As used in this Agreement, the following terms have the following meanings:

Landlord hereby demises and lets to Tenant for the term described below the parcel of land located in the City of _________, County of _________, State of _________ which is fully described in Exhibit "A" and all easements, rights, privileges and appurtenances relating thereto (the "Demised Land"). The Improvements and Personal Property situated at the Demised Land, all of which have been or will be and, subject to the terms and conditions of this Lease, shall remain, the sole property of Tenant. The Demised Land and Improvements are herein collectively referred to as the "Premises."

The Demised Land is demised and let subject to the rights of any parties in possession thereof and the state of the title thereof as of the commencement of this Lease, to any state of facts which an accurate survey or physical inspection thereof might show, and to all zoning regulations, restrictions, easements, rules and ordinances, building restrictions and other laws and Regulations now in effect or hereafter adopted by any governmental authority having jurisdiction and to the existing encumbrances, if any, specifically described in Exhibit "B" ("Encumbrances"). Tenant has examined the title to the Demised Land and has found the same satisfactory.

Tenant is granted the right to occupy and use the Demised Land only for the construction, development and operation of a _________, to be built substantially in accordance with Plans and Specifications heretofore approved by Landlord (the "Building"), and for any other lawful purpose approved by Landlord, which approval shall not be unreasonably withheld. Tenant will not do or permit any act or thing which is contrary to any Legal Requirement or Insurance Requirement, or which might impair the value or usefulness of the Premises or any part thereof, or which constitutes a public or private nuisance or waste.

Subject to the terms, covenants and conditions herein, Tenant shall have and hold the Demised Land for a term commencing _________("Commencement Date") and expiring at Midnight on _________, unless sooner terminated as provided herein.

The Tenant covenants and agrees to pay to the Landlord as rent for the Demised Land during the term of this Lease at the rate of $_____ per annum, payable in equal monthly installments due on or before the 10th day of each month during the Construction Period, each such installment to be in the amount of $_____.

(a). Title to the Improvements located and/or to be located on the Demised Land as of the date of this Lease has not been conveyed to the Landlord, and such Improvements are now and shall remain the property of the Tenant, subject nevertheless to the terms and conditions of this Lease, until the expiration of the term of this Lease or the earlier termination thereof. All improvements hereafter erected or located on the Demised Land by or on behalf of the Tenant pursuant to Section 13 of this Lease shall also remain the property of the Tenant, subject to the terms and conditions of this Lease, until such expiration or earlier termination.

(b). Subject to the provisions set forth in Sections 21 and 22 hereof, upon the expiration or earlier termination of the term of this Lease, all Improvements then located on the Demised Land shall, with the Demised Land, be vacated and surrendered by the Tenant to the Landlord and shall become the property of the Landlord, and the Tenant agrees to execute and deliver to the Landlord such quit claim deeds, assignments or other instruments of conveyance as the Landlord may deem reasonably necessary to evidence such transfer of title to the Landlord.

(a). This Lease is a net Lease and the Rental and other sums payable hereunder by Tenant shall be paid without notice or demand, and, except as otherwise specifically set forth in this Lease, without setoff, counterclaim, abatement, suspension, deduction or defense.

(b). Except as expressly provided in Sections 14(a) and 26(a), this Lease shall continue in full force and effect, and the obligations of Tenant hereunder shall not be released, discharged or otherwise affected, by reason of: (i) any damage to or destruction of the Premises or any part thereof or the taking of the Premises or any part thereof by condemnation, requisition or otherwise for any reason, (ii) any restriction or prevention of or interference with any use of the Premises or any part thereof, or (iii) any title defect or encumbrance or any eviction from the Premises or any part thereof by title paramount or otherwise.

(a). Tenant shall pay or cause to be paid all installments of interest and amortization required to be paid under the Encumbrances, and all other sums and charges which may be payable under the Encumbrances, and any subsequent mortgages to which Landlord consents pursuant to Section 17 ("Permitted Encumbrances"), as and when the same become due and payable. Tenant shall duly and punctually perform, observe and comply with, or cause to be performed, observed and complied with, each and every obligation of the owner or mortgagor under the Permitted Encumbrances and under all other security instruments delivered pursuant thereto, to the end that no default shall occur under the Permitted Encumbrances which default, if any, shall not have been cured within the applicable grace period provided under such Permitted Encumbrances or such further extensions of time or waivers as may be granted from time to time by the holders of the Permitted Encumbrances.

