last day of the month as the case may be, then Fixed Annual Rent for the month in which this Lease commences or terminates shall be prorated. Lessee agrees that if any monthly installment of Fixed Annual Rent shall be due and unpaid for five (5) business days after Lessee receives written notice from Lessor, Lessor shall then have the right to terminate this Lease, subject to the terms and provisions of Section 23 below and pursue its remedies at law or in equity in accordance with the terms of this Lease, including eviction, ejectment or dispossession, under Section 23 of this Lease or otherwise.  At Lessor's option, rent, additional rent and any other sums due and owing under this Lease shall be paid by electronic wire transfer of funds or by electronic funds transfer.  Lessee shall execute and deliver to Lessor such forms or authorizations as may be necessary for electronic wire transfers or electronic funds transfers.  Anything herein to the contrary notwithstanding, but subject to Section 24 of this Lease, the Premises herein demised are demised for the whole Term, with the entire amount of rent reserved herein due and payable, in advance, simultaneously with the execution hereof, the payment of rent in installments is for convenience of Lessee only, and upon default in payment of rent installments (or other default of Lessee resulting in the repossession of the Premises by Lessor) then, subject to Section 24 of this Lease, the entire rent hereby reserved for the entire Term shall be immediately due and payable, as accelerated without further notice or demand.

4 .       ADDITIONAL RENT .  (a)  Lessee shall also pay and discharge, as additional rent, all other amounts, liabilities and obligations of whatsoever nature relating to the Premises before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, including all taxes, assessments, licenses and permit fees, charges for public utilities, and all governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which during the Term may have been, or may be assessed, levied, confirmed, imposed upon or become due and payable out of or in respect of, or become a lien on the Premises or any part thereof.  Notwithstanding the foregoing, Lessee shall not be responsible for payment of the following: fees, costs and expenses related to debt service on any indebtedness of Lessor, including, without limitation, principal and interest; income taxes assessed against Lessor, or capital levy, franchise, business license, estate succession or inheritance taxes of Lessor; and obligations or liabilities created by Lessor subsequent to the Commencement Date without the prior written consent of Lessee or other than as set forth or contemplated by, this Lease  (it being expressly understood that this Lease requires that Lessee shall be responsible for, without limitation, all covenants and requirements set forth in any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, as well as all easements recorded against the Premises from and after the date of this Lease with Lessee’s prior written consent, which consent shall not be unreasonably withheld or delayed).  Additional Rent shall include the costs of utilities, real property impositions, costs arising under any easements, restrictions, or other similar agreements affecting the Premises as of the Commencement Date, including all covenants and requirements set forth in the any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, or any similar agreement required by law, or required to be granted by a public utility providing municipal services to the Premises, or otherwise arising after the date hereof and approved in writing by Lessee, which consent shall not be unreasonably withheld or delayed (each, an “ Approved Easement ”), and all interest and penalties that may accrue thereon (unless accrued due to Lessor’s act or omission) in the event of Lessee’s failure to pay such amounts when due, and all damages, costs and expenses which Lessor may incur by reason of any default of Lessee or failure on Lessee’s part to comply with the terms of this Lease, all of which Lessee hereby agrees to pay upon demand or as is otherwise provided herein.  Upon any failure on the part of Lessee to pay any of the additional rent and such failure continues for ten (10) days after written notice from Lessor, Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Fixed Annual Rent.  Fixed Annual Rent and additional rent sometimes are referred to in this Lease, collectively, as “ Rent ”.

(b)   Tenant shall pay and discharge any additional rent referred to Section 4(a) when the same shall become due; provided that amounts which are billed to Lessor or any third party, but not to Lessee, shall be paid within fifteen (15) days after Lessor’s demand for payment thereof.  Lessor agrees that in the event a bill is provided to Lessor for amounts Lessee is obligated to pay hereunder, Lessor shall promptly remit such bill to Lessee and Lessee shall pay such amounts as and when due, provided that if Lessee fails to pay such amount within fifteen (15) days of the date due, Lessor may, at its option, pay such amount and Lessee shall reimburse Lessor for such amount as additional rent hereunder within twenty (20) days after demand.

5.       NET LEASE .  This Lease is intended and shall be deemed and construed to be an absolutely “net lease” and Lessee shall pay to Lessor, absolutely net throughout the Term, the Fixed Annual Rent, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Lessor be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as expressly set forth in this Lease.  Lessee shall pay all costs, expenses and charges of every kind and nature relating to the Premises after the Commencement Date (except for the expenses related to any indebtedness of Lessor), including, without limitation, real property taxes, personal property taxes, use taxes and any sales taxes, which may arise or become due or payable during or after (but attributable to a period falling within) the Term, whether such amounts are ordinary or extraordinary and irrespective as to whether such amounts could have been reasonably anticipated by the parties.  Except as otherwise provided in this Lease, the obligations of Lessee hereunder shall not be affected by reason of any damage to or destruction of the Premises or any part thereof, any taking of the Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any reason, any interruption or failure of utilities servicing the Premises, any matter affecting title to the Premises, any eviction by paramount title or otherwise, unless as a direct result of the gross negligence and/or willful misconduct of Lessor, the impossibility of performance by Lessor, Lessee or both, any action of any governmental authority, Lessee’s acquisition of ownership of all or part of the Premises (unless this Lease shall be terminated by a writing signed by all persons, including any mortgagee, having an interest in the Premises), or any other cause whether similar or dissimilar to the foregoing and whether or not Lessee shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable, except with respect to such of the foregoing arising out of any default hereunder by Lessor or any action or failure to act by Lessor or, in any such case, any entity controlled by, controlling or under common control with Lessor, or any employee or contractor of Lessor or any such affiliated entity.  The parties intend that the obligations of Lessee under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Lease.

6.       RENEWAL OPTION .  (a)  Subject to Lessee not being in default hereunder beyond the expiration of any applicable notice, grace and cure period, the Term of this Lease shall be automatically extended for three (3) renewal terms of ten (10) years each (each, a “ Renewal Term ”), unless, with respect to any Renewal Term, Lessee provides irrevocable written notice to Lessor electing not to exercise the renewal option (herein, a “ Renewal Option ”) applicable to such Renewal Term in accordance with the provisions of this Section 6.  The Renewal Option applicable to each Renewal Term shall be automatically elected for such Renewal Term only if (x) Lessee is not in default hereunder on the date of automatic exercise of the Renewal Term or on the date that such Renewal Term commences and (y) Lessee shall have exercised all prior Renewal Options under this Lease.  Furthermore, in no event shall any Renewal Option be effective for any Renewal Term for less than all of the Sites then comprising the Premises covered by this Lease.  Further, once Lessee provides irrevocable written notice to Lessor electing not to exercise the Renewal Option for any particular Renewal Term, then Lessee shall no longer be permitted or entitled to exercise a Renewal Option for any other then remaining Renewal Term.  

