{"id":41911,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/corporate-headquarters-facility-sunnyvale-ca-master-lease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"corporate-headquarters-facility-sunnyvale-ca-master-lease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/corporate-headquarters-facility-sunnyvale-ca-master-lease.html","title":{"rendered":"Corporate Headquarters Facility (Sunnyvale, CA) Master Lease – Lease Plan North America Inc. and Yahoo! Inc."},"content":{"rendered":"
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EXECUTION COPY<\/font><\/b><\/p>\n\n
 <\/font><\/p>\n\n\n\n\n\n
\n\n\n
Prepared\nby and upon recording return to: W. Kirk Grimm, Esq., McGuireWoods LLP, 77 West\nWacker Drive, Chicago, Illinois 60601 (312) 849-3697<\/font><\/p>\n\n
 <\/font><\/p>\n\n
MASTER LEASE<\/font><\/p>\n\n
dated\nas of March 16, 2001<\/p>\n\n
 <\/font><\/p>\n\n
between<\/p>\n\n
 <\/font><\/p>\n\n
LEASE PLAN NORTH AMERICA, INC.<\/font>,
\nas the Lessor<\/font><\/p>\n\n
 <\/font><\/p>\n\n
and<\/p>\n\n
 <\/font><\/p>\n\n
YAHOO! INC.,
\n<\/font>as the Lessee<\/font><\/p>\n\n
 <\/font><\/p>\n\n
Sunnyvale, California Corporate\nHeadquarters Facility<\/font><\/p>\n\n
\n\n
\n\n<\/font><\/b><\/div>\n\n\n\n
This Lease is superior to a\ndeed of trust in favor of ABN AMRO Bank N.V., as Agent (the 'Agent<\/u>')\nunder the Participation Agreement dated as of March 16, 2001, among the Lessee,\nthe Lessor, the Participants and the Agent for the benefit of the\nParticipants.  This Lease has been\nexecuted in counterparts.  To the\nextent, if any, that this Lease constitutes chattel paper (as such term is\ndefined in the Uniform Commercial Code as in effect in any applicable\njurisdiction), no lien on this Lease may be created through the transfer of\npossession of any counterpart other than the original counterpart containing\nthe receipt therefor executed by the Agent on the signature page hereof.<\/font><\/b><\/p>\n<\/dir>\n\n<\/div>\n\n\n\n\n
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TABLE OF CONTENTS<\/font><\/p>\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE I.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  1.1<\/font>\n  <\/td>\n  \n  Definitions; Interpretation<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE II.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  2.1<\/font>\n  <\/td>\n  \n  Acceptance and Lease\n  of Property<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  2.2<\/font>\n  <\/td>\n  \n  Acceptance\n  Procedure; Appointment as Agent<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  2.3<\/font>\n  <\/td>\n  \n  Lease Term<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  2.4<\/font>\n  <\/td>\n  \n  Title<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE III.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  3.1<\/font>\n  <\/td>\n  \n  Rent<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  3.2<\/font>\n  <\/td>\n  \n  Payment of Basic Rent<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  3.3<\/font>\n  <\/td>\n  \n  Supplemental Rent<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  3.4<\/font>\n  <\/td>\n  \n  Method of Payment<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE IV.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  4.1<\/font>\n  <\/td>\n  \n  Utility Charges<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE V.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  5.1<\/font>\n  <\/td>\n  \n  Quiet Enjoyment<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE VI.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  6.1<\/font>\n  <\/td>\n  \n  Net Lease<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  6.2<\/font>\n  <\/td>\n  \n  No\n  Termination or Abatement<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE VII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  7.1<\/font>\n  <\/td>\n  \n  Nature of\n  Transaction; Intent of the Parties<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE VIII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  8.1<\/font>\n  <\/td>\n  \n  Condition of the Property<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  8.2<\/font>\n  <\/td>\n  \n  Possession and Use\n  of the Property<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE IX.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  9.1<\/font>\n  <\/td>\n  \n  Compliance\n  with Requirements of Law and Insurance Requirements<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE X.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n <\/tr>\n 
\n  10.1<\/font>\n  <\/td>\n  \n  Maintenance and Repair;\n  Return<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XI.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  11.1<\/font>\n  <\/td>\n  \n  Modifications, Substitutions and\n  Replacements<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  12.1<\/font>\n  <\/td>\n  \n  Warranty of Title<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  12.2<\/font>\n  <\/td>\n  \n  Grants\n  and Releases of Easements and Other Agreements<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XIII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  13.1<\/font>\n  <\/td>\n  \n  Permitted\n  Contests Other Than in Respect of Indemnities<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XIV.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  14.1<\/font>\n  <\/td>\n  \n  General\n  Liability and Workers' Compensation Insurance<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  14.2<\/font>\n  <\/td>\n  \n  Hazard and Other Insurance<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  14.3<\/font>\n  <\/td>\n  \n  Coverage<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XV.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  15.1<\/font>\n  <\/td>\n  \n  Casualty and Condemnation<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  15.2<\/font>\n  <\/td>\n  \n  Environmental Matters<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  15.3<\/font>\n  <\/td>\n  \n  Notice of Environmental\n  Matters<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XVI.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  16.1<\/font>\n  <\/td>\n  \n  Termination\n  by the Lessee upon Certain Events<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  16.2<\/font>\n  <\/td>\n  \n  Procedures<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  16.3<\/font>\n  <\/td>\n  \n  Purchase of Property<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XVII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  17.1<\/font>\n  <\/td>\n  \n  Events of Default<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  17.2<\/font>\n  <\/td>\n  \n  Lease Remedies<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  17.3<\/font>\n  <\/td>\n  \n  Waiver of Certain Rights<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  17.4<\/font>\n  <\/td>\n  \n  Loan Remedies<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  17.5<\/font>\n  <\/td>\n  \n  Remedies Cumulative<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  17.6<\/font>\n  <\/td>\n  \n  The Lessee's Right to Cure<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XVIII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  18.1<\/font>\n  <\/td>\n  \n  The\n  Lessor's Right to Cure the Lessee's Defaults<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XIX.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  19.1<\/font>\n  <\/td>\n  \n  \nProvisions\n  Relating to the Lessee's Termination of this Lease or Exercise of Purchase\n  Option or Obligation and Conveyance Upon Remarketing and Conveyance Upon\n  Certain Other Events<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XX.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  20.1<\/font>\n  <\/td>\n  \n  Purchase Option<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  20.2<\/font>\n  <\/td>\n  \n  Expiration Date\n  Purchase Obligation<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  20.3<\/font>\n  <\/td>\n  \n  Acceleration of\n  Purchase Obligation<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXI.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  21.1<\/font>\n  <\/td>\n  \n  Renewal<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE\n  XXII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  22.1<\/font>\n  <\/td>\n  \n  Option to Remarket<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  22.2<\/font>\n  <\/td>\n  \n  Certain Obligations Continue<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  22.3<\/font>\n  <\/td>\n  \n  Support Obligations<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXIII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  23.1<\/font>\n  <\/td>\n  \n  Holding Over<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXIV.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  24.1<\/font>\n  <\/td>\n  \n  Risk of Loss<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXV.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  25.1<\/font>\n  <\/td>\n  \n  Subletting and Assignment<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXVI.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  26.1<\/font>\n  <\/td>\n  \n  Estoppel Certificates<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXVII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  27.1<\/font>\n  <\/td>\n  \n  Right to Inspect<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  27.2<\/font>\n  <\/td>\n  \n  No Waiver<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXVIII.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  28.1<\/font>\n  <\/td>\n  \n  Acceptance of Surrender<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXIX.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  29.1<\/font>\n  <\/td>\n  \n  No Merger of Title<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXX.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  30.1<\/font>\n  <\/td>\n  \n  Notices<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  ARTICLE XXXI.<\/a><\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  31.1<\/font>\n  <\/td>\n  \n  Miscellaneous<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.2<\/font>\n  <\/td>\n  \n  Amendments and\n  Modifications<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.3<\/font>\n  <\/td>\n  \n  Successors and Assigns<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.4<\/font>\n  <\/td>\n  \n  Headings and Table of\n  Contents<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.5<\/font>\n  <\/td>\n  \n  Counterparts<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.6<\/font>\n  <\/td>\n  \n  GOVERNING LAW<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.7<\/font>\n  <\/td>\n  \n  Limitations on Recourse<\/a><\/font>\n  <\/td>\n <\/tr>\n 
\n  31.8<\/font>\n  <\/td>\n  \n  Original Lease<\/a><\/font>\n  <\/td>\n <\/tr>\n \n 
<\/td>\n  <\/td>\n  <\/td>\n <\/tr>\n<\/table>\n\n\n
 <\/font><\/p>\n<\/dir>\n\n\n\n\n
SCHEDULE<\/font><\/b><\/p>\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  
\n  SCHEDULE 17.2(j)<\/font>\n  <\/td>\n  \n  Specific Provisions for Commercially\n  Reasonable Standards<\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  APPENDICES<\/font><\/b>\n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  APPENDIX\n  I<\/font>\n  <\/td>\n  \n  Definitions\n  and Interpretation<\/font>\n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  EXHIBITS<\/font><\/b>\n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
 \n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  EXHIBIT\n  A<\/font>\n  <\/td>\n  \n  Form\n  of Lease Supplement<\/font>\n  <\/td>\n <\/tr>\n 
\n  EXHIBIT B<\/font>\n  <\/td>\n  \n  Legal Description of\n  Land<\/font>\n  <\/td>\n <\/tr>\n<\/table>\n\n
 <\/font><\/p>\n\n<\/div>\n\n\n\n\n
\n\n
MASTER LEASE<\/font><\/p>\n\n
             THIS MASTER LEASE (as amended,\nsupplemented or otherwise modified from time to time, this 'Lease<\/u>'),\ndated as of March 16, 2001, is by and between LEASE PLAN NORTH AMERICA, INC.,\nan Illinois corporation, having its principal office at 135 S. LaSalle Street\nChicago, Illinois 60603, as the lessor (together with its permitted successors\nand assigns, the 'Lessor<\/u>') and YAHOO! INC., a Delaware\ncorporation, having its principal office at 3420 Central Expressway, Santa\nClara, California 95051, as the lessee (the 'Lessee<\/u>').<\/font><\/p>\n\n
W I T N E S S E T H<\/font>:<\/font><\/p>\n\n
             A.         WHEREAS,\nthe Lessor will purchase the Phase I Facility on the Land Interest Acquisition\nDate therefor and will purchase the Phase II Facility on the Land Interest\nAcquisition Date therefor, and each of the Phase I Facility and the Phase II\nFacility will be leased to the Lessee subject to the terms of this Lease from\nand after the relevant Land Interest Acquisition Date; and<\/font><\/p>\n\n
             B.          WHEREAS,\non the applicable Lease Term Commencement Date, the Lessor desires to lease to\nthe Lessee and the Lessee desires to lease from the Lessor, the relevant\nportion of the Property pursuant to this Lease.<\/font><\/p>\n\n
             NOW, THEREFORE, in consideration of\nthe foregoing, and of other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto agree as\nfollows:<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE I.<\/font><\/b><\/p>\n\n
<\/a><\/a>             1.1        <\/b><\/font><\/a>Definitions;\nInterpretation<\/font><\/b><\/u><\/a>. \n<\/font>Capitalized terms used\nbut not otherwise defined in this Lease have the respective meanings specified\nin Appendix 1<\/u> to this Lease; and the rules of interpretation set forth\nin Appendix 1<\/u> to this Lease shall apply to this Lease.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE\nII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             2.1        <\/b><\/font><\/a>Acceptance and Lease of Property<\/font><\/b><\/u><\/a>.  Effective as of the Closing Date, the Lessor,\nsubject to the satisfaction or waiver of the applicable conditions set forth in\nSection 6 of the Participation Agreement, hereby agrees to acquire the Phase I\nFacility on the initial Land Interest Acquisition Date pursuant to the terms of\nthe Participation Agreement, and to lease to the Lessee hereunder for the Term\n(as defined in Section 2.3<\/u>), the Lessor's interest in such Phase I\nFacility and, subject to satisfaction or waiver of the applicable conditions\nset forth in Section 6 of the Participation Agreement, effective as of the Land\nInterest Acquisition Date in respect of the Phase II Facility, the Phase II\nFacility, and the Lessee hereby agrees, expressly for the direct benefit of the\nLessor, to lease commencing on the applicable Lease Commencement Date from the\nLessor for the Term, the Lessor's interest in each such portion of the Property\nto be delivered on the applicable Land Interest Acquisition Date and any\nImprovements thereon pursuant to this Lease or the Participation Agreement.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             2.2        <\/b><\/font><\/a>Acceptance Procedure<\/font><\/b><\/u><\/a>;\nAppointment as Agent<\/font><\/u><\/b>.  The Lessor hereby authorizes one or more\nemployees of the Lessee, to be designated by the Lessee, as the authorized\nrepresentative or representatives of the Lessor to accept delivery on behalf of\nthe Lessor of the relevant portion of the Property identified on the applicable\nAcquisition Request.  The Lessee hereby\nagrees that such acceptance of delivery by such authorized representative or\nrepresentatives and the execution and delivery by the Lessee on each Land Interest\nAcquisition Date of a Lease Supplement in the form of Exhibit A<\/u> hereto\nwith respect to the applicable portion of the Property (appropriately\ncompleted) shall, without further act, constitute the irrevocable acceptance by\nthe Lessee of the portion of the Property which is the subject thereof for all\npurposes of this Lease and the other Operative Documents on the terms set forth\ntherein and herein. In addition, the Lessor hereby irrevocably designates and\nappoints the Lessee as its agent for the purpose of supervising and monitoring\nthe performance of the Existing Owner in the completion, following each\napplicable Land Interest Acquisition Date, of all outstanding punch list items\nin respect of the relevant Improvements and all other obligations of the Existing\nOwner in respect of the Property following each Land Interest Acquisition\nDate.  The Lessee hereby unconditionally\nagrees to act as said agent on behalf of the Lessor.<\/font><\/p>\n\n
<\/a><\/a>             2.3        <\/b><\/font><\/a>Lease Term<\/font><\/b><\/u><\/a>.  The term of this Lease (the 'Term<\/u>')\nshall begin (1) with respect to the Phase I Facility, on the Land Interest\nAcquisition Date applicable thereto; and (2) with respect to the Phase II\nFacility, on the Land Interest Acquisition Date applicable thereto and, in each\ncase, shall end on the fifth anniversary of the Closing Date, unless the Term\nis renewed or earlier terminated in accordance with the provisions of this\nLease.<\/font><\/p>\n\n
<\/a><\/a>             2.4        <\/b><\/font><\/a>Title<\/font><\/b><\/u><\/a>.  The Property is leased to the Lessee without\nany representation or warranty of title, condition of any of the Improvements\nor permitted uses, express or implied, by the Lessor and subject to the rights\nof parties in possession, the existing state of title (including, without\nlimitation, the Permitted Exceptions) and all applicable Requirements of\nLaw.  The Lessee shall in no event have\nany recourse against the Lessor for any defect in or exception to title to the\nProperty, other than for any such defect or exception constituting a Lessor\nLien.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE III.<\/font><\/b><\/p>\n\n
<\/a><\/a>             3.1        <\/font><\/b><\/a>\nRent<\/font><\/b><\/u><\/a>.<\/font><\/b><\/p>\n\n
                           <\/font>(a)        \n During the Term, the Lessee shall pay\nBasic Rent on each Payment Date, on the date required under Section 22.1(i)<\/u>\nin connection with the Lessee's exercise of the Remarketing Option and on any\ndate on which this Lease shall terminate.<\/font><\/p>\n\n
                           (b)        Neither the Lessee's \ninability or\nfailure to take possession of all or any portion of the Property when delivered\nby the Lessor, nor the Lessor's inability or failure to deliver all or any\nportion of the Property to the Lessee on or before the contemplated Lease\nCommencement Date therefor, whether or not attributable to any act or omission\nof the Lessee or any act or omission of the Lessor, or for any other reason\nwhatsoever (including any act or omission of the Existing Owner), shall delay\nor otherwise affect the Lessee's obligation to pay Rent for the Property from\nand after commencement of the Term.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             3.2        <\/b><\/font><\/a>Payment of Basic Rent<\/font><\/b><\/u><\/a>.  Basic Rent shall be paid absolutely net to\nthe Lessor, so that this Lease shall yield to the Lessor the full amount\nthereof, without setoff, deduction or reduction, whether or not the Lessee's\nquiet possession of the Property is disturbed.<\/font><\/p>\n\n
<\/a><\/a>             3.3        <\/font><\/b><\/a>Supplemental Rent<\/font><\/b><\/u><\/a>.  The Lessee shall pay to the Lessor or the\nPerson entitled thereto any and all Supplemental Rent promptly as the same\nshall become due and payable, and if the Lessee fails to pay any Supplemental\nRent, the Lessor shall have all rights, powers and remedies provided herein or\nby law or equity or otherwise in the case of nonpayment of Basic Rent.  The Lessee shall pay to the Lessor, as\nSupplemental Rent, among other things, on demand, to the extent permitted by\nApplicable Law, interest at the applicable Overdue Rate on any installment of\nBasic Rent not paid when due for the period for which the same shall be overdue\nand on any payment of Supplemental Rent not paid when due or demanded by the\nLessor for the period from the due date or the date of any such demand, as the\ncase may be, until the same shall be paid. \nThe expiration or other termination of the Lessee's obligations to pay\nBasic Rent hereunder shall not limit or modify the obligations of the Lessee\nwith respect to Supplemental Rent. \nUnless expressly provided otherwise in this Lease, in the event of any\nfailure on the part of the Lessee to pay and discharge any Supplemental Rent as\nand when due, the Lessee shall also promptly pay and discharge any fine,\npenalty, interest or cost which may be assessed or added under any agreement\nwith a third party for nonpayment or late payment of such Supplemental Rent,\nall of which shall also constitute Supplemental Rent.<\/font><\/p>\n\n
<\/a><\/a>             3.4        <\/font><\/b><\/a>Method of Payment<\/font><\/b><\/u><\/a>.  Each payment of Rent shall be made by the\nLessee to the Lessor by 12:00 noon, Chicago time, at the place of payment\ndesignated by Agent in funds consisting of lawful currency of the United States\nof America which shall be immediately available on the scheduled date when such\npayment shall be due, unless such scheduled date shall not be a Business Day,\nin which case such payment shall be made on the next succeeding Business Day or\nas otherwise required by the definition of the term 'Interest Period'\nset forth in Appendix 1 hereto. \nPayments initiated after 12:00 noon, Chicago time shall be deemed\nreceived on the next succeeding Business Day for purposes of the second\nsentence of Section 3.3<\/u> hereof, but shall be deemed received on the same\nday for purposes of Section 17.1<\/u> hereof.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE\nIV.<\/font><\/b><\/p>\n\n
<\/a><\/a>             4.1        <\/b><\/font><\/a>Utility Charges<\/font><\/b><\/u><\/a>.  Subject to the Lessee's rights under the\nterms of Article XIII<\/u> relating to permitted contests, the Lessee shall\npay or cause to be paid all charges for electricity, power, gas, oil, water,\ntelephone, sanitary sewer service and all other rents and utilities used in or\non the Property during the Term.  The\nLessee shall be entitled to seek and receive any credit or refund with respect\nto any utility charge paid by the Lessee and the amount of any credit or refund\nreceived by the Lessor on account of any utility charges paid by the Lessee,\nnet of the costs and expenses reasonably incurred by the Lessor in obtaining\nsuch credit or refund, shall be promptly paid over to the Lessee.  All charges for utilities imposed with\nrespect to the Property for a billing period during which this Lease expires or\nterminates shall be adjusted and prorated on a daily basis between the Lessor\nand the Lessee, and each party shall pay or reimburse the other for each\nparty's pro rata share thereof, except that if the Lessee retains possession of\nthe Property after termination or expiration of this Lease, no such adjustment\nand proration shall be made.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE V.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             5.1        <\/b><\/font><\/a>Quiet Enjoyment<\/font><\/b><\/u><\/a>.  Subject to the rights of the Lessor\ncontained in Section 17.2<\/u> and the other terms of this Lease and so long\nas no Event of Default shall have occurred and be continuing, the Lessee shall\npeaceably and quietly have, hold and enjoy the Property for the Term, free of\nany claim or other action by the Lessor or anyone rightfully claiming by,\nthrough or under the Lessor (other than the Lessee) with respect to any matters\narising from and after (i) the Land Interest Acquisition Date therefor, in\nthe case of the Phase I Facility, and (ii) the Land Interest Acquisition Date\ntherefor, in the case of the Phase II Facility.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE\nVI.<\/font><\/b><\/p>\n\n
<\/a><\/a>             6.1        <\/b><\/font><\/a>Net Lease<\/font><\/b><\/u><\/a>.\nThis Lease shall constitute a net lease. \nIt is the further express intent of the Lessor and the Lessee that the\nobligations of the Lessor and the Lessee hereunder shall be separate and independent\ncovenants and agreements and that the Basic Rent and Supplemental Rent, and all\nother charges and sums payable by the Lessee hereunder, shall commence at the\ntimes provided herein and shall continue to be payable in all events unless the\nobligations to pay the same shall be terminated pursuant to an express\nprovision in this Lease.  Any present or\nfuture law to the contrary notwithstanding, this Lease shall not terminate, nor\nshall the Lessee be entitled to any abatement, suspension, deferment, reduction,\nsetoff, counterclaim, or defense (other than the defense of payment) with\nrespect to the Rent, nor shall the obligations of the Lessee hereunder be\naffected (except as expressly herein permitted and by performance of the\nobligations in connection therewith) by reason of: (i) any defect in the\ncondition, merchantability, design, construction, quality or fitness for use of\nthe Property or any portion thereof, or the failure of the Property to comply\nwith all Requirements of Law and Insurance Requirements, including any\ninability to occupy or use the Property or any portion thereof by reason of\nsuch non\u2013compliance; (ii) any damage to, removal, abandonment, salvage,\nloss, contamination of or Release from, scrapping or destruction of, or any\nrequisition or taking of the Property or any portion thereof; (iii) any\nrestriction, prevention or curtailment of or interference with any use of the\nProperty or any portion thereof; (iv) any defect in title to or rights to the\nProperty or any portion thereof or any Lien on such title or rights or on the\nProperty (other than Lessor Liens); (v) any change, waiver, extension,\nindulgence or other action or omission or breach in respect of any obligation\nor liability of or by the Lessor, the Agent or any Participant (other than the\nbreach by the Lessor of its covenant of quiet enjoyment set forth in Section\n5.1<\/u>); (vi) any bankruptcy, insolvency, reorganization, composition,\nadjustment, dissolution, liquidation or other like proceedings relating to the\nLessee, the Lessor, the Agent, any Participant or any other Person, or any\naction taken with respect to this Lease by any trustee or receiver of the\nLessee, the Lessor, the Agent, any Participant or any other Person, or by any\ncourt, in any such proceeding; (vii) any claim that the Lessee has or might\nhave against any Person, including without limitation the Lessor, the Existing\nOwner, any vendor, manufacturer, contractor of or for the Property, the Agent\nor any Participant;  (viii) any failure\non the part of the Lessor to perform or comply with any of the terms of this\nLease, any other Operative Document or any other agreement (other than the\nbreach by the Lessor of its covenant of quiet enjoyment set forth in Section\n5.1<\/u>); (ix) any invalidity or unenforceability or illegality or\ndisaffirmance of this Lease, against or by the Lessee or any provision hereof\nor any of the other Operative Documents or any provision of any thereof; (x)\nthe impossibility or illegality of performance by the Lessee, the Lessor or\nboth; (xi) any action by any court, administrative agency or other Governmental\nAuthority; (xii) any restriction, prevention or curtailment of or interference\nwith the construction on or any use of the Property or any portion thereof; or\n(xiii) any other cause or circumstances whether similar or dissimilar to the\nforegoing and whether or not the Lessee shall have notice or knowledge of any\nof the foregoing.  The parties intend\nthat the obligations of the Lessee hereunder shall be covenants and agreements\nthat are separate and independent from any obligations of the Lessor hereunder\nor under any other Operative Document and the obligations of the Lessee shall\ncontinue unaffected unless such obligations shall have been modified or\nterminated in accordance with an express provision of this Lease.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             6.2        <\/b><\/font><\/a>No Termination or Abatement<\/font><\/b><\/u><\/a>.  The Lessee shall remain obligated under this\nLease in accordance with its terms and shall not take any action to terminate\n(except as provided herein), rescind or avoid this Lease, notwithstanding any\naction for bankruptcy, insolvency, reorganization, liquidation, dissolution, or\nother proceeding affecting the Lessor, the Agent, any Participant or the Lessee\nor any action with respect to this Lease or any Operative Document which may be\ntaken by any trustee, receiver or liquidator of the Lessor, the Agent, any\nParticipant or the Lessee or by any court with respect to the Lessor, the Agent\nor any Participant.  The Lessee hereby\nwaives, to the extent permitted by Applicable Law, all right (i) to terminate\nor surrender this Lease (except as provided herein) or (ii) to avail itself of\nany abatement, suspension, deferment, reduction, setoff, counterclaim or\ndefense (other than the defense of payment) with respect to any Rent.  The Lessee shall remain obligated under this\nLease in accordance with its terms and the Lessee hereby waives, to the extent\npermitted by Applicable Law, any and all rights now or hereafter conferred by\nstatute or otherwise to modify or to avoid strict compliance with its\nobligations under this Lease. \nNotwithstanding any such statute or otherwise, the Lessee shall be bound\nby all of the terms and conditions contained in this Lease.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE VII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             7.1        <\/font><\/b><\/a>Nature of Transaction; Intent of the Parties<\/font><\/b><\/u><\/a>.<\/font><\/p>\n\n
                           (a)         It is the intent \nof the parties hereto\nthat: (i) this Lease constitutes an 'operating lease' pursuant to\nStatement of Financial Accounting Standards No. 13, as amended and interpreted,\nfor purposes of the Lessee's financial reporting, and (ii) for purposes of\nfederal, state, and local income or franchise taxes (and for any other tax\nimposed on or measured by income) and documentary, intangibles and transfer\ntaxes, the transaction contemplated hereby is a financing arrangement and\npreserves ownership in the Property in the Lessee.  The parties shall take no action inconsistent with such\nintention.  Nevertheless, the Lessee\nacknowledges and agrees that neither the Agent, the Lessor nor any Participant\n(other than the Tranche Y Participant) has made any representations or\nwarranties to the Lessee concerning the tax, accounting or legal\ncharacteristics of the Operative Documents and that the Lessee has obtained and\nrelied upon such tax, accounting and legal advice concerning the Operative\nDocuments as it deems appropriate.<\/font><\/p>\n\n
                           (b)        Anything to the contrary \nin the\nOperative Documents notwithstanding, the Lessor and the Lessee intend and agree\nthat with respect to the nature of the transactions evidenced by this Lease in\nthe context of the exercise of remedies under the Operative Documents,\nincluding, without limitation, in the case of any insolvency or receivership\nproceedings or a petition under the United States bankruptcy laws or any other\napplicable insolvency laws or statute of the United States of America or any\nState or Commonwealth thereof or any foreign country affecting the Lessee, the\nLessor, or any Participant or any enforcement or collection actions arising out\nof or relating to bankruptcy or insolvency laws, (i) the transactions evidenced\nby this Lease shall be deemed to be loans made by the Lessor and the\nParticipants to the Lessee secured by the Property, (ii) the obligations of the\nLessee under this Lease to pay Basic Rent, Supplemental Rent, Asset Termination\nValue or Residual Value Guarantee Amount in connection with a purchase of the\nProperty pursuant to this Lease shall be treated as payments of interest on\n(with respect to Basic Rent), and principal of, respectively, loans from the\nLessor and the Participants to the Lessee, and (iii) this Lease grants a\nsecurity interest and mortgage or deed of trust lien, as the case may be, in\nthe Property to the Lessor and the Lease has been assigned by the Lessor to the\nAgent for the benefit of the Participants to secure the Lessee's performance\nunder and payment of all amounts under this Lease and the other Operative\nDocuments.<\/font><\/p>\n\n\n\n\n