(b). Tenant will pay all Impositions before any fine, penalty, interest or cost may be added for nonpayment, and will furnish to Landlord, upon request, official receipts or other satisfactory proof evidencing such payment, provided that, if any Imposition is payable in installments over a period of years, Tenant shall be liable only for payment of those installments falling due and payable during the term hereof, with appropriate proration in case of fractional years.

(c). Tenant at its expense will promptly (i) comply with all Legal Requirements and Insurance Requirements, whether or not compliance therewith shall require structural changes or interfere with the use and enjoyment of the Premises or any part thereof, (ii) procure, maintain and comply with all permits, licenses and other authorizations required for any use of the Premises or any part thereof then being made, and for the proper erection, installation, operation and maintenance of the Improvements, and (iii) comply with any instruments of record at the time in force affecting the Premises or any part thereof.

(d). Tenant, at its expense and, if legally required, in the name of the Landlord, may contest (in the case of any item of importance, after prior written notice to Landlord), by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition or lien therefor or any Legal Requirement, Insurance Requirement or any liens of the type referred to in subsection (f) of Section 10 or the application of any instruments referred to in Section 9(c)(ii) above, provided that (i) in the case of liens of mechanics, materialmen, suppliers or vendors, or Impositions or liens therefor, such proceedings shall suspend the collection thereof from Landlord, the Premises, any interest therein, the Basic Rental or any Additional Rent, (ii) neither the Premises nor any part thereof or interest therein, or the Basic Rental or any Additional Rent or any portion thereof, would be in any material danger of being sold, forfeited or lost solely by reason of such proceedings, and (iii) Landlord would not be in any danger of any civil or any criminal liability by reason of such contest and the Premises would not be subject to the Imposition of any lien as a result of failure to comply with any Legal Requirement. Landlord, at the expense of Tenant, will cooperate with Tenant and execute any documents or pleadings legally required for any such contest.

Tenant will not directly or indirectly create or permit to be created or to remain, and will discharge any lien, encumbrance or charge on, or pledge of, the Premises or any part thereof, Tenant's interest therein or the Basic Rental or Additional Rent, other than: (a) this Lease and any assignment hereof or sublease hereunder; (b) any mortgage or deed of trust created by the Landlord, upon the Demised Land or any part thereof, or any other assignment, pledge, lien, encumbrance, charge, conditional sale or title retention agreement affecting the Premises resulting solely from (i) any action by Landlord or any transferee, assignee or mortgagee of Landlord's interest in the Demised Land or (ii) any liability or obligation on the part of Landlord which Tenant is not obligated by this Lease to assume; (c) liens for Impositions not yet payable, or payable without the addition of any fine or penalty for nonpayment, or being contested as permitted by Section 9; (d) Permitted Exceptions; (e) Permitted Encumbrances; (f) liens of mechanics, materialmen, suppliers or vendors, or rights thereto, incurred in the ordinary course of business for sums which under the terms of the related contracts are not yet due, provided that such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor.

Tenant will protect, indemnify and save harmless Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, reasonable attorneys fees and expenses) imposed upon or incurred by or asserted against Landlord or the Premises during the term of this Lease, for any reason (including but not limited to) (a) any accidents or injury to or death of persons or loss of or damage to property occurring on or about the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (b) any failure on the part of Tenant to perform or comply with any of the terms of this Lease, (c) any negligence or tortious act on the part of Tenant or any of its agents, contractors, sublessees, licensees or invitees or (d) any mechanic's or supplier's claim for lien in connection with or work done or materials furnished relating to the Premises. In case any action, suit or proceeding is brought against Landlord by reason of any such occurrence, Tenant, upon request of Landlord, will at Tenant's expense defend such action, suit or proceeding with counsel designated by Tenant and approved by Landlord, which approval shall not be unreasonably withheld.

Tenant, at its expense, will keep the Premises and the adjoining sidewalks, curbs, vaults and vault space, if any, and ways in good and clean order and condition, ordinary wear and tear excepted, and will promptly make all necessary or appropriate repairs, replacements and renewals thereof, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen. Landlord shall not be required to maintain, alter, repair, rebuild or replace the Improvements on the Demised Land or any part thereof, or to maintain the Premises, or parts thereof, in any way, and Tenant expressly waives the right to make repairs at the expense of Landlord which may be provided for in any law now in effect or hereafter enacted. Tenant shall have the right at any time and from time to time to sell or dispose of any building machinery, furniture, equipment or fixtures, whether or not subject to this Lease, which may have become obsolete or unfit for use or which is no longer useful, necessary or profitable in the conduct of the Tenant's business, provided that the Tenant shall then or theretofore substitute for the same other building machinery, furniture, equipment or fixtures not necessarily of the same character, but of a value at least equal to that of the property so disposed of.

