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THIS LAND LEASE AGREEMENT (this “Lease”) is made as of                                    , 200       , by the Landlord and the Tenant named in Paragraph 1 below.

1.       Definitions and Basic Provisions.  The following definitions and basic provisions are applicable to this Lease:

(a)     “Landlord”:                                                                                                .

(b)     “Tenant”:                                                                                                    .

(c)     “Premises”:  The real property described on Exhibit A attached, together with any appurtenant easements or other rights, including the non-exclusive right to use (and permit Tenant’s invitees, agents, employees and contractors to use) the Common Areas.

(d)     “Term”:  A period of           months, beginning at noon on                              , 20         and ending at noon on                              , 20         (the “Initial Term”), together with any Renewal Term resulting from Tenant’s exercise of an option provided for in Paragraph 15.

(e)     “Rent”:  The sum of “Basic Rent” and “Additional Rent”.  Basic Rent is $                   per month during the Initial Term and represents rent for the use of the Premises.  Additional Rent is $                        per month during the Initial Term and represents reimbursement for Tenant’s share of Landlord’s expenses in operating the Shopping Center, including snow removal, parking lot maintenance, night lighting, taxes and insurance.  Rent is payable at Landlord’s address for notices specified in Paragraph 24.  Rent shall be payable beginning on the first day of the first calendar month that begins at least 15 days after Tenant has obtained the Governmental Approvals and continuing on the first days of each of the remaining months of the Initial Term.  Each monthly installment is due in advance, without demand or notice, on the first day of the applicable calendar month.  Rent for any Renewal Term shall be determined in accordance with the provisions of Paragraph 15.

(f)      “Shopping Center”:  The retail shopping facility located at                                        and depicted on Exhibit A attached to this Lease.

(g)     Common Areas”:  All areas of the Shopping Center intended for the common use of tenants and their customers, including but not limited to parking areas, driveways, access roads, sidewalks and landscaped areas.

(h)     “Permitted Use”:  The retail sale and service of                                , as well as the retail sale of any other goods or services that do not conflict with any exclusive agreement between Landlord and any other tenant that restricts the sale of specified goods or services.

(i)      Exclusive Use”:  The retail sale or retail service, or both, in a “walk‑up”, “drive‑up” or “drive-through” format, of                                                                                  .

(j)      “Governmental Approvals”:  All governmental, quasi-governmental and utility company permits, licenses, consents, approvals and certificates required for the construction, use and occupancy of the improvements to the Premises contemplated by Paragraph 6 of this Lease.

(k)     “ABC”:  ABC Realty, LLC, a Colorado limited liability company.

2.       Demise of Premises; Quiet Possession.  In consideration of Tenant’s payment of the Rent required under this Lease and Tenant’s performance of the other covenants contained in this Lease, Landlord demises and leases the Premises to Tenant; to have and to hold the same, for the Term provided in Paragraph 1 above, subject to the provisions and conditions of this Lease. Landlord covenants that so long as Tenant faithfully performs Tenant’s obligations under this Lease, Tenant will not be disturbed in Tenant’s possession of the Premises during the Term of this Lease by Landlord or by anyone claiming by, through or under Landlord.

3.       Maintenance and Repairs.  Except as otherwise provided in Paragraph 8, at all times during the Term of this Lease, Tenant shall be responsible for, and shall cause to be performed at Tenant’s expense, all routine maintenance and repairs needed to keep the Premises in functional order and in substantial compliance with all laws, ordinances and regulations applicable to Tenant’s use of the Premises that were in force at the beginning of such Term.

4.       Utilities.  Tenant shall be responsible for, and shall cause to be paid when due, all charges for electricity, natural gas, domestic water and sewer supplies and connections and telephone and telecommunications equipment and services, used at or in connection with the Premises during the Term of this Lease.

