trailers, vans or other temporary facilities used by tenant on any part of the land described in exhibit "A," except that the following shall be excluded:

(a) Sales of merchandise subsequently returned for refund or credit, merchandise transferred to a warehouse or another store of tenant, discounts on merchandise which shall be allowed to employees of tenant, or merchandise which shall be issued in redemption of trading stamps, if any, which shall have been issued free of charge to tenant's customers at the time of sale of other merchandise or services;

(b) Any and all taxes levied upon, assessed against, or measured by the receipt or purchase of merchandise by any occupant of demised premises, and any and all occupational sales taxes and other taxes levied upon, assessed against, based upon, or measured by (i) such occupant's gross receipts, or any part thereof, or (ii) the sale or sales price of merchandise and services, or either, and which shall be payable by such occupant, whether or not collected by such occupant from its customers as reimbursement or as agent of the taxing authority, and whether or not the same shall be commonly known as a sales tax, use tax, retailers' occupational tax, gross receipts tax or excise tax; provided, however, such taxes to be excluded from gross sales shall not include any net income tax, franchise tax, or any other tax not levied upon or computed upon gross sales on gross receipts, or any portion thereof; provided, further, such taxes to be excluded from gross sales shall be excludable regardless of whether imposed under any existing, or future orders, regulations, laws, statutes or ordinances;

(c) Receipts from cigarettes, lockers, stamp machines, public telephones, pay toilets, "kiddie rides," money orders and all licenses sold to the public;

(d) Service and interest charges for time payment accounts and charge accounts.

5. Tenant shall pay and discharge all ad valorem real estate taxes and assessments which shall be levied against the taxable premises during the lease term, excluding therefrom payment of assessments which are incurred or levied as a result of landlord's activity in developing the demised premises for tenant's occupancy.

To the extent permitted by law, tenant may pay any such assessment in annual installments. In the event any such assessment shall be payable in a lump sum or on an installment basis, tenant shall have the sole right to elect the basis of payment. If tenant shall elect to pay such assessment on the installment basis, then tenant shall pay only those installments which shall become due and payable during the lease term. Any such installments due and payable in the years in which this lease commences and terminates shall be prorated proportionately.

Tenant shall not be chargeable with nor be obligated to pay any tax of any kind whatever which may be imposed on the landlord, the rents payable hereunder or the demised premises except the ad valorem real estate taxes and assessments mentioned in the first paragraph of this article 5.

The taxable premises, as defined below, shall be separately assessed from any contiguous lands and from any additional lands and improvements incorporated into the demised premises in the future.

In the event tenant constructs, as provided in article 16 hereof, additional buildings or structures on any portion of the land described in exhibit "A," such additional buildings or structures shall be excluded from the taxable premises. Such additional buildings or other structures shall be separately assessed and all ad valorem taxes and assessments levied thereon shall not be deductible from additional rentals as provided herein, but tenant shall pay and discharge all taxes and assessments levied against such additional buildings or structures.

The tenant shall have the right to participate in all negotiations of tax assessments. Tenant shall have the right to contest the validity or the amount of any tax or assessment levied against the taxable premises by such appellate or other proceedings as may be appropriate in the jurisdiction, and may defer payment of such obligations, pay same under protest, or take such other steps as tenant may deem appropriate; provided, however, tenant shall take no action which will cause or allow the institution of any foreclosure proceedings or similar action against the demised premises. Landlord shall cooperate in the institution and prosecution of any such proceedings initiated by the tenant and will execute any documents required therefor.

Should the landlord institute proceedings to contest the validity or the amount of any tax or assessment levied against the taxable premises, the tenant will cooperate in such proceedings.

Should any of the proceedings referred to in the preceding two paragraphs of this article 5 result in reducing the total annual real estate tax and assessment liability against the taxable premises, the tenant shall be entitled to receive all refunds paid by the taxing authorities. If no refund shall be secured in any given proceeding, the party instituting the proceeding shall bear the entire cost. Tenant will, upon request, furnish landlord or holder of any first mortgage written evidence of payments of taxes, assessments and other such charges.

The term "taxable premises," as used in this lease, shall be that certain land described in exhibit "A" together with such buildings and other improvements required by tenant to be constructed thereon by landlord under the terms of this lease.

6. Tenant's buildings and site improvements shall be completed and delivered to tenant promptly and with due diligence, giving consideration to scarcity of materials, strikes, lockouts, fire or other casualty, governmental restrictions and regulations, and construction delays herein called excusable delays. Landlord warrants that a general contract for construction of such buildings and improvements referred to in articles 1 and 12 hereof shall be let, rough site grading shall be completed and foundations and footings commenced not later than _________ plus the aggregate period of any "excusable delays." If for any reason whatever landlord shall fail to comply fully with this warranty, tenant shall have, in addition to other remedies which may be available to it by law or otherwise, the option to terminate this lease within 60 days thereafter by notice to landlord; provided, further, in the event that, regardless of the reason therefor, such buildings and site improvements shall not have been completed in accordance with tenant's typical plans and specifications and possession thereof tendered to tenant prior to _________[year], then tenant shall have the further option of terminating this lease by notice to landlord within 120 days thereafter. Notwithstanding anything to the contrary herein contained, in the event that the lease term shall not have commenced prior to such date as shall be _________ years from the date of this lease, then this lease shall be automatically terminated without further act of either party hereto.