\n                           (c)         Specifically, without limiting the\n\ngenerality of subsection (b) of this Section 7.1, the Lessor and the Lessee\nfurther intend and agree that, for the purpose of securing the Lessee's\nobligations for the repayment of the above\u2013described loans from the\nLessor and the Participants to the Lessee (the aggregate commitment from the\nParticipants as of the date hereof is Two Hundred Seventy Million Dollars\n($270,000,000) and the maturity date of such loans as of the date hereof is March\n16, 2006,), (i) this Lease shall also be deemed to be a security agreement and\nfinancing statement within the meaning of Article 9 of the Uniform Commercial\nCode and a real property mortgage of the Property; (ii) the conveyance provided\nfor in Article II shall be deemed to be a grant by the Lessee to the Lessor,\nassigned by the Lessor to the Agent for the benefit of the Participants, of a\nmortgage lien and security interest in all of the Lessee's right, title and\ninterest in and to the Property, except to the extent all or a portion of the\nProperty is released from this Lease in accordance with the Operative\nDocuments, and all proceeds of the conversion, voluntary or involuntary, of the\nforegoing into cash, investments, securities or other property, whether in the\nform of cash, investments, securities or other property (it being understood\nthat the Lessee hereby mortgages and warrants and grants a security interest in\nthe Property to Lessor to secure such loans); (iii) the possession by the\nLessor or any of its agents of any of the Collateral (as defined below) which\nconstitutes notes and such other items of property as constitute instruments,\nmoney, negotiable documents or chattel paper shall be deemed to be\n'possession by the secured party' for purposes of perfecting the\nsecurity interest pursuant to Section 9\u2013305 of the Uniform Commercial\nCode; and (iv) notifications to Persons holding such property, and\nacknowledgments, receipts or confirmations from financial intermediaries,\nbankers or agents (as applicable) of the Lessee shall be deemed to have been\ngiven for the purpose of perfecting such security interest under Applicable\nLaw; provided that the foregoing provisions of this subsection 7.1(c) shall not\nbe deemed or construed so as to constitute the transactions evidenced under\nthis Lease as loans other than for the purposes described in subsection\n7.1(a)(ii) and\/or under the circumstances described in subsection 7.1(b).  The Lessor and the Lessee shall, to the extent\nconsistent with this Lease, take such actions and execute, deliver, file and\nrecord such other documents, financing statements, mortgages and deeds of trust\nas may be necessary to ensure that, if this Lease were deemed to create a\nsecurity interest in the Property in accordance with this Section, such\nsecurity interest would be deemed to be a perfected security interest of first\npriority (subject to Permitted Exceptions) under Applicable Law and will be\nmaintained as such throughout the Term.<\/font><\/p>\n\n
                           (d)        If the transactions \nevidenced by this\nLease and the other Operative Documents can no longer be treated as an\noperating lease pursuant to GAAP for accounting purposes (other than by reason\nof the failure of the Lessor to maintain the minimum equity required by EITF\nIssues 96\u201321 and 97\u20131), all provisions in the Operative Documents\nlimiting the Lessee's obligation to pay the Asset Termination Value (including\nthe Remarketing Option) on the Expiration Date or otherwise shall no longer\napply.  If any such change in accounting\ntreatment shall occur, the Lessee, the Lessor, the Agent and the Participants\nshall negotiate in good faith to enter into such amendments to the Operative\nDocuments as may be reasonably necessary or desirable to reflect the foregoing.<\/font><\/p>\n\n
                           (e)         In the event that, \nafter the date\nhereof, the UCC as enacted and in effect in any applicable jurisdiction shall\nbe revised or amended or amendments thereto shall become effective, the Lessee,\nthe Lessor, the Agent and the Participants shall negotiate in good faith to\nenter into such amendments to the Operative Documents as may be reasonably\nnecessary or desirable to effect the intended purposes of this Lease and the\nother Operative Documents in light of such revisions or amendments.<\/font><\/p>\n\n
                           (f)         Specifically, \nwithout limiting the\ngenerality of subsection (b)<\/u> of Section 7.1<\/u>, in order to\nsecure the Lessee's obligation to pay Basic Rent, Supplemental Rent, Asset\nTermination Value, the Residual Value Guarantee Amount, the Purchase Option\nPrice and all other obligations owing by the Lessee under the Operative Documents\n(the 'Obligations<\/u>'), the Lessee hereby grants, remises,\nreleases, aliens, conveys, transfers, mortgages, assigns and warrants to First\nAmerican Title Insurance Company, as trustee (as 'Trustee<\/u>')\nfor the benefit of Lessor WITH POWER OF SALE and right of entry and possession,\nall of the Lessee's  right, title and\ninterest in and to the following (collectively, the 'Collateral<\/u>'):<\/font><\/p>\n\n\n
                           (i)          all right, \ntitle and interest of the\nLessee in and to the Property or any part thereof and the reversions,\nremainders, rents, issues and profits thereof;<\/font><\/p>\n\n\n\n
                           (ii)         all right, title \nand interest of the\nLessee in and to all Fixtures and Improvements and all substitutes and\nreplacements of, and all additions and improvements to, the Improvements and\nthe Fixtures, subsequently acquired by the Lessee or constructed, assembled or\nplaced by Lessee on any of the Land Interest, immediately upon such\nacquisition, release, construction, assembling or placement, including, without\nlimitation, any and all building materials whether stored at the Property or\noffsite, and, in each such case, without any further mortgage, deed of trust,\nconveyance, assignment or other act by the Lessee;<\/font><\/p>\n\n\n\n
                           (iii)        all right, title and \ninterest of the\nLessee in, to and under all books and records relating to or used in connection\nwith the operation of the Property or the Fixtures or any part thereof and the\nEquipment;<\/font><\/p>\n\n\n\n\n\n\n