(b)  The Fixed Annual Rent to be paid by Lessee during each of the Renewal Terms shall be as described in Section 3 of this Lease, subject to escalations described in Section 3 of this Lease.

(c)  Lessee shall notify Lessor in writing of its election not to extend the Term of this Lease for the Renewal Terms at least eighteen (18) months prior to the date of expiration of the Initial Term or the Renewal Term then in effect, and such notice shall be given in the manner hereinafter provided.  Under no circumstances shall Lessee be entitled to renew this Lease for less than all Sites comprising the Premises as set forth on Schedule “A” attached hereto and by this reference made a part hereof. Time shall be of the essence as to the giving of notices under this Section 6.

(d)  If Lessee elects not to renew this Lease by providing irrevocable written notice to Lessor pursuant to this Section 6, or if an Event of Default occurs and is continuing, then Lessor will have the right during the remainder of the Term then in effect and, in any event, Lessor will have the right during the last eighteen (18) months of the Term, to (i) advertise the availability of the Premises for sale or reletting and to erect upon the Premises signs indicating such availability and (ii) show the Premises to prospective purchasers or tenants or their agents at such reasonable times as Lessor may select.

7.      IMPOSITIONS .  (a)  Lessee will pay and discharge when due: all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes); all charges for any easement agreement in effect as of the date of this Lease and with respect to any Approved Easement; all assessments and levies; all fines, penalties and other costs in connection with noncompliance with any applicable law (unless such amounts are payable solely as a result of Lessor’s actions); all permit, inspection and license fees; all rents and charges for water, sewer, utility and communication services; all ground rents and all other public charges, imposed upon or assessed against (i) Lessee, (ii) Lessee’s interest in the Premises, (iii) the Premises, (iv) Lessor as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of the Premises, any activity conducted on the Premises, or the rent, or (v) any lender by reason of any note, mortgage, assignment or other document evidencing or securing a loan with respect to the Premises (collectively, “ Impositions ”); provided that nothing herein shall obligate Lessee to pay (A) income, excess profits or other taxes of Lessor (or any lender) or other charges or assessments imposed upon Lessor (or any lender to Lessor) which are determined on the basis of Lessor’s (or such lender’s) net income, net worth or organizational status (such as fees, charges or penalties imposed upon national banks by the FDIC, Office of Thrift Supervision, Comptroller of the Currency or similar regulatory agencies) (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Premises which, if it were in effect, would be payable by Lessee under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Lessor or (C) any capital gains tax imposed on Lessor in connection with the sale of the Premises to any person.  Upon expiration of the Term (or any earlier termination of this Lease), Lessee shall pay Lessor for unpaid taxes which are due or payable during the Term up to and including such date that shall become due and owing thereafter.  Lessor shall make a reasonable estimate of such unpaid taxes based on the prior year’s tax bills, and shall perform a reconciliation promptly after the actual information becomes available.  In the event that any ad valorem or other future real property tax (“ Future Tax ”) is decreed or characterized by law as an income tax and Lessee is thereby prohibited by any applicable law from paying such Future Tax pursuant to this Section 7 (a), Lessor and Lessee agree that Fixed Annual Rent shall be adjusted by the amount necessary to provide Lessor the same net yield as Lessor would have received but for the implementation or characterization of such Future Tax.  Prior to or on the date the Future Tax takes effect, Lessor shall provide Lessee with notice of the revised Fixed Annual Rent under this Lease.  Lessor shall have the right to require Lessee to pay, together with scheduled installments of Fixed Annual Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Fixed Annual Rent.  If any Imposition may be paid in installments without interest or penalty, Lessee will have the option to pay such Imposition in installments, provided such option to pay any Imposition in installments shall not hinder or prevent Lessor from exercising any of its rights set forth in this Lease.  Lessee shall prepare and file all tax reports required by governmental authorities which relate to the Impositions, and Lessor shall reasonably cooperate with Lessee regarding such preparation at Lessee’s sole cost and expense.  Lessee shall deliver to Lessor (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Lessee’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Lessee hereunder within thirty (30) days after the due date thereof and (3) receipts for payment of all other Impositions within ten (10) days after Lessor’s request therefor.  In the event (i) Lessee is in default of its obligations under this Lease beyond the expiration of any applicable notice, grace and cure period or (ii) Lessor’s lender requires Lessor to provide escrow deposits with respect to the payment of Impositions, Lessee shall pay to Lessor or such lender, as the case may be, such amounts (each an “ Escrow Payment ”) monthly or as required by Lessor or such lender (but not more often than monthly) so that there shall be in an escrow account an amount sufficient to pay as they become due the Escrow Charges that will accrue over such period of time as Lessor or such lender shall reasonably require, which period of time may not exceed a twelve (12) calendar month period. Lessor shall use commercially reasonable efforts to negotiate for its loan documents with its lender to not require escrow deposits with respect to Impositions.  As used herein, “Escrow Charges” means real estate taxes and assessments on or with respect to the Premises or payments in lieu thereof and premiums on any insurance required by this Lease, payments due under any Approved Easement or otherwise the responsibility of Lessee under the terms of this Lease and any reserves for capital improvements, deferred maintenance, repair and/or tenant improvements required by Lessor or any lender.  Lessor will determine the amount of the Escrow Charges (it being agreed that if required by a lender, such amount shall equal any corresponding escrow installments required to be paid by Lessor) and the amount of each Escrow Payment.  The Escrow Payments will not be commingled with other funds of Lessor or other persons and will be held in trust for payment of the Escrow Charges.  No interest thereon will be due or payable to Lessee, and any interest earned on the Escrow Account shall be deemed income to Lessor, or its lender.  Lessor will apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Lessor or such lender shall determine or as required by Law.  If at any time the Escrow Payments theretofore paid to Lessor shall be insufficient for the payment of the Escrow Charges, Lessee, within ten (10) days after Lessor’s demand therefor, shall pay the amount of the deficiency to Lessor.  If Lessor fails to make any such payment and any failure results in a penalty or imposition payable by Lessor or Lessee with respect to the Premises, Lessor shall be responsible for paying such penalty or impositions.  Promptly after the expiration of the Term of this Lease, Lessor shall refund to Lessee any amounts remaining in the Escrow Account which Lessee is entitled to receive.

(e)  Lessor shall not be required to join in any proceeding or contest brought by Lessee unless the provisions of the law require that the proceeding or contest be brought by or in the name of Lessor or the owner of the Premises.  In that case, Lessor shall join in the proceeding or contest or permit it to be brought in Lessor's name as long as Lessor is not required to bear any cost.

8.       UTILITIES .  (a)  Lessee shall pay directly to the appropriate authority, all charges for gas, electricity, telephone, cable, heat and hot and cold water used and/or consumed at the Premises.