7. Tenant's buildings and site improvements shall be constructed by landlord, at its sole cost and expense, in accordance with working plans and specifications prepared by landlord which shall, with respect to standards of construction and division of responsibility for supplying materials and equipment, substantially satisfy the provisions of tenant's typical store plans and specifications, prior receipt of which landlord hereby acknowledges and which are identified as Set No. _________. Such typical plans and specifications are subject to the following exceptions and such other deviations as may be approved in writing by tenant's construction department:

(a) Such modifications of arrangement of space, location of entrances, exits, and columns and other structural members as shall be indicated on a store layout drawing which shall be prepared by tenant and be delivered to landlord within 30 days after receipt of landlord's written request therefor, which request shall be accompanied by preliminary building outlines, together with any available elevations and sections;

(b) Changes of type and standards of construction and of arrangement to the extent as shall be required by applicable laws, codes or ordinances.

Such working plans and specifications shall be submitted to tenant for approval prior to commencement of construction and such approval shall not be unreasonably withheld. Within 60 days after receipt of such working plans and specifications, tenant shall, in writing, inform landlord of required revisions or corrections thereto, and landlord shall make such revisions or corrections and resubmit them for tenant's final approval. In the event tenant shall not inform landlord of such desired revisions or corrections within such 60 days, such working plans and specifications shall be deemed approved and accepted for the purposes hereof.

Such typical plans and specifications, store layout drawing and working plans and specifications, as approved by tenant, shall constitute a part of this lease.

8. Landlord shall unconditionally guarantee all work performed by or for landlord in the construction of tenant's buildings and site improvements against defective workmanship and materials either for the period of _________ months from the commencement of the lease term or for the period of any guarantee therefor given

landlord, whichever period shall be the longer. Landlord shall upon demand assign to tenant any and all guarantees of workmanship and materials which it may receive.

9. For a period of 30 days prior to completion of tenant's buildings by landlord, as set forth in article 11(b), tenant shall have the privilege, rent free, of entering such buildings for the purposes of installing storage bins, storing merchandise, and other of tenant's construction activities in conjunction with landlord's preparation for tenant's acceptance of such buildings, which shall not create unreasonable interference with the work of the landlord. Such entry shall not be construed as an acceptance of the demised premises by the tenant under the provisions of this lease or as a waiver of any of the provisions hereof.

10. Prior to commencement of the lease term, landlord shall construct, in accordance with such working plans and specifications approved by tenant, on the premises described in exhibit "A," all of the sidewalks, service drives, parking areas, driveways, streets, curbs, directional signs (not tenant's pylon) and related improvements, substantially as shown on such working plans and specifications (all of which improvements shall herein, along with the land thereon constructed, be referred to as the "common areas").

Landlord shall also construct or cause to be constructed upon certain property or rights-of-way contiguous to the premises described in exhibit "A," all sidewalks, driveways, streets, curbs, acceleration, deceleration and stacking lanes, traffic controls and signals, directional signs and related improvements in accordance with such working plans and specifications.

Landlord covenants, represents and warrants that at the commencement of the lease term, there shall be adequate sidewalks, driveways, roadways and entrances for automotive and pedestrian ingress and egress to and from the demised premises and adjacent public streets and highways.

Landlord further covenants that the aggregate area provided for the parking of automobiles shall during the lease term be sufficient to accommodate not less than _________ automobiles on basis of arrangement depicted on tenant's typical plans.

At least 60 days prior to the commencement of the lease term and throughout the lease term, landlord shall provide and maintain paved driveways running from the adjoining public streets around the front, sides and rear of tenant's buildings in order to secure convenient ingress and egress from such public streets to the front and rear entrances of tenant's buildings for the purpose of receiving and delivering fixtures, merchandise and other property. Such driveways shall be of sufficient width to permit the passage, unloading, and if necessary, the turning around of trailer trucks and other commercial vehicles.

During the lease term, landlord shall keep tenant insured against all statutory and common law liabilities for damages on account of damage to property or injuries and loss of life sustained by any person or persons while within such common areas, in a policy or policies in the amount of $_____ with respect to injury to any one person and in the amount of $_____ with respect to any one accident or disaster, and in the amount of $_____ with respect to damage to property; and landlord shall also indemnify and save tenant harmless against any such liability. Any such policies shall bear endorsements to the effect that tenant shall be notified not less than five days in advance of any modification or cancellation thereof. Copies of such policies, so endorsed, or certificates evidencing the existence thereof, shall be promptly delivered to tenant upon written request therefor.