\n                           (iv)       all right, title and interest of the\nLessee in and to all insurance policies (including title insurance policies)\nrequired to be maintained by the Lessee pursuant to the Operative Documents,\nincluding the right to collect and receive such proceeds; and all awards and\nother compensation, including the interest payable thereon and the right to\ncollect and receive the same, made to the owner of the Property for the taking\nby eminent domain, condemnation or otherwise, of all or any part of the\nProperty or any easement or other right therein;<\/font><\/p>\n\n\n\n
                           (v)        all right, title and \ninterest of the\nLessee in and to (i) all consents, licenses, building permits, certificates of\noccupancy and other governmental approvals relating to construction,\ncompletion, occupancy, use or operation of the Property or any portion thereof,\nprovided<\/u> that any such consent, license, permit, certificate or approval\nthat by its terms or by operation of law would become void, voidable,\nterminable or revocable or would result in a breach or default thereunder or\nunder any applicable law if subjected to the lien granted pursuant to this clause\n(v)<\/u> is expressly excepted and excluded from this clause (v)<\/u> to the\nextent necessary to avoid such result, and (ii) all plans and specifications\nrelating to the Property or any portion thereof, in each case to the extent\nassignable;<\/font><\/p>\n\n\n\n
                           (vi)       all Rent and all other rents, \npayments,\npurchase prices, receipts, revenues, issues and profits payable under this\nLease or pursuant to any other lease with respect to the Property;<\/font><\/p>\n\n\n\n
                           (vii)      all proceeds, both cash and \nnoncash, of\nthe foregoing and any items acquired in substitution of, or replacement for,\nany of the foregoing; and<\/font><\/p>\n\n\n\n
                           (viii)     all right, title and interest of the \nLessee\nin and to all of the Operative Documents, including, without limitation, each\nLease Supplement, regardless of whether the interest of the Lessee therein is\nthat of lessee, sublessee, sublessor or borrower.<\/font><\/p>\n\n\n
                           (g)        For the purposes of the \nsecurity\nagreement and financing statement provided herein the following information\napplies:<\/font><\/p>\n\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  
\n  \n(i)<\/font>\n\n  <\/td>\n  \n  \nName\n  and Address of Debtor:<\/font>\n\n  <\/td>\n   \n\n  <\/td>\n  \n  \nYahoo!\n  Inc. 
\n  3420 Central Expressway 
\n  Santa Clara, California  95051<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \n(ii)<\/font>\n\n  <\/td>\n  \n  \nName\n  and Address of Secured Party:<\/font>\n\n  <\/td>\n   \n\n  <\/td>\n  \n  \nLease\n  Plan North America, Inc. 
\n  135 South LaSalle Street, Suite 740 
\n  Chicago, Illinois  60603<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \n(iii)<\/font>\n\n  <\/td>\n  \n  \nDescription\n  of the types (or items) by property covered by this Financing Statement<\/font>\n\n  <\/td>\n   \n\n  <\/td>\n  \n  \nThose\n  items described as Improvements, Fixtures and other personal property in Section\n  7.1(f)<\/u><\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \n(iv)<\/font>\n\n  <\/td>\n  \n  \nDescription\n  of real estate to which collateral is attached or upon which it is located:<\/font>\n\n  <\/td>\n   \n\n  <\/td>\n  \n  \nSee\n  Exhibit B<\/u> hereto<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n<\/table>\n\n\n\n\n\n
<\/a><\/a>ARTICLE VIII.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             8.1        <\/b><\/font><\/a>Condition of the Property<\/font><\/b><\/u><\/a>.  THE LESSEE ACKNOWLEDGES AND AGREES THAT\nALTHOUGH THE LESSOR WILL HOLD FEE TITLE TO THE PROPERTY, THE LESSEE IS SOLELY\nRESPONSIBLE FOR THE IMPROVEMENTS AND ANY ALTERATIONS OR MODIFICATIONS.  THE LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT\nIT IS LEASING THE PROPERTY 'AS IS' WITHOUT REPRESENTATION, WARRANTY\nOR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR, THE AGENT OR ANY PARTICIPANT\nAND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF\nANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE\nSURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF\nLAW WHICH MAY EXIST ON THE DATE HEREOF. \nNEITHER THE LESSOR, THE AGENT NOR ANY PARTICIPANT HAS MADE OR SHALL BE\nDEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR\nIMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE\n(EXCEPT FOR THE LESSOR'S COVENANT OF QUIET ENJOYMENT SET FORTH IN SECTION\n5.1<\/u>), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS\nFOR USE OF THE PROPERTY (OR ANY PORTION THEREOF, INCLUDING ANY IMPROVEMENTS\nEXISTING THEREON), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT\nWHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PORTION\nTHEREOF, INCLUDING ANY IMPROVEMENTS EXISTING THEREON) AND NEITHER THE LESSOR,\nTHE AGENT NOR ANY PARTICIPANT SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT\nDEFECT THEREIN OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY\nWITH ANY REQUIREMENT OF LAW.<\/font><\/p>\n\n
<\/a><\/a>             8.2        <\/b><\/font><\/a>Possession and Use of the Property<\/font><\/b><\/u><\/a>.\nThe Property shall be used in a manner consistent with properties of a similar\nnature in the businesses in which the Lessee is engaged or as permitted in any\nsublease or assignment allowed by Section 25.1<\/u> hereof and in compliance\nin all respects with any covenants, conditions and restrictions of record and\nany ordinance or law affecting the use and occupancy of the Property; and provided<\/u>\nthat such other uses do not increase the liability, directly or indirectly, of\nthe Lessor or adversely affect the value, utility or remaining useful life of\nthe Property.  At all times during the\napplicable Term, the Property shall not be abandoned by the Lessee or a\npermitted assignee or sublessee.  The\nLessee shall pay, or cause to be paid, all charges and costs required in\nconnection with the use of the Property as contemplated by this Lease.  The Lessee shall not commit or permit any\nwaste of the Property or any portion thereof.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE IX.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             9.1        <\/font><\/b><\/a>Compliance with Requirements of Law and Insurance\nRequirements<\/font><\/b><\/u><\/a>.  Subject to the terms of Article XIII<\/u>\nrelating to permitted contests, the Lessee, at its sole cost and expense, shall\n(a) comply with all Requirements of Law and all Insurance Requirements relating\nto the Property, including the construction, use, operation, maintenance,\nrepair and restoration thereof and the remarketing thereof pursuant to Article\nXXII<\/u>, whether or not compliance therewith shall require structural or\nextraordinary changes in the Improvements or interfere with the use and\nenjoyment of the Property, and (b) procure, maintain and comply with all\nlicenses, permits, orders, approvals, consents and other authorizations\nrequired for the construction, use, maintenance and operation of the Property\nand for the use, operation, maintenance, repair and restoration of the\nImprovements.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE\nX.<\/font><\/b><\/p>\n\n
<\/a><\/a>             10.1     <\/b><\/font><\/a>Maintenance and Repair; Return<\/font><\/b><\/u><\/a>.<\/font><\/u><\/b><\/p>\n\n
                           (a)         The Lessee, at its \nsole cost and\nexpense, shall maintain the Property in good working order, mechanical\ncondition and repair, subject to reasonable wear and tear, and make all necessary\nrepairs thereto, of every kind and nature whatsoever, whether interior or\nexterior, ordinary or extraordinary, structural or nonstructural or foreseen or\nunforeseen, in each case in compliance with all applicable Requirements of Law\nand in compliance with all Insurance Requirements and on a basis consistent\nwith the operation and maintenance of commercial properties comparable in type\nand location to the Property and in compliance with prudent industry practice.<\/font><\/p>\n\n
                           (b)        The Lessor shall under \nno circumstances\nbe required to build any improvements on the Property, make any repairs,\nreplacements, alterations or renewals of any nature or description to the\nProperty, make any expenditure whatsoever in connection with this Lease or\nmaintain the Property in any way.  The\nLessor shall not be required to maintain, repair or rebuild all or any part of\nthe Property, and the Lessee waives any right to (i) require the Lessor to\nmaintain, repair, or rebuild all or any part of the Property, or (ii) make\nrepairs at the expense of the Lessor pursuant to any Requirement of Law,\nInsurance Requirement, contract, agreement, or covenant, condition or\nrestriction in effect at any time during the Term.<\/font><\/p>\n\n
                           (c)         The Lessee shall, \nupon the expiration\nor earlier termination of this Lease (unless the Property is conveyed to the\nLessee as provided herein), vacate and surrender the Property to the Lessor in\nits then-current, 'AS IS' condition, subject to the Lessee's\nobligations under Sections 9.1<\/u>, 10.1(a)<\/u>, 11.1<\/u>, 12.1<\/u>,\n15.1(e)<\/u>, 15.2<\/u>, 17.2(h)<\/u>, 22.1<\/u> and 23.1<\/u>.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XI.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             11.1     <\/font><\/b><\/a>Modifications, Substitutions and Replacements<\/font><\/b><\/u><\/a>.<\/font><\/u><\/b><\/p>\n\n
                           (a)         The Lessee, at its \nsole cost and\nexpense, may at any time and from time to time make alterations, renovations,\nimprovements and additions to the Property or any portion thereof and\nsubstitutions and replacements therefor (collectively, 'Modifications<\/u>');\nprovided<\/u> that: (i) no Modification shall impair the value, utility or\nremaining useful life of the Property or any part thereof from that which\nexisted immediately prior to such Modification; (ii) the Modification shall be\ndone expeditiously and in a good and workmanlike manner; (iii) the Lessee shall\ncomply with all Requirements of Law and all Insurance Requirements applicable\nto the Modification, including the obtaining of all permits and certificates of\noccupancy, and the structural integrity of the Property shall not be adversely\naffected; (iv) subject to the terms of Article XIII<\/u> relating to\npermitted contests, the Lessee shall pay all costs and expenses and shall\ndischarge (or cause to be insured or bonded over) within sixty (60) days after\nthe same shall be filed (or otherwise become effective) any Liens arising with\nrespect to the Modification; and (v) such Modifications shall comply with Sections\n8.2<\/u> and 10.1<\/u>.  All\nModifications (other than those that both are not Modifications required to be\nmade pursuant to a Requirement of Law or an Insurance Requirement ('Required\nModification<\/u>') and are readily removable without impairing the value,\nutility or remaining useful life of the Property) shall remain part of the\nrealty and shall be subject to this Lease, and title thereto shall immediately\nvest in the Lessor.  So long as no Event\nof Default has occurred and is continuing, the Lessee may place upon the\nProperty any trade fixtures, machinery, equipment or other property belonging\nto the Lessee or third parties and may remove the same at any time during the\nTerm, subject, however, to the terms of Section 10.1(a)<\/u>; provided<\/u>\nthat such trade fixtures, machinery, equipment or other property do not impair\nthe value, utility or remaining useful life of the Property; provided<\/u>, further<\/u>,\nthat the Lessee shall keep and maintain at the Property and shall not remove\nfrom the Property any Equipment financed or otherwise paid for (directly or\nindirectly) by the Lessor or any Participant pursuant to the Participation\nAgreement.<\/font><\/p>\n\n
                           (b)        The Lessee shall deliver \nto the Lessor\nand the Agent and each Participant a brief written narrative description of the\nwork to be done in connection with any Modification to the Property the cost of\nwhich is anticipated to exceed $1,000,000 in the aggregate.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             12.1     <\/font><\/b><\/a>Warranty of Title<\/font><\/b><\/a>.<\/font><\/u><\/b><\/p>\n\n
                           (a)         The Lessee agrees \nthat except as\notherwise provided herein and subject to the terms of Article XIII<\/u>\nrelating to permitted contests, the Lessee shall not directly or indirectly\ncreate or allow to remain, and shall promptly discharge at its sole cost and\nexpense, any Lien, defect, attachment, levy, title retention agreement or claim\nupon the Property (or the Lessor's interest therein) or any Modifications or\nany Lien, attachment, levy or claim with respect to the Rent, the Cash\nCollateral or with respect to any amounts held by the Agent or any other Person\npursuant to the Participation Agreement or the other Operative Documents, other\nthan, with respect to the Property only, Permitted Exceptions and Lessor Liens.<\/font><\/p>\n\n\n\n\n
                           (b)        Nothing contained in \nthis Lease shall be\nconstrued as constituting the consent or request of the Lessor, expressed or\nimplied, to or for the performance by any contractor, mechanic, laborer,\nmaterialman, supplier or vendor of any labor or services or for the furnishing\nof any materials for any construction, alteration, addition, repair or\ndemolition of or to the Property or any part thereof.  NOTICE IS HEREBY GIVEN THAT NEITHER THE LESSOR, ANY PARTICIPANT\nNOR THE AGENT IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS  FURNISHED OR TO BE FURNISHED TO THE LESSEE,\nOR TO ANYONE HOLDING THE PROPERTY OR ANY PART THEREOF THROUGH OR UNDER THE\nLESSEE AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR\nMATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF THE LESSOR IN AND TO THE\nPROPERTY.<\/font><\/p>\n\n
<\/a><\/a>             12.2     <\/b><\/font><\/a>Grants and Releases of Easements<\/font><\/b><\/u><\/a> and Other Agreements<\/font><\/u><\/b>.\nProvided that no Event of Default shall have occurred and be continuing and\nsubject to the provisions of Articles VIII<\/u>, IX<\/u>, X<\/u> and XI<\/u>,\nthe Lessor hereby consents in each instance to the following actions by the\nLessee, in the name and stead of the Lessor, but at the Lessee's sole cost and\nexpense: (a) the granting of easements, licenses, rights-of-way and other\nrights and privileges in the nature of easements reasonably necessary or\ndesirable for the use, repair, operation or maintenance of the Property as\nherein provided; (b) the release of easements, licenses, rights-of-way and\nother rights and privileges in the nature of easements which are for the\nbenefit of the Property; (c) the execution of petitions to have the Property\nannexed to any municipal corporation or utility district; and (d) the execution\nof amendments to any covenants, restrictions, easements, licenses,\nrights-of-way, and other rights and privileges in the nature of easements\naffecting the Property; provided<\/u>, however<\/u>, in each case the\nLessee shall have delivered to the Lessor a Responsible Officer's Certificate\nstating that (i) such grant, release, contract or agreement does not materially\nimpair the value, utility and remaining useful life of the Property, (ii) such\ngrant, release, contract or agreement is reasonably necessary for the use,\noperation, maintenance, alteration or improvement of the Property, (iii) the\nLessee shall remain obligated under this Lease and under any instrument\nexecuted by the Lessee consenting to the assignment of the Lessor's interest in\nthis Lease as security for indebtedness, in each such case in accordance with\ntheir terms, as though such grant, release, contract, agreement or transfer had\nnot been effected, and (iv) the Lessee shall pay and perform any obligations of\nthe Lessor under such grant, release, contract or agreement.  Without limiting the effectiveness of the\nforegoing, provided that no Event of Default shall have occurred and be\ncontinuing, the Lessor shall, upon the request of the Lessee, and at the Lessee's\nsole cost and expense, execute and deliver, any instruments necessary or\nappropriate to confirm any such grant, agreement or release to any Person\npermitted under this Section 12.2<\/u>.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XIII.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             13.1     <\/b><\/font><\/a>Permitted Contests Other Than in Respect of Indemnities<\/font><\/b><\/u><\/a>.\nExcept to the extent otherwise provided for in Section 13 of the Participation\nAgreement, the Lessee, on its own or on the Lessor's behalf but at the Lessee's\nsole cost and expense, may contest, by appropriate administrative or judicial\nproceedings conducted in good faith and with due diligence, the amount,\nvalidity or application, in whole or in part, of any Requirement of Law, or\nutility charges payable pursuant to Section 4.1<\/u> or any Lien, attachment,\nlevy, encumbrance or encroachment, and the Lessor agrees not to pay, settle or\notherwise compromise any such item, provided<\/u> that (a) the commencement\nand continuation of such proceedings shall suspend the collection thereof from,\nand suspend the enforcement thereof against, the Property, the Cash Collateral,\nthe Lessor, the Agent and the Participants or the Lessee shall have bonded or\notherwise secured such amount in a manner satisfactory to the Lessor and the\nAgent; (b) there shall be no risk of the imposition of a Lien as a result of\nsuch contest (other than, as to the Property, Permitted Exceptions) on the\nProperty or the Cash Collateral, and no part of the Property or the Cash\nCollateral, nor any Rent would be in any danger of being sold, forfeited, lost\nor deferred as a result of such contest; (c) at no time during the permitted contest\nshall there be a risk of the imposition of criminal liability or material civil\nliability on the Lessor, the Agent or any Participant for failure to comply\ntherewith (unless, in the case of civil liability, the Lessee shall have bonded\nor otherwise secured such amount in a manner satisfactory to the Lessor and the\nAgent); and (d) in the event that, at any time, there shall be a material risk\nof extending the application of such item beyond the end of the Term, then the\nLessee shall deliver to the Lessor a Responsible Officer's Certificate\ncertifying as to the matters set forth in clauses (a)<\/u>, (b)<\/u> and (c)<\/u>\nof this Section 13.1<\/u>. The Lessor, at the Lessee's sole cost and expense,\nshall cooperate in good faith with the Lessee with respect to any permitted contests\nconducted by the Lessee pursuant to this Section 13.1<\/u> and shall, at the\nLessee's sole cost and expense, execute and deliver to the Lessee such\nauthorizations and other documents as may reasonably be required in connection\nwith any such contest and, if reasonably requested by the Lessee, shall join as\na party therein at the Lessee's sole cost and expense.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XIV.<\/font><\/b><\/p>\n\n
<\/a><\/a>             14.1     <\/font><\/b><\/a>General Liability and Workers' Compensation Insurance<\/font><\/b><\/u><\/a>.  The Lessee shall procure and carry\ncommercial general liability insurance, including contractual liability, for\nclaims for injuries or death sustained by persons or damage to property while\non the Property and such other general liability coverages as are ordinarily\nprocured by Persons who own or operate similar properties and consistent with\nprudent business practice, which policies shall include contractual liability\nendorsements covering the Lessee's indemnification obligations in Section 13.1\nof the Participation Agreement.  Such\ninsurance shall be on terms and in amounts (which shall be acceptable to the\nLessor and in the event of liability insurance shall be maintained at a level\nset forth on Schedule 14.2<\/u>) that are no less favorable than insurance\nmaintained by the Lessee and its Subsidiaries with respect to similar properties\nthat it owns and that are in accordance with prudent business practice and may\nbe provided under blanket policies maintained by or on behalf of the Lessee and\nits Subsidiaries.  The policy shall be\nendorsed to name the Lessor, the Agent and each Participant as additional\ninsureds.  The policy shall also\nspecifically provide that the policy shall be considered primary insurance\nwhich shall apply to any loss or claim before any contribution by any insurance\nwhich the Lessor, the Agent or the Participants may have in force.  The Lessee shall, in the operation of the\nProperty (including in connection with any Modifications thereof) comply with\nthe applicable workers' compensation laws and protect the Lessor, the Agent and\nthe Participants against any liability under such laws.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             14.2     <\/font><\/b><\/a>\nHazard and Other Insurance<\/font><\/b><\/u><\/a>.\nThe Lessee shall keep, or cause to be kept, the Property insured against loss\nor damage by fire, flood and other risks (excluding earthquake, which insurance\nmay be obtained by the Lessee if it so elects but which shall not be required\nhereunder) in an amount not less than the greater of the amount set forth on Schedule\n14.2<\/u> and the then current replacement costs of the buildings and\nimprovements on the Property and on terms that are no less favorable than\ninsurance covering other similar properties owned or leased by the Lessee and\nthat are in accordance with prudent business practice.  The Lessee may provide such coverage under\nblanket policies maintained by or on behalf of the Lessee; provided<\/u>,\nthat if the Lessee does not elect to terminate the Lease pursuant to Article\nXVI<\/u> hereof following the occurrence of an event covered by any such blanket\npolicy, the proceeds of any such blanket policy shall be applied first, to the\nexclusion of other facilities covered by such policy other than the Property,\nto the repair, rebuilding and restoration of any damage to the Property.  Insurance coverage required under this Section\n14.2<\/u> shall be subject to deductibles reasonably satisfactory to the\nLessor.  During the construction of any\nModifications the Lessee shall also maintain builders' risk insurance.  Each policy of insurance maintained by the\nLessee pursuant to this Section 14.2<\/u> shall provide that all insurance\nproceeds in respect of any loss or occurrence shall be paid to and adjusted\nsolely by (and such proceeds shall be paid to) the Lessee, except from and\nafter the date on which the insurer receives written notice from the Lessor or\nthe Agent that a Event of Default exists (and unless and until such insurer\nreceives written notice from the Lessor or the Agent that all Events of Default\nhave been cured), all losses shall be adjusted solely by, and all insurance\nproceeds shall be paid solely to, the Agent (or the Lessor if the Participation\nInterests have been fully paid) for application pursuant to Article XV<\/u>.  The costs and expenses of all insurance\nrequired under this Section 14.2<\/u> shall be at the sole cost and expense\nof the Lessee.<\/font><\/p>\n\n
<\/a><\/a>             14.3     <\/font><\/b><\/a>\nCoverage<\/font><\/b><\/u><\/a>.<\/font><\/b><\/p>\n\n
                           (a)         The Lessee shall \nfurnish the Lessor and\nthe Agent with certificates of insurance and certified copies of the insurance\npolicies on each Land Interest Acquisition Date showing the insurance then\nrequired under Sections 14.1<\/u> and 14.2<\/u> to be in effect and naming\nthe Lessor, the Agent and each Participant as additional insureds and, with\nrespect to the insurance required under Section 14.2<\/u> (and with respect\nto any earthquake insurance covering the Property which Lessee may elect to\npurchase and maintain), naming the Agent, for the benefit of the Participants,\nas loss payees, and showing the mortgagee endorsement required by Section\n14.3(c)<\/u>.  All such insurance shall\nbe at the cost and expense of the Lessee. \nSuch policies and certificates in respect thereof shall include a\nprovision for thirty (30) days' advance written notice by the insurer to the\nLessor and the Agent in the event of cancellation of or any significant\nreduction in the coverage provided by such insurance.<\/font><\/p>\n\n
                           (b)        The Lessee agrees that \nthe insurance\npolicy or policies required by Sections 14.1<\/u> and 14.2<\/u> shall\ninclude (i) an appropriate clause pursuant to which such policy shall provide\nthat it will not be invalidated should the Lessee waive, in writing, prior to a\nloss, any or all rights of recovery against any party for losses covered by\nsuch policy, and that the insurance in favor of the Lessor, the Agent and the\nParticipants, and their respective rights under and interests in said policies\nshall not be invalidated or reduced by any act or omission or negligence of the\nLessee or any other Person having any interest in the Property, and (ii) a\nso-called 'Waiver of Subrogation Clause'.  The Lessee hereby waives any and all such rights against the\nLessor, the Agent and the Participants to the extent of payments made under\nsuch policies.<\/font><\/p>\n\n\n\n\n

