GROUND LEASE

THIS LEASE is made and entered into by and between ______________________________ [name of lessor], referred to as "Lessor", and ________________________[name of lessee], referred to as "Lessee". ARTICLE 1. DEMISE OF LEASED LAND

Leased Land
1.01. Lessor for and in consideration of the rents, covenants, and conditions herein contained to be kept, performed, and observed by Lessee, does lease and demise to Lessee, and Lessee does rent and accept from Lessor, the real property, referred to as "Leased Land" described in Exhibit A, attached hereto and incorporated herein by reference.

Lessor's Warranty of Title

1.02. Lessor hereby represents and warrants that Lessor is the owner in fee simple absolute of the Lease Land subject to covenants, conditions, restrictions, easements, and other matters of record.

Lessor's Warranty of Quiet Enjoyment

1.03. Lessor covenants and agrees that Lessee, on paying the rent and other charges herein provided for and observing and keeping the covenants, conditions, and terms of this Lease on Lessee's part to be kept or performed, shall lawfully and quietly hold, occupy, and enjoy the Lease Land during the term of this Lease without hindrance or molestation of Lessor or any person claiming under Lessor. ARTICLE 2. LEASE TERM Fixed Commencement and Expiration Dates 2.01. This lease shall be for a term of ____________ years, ref erred to as "Lease Term", commencing on _________________ 1 9 , a n d e x p i r i n g o n ___________ 19 [OR]

Commencement After Construction Completed

2.01. The term of this Lease shall commence on _________________, 1 9 , a n d e n d _ ____________years after the first calendar month following the month during a ___________________________[ description of building 148] if completely constructed on the Leased Land and all fixtures and equipment are installed by Lessee, ref erred to as "Lease Term"; provided, however, that in no event shall the Lease Term commence on a date later than ____________________, 1 9

Right to Extend
2.02. Lessee may extend this Lease for a further period of __________ years by

Holdover

giving Lessor notice in writing of Lessee's intention to do so at any time prior to the expiration of the Lease Term, under all the terms and conditions of this Lease.

13.01. Lessee may terminate this Lease at any time during the Lease Term, or any extension, by giving Lessor days' prior written notice of Lessee's intention to do so.
Surrender of Possession 13.02. Unless otherwise mutually agreed by the parties, with _days

after termination of the Lease Term, Lessee agrees to redeliver possession of the Leased Land to Lessor in substantially the same condition that existed immediately prior to Lessee's entry on the Leased Land, reasonable wear and tear, damage by the elements, acts of God, war and any act of war, excepted. ARTICLE 14. GENERAL PROVISIONS
Conditions and Covenants

14.01. All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. No Waiver or Breach 14.02. No failure by either Lessor or Lessee to insist upon the strict performance by the other of any covenant, agreement, term, or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such covenant, agreement, term, or condition. No waiver of any breach shall affect or alter this Lease, but each and every covenant, condition, agreement, and term of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach. Time of Essence 14.03. Time is of the essence of this Lease, and of each provision. Computation of Time

14.04. The time in which any act provided by this Lease is to be done is computed by excluding the first day and including the last, uless the last day is a Saturday, Sunday, or legal holiday, and then it is excluded.
Unavoidable Delay - Force Majeure 14.05. If either party shall be delayed or prevented from the performance of any act required by this Lease by reason of acts of God, strikes, lockouts, labor t r o u b l e s , i n ab i l i t y t o p r o c u r e

ma t e r i al s , r e s t r i c t i v e g o v e r n me n t al l a s w , o r regulations or other cause, without fault and beyond the reasonable control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided, however, nothing in this section shall excuse Lessee from the prompt p ay me n t o f an y r e n t al o r o t h e r c h ar ge r e q u i r e d o f Le s s e e e xc e p t as may b e

expressly provided elsewhere in this Lease. Successors in Interest 14.06. Each and all of the covenants, conditions, and restrictions in this Lease shall inure to the benefit of and shall be binding upon the successors in interest of Lessor, and subject to the restrictions of Article 12, the authorized encumbrances, assignees, transferees, subtenants, licensees, and other successors in interest of Lessee. Entire Agreement 14.07. This Lease contains the entire agreement of the parties with respect to the matters covered by this Lease, and no other agreement, statement, or promise made by any party, or to any employee, officer, or agent of any party, which in not contained in this Lease shall be binding or valid.
Partial Invalidity 1 4 .08 . I f a n y t e r m , c o v e n a n t , c o n d i t i o n , o r p r o v i s i o n o f t h i s L e a s e i s h e l d b y a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Relationship of Parties 14.09. N o t h i n g c o n t a i n e d i n t h i s L e a s e s h a l l b e d e e m e d o r c o n s t r u e d b y t h e parties or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between Lessor and Lessee, and neither the method of computation of rent nor any other provisions c o n t a i n e d i n t h i s L e a s e no r a n y a c t s o f t h e p a r t i e s s h a l l b e d e e m e d t o c r e a t e a n y r e la t i o ns h i p be tw e e n Le s s or a nd L es s e e , o th e r th a n t h e r e la ti o ns h i p o f L es s o r a nd Lessee.