(b)  Lessor shall not be required to furnish light, electricity, heat or any other services to the Premises.  Lessor shall not be liable to Lessee or any other person or persons, firms, associations, corporations or entities for any failure of the water supply, electricity, gas or any other service in and about the Premises or for injury or damages to persons or property caused by any such failure or caused by the elements or by any other person in and about the Premises, or which might result from leakage or flow of any system, gas, electricity, water, rain, ice or snow from any part of the Premises or portion thereof or from the streets adjacent thereto, nor shall Lessor be liable for any latent defects in or on the Premises, buildings and appurtenances thereto, including the sidewalks on the adjacent Premises.

9.       USE; BRANDING .  (a)  Lessee shall use and occupy each of the Sites comprising the Premises for the Primary Use, in compliance with all zoning regulations, the building code and all applicable laws, rules and regulations and as set forth in this Lease; provided, however, that Lessee’s non-compliance with minor and immaterial items shall not constitute a default under the terms of this Lease so long as such non-compliance does not give rise to any enforcement action with respect to such violation by any governmental or quasi-governmental entity or authority or self regulatory body or would otherwise cause Lessor to incur any liability with respect to such non-compliance by Lessee.  Lessee must obtain, at its own expense, all government licenses and permits required for the lawful conduct of Lessee’s business on the Premises and Lessee will, at all times, comply with the terms of such licenses and permits.  Lessee shall not change the current use of the Premises without first obtaining Lessor’s prior written consent, which may be withheld by Lessor in its sole and absolute discretion; unless applicable laws do not permit Lessee to reconstruct the Site for the use as set forth herein, in which case Lessor shall not unreasonably withhold or delay its consent.  Lessee shall not engage in any practices or activities which would injure, damage, or otherwise cause a diminution in the value of the Premises or any Site constituting same. Lessee shall keep, or shall cause any occupant at the Premises to keep, all such licenses and permits in full force and effect for the Primary Use of the Premises and shall not permit any activity to occur on the Premises in violation thereof or in violation of the certificates of occupancy or certificates of use or the equivalent thereof, for the Primary Use of the Premises, or for any change in use to which Lessor has consented.  Upon receipt of written request from Lessor, Lessee shall provide Lessor with copies of all government licenses and permits in effect for the particular Site or Sites.  Without limiting any of the obligations of Lessee hereunder, Lessee shall comply with all provisions of the PSA Documents relating to branding requirements with respect to all of the Sites, including, without limitation, the requirements set forth in Article II of the PSA.

(b)  Lessee shall not use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in a manner which would or might (i) violate any Governmental Regulations (as defined below), (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it difficult or impossible to obtain any such insurance at commercially reasonable rates, (iii) make void or voidable, cancel or cause to be cancelled or release any warranties, (iv) cause structural injury to any of the improvements or (v) constitute a public or private nuisance or waste.

(c)  Lessee shall have no right whatsoever (by virtue of this Lease) to use the “Getty” tradename or trademark in connection with its goods or its business or otherwise.

10.     LESSEE’S PERSONAL PROPERTY .   (a)  Lessee shall have the right to decorate the Premises and affix signs customarily used in its business upon the windows, doors, interior and exterior walls of the Premises, and such free-standing signs as are customarily used in the conduct of business permitted under this Lease in the manner and locations reasonably acceptable to Lessor and as and are authorized by any governmental authority having jurisdiction over the Premises and permitted by any covenants, conditions and restrictions encumbering the Premises.  Upon the expiration or earlier termination of the Lease, subject to Section 19 of this Lease, Lessee shall remove such signs; provided, however, that in no event may Lessee remove free-standing signage (such as pole-mounted or monument signs) from the Premises without Lessor’s prior written consent.  Lessee promptly shall make such repairs and restoration of the Premises as are reasonably necessary to repair any damage to the Premises from the removal of the signs.  All work performed by Lessee in or about the Premises shall comply at all times with all applicable laws and no alteration shall devalue any of the Sites.

(b)  During the Term, Lessee may, at Lessee's expense, place or install such furniture, trade fixtures, equipment machinery, furnishings, face plates of signage and other articles of movable personal property including, without limitation, USTs, multi product fuel dispensers and lines (collectively, “ Lessee's Personal Property ”) on the Premises as may be needed for the conduct of Lessee's business in accordance with all applicable laws and regulations.  It is expressly understood that the term “Lessee's Personal Property” as used herein shall not include the Equipment, and shall in no event extend to leasehold improvements, fixtures or similar "vanilla box" items such as light fixtures, HVAC equipment, refrigerators, walk-in coolers and freezers or other fixtures and equipment permanently affixed to the Premises, which shall at all times be Lessor’s property.  All Equipment shall be free and clear of any lien, encumbrance or other security interest at all times during the Term of this Lease.  Lessee shall not encumber, or attempt to, or purport to, allow any lien, encumbrance or security interest to be granted or filed with respect to any portion of the Equipment.  Lessee shall not encumber Lessee’s Personal Property without the prior written consent of Lessor, which consent shall not be unreasonably withheld or delayed.

(c)  At the expiration or earlier termination of the Lease, and provided that there is no Event of Default then continuing beyond applicable cure periods, Lessee's Personal Property may be removed from the Premises, at the option of Lessee.  In the alternative, at the expiration or earlier termination of the Lease, Lessor may require Lessee to remove Lessee’s Personal Property from the Premises.  Lessee immediately shall make such repairs and restoration of the Premises as may be necessary to repair any damage to the Premises from the removal of Lessee's Personal Property.  Any of Lessee's Personal Property not so removed shall be deemed abandoned, and Lessor may cause such property to be removed from the Premises and disposed of at Lessee’s expense.  The provisions of this Section shall survive the expiration or termination of this Lease.

(d)  Notwithstanding anything to the contrary set forth in this Lease and the provisions of Section 10(c) above, Lessor shall have the right, exercisable by written notice to Lessee to such effect delivered not less than three (3) months prior to the expiration of this Lease (or as soon as is practical in the event of an earlier termination), to require Lessee to leave in place at any of the Sites, and to convey to Lessor for $10.00, any or all of the UST systems (or the replacements therefor).  If Lessor elects to purchase the UST systems at all or a portion of the Sites, then (i) the UST systems shall be delivered to Lessor in proper working order and condition and in full compliance with all applicable laws and such condition shall be evidenced by tank and line tightness and functionality tests performed no earlier than ten (10) days prior to the conveyance of such items to Lessor, (ii) the UST systems shall be delivered to Lessor free and clear of any lien, charge, encumbrance or other financing device, and (iii) Lessee shall provide Lessor with a bill of sale with respect to the UST systems conveying the same in the condition required by the terms of this subsection.  The parties hereby agree that Lessor may elect to purchase the UST systems at all of the Sites comprising the Premises or any one or more of the Sites.  If Lessor elects to purchase the UST systems at the expiration or sooner termination of this Lease and such items are subject to any lien, charge, encumbrance or other financing device, then Lessee shall provide Lessor with such funds as shall be necessary to pay such lien, charge, encumbrance or other financing device.