\n                           (c)         All such insurance shall be \nwritten by\nreputable insurance companies that are financially sound and solvent and\notherwise reasonably appropriate considering the amount and type of insurance\nbeing provided by such companies.  Any\ninsurance company selected by the Lessee which is rated in Best's Key Rating\nGuide or any successor thereto (or if there be none, an organization having a\nsimilar national reputation) shall have a general policyholder rating of\n'A\u2013' and a financial rating of at least IX in Best's Key Rating\nGuide or be otherwise acceptable to the Lessor and the Agent.  All insurance policies required by Section\n14.2<\/u> shall include a standard form mortgagee endorsement in favor of the\nAgent.<\/font><\/p>\n\n
                           (d)        The Lessor shall not \ncarry separate\ninsurance concurrent in kind or form or contributing in the event of loss with\nany insurance required under this Article XIV<\/u> except that the Lessor may\ncarry separate liability insurance (at its sole cost) so long as (i) the\nLessee's insurance is designated as primary and in no event excess or\ncontributory to any insurance the Lessor may have in force which would apply to\na loss covered under the Lessee's policy and (ii) each such insurance policy\nwill not cause the Lessee's insurance required under this Article XIV<\/u> to\nbe subject to a coinsurance exception of any kind.<\/font><\/p>\n\n
                           (e)         The Lessee shall \npay as they become due\nall premiums for the insurance required by Section 14.1<\/u> and, when\nrequired under Section 14.2<\/u>, for the insurance required under Section\n14.2<\/u>, and shall renew or replace each policy prior to the expiration date\nthereof.  At the time each of the\nLessee's insurance policies is renewed (but in no event less frequently than\nonce each year), the Lessee shall deliver to the Lessor and the Agent certificates\nof insurance with respect to the insurance policies required by this Article\nXIV<\/u> to be maintained by the Lessee with respect to the Property.<\/font><\/p>\n\n
                           (f)         The Lessee hereby \nwaives, releases and\ndischarges the Lessor, the Agent and each Participant and their agents and\nemployees from all claims whatsoever arising out of loss, claim, expense or\ndamage to or destruction covered or coverable by insurance required under this Article\nXIV<\/u> notwithstanding that such loss, claim, expense or damage may have been\ncaused by the Lessor, the Agent or any Participant or any of their agents or\nemployees, and the Lessee agrees to look to the insurance coverage only in the\nevent of such loss.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE\nXV.<\/font><\/b><\/p>\n\n
<\/a><\/a>             15.1     <\/b><\/font><\/a>Casualty and Condemnation<\/font><\/b><\/u><\/a>.<\/font><\/b><\/p>\n\n
                           (a)         Subject to the \nprovisions of Article\nXIV<\/u>, this Article XV<\/u> and (in the event the Lessee delivers, or is\nobligated to deliver, a Termination Notice) Article XVI<\/u>, and prior to\nthe occurrence and continuation of a Event of Default, the Lessee shall be\nentitled to receive (and the Lessor shall pay over to the Lessee, if received by\nthe Lessor, and hereby irrevocably assigns to the Lessee all of the Lessor's\nright, title and interest in) any award, compensation or insurance proceeds to\nwhich the Lessee or the Lessor may become entitled by reason of their\nrespective interests in the Property (i) if all or a portion of the Property is\ndamaged or destroyed in whole or in part by a Casualty or (ii) if the use,\naccess, occupancy, easement rights or title to the Property or any part\nthereof, is the subject of a Condemnation; provided<\/u>, however<\/u>,\nsubject to Article XIV<\/u>, if a Event of Default shall have occurred and be\ncontinuing, such award, compensation or insurance proceeds shall be paid\ndirectly to the Agent or, if received by the Lessee, shall be held in trust for\nthe Agent, and shall be paid over by the Lessee to the Agent (or, if the\nParticipation Interests have been fully paid, to the Lessor) and held in\naccordance with the terms of this paragraph (a)<\/u>.  If, contrary to such provision, any such\naward, compensation or insurance proceeds are paid to the Lessor or the Lessee\nrather than to the Agent, the Lessor and the Lessee, as the case may be, hereby\nagree to transfer any such payment to the Agent.  All amounts held by the Lessor or the Agent under the preceding\nsentences on account of any award, compensation or insurance proceeds either\npaid directly to the Lessor or the Agent or turned over to the Lessor or the\nAgent shall either be (i) paid to the Lessee for the repair of damage caused by\nsuch Casualty or Condemnation in accordance with paragraph (e)<\/u> of this Section\n15.1<\/u>, or (ii) applied to the purchase price of the Property on a\nTermination Date resulting from a Casualty or Condemnation in accordance with paragraph\n(d)<\/u> of this Section 15.1<\/u> or paragraph (a)<\/u> of Section 16.2<\/u>,\nwith any Excess Proceeds being payable to the Lessee.<\/font><\/p>\n\n\n\n\n

\n                           (b)        In any proceeding or action under the\ncontrol of the Lessor or the Agent pursuant to the terms of Section 14.2<\/u>,\nthe Lessee may participate and shall pay all expenses of such proceeding and\nits participation.  At the Lessee's\nreasonable request, and at the Lessee's sole cost and expense, the Lessor and\nthe Agent shall participate in any such proceeding, action, negotiation,\nprosecution or adjustment under the control of the Lessee.  The Lessor and the Lessee agree that this\nLease shall control the rights of the Lessor and the Lessee in and to any such\naward, compensation or insurance payment.<\/font><\/p>\n\n
                           (c)         If the Lessor or \nthe Lessee shall\nreceive notice of a Casualty or of an actual, pending or threatened\nCondemnation of the Property or any interest therein, the Lessor or the Lessee,\nas the case may be, shall give notice thereof to the other and to the Agent\npromptly after the receipt of such notice.<\/font><\/p>\n\n
                           (d)        In the event of a \nCasualty or receipt of\nnotice by the Lessee or the Lessor of a Condemnation, the Lessee may deliver to\nthe Lessor and the Agent a Termination Notice with respect to the Property\npursuant to Section 16.1<\/u>. If the Lessee does not deliver a Termination\nNotice within thirty (30) days after such occurrence, then this Lease shall\n(subject to the terms and conditions thereof) remain in full force and effect,\nand the Lessee shall, at the Lessee's sole cost and expense, promptly and\ndiligently restore the Property pursuant to paragraph (e)<\/u> of this Section\n15.1<\/u> and otherwise in accordance with this Lease.  If the Lessee delivers a Termination Notice within thirty (30)\ndays after such occurrence, a Significant Event shall irrevocably be deemed to\nhave occurred with respect to the Property, and, in such event, this Lease\nshall terminate and the Lessee shall purchase the Property on the next Payment\nDate (but in no event to exceed sixty (60) days after such occurrence) (a\n'Termination Date<\/u>') pursuant to Article XVI<\/u> hereof.<\/font><\/p>\n\n
                           (e)         If pursuant to this \nSection 15.1<\/u>\nthis Lease shall continue in full force and effect following a Casualty or\nCondemnation, the Lessee shall, at its sole cost and expense (and, without\nlimitation, if any award, compensation or insurance payment is not sufficient\nto restore the Property in accordance with this paragraph, the Lessee shall pay\nthe shortfall), promptly and diligently repair any damage to the Property\ncaused by such Casualty or Condemnation in conformity with the requirements of Sections\n10.1<\/u> and 11.1<\/u> using the applicable as-built Plans and Specifications\nfor the Property (as modified to give effect to any subsequent Modifications,\nany Condemnation affecting the Property and in compliance with all applicable\nRequirements of Law and all Insurance Requirements) so as to restore the Property\nto at least the same condition, operation, function and value as existed\nimmediately prior to such Casualty or Condemnation.  In the event of such restoration, title to the Property shall\nremain with the Lessor; provided<\/u>, that (i) title to any such substituted\nequipment shall vest in the Lessor and such equipment shall constitute\nEquipment thereafter for all purposes of this Lease, and (ii) the Lessor shall\nassign all of its right, title and interest to the Lessee in any such replaced\nequipment without representation or warranty of any kind other than that such\nequipment is free of Lessor Liens and Liens created pursuant to the Operative\nDocuments.  Upon completion of such\nrestoration, the Lessee shall furnish the Lessor an architect's certificate of\nsubstantial completion and a Responsible Officer's Certificate confirming that\nsuch restoration has been completed pursuant to this Lease.<\/font><\/p>\n\n\n\n\n

\n                           (f)         In no event shall a Casualty or\nCondemnation with respect to which this Lease remains in full force and effect\nunder this Section 15.1<\/u> affect the Lessee's obligations to pay Rent\npursuant to Section 3.1<\/u> or to perform its obligations and pay any\namounts due on the Expiration Date or pursuant to Articles XIX<\/u> and XX<\/u>.<\/font><\/p>\n\n
                           (g)        Any Excess Proceeds \nreceived by the\nLessor or the Agent in respect of a Casualty or Condemnation shall be turned\nover to the Lessee.<\/font><\/p>\n\n
<\/a><\/a>             15.2     <\/b><\/font><\/a>Environmental Matters<\/font><\/b><\/u><\/a>.  Promptly upon the Lessee's actual knowledge\nof the presence of Hazardous Substances in any portion of the Property in\nconcentrations and conditions that constitute or could reasonably be expected\nto constitute an Environmental Violation (excluding any such Environmental\nViolation that is a Pre-Existing Environmental Condition), the Lessee shall\nnotify the Lessor in writing of such condition.  In the event of such Environmental Violation, the Lessee shall,\nnot later than thirty (30) days after the Lessee has actual knowledge of such\nEnvironmental Violation, either, if such Environmental Violation is a Significant\nEvent, deliver to the Lessor and the Agent a Responsible Officer's Certificate\nand a Termination Notice with respect to the Property pursuant to Section\n16.1<\/u>, or, if such Environmental Violation is not a Significant Event, at\nthe Lessee's sole cost and expense, promptly and diligently commence any\nResponse Actions necessary to investigate, remove, clean up or remediate such\nEnvironmental Violation in accordance with the terms of Section 9.1<\/u>.  If the Lessee does not deliver a Termination\nNotice with respect to the Property pursuant to Section 16.1<\/u>, the Lessee\nshall, upon completion of Response Actions by the Lessee, cause to be prepared\nby an environmental consultant reasonably acceptable to the Lessor a report\ndescribing the Environmental Violation (excluding any such Environmental Violation\nthat is a Pre-Existing Environmental Condition) and the Response Actions taken\nby the Lessee (or its agents or contractors) for such Environmental Violation,\nand a statement by the consultant that such Environmental Violation (excluding\nany such Environmental Violation that is a Pre-Existing Environmental\nCondition) has been remedied in compliance in all material respects with\napplicable Environmental Law.  Each such\nEnvironmental Violation shall be remedied prior to the Expiration Date.  Nothing in this Article XV<\/u> shall\nreduce or limit the Lessee's obligations under Sections 13.1, 13.2 or 13.3 of\nthe Participation Agreement.<\/font><\/p>\n\n
<\/a><\/a>             15.3     <\/b><\/font><\/a>Notice of Environmental Matters<\/font><\/b><\/u><\/a>.  Promptly, but in any event within thirty\n(30) Business Days from the date the Lessee has actual knowledge thereof, the\nLessee shall provide to the Lessor written notice of any material pending or\nthreatened claim, action or proceeding involving any Environmental Law or any\nRelease on or in connection with the Property (other than with respect to any\nPre-Existing Environmental Condition). \nAll such notices shall describe in reasonable detail the nature of the\nclaim, action or proceeding and the Lessee's proposed response thereto.  In addition, the Lessee shall provide to the\nLessor, within thirty (30) Business Days of receipt, copies of all material\nwritten communications with any Governmental Authority relating to any\nEnvironmental Law in connection with the Property.  The Lessee shall also promptly provide such detailed reports of\nany such material environmental claims (other than with respect to any\nPre-Existing Environmental Condition) as may reasonably be requested by the\nLessor and the Agent.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XVI.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             16.1     <\/b><\/font><\/a>Termination by the Lessee upon Certain Events<\/font><\/b><\/u><\/a>.  If either: (i) the Lessee or the Lessor\nshall have received notice of a Condemnation, and the Lessee shall have\ndelivered to the Lessor a Responsible Officer's Certificate that such\nCondemnation is a Significant Condemnation; or (ii) a Casualty occurs, and the\nLessee shall have delivered to the Lessor a Responsible Officer's Certificate\nthat such Casualty is a Significant Casualty; or (iii) an Environmental\nViolation occurs or is discovered and the Lessee shall have delivered to the\nLessor a Responsible Officer's Certificate stating that, in the reasonable,\ngood-faith judgment of the Lessee, the cost to remediate the same will cause\nthe same to be a Significant Event, or (iv) if the Lessee shall not have\ndelivered a Termination Notice with respect to such Environmental Violation\ndescribed in clause (iii)<\/u> but the requirements of Section 16.3<\/u>\nare met with respect to such Environmental Violation; then, (A) the Lessee\nshall, simultaneously with the delivery of the Responsible Officer's\nCertificate pursuant to the preceding clause (i)<\/u>, (ii)<\/u> or (iii)<\/u>\ndeliver a written notice in the form described in Section 16.2(a)<\/u> (a\n'Termination Notice<\/u>'), or (B) if clause (iv)<\/u> is\napplicable, the Lessor may deliver a Termination Notice pursuant to Section\n16.3<\/u>.<\/font><\/p>\n\n
<\/a><\/a>             16.2     <\/font><\/b><\/a>\nProcedures<\/font><\/b><\/u><\/a>.<\/font><\/b><\/p>\n\n
                           (a)         A Termination \nNotice shall contain: (i)\nnotice of termination of this Lease with respect to the Property or the\naffected portion thereof on a date that is no later than sixty (60) days after\nthe occurrence of the applicable event described in clause (i)<\/u>, (ii)<\/u>\nor (iii)<\/u> of Section 16.1<\/u> (the 'Termination Date<\/u>'),\nsuch termination to be effective upon the Lessee's payment of the Asset\nTermination Value (or portion thereof representing the Property Cost of the\naffected portion of the Property); and (ii) a binding and irrevocable agreement\nof the Lessee to pay the Asset Termination Value and purchase the Property on\nthe Termination Date.<\/font><\/p>\n\n
                           (b)        On the Termination Date, \nthe Lessee\nshall pay to the Lessor the Asset Termination Value (or such portion thereof,\nas applicable), plus all other amounts owing in respect of Rent for the\nProperty (including Supplemental Rent) theretofore accruing, and the Lessor\nshall convey the Lessor's interest in the Property or such portion thereof to\nthe Lessee (or the Lessee's designee) all in accordance with Section 19.1<\/u>\nand, to the extent applicable, Section 19.2<\/u>, as well as any Net Proceeds\nwith respect to the Casualty or Condemnation giving rise to the termination of\nthis Lease with respect to the Property theretofore received by the Lessor.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             16.3     <\/font><\/b><\/a>\nPurchase of Property<\/font><\/b><\/u><\/a>.  Upon receipt of any notice pursuant to Section\n15.2<\/u> or 15.3<\/u>, the Lessor or the Required Participants, at the\nLessee's expense, shall have the right to select an independent environmental\nconsultant acceptable to the Lessee, which acceptance shall not be unreasonably\nwithheld or delayed, to determine the estimated cost of conducting any clean-up\nor remediation required as a result of the Environmental Violation disclosed in\nsuch notice.  If such independent environmental\nconsultant determines that the cost of any such clean-up or remediation would\nexceed thirty percent (30%) of the original Property Cost, the Lessor shall, at\nthe direction of the Required Participants, by written notice require the\nLessee to purchase, or arrange for an Affiliate of Lessee or other third party\nto purchase, the Property on the Termination Date by delivering a Termination\nNotice following the requirements of Section 16.2<\/u> hereof.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XVII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             17.1     <\/b><\/font><\/a>Events of Default<\/font><\/b><\/a>.  The occurrence of any one or more of the\nfollowing events (whether such event shall be voluntary or involuntary or come\nabout or be effected by operation of law or pursuant to or in compliance with\nany judgment, decree or order of any court or any order, rule or regulation of\nany administrative or governmental body) shall constitute an 'Event of\nDefault<\/u>':<\/font><\/p>\n\n
                           (a)         the Lessee shall \nfail to make payment\nof (i) any Basic Rent (other than a payment of Basic Rent due on the  Expiration Date or Termination Date) within\nfive (5) Business Days after the same has become due and payable or (ii) Basic\nRent, Purchase Option Price, Asset Termination Value, Residual Value Guarantee\nAmount or other amounts due on the Expiration Date or the Termination Date,\nincluding, without limitation, amounts due pursuant to Sections 16.2<\/u>, 16.3<\/u>,\n20.2<\/u>, 20.3<\/u> or 22.1<\/u>, after the same has become due and\npayable;<\/font><\/p>\n\n
                           (b)        the Lessee shall fail to \nmake payment of\nany Supplemental Rent (other than Supplemental Rent referred to in clause\n(a)<\/u> of this Section) due and payable within five (5) Business Days after\nthe same has become due and payable;<\/font><\/p>\n\n
                           (c)         the Lessee shall \nfail to maintain\ninsurance as required by Article XIV<\/u> of this Lease;<\/font><\/p>\n\n
                           (d)        the Lessee shall fail to \nobserve or\nperform any term, covenant or condition of the Lessee under this Lease, the Participation\nAgreement or any other Operative Document to which it is a party (other than\nthose described in Section 17.1(a)<\/u>, (b)<\/u>, (c)<\/u>, (n)<\/u>\nor (o)<\/u> hereof), or any representation or warranty set forth in this\nLease or in any other Operative Document or in any document entered into in\nconnection herewith or therewith or in any document, certificate or financial\nor other statement delivered in connection herewith or therewith shall be false\nor inaccurate in any material way, and, if such failure to perform or misrepresentation\nor breach of warranty is other than with respect to a covenant, agreement,\nrepresentation or warranty contained in Section 10.1(b) and Section 10.2 of the\nParticipation Agreement (with respect to which there shall be no cure period),\nsuch failure or misrepresentation or breach of warranty shall remain uncured\nfor a period of thirty (30) days after the earlier of (x) the date upon which\nan executive officer of the Lessee has actual knowledge thereof and (y) the\ndate upon which the Agent or the Lessor gives notice to the Lessee thereof;<\/font><\/p>\n\n\n\n\n

\n                           (e)         (i) failure to make any payment \nwhen\ndue (whether by scheduled maturity, upon acceleration or otherwise) on account\nof any Indebtedness of the Lessee or any Subsidiary of the amount of such\nIndebtedness exceeds $10,000,000 or more, or (ii) default shall otherwise occur\nunder one or more indentures, agreements or other instruments under which any\nIndebtedness of the Lessee or any Subsidiary in an aggregate principal amount\nof $10,000,000 or more may be issued or created and such default shall continue\nbeyond any grace period provided with respect thereto by such indenture,\nagreement or other instrument, if the effect of such default is to cause, or to\npermit the holder or beneficiary of such Indebtedness or a trustee therefor to\ncause, such Indebtedness to become due (by acceleration, mandatory redemption\nor otherwise) prior to its stated maturity (and\/or to be secured by cash\ncollateral);<\/font><\/p>\n\n
                           (f)         (i) a court having \njurisdiction in the\npremises shall enter a decree or order for relief in respect of the Lessee or\nany of its Subsidiaries in an involuntary case under the Bankruptcy Code or\nunder any other applicable bankruptcy, insolvency or similar law now or\nhereafter in effect, which decree or order is not stayed or any other similar\nrelief shall be granted under any applicable federal or state law; or (ii) an\ninvoluntary case shall be commenced against the Lessee or any of its\nSubsidiaries under the Bankruptcy Code or under any other applicable\nbankruptcy, insolvency or similar law now or hereafter in effect; or a decree\nor order of a court having jurisdiction in the premises for the appointment of\na receiver, liquidator, sequestrator, trustee, custodian or other officer\nhaving similar powers over the Lessee or any of its Subsidiaries or over all or\na substantial part of any such Person's property, shall have been entered; or\nthere shall have occurred the involuntary appointment of an interim receiver,\ntrustee or other custodian of the Lessee or any of its Subsidiaries for all or\na substantial part of any such Person's property; or a warrant of attachment,\nexecution or similar process shall have been issued against any substantial\npart of the property of the Lessee or any of its Subsidiaries, and any such\nevent described in this clause (ii)<\/u> shall continue for ninety (90) days\nunless dismissed, bonded or discharged;<\/font><\/p>\n\n
                           (g)        the Lessee or any of its \nSubsidiaries\nshall (i) commence a voluntary case under the Bankruptcy Code or under any\nother applicable bankruptcy, insolvency or similar law now or hereafter in\neffect, or shall consent to the entry of an order for relief in an involuntary\ncase, or to the conversion of an involuntary case to a voluntary case, under\nany such law, or shall consent to the appointment of or taking possession by a\nreceiver, trustee or other custodian for all or a substantial part of its\nproperty; or the Lessee or any of its Subsidiaries shall make any assignment\nfor the benefit of creditors; (ii) be unable, or shall fail generally, or shall\nadmit in writing its inability, to pay its debts as such debts become due;\n(iii) be dissolved or liquidated in full or in part; (iv) become insolvent (as\nsuch term may be defined or interpreted under any applicable statute); or (v)\nthe Board of Directors of the Lessee or any of its Subsidiaries (or any\ncommittee thereof) shall adopt any resolution or otherwise authorize any action\nto approve any of the actions referred to herein or in Section 17.1(f)<\/u>;<\/font><\/p>\n\n
                           (h)        one or more judgments, \norders, decrees\nor arbitration awards requiring Lessee or any of its Subsidiaries to pay an\naggregate amount of $10,000,000 or more shall be rendered against Lessee or any\nof its Subsidiaries and the same shall not be satisfied, vacated or stayed\nwithin thirty (30) days after the date so rendered;<\/font><\/p>\n\n\n\n\n

