LEASE AGREEMENT Dated as of June 28, 2004 between WACHOVIA DEVELOPMENT CORPORATION, as Lessor, and UNITED THERAPEUTICS CORPORATION, as Lessee

LEASE AGREEMENT Dated as of June 28, 2004 between WACHOVIA DEVELOPMENT CORPORATION, as Lessor, and UNITED THERAPEUTICS CORPORATION, as Lessee

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Exhibit 99.1

Dated as of June 28, 2004

between

WACHOVIA DEVELOPMENT CORPORATION,
as Lessor,

and

UNITED THERAPEUTICS CORPORATION,
as Lessee

This Lease Agreement is subject to a security interest in favor of Wachovia Bank, National Association, as the agent for the Primary Financing Parties and, respecting the Security Documents, as the agent for the Secured Parties (the “Agent”) under the Security Agreement dated as of June 28, 2004, between Wachovia Development Corporation, as the Borrower and the Agent, as amended, modified, extended, supplemented, restated and/or replaced from time to time in accordance with the applicable provisions thereof. This Lease Agreement has been executed in several counterparts. To the extent, if any, that this Lease Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no security interest in this Lease Agreement may be created through the transfer or possession of any counterpart other than the original counterpart containing the receipt therefor executed by the Agent on the signature page hereof.

TABLE OF CONTENTS


TABLE OF CONTENTS			i
ARTICLE I			1
1.1 Definitions			1
1.2 Interpretation			1
ARTICLE II			2
2.1 Property			2
2.2 Lease Term			2
2.3 Title			3
2.4 Lease Supplement			3
2.5 Lessor Bankruptcy			3
ARTICLE III			3
3.1 Rent			3
3.2 Payment of Basic Rent			4
3.3 Supplemental Rent			4
3.4 Performance on a Non-Business Day			4
3.5 Rent Payment Provisions			4
3.6 Payment to Agent			5
3.7 Ground Lease and Appurtenant Rights			5
ARTICLE IV			5
4.1 Taxes; Utility Charges			5
ARTICLE V			6
5.1 Quiet Enjoyment			6
ARTICLE VI			6
6.1 Net Lease			6
6.2 No Termination or Abatement			7
ARTICLE VII			7
7.1 Ownership of the Property			7
ARTICLE VIII			9
8.1 Condition of the Property			9
8.2 Possession and Use of the Property			9
8.3 Integrated Property			10
ARTICLE IX			11
9.1 Compliance With Legal Requirements, Insurance Requirements and Manufacturer’s Specifications and Standards			11
ARTICLE X			11
10.1 Maintenance and Repair; Return			11
10.2 Environmental Inspection			12
ARTICLE XI			13
11.1 Modifications			13


ARTICLE XII			14
12.1 Warranty of Title			14
ARTICLE XIII			15
13.1 Permitted Contests Other Than in Respect of Indemnities			15
13.2 Impositions, Utility Charges, Other Matters			15
ARTICLE XIV			16
14.1 Public Liability and Workers’ Compensation Insurance			16
14.2 Permanent Hazard and Other Insurance			16
14.3 Coverage			17
14.4 Policies			18
ARTICLE XV			18
15.1 Casualty and Condemnation			18
15.2 Environmental Matters			20
15.3 Notice of Environmental Matters			21
ARTICLE XVI			22
16.1 Termination Upon Certain Events			22
16.2 Procedures			22
ARTICLE XVII			22
17.1 Lease Events of Default			22
17.2 Surrender of Possession			26
17.3 Reletting			27
17.4 Damages			27
17.5 Power of Sale			28
17.6 Final Liquidated Damages			28
17.7 Environmental Costs			29
17.8 Waiver of Certain Rights			29
17.9 Assignment of Rights Under Contracts			29
17.10 Remedies Cumulative			30
17.11 Lessee’s Right to Cure by Purchase of the Property			30
17.12 Limitation Regarding Certain Lease Events of Default			30
ARTICLE XVIII			31
18.1 Lessor’s Right to Cure Lessee’s Lease Defaults			31
ARTICLE XIX			31
19.1 Provisions Relating to Lessee’s Exercise of its Purchase Option			31
19.2 No Purchase or Termination With Respect to Less than All of the Property			31
ARTICLE XX			31
20.1 Purchase Option or Sale Option-General Provisions			31
20.2 Lessee Purchase Option			32
20.3 Third Party Sale Option			33
ARTICLE XXI			33
ARTICLE XXII			34
22.1 Sale Procedure			34