Interpretation and Definitions 14. 10. (1) The language i n all pa rts o f this Leas e sha ll in a ll cas es b e simply construed according to its fair meaning and not strictly for or against Lessor or Lessee. Unless otherwise provided in this Lease, or unless the contaxt otherwise requires, the following definitions and rules of construction shall apply to this Lease.
Number and Gender

(2)In this Lease the neuter gender includes the feminine and masculine, and the singular number includes the plural, and the word "person" includes a corporation, partnership, firm, or association wherever the context so requires.
Mandatory and Permissive

(3)"Shall, "will", and "agrees" are mandatory; "may" is permissive.

Captions

(4)Captions of the articles, sections, and paragraphs of this Lease are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Lease.

Term Includes Extensions

(5)All references to the term of this Lease or the Lease Term shall include any extensions of such Term.

Land and Premises

(6)Leased Land, Land, Leased Premises, and Premises shall include the improvements to the Land.

Parties
(7)Parties shall include the Lessor and Lessee named in this Lease.

Sublessee
(8)As used herein, the word "sublessee" shall mean and include in addition to a sublessee and subtenant, a licensee, concessionaire, or other occupant or user of any portion of the leased premises or buildings or improvements thereon.

Attorney's Fees
14.11. In the event either Lessor or Lessee shall bring any action or proceeding for damages for an alleged breach of any provision of this Lease, to recover rents, or to enforce, protect, or establish any right or remedy of either party, the prevailing party shall be entitled to recover as a part of such action or proceedings reasonable attorney's fees and court costs.

Interest
14.12. Any sum accruing to Lessor or Lessee under the provisions of this Lease which shall not be paid when due shall bear interest at the rate of ____________ ercent per annum from the date written notice specifying such nonpayment is served on the defaulting, party, until paid.

Modification
14.13. This Lease is not subject to modification except in writing.

Delivery of Rent and Notices - Method and Time 14.14. (1) All rents or other sums, notices, demands, or requests from one party to another may be personally delivered or sent by mail, certified or registered, postage prepaid, to the address stated in this section, and shall be deemed to have been given __________________ [specify, e.g., at the time of personal delivery or at the time of mailing or at the end of the second full day following the date of mailing]. Payment of Rent

(2) All rents a nd f li er sums payable by Les see to Les so r s hall b e __________ [specify, e.g., in lawfull money or by check payable to ___________________________ ____________], delivered in person or mailed to Lessor at _________________________ _________ [address]. Notices to Lessor (3)All notices, demands, or requests from Lessee to Lessor shall be given to Lessor at _________________________________________________[Address]. Notices to Lessee (4)All notices, demands, or requests from Lessor to Lessee shall be given to Lessee at [address].
Change of Address

(5)Each party shall have the right, from time to time, to designate a different address by notice given in conformity with this article.
Multiple Parties

(6)If more than one Lessor or Lessee is named in this Lease, service of any notice on any of the Lessees or Lessors shall be deemed service on all of the Lessees or Lessors, respectively.
Arbitration 14.15. (1) In the event Lessor and Lessee cannot agree on any point in this Lease that is subject to arbitration, arbitration shall be conducted in the manner prescribed in this section. Appointment of Arbitrators

( 2 ) W i t h i n _______________days after written request of either party, Lessor shall appoint in writing an arbitrator and give written notice thereof to Lessee, and within ________________days after the service of such notice, Lessee shall in like manner appoint an arbitrator and give written notice thereof to Lessor. The two arbitrators thus appointed (in either manner) shall select and appoint in writing a third arbitrator and give written notice to Lessor and Lessee, or if within days after the appointment of said second arbitrator, the tw o a rbi tra tors s ha ll f ai l to a pp oi nt a th i rd , th en ei th e r p a rty h er et o sh a ll have the right to make application to the superior court to appoint such third arbitrator.
Hearing

(3)The three arbitrators so appointed shall promptly fix a convenient time and place in the County of __________________________ for hearing the matter to be arbitrated and shall give written notice thereof to each party hereto at least days prior to the date so fixed, and said arbitrators shall with reasonable diligence hear and determine the matter in accordance with the provisions hereof and of the statutes and judicial decisions of the State of_____

________ at the time applicable thereto, and shall execute and acknowledge their award in writing and cause a copy to be delivered to each of the parties. Enforcement of Award (4)The award of a majority of said arbitrators shall determine the question arbitrated, and a judgment may be rendered by the court confirming the award, or the award may be vacated, modified, or corrected by the court, at the instance of either of the parties, in accordance with the then existing statutes of the State of _____________ applicable to arbitrations, the provisions of which statutes shall apply hereto as fully as though incorporated herein. New Arbitrators (5)If two of the three arbitrators first appointed shall fail to reach an agreement in the determination of the matter in question, the matter shall be decided by three new arbitrators, who shall be appointed and shall proceed in the same manner, and the process shall be repeated until a decision is finally reached by two of the three arbitrators selected.
Arbitration Fees