11.     “AS IS”; COMPLIANCE WITH LAWS .  (a) Lessee acknowledges that, prior to the Commencement Date, the Premises have been used as retail gasoline stations and convenience stores.  Lessor does not make any representation or warranty regarding the condition or occupancy thereof or the fitness of the Premises for the use permitted under this Lease or other uses contemplated by Lessee.  Lessee acknowledges that it has inspected the Premises and accepts the same in their present condition, and subject to all matters of record and tenancies as of the date hereof (and together with any subsequent replacements therefor), "AS IS", with no representations or warranties whatsoever and on the terms and conditions set forth in this Lease.  Lessee acknowledges and agrees that:­ (i) Lessor is not retaining or assuming any responsibility with respect to the Premises or its operation, or the condition or repair of the Premises, or as to any fact, circumstance, thing or condition which may affect or relate to the Premises, except as specifically set forth in this Lease; and (ii) Lessor has no obligation to alter, restore, improve, repair or develop the Premises, and further has no obligation to remove therefrom any items of personal property or other trade fixtures or equipment which may be upon the Premises.

(b) Lessee shall comply promptly, at Lessee’s expense, with all present and future laws, codes and ordinances and other notices, requirements, orders, rules and regulations (whatever the nature thereof) of all federal, state and local governmental authorities and recommendations of the board of fire underwriters or any insurance organizations, associations or companies in the respect to the Premises (collectively, “ Governmental Regulations ”) and Lessee will not knowingly do or commit, or suffer  to be done or committed anywhere in the Premises, any act or thing contrary to any Governmental Regulations; provided, however, that Lessee’s non-compliance with minor and immaterial items shall not constitute a default under the terms of this Lease so long as such non-compliance does not give rise to any violation of law or cause Lessor to incur any liability with respect to such non-compliance by Lessee.  Furthermore, Lessee agrees that it will defend, indemnify and hold harmless Lessor for any actual costs, damages, penalties or fines Lessor may incur by reason of Lessee's failure to comply with Governmental Regulations at the Premises.  The provisions hereof shall survive the expiration or termination of this Lease.

(c)  Lessee acknowledges that the Premises are subject to certain existing tenancies/occupancies with service station operating dealers (herein, the “ Existing Dealer Leases ”) and with other third parties (herein, the “ Subleases ”) and more particularly described in Schedule “E” attached hereto and by this reference made a part hereof, and Lessee accepts the Premises subject to the same.  Lessee hereby acknowledges and agrees that Lessor shall have no obligation whatsoever with respect to the Subleases and/or the Existing Dealer Leases.

(d)  Lessee acknowledges that the Premises are demised and let subject to (i) any mortgage secured by Lessor’s interest in the Premises in effect from time to time, (ii) the state of title of the Premises as of the date hereof as evidenced by the owner’s title insurance policies described on Exhibit “A” attached hereto and by this reference made a part hereof, (iii) any state of facts which an accurate survey or physical inspection of the Premises might show, (iv) any Approved Easement, and (v) all Governmental Regulations, including any existing violations of any thereof; provided, however, that if there is a complete failure of title with respect to any of the Sites comprising the Premises (and such failure is not the result of any act or omission of Lessee), Lessor agrees to remove such Site from the Premises (and adjust the Fixed Annual Rent accordingly) and Lessor shall be solely entitled to retain the proceeds from any policy of title insurance issued in favor of Lessor; provided, further, that if such failure of title is the result of an act or omission of Lessee, then and in such event, such Site shall not be removed from the Premises.

(e)  Lessee, at its sole cost and expense, will at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions, restrictions and agreements contained in any easement agreement, declaration, license or other agreement in effect as of the date of this Lease and any Approved Easement as well as all covenants and requirements set forth in the deed to the Premises which conveyed the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, on the part of Lessor to be kept and performed thereunder; provided, however, that Lessee’s non-compliance with minor and immaterial items shall not constitute a default under the terms of this Lease so long as such non-compliance does not give rise to any violation of any matter or would cause Lessor to incur any liability with respect to such non-compliance by Lessee.  Without limiting the general application of this subsection (e), Lessee, at its sole cost and expense, will comply with the requirements of all matters of record with respect to the construction, maintenance, operation, repair and replacement of stormwater facilities located at the Premises (“ Storm Water Requirements ”); provided, however, that, notwithstanding the foregoing, Lessor shall not require Lessee’s performance of the Storm Water Requirements if there is no Event of Default continuing hereunder, or if the relevant beneficiary of such Storm Water Requirements, or any other party having standing to enforce same, shall not have undertaken to enforce the Storm Water Requirements.  Lessee will not alter, modify, amend or terminate any Approved Easement, give any consent or approval thereunder, or enter into any new easement agreement without, in each case, prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed so long as such proposed agreement shall not result in a decrease of the value of the Premises.  Lessee agrees to reasonably cooperate with Lessor, at Lessee’s sole cost and expense, in connection with (a) the granting of easements, licenses, rights-of-way and other rights and privileges under Approved Easements reasonably necessary or desirable for ownership and operation of the Premises as herein provided; (b) the execution of petitions to have the Premises annexed to any municipal corporation or utility district; (c) the execution of amendments to any covenants and restrictions affecting the Premises; provided , that in each case Lessor has delivered to Lessee a certificate stating that such grant, release, dedication, transfer, amendment or government action, or other action or agreement will not materially interfere with Lessee’s use and enjoyment of the Premises or result in any increased material costs to Lessee.  Lessee may request Lessor’s consent to (a) the granting of easements, licenses, rights-of-way and other rights reasonably necessary for operation of the Premises as herein provided, which consent shall not be unreasonably withheld or delayed; (b) the execution of petitions to have the Premises annexed to any municipal corporation or utility district which consent may be withheld by Lessor in its sole and absolute discretion (provided, however, that if such petitions, documents and/or instruments are required by applicable law or fundamentally necessary for continued operation of the Premises as herein provided, then Lessor’s consent shall not be required, but Lessee shall provide Lessor with prior written notice of such matter); (c) the execution of amendments to any covenants and restrictions affecting the Premises which consent may be withheld by Lessor in its sole and absolute discretion; provided , however, that in each and every case Lessee shall (i) pay all costs and expenses incurred by Lessor, and (ii) deliver to Lessor a certificate stating that such grant, release, dedication, transfer, amendment or government action, or other action or agreement will not interfere with Lessor’s ownership of the Premises or cause Lessor to incur any additional liability with respect to the Premises.