5.       Insurance; Waiver of Subrogation.  Throughout the Term of this Lease, Tenant shall maintain or cause to be maintained in force, without expense to Landlord, public liability insurance, for the benefit of both Tenant and Landlord, with respect to all activities on or relating to the Premises, having single-occurrence limits of not less than $1,000,000 for personal injury or death and $300,000 for property damage, written by a company having a Best rating of B+, FSC X or better.  Each such policy shall include an endorsement stating that coverage cannot be terminated or reduced for any reason without at least 10 days’ prior written notice to Landlord.  If any such policy covers two or more locations, the policy shall include an endorsement specifying that the policy limits apply separately to each location.  Before opening for business at the Premises, Tenant shall deliver to Landlord a certificate showing such insurance to be in force, and shall provide Landlord with a new certificate before the expiration of any such policy, showing the policy to have been renewed or replaced.  Landlord and Tenant each hereby waive, for themselves and their respective insurance carriers, any right or claim to subrogation against the other with respect to any occurrence covered by hazard, property damage or liability insurance and not due to the deliberate act of the other.  (As is true with regard to each of Tenant’s covenants under this Lease, Tenant’s obligations under this paragraph may, in the event of a default by Tenant, be performed as a matter of absolute right by any Registered Subtenant as provided in Paragraph 19.)  If Tenant fails to provide Landlord with timely evidence of required insurance coverage, Landlord may, without exercising any other remedy, obtain such coverage and recover the cost from Tenant on demand.

6.       Improvements and Alterations.  Tenant shall, without expense to Landlord, erect or cause to be erected on the Premises a free-standing retail sales facility containing not less than 100 nor more than 600 square feet of gross floor area (80 to 400 square feet of usable floor area) and such other improvements as Tenant may deem useful, including but not limited to a concrete pad to provide an appropriate base for such facility, utility connections and similar improvements.  The following provisions shall apply to Tenant’s improvements:

(a)     The sales facility shall be consistent with the illustration on Exhibit B.  At or before the time Tenant submits plans and specifications to government authorities, Tenant shall deliver copies of such plans and specifications to Landlord for review and approval.  Landlord shall promptly review the plans and specifications and shall not unreasonably withhold or delay approval.  After Landlord has approved the plans and specifications, they shall not be modified except as may be approved by Landlord or required by government authority.  Tenant shall be solely responsible for obtaining all Governmental Approvals required for the construction of such improvements.  If for any reason whatever, any required Governmental Approval has not been obtained within 180 days after this Lease is signed, then either party may terminate this Lease by notice to the other within 30 days after such date and before such Governmental Approval is obtained.

(b)     Tenant shall be responsible for all required utilities, including but not necessarily limited to water, sewer, electricity and telephone.  Landlord is not required to provide utility service to Tenant, but shall support Tenant’s efforts to obtain such services from utility providers, and shall permit Tenant to access utility lines within the Shopping Center if such connections are approved by utility providers.

(c)     Tenant and Tenant’s contractors shall take care to avoid disturbing existing tenants during the construction and installation of Tenant’s improvements.  Tenant shall be responsible for any pavement or other repairs necessitated by such construction and installation, for any necessary repaving or restriping and for any additional or modified signage required by any governmental authority.

(d)     All improvements constructed or installed by Tenant shall at all times remain the property of Tenant and may be removed, replaced or restored from time to time by Tenant or Tenant’s designee (including but not limited to a Registered Subtenant designated by Tenant) during the Term of this Lease.  Any such improvements then remaining on the Premises may be removed by Tenant at any time within 30 days after the expiration or termination of this Lease.

7.       Use of Common Areas.  Tenant’s right to use the Common Areas shall be in common with Landlord and all others to whom Landlord has given or may give rights to use the Common Areas.  Landlord acknowledges that portions of the Common Areas are essential to pedestrian and vehicular access to the Premises, and agrees that except for unavoidable emergency situations that will be rectified as quickly as possible, no temporary or permanent alteration of the Common Areas shall restrict or interfere with access to the Premises by Tenant’s customers and invitees during Tenant’s business hours.  Subject to the preceding sentence, use of the Common Areas shall be subject to the following provisions:

(a)     Landlord may from time to time change the size, location, use and nature of any of the Common Areas and may make installations therein and move and remove such installations.  Landlord may temporarily close portions of the Common Areas to make repairs or changes, to prevent the acquisition of public rights in such portions or to discourage non-customer parking, and may close all or portions of the Common Areas during some or all non-business hours.