Tenant shall expeditiously commence, or cause to be commenced, the construction of a _________ in accordance with Plans and Specifications heretofore approved by Landlord. Tenant shall cause Completion as expeditiously as possible, in a good and workmanlike manner, and in substantial conformity with the Plans and Specifications, the requirements of the Construction Loan, the commitment for the Permanent Loan and the Management Agreement and all applicable covenants and restrictions, laws, ordinances and regulations.

Tenant shall have the right to make, at its sole cost and expense, additions, alterations and changes ("Alterations") in or to the Premises, provided Tenant shall not then be in default in the performance of any of the Tenant's covenants or agreements in this Lease, subject, however, in all cases to the following:

(a). If, at any time during the term of this Lease, title to the whole or substantially all of the Premises shall be taken in condemnation proceedings by any right of eminent domain, or by purchase in lieu thereof, this Lease shall terminate and expire on the date of such taking and the Basic Rental and Additional Rent and other charges payable hereunder shall be apportioned and paid to the date of such taking. For purposes of this section, "substantially all of the Premises" shall be deemed to have been taken if the untaken portion cannot be practically and economically used for the Building.

In the event of any such taking and the termination of this Lease,

In the event of a dispute between the Landlord and the Tenant as to whether or not the untaken portion of the Premises can be so used and/or as to the then estimated cost of demolition and removal of the untaken portion of the Improvements, and the parties cannot agree within 30 days after such taking, such dispute shall be determined by arbitration and/or appraisal, as the case may be, in the manner provided in Section 28 hereof.

(b). In the event of any such taking of less than the whole or substantially all of the Premises, the term of this Lease shall not be reduced or affected in any way, and

(c). If, at any time during the term of this Lease, a proceeding in condemnation is commenced and thereafter abandoned by the condemning authority or the whole or any part of the Premises are taken by a governmental authority for a limited period, the term of this Lease shall not be reduced or affected in any way, and the Landlord and Tenant shall continue to perform all of their respective obligations under this Lease as if the taking had not occurred; except only to the extent that the performance of such obligation is prevented by the order of the governmental authority authorizing such taking. In the event of such taking for a limited time, the Tenant shall be entitled to receive the entire amount of any award, whether paid in the form of rent, damages or otherwise, unless the period of taking extends beyond the termination of the term of this Lease, in which event, the award shall be apportioned between the Landlord and Tenant to the date of termination of this Lease.

(d). If the order or decree in any condemnation or similar proceeding shall fail separately to state the amount to be awarded to the Landlord and the amount to be awarded to the Tenant under the provisions of Section 14(a) or (b) hereof, by way of compensation, damages, rent, the cost of demolition, removal or restoration, or otherwise, and if the Landlord and the Tenant cannot agree thereon within 60 days after the final award or awards shall have been fixed and determined, such dispute shall be determined by arbitration and/or appraisal as the case may be in the manner provided in Section 28 hereof.

(a). So long as this Lease remains in effect, Tenant, at its expense, will maintain, or cause to be maintained with insurers approved by Landlord (which approval shall not be unreasonably withheld): (i) insurance with respect to the Improvements against loss or damage by fire, lightning and other risks from time to time included under extended coverage endorsements, in amounts sufficient to prevent Landlord, or Tenant from becoming a coinsurer of any partial loss under the applicable policies, but in any event in amounts equal to 80% of the full replacement value of the Improvements (exclusive of the cost of foundations and excavations), less physical depreciation; (ii) comprehensive general liability insurance applicable to the Premises with limits of liability of not less than $_____ per person and $_____ per occurrence for injury to persons including death resulting therefrom, and $_____ per occurrence for damage to the property of others with not more than $_____ deductible; (iii) explosion insurance in respect of any boilers and similar apparatus located on the Premises in an amount of $_____ which insurance shall be payable to the Landlord, the Tenant and the holders of any Permitted Encumbrances, as their interests may appear, but which policies shall be delivered to and held by the Tenant or the holders of such Permitted Encumbrances and, in the event that the Improvements or any substantial portion thereof, shall be destroyed or seriously damaged, the proceeds, when collected in cash by the Tenant, shall be held in trust and applied to the payment of any debt charges then due and payable under any Permitted Encumbrances, and to the performance by the Tenant of all the covenants, agreements, terms and provisions of the Lease until the repair, restoration or reconstruction of the Improvements shall be completed as provided for in Section 16 hereof.