(6)Each of the parties shall pay for the services of its appointee and [e.g., one-half (1/2)] of the fee charged by the arbitrator selected by their appointees and of all other proper costs of arbitration, with the exception of attorney's fees and witness fees.
[OR] Georgia Arbitration Clause 14.15. (1) In each instance in which any party to this Agreement desires that a dispute regarding a matter listed in subparagraph (2) of this section be submitted to arbitration as herein provided, such party shall give written notice of its desire for arbitration to the other party, and, in such instance, shall designate the first arbitrator. The otherparty shall, within ten (10) days after receipt of notice from the first party, appoint a second arbitrator. The parties shall then make a "Submission" in writing containing a clear and accurate statement of the matter in controversy, which is to be submitted to the arbitrators, along with any other matter that may be pertinent to said Submission. Said Submission shall be made within ten (10) days after the appointment of the second

arbitrator as aforesaid and shall confirm in writing the respective selected arbitrator. The Submission shall be agreed upon by the parties and in the event the language thereof cannot be agreed upon by the parties, the Submission shall contain a narrative of the respective parties' statements of the matter in controversy at hand. Such Submission shall be signed by the parties, and, when so signed, shall be delivered to one of the arbitrators chosen by the parties. The Submission shall be irrevocable after delivery to one of the arbitrators, except by the consent of the parties. When the Submission is delivered to the two arbitrators chosen by the parties, such arbitrators shall within three (3) days of receiving such Submission choose another arbitrator, whose name shall be inserted in the Submission. The arbitrators so chosen shall then select a time and place of meeting, which shall be as soon as practicable, consistent with the proper preparation of the case, and the parties shall be

given ten (10) days' written notice of such time and place of meeting. The arbitration shall be conducted as a "statutory arbitration" in accordance with Sections 7-201 et seq. of the Georgia Code Annotated, and shall be binding upon the parties in accordance with said provision of law. If the provisions of the arbitration paragraph conflict in any way with the provisions of said statutory arbitration sections (7-201 et seq.) the statutory provision shall control. (2) The matters under this contract which may be arbitrated in accordance with the provisions of Paragraph (1), above, are as follows: ________________________________________________________ [list matters subject to arbitration]. Brokers' Commission 14.16. Each of the parties represents and warrants taht there are no claims for brokers' commissions or finders' fees in connection with the execution of this Lease, except as listed below, and each of the parties agrees to indemnify the other against all liabilities arising from any such claim, except as follows: ARTICLE 15. EXECUTION, RECORDING AND INCORPORATION BY REFERENCE Offer and Acceptance 15.01. Execution of this Lease by Lessee constitutes an offer which shall not be deemed accepted by Lessor until Lessor has executed this Lease and delivered a duplicate original to Lessee. This offer is not valid unless accepted before _ 19 . The submission of an unexecuted copy of this Lease for , examination does not constitute an offer, reservation, or option for the Leased Land. Recording 15.02. The parties shall, concurrently with the execution of this Lease, execute, acknowledge, and record the memorandum lease attached as Exhibit A and made a part of this Lease. Following recording, the memorandum shall be reattached to this Lease. Counterparts 15.03. This Lease, consisting of ____pages, plus _______________ [describe riders and exhibits], has been executed by the parties in several counterparts, each of which shall be deemed to be an original copy.

Rider Attached 15.04. A rider, entitled ______________, consisting of _ _ pages, _ numbered consecutively ____ through _____, is attached and made a part of this Lease. Exhibits 15.05. Exhibits A through _inclusively are attached and made a part of this Lease.

Execution 15.06. This Lease has been executed _ _ [by the parties on _ _____, 19 , or by Lessor on ___________, 19 and by Lessee on ________ 19_ at _________________________ [city and state]. _], LESSEE ________[name] By ________[signature]

4.01. Lessee shall have the right to use the Leased Land for any lawful purposes. In this connection, and without detracting from the foregoing, it is understood and agreed that the primary purpose for which the Leased Land has been leased and hired is for the development and construction of a __________________________________________________ _____ of use, e.g., buildings for commerical and office use.
Termination if Use Becomes Unlawful, Impossible, or Impractical

4.02. If it is or becomes unlawful for Lessee, or anyone holding under Lessee directly or indirectly, to conduct any particular operation or to erect or maintain any particular structure or equipment on the Lease Land, or if any part of the Leased Land or the approaches thereto are condemned or changed by public authority; or if any highway or street change is made diverting or rerouting traffic away from the Leased Land so that it becomes impossible or impracticable to use the Leased Land as it was being used at the time or such use is declared unlawful or such condemnation or change is effected, then Lessee shall have the right at any time thereafter to terminate this Lease by giving Lessor ____________ days' notice in writing of such termination.
Rent Abatement if Premises Are Temporarily Unusable