22.2 Application of Proceeds of Sale			36
22.3 Indemnity for Excessive Wear			36
22.4 Appraisal Procedure			36
22.5 Certain Obligations Continue			37
22.6 Post-Expiration Sales			37
22.7 Expenses Incurred by Lessee			38
ARTICLE XXIII			38
23.1 Holding Over			38
ARTICLE XXIV			39
24.1 Risk of Loss			39
ARTICLE XXV			39
25.1 Assignment			39
25.2 Subleases			39
ARTICLE XXVI			41
26.1 No Waiver			41
ARTICLE XXVII			41
27.1 Acceptance of Surrender			41
27.2 No Merger of Title			41
ARTICLE XXVIII			41
ARTICLE XXIX			41
29.1 Notices			41
ARTICLE XXX			42
30.1 Miscellaneous			42
30.2 Amendments and Modifications			42
30.3 Successors and Assigns			42
30.4 Headings and Table of Contents			42
30.5 Counterparts			42
30.6 GOVERNING LAW			42
30.7 Calculation of Rent			42
30.8 Memoranda of Lease and Lease Supplement			43
30.9 Allocations between the Lenders and Lessor			43
30.10 Limitations on Recourse			43
30.11 WAIVERS OF JURY TRIAL			43
30.12 Exercise of Lessor Rights			44
30.13 SUBMISSION TO JURISDICTION; VENUE			44
30.14 USURY SAVINGS PROVISION			44
30.15 Restriction On Collateralization			45

iii

EXHIBITS


EXHIBIT A	-	Lease Supplement No.
EXHIBIT B	-	Memorandum of Lease and Lease Supplement No.

LEASE AGREEMENT

THIS LEASE AGREEMENT dated as of June 28, 2004 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this “Lease”) is between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, as lessor (the “Lessor”), and UNITED THERAPEUTICS CORPORATION, a Delaware corporation, as lessee (the “Lessee”).

W I T N E S S E T H:

A. WHEREAS, subject to the terms and conditions of the Participation Agreement, Lessor will acquire the Property consisting of one or more parcels of Land, Improvements and Equipment (provided, the interest of Lessor in the real estate comprising the Property shall be a ground leasehold interest pursuant to the Ground Lease); and

B. WHEREAS, the Term shall commence with respect to the Property upon the Commencement Date; and

C. WHEREAS, Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, the Property.

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

1.1 Definitions.

For purposes of this Lease, capitalized terms used in this Lease and not otherwise defined herein shall have the meanings assigned to them in Appendix A to that certain Participation Agreement dated as of June 28, 2004 (as amended, modified, extended, supplemented, restated and/or replaced from time to time in accordance with the applicable provisions thereof, the “Participation Agreement”) among Lessee, Lessor, the various financial institutions which are parties thereto from time to time, as Lenders, and Wachovia Bank, National Association, as the agent for the Primary Financing Parties and, respecting the Security Documents, as the agent for the Secured Parties.

1.2 Interpretation.

The rules of usage set forth in Appendix A to the Participation Agreement shall apply to this Lease including without limitation the terms defined in Appendix A to the Participation Agreement and the terms defined in this Lease. Unless otherwise indicated, references in this Lease to

articles, sections, paragraphs, clauses, appendices, schedules and exhibits are to the same contained in this Lease.

ARTICLE II

2.1 Property.

Subject to the terms and conditions hereinafter set forth and contained in the Lease Supplement relating to the Property, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the Property.

2.2 Lease Term.

The initial term of this Lease with respect to the Property (the “Initial Term”) shall begin upon the Commencement Date and shall end six years and eleven months after the Closing Date (the “Initial Term Expiration Date”), unless the Initial Term is earlier terminated. The obligations of the parties under this Lease shall not commence until the Commencement Date. In no event shall the Initial Term exceed six (6) years and eleven (11) months.