\n                           (i)          any Operative Document or \nany material\nterm thereof shall cease to be, or be asserted by the Lessee not to be, a\nlegal, valid and binding obligation of the Lessee enforceable in accordance\nwith its terms;<\/font><\/p>\n\n
                           (j)          any ERISA \nEvent which constitutes\ngrounds for the termination of any Employee Benefit Plan by the PBGC or for the\nappointment of a trustee by the PBGC to administer any Employee Benefit Plan\nshall occur, or any Employee Benefit Plan shall be terminated within the\nmeaning of Title IV of ERISA or a trustee shall be appointed by the PBGC to\nadminister any Employee Benefit Plan;<\/font><\/p>\n\n
                           (k)         a Change of \nControl shall occur;<\/font><\/p>\n\n
                           (l)          the Lessee \nshall have abandoned or\nconstructively abandoned all or any material portion of the Property for a period\nof 30 consecutive days which results in the Property not being properly\nmaintained in accordance with the terms of this Lease;<\/font><\/p>\n\n
                           (m)        the Lessee shall have \nelected to or be\nrequired to purchase the Property pursuant to Sections 16.2<\/u> or 16.3<\/u>\nhereof and such purchase shall not have been consummated on the Termination\nDate pursuant to either such Section;<\/font><\/p>\n\n
                           (n)        in the event the Lessee \nis not\npurchasing the Property upon the Expiration Date or earlier termination of this\nLease, failure to comply with the return conditions set forth in Sections\n19.1(b)<\/u> and 22.3<\/u> hereof; or<\/font><\/p>\n\n
                           (o)        any event(s) or \ncondition(s) which have\na Material Adverse Effect shall occur and be continuing or exist.<\/font><\/p>\n\n
<\/a><\/a>             17.2     <\/b><\/font><\/a>Lease Remedies<\/font><\/u><\/a>.  Upon the occurrence of any Event of Default\nand at any time thereafter, the Lessor may, so long as such Event of Default is\ncontinuing, do one or more of the following as the Lessor in its sole\ndiscretion shall determine, without limiting any other right or remedy the\nLessor may have on account of such Event of Default (including, without\nlimitation, the obligation of the Lessee to purchase the Property as set forth\nin Section 20.3<\/u>):<\/font><\/p>\n\n
                           (a)         The Lessor may, by \nnotice to the\nLessee, terminate the Commitments and rescind or terminate this Lease as to all\nor any portion of the Property as of the date specified in such notice;\nhowever, (i) no reletting, reentry or taking of possession of the Property (or\nany portion thereof) by the Lessor will be construed as an election on the\nLessor's part to terminate this Lease unless a written notice of such intention\nis given to the Lessee, (ii) notwithstanding any reletting, reentry or taking\nof possession, the Lessor may at any time thereafter elect to terminate this\nLease for a continuing Event of Default, and (iii) no act or thing done by the\nLessor or any of its agents, representatives or employees and no agreement\naccepting a surrender of the Property shall be valid unless the same be made in\nwriting and executed by the Lessor;<\/font><\/p>\n\n
                           (b)        The Lessor may (i) \ndemand that the\nLessee, and the Lessee shall upon the written demand of the Lessor, return the\nProperty promptly to the Lessor in the manner and condition required by, and\notherwise in accordance with all of the provisions of, Articles VIII<\/u>, IX<\/u>\nand X<\/u> hereof as if the Property were being returned at the end of the\nTerm, and the Lessor shall not be liable for the reimbursement of the Lessee\nfor any costs and expenses incurred by the Lessee in connection therewith and\n(ii) without prejudice to any other remedy which the Lessor may have for\npossession of the Property, and to the extent and in the manner permitted by\nApplicable Law, enter upon the Property and take immediate possession of (to\nthe exclusion of the Lessee) the Property or any part thereof and expel or\nremove the Lessee and any other Person who may be occupying the Property, by\nsummary proceedings or otherwise, all without liability to the Lessee for or by\nreason of such entry or taking of possession, whether for the restoration of\ndamage to property caused by such taking or otherwise and, in addition to the\nLessor's other damages, the Lessee shall be responsible for all costs and\nexpenses incurred by the Lessor or the Participants in connection with any\nreletting, including, without limitation, brokers' fees and all costs of any\nalterations or repairs made by the Lessor;<\/font><\/p>\n\n\n\n\n

\n                           (c)         The Lessor may (i) sell all or \nany part\nof the Property at public or private sale, as the Lessor may determine,\npursuant to such notices and procedures as may be required by Applicable Law,\nfree and clear of any rights of the Lessee and without any duty to account to\nthe Lessee with respect to such action or inaction or any proceeds with respect\nthereto (except to the extent required by clause (ii)<\/u> below if the\nLessor shall elect to exercise its rights thereunder) in which event the\nLessee's obligation to pay Basic Rent hereunder for periods commencing after\nthe date of such sale shall be terminated or proportionately reduced, as the\ncase may be; and (ii) if the Lessor shall so elect, demand that the Lessee pay\nto the Lessor, and the Lessee shall pay to the Lessor, on the date of such\nsale, as liquidated damages for loss of a bargain and not as a penalty (the\nparties agreeing that the Lessor's actual damages would be difficult to\npredict, but the aforementioned liquidated damages represent a reasonable\napproximation of such amount) (in lieu of Basic Rent due for periods commencing\non or after the Payment Date coinciding with such date of sale (or, if the sale\ndate is not a Payment Date, the Payment Date next preceding the date of such\nsale)), an amount equal to (A) the excess, if any, of (1) the Asset Termination\nValue calculated as of such Payment Date (including all Rent due and unpaid to\nand including such Payment Date) less the aggregate amount of the Cash\nCollateral, if any, retained by the Lessor, the Agent or the Participants, over\n(2) the net proceeds of such sale, if any (that is, after deducting all costs\nand expenses incurred by the Lessor, the Agent and the Participants incident to\nsuch conveyance, including, without limitation, repossession costs, brokerage\ncommissions, prorations, transfer taxes, fees and expenses for counsel, title\ninsurance fees, survey costs, recording fees, and any repair or alteration\ncosts); plus (B) interest at the Overdue Rate on the foregoing amount from such\nPayment Date until the date of payment; provided<\/u>, that the Lessor shall\ndeliver all proceeds from the sale of the Property and other amounts received\nhereunder, including any Cash Collateral, to the Agent for application as\nprovided in Sections 3.14, 3.17 and 3.18 of the Participation Agreement.<\/font><\/p>\n\n
                           (d)        Reserved;<\/font><\/p>\n\n
                           (e)         Unless the \nProperty has been sold in\nits entirety, the Lessor may, subject to Section 17.2(h)<\/u>, whether or not\nthe Lessor shall have exercised or shall thereafter at any time exercise any of\nits rights under paragraph (b)<\/u>, (c)<\/u> or (i)<\/u> of this Section\n17.2<\/u> with respect to the Property or portions thereof, demand, by written\nnotice to the Lessee specifying a date (a 'Termination Date<\/u>')\nnot earlier than 10 days after the date of such notice, that the Lessee\npurchase, on such Termination Date, the Property (or the remaining portion\nthereof) in accordance with the provisions of Article XIX<\/u> and Section\n20.3<\/u>;<\/font><\/p>\n\n\n\n\n

\n                           (f)         The Lessor may exercise any \nother right\nor remedy that may be available to it under the Operative Documents or\notherwise under Applicable Law, or proceed by appropriate court action (legal\nor equitable) to enforce the terms hereof or to recover damages for the breach\nhereof.  Separate suits may be brought\nto collect any such damages for any period(s), and such suits shall not in any\nmanner prejudice the Lessor's right to collect any such damages for any\nsubsequent period(s), or the Lessor may defer any such suit until after the\nexpiration of the Term, in which event such suit shall be deemed not to have\naccrued until the expiration of the Term;<\/font><\/p>\n\n
                           (g)        The Lessor may retain \nand apply against\nthe Lessor's damages all sums which the Lessor would, absent such Event of\nDefault, be required to pay to, or turn over to, the Lessee pursuant to the\nterms of this Lease;<\/font><\/p>\n\n
                           (h)        Notwithstanding anything \ncontained in\nthis Lease or any other Operative Document to the contrary, in the event that\nthe Event of Default resulting in the exercise of remedies by the Lessor hereunder\nis solely a Limited Event of Default, then the following provisions of this Section\n17.2(h)<\/u> shall apply (but without limitation of the right and remedies set\nforth in Section 17.2(a)<\/u>).  The\nLessee shall have the option or, if the Lessor terminates this Lease, the\nLessee shall be required to elect to (i) remarket the Property for 180\ndays after the occurrence of such Limited Event of Default in accordance with Article\nXXII<\/u> hereof (which period shall constitute the Marketing Period), with the\npurchase of the Property to be consummated no later than the date that is 180\ndays following the occurrence of such Limited Event of Default (which date\nshall constitute the Expiration Date if such option is exercised or required to\nbe exercised), or (ii) exercise its Purchase Option under Section 20.1<\/u>\nhereof, with the purchase of the Property by the Lessee to be consummated, and\nthe other payments required thereunder to be made to the Lessor, on the next\nPayment Date following the occurrence of such Limited Event of Default (which\ndate shall constitute the Expiration Date if such option is exercised).  Notwithstanding the provisions of clause\n(i)<\/u> above, if the Lessor elects to terminate the Lease solely due to the\noccurrence of a Limited Event of Default and (x) the Lessor delivers to the\nLessee an appraisal of the Property prepared by an appraiser selected by the\nLessor and reasonably satisfactory to the Agent, the Required Participants and\nthe Lessee setting forth the Fair Market Sales Value of the of the Property as\nof the date of the occurrence of such Limited Event of Default, and (y) the sum\nof the Fair Market Sales Value of the Property set forth in such report plus\nthe maximum Residual Value Guarantee Amount then payable by the Lessee in\nconnection with the exercise of the Remarketing Option is less than the Asset\nTermination Value as of such date, then and in such event the Lessee shall not\nbe entitled to elect to exercise the Remarketing Option and the Lessor may in\nlieu thereof require the Lessee to elect to either (A) return the Property\npromptly to the Lessor in the manner and condition required by, and otherwise\nin accordance with all of the provisions of, Articles VIII<\/u>, IX<\/u>\nand X<\/u> hereof as if the Property were being returned at the end of the\nTerm, or (B) exercise its Purchase Option under Section 20.1<\/u> hereof,\nwith the purchase of the Property by the Lessee to be consummated, and the\nother payments required thereunder to be made to the Lessor, on the next\nPayment Date following the occurrence of such Limited Event of Default (which\ndate shall constitute the Expiration Date if such option is exercised).  The Lessee shall notify the Lessor within\nten (10) days after the occurrence of such Limited Event of Default which option\nit is exercising.  If the Lessee elects\nto remarket the Property pursuant to clause (i)<\/u> above or elects to\nreturn the Property pursuant to clause (A)<\/u> above, the Lessee shall pay\nto the Lessor (i) the maximum Residual Value Guarantee Amount on the date the\nLessee furnishes such notice of exercise of the Remarketing Option or such\nnotice of its election to return the Property in accordance with clause (A)<\/u>\nabove (or, if the Lessor elects, on the date that is ten (10) days after the\nLessor furnishes the Lessee notice that it will require the Lessee to remarket\nor purchase the Property or return or purchase the Property, as the case may\nbe), (ii) Basic Rent when due for the duration of the 180 day Marketing Period,\nin the case of an exercise of the Remarketing Option, or all accrued and unpaid\nBasic Rent as of the date of the return of the Property in accordance with clause\n(A)<\/u> above, in the case of a return of the Property, and (iii) in the case\nof an exercise of the Remarketing Option, the other payments required under Section\n22.1<\/u> when required thereunder and no later than the Expiration Date.<\/font><\/p>\n\n\n\n\n

\n                           (i)          In addition to the other \nrights and\nremedies set forth herein, the Lessor shall have the right to continue this\nLease in effect and, as permitted by Section 1951.4 of the California Civil\nCode, to enforce, by suit or otherwise, all covenants and conditions hereof to\nbe performed or complied with by the Lessee and exercise all of the Lessor's\nrights and remedies under this Lease, including, without limitation, the right\nto recover Basic Rent and Supplemental Rent from the Lessee as it becomes due\nunder this Lease, even though the Lessee shall have breached this Lease and\nabandoned the Property.  Acts of\nmaintenance or preservation, or efforts by the Lessor or on the Lessor's behalf\nto relet the Property, or the appointment of a receiver upon the initiative of\nthe Lessor to protect the Lessor's interest under this Lease shall not\nconstitute a termination of the Lessee's right to possession of the Property; provided<\/u>,\nhowever<\/u>, that the foregoing enumeration shall not be construed as in any\nway limiting the actions the Lessor may take without terminating the Lessee's\nright to possession.  In furtherance of\nthe rights hereby granted to the Lessor, and to the extent permitted by law,\nthe Lessee hereby appoints the Lessor its agent and attorney\u2013in\u2013fact,\nwhich appointment shall be deemed to be coupled with an interest and is\nirrevocable, with power of substitution, to enter the Property upon a Event of\nDefault hereunder and remove therefrom all persons and property (with the right\nto store such property on the Property in a public warehouse or elsewhere at\nthe cost and risk and for the account of the Lessee) and to alter the Property\nin such manner as the Lessor may deem necessary or advisable so as to put the Property\nin good order and to make the same rentable and from time to time and sublet\nthe Property or any part thereof for such term or terms whether or not\nextending beyond the then current term of this Lease (but such sublease may\nprovide for a new and successive lease to commence immediately upon the\ntermination of this Lease), at such rentals and upon such other terms as the\nLessor in its sole discretion may deem advisable, and with the right to make\nalterations and repairs to the Property; and the Lessee agrees to pay to the\nLessor on demand all expenses incurred by the Lessor in such subletting, and in\naltering, repairing and putting the Property in good order and condition, and\nin reletting the same, including fees of attorneys and architects, and all other\nexpenses or commissions.  The Lessor\nshall be the Lessee's agent and representative on the Property in respect of\nall matters arising under or in connection with any such sublease made for the\nLessee by the Lessor.  Under each such\nsublease, the Lessee shall retain the right to enter upon and use the Property,\nsubject to the terms and conditions of such sublease and the rights of the\nsublessee thereunder.  The Lessee\nfurther agrees to pay to the Lessor, following the date of such subletting, to\nand including the date provided in this Lease for the expiration of the Term,\nthe sums of money which would have been payable by the Lessee as Basic Rent and\nSupplemental Rent, deducting only the net amount of rent, if any, which the\nLessor shall actually receive (after deducting from the gross receipts the\nexpenses, costs and payments of the Lessor which in accordance with the terms\nof this Lease would have been borne by the Lessee) in the meantime from and by\nany such subletting of the Property, and the Lessee hereby agrees to remain\nliable for all sums otherwise payable by the Lessee under this Lease,\nincluding, but not limited to, the expenses of the Lessor aforesaid, as well as\nfor any deficiency aforesaid.  The\nLessor shall have the right from time to time to begin and maintain successive\nactions or other legal proceedings against the Lessee for the recovery of such\ndeficiency, expenses or damages or for a sum equal to any installments of Basic\nRent or Supplemental Rent and other sums payable hereunder, and to recover the\nsame upon the liability of the Lessee herein provided, which liability it is\nexpressly covenanted shall survive the commencement or determination of any\naction to secure possession of the Property. \nNothing herein contained shall be deemed to require the Lessor to wait\nto begin such action or other legal proceedings until the date when this Lease\nwould have expired by limitation had there been no such Event of Default.  Notwithstanding any such subletting without\ntermination, pursuant to the terms hereof, the Lessor shall retain the right to\nand may at any time thereafter elect to terminate this Lease or the Lessee's\nright to possession of the Property for any previous breach which remains\nuncured or for any subsequent breach by giving the Lessee written notice\nthereof as herein provided, and in such event the Lessee shall forfeit any\nrights or interest under any such sublease and thereafter the obligations of\nany such sublessee shall run directly to the Lessor for its own account.  Upon application by the Lessor, a receiver\nmay be appointed to take possession of the Property, exercise all rights\ngranted to the Lessor as agent and attorney\u2013in\u2013fact for the Lessee\nset forth in this Section 17.2(i)<\/u> and apply any rentals collected from\nthe Property as hereinabove provided. \nNo taking of possession of the Property or other act by the Lessor as\nthe agent and attorney\u2013in\u2013fact for the Lessee pursuant to the\nforegoing provisions, nor any subletting by the Lessor for the Lessee pursuant\nto the foregoing provisions, nor any such appointment of a receiver shall\nconstitute or be construed as an election by the Lessor to terminate this Lease\nor the Lessee's right to possession of the Property unless a written notice of\nsuch intention be given to the Lessee.<\/font><\/p>\n\n\n\n\n