4.03. If, as a result of causes other thant those hereinabove set out, such as fire, flood, strikes, riots, insurrection, or other similar or different causes beyond the control of Lessee, the Leased Land shall become unusable from a practical standpoint, for the primary purposes set forth in Article 4.01, above, for a period of _______consecutive days or longer, then Lessee may, by notice in writing from Lessee to Lessor, at any time prior to the date when this Lease would otherwise terminate, further extend this Lease, without the requirement of the payment of rent, for the period of time which the primary Leased Land was unusable from a practicable standpoint for the primary purposes set forth in Article 4.01, above.
Signs

4.04. Lessee shall have the right to erect and maintain upon the improvements and on the Leased Land all signs that it deems appropriate to the conduct of its business. ARTICLE 5. CONSTRUCTION BY LESSEE Lessee's Right to Build - General Conditions 5.01. Lessee shall have the right, at any time and from time to time during the term of this Lease, to erect, maintain, alter,

remodel, reconstruct, rebuild, replace, and remove buildings and other improvements on the Leased Land, and correct and change the contour of the Leased Land, subject to the following conditions: (a)The cost of any such construction, reconstruction, demolition, or of any change, alteration, or improvements shall be borne and paid for by Lessee. (b)The Leased Land shall at all times be kept free of mechanics' and materialmen's liens as hereinafter more specifically provided. (c)Lessor shall receive copies of architects' drawings showing the exterior appearance and dimensions of improvements.

commercial unit. Expenses (4)In each of the foregoing instances, Lessor shall be without expense therefor, the cost and expense thereof to be borne solely by Lessee. Lessee as Lessor's Agent (5)For the purpose of accomplishing the foregoing, or any of them, Lessor hereby appoints Lessee Lessor's attorney-in-fact and agent (to be irrevocable so long as this Lease remains in full force and effect which shall be deemed to be a power coupled with an interest) to execute and deliver (and to record) any documents which may be appropriate, necessary or required to accomplish any of the foregoing, in the name of Lessor, and any such execution and delivery and recordation may be relied upon by any third person. Commence of Construction 5.03. (1) Lessee expects to commence construction of a [description] within ______________________days after possession is delivered to Lessee or after issuance of all necessary permits and other authorizations, whichever is later. Termination if Construction Is Prevented of Delayed (2) Lessee may terminate this Lease by giving Lessor ______________days' written notice if construction shall be prevented or delayed because: (a)Lessee is, in Lessee's op inion, unable to obtain the p ermits and authorizations required for construction, or such permits and authorizations are available only upon terms and conditions which are unsatisfactory to Lessee; or (b)Lessee shall, in Lessee's opinion, be prevented or unreasonably hindered in commencing construction within _____________days after execution of this Lease, or thereafter in completing construction, by reason of: (i) act of God or the elements; (ii) shortage or unavailability of necessary materials, supplies, or labor; (iii) shortgage of or interrup tion in transp ortation facilities; (iv) applicable governmental regulations or restrictions; or (v) any other cause beyond Lessee's control; (c)Lessee shall be unable to obtain construction and permanent financing within ___________days after execution of this Lease. Lessee's Ownership of Improvements and Fixtures 5.04. (1) It is expressly understood and agreed that any and all buildings, improvements, fixtures, machinery, and equipment of whatsoever nature at any time

constructed, placed, or maintained upon any part of the Leased Land shall be and remain the property of Lessee, or its sublessees, as their interests may

Right of Lender

appear. Lessee's Right to Remove Improvements (2)Lessee shall have the right at any time during Lessee's occupancy of the Leased Land, or within a reasonable time thereafter, to remove any and all buildings, improvements, fixtures, and equipment owned or placed by Lessee, its sublessees or licensees, in, under, or upon the Leased Land, or acquired by Lessee, whether before or during the Lease Term, but Lessee shall not be obliged to do so. Purchase of Improvements by Lessor (3)In the event this Lease is terminated for any reason, whether by operation fo law or otherwise, before the end of the Lease Term, Lessor will be obligated to p ay the Les s ee the the n i n p la c e fa i r ma rk e t v a lu e o r th e o ri g i na l construction cost less depreciation at the rate of ________________________ [e.g., f our (4)] percent per year from the date of completion, whichever is greater, of all Lessee owned improvements located on the Leased Land, and at such time all such improvements shall become the property of Lessor_ Fair market value of the improvements in place shall be determined in the manner as set forth in Paragraph 3.02 of this Lease. Purchase of Improvements by Lessee (3) In the event this Lease is terminated for any reason, whether by operation of la w or otherwi se, before the end of th e Leas e Term, Less ee sh all p ay to Lessor, within ___________ days after the effective date of such termination, a sum computed as whatever amount would be the unpaid principal balance as of the date of such termination of an indebtedness in the principal amount of $____________ if the sume of $________________paid each month by Lessee to Lessor or to Lessor's assignee if Lessor has assigned Lessor's interest under this Lease, during the Lease Term prior to said effective date of termination, has been applied first to payment of interest on the unpaid balance of said indebtedness at the rate of percent per annum from the beginning of said period and then to principal. In the event of such termination, on the payment of Lessee to Lessor of the sum computed as above provided, title to all the improvements, structures, and equipment placed upon said premises under the terms of this Lease, by Lessor, shall pass to Lessee, which shall be entitled to remove the same or any part thereof within a reasonable length of time. ARTICLE 6. ENCUMBRANCE OF LEASEHOLD ESTATE Lessee's Right to Encumber Without Lessor's Consent 6.01. In addition to Lessee's right to request Lessor to encumber the Lessor's fee-simple estate, Lessee may, at any time or from time to time during the term of this Lease, encumber by mortgage or other security instrument, by way of