(b). All insurance required to be maintained pursuant to Section 15(a) shall: (i) except for comprehensive general liability insurance, name the holders of any Permitted Encumbrances, Landlord and Tenant as insureds, as their respective interests may appear; (ii) provide that no cancellation thereof shall be effective until at least 10 days after receipt by the holders of any Permitted Encumbrances, Landlord and Tenant of written notice thereof. Any insurance required to be maintained by Tenant pursuant to this Section 15 may be evidenced by blanket insurance policies covering the Premises and other property or assets of Tenant, provided that any such policies of the type referred to in Subdivisions (i) and (iii) of Section 15(a) shall specify that portion of the total coverage of such policy that is allocated to the Premises and shall, in all other respects, comply with the requirements of this Section 15. All insurance proceeds paid to Tenant shall be held in trust by Tenant for application in the manner provided in Section 16 hereof.

(c). All insurance policies covering the Premises shall expressly waive any right on the part of the insurer to be subrogated to any rights of Landlord against Tenant and to any rights of Tenant against Landlord.

(d). Tenant will promptly upon request deliver to Landlord certified copies of all insurance policies (or, in the case of blanket policies, certificates thereof) with respect to the Premises which Tenant is required to maintain pursuant to this Section 15 and Section 13(f).

(a). If, at any time during the term of this Lease, the Improvements or any part thereof, shall be damaged or destroyed by fire or other casualty (including any casualty for which insurance coverage was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, the Tenant, at its sole cost and expense, and whether or not the insurance proceeds, if any, shall be sufficient for the purpose, shall proceed with reasonable diligence (subject to Force Majeure), subject to a reasonable time allowance for the purpose of adjusting such loss, to repair, alter, restore, replace or rebuild the same as nearly as possible to its value, condition and character immediately prior to such damage or destruction, subject to such changes or alterations as the Tenant may elect to make in conformity with the provisions of Section 13 hereof. Such repairs, alterations, restoration, replacement or rebuilding, including such changes and alterations as aforementioned and including temporary repairs or the protection of other property pending the completion of any thereof, are sometimes referred to in this Section as the "Work."

(b). Except as otherwise provided in this Section, the conditions under which any repairs, alterations, restoration, replacement or rebuilding Work are to be performed and the method of proceeding with and performing the same shall be governed by all of the provisions of Section 13 hereof.

(c). All insurance money paid to the Tenant on account of such damage or destruction under the policies of insurance provided for in Section 15 hereof, less the cost, if any, incurred in connection with the adjustment of the loss and the collection thereof ("Insurance Proceeds"), shall be held by the Tenant in trust and applied exclusively to the payment of the cost of the Work to the extent such insurance proceeds shall be sufficient for the purpose, and shall be paid out by Tenant from time to time as such Work progresses. All sums so paid to the Tenant and any other insurance proceeds received or collected by or for the account of the Tenant (other than by way of reimbursement to the Tenant for sums theretofore paid by the Tenant) shall be held by the Tenant in trust for the purpose of paying the cost of such Work.

Under no circumstances shall Landlord be obligated to make any payment, disbursement or contribution towards the cost of the Work except to the extent of any insurance proceeds actually received by Landlord.

(d). Tenant shall be entitled to an abatement of rent to the extent part or all of the Premises shall be untenantable owing to the partial or total destruction thereof.

(a). If this Lease be assigned, Landlord may and is hereby empowered to collect rent from the assignee.

(b). Except as provided in Section 17(e), the making of any assignment, mortgage, pledge, encumbrance or subletting, in whole or in part, shall not operate to relieve Tenant herein named from its obligations under this Lease.

(c). Each and every assignee shall immediately be and become and remain liable for the payment of the Rental and other charges payable under this Lease, and for the due performance of all the covenants, agreements, terms and provisions of this Lease on Tenant's part to be performed to the expiration or earlier termination of the term of this Lease and each and every provision of this Lease applicable to Tenant shall also apply to and bind every such assignee and purchaser with the same force and effect as though such assignee or purchaser were the Tenant named in this Lease. No transfer to such assignee or to such purchaser shall be binding upon Landlord unless such assignee or purchaser shall deliver to Landlord a recordable instrument which contains a covenant of assumption by such assignee or purchaser to such effect, but the failure or refusal of such assignee or purchaser to deliver such instrument shall not release or discharge such assignee or purchaser from its obligations and liability as above set forth.

(d). Any consent by Landlord herein contained or hereafter given to any act or assignment, mortgage, pledge or encumbrance shall be held to apply only to the specific transaction hereby or thereby approved. Such consent shall not be construed as a waiver of the duty of Tenant, or its successors or assigns, to obtain from Landlord a consent to any other or subsequent assignment, mortgage or encumbrance or as a modification or limitation of the right of Landlord with respect to the foregoing covenant by Tenant.