In the event that unauthorized persons, including tenants or invitees of tenants occupying buildings now or at any future time located beyond the limits of the land described in exhibit "A," utilize the demised premises for parking or other purposes to an extent which shall be objectionable to tenant, landlord shall at its sole expense, upon written request by tenant, take whatever action as shall be so requested to prevent such unauthorized utilization, including the erection of fences or other barricades.

Should tenant, at any time, utilize portions of the common areas for outdoor shows, entertainment or such other uses which in tenant's judgment tend to attract the public, tenant shall give landlord notification of such

intended use, a reasonable time in advance thereof, and on request, supply landlord with reasonable proofs of adequate insurance or indemnification against damage to property, injuries to persons and loss of life sustained in connection therewith. In addition, tenant shall be responsible for any physical damage to such common areas resulting from such use. Rent, if any, from such use shall be included as part of "gross sales" under article 4 hereof.

11. The term "date of occupancy by tenant," as used in this lease, shall be the first to occur of the following two dates: (a) the date upon which tenant shall open for business, or (b) the date which shall be 60 days (plus a period of time not to exceed 90 additional days equal to any delays due to excusable delays beyond tenant's control) after the date upon which (i) tenant's buildings and site improvements shall be completed in accordance with such working plans and specifications and the possession thereof shall be tendered to tenant, and (ii) all of the representations and warranties set forth in article 12 shall be fulfilled; except, however, notwithstanding anything to the contrary in this lease contained, in the event such date of occupancy shall occur during the period between November 1 and the last day of February, the lease term shall not commence until March 1 unless tenant shall elect to open for business prior to such date. Tenant shall have the option to open for business prior to the completion of the matters set forth in subdivisions (i) and (ii) of this article 11, and in the event of the exercise of such option, landlord shall complete such buildings and site improvements as expeditiously as possible; provided, however, if landlord shall have failed to complete such buildings and improvements according to the working plans and specifications within 90 days after tenant opens for business subject to excusable delays, tenant shall thereafter at any time be privileged, but not obligated, to complete, correct or remedy in all or part any such deficiency, and the cost thereof shall be deducted from the rentals due under this lease, without waiver of tenant's other remedies hereunder.

12. Landlord represents, warrants and covenants that it shall, prior to commencement of the lease term, complete the buildings and site improvements substantially in accordance with the site plan depicted on such exhibit "B," including completion of such common areas in accordance with the provisions of article 10 hereof. Landlord further covenants that it will not erect any buildings or other structures on the land described in exhibit "A" except as shown on said exhibit "B."

Landlord further represents, warrants and covenants that the land described in exhibit "A" will, at the time of the commencement of construction by landlord and at the time of the commencement of the lease term, be properly zoned for tenant's intended use, and that all necessary governmental consents, permits and approvals for such use shall have been obtained. Further, landlord shall deliver to tenant a certificate of occupancy prior to commencement of the lease term.

The lease term shall not commence and such annual minimum rental and other charges payable under this lease shall not commence to accrue until the foregoing representations and warranties shall have been fulfilled; provided, however, in the event that tenant shall elect to open for business before the landlord shall have fulfilled the foregoing representations and warranties, the term of this lease shall commence, but tenant shall not be obligated to pay the annual minimum rental or the additional rental; provided further, in lieu thereof, tenant shall pay monthly in arrears _____% of such gross sales and tenant shall continue such payment until landlord's representations and warranties shall be fulfilled, at which time tenant shall commence payment of the rental set forth in articles 3 and 4 hereof, and the lease term as provided in article 4 hereof shall begin at that time.

In the event landlord's representations and warranties shall not be fulfilled within 90 days after commencement of the lease term, tenant thereafter shall have the option of either completing such representations and warranties at landlord's cost and expense or, alternatively, tenant shall have an option to terminate this lease by notice to landlord, which notice shall state an effective date of termination of not less than 60 days from the date of such notice.

13. (a) Tenant shall have the option to extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to expiration of the term hereof.

(b). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(c). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(d). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(e). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(f). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(g). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(h). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(i). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(j). If tenant shall have exercised the foregoing option, it shall have the option to further extend the term of this lease for an additional period of _________ years upon the same terms and conditions as herein set forth, which option shall be exercised by notice to landlord not less than six months prior to the end of such extended term.

(k). Regardless of the exercise or nonexercise by tenant of any or all of the foregoing options, tenant shall have, unless the last day of the lease term shall be January 31 of any year, the option to extend (or further extend, as the case may be) the term of this lease for such period of time as shall cause the last day of the term of this lease to be the January 31 next succeeding the date upon which the term of this lease would expire but for the exercise of this option. This option shall be exercised by notice to landlord not less than six months prior to the expiration of the term of this lease or any extension thereof. Tenant's rental during this option period shall be the same rental payable under the terms of this lease at the time tenant notifies landlord of its intention to exercise this option.