(b)     Tenant shall avoid, and cause its employees and contractors to avoid, interfering unreasonably with use of the Common Areas by others having rights to use the Common Areas.  If any portion of the Common Areas is damaged by the negligent act or omission of Tenant or Tenant’s employees or agents, then Tenant shall reimburse Landlord for the cost of repairs promptly after being billed for such costs.

(c)     If Exhibit A identifies a particular area or areas in which Tenant and Tenant’s employees are permitted to park motor vehicles, Tenant shall not park motor vehicles on the Common Areas, or permit its employees to do so, except in the area(s) identified on Exhibit A.  If so requested by Landlord, Tenant will provide Landlord with a list of the vehicles used by Tenant and Tenant’s employees, including license numbers.

8.       Additional Covenants of Landlord.  Landlord shall:

(a)     Cooperate with the efforts of Tenant (or of a Registered Subtenant, as the case may be) to construct improvements contemplated by Paragraph 6 in all ways reasonably requested by Tenant, including but not limited to notifying building and zoning authorities, utility suppliers and other such persons of Landlord’s approval of Tenant’s proposed improvements, provided, that Landlord shall not be required to incur any material expense in connection with such efforts, and Tenant shall be solely responsible for all design and construction work related to such improvements;

(b)     Except with Tenant’s prior written consent, which Tenant may withhold in Tenant’s sole discretion, not permit any other tenant, concessionaire or other occupant of the Shopping Center to engage in sales that conflict with Tenant’s Exclusive Use at any time during the Term;

(c)     Maintain the Shopping Center and the Common Areas in a clean and attractive condition, consistent with Landlord’s practices at the time this Lease is signed, including but not limited to (i) clearing in a timely manner all snow, ice and other potential obstructions that would prevent or deter customers from reaching the Premises, (ii) maintaining, at all times during normal operating hours for the Premises, adequate lighting for the Premises and the Common Areas, and (iii) maintaining any landscaped areas, trees and shrubs around the Premises, including but not limited to pruning and trimming to prevent overgrowth from obstructing potential customers’ view of the Premises; and

(d)     Except with Tenant’s prior written consent, make no changes in the Common Areas that would disrupt the flow of traffic in the vicinity of the Premises or interfere with existing access to the Premises.

9.       Mechanics’ Liens.  Tenant shall keep the Premises free and clear of liens or claims resulting from any work performed or materials furnished to or at the direction of Tenant. If any such lien is asserted or filed, Tenant shall cause such lien to be satisfied and discharged or bonded over within 20 days after Landlord has notified Tenant of the filing of such lien, or shall take reasonably diligent steps to contest such lien by appropriate judicial action.

10.     Assignment and Subletting.  Tenant may assign this Lease to ABC or to any entity that controls, is controlled by, or is under common control with, Tenant or ABC, or to any entity of whose common stock or similar equity Tenant or ABC owns at least 25%.  Tenant shall not assign or transfer this Lease to anyone else without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.  Landlord acknowledges that Tenant may sublease the Premises and notify Landlord of the name and address of any subtenant. Any subtenant of whose name and address Tenant has notified Landlord is referred to in this Lease as a “Registered Subtenant”. No assignment or subletting shall relieve Tenant of direct and primary responsibility for the faithful performance and observance of all of the covenants and conditions of this Lease, nor shall Landlord’s consent to any assignment operate as a consent to any further assignment.

11.     Use of Premises.  Tenant shall not, without Landlord’s prior written consent, use the Premises for any purpose other than the Permitted Use mentioned in Paragraph 1 above.  Tenant shall not conduct or permit any activity in the Premises that would impair the coverage of or increase the premiums for hazard insurance maintained by Landlord with respect to the Premises.