(e). Landlord agrees that it will not unreasonably withhold its consent to a release of Tenant as to all obligations to be performed by Tenant under the terms of this Lease from and after the effective date of an assignment by Tenant of its interest in the Lease together with all of its interest in the Improvements to a third person, firm or corporation provided:

Where Tenant shall assign its interest in the Lease, together with all of its interest in the Improvements, with the consent of Landlord, as provided in this Section 17(e), and the assignee shall execute and deliver to Landlord the recordable instrument containing the covenant of assumption referred to in Section 17(c) hereof, the assignor shall be released of all obligations under this Lease from and after the effective date of such assignment.

(f). Tenant shall not mortgage or encumber the Improvements without the prior written consent of Landlord in each instance; provided, however, that such restriction shall not apply to the Permitted Encumbrances.

(g). During the term of this Lease, Landlord may not transfer, assign or mortgage Landlord's fee interest in the Demised Land, Landlord's interest in this Lease and the rentals payable hereunder or Landlord's remainder interest in the Improvements without the prior written consent of the Tenant, which consent shall not be unreasonably withheld in the event that each of the following conditions are met to the reasonable satisfaction of Tenant:

(a). Landlord may, upon notice to Tenant, but shall not be obligated to, make any payment or perform any act hereunder to be made or performed by Tenant with the same effect as if made or performed by Tenant, provided that no entry by Landlord upon the Premises for such purpose shall constitute or shall be deemed to be an eviction of Tenant and shall not waive or release Tenant from any obligation or default hereunder. All sums so paid by Landlord and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by Landlord in connection with the performance of any such act together with interest thereon at the rate of 10% per year, or at the maximum rate permitted by Governing Law, whichever is lower, shall constitute additional rent payable by Tenant hereunder immediately or in monthly installments, at Landlord's option, in accordance with statements therefor sent to Tenant by Landlord.

In the event (i) Completion of the Building has not occurred by _________, as such date may be extended by virtue of Force Majeure, or (ii) the Building is not, on _________(or such later date as may be due to any Force Majeure), then open for business, or (iii) a default has occurred under the Construction Loan to the extent that a foreclosure action has been commenced by the Construction Lender, or (iv) construction shall not have commenced by _________; or (v) construction during the Construction Period should cease for a period in excess of 90 days (as such period may be extended by virtue of any Force Majeure), then, in any such event, Tenant shall, within thirty (30) days of receipt of written notice by Landlord as to the occurrence of any of the foregoing events, repurchase the Demised Land from Landlord for an amount equal to the sum of (a) $_____; (b) any unpaid Construction Period Basic Rental payable pursuant to Section 6(a) hereof to the date of the occurrence of any such above-described event; and (c) the _________ real estate transfer fee, if any, be imposed and, in consideration of such payment to Landlord, Landlord shall simultaneously convey title to the Demised Premises to Tenant by good and sufficient Special Warranty Deed.

Landlord, at its option, shall have the right to require Tenant to purchase the Demised Land, upon not less than 6 months' prior written notice (the "Repurchase Notice"), effective at the expiration of the 12th Lease Year of the term of the Lease, and at the expiration of each 5th year thereafter during the term of the Lease. The closing contemplated hereunder shall be held on the date designated therefor in the Repurchase Notice. In the event Landlord exercises the right granted hereunder, the purchase price payable by Tenant shall be an amount equal to the sum of (i) $_____; (ii) any unpaid Rental; and (iii) the _________ real estate transfer fee imposed on the conveyance. In consideration for and at the time of the foregoing payment, Landlord shall execute and deliver to Tenant the Special Warranty Deed.

It is specifically understood and agreed that the obligation of Tenant to purchase the Demised Land upon receipt of the Repurchase Notice shall be absolutely nonrecourse as to Tenant, specifically including its General Partner (and any general partner of said General Partner) and that Landlord, in the event of default by Tenant in repurchasing the Demised Land, shall never seek a personal judgment against Tenant (including its General Partner and/or any general partner of such General Partner) nor a deficiency judgment and that the sole remedy of Landlord, in the event of any such default by Tenant hereunder, shall be to pursue its remedies granted pursuant to Section 26 hereof and thereby seek to terminate this Lease as a result of such default.