\n                           (j)          If this Lease is being \nterminated on\nthe basis of the occurrence of an Event of Default (excluding a Limited Event\nof Default) arising out of the failure to perform an obligation or covenant\nlisted on Schedule 17.2(j)<\/u> or the breach of a representation or warranty\nlisted on Schedule 17.2(j)<\/u>, or the performance of which covenant or\nobligation or the truth of which representation or warranty, or otherwise the\nexistence of such Event of Default (excluding a Limited Event of Default), is\nqualified by the words 'material,' or 'Objective Material\nAdverse Effect' (but not 'Material Adverse Effect') or 'in\nall material respects' or another similar qualifier set forth on Schedule\n17.2(j)<\/u> hereto, Lessor shall, to the extent required by Schedule 17.2(j)<\/u>\nhereto, apply commercially reasonable standards in determining that such Event\nof Default (excluding a Limited Event of Default) occurred.<\/font><\/p>\n\n
                           (k)         In the event a \nLimited Event of Default\noccurs prior to the Land Interest Acquisition Date in respect of the Phase II\nFacility and the Lessor is exercising its rights and remedies under Section\n17.2(h)<\/u> with respect thereto, Lessor shall, in addition to such rights and\nremedies, be entitled to take such steps as it may deem necessary or\nappropriate to, and may require the Lessee to use its best efforts to, identify\na Person willing to accept an assignment of the Property Purchase Agreement in\nrespect of the Phase II Facility and to consummate the purchase of the Phase II\nFacility.  In the event such a Person is\nidentified, the Lessee shall (i) cooperate with the Lessor and such Person as\nnecessary or as requested in order to transfer to such Person the rights and\nbenefits of the Lessee and\/or the Lessor under the Property Purchase Agreement\nand the Lockheed Indemnification Agreements in respect of the Phase II\nFacility, and (ii) pay for any modifications requested by such Person to the\nrelevant Plans and Specifications and for any fees, costs or expenses required\nto be paid or reimbursed to such Person in connection with such Person's\nagreement to so acquire the Phase II Facility provided<\/u> the Lessee's\nliability with respect thereto shall not exceed 89.9% of the purchase price in\nrespect of the Phase II Facility payable pursuant to the Property Purchase\nAgreement.<\/font><\/p>\n\n
<\/a><\/a>             17.3     <\/b><\/font><\/a>Waiver of Certain Rights<\/font><\/b><\/u><\/a>.  If this Lease shall be terminated pursuant\nto Section 17.2<\/u>, the Lessee waives, to the fullest extent permitted by\nlaw, (a) any notice of re-entry or the institution of legal proceedings to\nobtain re-entry or possession; (b) any right of redemption, re-entry or\nrepossession; (c) the benefit of any laws now or hereafter in force exempting\nproperty from liability for rent or for debt or limiting the Lessor with\nrespect to the election of remedies; and (d) any other rights which might\notherwise limit or modify any of the Lessor's rights or remedies under this Article\nXVII.<\/u><\/font><\/p>\n\n
<\/a><\/a>             17.4     <\/b><\/font><\/a>\nLoan Remedies<\/font><\/b><\/u><\/a>.\nIf the transaction evidenced by this Agreement and the other Operative\nDocuments is treated as a loan, upon the occurrence or existence of any Event\nof Default and at any time thereafter unless such Event of Default is waived,\nthe Lessor and the Trustee may with the consent of the Required Participants,\nor shall, upon instructions from the Required Participants, exercise any one or\nmore of the following rights and remedies in addition to those rights and\nremedies set forth in Section 17.2<\/u>:<\/font><\/p>\n\n
                           (a)         Acceleration of \nObligations<\/u>.  The Lessor may, by written notice to the\nLessee, terminate this Lease and declare all unpaid Obligations due and\npayable.  On such termination date\n(which shall then be the Expiration Date), the Lessee shall pay the Asset\nTermination Value (subject to Section 17.2(h))<\/u>, all unpaid Basic Rent\naccrued through such date, all Supplemental Rent due and payable on or prior to\nsuch date and all other amounts payable by the Lessee on the Expiration Date\npursuant to this Lease and the other Operative Documents.<\/font><\/p>\n\n
                           (b)        Uniform Commercial \nCode Remedies<\/u>.  The Lessor may exercise any or all of the\nremedies granted to a secured party under the California Uniform Commercial\nCode.<\/font><\/p>\n\n
                           (c)         Judicial \nForeclosure<\/u>.  The Lessor may bring an action in any court\nof competent jurisdiction to foreclose the security interest in the Property\ngranted to the Lessor by this Lease or any of the other Operative Documents; provided<\/u>\nthat if the Event of Default resulting in an exercise of such remedy is solely\na Limited Event of Default, the Lessor's right to recover any deficiency amount\nfrom the Lessee following any such foreclosure shall be limited as set forth in\nSection 17.2(h)<\/u>.  Further, Lessor\nand\/or the Trustee may bring an action or actions in a court of competent\njurisdiction to foreclose this instrument as a mortgage and to obtain specific\nenforcement of the covenants of the Lessee hereunder, and the Lessee agrees\nthat such covenants shall be specifically enforceable by injunction or any\nother appropriate equitable remedy and that for the purposes of any suit\nbrought hereunder the Lessee waives the defense of laches and any applicable\nstatute of limitations.<\/font><\/p>\n\n
                           (d)        Power of Sale<\/u>\n.  The Lessor may cause some or all of the\nProperty including any Collateral constituting personal property, including the\nCash Collateral ('Personal Property Collateral<\/u>'), to be sold\nor otherwise disposed of in any combination and in any manner permitted by\nApplicable Law.<\/font><\/p>\n\n\n\n\n\n
                           (i)          Sales of \nPersonal Property<\/u>.  The Lessor may dispose of any Personal\nProperty Collateral separately from the sale of the Collateral constituting\nreal property ('Real Property Collateral<\/u>'), in any manner\npermitted by Division 9 of the California Uniform Commercial Code, including\nany public or private sale, or in any manner permitted by any other applicable\nGovernmental Rule.  Any proceeds of any\nsuch disposition shall not cure any Event of Default or reinstate any\nObligation for purposes of Section 2924c of the California Civil Code.  In connection with any such sale or other\ndisposition, the Lessee agrees that the following procedures constitute a\ncommercially reasonable sale:<\/font><\/p>\n\n\n\n
                           (A)       The Lessor shall mail written \nnotice of\nthe sale to the Lessee not later than thirty (30) days prior to such sale.<\/font><\/p>\n\n\n\n
                           (B)        Once per week during the \nthree (3) weeks\nimmediately preceding such sale, the Lessor will publish notice of the sale in\na local daily newspaper of general circulation.<\/font><\/p>\n\n\n\n
                           (C)        Upon receipt of any \nwritten request, the\nLessor will make the Property available to any bona fide prospective purchaser\nfor inspection during reasonable business hours.<\/font><\/p>\n\n\n\n
                           (D)        Notwithstanding, the \nLessor shall be\nunder no obligation to consummate a sale if, in its judgment, none of the\noffers received by it equals the fair value of the Property offered for sale.<\/font><\/p>\n\n\n\n
                           (E)        If the Lessor so \nrequests, the Lessee\nshall assemble all of the Personal Property Collateral and make it available to\nthe Lessor at the site of the Land Interest. \nRegardless of any provision of this Agreement or any other Operative\nDocument, the Lessor shall not be considered to have accepted any property\nother than cash or immediately available funds in satisfaction of any\nObligation, unless the Lessor has given express written notice of its election\nof that remedy in accordance with California Uniform Commercial Code Section\n9505.<\/font><\/p>\n\n\n\n
The\nforegoing procedures do not constitute the only procedures that may be\ncommercially reasonable.<\/font><\/p>\n\n\n\n\n\n\n
                           (ii)         Lessor's Sales \nof Real Property or\nMixed Collateral<\/u>.  The Lessor may\nchoose to dispose of some or all of the Property which consists solely of Real\nProperty Collateral in any manner then permitted by Applicable Law, including\nwithout limitation a nonjudicial trustee's sale pursuant to California Civil\nCode \u00a7\u00a72924 et<\/u> seq<\/u>.  In\nits discretion, the Lessor may also or alternatively choose to dispose of some\nor all of the Property, in any combination consisting of both Real Property\nCollateral and Personal Property Collateral, together in one sale to be held in\naccordance with the law and procedures applicable to real property, as\npermitted by Section 9501(4) of the California Uniform Commercial Code.  The Lessee agrees that such a sale of\nPersonal Property Collateral together with Real Property Collateral constitutes\na commercially reasonable sale of the Personal Property Collateral.  (For purposes of this Power of Sale, either\na sale of Real Property Collateral alone, or a sale of both Real Property\nCollateral and Personal Property Collateral together in accordance with\nCalifornia Uniform Commercial Code Section 9501(4), will sometimes be referred\nto as a 'Lessor's Sale<\/u>').<\/font><\/p>\n\n\n\n
                           (A)       Before any Lessor's Sale, the \nLessor\nshall give such notice of default and election to sell as may then be required\nby Applicable Law.<\/font><\/p>\n\n\n\n
                           (B)        When all time periods \nthen legally\nmandated have expired, and after such notice of sale as may then be legally\nrequired has been given, the Lessor shall sell the property being sold at a\npublic auction to be held at the time and place specified in the notice of\nsale.<\/font><\/p>\n\n\n\n
                           (C)        Neither the Lessor nor \nthe Agent shall\nhave any obligation to make demand on the Lessee before any Lessor's Sale.<\/font><\/p>\n\n\n\n
                           (D)        From time to time in \naccordance with\nthen Applicable Law, the Lessor may postpone any Lessor's Sale by public\nannouncement at the time and place noticed for that sale.<\/font><\/p>\n\n\n\n
                           (E)        At any Lessor's Sale, \nthe Lessor shall\nsell to the highest bidder at public auction for cash in lawful money of the\nUnited States.<\/font><\/p>\n\n\n\n
                           (F)        The Lessor shall execute \nand deliver to\nthe purchaser(s) a deed or deeds conveying the Property being sold without any\ncovenant or warranty whatsoever, express or implied.  The recitals in any such deed of any matters or facts, including\nany facts bearing upon the regularity or validity of any Lessor's Sale, shall\nbe conclusive proof of their truthfulness. \nAny such deed shall be conclusive against all Persons as to the facts\nrecited in it.<\/font><\/p>\n\n\n
                           (e)         Foreclosure Sales.\n<\/font><\/p>\n\n\n
                           (i)          Single or \nMultiple<\/u>.  If the Property consists of more than one\nlot, parcel or item of property, Lessor may:<\/font><\/p>\n\n\n\n
                           (A)       Designate the order in which \nthe lots,\nparcels and\/or items shall be sold or disposed of or offered for sale or\ndisposition; and<\/font><\/p>\n\n\n\n\n\n\n

\n                           (B)        Elect to dispose of the lots, parcels\nand\/or items through a single consolidated sale or disposition to be held or\nmade under the power of sale granted in Section 17.4(d)<\/u>, or in\nconnection with judicial proceedings, or by virtue of a judgment and decree of\nforeclosure and sale; or through two or more such sales or dispositions; or in\nany other manner the Lessor may deem to be in its best interests (any such sale\nor disposition, a 'Foreclosure Sale<\/u>,' any two or more, 'Foreclosure\nSales<\/u>').<\/font><\/p>\n\n\n\n
If\nthe Lessor chooses to have more than one Foreclosure Sale, the Lessor at its option\nmay cause the Foreclosure Sales to be held simultaneously or successively, on\nthe same day, or on such different days and at such different times and in such\norder as it may deem to be in its best interests.  No Foreclosure Sale shall terminate or affect the security\ninterests granted to the Lessor in the Property by this Lease or any part of\nthe Property which has not been sold, until all of the Obligations have been\npaid in full.<\/font><\/p>\n\n\n\n
                           (ii)         Credit Bids<\/u>\n.  At any Foreclosure Sale, any Person,\nincluding the Lessor or any Participant, may bid for and acquire the Property\nor any part of it to the extent permitted by Applicable Law.  Instead of paying cash for the Property, the\nLessor may settle for the purchase price by crediting the sales price of the\nProperty against the Obligations in any order and proportions as the Lessor in\nits sole discretion may choose.<\/font><\/p>\n\n\n
                           (f)         Additional Rights \nand Remedies.<\/font><\/p>\n\n\n
                           (i)          In addition \nto and without limitation\nof the rights and remedies otherwise provided in this Section 17.4<\/u>, Lessor\nor its employees, acting by themselves or through a court-appointed receiver,\nmay enter upon, possess, manage, operate, dispose of and contract to dispose of\nthe Property or any part thereof; negotiate with governmental authorities with\nrespect to the Property's environmental compliance and remedial measures;\ncontract for goods and services, hire agents, employees and counsel, make\nrepairs, alterations and improvements to the Property necessary, in Lessor's\njudgment, to protect or enhance the security hereof; to incur the risks and\nobligations ordinarily incurred by owners of property (without any personal\nobligation on the part of the receiver); and\/or to take any and all other\nactions which may be necessary or desirable to comply with Lessee's obligations\nhereunder and under the Operative Documents. \nAll sums realized by the Lessor under this Section 17.4(f)(i)<\/u>,\nless all costs and expenses incurred by it under this Section 17.4(f)(i)<\/u>,\nincluding attorneys' fees, and less such sums as the Lessor deems appropriate\nas a reserve to meet future expenses under this Section 17.4(f)(i)<\/u>,\nshall be applied to any Obligations secured hereby in such order as the Lessor\nshall determine.  Neither application of\nsaid sums to said indebtedness nor any other action taken by the Lessor under\nthis Section 17.4(f)(i)<\/u> shall cure or waive any Event of Default or\nnotice of default hereunder or nullify the effect of any such notice of\ndefault.  The Lessor, or any employee or\nagent of the Lessor, or a receiver appointed by a court, may take any action or\nproceeding hereunder without regard to (i) the adequacy of the security for the\nindebtedness secured hereunder, (ii) the existence of a declaration that the\nindebtedness secured hereby has been declared immediately due and payable, or\n(iii) the filing of a notice of default;<\/font><\/p>\n\n\n\n\n\n\n

\n                           (ii)         Lessor shall have the power and\nauthority to execute a written notice of such Event of Default and, at its\nelection, cause the Property to be sold to satisfy the Obligations secured\nhereby.  The Lessor shall give and\nrecord such notice as the law then requires as a condition precedent to a\nnonjudicial foreclosure sale.  When the\nminimum period of time required by law after such notice has elapsed, the\nLessor, without notice to or demand upon Lessee except as otherwise required by\nlaw, shall sell the Property at the time and place of sale fixed by it in the\nnotice of sale and in such order as it or the Lessor may determine, at public\nauction to the highest bidder for cash in lawful money of the United States,\npayable at time of sale (the Obligations hereby secured being the equivalent of\ncash for purposes of said sale).  If the\nProperty consists of several lots, parcels, or items of property, the Lessor\nmay: (i) designate the order in which such lots, parcels, or items of property\nshall be offered for sale or sold, or (ii) elect to sell such lots, parcels or\nitems through a single sale, through two or more successive sales, or in any\nother manner the Lessor deems in its best interest.  The Lessee shall have no right to direct the order in which the\nProperty is sold.  The Lessor may\npostpone sale of all or any portion of the Property by public announcement at\nsuch time and place of sale, and from time to time thereafter may postpone such\nsale by public announcement at such time fixed by the preceding\npostponement.  The Lessor shall deliver\nto the purchaser at such sale a deed or other appropriate transfer instrument\nconveying the Property or portion thereof so sold, but without any covenant or\nwarranty, express or implied.  The\nrecitals in such deed of any matters of facts shall be conclusive proof of the\ntruthfulness thereof.  Any person,\nincluding the Lessor or the Lessee may purchase at such sale.<\/font><\/p>\n\n\n\n
             In connection with any sale or\nsales hereunder, the Lessor may elect to treat any of the Property which\nconsists of a right in action or which is property that can be severed from the\nreal property covered hereby or any improvements thereon without causing\nstructural damage thereto as if the same were personal property or a fixture,\nas the case may be, and dispose of the same in accordance with applicable law,\nseparate and apart from the sale of real property.  Any sale of any personal property or fixtures hereunder shall be\nconducted in any manner permitted by the California Uniform Commercial Code.<\/font><\/p>\n\n\n\n
             After deducting all costs, fees and\nexpenses of the Lessor and of this trust, including all costs of evidence of\ntitle and attorneys' fees in connection with sale, the Lessor shall apply the\nproceeds of sale to payment of all sums so expended under the terms hereof not\nthen repaid; the payment of all other sums then secured hereby; and the\nremainder, if any, to the person or persons legally entitled thereto;<\/font><\/p>\n\n\n\n\n\n\n