14. Anything in this lease contained to the contrary notwithstanding, and without in any manner affecting or limiting any of the rights, privileges, options or estates granted to tenant under this lease, it is agreed that if the landlord at any time during the term of this lease (excepting the first lease year) receives one or more bona fide offers from third parties to purchase the demised premises or property of which the demised premises are a part, and if any such offer is acceptable to the landlord, then landlord agrees to notify tenant in writing, giving the name and address of the offeror, and the price, terms and conditions of such offer, and tenant shall have 30 days from and after the receipt of such notice from landlord in which to elect to purchase the property for the consideration contained in the bona fide offer. If tenant does not elect to purchase such property and landlord thereafter sells the property, the purchaser shall take the property, subject to and burdened with all the terms, provisions and conditions of this lease, including this article 14 and the rights of the tenant under this lease as against the new owner shall not be lessened or diminished by reason of the change of ownership. Tenant's failure at any time to exercise its option under this article 14 shall not affect this lease or the continuance of tenant's rights and options under this article 14 or any other article.

In the event tenant elects to purchase the property as provided in this lease, then landlord shall, within 30 days after receipt of such notice of election by tenant, deliver to tenant a title insurance policy in the amount of the consideration set forth in such offer, issued by a responsible title guarantee company, showing a good and marketable title in landlord. If landlord fails or refuses to furnish the title policy, then tenant may, at its election, procure the same at landlord's expense, and in the amount of the purchase price, and deduct the cost thereof from the cash consideration to be paid for the property. Tenant shall have 30 days after receipt of the title policy in which to examine the title and notify the landlord whether or not the title is acceptable to tenant. If tenant is willing to accept landlord's title and consummate the purchase, then landlord shall, within 10 days after written notice thereof from tenant, convey the premises to tenant by full warranty deed, free and clear of all liens and encumbrances except highway easements, private road easements and restrictions of record which were of record as of the date of tenant's acceptance of the premises hereunder or incorporated in an amendment to this lease, if any, and deliver such deed to tenant upon tender of the consideration.

If tenant is not willing to accept landlord's title, tenant shall make any objections thereto in writing to landlord and landlord shall be allowed 120 days to utilize its best efforts to make such title acceptable to tenant. If such title is not rendered marketable within 120 days from the date of such written objections thereto, tenant may, at its election, take such action, including instigation of legal process (in which the landlord agrees to participate) to remedy any such defect in title making such acceptable to tenant, and to deduct all costs thereof from the cash consideration to be paid for the property. If the tenant is unable to correct such defects in title or elects not to attempt such remedy, neither party shall be held liable for damages to the other party and both parties shall be released of all liabilities and obligations under this article 14.

15. Tenant shall make and pay for all nonstructural repairs and replacements to the interior of tenant's buildings which shall be necessary to keep the interior of such buildings in a good state of repair, including all necessary repairs and replacements to the following: all windows and interior glazed partitions; interior walls; floor coverings; ceilings; plumbing, electrical, heating, ventilating and air-conditioning systems; lighting fixtures and tubes and all other above-floor mechanical and electrical components, but in no event shall tenant be obligated to make repairs and replacements which landlord shall be required to make under any provision of this lease. Landlord shall make and pay for all repairs and replacements to such buildings (including the roofs) which shall be necessary to maintain the same in a safe, dry and tenantable condition, and in good order and repair (including, but not limited to, repairs occasioned by settling of the buildings on their foundations) excepting, however, those repairs and replacements which tenant is specifically obligated to make under the provisions of this article 15.

Landlord shall make and pay for all repairs and replacements necessary to maintain all driveways, sidewalks, streets and parking areas located on the demised premises free of all settling, clear of standing water and in a safe, sightly and serviceable condition, free of chuck holes, fissures and cracks. Landlord shall make and pay for all repairs and replacements to underground utility installations in the demised premises, including underground electrical conduits to parking lot light standards. Tenant's right to cure landlord's defaults are defined in article 30 hereof.

Tenant, at its expense and as it deems necessary, shall sweep, stripe and keep free from snow and ice the common areas located on the demised premises and shall maintain all above-ground exterior lighting facilities and all painted surfaces on the exterior of tenant's buildings.

In the event buildings or improvements constituting the demised premises or a portion thereof shall be rendered unusable due to landlord's default or negligence with respect to required repairs, there shall be a just and equitable abatement of such annual minimum rental and all other charges payable under this lease until such premises shall be made usable. Emergency repairs which shall be landlord's responsibility hereunder, and which shall be necessary to protect the buildings or contents and/or to keep the common areas in a neat, clean, safe and orderly condition may be made by tenant without notice to landlord, and the cost of such repairs not to exceed $_____ in any one instance, may be deducted by tenant from rentals subsequently accruing hereunder.