12.     Hazardous Materials.  For purposes of this paragraph, the term “hazardous material” means (a) any substance, the use, generation, storage, disposition or transportation of which is regulated by any federal environmental law, such as but not limited to CERCLA, RCRA and TSCA, any similar state law or any regulation under any such federal or state law, or (b) any explosive or incendiary device, whether or not so regulated.  Landlord warrants to Tenant that the Premises are free from any hazardous material at the time this Lease is entered into, and shall indemnify Tenant against any loss, damage or expense, including reasonable attorneys’ fees, that Tenant may incur if such warranty is inaccurate.  Tenant shall not bring onto the Premises any hazardous material (other than small quantifies of cleaning supplies typically used in the operation of similar facilities, which may be used and stored on the Premises in full compliance with all applicable laws), and shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, that Landlord may incur by reason of any violation by Tenant of Tenant’s obligations under this paragraph.

13.     Liability and Indemnity.  Landlord shall not be liable to Tenant or to Tenant’s subtenants, agents, employees, guests, licensees or invitees, or to any person claiming by, through or under Tenant, for any injury to person, loss of or damage to property, or loss or damage to Tenant’s business, resulting from any cause whatever other than Landlord’s negligence or willful wrong.  Tenant shall indemnify Landlord against all losses, claims, damages and expenses, including attorneys’ fees, that Landlord may incur in defending against, compromising or satisfying any such claim that may arise from any actual or alleged negligent act or omission of Tenant.  Tenant shall notify Landlord promptly of any accident, injury, casualty or similar event that may occur on or around the Premises or the Common Areas.

14.     Condemnation.  If any part of the Premises, or any material part of the Shopping Center, is condemned for public purposes or transferred under threat of condemnation, or if access to the Premises or the Shopping Center is materially altered, then Tenant shall have the right, exercisable by notice given to Landlord not later then the date on which possession of the condemned property is surrendered to the condemning authority, to terminate this Lease as of the date of such notice.  Tenant shall have no interest in any award or other compensation for the taking or damaging of the Premises as such, but Tenant shall be entitled to any award to the extent it relates to improvements constructed on the Premises by Tenant, to any award for damage to Tenant’s business or Tenant’s personal property, and to any relocation allowance that may be paid by the condemning authority.

15.     Option to Extend Term.  Tenant shall have the right and option to extend the Term for         successive periods of              years each (each such period being referred to as a “Renewal Term”), provided that (a) Tenant has notified Landlord, at least three months before such Renewal Term would begin, of Tenant’s election to exercise the renewal option as to such Renewal Term, and (b) Tenant has exercised each option (if any) previously available to Tenant under this Lease with respect to any earlier Renewal Term, and (c) no Event of Default has occurred and is continuing at the time Tenant gives such notice. The First Renewal Term, if any, shall commence on the expiration of the Initial Term, and any subsequent Renewal Term, if any, shall commence on the expiration of the preceding Renewal Term.  All terms and provisions of this Lease shall remain in effect during any Renewal Term, except that Rent for each month of any Renewal Term shall be equal to the CPI Factor (defined below) multiplied by the Rent for the first month in which Rent was due and payable under this Lease.  As used in this paragraph, the term “CPI” refers to the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (1982-84 = 100), as published by the United States Bureau of Labor Statistics, and the term “CPI Factor” means a fraction, the numerator of which is the CPI announced two months before the beginning of such Renewal Term and the denominator of which is the CPI announced two months before the beginning of the Initial Term.

16.     Early Termination by Tenant.  At any time during the Term of this Lease, Tenant may terminate this Lease by notice to Landlord, accompanied by payment of three months’ Rent in advance.  Termination under this subparagraph shall be effective on the date specified in Tenant’s notice (the “Early Termination Date”), but in no event later than the scheduled end of the Term of this Lease.  Until the Early Termination Date occurs, Tenant shall continue paying Rent as though such notice of termination had not been given.  The provisions of Paragraph 21 shall apply to any termination under this paragraph.