\n                           (iii)        Lessor shall have the power and\nauthority to resort to and realize upon the Property and any other security now\nor hereafter held by the Lessor in such order and manner as the Lessor and the\nTrustee may, in their sole discretion, determine; and resort to any or all such\nsecurity may be taken concurrently or successively and in one or several\nconsolidated or independent judicial actions or lawfully taken non-judicial\nproceedings, or both.<\/font><\/p>\n\n\n
<\/a><\/a>             17.5     <\/font><\/b><\/a>\nRemedies Cumulative<\/font><\/b><\/u><\/a>.  The remedies herein provided shall be\ncumulative and in addition to (and not in limitation of) any other remedies\navailable at law, equity or otherwise, including, without limitation, any\nmortgage foreclosure remedies.<\/font><\/p>\n\n
<\/a><\/a>             17.6     <\/b><\/font><\/a>The Lessee's Right to Cure<\/font><\/b><\/u><\/a>.  Notwithstanding any provision contained in\nthe Lease or any other Operative Document, if a Event of Default has occurred\nand is continuing, the Lessee shall have the right to cure such Event of\nDefault by (a) exercising its Purchase Option at any time prior to the earlier\nof (i) the termination of the Lessee's possessory interest in the Property, (ii)\nthe thirty day period following the occurrence of a Lease Event of Default and\n(iii) the entering into by the Lessor of a binding contract to sell the\nProperty, and (b) purchasing the Property in accordance with Section 20.1<\/u>\nat any time prior to such time as a foreclosure upon or sale of the Property\nhas been completed.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XVIII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             18.1     <\/b><\/font><\/a>The Lessor's Right to Cure the Lessee's Defaults<\/font><\/b><\/u><\/a>.  The Lessor, without waiving or releasing any\nobligation or Event of Default, may (but shall be under no obligation to)\nremedy any Default or Event of Default (other than a Limited Default or a\nLimited Event of Default) for the account and at the sole cost and expense of\nthe Lessee, including the failure by the Lessee to maintain the insurance\nrequired by Article XIV<\/u> (subject to the limitations set forth in Section\n24.1<\/u>), and may, to the fullest extent permitted by law, and notwithstanding\nany right of quiet enjoyment in favor of the Lessee, enter upon the Property\nfor such purpose and take all such action thereon as may be necessary or\nappropriate therefor.  No such entry\nshall be deemed an eviction of the Lessee. \nAll out-of-pocket costs and expenses so incurred (including fees and\nexpenses of counsel), together with interest thereon at the Overdue Rate from\nthe date on which such sums or expenses are paid by the Lessor, shall be paid\nby the Lessee to the Lessor on demand (subject to the limitations set forth in Section\n24.1<\/u>), as Supplemental Rent.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XIX.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             19.1     <\/b><\/font><\/a>Provisions Relating to the Lessee's Termination of this Lease\nor Exercise of Purchase Option or Obligation and Conveyance Upon Remarketing\nand Conveyance Upon Certain Other Events<\/font><\/b><\/u><\/a>.<\/font><\/p>\n\n
                           (a)         In connection with \nany termination of\nthis Lease pursuant to the terms of Section 16.2<\/u> or 16.3<\/u> (if the\nLessee is obligated to purchase the Property), or in connection with the\nLessee's exercise of its Purchase Option or Expiration Date Purchase\nObligation, upon the date on which this Lease is to\nterminate or upon the Expiration Date, and upon tender by the Lessee of the\namounts set forth in Sections 16.2(b)<\/u>, 20.1<\/u>, 20.2<\/u> or 20.3<\/u>,\nas applicable, the Lessor shall execute and deliver to the Lessee (or to the\nLessee's designee) at the Lessee's cost and expense an assignment or transfer\nwithout recourse of the Lessor's right, title and interest in the Property\n(which shall include a release, quitclaim and assignment of all of the Lessor's\nright, title and interest in and to any Net Proceeds with respect to the\nProperty or such portion thereof not previously received by the Lessor), subject\nto Permitted Exceptions (other than Lessor Liens and, so long as all amounts\nrequired to be paid upon such termination or exercise have been paid and\ndischarged in full, free of all Liens created by the Operative Documents) and\nany encumbrance caused by the fault, neglect or intention of the Lessee, in\nrecordable form and otherwise in conformity with local custom and free and\nclear of any Lessor Liens.  The\nImprovements and the Equipment shall be conveyed to the Lessee 'AS\nIS' and in their then present condition of title and physical condition\nfree of any Lessor Liens and, so long as all amounts required to be paid upon\nsuch termination or exercise have been paid and discharged in full, free of all\nLiens created by the Operative Documents.<\/a><\/font><\/p>\n\n
                           (b)        If the Lessee properly \nexercises the\nRemarketing Option or is required to remarket the Property or return the\nProperty to the Lessor pursuant to Section 17.2(h)<\/u>, then the Lessee\nshall, on the Expiration Date, transfer possession of the Property (or\nremaining portion thereof) to the Lessor or the independent purchaser thereof,\nas the case may be, by surrendering the same into the possession of the Lessor\nor such purchaser, as the case may be, free and clear of all Liens other than\nLessor Liens, in good condition (as modified by Modifications permitted by this\nLease), ordinary wear and tear excepted, in compliance with Applicable Law, and\nin 'broom-swept clean' condition. \nThe Lessee shall cooperate reasonably with the Lessor and the\nindependent purchaser of the Property (or remaining portion thereof) in order\nto facilitate the purchase by such purchaser of the Property (or remaining\nportion thereof) which cooperation shall include the following, all of which\nthe Lessee shall do on or before the Expiration Date: providing all books and\nrecords regarding the maintenance and ownership of the Property (or remaining\nportion thereof) and all know\u2013how, data and technical information\nrelating thereto, providing a current copy of all of the 'as built'\nPlans and Specifications for the Property, granting or assigning (to the extent\nassignable) all existing licenses necessary for the operation and maintenance\nof the Property and cooperating reasonably in seeking and obtaining all\nnecessary Governmental Action and complying with the provisions of Section\n22.3<\/u> hereof.  The obligations of the\nLessee under this paragraph shall survive the expiration or termination of this\nLease. The reasonable, customary and documented costs and expenses of the\nLessee in complying with this Section 19.1(b)<\/u> shall at the request of\nthe Lessee be paid or reimbursed from the gross proceeds of a sale of the\nProperty.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XX.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             20.1     <\/font><\/b><\/a>\nPurchase Option<\/font><\/b><\/u><\/a>.\nWithout limitation of the Lessee's purchase obligation pursuant to Sections\n20.2<\/u> or 20.3<\/u>, unless the Lessee shall have given notice of its\nintention to exercise the Remarketing Option and the Lessor shall have entered\ninto a binding contract to sell the Property, the Lessee shall have the option\n(exercisable by giving the Lessor irrevocable written notice (each, a 'Purchase\nNotice<\/u>') of the Lessee's election to exercise such option) to\npurchase, or to designate a third party to purchase, all of the Property (the\n'Purchase Option<\/u>'), on the date specified in such Purchase\nNotice, which date shall be a Payment Date. \nThe purchase price in respect of the Property (the 'Purchase\nOption Price<\/u>') shall be equal to the Asset Termination Value plus in\neach case all other amounts owing in respect of Rent (including Supplemental\nRent) theretofore accruing (offsetting against such amount the aggregate amount\nof the Cash Collateral, if any).  The\nLessee shall deliver the Purchase Notice to the Lessor not less than thirty\n(30) days prior to the purchase date. \nIf the Lessee exercises its Purchase Option pursuant to this Section\n20.1<\/u> (the 'Purchase Option'<\/u>), the Lessor shall transfer to\nthe Lessee all of the Lessor's right, title and interest in and to all of the\nProperty, as of the date specified in the Purchase Notice upon receipt of the\nPurchase Option Price and (without duplication) all Rent and all other amounts\nthen due and payable under this Lease and any other Operative Document, in\naccordance with Section 19.1(a)<\/u>.<\/font><\/p>\n\n
<\/a><\/a>             20.2     <\/b><\/font><\/a>Expiration Date Purchase Obligation<\/font><\/b><\/u><\/a>.\nUnless (a) the Lessee shall have properly exercised the Purchase Option\npursuant to Section 20.1<\/u> and purchased the Property pursuant thereto,\n(b) the Lessee shall have properly exercised the Remarketing Option and shall\nhave fulfilled all of the conditions of clauses (a)<\/u> through (j)<\/u>\nand (m)<\/u> of Section 22.1<\/u> hereof, or (c) the Lessee shall have\nproperly exercised the Renewal Option pursuant to Section 21.1<\/u> and the\nterms and conditions of a Renewal Term shall have been agreed upon pursuant to\nsuch Section, then, subject to the terms, conditions and provisions set forth\nin this Section 20.2<\/u>, and in accordance with the terms of Section\n19.1(a)<\/u>, the Lessee shall purchase from the Lessor, and the Lessor shall\nassign and convey to the Lessee without recourse, on the Expiration Date of the\nTerm (as such Term may be renewed pursuant to Section 21.1<\/u>) all of the\nLessor's right, title and interest in the Property for an amount equal to the\nAsset Termination Value (the 'Expiration Date Purchase Obligation<\/u>'),\noffsetting against such amount the aggregate amount of the Cash Collateral, if\nany.  The Lessee may designate, in a\nnotice given to the Lessor not less than ten (10) Business Days prior to the\nclosing of such purchase (time being of the essence), the transferee or\ntransferees to whom the conveyance shall be made (if other than to the Lessee),\nin which case such conveyance shall (subject to the terms and conditions set\nforth herein) be made to such designee; provided<\/u>, however<\/u>, that\nsuch designation of a transferee or transferees shall not cause the Lessee to\nbe released, fully or partially, from any of its obligations under this Lease,\nincluding, without limitation, the obligation to pay the Lessor an amount equal\nto the Asset Termination Value that was not fully and finally paid by such\ndesignee on such Expiration Date.<\/font><\/p>\n\n
<\/a><\/a>             20.3     <\/b><\/font><\/a>Acceleration of Purchase Obligation<\/font><\/b><\/u><\/a>.<\/font><\/b><\/p>\n\n
                           (a)         The Lessee shall \nbe obligated to\npurchase for an amount equal to the Asset Termination Value the Lessor's\ninterest in the Property (notwithstanding any prior election to exercise its\nPurchase Option pursuant to Section 20.1<\/u>) (i) automatically and without\nnotice upon the occurrence and during the continuance of any Event of Default\nspecified in clause (f)<\/u> or (g)<\/u> of Section 17.1<\/u>, and (ii)\nas provided for at Section 17.2(e)<\/u> immediately upon written demand of\nthe Lessor upon the occurrence of any other Event of Default (except as\nprovided in Section 17.2(h)<\/u>.<\/font><\/p>\n\n
                           (b)        The Lessee shall be \nobligated to\npurchase for an amount equal to the Asset Termination Value (plus all other\namounts (without duplication) owing in respect of Rent (including Supplemental\nRent) theretofore accruing) (offsetting against such amount the aggregate\namount of the Cash Collateral, if any) immediately upon written demand of the\nLessor the Lessor's interest in the Property at any time during the Term when\nthe Lessor ceases to have title as contemplated by Section 12.1<\/u>.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE\nXXI.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             21.1     <\/font><\/b><\/a>Renewal<\/font><\/b><\/u><\/a>.<\/font><\/b><\/p>\n\n
                           <\/font>(a)        \n Subject to the conditions set forth\nherein, the Lessee shall have the option (the 'Renewal Option<\/u>')\nby written request (the 'Renewal Request<\/u>') to the Lessor and\nthe Agent (which request the Agent shall promptly forward to each Participant)\nand each Participant given not later than 180 days prior to the Expiration Date\nthen in effect, to renew the Term for an additional period as specified in such\nRenewal Request, commencing on the date following the Expiration Date then in\neffect. No later than the date (the 'Renewal Response Date<\/u>')\nwhich is ninety (90) days after such request has been delivered to each of the\nLessor and the Agent, the Lessor will notify the Lessee in writing (with a copy\nto Agent) whether or not it consents to such Renewal Request (which consent may\nbe granted or denied in its sole discretion and may be conditioned on receipt\nof such financial information or other documentation as may reasonably be specified\nby the Lessor including without limitation a satisfactory appraisal of the\nProperty), provided<\/u> that if the Lessor shall fail to notify the Lessee\non or prior to the Renewal Response Date, it shall be deemed to have denied\nsuch Renewal Request.  If the Lessor\nshall have consented to the Renewal Request, the Renewal Term contemplated by\nsuch request shall become effective as of the Expiration Date then in effect\nafter the Lessor has consented to such Renewal Request (each an 'Extension\nEffective Date<\/u>'); provided that such renewal shall be subject to and\nconditioned upon the following:<\/font><\/p>\n\n\n
                           (A)       on both the Extension \nEffective Date and\nthe date of the Renewal Request, (i) no Default or Event of Default shall have\noccurred and be continuing, and (ii) the Lessor and the Agent shall have\nreceived a Responsible Officer's Certificate of the Lessee as to the matters\nset forth in clause (i)<\/u> above,<\/font><\/p>\n\n\n\n
                           (B)        the Lessee shall not \nhave exercised the\nRemarketing Option, and<\/font><\/p>\n\n\n\n
                           (C)        the Participants shall \nhave agreed to\nextend the Maturity Date contemporaneously therewith pursuant to Section 3.6 of\nthe Participation Agreement such that the Renewal Term will expire on the same\ndate as the extended Maturity Date.<\/font><\/p>\n\n\n
                           (b)        As of any date of \ndetermination\nfollowing the Initial Expiration Date (in the event a Renewal Term is granted\nhereunder), the Expiration Date shall be the date set forth in the then most\nrecent Extension Notice delivered by the Agent pursuant to Section 3.6 of the\nParticipation Agreement.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XXII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             22.1     <\/font><\/b><\/a>\nOption to Remarket<\/font><\/b><\/u><\/a>.  Subject to the fulfillment of each of the\nconditions set forth in this Section 22.1<\/u>, the Lessee shall have the\noption (the 'Remarketing Option<\/u>') to market for the Lessor and\ncomplete the sale of all, but not less than all, of the Lessor's interest in\nthe Property on the Expiration Date for the Lessor.<\/font><\/p>\n\n\n\n\n

\n                           The\nLessee's effective exercise and consummation of the Remarketing Option shall be\nsubject to the due and timely fulfillment of each of the following provisions\nas of the dates set forth below.<\/font><\/p>\n\n
                           (a)         Not later than one \nhundred eighty (180)\ndays prior to the Expiration Date, the Lessee shall give to the Lessor written\nnotice of the Lessee's exercise of the Remarketing Option, which exercise shall\nbe irrevocable (except by delivery of a Purchase Notice and consummation of the\nexercise of the Purchase Option prior to the earlier of (i) the Expiration Date\nor (ii) the date on which the Lessor enters into a binding contract to sell the\nProperty pursuant to the exercise of the Remarketing Option).<\/font><\/p>\n\n
                           (b)        The Lessee shall deliver \nto the Lessor\nan Environmental Audit of the Property together with its notice of exercise of\nthe Remarketing Option.  Such\nEnvironmental Audit shall be prepared by an environmental consultant selected\nby the Lessor in the Lessor's reasonable discretion and shall contain\nconclusions reasonably satisfactory to the Lessor as to the environmental\nstatus of the Property.  If such\nEnvironmental Audit indicates any material exceptions reasonably requiring\nremedy or further investigation, the Lessee shall have also delivered a Phase\nTwo environmental assessment by such environmental consultant prior to the\nExpiration Date showing the completion of the remedying of such exceptions in\ncompliance with Environmental Laws. The reasonable, customary and documented\ncosts and expenses of the Lessee in complying with this Section 22.1(b)<\/u>\nshall at the request of the Lessee be paid or reimbursed from the gross\nproceeds of a sale of the Property.<\/font><\/p>\n\n
                           (c)         On the date of the \nLessee's notice to\nthe Lessor of the Lessee's exercise of the Remarketing Option, other than a\nnotice given pursuant to Section 17.2(h), no Event of Default or Default shall\nexist, and thereafter, no uncured Event of Default or Default shall exist.<\/font><\/p>\n\n
                           (d)        The Lessee shall have \ncompleted in all\nmaterial respects all Modifications, restoration and rebuilding of the Property\npursuant to Sections 11.1<\/u> and 15.1(e)<\/u> (as the case may be) and\nshall have fulfilled in all material respects all of the conditions and\nrequirements in connection therewith pursuant to said Sections, in each case by\nthe date on which the Lessor receives the Lessee's notice of the Lessee's\nexercise of the Remarketing Option (time being of the essence), regardless of\nwhether the same shall be within the Lessee's control.  The Lessee shall have also paid the cost of\nall Modifications commenced prior to the Expiration Date.  The Lessee shall not have been excused\npursuant to Section 13.1<\/u> from complying with any Applicable Law that\ninvolved the extension of the ultimate imposition of such Applicable Law beyond\nthe last day of the Term.  Any Permitted\nExceptions on the Property that were contested by the Lessee shall have been\nremoved.<\/font><\/p>\n\n\n\n\n

\n                           (e)         During the Marketing Period, the \nLessee\nshall, as nonexclusive agent for the Lessor, use commercially reasonable\nefforts to sell the Lessor's interest in the Property on or prior to the\nExpiration Date (without diminishing the Lessee's obligation to consummate the\nsale on the Expiration Date) and will attempt to obtain the highest purchase price\ntherefor and for not less than the Fair Market Sales Value.  The Lessee will be responsible for hiring\nand compensating brokers and making the Property available for inspection by\nprospective purchasers.  The Lessee\nshall promptly upon request permit inspection of the Property and any\nmaintenance records relating to the Property by the Lessor, any Participant and\nany potential purchasers, and shall otherwise do all things necessary to sell\nand deliver possession of the Property to any purchaser. The reasonable,\ncustomary and documented costs and expenses of the Lessee in complying with\nthis Section 22.1(e)<\/u> shall at the request of the Lessee be paid or\nreimbursed from the gross proceeds of a sale of the Property.  The Lessee shall allow the Lessor and any\npotential qualified purchaser reasonable access to the Property for the purpose\nof inspecting the same.<\/font><\/p>\n\n
                           (f)         The Lessee shall \nsubmit all bids to the\nLessor and the Agent, and the Lessor will have the right to review the same and\nthe right to submit any one or more bids. \nAny bid shall be on an all-cash basis unless the Lessor, the Agent and\nthe Participants shall otherwise agree in their sole discretion.  The Lessee shall use its best efforts to\nprocure bids from one or more bona fide prospective purchasers and shall\ndeliver any such bids to the Lessor and the Agent not less than ninety (90)\ndays prior to the Expiration Date a binding written unconditional (except as\nset forth below), irrevocable offer by such purchaser or purchasers offering\nthe highest bid to purchase the Property. No such purchaser shall be the\nLessee, or any Subsidiary or Affiliate of the Lessee.  The written offer must specify the Expiration Date as the closing\ndate unless the Lessor, the Agent and the Participants shall otherwise agree in\ntheir sole discretion.<\/font><\/p>\n\n
                           (g)        In connection with any \nsuch sale of the\nProperty, the Lessee will provide to the purchaser all customary\n'seller's' indemnities, representations and warranties regarding\ntitle, absence of Liens (except Lessor Liens) and the condition of the\nProperty, as well as such other terms and conditions as may be negotiated\nbetween the Lessee and the purchaser. \nThe Lessee shall have obtained all required governmental and regulatory\nconsents and approvals and shall have made all filings as required by\nApplicable Law in order to carry out and complete the transfer of the Property.\nThe reasonable, customary and documented costs and expenses of the Lessee in\ncomplying with this Section 22.1(g)<\/u> shall at the request of the Lessee\nbe paid or reimbursed from the gross proceeds of a sale of the Property.  As to the Lessor, any such sale shall be\nmade on an 'as is, with all faults' basis without representation or\nwarranty by the Lessor other than the absence of Lessor Liens and Liens created\nby the Operative Documents.  Any\nagreement as to such sale shall be made subject to the Lessor's rights\nhereunder.<\/font><\/p>\n\n
                           (h)        All prorations, credits, \ncosts and\nexpenses of the sale of the Property, whether incurred by the Lessor, the\nParticipants or the Lessee, including without limitation, the cost of all title\ninsurance, surveys, environmental reports, appraisals, transfer taxes, the\nLessor's, the Participants' and the Agent's reasonable attorneys' fees, the\nLessee's attorneys' fees, commissions, escrow fees, recording fees, and all\napplicable documentary and other transfer taxes, shall be paid from the gross\nsale proceeds.  Notwithstanding the\nforegoing, any such amounts to be paid to the Lessee shall be so paid only to\nthe extent such amounts are reasonable, customary and documented and only to\nthe extent requested by the Lessee.<\/font><\/p>\n\n
                           (i)          The Lessee \nshall pay to the Agent on\nthe Expiration Date (or to such other Person as the Lessor shall notify the\nLessee in writing, or in the case of Supplemental Rent, to the Person entitled\nthereto) an amount equal to the Residual Value Guarantee Amount (which shall be\npaid in accordance with Section 3.22 of the Participation Agreement) plus<\/u>\n(without duplication) all Rent and all other amounts hereunder which have\naccrued or will accrue prior to or as of the Expiration Date, in the type of\nfunds specified in Section 3.4<\/u> hereof.<\/font><\/p>\n\n\n\n\n