(a). Tenant shall have, and Landlord hereby grants to Tenant, the exclusive right and option to purchase the Demised Land from Landlord at any time during the term of the Lease following the expiration of the 12th year of the term of the Lease, upon not less than 6 months' prior written notice. In the event and at such time as Tenant exercises such option to purchase the Demised Land, the purchase price payable to Landlord shall be an amount equal to the sum of (i) $_____(less any amount previously paid to Landlord for the Residual Parcel pursuant to Section 22); (ii) any unpaid Rental; (iii) the amount of the _________ real estate transfer fee imposed in connection with the transaction; and (iv) a sum equal to the product of (A) the number of full years of the term of the Lease which have elapsed at the time of the exercise of such option by written notice as aforesaid, and (B) $_____. In addition to the foregoing, but only in the event that Landlord has not at the time of the exercise of said option received Refinancing Proceeds pursuant to Section 22 hereof, Landlord shall be entitled to the Residual Benefit.

(b). For purposes of this Section 21, the term "Residual Benefit" shall mean an amount equal to _____% of the Net Proceeds realized upon the first sale or refinancing subsequent to the date of Tenant's exercise of the option to purchase the Demised Land, which amount shall be paid to Landlord within 10 days following the closing of such first subsequent sale or refinancing, provided, however, that (i) the determination of Net Proceeds for purposes of determining the Residual Benefit shall be reduced by the sum of (A) $_____ and (B) the amounts calculated in accordance with Section 21(a)(ii) and (iii) hereof; (ii) that the amount of the Residual Benefit thereafter payable hereunder shall be reduced by the sum calculated in accordance with Section 21(a)(iv) hereof; and (iii) in no event shall the Residual Benefit exceed the difference between $_____ and the sum of the amounts payable to Landlord in accordance with Section 21(a)(ii), (iii) and (iv) hereof.

(c). In the event Tenant exercises the within option to purchase the Demised Land, the closing shall be held on the date designated therefor in the Tenant's written notice of exercise of said option. In consideration of the payment to Landlord of the purchase price described herein, Landlord shall execute and deliver to Tenant (or Tenant's assignee), at closing, a Special Warranty Deed to the Demised Land.

(a). Tenant shall have the right to increase, extend, renew, replace or refinance the Permanent Loan, as to which Landlord shall subordinate its fee interest in the Demised Land, at any time and from time to time during the term of the Lease. Landlord hereby acknowledges that Tenant contemplates the possibility of increasing the Permanent Loan within 3 years of the date of the Lease by an amount not to exceed $_____ and that the Permanent Loan may therefore from its inception or within 3 years of the date of this Lease be in the amount of $_____(the "Permitted Refinancing"). In the event and at such time as Tenant desires to refinance the Permanent Loan on the Building (other than with respect to the Permitted Refinancing) and exercise the option to repurchase the Demised Land set forth in Section 21 hereof, Tenant shall pay to Landlord at the closing of any such refinancing and purchase of the Demised Land, as additional rent hereunder, an amount equal to the sum of (i) $_____; (ii) any unpaid Rental accrued to the date of such closing; (iii) the amount of the _________ real estate transfer fee imposed in connection with the transaction; and (iv) _____% of the Net Proceeds of Such Refinancing; provided, however, that in no event shall the aggregate amount described in Subsections (ii) through (iv), inclusive, be less than the Minimum Amount nor more than $_____(the "Refinancing Proceeds"). In consideration for and at the time Tenant makes the foregoing payment, Landlord shall convey the Demised Premises to Tenant by special warranty deed whereby Landlord warrants title to the Demised Premises free and clear of any claims, liens or encumbrances of any parties claiming an interest in the Premises by, through or under Landlord (the "Special Warranty Deed").

(b). For purposes of Section 22(a), the term "Net Proceeds of Such Refinancing" shall mean the total of the refinancing proceeds advanced to or on behalf of Tenant, less an amount equal to the sum of (i) the unpaid principal balance and accrued interest of any Permitted Encumbrance fully satisfied, released and discharged out of such proceeds, and (ii) the closing costs (including, without limitation, title insurance, survey, legal and recording fees, any prepayment penalty or fees payable to the holder of any Permitted Encumbrance, and any "points" or fees paid to the Lender or Lenders providing such refinancing) incurred by Tenant incident to such refinancing.

(c). For purposes of this Section 22, the term "Minimum Amount" shall mean the product of (i) the number of full years of the term of the Lease which have elapsed at the time of such refinancing, and (ii) $_____.

(d). In the event of any such refinancing (including the Permitted Refinancing) and with respect to which Tenant has not elected to exercise the option set forth in Section 21 hereof and thereby purchase the Demised Land from Landlord, Tenant shall pay to Landlord at the closing of any such refinancing, as additional rent hereunder, an amount equal to _____% of the Net Proceeds of Such Refinancing, but in no event more than $_____.