17.     Events of Default.  The following shall constitute Events of Default by Tenant under this Lease:

(a)     Failure by Tenant to pay any installment of Basic Rent when due under the terms of this Lease, or failure by Tenant to pay any other rent due Landlord under this Lease within ten days after Landlord’s request therefor, if such failure continues for 30 days after notice from Landlord to Tenant;

(b)     Failure by Tenant to correct, within 30 days after Landlord’s request for such correction, any other deficiency in Tenant’s performance of Tenant’s obligations under this Lease, provided, that if such deficiency cannot as a practical matter be cured within such 30‑day period, then no Event of Default shall exist by reason of the deficiency if Tenant begins to correct the deficiency within such 30‑day period and thereafter continues with reasonable diligence to complete the correction;

(c)     Tenant’s filing of a voluntary petition for relief under any chapter or provision of the federal Bankruptcy Code, unless (i) such petition is withdrawn or dismissed within 30 days after the filing thereof, or (ii) within 30 days after the filing of such petition, a Registered Subtenant elects in writing to assume this Lease and cure all existing payment defaults by Tenant; or

(d)     The filing against Tenant of any involuntary petition for relief under any chapter or provision of the federal Bankruptcy Code, unless (i) such petition is withdrawn or dismissed within 90 days after the filing thereof, or (ii) within 90 days after the filing of such petition, a Registered Subtenant elects in writing to assume this Lease and cure all existing payment defaults by Tenant.

18.     Landlord’s Remedies.  Upon the occurrence of any Event of Default mentioned in Paragraph 17 above, Landlord shall have the right to exercise any one or more or the following remedies:

(a)     Subject to the provisions of Paragraph 19 below, Landlord may terminate this Lease, effective at such time as may be specified by notice to Tenant, and demand (and if such demand is refused, recover) possession of the Premises from Tenant. Notwithstanding such termination, Tenant shall remain liable for any previously unpaid rent and for any losses Landlord may suffer by reason of such Event of Default.

(b)     Landlord may bring separate actions against Tenant from time to time to collect any one or more delinquent installments or payments of rent due under this Lease.

(c)     Landlord may perform any act or pay any sum, the nonperformance or nonpayment of which is or would be an Event of Default by Tenant, and Tenant shall reimburse Landlord upon demand for any cost or expense incurred by Landlord in performing such act or paying such sum.

Exercise of any of the foregoing remedies shall not prevent the concurrent or subsequent exercise of any other remedy provided for herein or otherwise available to Landlord at law or in equity.  Any rent due Landlord under this Lease shall bear interest at the rate of 12% per year from the date due until paid.

19.     Limitation on Early Termination.  Notwithstanding the provisions of Paragraph 18 above, Landlord shall not cause or acquiesce in the termination of this Lease before the end of the Term, by accepting a voluntary surrender of Tenant’s interest, by exercising a right to terminate pursuant to Paragraph 18, or otherwise, except in compliance with the provisions of this paragraph.

(a)     If Landlord notifies Tenant of any claimed default or Event of Default by Tenant, Landlord shall simultaneously send a copy of the notice to ABC and to any Registered Subtenant.  Notwithstanding the provisions of Paragraph 18, Landlord may not exercise any remedy that would interfere with possession of the Premises by Tenant or those claiming under Tenant if, within the time permitted to Tenant to prevent any default from becoming an Event of Default, ABC or a Registered Subtenant cures or tenders a cure of the default.  Landlord shall accept payment or other performance from ABC or from a Registered Subtenant in the same manner and with the same effect as though such payment or performance were tendered by Tenant.

(b)     In the event Tenant becomes the subject of an order for relief under any chapter or provision of the federal Bankruptcy Code, ABC or a Registered Subtenant may, at its option, notify Landlord of the election by ABC or by such Registered Subtenant to assume this Lease and cure all existing payment defaults by Tenant, in which case Landlord shall, within ten days after the giving of such notice, offer (contingent only on the tender by ABC or by the Registered Subtenant of cure of all existing payment defaults on the part of Tenant) to enter into a new lease, directly with the party tendering such cure, for a term equal to the unexpired Term (including potential Renewal Terms, if any) of this Lease and otherwise on the same terms and provisions as are contained in this Lease.  Upon the execution and delivery of such new lease, this Lease shall terminate automatically and be of no further force or effect.  If payment necessary to cure a default by Tenant is tendered by both ABC and a Registered Subtenant, Landlord shall accept the tender by ABC in preference to the tender by the Registered Subtenant.