16. Tenant may, at its own expense, from time to time make such alterations, additions or changes, structural or otherwise, in and to its buildings as it may deem necessary or suitable; provided, however, tenant shall obtain landlord's prior written consent to plans and specifications for structural alterations, additions or changes; provided, further, landlord shall not withhold its consent thereto if the structural strength of the buildings will not be impaired by such work. The term "structural changes," as used herein, shall not include moving of stud partitions, minor plumbing and electrical work, modification and rearrangement of fixtures or other minor changes. Landlord, at tenant's cost, shall cooperate with tenant in securing building and other permits or authorizations required from time to time for any work permitted hereunder or installations by tenant.

Tenant may, at its own expense, at any time, erect or construct additional buildings or structures on any portion of the demised premises. In such event gross sales made in or from such additions shall be excluded from gross sales as defined in article 4 of this lease and provided further, such additional building or structure shall be excluded from the taxable premises and any and all real estate taxes and assessments levied thereon shall not be deductible from additional rents payable under the terms of article 4 hereof. Tenant shall reimburse landlord for any increase in insurance premiums attributable solely thereto. Tenant shall also be solely responsible for exterior and interior repairs thereto, except those necessitated by fire, the elements or other casualty. In the event tenant constructs any such additions or new construction, landlord shall not be obligated to furnish additional parking areas in substitution of areas thereby built over, and the number of parking spaces required under article 10 shall be reduced by the number of spaces covered by such additional buildings or structures.

17. Landlord covenants and agrees that the demised premises shall be properly serviced with gas, electric, telephone, water, sewer and other utilities sufficient to meet tenant's requirements as of the commencement of the lease term. Tenant shall pay all charges for utility services furnished to the demised premises during the lease term.

Landlord may provide a disposal or septic tank system in lieu of public sanitary sewer, subject to tenant's written approval of plans and specifications and landlord's continuing obligation to clean and maintain such system at all times in good and serviceable condition during the full term of this lease or any extension and at its sole expense.

18. Tenant shall observe and comply with all requirements of rules, orders and regulations of the federal, state and municipal governments or other duly constituted public authority affecting the demised premises including the making of nonstructural alterations, insofar as they are due to tenant's occupancy; provided, however, in the event such rules, orders and regulations shall either (a) require structural changes, including but not limited to, the erection of a fire escape or exit, or (b) require nonstructural changes which would have been required irrespective of the nature of the tenancy, then, in either such event, the same shall be complied with by landlord at its sole expense.

19. Landlord covenants, represents and warrants that, within the confines of the land described in exhibit "A" now or in the future owned or controlled, directly or indirectly, by landlord, landlord's principal owners,

stockholders, directors or officers, or their assignees or vendees, no premises (other than tenant's buildings) shall be leased, rented, used or occupied for any purposes whatever without tenant's prior written consent, which may be withheld or granted at tenant's sole discretion; and further, that in addition no premises so owned or controlled outside the confines of the land herein demised but within a ½ mile radius thereof, shall be leased, rented, used or occupied for the operation of a variety store, department store, junior department store, cut-rate store, discount store, food market, restaurant, drive-in restaurant, drug store or a store selling principally tires, batteries and auto accessories. This covenant shall run with the land commencing with the date of execution of this lease and shall continue until such date as shall be the last day of the lease term or extension or renewal thereof; provided, however, this covenant shall cease and determine and be of no further force or effect in the event that either (a) subsequent to the commencement of the lease term, tenant's buildings shall cease to be used for the operation of any store managed by tenant for a period of six consecutive months, excluding temporary interruptions of such operation because of causes beyond tenant's control, or (b) such date of occupancy described in article 11 hereof shall not occur prior to such date as shall be _________ years from the date of this lease.

20. From and after the date on which tenant shall be privileged to enter upon the demised premises for the purposes specified in article 9 hereof, landlord shall insure the buildings depicted on exhibit "B," including tenant's buildings, against damage or destruction by fire and other casualties insured under a standard extended coverage endorsement.

In the event that, at any time during the lease term, the permanent improvements then constituting tenant's buildings and site improvements shall be damaged or destroyed (partially or totally) by fire, the elements or any other casualty, landlord shall, at its expense, promptly and with due diligence repair, rebuild and restore the same as nearly as practicable to the condition existing just prior to such damage or destruction; provided, however, if as a result of any such damage or destruction during the last _________ years of the lease term, tenant's fixtures, equipment or other property shall be damaged or destroyed in an amount exceeding $_____, then either party may terminate this lease as of the date of such damage or destruction by giving written notice to the other party within 30 days thereafter and tenant shall have an additional 60 days, rent-free, within which to remove its property from the demised premises. Notwithstanding any such termination of this lease by landlord as provided in this article, tenant shall have the right to exercise any option to extend the term hereof in accordance with the provisions of article 13 within 30 days after the date of the receipt of landlord's notice of termination, and upon the exercise of any such option (other than the option set forth in subparagraph (k) of article 13 by tenant, then this lease shall continue in full force and effect despite such notice of termination by landlord and landlord shall repair, rebuild and restore the permanent improvements as above provided. In the event that this lease shall be terminated as above provided, all unearned rent and other charges paid in advance shall be refunded to tenant.