(f)  If any improvement, now or hereafter constructed, shall (i) encroach upon any setback or any property, street or right-of-way adjoining the Premises, (ii) violate any zoning restrictions, including without limitation height or set-back restrictions, or the provisions of any restrictive covenant affecting the Premises, (iii) hinder or obstruct any Easement Agreement to which the Premises is subject or (iv) impair the rights of others in, to or under any of the foregoing, Lessee shall, promptly after receiving notice or otherwise acquiring knowledge that the same violates applicable law, either (A) obtain from all necessary parties waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Lessor, Lessee or both, or (B) take such action as shall be necessary to remove all such encroachments, hindrances or obstructions and to end all such violations or impairments, including, if necessary, making alterations; provided, however, that with respect to any improvement in existence as of the Commencement Date, the foregoing remedial actions set forth in clauses (A) and (B) above need not be undertaken unless and until enforcement action is taken by any interested party which may result in a forfeiture and/or impose any liability upon Lessor and/or Lessee hereunder.  Lessee shall not settle, compromise or resolve any such claim by any third party exceeding Fifty Thousand Dollars ($50,000.00) without Lessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

12.     ENVIRONMENTAL .  (a) Lessee shall perform, at Lessee’s expense, testing, certification, inspection, and any other requirement of any governmental authority with jurisdiction of all components of the UST systems as required by the laws and regulations of the governmental authorities having jurisdiction over the Premises including, but not limited to, underground storage tank and line tightness tests and provide the results to Lessor promptly after receipt.

(b)  If the Premises are subject to existing contamination that is the being remediated and/or monitored, Lessee assumes responsibility for the continuation of such remediation and/or monitoring in compliance with all applicable Governmental Regulations and all laws, orders and regulations pertaining to environmental matters (“Environmental Laws”), all at Lessee’s sole cost and expense or responsibility.  The provisions hereof shall survive the expiration or earlier termination of this Lease.

(c)  Lessor shall have no liability or responsibility for any existing contamination or contamination discovered before, on or after the Commencement Date or during the Term of this Lease, whether or not caused by Lessee, its agents, employees, successors or assigns, before, on or after the Commencement Date.  If at any time during the Term of this Lease, Lessee discovers petroleum contamination at the Premises or experiences a release of petroleum product or of any hazardous or toxic substance, or there is an increase in contamination levels at the Premises above those reported to Lessor prior to the Commencement Date, Lessee shall notify Lessor and all applicable governmental authorities of such event and Lessee shall be responsible for compliance with all Governmental Regulations regarding the same and for all costs and expenses associated with such contamination and/or release, including, without limitation any contamination discovered, or set forth in a tank closure report, when the USTs are removed, repaired or replaced at a Site.  If Lessee shall fail, refuse or neglect to report and/or remediate contamination (or release, as the case may be) as mandated by governmental authorities for twenty (20) days after written notice from Lessor (provided; however, that if Lessee undertakes to cure during such twenty (20) day period, such period shall be automatically extended so long as Lessee has reported such matter and has notified Lessor in writing that it has reported such matter and Lessee is diligently prosecuting a cure to completion), Lessor may report and/or remediate that contamination at Lessee’s cost and expense.  Lessee covenants and agrees to reimburse and promptly pay to Lessor all costs paid or incurred by Lessor associated with the release, contamination and remediation, together with interest thereon at the Default Rate.  If Lessee fails to reimburse Lessor within thirty (30) days of demand therefor, such unpaid amount shall become additional rent due hereunder.  Nothing herein shall obligate Lessor to remediate or take any action with respect to any contamination at the Premises. The provisions hereof shall survive the expiration or earlier termination of this Lease.

(d)  Lessee shall be responsible for and shall defend, indemnify and hold harmless Lessor from any action, claim, notice or penalty resulting from any breach of its obligations under this Section 12 and any release and/or other contamination at or emanating from the Premises and from all costs (including, without limitation, attorneys’ fees, costs and disbursements), claims, damages and liability resulting from environmental conditions at the Premises whether known or unknown as of the Commencement Date and whether or not caused by Lessee, its agents, employees, successors, assigns, or third parties, including sub-surface contamination discovered after the Commencement Date and any matter arising as a result of Lessee’s failure to comply with all Governmental Regulations pertaining to environmental matters.  The foregoing obligations of Lessee shall survive the expiration or termination of this Lease.  

(e)  Lessee shall deliver to Lessor copies of all material correspondence to and from governing authorities regarding environmental activities at the Premises, including, without limitation, correspondence regarding notices of violations, releases (including new releases) and closure letters.  Lessee shall deliver to Lessor, and require its environmental contractor(s) to deliver to Lessor, copies of all spill and release notifications and reports given to governing authorities regarding the Premises.  Additionally, Lessee agrees to furnish to Lessor upon request therefor, copies of all remediation action workplans, monitoring reports, tank and line testing results, Stage II Vapor Recovery test results, fire suppression test results, cathodic protection test results, UST registrations and related documents, and reimbursement claims filed with state tank funds.  Furthermore, if Lessor delivers written notice to Lessee that it reasonably suspects that a petroleum release, not yet reported by Lessee to the appropriate governing authorities has occurred at the Premises, or if requested by governmental authorities, Lessor also shall have the right to obtain, and Lessee shall provide to Lessor, copies of all petroleum inventory reconciliation records. In addition, Lessee shall provide to Lessor upon request with Lessee’s estimate of cost to closure (i.e., remediation in compliance with governmental requirements) for any reported release, spill or other environmental event.  

(f)  NOTWITHSTANDING THAT THE USTs HAVE BEEN AND CONTINUE TO BE LOCATED AT THE PREMISES, LESSEE HEREBY ACKNOWLEDGES THAT LESSOR IS NOT THE OWNER OF THE USTS, WHICH ARE ALL OWNED BY LESSEE AND ACCORDINGLY, LESSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS OR OF MERCHANTABILITY.  Lessee agrees to defend, indemnify and hold Lessor harmless from and against all actions, claims, liabilities, costs and expenses associated with or arising out of the use, possession or ownership of the USTs and for the removal of the USTs upon the expiration or earlier termination of the Lease. In the event of any default by Lessee of the Lease terms or at the expiration or earlier termination of this Lease, Lessee, at the option of Lessor, shall remove the USTs and all replacements thereof and any contaminated soil from the Premises in accordance with applicable laws, rules and regulations and Lessee shall remediate any conditions not in compliance with such applicable laws, rules and regulations.  Such tests shall be performed no earlier than fifteen (15) days prior to the conveyance of the UST systems to the Lessor.  The provisions hereof shall survive the expiration or earlier termination of this Lease.

(g) Notwithstanding the foregoing, at the expiration or earlier termination of this Lease, Lessee, at Lessor's sole discretion and election, shall (i) convey the USTs to Lessor or its assignee for $10.00, or (ii) remove all existing USTs, and any contaminated soil from the Premises in accordance with applicable laws, rules and regulations and, in either case, Lessee shall remediate any conditions not in compliance with such applicable laws, rules and regulations and indemnify and hold harmless Lessor regarding the same.  If Lessor elects to have the USTs conveyed to it or its assignee, Lessor shall notify Lessee of such election not later than three (3) months prior to the expiration of the Lease or in the event of an earlier termination of the Lease as soon as is practical.  If Lessor or its assignee elects to purchase the USTs under the terms herein, Lessee, at Lessee's sole cost and expense shall test the USTs and shall provide Lessor with satisfactory evidence that the USTs and lines test tight.  The provisions hereof shall survive the expiration or termination of this Lease.