(e). Landlord hereby agrees to execute and deliver, at the request of Tenant, such form of subordination of Landlord's fee interest in the Demised Land as may be requested by the holder of the Construction Loan and/or the Permanent Loan and, if requested, to join in the Construction Loan Mortgage and Permanent Loan Mortgage solely for the purpose of subordination of such fee interest.

(a). In the event Tenant desires to sell the Improvements and prior thereto or concurrently therewith exercise the option to purchase the Demised Land set forth in Section 21 hereof, Tenant shall pay to Landlord at the closing of the sale of the Improvements and purchase of the Demised Land (by Tenant or its assignee), as additional rent hereunder, an amount equal to the sum of (i) $_____; (ii) any unpaid Basic Rental accrued to the date of such closing; (iii) the amount of the _________ real estate transfer fee imposed in connection with the transaction; and (iv) _____% of the Net Proceeds of such Sale; provided, however, that in no event shall the aggregate amount described in Subsections (ii) through (iv), inclusive, be less than the Minimum Amount nor more than $_____. In consideration for and at the time Tenant makes the foregoing payment, Landlord shall convey the Demised Land to Tenant (or Tenant's assignee) by Special Warranty Deed.

(b). For purposes of this Section 23, the term "Net Proceeds of Such Sale" shall mean the total of the sales proceeds advanced to or on behalf of Tenant, less an amount equal to the sum of (i) the unpaid principal balance and accrued interest of any Permitted Encumbrance fully satisfied, released and discharged out of such proceeds; (ii) the closing costs (including, without limitation, title insurance, survey, legal and recording fees, _________ real estate transfer fee or any similar tax or fee imposed upon a conveyance of real estate, and any prepayment fee paid to the holder of any Permitted Encumbrance) incurred by Tenant incident to such sale.

(c). For purposes of this Section 23, the term "Minimum Amount" shall mean the product of (i) the number of full years of the term of the Lease which have elapsed at the time of such sale; and (ii) $_____.

(a). Tenant will keep or cause to be kept, true and complete books of record and accounts, in accordance with generally accepted accounting principles, on the accrual method of accounting consistently applied, and will deliver or cause to be delivered to Landlord, as soon as reasonably practicable after the end of each calendar year during the term hereof commencing with the calendar year in which the first Operational Period falls, a copy of the detailed balance sheet of Tenant as of the end of such calendar year all prepared in accordance with generally accepted accounting principles by the independent public accountants retained by Tenant to audit its books and for the purposes of expressing an opinion that such statements fairly present the results of operations and the amounts due Landlord under the terms of this Lease. Landlord shall have the right at any time during business hours, on reasonable prior written notice to the Tenant, to examine or cause its accountants to examine Tenant's books and records of account relating to the Premises.

(a). This Lease and the term and estate hereby granted are subject to the limitation that:

(b). Upon any such termination or expiration of this Lease, Tenant shall peaceably quit and surrender the Demised Land and Improvements to Landlord and shall execute and deliver to Landlord the documents referred to in Section 7(b), and Landlord may without further notice enter upon, reenter, possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and all other persons and property from the Premises and may have, hold, and enjoy the Premises and the right to receive all rental and other income of and from the same.

(a). In each case expressly specified in this Lease, but only where so expressly specified, in which it shall become necessary to resort to arbitration or appraisal, such arbitration or appraisal shall be determined as provided in this Section. The party desiring such arbitration or appraisal shall give written notice to that effect to the other party, specifying in such notice the name and address of the person designated to act as arbitrator or M.A.I. appraiser on its behalf. Within 15 days after the service of such notice, the other party shall give written notice to the first party specifying the name and address of the person designated to act as arbitrator or M.A.I. appraiser on its behalf. If the second party fails to notify the first party of the appointment of its arbitrator or appraiser, as aforesaid, within or by the time above specified, then the appointment of the second arbitrator or appraiser shall be made in the same manner as provided below for the appointment of a third arbitrator or appraiser in a case where the two arbitrators or appraisers appointed hereunder and the parties are unable to agree upon such appointment. The arbitrators or appraisers so chosen shall meet within 10 days after the second arbitrator or appraiser is appointed and if, within 30 days after the second arbitrator or appraiser is appointed, the two arbitrators or appraisers shall not agree upon the question in dispute, they shall themselves appoint a third arbitrator or M.A.I. appraiser who shall be a competent and impartial person; and in the event of their being unable to agree upon such appointment within 10 days after the time aforesaid, the third appraiser or arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of 15 days. If the parties do not so agree, then either party, on behalf of both, may apply to any court of general jurisdiction in the County in which the Premises are located for the appointment of such third appraiser or arbitrator, and the other party shall not raise any question as to the Court's full power and jurisdiction to entertain the application and make the appointment. The decision of the arbitrators or appraisers so chosen shall be given within a period of 30 days after the appointment of such third arbitrator or appraiser. The decision in which any two arbitrators or appraisers so appointed and acting hereunder concur shall in all cases be binding and conclusive upon the parties. Each party shall pay the fees and expenses of the one of the two original arbitrators or appraisers appointed by such party, or in whose stead as above provided, such arbitrator or appraiser was appointed, and the fees and expenses of the third arbitrator or appraiser, if any, shall be borne equally by both parties.