During any period commencing upon the date of any such damage or destruction and ending upon the "date of reoccupancy by tenant," the annual minimum rental and any other charges payable under this lease shall abate in the proportion that the part of tenant's buildings which shall be untenantable shall bear to the whole, provided that the abatement or diminution in rental would not cause a default by the mortgagor with respect to any first mortgage subordinated to such rental payment. The term "date of reoccupancy by tenant," as used herein, shall be the first to occur of the following two dates: (a) the date upon which tenant shall open for business in that part of tenant's buildings rendered untenantable by such damage or destruction, or (b) the date which shall be 60 days (plus a period of time equal to any delays due to conditions beyond tenant's control) after the date of completion of the repairs, rebuilding and restoration required of landlord herein.

In the event that, at any time during the lease term except the last _________ years thereof, any building or buildings within the site depicted on exhibit "B," other than tenant's building or buildings, shall be damaged or destroyed (partially or totally) by fire, the elements or any other casualty, landlord shall, at its expense, promptly and with due diligence repair, rebuild and restore the same as nearly as practicable to the condition existing just prior to such damage or destruction; or landlord may, at its option, elect to raze any buildings so damaged or destroyed and pave the area formerly occupied by such buildings so as to provide additional

parking facilities for the shopping center, such areas to be paved, marked, lighted, drained and maintained in the same manner as required in articles 10 and 15 hereof for other parking areas in the demised premises.

21. In the event all of tenant's buildings shall be expropriated, taken by condemnation or such taking by a public or quasi-public authority, this lease shall terminate as of the date tenant shall be deprived thereof.

In the event that less than the whole but more than 10% of tenant's buildings constructed by landlord shall be expropriated by public or quasi-public authority, tenant shall have the option to terminate this lease as of the date tenant shall be dispossessed from the part so expropriated, by giving notice to landlord of such election so to terminate within 90 days from the date of such dispossession.

In the event of an expropriation of any portion of tenant's buildings constructed by landlord, if this lease shall not be terminated as provided above, it shall continue as to that portion of the buildings which shall not have been expropriated or taken, in which event landlord shall, at its sole cost and expense, promptly and with due diligence restore such buildings as nearly as practicable to complete units of like quality and character as existed just prior to such expropriation. The annual minimum rental and other charges shall abate during the period of demolition and restoration, and thereafter the annual minimum rental and the dollar amounts set forth in the first paragraph of article 4 shall be reduced in the proportion the ground floor area of the part of tenant's buildings so expropriated shall bear to the total ground floor area of such buildings prior to such expropriation.

Without limiting the foregoing, in the event that any of the land described in exhibit "A" shall be expropriated by public or quasi-public authority, landlord shall make every effort to substitute equivalent and similarly improved lands contiguous to and properly integrated with the remainder of the site depicted on exhibit "B." If landlord shall be unable to substitute such lands and if one or more expropriations shall in total deprive tenant of the use of more than 10% of the land described in exhibit "A," then, in such event, the tenant shall have the option to terminate this lease at any time within 12 months after such deprivation becomes effective by giving notice to landlord.

In the event this lease shall be terminated pursuant to this article, any annual minimum rental and other charges paid in advance shall be refunded to tenant, and tenant shall have an additional 60 days, rent-free, within which to remove its property from the demised premises. In the event that at the time of any expropriation of tenant's buildings, tenant shall not have fully amortized expenditures which it may have made on account of any improvements, alterations or changes to its buildings, landlord shall subject to rights of any mortgagee of the demised premises assign to tenant so much of any award payable as a result of such expropriation as shall equal the unamortized portion of tenant's expenditures. Such unamortized portion of tenant's expenditures shall be determined by multiplying such expenditures by a fraction, the numerator of which shall be the number of remaining years of the lease term at the time of such expropriation and the denominator of which shall be the number of remaining years of the lease term at the time such expenditures shall have been made plus the number of years for which the lease term may have been subsequently extended.

22. The premises hereby demised may be used for any lawful purpose. Tenant may assign this lease or sublet the whole or any part of the demised premises, but if it does so, it shall remain liable and responsible under this lease.

23. The demised premises shall be referred to by only such designation as tenant may indicate. Landlord expressly recognizes that the service mark and trademark "_________" is the valid and exclusive property of tenant, and landlord agrees that it shall not either during the term of this lease or thereafter directly or indirectly contest the validity of such mark "_________," or any of tenant's registrations pertaining thereto in the United States or elsewhere, nor adopt or use such mark or any term, word, mark or designation which is in any aspect similar to the mark of tenant. Landlord further agrees that it will not at any time do or cause to be done any act or thing directly or indirectly, contesting or in any way impairing or tending to impair any part of the tenant's right, title and interest in the aforesaid mark, and landlord shall not in any manner represent that it has ownership interest in the aforesaid mark or registrations therefor, and specifically acknowledges that any use thereof pursuant to this lease shall not create in landlord any right, title or interest in the aforesaid mark.