(h)  Lessee shall also perform a Phase II site assessment to include UST and line tests on the Premises by a licensed, fully insured professional engineer acceptable to Lessor, at the expiration or earlier termination of this Lease, at Lessee's sole cost and expense, time being of the essence.  Lessee must provide Lessor with a detailed written scope of work and evidence of necessary permits at least ten (10) business days in advance of any work, so that Lessor may have the opportunity to have a representative on-site or available.  Lessee or Lessee's contractor shall deliver to Lessor a Certificate of Insurance with public liability policy limits of not less than One Million Dollars ($1,000,000) naming Lessor as an additional insured (and any additional affiliates as so requested by Lessor), prior to the commencement of any such testing.  Lessee shall deliver to Lessor a copy of the site assessment results within said thirty (30) day period or within five days of receipt of the same whichever is earlier.  The Phase II site assessment shall determine whether a petroleum release has occurred and, if so, to determine the magnitude of such release.  If the results of the site assessment show levels of petroleum contamination in violation of applicable environmental laws, rules and regulations, then Lessee shall undertake to remediate the conditions set forth in such site assessment in accordance with a work schedule approved in writing by Lessor prior to the commencement of such work.

(i)  Anything herein to the contrary notwithstanding, Lessee agrees to restore the Premises to its former or better condition upon completion of its testing and/or inspections, to cause no interference with the business being conducted on the Premises, if any, and Lessee further agrees to defend, indemnify and hold harmless Lessor and the owner of the Premises from and against any and all claims, losses, demands, actions, injuries  or damages brought or incurred by any party, including Lessor, as a result of Lessee's testing and/or inspections pursuant to this Lease.  Lessee shall keep the results of any such testing and inspections strictly confidential and shall not submit a copy of any such report or assessment to any governmental agency unless specifically required by applicable law; and if so required, Lessee shall simultaneously provide to Lessor a copy of any information submitted to such agency.  The provisions hereof shall survive the expiration or termination of this Lease.

(j)  If a violation of Environmental Laws occurs or is found to exist and, in Lessor’s reasonable judgment, the cost of remediation of, or other response action with respect to, the same is likely to exceed One Hundred Thousand Dollars ($100,000.00),   Lessee  will provide to Lessor, within ten (10) days after Lessor’s request therefor, adequate financial assurances, as determined in Lessor’s reasonable discretion, that Lessee will effect such remediation in accordance with applicable Environmental Laws, and fulfill Lessee’s indemnification obligations that could reasonably be expected to arise as a result of such violation.  Such financial assurances shall be in an amount equal to Lessor’s reasonable estimate of the anticipated cost of such remedial action to cure such violation, including, without limitation, all costs, fees and expenses in connection therewith and may be in the form of insurance, escrowed funds or appropriate bonding, as reasonably acceptable to Lessor.  

(k)  Notwithstanding any other provision of this Lease, if a violation of Environmental Laws occurs or is found to exist and the Term would otherwise terminate or expire, then, at the option of Lessor, (i) the Term shall be automatically extended beyond the date of termination or expiration and this Lease shall remain in full force and effect beyond such date until the earlier to occur of (1) the completion of all remedial action in accordance with applicable Environmental Laws or (2) the date specified in a written notice from Lessor to Lessee terminating this Lease and (ii) the Fixed Annual Rent for the then extended Term of this Lease shall be the greater of (x) the Fixed Annual Rent set forth herein or (y) the then fair market value for the Premises based upon the highest and best use of the Premises; provided, however, that if the Premises may be used for the highest and best use during the period that Lessee is remediating any contamination and/or curing any violation of Environmental Laws, then and only in such event, Lessee shall not be required to pay Lessor Rent for access to the Premises.

(l)  From and after the default by Lessee of its obligations under the terms and conditions of this Lease, Lessee hereby collaterally assigns to Lessor all right, title and interest of Lessee, including, without limitation, the right to receive funds, in and to the Environmental Funding Agreement (as that term is defined in the PSA); provided, however, that Lessor hereby grants Lessee a license to collect and apply such funds as long as this Lease remains in full force and effect.  Further, after a default beyond the expiration of any applicable notice and cure period, Lessor shall have the right to exercise any and all rights held by Lessee under the PSA Documents with respect to any and all environmental matters.  Any election of remedies by Lessee, Purchaser or any affiliates of either party with respect to any work to be performed at any portion of the Premises shall require Lessor’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.  

(m)  Without limiting Section 11 above, Lessee, at its sole cost and expense, will at all times promptly and faithfully discharge and perform all of the covenants set forth in the deed to the Premises relating to required work with respect to the UST systems promptly upon request of Lessor in contemplation of any sale or transfer of the Premises pursuant to which such UST work becomes required by said covenants, if and to the extent such UST work shall not have already been completed.

13.     GUARANTY .  As a material inducement for Lessor to enter into this Lease, Lessee has caused to be delivered to Lessor contemporaneously herewith, from Eyob Y. Mamo also known as Joe Mamo (hereinafter “ Guarantor ”), a guaranty of all of Lessee’s performance of all of Lessee’s obligations hereunder (the “ Guaranty ”) in the form set forth on Exhibit “B” attached hereto.  In the event of a default by Lessee under this Lease, Guarantor shall have the obligation to assume all of Lessee’s obligations hereunder directly (without releasing Lessee therefor).

14.     INSURANCE .  (a)  Lessee shall pay the premiums for and deliver to Lessor the following policies of insurance, with insurance carriers that have a rating of A:-X or better as set forth in the most current issue of Best’s Insurance Guide and a rating of A in the latest Standard and Poor’s guide and authorized to do business in the state in which the Premises are located, or otherwise that are acceptable to Lessor, that shall name Lessor, and its designees as additional insureds:

(b)  Prior to the Commencement Date, Lessee shall deliver to Lessor (and to the owner of the Premises if not Lessor) evidence of the existence and amounts of the insurance with additional insured endorsements, named insured endorsements and mortgagee/loss payable clauses as required herein.  Lessee shall deliver to Lessor a Certificate of Liability Insurance in connection with Lessee’s liability policy(ies), and an Evidence of Property Insurance in connection with Lessee’s property policy(ies).  No policy shall be cancelable or subject to reduction of coverage or other modification except after 30 days’ prior written notice to Lessor.  Neither the issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to any insurance coverage, shall be deemed to limit or restrict in any way the 1iability of Lessee arising under or out of this Lease.  