assignment, or otherwise, Lessee's interest under this Lease and the leasehold estate hereby created for any purpose, without the consent of Lessor.

Right of Lender

6.02. (1) Any lender on the security of the leasehold estate shall have the right at any time during the term of this Lease: Prevention of Forfeiture (a)To do any act or ting required of Lessee hereunder and all such acts or things done and performed shall be as effective to prevent a forfeiture of Lesee's rights hereunder as if done by the Lessee; and Foreclosure Proceedings (b)To realize on the security afforded by the leasehold estate by exercising foreclosure proceedings or power of sale or other remedy afforded in law or in equity or by the security documents (hereinafter sometimes collectively referred to as "foreclosure sale") and to transfer, convey, or assign the title of Lessee to the leasehold estate created hereby to any purchaser at any such foreclosure sale, and to acquire and succeed to the interest of Lessee hereunder by virtue of any such foreclosure sale. Curing Default (2) Notwithstanding anything to the contrary provided for in this Article, or elsewhere in this Lease, the rights of Lessor, in the event of a default, may not be exercised until written notice of such default to any Lender, or to the person or firm designated by any such Lender to accept such notices. It is agreed that such Lender shall have the right to cure any such default within ______days with respect to any default that can be cured by the payment of money, or within ______days with respect to any other covenant or condition or term of this Lease; and, if such default is of such nature that it cannot be remedied within said time, then such Lender shall have such addtional time as is resonably necessary to cure such default, provided that it commences the curing of such default within said _______ - day period, and thereafter diligently continues the curing of the same. Lender as Assignee 6.03. No such Lender shall be liable to the Lessor as an assignee of this Lease unless and until such time as such Lender shall acquire the rights of Lessee hereunder through foreclosure or other appropriate proceedings in the nature therof, or as a result of any other action or remedy provided for by such mortgage, or which may otherwise be provided by law.

ARTICLE 7. ENCUMBRANCE OF LESSOR'S ESTATE Encumbrance of Lessor's Estate as Security for Loans to Lessee 7.01. Lessor shall, on the request of Lessee, made at any time, or from time to time, during the Lease Term, hypothecate by mortgage, or other security instrument, the fee simple estate of Lessor (which shall constitute a first lien), for the following purposes: Construction Loan

Right of Lender

(1)Enabling Lessee to obtain a loan or loans, the proceeds of which will be used by Lessee to construct a building or buildings and other improvements on all or any part of the Lease Land, or to reconstruct, alter, remodel, or otherwise change such buildings or parts thereof, such loan or loans being referred to as "construction" or "interim"; and Permanent Loan (2)Enabling Lessee to obtain a loan or loans, the proceeds of which, in whole or in part, shall be used by Lessee to repay any construction or interim loan lender, such loan or loans being referred to as "permanent". Definitions (3)As used herein, the terms "construction loan" and "interim loan" shall mean and include all direct and indirect costs of construction including, but not limited to, architec t's, engi neer's, and survey or's fees ; overhead costs of Lessee and insurance premiums, interest, loan fee, and brokerage charges and title and escrow expenses. Conditions of Encumbrance by Lessor 7.02. Such encumbrance by the Lessor shall be made subject to the following conditions: (1)There shall not be more than one nortgage constituting a lien on the feesimple estate of Lessor at any time with respect to any given portion of the Leased Land; and (2)The promissory note and other appropriate instruments evidencing any such loan shall provide tht the indebtedness shall be fully amortized over a period which shall terminate not later than ______________ [e.g., one (1)]-year prior to the expiration of the term of this Lease; and (3)The Lender shall agree to give notice to Lessor of any default by Lessee under any such loan or loan agreement; and (4)The proceeds of any permanent loan, remaining after repaying any interim loan, shall be the property of Lessee; and (5)The appropriate loan documents shall provide that, after receip t of notice of def a ult f rom a ny Le nde r, Les s or sh a ll ha v e th e ri g h t ( bu t sh a ll no t b e obligated ) to cure any such default at any time which by the terms of any such loan, or pursuant to the provisions of any law, Lessee has the power to cure such d ef au lt. If, in c uring s uch defa ult, Less or sha ll be requ ired to p ay a ny sum o r sums of money, said sum or sums of money sahll be immediately due and owing to Lessor by Lessee as additional rent; and (6)The appropriate instruments of any such loan shall provide that in the event of default thereunder by Lessee, Lessor, at its option, shall be entitled to become subrogated to the position of Lessee, by Lessor's curing of such default, and, in such event, any prohibition in such loan documents against assignment or any provisions therein providing for the acceleration of the maturity date of the loan shall not apply as against Lessor by reason of Lessor