(c)     In the event Tenant offers, directly or indirectly, to surrender this Lease or the Premises before the end of the fifth year of the Term and Landlord is otherwise willing to accept such offer, Landlord shall not do so without first notifying ABC of the terms of such offer and of Landlord’s willingness to accept it.  If, within 30 days after receiving such notice from Landlord, ABC notifies Landlord of ABC’s desire to lease the Premises from Landlord, then (i) Landlord may accept the offer to surrender this Lease or the Premises, and (ii) simultaneously with such acceptance, Landlord shall enter into a new lease with ABC for the unexpired portion of the Term and otherwise on terms and containing provisions identical to those contained in this Lease, including but not limited to the options provided for in Paragraph 15 above.

20.     Tenant’s Remedies.  Landlord’s obligations under this Lease may, subject to the rules of law governing the availability of such remedies generally, be enforced by injunction or specific performance, and any breach thereof may be redressed in an independent action for direct, compensatory damages.  In the event of a default by Landlord that continues for more than 30 days after notice from Tenant, Tenant may also, at Tenant’s option, terminate this Lease by notice to Landlord.

21.     Surrender of Premises; Holding Over.  Upon the expiration or earlier termination of this Lease, or on or before the date specified in any demand for possession by Landlord pursuant to Paragraph 18 above, Tenant shall surrender possession of the Premises to Landlord, in the same condition as the Premises were in when Tenant first occupied them, ordinary wear and tear and damage by fire or other casualty excepted.  If Tenant holds over after the expiration of the Term of this Lease by lapse of time, with Landlord’s consent but without written agreement providing otherwise, then Tenant shall be deemed to be a tenant from month to month, at a monthly Rent equal to the Rent for the final month of the Term, and subject to all of the other provisions of this Lease.

22.     Subordination.  This Lease and Tenant’s interest in the Premises shall be junior and subordinate to any mortgage or deed of trust now or hereafter encumbering the Premises, provided the mortgagee or beneficiary thereunder has agreed in writing not to disturb Tenant’s use and occupancy of the Premises during the Term of this Lease so long as no Event of Default has occurred and continued beyond any applicable grace period, and to recognize the rights of ABC and of any Registered Subtenant under Paragraph 19.  Tenant shall also, if any mortgagee or deed of trust beneficiary so requires, execute such documents as may be necessary to make this Lease and Tenant’s interest in the Premises prior and superior to any such mortgage or deed of trust.  Concurrently with the execution and delivery of this Lease, Landlord shall execute and deliver, and shall cause the holder of any existing mortgage, deed of trust or other lien that encumbers the Premises to execute and deliver, a non-disturbance agreement reasonably satisfactory to Tenant.

23.     Estoppel Certificates.  Tenant shall from time to time, within 30 days after Landlord’s request therefor, execute, acknowledge and deliver to Landlord a written statement certifying that this Lease is unmodified (or if modified, stating the modifications) and in full force and effect, the dates to which rent has been paid, and whether or not Landlord is in default hereunder (and if so, specifying the nature of the default), it being intended that any such statement may be relied upon by a prospective purchaser or mortgagee of Landlord’s interest in the Shopping Center.

24.     Notices. Any notice required or permitted to be given under this Lease must be in writing and will be deemed given (a) on personal delivery during normal business hours, (b) on the fourth business day (i.e., a day on which commercial banks in New York City are required to be open for business) after mailing by registered or certified U.S. mail, postage prepaid, or (c) on the first business day after prepaid deposit with a major overnight courier service that guarantees next-business-day delivery, under circumstances such that the guaranty is applicable, in any case to the appropriate party at such party’s address for notices.  The addresses for notices are as follows:

If to Landlord:                                                                        If to Tenant:




       Attn:                                                                               Attn:                              

with a copy to:                                                                with a copy to:

                                                                                              ABC Realty, LLC



       Attn:                                                                               Attn:                                                      

                                                                                        and a copy to:

                                                                                              any Registered Subtenant, at the address of which Landlord has been notified

Either party may change its address for notices or copies of notices by notice to the other party in accordance with this article. If so requested in writing by any mortgagee or deed of trust beneficiary, Tenant shall deliver or mail a copy of any notice (or specified type of notice) intended for Landlord to such lessor, mortgagee or deed of trust beneficiary.