\n                           (j)          If, within ninety (90) \ndays prior to\nthe Expiration Date, it is determined (based upon the highest bid by a\npurchaser to purchase the Property pursuant to paragraph (f)<\/u> of this Section\n22.1<\/u>) that there would, after giving effect to the proposed sale of the\nProperty, be a Shortfall Amount, the Lessee (i) shall cause to be delivered to\nthe Lessor and the Agent the End of Term Report required by Section 13.2 of the\nParticipation Agreement and (ii) shall on the Expiration Date pay to the Agent\n(or to such other person as the Lessor shall notify the Lessee in writing), the\namounts (not to exceed the Shortfall Amount) required to be paid pursuant to\nSection 13.2 of the Participation Agreement.<\/font><\/p>\n\n
                           (k)         The purchase of \nthe Property shall be\nconsummated on the Expiration Date following the payment by the Lessee pursuant\nto paragraphs (i)<\/u> and (j)<\/u> above and contemporaneously with the\nLessee's surrender of the Property pursuant to Section 19.1(b)<\/u> and the\nNet Sales Proceeds of the sale of the Property shall be paid directly to the\nAgent; provided<\/u>, however<\/u>, that if the sum of the Net Sales\nProceeds from such sale of the Property plus the Residual Value Guarantee Amount\npaid by Lessee pursuant to paragraph (i)<\/u> above exceeds the Asset\nTermination Value as of such date, then the excess shall be paid to the Lessee\non the Expiration Date.<\/font><\/p>\n\n
                           (l)          The Lessee \nshall not be entitled to\nexercise or consummate the Remarketing Option if a circumstance that would\npermit the Lessor to require the Lessee to repurchase the Property under Section\n16.3<\/u> exists and is continuing.<\/font><\/p>\n\n
                           (m)        No subleases affecting \nthe Property\nshall be in effect on the Expiration Date.<\/font><\/p>\n\n
             If one or more of the foregoing\nprovisions shall not be fulfilled as of the relevant date set forth above, then\nthe Lessor shall declare by written notice to the Lessee the Remarketing Option\nto be null and void (whether or not it has been theretofore exercised by the\nLessee) as to the Property, in which event all of the Lessee's rights under\nthis Section 22.1<\/u> shall immediately terminate and the Lessee shall be\nobligated to vacate the Property on the Expiration Date and comply with the\nobligations set forth in Section 22.3<\/u>. \nExcept as expressly set forth herein, the Lessee shall have no right,\npower or authority to bind the Lessor in connection with any proposed sale of\nthe Property.<\/font><\/p>\n\n
             If the Lessee has paid the Residual\nValue Guarantee Amount as required herein and in Section 3.22 of the\nParticipation Agreement, proceeds from a sale of the Property pursuant to the\nRemarketing Option or, if not sold as provided in this Section 22.1<\/u> from\na sale of the Property occurring thereafter shall be distributed as provided in\nSection 3.14 of the Participation Agreement.<\/font><\/p>\n\n
<\/a><\/a>             <\/font><\/b><\/a>22.2     Certain Obligations Continue<\/u><\/a><\/font><\/b>.  <\/font>During\nthe Marketing Period, the obligation of the Lessee to pay Rent (including the\ninstallment of Basic Rent due on the fifth anniversary of the Closing Date or\nat the end of any Renewal Term, as the case may be) shall continue undiminished\nuntil payment in full to the Lessor, for deposit into an account with the Agent\n(or as otherwise required pursuant to Section 3.22 of the Participation\nAgreement), of the Net Sales Proceeds, the Residual Value Guarantee Amount, and\n(without duplication) all other amounts due to the Lessor with respect to the\nProperty under the Operative Documents. \nThe Lessor shall have the right, but shall be under no duty, to solicit\nbids, to inquire into the efforts of the Lessee to obtain bids or otherwise to\ntake action in connection with any such sale, other than as expressly provided\nin this Article XXII<\/u>.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             22.3     <\/b><\/font><\/a>Support Obligations<\/font><\/b><\/u><\/a>.\nIn the event that (A) the Lessee does not elect to purchase the Property on the\nExpiration Date, (B) this Lease is terminated without a purchase of the\nProperty by the Lessee as expressly permitted herein, or (C) pursuant to the\nLessor's exercise of remedies under Article XVII<\/u>, this Lease is\nterminated, the Lessee shall, upon the request of the Lessor, exercise all\ncommercially reasonable efforts to provide the Lessor or other purchaser of the\nProperty, effective on the Expiration Date or earlier termination of this\nLease, with (i) all permits, certificates of occupancy, governmental licenses\nand authorizations necessary to use and operate the Property for its intended\npurposes (to the extent such items are transferable), (ii) such easements,\nlicenses, rights-of-way and other rights and privileges in the nature of an\neasement (as are reasonably necessary or desirable in connection with the use,\nrepair, access to or maintenance of the Property), and (iii) any service\nagreements, contracts or subcontracts in existence at such time relating to the\nuse and operation of the Property, in each case to the extent assignable.  All assignments, licenses, easements,\nagreements and other deliveries required by clauses (i)<\/u>, (ii)<\/u> and\n(iii)<\/u> of this Section 22.3<\/u> shall be in form satisfactory to the\nLessor and shall, to the extent permissible pursuant to the underlying assigned\ninterest or Applicable Law, be fully assignable (including both primary\nassignments and assignments given in the nature of security) without payment of\nany fee, cost or other charge.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XXIII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             23.1     <\/b><\/font><\/a>\nHolding Over<\/font><\/b><\/u><\/a>.  If the Lessee shall for any reason remain in\npossession of the Property after the expiration or earlier termination of this\nLease (unless the Property is conveyed to the Lessee), such possession shall be\nas a tenancy at sufferance during which time the Lessee shall continue to pay\nSupplemental Rent that would be payable by the Lessee hereunder were the Lease\nthen in full force and effect and the Lessee shall continue to pay Basic Rent\nat an annual rate equal to 110% of the average rate of Basic Rent payable\nhereunder during the Term.  Such Basic\nRent shall be payable from time to time upon demand by the Lessor.  During any period of tenancy at sufferance,\nthe Lessee shall, subject to the second preceding sentence, be obligated to\nperform and observe all of the terms, covenants and conditions of this Lease,\nbut shall have no rights hereunder other than the right, to the extent given by\nlaw to tenants at sufferance, to continue its occupancy and use of the\nProperty.  Nothing contained in this Article\nXXIII<\/u> shall constitute the consent, express or implied, of the Lessor to\nthe holding over of the Lessee after the expiration or earlier termination of\nthis Lease (unless the Property is conveyed to the Lessee), and nothing\ncontained herein shall be read or construed to relieve the Lessee of its\nobligations to purchase or remarket the Property on the Expiration Date\npursuant to Article XX<\/u> or Article XXII<\/u> or as preventing the\nLessor from maintaining a suit for possession of the Property or exercising any\nother remedy available to the Lessor at law or in equity or hereunder.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XXIV.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             24.1     <\/font><\/b><\/a>\nRisk of Loss<\/font><\/b><\/u><\/a>.  The Lessee assumes all risks of loss arising\nfrom any Casualty or Condemnation which arises or occurs prior to the\nExpiration Date or while the Lessee is in \npossession of the Property and all \nliability for all personal injuries and deaths and damages to property\nsuffered by any Person or property on or in connection with the Property which\narises or occurs prior to the Expiration Date or while the Lessee is in\npossession of the Property, except in each case to the extent any such loss or\nliability is primarily caused by the gross negligence or willful misconduct of\na Lessor Party.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XXV.<\/font><\/b><\/p>\n\n
<\/a><\/a>             25.1     <\/font><\/b><\/a>Subletting and Assignment<\/font><\/b><\/u><\/a>.\nTHE LESSEE MAY NOT ASSIGN THIS LEASE OR ANY OF ITS RIGHTS OR OBLIGATIONS\nWITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. \nThe Lessee may, without the consent of the Lessor, sublease the Property\nor portion thereof to any Person, provided<\/u>, that no such sublease shall,\nin the opinion of the Lessor, materially adversely affect any of the Lessor's\ninterests, rights or remedies under the Lease or the Lessor's title to the\nProperty.  No assignment, sublease or\nother relinquishment of possession of the Property shall in any way discharge\nor diminish any of the Lessee's obligations to the Lessor hereunder and the\nLessee shall remain directly and primarily liable under this Lease as to the\nProperty, or portion thereof, so assigned or sublet.  Any sublease of the Property shall be made subject to and\nsubordinated to this Lease and to the rights of the Lessor hereunder, and shall\nexpressly provide for the surrender of the Property (or portion thereof) after\nan Event of Default hereunder.  All such\nsubleases shall expressly provide for termination at or prior to the earlier of\nthe applicable Expiration Date or other date of termination of this Lease\nunless the Lessee shall have purchased the Property pursuant to Article XX<\/u>.  No assignee or sublessee shall use the\nProperty in a manner which is substantially different from the manner in which\nthe Property is used or intended for use by the Lessee or in any manner not\notherwise permitted under Section 8.2<\/u>, without the prior written consent\nof the Lessor.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XXVI.<\/font><\/b><\/p>\n\n
<\/a><\/a>             26.1     <\/b><\/font><\/a>Estoppel Certificates<\/font><\/b><\/u><\/a>.  At any time and from time to time upon not\nless than twenty (20) days' prior request by the Lessor or the Lessee (the\n'Requesting Party<\/u>'), the other party (whichever party shall\nhave received such request, the 'Certifying Party<\/u>') shall\nfurnish to the Requesting Party (but not more than four times per year unless\nrequired to satisfy the requirements of any sublessees and only to the extent\nthat the required information has been provided to the Certifying Party by the\nother party) a certificate signed by an individual having the office of vice president\nor higher in the Certifying Party certifying that this Lease is in full force\nand effect (or that this Lease is in full force and effect as modified and\nsetting forth the modifications); the dates to which the Basic Rent and\nSupplemental Rent have been paid; to the best knowledge of the signer of such\ncertificate, whether or not the Requesting Party is in default under any of its\nobligations hereunder (and, if so, the nature of such alleged default); and\nsuch other matters under this Lease as the Requesting Party may reasonably\nrequest.  Any such certificate furnished\npursuant to this Article XXVI<\/u> may be relied upon by the Requesting\nParty, and any existing or prospective mortgagee, purchaser or lender, and any\naccountant or auditor, of, from or to the Requesting Party (or any Affiliate\nthereof).<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XXVII.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             27.1     <\/b><\/font><\/a>\nRight to Inspect<\/font><\/b><\/u><\/a>.  During the Term, the Lessee shall upon\nreasonable notice from the Lessor (except that no notice shall be required if a\nEvent of Default has occurred and is continuing), permit the Lessor, the Agent\nand their respective authorized representatives to inspect the Property during\nnormal business hours, provided that such inspections shall not unreasonably\ninterfere with the Lessee's business operations at the Property, and provided<\/u>\nfurther<\/u> that the Lessee may, if it so chooses, be present during such\ninspections.<\/font><\/p>\n\n
<\/a><\/a>             27.2     <\/b><\/font><\/a>\nNo Waiver<\/font><\/b><\/u><\/a>.  No failure by the Lessor or the Lessee to\ninsist upon the strict performance of any term hereof or to exercise any right,\npower or remedy upon a default hereunder, and no acceptance of full or partial\npayment of Rent during the continuance of any such default, shall constitute a\nwaiver of any such default or of any such term.  To the fullest extent permitted by law, no waiver of any default\nshall affect or alter this Lease, and this Lease shall continue in full force\nand effect with respect to any other then existing or subsequent default.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XXVIII.<\/font><\/b><\/p>\n\n
<\/a><\/a>             28.1     <\/b><\/font><\/a>Acceptance of Surrender<\/font><\/b><\/u><\/a>.  No surrender to the Lessor of this Lease or\nof all or any portion of the Property or of any part thereof or of any interest\ntherein shall be valid or effective unless agreed to and accepted in writing by\nthe Lessor and, prior to the payment or performance of all obligations under\nthe Participation Agreement and termination of the Commitments, the Agent, and\nno act by the Lessor or the Agent or any representative or agent of the Lessor\nor the Agent, other than a written acceptance, shall constitute an acceptance\nof any such surrender.<\/font><\/p>\n\n
<\/a><\/a><\/a>ARTICLE XXIX.<\/font><\/b><\/p>\n\n
<\/a><\/a>             29.1     <\/b><\/font><\/a>\nNo Merger of Title<\/font><\/b><\/u><\/a>.  There shall be no merger of this Lease or of\nthe leasehold estate created hereby by reason of the fact that the same Person\nmay acquire, own or hold, directly or indirectly, in whole or in part, (a) this\nLease or the leasehold estate created hereby or any interest in this Lease or\nsuch leasehold estate, or (b) any estate of others in the Property created by\nany sublease permitted under this Lease, except as may expressly be stated in a\nwritten instrument duly executed and delivered by the appropriate Person.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE\nXXX.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             30.1     <\/b><\/font><\/a>Notices<\/font><\/b><\/u><\/a>. \n<\/font>All notices, demands,\nrequests, consents, approvals and other communications hereunder shall be in\nwriting and delivered (i) personally, (ii) by a nationally recognized overnight\ncourier service, (iii) by mail (by registered or certified mail, return receipt\nrequested, postage prepaid) or (iv) by facsimile, addressed to the respective\nparties, as follows:<\/font><\/p>\n\n
\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  \n  
\n  \nIf\n  to the Lessee:<\/font>\n\n  <\/td>\n  \n  \nYahoo!\n  Inc. 
\n  3420 Central Expressway 
\n  Santa Clara, California 95051 
\n  Attention:  Chief Financial Officer 
\n  Telephone:  (408) 731-3300 
\n  Facsimile:  (408) 731-3485<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \nWith\n  a copy to:<\/font>\n\n  <\/td>\n  \n  \nYahoo!\n  Inc. 
\n  3420 Central Expressway 
\n  Santa Clara, California 95051 
\n  Attention:  General Counsel 
\n  Telephone:  (408) 731-3300 
\n  Facsimile:  (408) 830-6208<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \nIf\n  to the Lessor:<\/font>\n\n  <\/td>\n  \n  \nLease\n  Plan North America, Inc. 
\n  135 South LaSalle Street, Suite 740 
\n  Chicago, Illinois  60603 
\n  Attention: Elizabeth M. Walker 
\n  Telephone:   (312) 904-2809 
\n  Facsimile:   (312) 904-6217<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \nIf\n  to the Agent:<\/font>\n\n  <\/td>\n  \n  \nABN\n  AMRO Bank N.V. 
\n  208 South LaSalle Street, Suite 1500 
\n  Chicago, Illinois  60604 
\n  Attention: Gregory R. Miller 
\n  Telephone:   (312) 992-5170 
\n  Facsimile:   (312) 992-5111<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n   \n\n  <\/td>\n <\/tr>\n 
\n  \nwith\n  a copy to:<\/font>\n\n  <\/td>\n  \n  \nABN\n  AMRO Bank N.V. 
\n  101 California Street, Suite 4550 
\n  San Francisco, California  94111-5812 
\n  Attention: Jamie Dillon 
\n  Telephone:   (415) 984-3750 
\n  Facsimile:   (415) 362-3524<\/font>\n\n  <\/td>\n <\/tr>\n<\/table>\n\n<\/div>\n\n
 <\/font><\/p>\n\n
or\nsuch additional parties and\/or other address as such party may hereafter\nspecify in writing in accordance with this Lease, and shall be effective upon\nreceipt or refusal thereof.<\/font><\/p>\n\n\n\n\n
<\/a><\/a>ARTICLE XXXI.<\/font><\/b><\/a><\/p>\n\n
<\/a><\/a>             31.1     <\/b><\/font><\/a>\nMiscellaneous<\/font><\/b><\/u><\/a>.  Anything contained in this Lease to the\ncontrary notwithstanding, all claims against and liabilities of the Lessee or\nthe Lessor arising from events commencing prior to the expiration or earlier\ntermination of this Lease shall survive such expiration or earlier\ntermination.  If any term or provision\nof this Lease or any application thereof shall be declared invalid or\nunenforceable, the remainder of this Lease and any other application of such\nterm or provision shall not be affected thereby.  If any right or option of the Lessee provided in this Lease,\nincluding any right or option described in Articles XV<\/u>, XVI<\/u>, XX<\/u>,\nXXI<\/u> or XXII<\/u>, would, in the absence of the limitation imposed by\nthis sentence, be invalid or unenforceable as being in violation of the rule\nagainst perpetuities or any other rule of law relating to the vesting of an\ninterest in or the suspension of the power of alienation of property, then such\nright or option shall be exercisable only during the period which shall end twenty-one\n(21) years after the date of death of the last survivor of the descendants of\nFranklin D. Roosevelt, the former president of the United States, Henry Ford,\nthe deceased automobile manufacturer, and John D. Rockefeller, the founder of\nthe Standard Oil Company, known to be alive on the date of the execution,\nacknowledgment and delivery of this Lease.<\/font><\/p>\n\n
<\/a><\/a>             31.2     <\/b><\/font><\/a>Amendments and Modifications<\/font><\/b><\/u><\/a>.  Subject to the requirements, restrictions\nand conditions set forth in the Participation Agreement, neither this Lease,\nany Lease Supplement nor any provision hereof may be amended, waived,\ndischarged or terminated except by an instrument in writing in recordable form\nsigned by the Lessor and the Lessee.<\/font><\/p>\n\n
<\/a><\/a>             31.3     <\/b><\/font><\/a>Successors and Assigns<\/font><\/b><\/u><\/a>.  All the terms and provisions of this Lease\nshall inure to the benefit of the parties hereto and their respective\nsuccessors and permitted assigns.<\/font><\/p>\n\n
<\/a><\/a>             31.4     <\/b><\/font><\/a>Headings and Table of Contents<\/font><\/b><\/u><\/a>.  The headings and table of contents in this\nLease are for convenience of reference only and shall not limit or otherwise\naffect the meaning hereof.<\/font><\/p>\n\n
<\/a><\/a>             31.5     <\/b><\/font><\/a>\nCounterparts<\/font><\/b><\/u><\/a>.  This Lease may be executed in any number of\ncounterparts, each of which shall be an original, but all of which shall\ntogether constitute one and the same instrument.<\/font><\/p>\n\n
<\/a><\/a>             31.6     <\/b><\/font><\/a>\nGOVERNING LAW<\/font><\/b><\/u><\/a>.  THIS AGREEMENT SHALL IN ALL RESPECTS BE\nGOVERNED BY THE LAW OF THE STATE OF CALIFORNIA (EXCLUDING ANY CONFLICT OF LAW\nOR CHOICE OF LAW RULES WHICH MIGHT LEAD TO THE APPLICATION OF THE INTERNAL LAWS\nOF ANY OTHER JURISDICTION) AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND\nPERFORMANCE.<\/font><\/p>\n\n
<\/a><\/a>             <\/font><\/a>31.7     Limitations on Recourse<\/u><\/a><\/font><\/b>.  <\/font>The\nparties hereto agree that the Lessor shall have no personal liability\nwhatsoever to the Lessee or its respective successors and assigns for any claim\nbased on or in respect of this Lease or any of the other Operative Documents or\narising in any way from the transactions contemplated hereby or thereby; provided<\/u>,\nhowever<\/u>, that the Lessor shall be liable in its individual capacity (a)\nfor its own willful misconduct or gross negligence (or negligence in the\nhandling of funds), (b) for liabilities that may result from the incorrectness\nof any representation or warranty expressly made by it in Section 7.1 of the\nParticipation Agreement or from the failure of the Lessor to perform its\ncovenants and agreements set forth in Section 10.3 of the Participation\nAgreement, and (c) for any Taxes based on or measured by any fees, commission\nor compensation received by it for acting as the Lessor as contemplated by the\nOperative Documents.  It is understood\nand agreed that, except as provided in the preceding proviso: (i) the Lessor\nshall have no personal liability under any of the Operative Documents as a\nresult of acting pursuant to and consistent with any of the Operative\nDocuments; (ii) all obligations of the Lessor to the Lessee are solely\nnonrecourse obligations except to the extent that it has received payment from\nothers and are enforceable solely against \nthe Lessor's interest in the Property; and (iii) all such personal\nliability of the Lessor is expressly waived and released as a condition of, and\nas consideration for, the execution and delivery of the Operative Documents by\nthe Lessor.<\/font><\/p>\n\n\n\n\n

\n<\/a><\/a>             31.8     <\/b><\/font><\/a>\nOriginal Lease<\/font><\/b><\/u><\/a>.  The single executed original of this Lease\nmarked 'THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART' on the\nsignature page thereof and containing the receipt of the Agent therefor on or\nfollowing the signature page thereof shall be the Original Executed Counterpart\nof this Lease (the 'Original Executed Counterpart<\/u>').  To the extent that this Lease constitutes\nchattel paper, as such term is defined in the Uniform Commercial Code as in\neffect in any applicable jurisdiction, no security interest in this Lease may\nbe created through the transfer or possession of any counterpart other than the\nOriginal Executed Counterpart.<\/font><\/p>\n\n
[signature\npage follows]<\/p>\n\n<\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didididir><\/didididir><\/didir><\/didididir><\/didididir><\/didididir><\/didididir><\/didididir><\/didididir><\/didir><\/didir><\/didididir><\/didididir><\/didididir><\/didididir><\/didididir><\/didir><\/didididir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/didir><\/div>\n\n\n\n\n
\n\n
             IN WITNESS WHEREOF, the parties\nhave caused this Lease to be duly executed and delivered as of the date first\nabove written.<\/font><\/p>\n\n
\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  
\n  \nLEASE\n  PLAN NORTH AMERICA, INC.,<\/font>\n\n  <\/td>\n <\/tr>\n 
\n  \nan\n  Illinois corporation, as Lessor<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
\n  \nBy:\n  \/s\/ David M. Shipley<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nName:\n  David M. Shipley<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nTitle:\n  Vice President<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
\n  \nYAHOO!\n  INC.,     <\/font>\n\n  <\/td>\n <\/tr>\n 
\n  \na\n  Delaware corporation<\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
\n  \nBy:\n  \/s\/ Susan L. Decker<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nName:\n  Susan L. Decker<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nTitle:\n  Senior Vice President, Financial and Administration and Chief Financial\n  Officer<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n<\/table>\n\n<\/div>\n\n
 <\/font><\/p>\n\n\n\n\n
             THIS COUNTERPART IS THE\nORIGINAL EXECUTED COUNTERPART.<\/font><\/p>\n\n
             Receipt of this original\ncounterpart of the foregoing Lease is hereby acknowledged as of March 16, 2001.<\/font><\/p>\n\n
\n\n\n \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n  
\n  \nABN\n  AMRO BANK N.V., as Agent <\/font>\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
\n  \nBy:     \/s\/ David M. Shipley<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nName:  David M. Shipley<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nTitle:    Vice President<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
 \n\n  <\/td>\n <\/tr>\n 
\n  \nBy:  \/s\/ \n  Elizabeth M. Walker<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nName:   Elizabeth M. Walker<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n 
\n  \nTitle:    Vice President<\/font>\n\n  \n\n  
\n\n  <\/td>\n <\/tr>\n<\/table>\n\n<\/div>\n\n
 <\/font><\/p>\n\n<\/div>\n\n\n\n\n
\n\n\n \n  \n  
\n  Recording\n  requested by, and when<\/font>\n  <\/td>\n   \n  <\/td>\n <\/tr>\n 
\n  Recorded,\n  please return to:<\/font>\n  McGuireWoods\n  LLP<\/font>\n  77\n  West Wacker Drive<\/font>\n  Chicago,\n  Illinois  60601<\/font>\n  Attn:  W. Kirk Grimm, Esq.<\/font>\n  <\/td>\n  \n   <\/font>\n   <\/font>\n   <\/font> \n  <\/td>\n <\/tr>\n<\/table>\n\n
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