Tenant shall have the option to erect at its sole cost and expense upon any portion of the demised premises signs of such height and other dimensions as tenant shall determine, bearing such legend or inscription as tenant shall determine. Tenant shall have the option to utilize the lighting standards in the parking lot for advertising purposes by attaching, or causing to be attached signs advertising any and all products and services as tenant shall elect.

Landlord shall not permit any other signs, billboards or posters to be displayed on any portion of the demised premises.

24. Landlord warrants as a consideration for tenant entering into this lease it will initially provide ingress and egress facilities to the adjoining public streets and highways in the number and substantially in the locations depicted on exhibit "B," subject to unavoidable temporary closings or temporary relocations necessitated by public authority or other circumstances beyond landlord's control.

25. If tenant shall be in default under any other provision of this lease and shall remain so for a period of 30 days after notice to tenant of such default, then landlord may, by giving notice to tenant at any time thereafter during the continuance of such default, either (a) terminate this lease, or (b) reenter the demised premises by summary proceedings or otherwise, expel tenant and remove all property therefrom, relet premises at the best possible rent readily obtainable (making reasonable efforts therefor), and receive the rent therefrom; provided, however, tenant shall remain liable for the equivalent of the amount of all rent reserved herein less the avails of reletting, if any, after deducting therefrom the reasonable cost of obtaining possession of premises and of any repairs and alterations necessary to prepare it for reletting. Any and all monthly deficiencies so payable by tenant shall be paid monthly on the date herein provided for the payment of rent. If any default by tenant (except nonpayment of rent) cannot reasonably be remedied within 30 days after notice of default, then tenant shall have such additional time as shall be reasonably necessary to remedy such default before this lease can be terminated or other remedy enforced by landlord. Except for the legal remedy of damages (provided landlord shall, in all instances, be required to mitigate damages) and the equitable remedy of an injunction, the remedies of landlord herein shall be exclusive of any other remedies. Landlord shall not have the right to exercise the above mentioned remedies without the consent of the mortgagee, if any.

26. If a petition in bankruptcy shall be filed by tenant, or if tenant shall be adjudicated bankrupt, or if tenant shall make a general assignment for the benefit of creditors, or if in any proceeding based upon the insolvency of tenant a receiver of all the property of tenant shall be appointed and shall not be discharged within 90 days after such appointment, then landlord may terminate this lease by giving notice to tenant of its intention so to do; provided, however, neither bankruptcy, insolvency, an assignment for the benefit of creditors nor the appointment of a receiver shall affect this lease or permit its termination so long as the covenants on the part of tenant to be performed shall be performed by tenant or someone claiming under it.

27. Landlord covenants, represents and warrants that it has full right and power to execute and perform this lease and to grant the estate demised herein and that tenant, on payment of the rent and performance of the covenants and agreements hereof, shall peaceably and quietly have, hold and enjoy the demised premises and all rights, easements, appurtenances and privileges belonging or in anywise appertaining thereto during the lease term without molestation or hindrance of any person whomever, and if at any time during the term hereby demised the title of landlord shall fail or it be discovered that its title shall not enable landlord to grant the term hereby demised, tenant shall have the option at landlord's expense to correct such defect or to annul and void this lease with full reservation of its right to damages, if any.

Landlord further covenants, represents and warrants that it is seized of an indefeasible estate in fee simple or has a good and marketable leasehold title to the land described in exhibit "A," free and clear of any liens, encumbrances, restrictions and violations (or claims or notices thereof), except as follows:

(a). Public utility easements not impairing tenant's use of the demised premises.

(b). _________.

Landlord shall, without expense to tenant, and within thirty (30) days after written request by tenant, furnish (a) a certification by an attorney or a certification from a reputable title company acceptable to tenant that landlord's title is as herein represented and certifying that the premises depicted on exhibit "B" are within the bounds of the property described in exhibit "A," (b) a survey by a licensed surveyor of the land described in exhibit "A," and (c) agreements wherein each holder of any lien against the demised premises shall consent to this lease and warrant that tenant's possession and right of use under this lease in and to the demised premises shall not be disturbed by such holder unless and until tenant shall breach any of the provisions hereof and this lease or tenant's right to possession hereunder shall have been terminated in accordance with the provisions of this lease.

In the event landlord's estate is derived from a leasehold interest in a ground lease, landlord shall, prior to the commencement of construction of the improvements required hereunder, deliver to tenant an agreement executed by the fee owner of the demised premises wherein the fee owner recognizes this lease and tenant's rights hereunder and agrees that, notwithstanding any default by the landlord and subsequent termination of such ground lease, tenant's possession and right of use under this lease in and to the demised premises shall not be disturbed by such fee owner unless and until tenant shall breach any of the provisions hereof and this lease or tenant's right to possession hereunder shall have been terminated in accordance with the provisions of this lease.