succeeding to the position of Lessee pursuant to such subrogation. (7) The amount of any such interim or permanent loan shall not exceed _________ [eighty-five (85)] percent of the appraised value of the real property, as improved, including the leases thereon. The appraisal of any such Lender shall be deemed to be conclusive for the purposes hereunder. Refinancing of Loans 7.03. Lessee shall have the right, from time to time and throughout the term of this Lease, to refinance any loan, provided that any such refinancing complies with the conditions set forth in subparagraphs (1) through (6), inclusive, of Paragraph 7.02. Execution of Loan Documents by Lessor 7.04. Lessor agrees to execute and deliver any promissory note or mortgage, and any other document which may be required by any Lender in order to hypothecate the fee-simple estate of Lessor as a first lien, provided that no such document shall obligate Lessor personally to repay any indebtedness secured thereby, and any such document shall so specifically provide. Appointment of Agent for Execution of Loan Documents 7.05. (1) Lessor shall execute and deliver any necessary and appropriate documents as may be required by Lessee irrevocably to appoint an agent for the purpose of and with the power and authority to execute and deliver such note or notes and such mortgage or mortgages and such other documents as shall be required by the Lessee to finance and refinance from time to time throughout the term of this Lease: such agency is hereby deemed to be a power coupled with an interest; such agency and authority shall remain in existence until the termination of this Lease, and shall be irrevocable so long as this Lease remains in full force and effect and the time to cure any default has not expired; in the evnet, after such written reques t by Lessee, Lessor fails to make such appointment within _______________[e.g., fifteen (15)] days after the date of such request, Lessee shall be deemed to be and hereby is irrevocably appointed (effective as of the ______________[e.g., sixteenth] day following the date of such notice), Lessor's attorney-in-fact for the purposes set forth herein; such agency shall be exercised in accordance with the provisions of this Article. For the purposes of effectuating the foregoing, the Lessor shall, at the request of Lessee, execute and deliver a document in recordable form setting forth the provisions hereof, whether the same be incorporated in a memorandum of this Lease to be recorded, or not.
Recitals in Document Appointing Agent

(2) In connection with the foregoing creation of an agency coupled with an interest, the parties agree to the following recitals: the Lease herein created is of value to both Lessor and Lessee; Lessee will expend time, effort, money, and create liabilities on its part in improving the leased premises; Lessee will be required to finance the construction of the improvements to be created upon the leased premises, and in order to obtain such financing it will be necessary to offer the fee interest as security to any Lender; that by reason of the length of the term of the Lease, serious practical difficulties will be presented in

Right of Lender

later years in obtaining the execution and delivery of the necessary documents for such financing and refinancing, from time to time; that the ability to finance and refinance from time to time is a valuable and moving consideration to Lessor and to Lessee in executing the Lease and to improve the leased premises from time to time, and it is nec essary to p rotect the Lease and the interest of Lessee to have the power to execute and deliver documents for the purpose of financing as herein described. ARTICLE 8. REPAIRS AND RESTORATION

Lessee's Duty to Repair 8.01. Lessee, at Lessee's own cost and expense at all times during the term of this Lease, agrees to keep and maintain, or cause to be kept and maintained, all buildings and improvements which may be erected upon the Leased Land in a good state of appearance and repair, reasonable wear and tear excepted. Damage or Destruction - Option to Terminate or Repair 8.02. If the Lease Land, Lessee's improvements, or any part thereof are damaged, or destroyed by reason of any cause whatsoever, Lessee may either: Repairs
(1)Within _____________days commence and diligently pursue to completion the repair or reconstruction of the Leased Land, and this Lease shall remain in full force and effect; or

Termination
( 2 ) T e r m i n a t e t h i s L e a s e u p o n __________days' written notice and return the Leased Land to the condition existing at the time of the commencement of this Lease. [OR]

Damage or Destruction 8.02. If, by fire, flood, explosion, public enemy, riot, civil commotion, or act of God the premises, during the term, shall be: Destruction - Termination
(1) Des troy ed, this Leas e sha ll termi na te at the op tio n of th e Less ee . If Lessee deems it practical and advisable to rebuild what has been destoryed, he may do so. If Lessee deems it impractical and unadvisable to rebuild what has been destroyed, this Lease shall cease and terminate. The term "destroyed" shall be construed to mean the destruction of the safe, tenantable use or occupancy of the entire building occupied by Lessee.