(c)  Lessee shall obtain and maintain in full force and effect throughout the Term of this Lease the following insurance coverages:

(i)  Lessee, at Lessee's expense, shall obtain and keep in full force during the Term of this Lease a policy of commercial general liability (including contractual liability) and property damage insurance, with coverage of at least $3,000,000 per occurrence for bodily or personal injury (including death) and $2,000,000 in respect of property damage, each on a per Site basis, or in such higher amounts as Lessor may reasonably require from time to time during the Term of the Lease, written on an occurrence basis insuring Lessee (with Lessor and any other party Lessor may designate as an additional insured as its interest may appear) against any liability arising out of ownership, use, occupancy, or maintenance of the Premises and all of its appurtenant areas.  The policy shall provide blanket contractual liability coverage.  However, the 1imits of the insurance shall not limit the liability of Lessee.  In addition, Lessee at Lessee’s expense shall obtain and keep in full force, during the Term of this Lease an umbrella liability policy in an amount not less than $20,000,000 in excess primary insurance on an occurrence and per Site basis.  The insurance to be maintained by Lessee pursuant to this subsection (i) shall be primary and not contributory to any other insurance maintained by Lessor.  Terrorism coverage must be included on all liability coverages.  Notwithstanding anything to the contrary set forth in this subsection (i), as of the Commencement Date Lessee shall, as relates to general liability insurance for bodily or personal injury (including death), only be required to provide insurance in the amount of $2,000,000 per occurrence ($4,000,000 million aggregate) and an umbrella liability policy in the amount of $10,000,000.  Within ten (10) days from the date of this Lease, Lessee shall increase its general liability insurance for bodily or personal injury (including death) to $3,000,000 per occurrence for bodily or personal injury, and increase its  umbrella liability insurance policy to the amount of $20,000,000 as otherwise required above in this subsection.  In the event that Lessee does not obtain and deliver insurance certificates to Lessor evidencing such additional coverages  in compliance with the terms and conditions of this Lease within  ten (10) days from the date of this Lease, Lessee may, in addition to any other remedies available to it hereunder or otherwise at law, declare Lessee in default of its obligations under this Lease and Lessor may also, but shall not be obligated to, obtain a insurance for such additional coverages at Lessee’s expense, in which event all costs, fees and expenses incurred by Lessor with respect o such insurance shall be deemed additional rent and shall be paid by Lessee within fifteen (15) days after written demand by Lessor.

(ii)  Lessee, at Lessee's expense, shall obtain and keep in force during the Term of this Lease a “Special Form” (as such term is used in the insurance industry) policy of property insurance covering loss or damage to the Premises.  This insurance shall be in an amount not less than the full guaranteed replacement cost of the buildings(s) (less slab, foundation, supports and other customarily excluded improvements).  The policy shall contain only standard printed exclusions and must include Equipment Breakdown (boiler and machinery) coverage or, if such coverage is separate, a joint loss agreement must be obtained in form and substance acceptable to Lessor; include an agreed value endorsement waiving any co-insurance penalty, and an ordinance or law coverage endorsement covering increased costs resulting from changes in laws or codes, and demolition and removal of the damaged structure.  In addition, the policy shall include a “Loss Payable Provisions” endorsement (ISO Form CP 12 18 06 95 or equivalent) naming Lessor as “Loss Payee” thereunder in addition to Lessor being named insured and any lender of Lessor being added as mortgagee/loss payee.  In no event shall any deductible payable in connection with such policy with respect to any individual Site exceed $10,000.  Terrorism coverage must be included.  The insurance shall provide for payment of loss jointly to Lessor and Lessee; provided, however, that, as long as Lessee is not in default under this Lease beyond the expiration of any applicable notice and cure period, Lessor shall allow the proceeds to be available to Lessee to pay the cost of restoring damage to the Premises by resulting from such casualty and, upon completion of such repairs and/or restoration and the payment for same, and provided that Lessee is not in default under this Lease beyond the expiration of any applicable notice and cure period, Lessee shall be entitled to the balance of such proceeds.

(iii)  If any Site comprising the Premises is located in Flood Zone A or V as defined by the Federal Emergency Management Agency (FEMA), Lessee, at Lessee's expense, shall obtain and keep in force during the Term of this Lease a policy of insurance covering loss or damage due to flood with respect to the Premises.  The insurance shall provide for payment of loss jointly to Lessor and Lessee; provided, however, that, as long as Lessee is not in default under this Lease, Lessor shall allow the proceeds to be available to Lessee to pay the cost of restoring damage to the Premises by resulting from such casualty and, upon completion of such repairs and/or restoration and the payment for same, and provided that Lessee is not in default under this Lease, Lessee shall be entitled to the balance of such proceeds.

(iv)  Lessee also shall obtain and keep in force during the Term of this Lease a policy of rent interruption insurance with a period of indemnity not less than twelve (12) months from time of loss and an extended period of indemnity of three hundred sixty-five (365) days.  This insurance shall cover all taxes and insurance costs for the same period in addition to twelve (12) month's Fixed Annual Rent amount.

(v)  If Lessee (or any sublessee or other occupant of a Site comprising the Premises) offers alcoholic beverages for sale from the Premises, Lessee or such other occupant of the Site, shall obtain, or shall cause such third (3 rd ) party to, carry and maintain liability insurance which shall include coverage for all liabilities arising out of the dispensing or selling of alcoholic beverages imposed under any laws, including, without limitation a “dram shop” or alcoholic beverage control act.

(vi)  If and to the extent required by applicable law, Lessee also shall obtain and keep in force during the Term of this Lease a worker's compensation policy, insuring against and satisfying Lessee's obligations and liabilities under the worker's compensation laws of the state in which the Premises are located and shall also include a minimum of $1,000,000 for employer’s liability coverages.

(vii)  Should any financial assurance requirements pursuant to Environmental Laws be imposed on Lessee’s use of, or activities at, the Premises, Lessee promptly and timely shall comply with those requirements as they take­ effect.

(viii)  Lessee shall maintain pollution liability insurance in favor of Lessor which names Lessor as an additional insured as specifically provided below in this Section, and any third parties that may be affected, in an amount of at least $1,000,000 per occurrence providing coverage for the investigation and/or remediation of any hazardous materials (including but not limited to petroleum products) released at, on, under or from the Premises, property damage (including, without limitation, natural resource ­damages) and compensation for personal  injuries, costs of defense and legal liability to third parties with a deductible not to exceed $50,000 per incident.  Lessee shall provide a certificate of insurance evidencing such required coverage prior to the Commencement Date, and such certificate shall provide that the policy may not be cancelled or amended in any material respect without thirty (30) days' prior written notice to Lessor.

(d)  Lessee shall name Lessor as additional insureds for liability coverages and named insured for property coverages and shall name Lessor’s designees, and Lessor’s successor(s), assignee(s), nominee(s) and agents with an insurable interest.