28. Upon written request by landlord, tenant shall execute and deliver an agreement subordinating this lease to any first mortgage upon the demised premises; provided, however, such subordination shall be upon the express condition that the validity of this lease shall be recognized by the mortgagee, and that, notwithstanding any default by the mortgagor with respect to such mortgage or any foreclosure thereof, tenant's possession and right of use under this lease in and to the demised premises shall not be disturbed by such mortgagee unless and until tenant shall breach any of the provisions hereof and this lease or tenant's right to possession hereunder shall have been terminated in accordance with the provisions of this lease.

29. During the lease term tenant shall indemnify and save landlord harmless against all penalties, claims or demands of whatever nature arising from tenant's use of the tenant's buildings except those which shall result, in whole or in part, directly or indirectly, from the default or negligence of landlord, and landlord's ground lessor, if any.

30. In the event landlord shall neglect to pay when due any obligations on any mortgage or encumbrance affecting title to the demised premises and to which this lease shall be subordinate, or shall fail to perform any obligation specified in this lease, then tenant may, after the continuance of any such default for seven days after notice thereof by tenant, pay such principal, interest or other charges or cure such default, all on behalf of and at the expense of landlord, and do all necessary work and make all necessary payments in connection therewith, and landlord shall, on demand, pay tenant forthwith the amount so paid by tenant together with interest thereon at the rate of _____% per year or the then current prime rate, whichever is the higher, and tenant may withhold any and all rental payments and other payments thereafter due to landlord and apply the same to the payment of such indebtedness.

Landlord and tenant acknowledge that so long as the premises are encumbered by the initial first mortgage the following provisions will apply with respect to landlord defaults under articles 15, 17, 18, 19, 20, 21 and 24 hereof:

(a). In no event shall tenant's remedies give the tenant the right to deduct offsets from rental payments due in an amount in excess of $_____ per year.

(b). Tenant's right to deduct offsets is cumulative and any amount tenant is unable to deduct because of the above $_____ per year limitation will be carried over to the subsequent years until all such offsets have been satisfied.

Landlord and tenant agree that when the initial note and first mortgage have been paid in full, tenant's right to offsets from rental payments due shall apply to the entire rental provided in article 3 hereof.

In no event shall tenant's remedies give tenant the right to cancel this lease until the unpaid balance of the debt evidenced by the first mortgage shall have been paid in full.

Provided the holder of a properly recorded first mortgage shall have notified tenant in writing that it is the holder of such lien on the demised premises and shall so request, tenant shall provide such holder with a duplicate copy of any notice sent to landlord covering a default hereunder, and such holder shall be granted sixty (60) days after receipt thereof to correct or remedy such default.

31. At the expiration or earlier termination of the lease term tenant shall surrender the demised premises, together with alterations, additions and improvements then a part thereof, in good order and condition except for the following: ordinary wear and tear, repairs required to be made by landlord, and loss or damage by fire, the elements and other casualty. All furniture and trade fixtures installed in such buildings at the expense of tenant or other occupant shall remain the property of tenant or such other occupant; provided that tenant shall be responsible for repairing any damage done to the demised premises in removing any furniture or trade fixtures installed in such building at the expense of tenant or other occupant and further provided, however, tenant shall at the expiration of the lease term or earlier termination of the lease at any time and from time to time during the lease term, have the option to relinquish its property rights with respect to such trade fixtures (including, but not limited to, air-conditioning machinery and lighting fixtures), which option shall be exercised by notice of such relinquishment to landlord, and from and after the exercise of such option the property specified in such notice shall be the property of landlord.

32. In the absence of any written agreement to the contrary, if tenant should remain in occupancy of the demised premises after the expiration of the lease term, it shall so remain as a tenant, from month-to-month and all provisions of this lease applicable to such tenancy shall remain in full force and effect.

33. Notices required under this lease shall be in writing and deemed to be properly served on receipt thereof if sent by certified or registered mail to landlord at the last address where rent was paid or to tenant at its principal office in _________, _________, or to any subsequent address which tenant shall designate for such purpose. Date of notice shall be the date on which such notice is deposited in a post office of the United States Postal Service.

34. The necessary grammatical changes which shall be required to make the provisions of this lease apply (a) in the plural sense if there shall be more than one landlord, and (b) to any landlord which shall be either a corporation, an association, a partnership, or an individual, male or female, shall in all instances be assumed as though in each case fully expressed. Unless otherwise provided, upon the termination of this lease under any of the articles hereof, the parties hereto shall be relieved of any further liability hereunder except as to acts, omissions or defaults occurring prior to such termination.

35. The conditions, covenants and agreements contained in this lease shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. All covenants and agreements of this lease shall run with the land.

36. The parties hereto have simultaneously with the execution and delivery of this lease executed and delivered a memorandum of lease which landlord shall at its sole expense cause to be recorded within 60 days following delivery of this lease and returned to tenant by landlord within 60 days thereafter.

In witness whereof, the parties hereto have executed this agreement in triplicate as of the day and year first above written.

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