25.     Brokerage.  Tenant represents and warrants to Landlord that Tenant has not dealt with any broker or finder in connection with this Lease other than Landlord’s broker or leasing agent and                                .  Landlord shall pay any fee or commission due landlord’s broker or leasing agent and any other broker with whom Landlord may have dealt. Tenant shall pay any compensation due any broker or finder with whom Tenant has dealt, subject to any commission-sharing arrangement that may exist between a broker or finder with whom Tenant has dealt and anyone to whom Landlord is obligated.

26.     Attorneys’ Fees.  In any action to enforce or contest any provision of this Lease, or to obtain a declaration of the rights or responsibilities of any party, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred by such party in connection with such action.

27.     Unforeseen Pre-Opening Circumstances.  Tenant may unilaterally terminate this Lease before opening for business under the following circumstances:

(a)     If during the zoning, use or building permit application process, Tenant determines that the costs of construction and general improvement of the Premises will cost more than Tenant had anticipated due to requirements imposed by any governmental agency, including city, county or federal agencies, or

(b)     If during the zoning, use or building permit application process, circumstances which were unforeseen prior to executing the Lease become apparent and in the sole judgment of Tenant make the Premises undesirable, including but not limited to environmental hazards, EPA clean-up requirements or unusual zoning regulations imposed for specific geographic areas,

then in either such case, Tenant may terminate this Lease by notice to Landlord, without penalty.  The provisions of Paragraph 21 shall apply to any termination under this paragraph.

28.     Entire Agreement; No Waiver.  This Lease, the exhibits thereto referred to above, and any addendum thereto signed by both Landlord and Tenant, constitute the final and complete expression of the parties’ agreements with respect to the Premises and Tenant’s occupancy of the Premises.  Each party agrees that it has not relied upon or regarded as binding any prior agreements, negotiations, representations or understandings, whether oral or written, except as expressly set forth herein.  No provision of this Lease may be amended or waived except by written instrument signed by the party to be charged with such amendment or waiver.

29.     Applicable Law.  This Lease shall be construed and enforced in accordance with the internal laws of the state in which the Premises are located.

30.     Force Majeure.  Notwithstanding any other provision of this Lease, neither party shall be in default by reason of such party’s failure to perform an obligation under this Lease if and to the extent such failure is caused by acts of God, civil disorder, strike or other labor unrest, or any other cause beyond the reasonable control of such party, and any time period for performance under this Lease shall be extended by a period equal to the period during which performance is precluded by any such cause or causes.

31.     Severability; Captions.  If any clause or provision of this Lease shall be held invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and there shall be deemed substituted for the affected clause or provision a valid and enforceable clause or provision as similar as possible to the affected clause or provision.  The paragraph and subparagraph captions used in this Lease are included for convenience only, and shall be irrelevant to the construction of any provision of this Lease.

32.     Binding Effect.  The provisions of this Lease shall bind and benefit Landlord and Tenant and their respective heirs, personal representatives, successors and assigns.

33.     Additional Provisions.  Additional provisions of this Lease are set forth in the Addendum, if any, attached hereto.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the dates set forth below their respective signatures, intending it to take effect as of the day and year first mentioned above.

                         LANDLORD:                                                                TENANT:


By                                                                                    By                                                               

     Name:                                                                               Name:                                                     

     Title:                                                                                 Title:                                                       





(Site Plan of Shopping Center Showing Location of Premises)


Marked on the attached site plan is the location within the Shopping Center of the building envelope within which Tenant shall construct its improvements.  The building envelope is the Premises for all purposes under this Lease.  (If more than one location is shown, Tenant shall elect which location it prefers prior to commencement of construction and notify Landlord, whereupon such location shall be the Premises.)  Landlord and Tenant agree that this illustration only approximates the location and the precise location may be slightly different, based upon approval of the local municipality or government authority.  If parking by Tenant or Tenant’s employees is restricted to a particular area or areas, the attached site plan also shows the area(s) in which parking is permitted.





(Illustration of Tenant’s Building)