Forty Percent Damage - Termination Option

(2)Damaged in excess of forty (40) percent, this Lease, at the option of Lessee, to be exercised by notice to Lessor in writing, shall cease and

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terminate. The term "damaged in excess of forty (40) percent" shall be construed to mean such damage to the building occupied by Lessee (excluding damage caused solely by water used in extinguishing fire) as will require an expenditure in excess of forty (4) percent of the market value (prior to the damage) of the building, in order to make repairs.
Damage Less Than Forty Percent - Repairs

(3) Damaged to an extent less than forty (40) percent (or in excess of forty (40) percent and Lessee shall not exercise his option to terminate this Lease), Lessee shall reapir (with Lessee's funds and insurance funds) the premises with due diligence, and this Lease shall continue in full force and effect. ARTICLE 9. MECHANICS' LIENS
Prohibition of Liens on Fee or Leasehold Interest

9.01. Lessee shall not suffer or permit any mechanics' liens or other liens to be filed against the fee of the Leased Land no t against Lessee's leaseho ld interest in the land nor any buildings or improvements on the Leased Land by reason of any work, labor, services, or materials supplied or claimed to have been supplied to Lessee or anyone holding the Leased Land or any part thereof through or under Lessee.
Removal of Liens by Lessee

9.02. If a ny suc h mec ha nic s' liens o r ma teri almen' s li en sha ll be reco rd ed against the Lease Land, or any improvements thereof, Lessee shall cause the same to be removed or, a nd in the a lterna ti v e, if Les see i n go od faith desi res to contest the same, Lessee shall be privileged to do so, but in such case Lessee hereby agrees to indemnify and save Lessor harmless from all liability for damages occasioned thereby and shall, in the event of a judgment of foreclosure upon said mechanic's lien, cause the same to be discharged and removed prior to the execution of such judgment. ARTICLE 10. CONDEMNATION
Interests of Parties on Condemnation 10.01. In the event the Lease Land or any p art thereof shall be taken for public purposes by condemna tion as a result of any action or proceedi ng in eminent domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, the interests of Lessor and Less ee in the awa rd or c onsi dera tio n f or su ch tra ns f er and the ef fect of th e taking or transfer upon this Lease shall be as provided by this Article. Total Taking - Termination 10.02. In the event the entire Lease Land is taken or so transferred, this Leas and 11 of the right, title, and interest thereunder shall cease on the date title to such Land so taken or transferred vests in the condemning authority, and the proceeds of such condemnation shall be divided _______________________________

[specify].

Partial Taking - Termination

10.03. In the event of the taking or transfer of only a part of the Lease Land leaving the remainder of the premises in such location, or in such form, shape, or reduced size as to be not effectively and practicably usable in the opinion of Lessee for the purpose of operation thereon of Lessee's business, this Lease and all right, title, and interest thereunder shall cease on the date title to the Land or the portion thereof so taken or transferred vests in the condemning authority.
Partial Taking - Continuation with Rent Abatement 10.04. In the event of such taking or transf er of only a part of the Leased Land leaving the remainder of the premises in such location and in such form, shape, or size as to be used effectively and practicably in the opinion of the Lessee for the purpose of operation thereon of Lessee's business this Lease shall terminate and end as to the portion of the premises so taken or transferred as of the date ti tle to such portion vests i n th e co nd emni ng autho ri ty , b ut sh all conti nue in full force a nd ef fect as to the p orti on o f the leas e Land not so taken or transferred. From and after such date, the rental required to be paid by Lessee to Lessor shall be reduced in the proportion to which the area so taken or transferred bears to the total area of the Leased Land. Voluntary Conveyance 10.05. A voluntary conveyance by Lessor to a public utility, agency , or authority under threat of a taking under the power of eminent domain in lieu of formal proceedings shall be deemed a taking within the meaning of this Article.

ARTICLE 11. ASSIGNMENT AND SUBLEASE

Lessee's Right to Assign - Consent of Lessor

11.01. (1) Lessee shall have the right to assign, convey, or transfer Lessee's interest in this Lease and the leasehold estate created hereby, for the purposes of security, or otherwise, and without limitation; subject only to the written consent of Lessor to such assignment, which Lessor shall not, in any event, unreasonably withhold; provided, such consent shall not be required for an assignment for security purposes; provided, further, such consent shall not be required in connection with the transfer and conveyance of Lessee's interest in this Lease to any purchase at a foreclosure sale (or similar transaction).
Assignor's Release From Liability

(2) On any such assignment, other than to a mortgagee or trustee for security purposes, and upon the assigned specifically accepting such assignment, the assignor of such leasehold interest shall be automatically freed and released, from and after the effective date of such assignment, transfer, or conveyance, of all liability as respects the performance of any covenants or other obligations on the part of the Lessee under this Lease thereafter to be performed, and the assigneee of such leasehold interest shall be bound by and be liable for the performance of all of the provisions of this Lease to be performed by Lessee from and after the effective date of such assignment, transfer, or conveyance. In the case of any subsequent assignment, transfer, or conveyance of the leasehold title