(a). Except as otherwise set forth in this Lease, Tenant shall not have the right, power or permission to do any act or to make any agreement which may create, give rise to, or be the foundation for, any right, title, interest, lien, charge or other encumbrance upon the estate of Landlord in the Premises.

(b). In amplification and not in limitation of the foregoing, Tenant shall not permit any portion of the Premises to be used by any person or persons or by the public, as such, at any time or times during the term of this Lease, in such manner as might reasonably tend to impair Landlord's title to or interest in the Premises or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse use, adverse possession, prescription, dedication, or other similar claims of, in, to or with respect to the Premises or any part thereof. Landlord may from time to time, but without affecting in any manner its rights or remedies in respect hereof should it elect or fail or refuse to so do, impose upon Tenant such rules or regulations as to the use or possession by any such persons or by the public as may reasonably be consistent with Landlord's protection against any such possible claim, all of which rules or regulations shall be fully and promptly performed and enforced by Tenant at Tenant's own cost and expense.

Landlord covenants that if and so long as Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall quietly enjoy the Demised Premises without hindrance or molestation by Landlord subject to the covenants, agreements, terms, provisions and conditions of this Lease.

The parties mutually agree that at any time and from time to time upon written request of the other party and at the reasonable cost and expense to the party requesting the same, Landlord or Tenant, as the case may be, will execute, acknowledge and deliver to the other party a certificate evidencing whether or not:

Upon any expiration or other termination of this Lease, Tenant shall quit and surrender the Premises to Landlord in good order and condition, except for ordinary wear and tear and except for any portion or portions of the Premises which shall have been taken in a condemnation proceeding resulting in such termination under Section 14, provided that Tenant shall remove or cause to be removed from the Premises any Personal Property belonging to Tenant or third parties, which can be so removed without material damage to the Premises, and at its cost and expense shall repair any damage caused by such removal. Personal Property not so removed shall become the property of Landlord, which may thereafter cause such property to be removed from the Premises and disposed of.

There shall be no merger of this Lease or the leasehold estate created by this Lease with any other estate or interest in the Premises or any part thereof by reason of the fact that the same person, firm, corporation or other entity may acquire or own or hold, directly or indirectly (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in any such leasehold estate, and (b) any such other estate or interest in the Premises or any part thereof, and no such merger shall occur unless and until all corporations, firm and other entities having an interest (including a security interest) in (i) this Lease or the leasehold estate created by this Lease and (ii) any such other estate or interest in the Premises or any part thereof shall join in a written instrument effecting such merger and shall duly record the same.

(a). All notices, demands, requests or other communications which may be or are required to be given, served or sent by either party to the other shall be in writing and shall be deemed to have been properly given or sent (i) by mailing by registered or certified mail with the postage prepaid, addressed to such party at the address hereinabove first set forth for such party and, in the case of any notice to Landlord, with a copy to: _________; and, in the case of any notice to Tenant, with a copy to: _________; (ii) if intended for the holder of a Permitted Encumbrance, either by delivery thereof personally (if such holder is an individual) or by delivery thereof personally to an officer (if such holder is a corporation) or by mailing by registered or certified mail with the postage prepaid, addressed to such holder at the address designated by such holder for receipt of payments. Either party and each holder of a Permitted Encumbrance may designate by notice in writing a new address to which any notice, demand, request or communication may hereafter be so given, served or sent.

(a). If any term of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term shall not be affected thereby. Any approval or consent of Landlord or Tenant required hereunder shall not be unreasonably withheld or delayed. This Lease may be changed, waived, discharged or terminated only by an instrument in writing, signed by Landlord and Tenant. This Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. The table of contents preceding this Lease and the headings in this Lease are for purposes of reference only and shall not limit or define the meaning hereof. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same instrument.

(b). This Lease shall be construed and enforced in accordance with Governing Law.