(e)  If requested by Lessor, the policies of insurance required to be maintained hereunder shall bear a standard first mortgage endorsement in favor of any holder or holders of a first mortgage lien or security interest in the property with loss payable to such holder or holders as their interest may appear.

(f)  Lessee hereby waives and releases any and all right of recovery against Lessor, including, without limitation, employees and agents, arising during the Term of the Lease for any and all loss (including, without limitation, loss of rental) or damage to property located within or constituting a part of the Premises unless such loss is caused by the gross negligence or willful misconduct of a Lessor Party.  This waiver is in addition to any other waiver or release contained in this Lease. Lessee shall have its insurance policies issued in such form as to waive any right of subrogation that might otherwise exist, and shall provide written evidence thereof to Lessor upon written request.

15.     MAINTENANCE; CASUALTY; RESTORATION .  (a)  Lessee, at its expense, shall make all repairs, restorations of damage from fire or other casualty and replacements (including, in either case, structural), and provides all maintenance, required to keep the building, equipment, personal property and improvements in a good, sightly and safe operating condition that is in compliance with all laws and regulations, including maintenance, repairs, painting and replacements made necessary by reason of ordinary wear and tear, damage by the elements and obsolescence, and shall keep adjacent sidewalks, curbs and driveways in good and safe condition and free from snow, ice and obstructions, keep the yard area free of trash, junk and debris, keep grass, plantings, shrubs etc. trimmed and neat, and replace damaged glass and light bulbs and fixtures without delay. Repairs and replacements shall be done in a good and workmanlike manner with materials equal in quality and class equal to or better than work or installations existing at the time that the damage or injury occurred.  Lessee shall commit no act of waste to the Premises or improvements.

(b)  Lessee will be responsible at its sole cost and expense to install and perform the work set forth on Schedule “F” attached hereto and by this reference made a part hereof (the “Lessee’s Upgrade Work”) within twenty-four (24) months after the date of this Lease.  Lessee shall deliver to Lessee at the execution of this Lease, an amount equal to the cost of Lessee’s Upgrade Work.  Funds will be released from escrow on a pro rata basis as Lessee’s Upgrade Work is completed.  

(c)  In the event of damage to the Premises from fire or other casualty, Lessee shall give Lessor prompt written notice thereof and shall commence and complete, at Lessee’s cost and expense, the restoration of such damage so as to render the Premises in the same or better condition as it was immediately prior to such fire or other casualty.  Lessee is not entitled to any rent abatement during or resulting from any partial or total destruction of the Premises from any casualty, and in no event is Lessee entitled to terminate the Lease as a result thereof.

(d)  Lessor and Lessor’s lender, in their discretion and upon notice to Lessee (except that no notice to Lessee shall be required if an Event of Default has occurred and is continuing), may adjust, collect and compromise all claims under any of the insurance policies required by Section 14 (except public liability insurance claims payable to a person other than Lessee, Lessor or Lessor’s lender) and to execute and deliver on behalf of Lessee all necessary proofs of loss, receipts, vouchers and releases required by the insurers.  Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to participate with Lessor and Lessor’s lender in any adjustment, collection and compromise of the net award payable in connection with a casualty.  So long as an Event of Default has not occurred and is not then continuing, Lessee may settle, compromise, adjust and collect any such claims upon written notice to Lessor and shall deposit such amounts in excess of Seventy-Five Thousand Dollars ($75,000.00) in an account designated by Lessor to be used for the reconstruction of the Premises as provided below in Section 15(f).  If an Event of Default has occurred and is continuing, Lessee agrees to sign, upon the request of Lessor or Lessor’s lender, all such proofs of loss, receipts, vouchers and releases.  If Lessor or Lessor’s lender so requests, Lessee shall adjust, collect and compromise any and all such claims, and Lessor and Lessor’s lender shall have the right to join with Lessee therein.  Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Lessor and Lessor’s lender, and Lessor and Lessor’s lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise.  Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Lessor or, if required by the mortgage, to Lessor’s lender instead of to Lessor and Lessee jointly, and Lessee hereby appoints each of Lessor and Lessor’s lender as Lessee’s attorneys-in-fact to endorse any draft therefor.  The rights of Lessor under this Section 15(e) shall be extended to Lessor’s lender if and to the extent that any mortgage so provides.

(e)  If Lessee shall fail to comply with its obligations under this Section, for more than twenty (20) days after notice to Lessee (or such longer period if Lessee has commenced to comply with its obligations under this subsection (e) and has notified Lessor in writing that it shall complete such obligations), then  Lessor or its agent may enter upon the Premises in order to take such remedial action as is necessary and may charge the cost of repair to Lessee as additional rent due with Lessee’s next monthly installment of Fixed Annual Rent.  Lessee’s failure to pay such charges within fifteen (15) days of Lessor’s demand shall be treated as a failure to pay rent when due and subject to the same remedies.

(f)  Lessee shall provide Lessor with an engineering or property condition report (at Lessee’s sole cost and expense and in form and substance satisfactory to Lessor, in Lessor’s sole discretion) not more than twenty-four (24) months nor less than eighteen (18) months prior to the end of the Initial Term or any Renewal Term (a “Property Condition Report”).  If (i) such Property Condition Report lists replacements of the roof or HVAC systems required on the Premises during the remainder of the Initial Term or any Renewal Term, or (ii) an alteration or repair to the Premises is required by any applicable Governmental Regulation during the last eighteen (18) months of the Initial Term or any Renewal Term, then, provided such alteration or repair is the result of normal wear and tear and not due to neglect or waste by Lessee, then the cost of such alteration or repair, as the case may be, will be apportioned between Lessor and Lessee with Lessee’s share equal to the cost of such alteration or repair, as the case may be, multiplied by a fraction, the numerator of which shall be the remainder of the Term from the time such alteration or repair needs to be made pursuant to subsections (i) and (ii) above, and the denominator of which shall be the anticipated useful life of such alteration or repair, as the case may be.  If, after any such apportionment, any Renewal Option is exercised in accordance with Section 6, the cost of such alteration or repair will be re-apportioned accordingly.  If such alteration or repair is due to neglect or waste by Lessee, Lessee will bear the full cost of such alteration and repair, including any reasonable costs incurred by Lessor to ensure that the alteration and repair are completed, and such alteration or repair shall be made in accordance with Section 22 of this Lease.

(g)  In the case of any alteration or restoration costing in excess of Two Hundred Fifty Thousand Dollars ($250,000), Lessor (or Lessor’s lender if required by any mortgage) shall hold the net award in a fund (the “Restoration Fund”) which shall be used for the alteration and/or restoration of the Site in question and disburse amounts from the Restoration Fund only in accordance with the following conditions:

(i)Lessee shall commence the restoration as soon as reasonably practical and diligently pursue completion of such restoration to completion;

(ii) prior to commencement of restoration, (A) the architects, contracts, contractors, pl