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on the part of the then Lessee to any subsequent assignee who shall specifically accept such assignment, transfer, or conveyance, such transferring Lessee shall be freed and released of all liability, from and after the effective date of such conveyance, transfer, or assignment, transfer, and conveyance the assignee of such leasehold interest shall be bound by and be liable for the performance of all of the provisions of this Lease to be performed by Lessee. Foreclosure Sale Purchaser as Assignee (3) Any purchaser at foreclosure sale of Lessee's interest under this Lease shall be deemed to be an assignee accepting assignment thereof, from and after the effective date of the assignment, transfer, or conveyance of such interest, and shall thereupon be bound to perform the provisions of this Lease to be performed by Lessee hereunder. Lessee's Right to Sublease 11.02. Lessee shall have the right to sublease all or any portion of the Leased Land, from time to time, without Lessor's consent; provided, that the term of any such sub jease shall not extend beyond the term of this Lease; provided, further, that any such sublease shall be subject to all of the terms and provisions of this Lease. Lease Termination Does Not Terminate Sublease 11.03. (1) In the evnet of the termination of this Lease from any cause whatsoever (including the coluntary surrender thereof by Lessee), and while any such sublease is in full force and effect, such termination shall not act as a merger, and Lessee's interest as sublessor in each of said subleases shall be deemed automatically assigned, transferred, and conveyed to the owner of Lessor's interest; and, from and after such termination, the holder of Lessor's interest in this Lease (as well as any such sulessee) shall be bound by the provisions of each of the subleases, then in full force and effect, on the part of the Lessee (as sublessor) to be performed thereunder, and each of the sublessees shall be deemed thereupon (and without further act) to have been turned over or assigned by operation of law to the holder of Lessor's interest in this Lease. It is the intention hereof to provide that the termination of this Lease while any such sublease in in full force and effect shall not in any way, by reason thereof, terminate such sublease or militate against the rights of any such sublessee. The foregoing is further subject to the right of Lessor to termiante any sublease which is in default (notice thereof, is any, required, having been given and the time for curing such default having expired), and any other rights and remedies reserved to Lessee in any such sublease, and any other rights and remedies afforded to a lessor of real property against a defaulting lessee by law or in equity. Lessor will, at the request of Lessee, execute and deliver to any sublessee, or proposed sublessee, a document reciting, un substance, that any default by Lessee under this Lease or any termination of this Lease thereby, or otherwise, before the expiration of the term hereof, shall not, by reason thereof, affect the rights of such sublessee or proposed sublessee while such sublease or proposed sublease is in full force and effect.

Default by Sublessee (2) Each such sublease entered into by Lessee covering any portion of the

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Leased Land shall contain a provision therein substantially providing that in the event the sublessee defaults in any of the provisions thereunder on the part of sublessee to be performed, after notice of such default and the failure to cure same by sublessee, the sublessor may,- after the expiration of the notice period (if notice is applicable), reenter the Land subleased by summary proceedings or otherwise have the right to expel the sublessee; and shall further provide that the notice period for any default shall not exceed ___________________________________[e.g., thirty (3)] days for the nonpayment of any moneys due to sublessor and shall not exceed __ [e.g., sixty (60)] days for the failure to perform another provision under such sublease on the part of sublessee to be performed, unless the performance of such other provisions cannot reasonably be accomplished within said _[e.g., sixty (60)]-day period in which case sublessee may be permitted the additional time reasonably necessary to complete performance.
Estoppel Certificates 11.04. Either party shall at any time and from time to time, upon not less than ____ [e.g., twenty (20)] days prior written request by the other party, execute, acknowledge, and deliver to such party a statement in writing certifying that this Lease is unmodified and if full force and effect (or if there has been any modification thereof that the same is in full force and effect as mosified and stating the modification or modifications and that there are no defaults existing, or if there is any claimed default stating the nature and extend thereof); and stating the dates to whidh the rent and other charges have been paid in advance. It is expressly underst000d and agreed that any such statement delivered pursuant to this section amy be relied upon by any prospective assignee or sublessee of the leasehold estate, or estates of Lessor, or any Lender or prospective assignee of an Lender on the security of the Leased Land or the fee estate or any part thereof, and any third person.

ARTICLE 12. DEFAULT AND REMEDIES Time for Curing Default 12.01. No failure to perform any condition or covenant of this Lease shall entitle Lessor to terminate this Lease unless: (I) such failure shall have continued for days after notice in writing requiring the performance of

such condition or covenant shall have been given to Lessee; and (2) if such default is of such a nature that it cannot be remedied within this time, then, uless Lessee shall fail to cure such default within such additional time as is reasonably necessary to cure the default, provided that Lessee shall commence to cure the default within this period and thereafter shall diligently continue the curing of the default.
Subleases Not Affected

12.02. Notwithstanding the exercise by Lessor of any remedy, the same shall not affect the existence of subleases covering any portion of the Leased Land entered into with Lessee, all as more particularly described in Paragraph 11.03 of this Lease. ARTICLE 13. TERMINATION AND SURRENDER
Lessee's Right of Termination on Notice

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