To the extent no Lease Default or Lease Event of Default has occurred and is continuing as of the Initial Term Expiration Date or the last day of the immediately preceding Renewal Term, as applicable, Lessee may, not less than three hundred sixty (360) days and no more than seven hundred twenty (720) days prior to the Initial Term Expiration Date or the last day of the first or second (but not the third) Renewal Term, if any, by irrevocable notice to Lessor, the Lenders and the Agent make written request to renew this Lease (and thereby the Expiration Date) for an additional period in each such Renewal Term of five (5) years. Lessor, each Lender and the Agent shall each make a determination, in the absolute and sole discretion of each such party, within ninety (90) days of receiving a request from Lessee to renew the term of this Lease as to whether or not such party will agree to renew the term of this Lease as requested; provided, however, that failure by any such party to make a timely response to Lessee’s request to renew the term of this Lease shall be deemed to constitute a refusal by such party to renew the term of this Lease. In response to a request to renew the term of this Lease, if (a) Lessor, each Lender and the Agent shall each agree to the requested renewal of the term of this Lease by delivering written confirmation of such acceptance of renewal of the term of this Lease to the Agent, Lessee and Lessor, then the Lease shall be renewed and shall expire on the date which is five years after the then current Expiration Date or (b) Lessor, any Lender or the Agent shall refuse (or be deemed to have refused) to agree to the requested extension, then the Term shall not be extended and shall expire on the then current Expiration Date and unless the Lessee properly makes an election pursuant to Section 20.1, the Lessee shall be deemed to have elected the Purchase Option which shall be exercised on the then current Expiration Date. Each Renewal Term, if any, shall commence on the day immediately following the Initial Term Expiration Date or the last day of the first or second Renewal Term, as applicable.

2.3 Title.

The Property is leased to Lessee without any representation or warranty, express or implied, by Lessor and subject to the rights of parties in possession (if any), the state of title (including without limitation the Permitted Liens) existing as of the Commencement Date, and all applicable Legal Requirements. Lessee shall in no event have any recourse against Lessor for any defect in Lessor’s title to the Property or any interest of Lessee therein other than for Lessor Liens.

2.4 Lease Supplement.

On the Closing Date, Lessee and Lessor shall each execute and deliver a Lease Supplement for the Property; provided, the Term shall not commence until the Commencement Date.

2.5 Lessor Bankruptcy.

The parties hereto agree that if Lessee elects to remain in possession of the Property after the rejection of this Lease by Lessor under Section 365(h) of the Bankruptcy Code all of the terms and provisions of this Lease shall be effective during such period of possession by Lessee, including Lessee’s Purchase Option, even if Lessor becomes subject to a case or proceeding under the Bankruptcy Code prior to the exercise by Lessee of such purchase rights.

ARTICLE III

3.1 Rent.

(a) Lessee shall pay Basic Rent in arrears on each Payment Date occurring on or after the Commencement Date.

(b) Basic Rent shall be due and payable in lawful money of the United States and shall be paid by wire transfer of immediately available funds on or before the due date therefor to such account at such bank as Lessor shall from time to time direct.

(c) Lessee’s inability or failure to take possession of all or any portion of the Property when delivered by Lessor, whether or not attributable to any act or omission of Lessor, the Construction Agent, Lessee or any other Person or for any other reason whatsoever, shall not delay or otherwise affect Lessee’s obligation to pay Rent for the Property in accordance with the terms of this Lease.

(d) Lessee shall make all payments of Rent payable to Lessor by wire transfer, such that each such payment is received prior to 11:00 a.m. New York, New York time, on the applicable date for payment of such amount.

3.2 Payment of Basic Rent.

Basic Rent shall be paid absolutely net to Lessor or its designee, so that this Lease shall yield to Lessor the full amount thereof, without setoff, deduction or reduction.

3.3 Supplemental Rent.

Lessee shall pay to the Person entitled thereto any and all Supplemental Rent when and as the same shall become due and payable. All such payments of Supplemental Rent shall be in the full amount thereof, without setoff, deduction or reduction. Lessee shall pay to the appropriate Person, as Supplemental Rent due and owing to such Person, among other things, upon ten (10) Business Days’ prior written notice, any and all payment obligations of Lessee and/or Lessor pursuant to the Operative Agreements (except for amounts payable as Basic Rent, payments made in connection with the satisfaction or removal of Lessor Liens, certain Transaction Expenses funded by Advances pursuant to the Operative Agreements, principal, Interest and Lessor Yield (but only to the extent Interest and Lessor Yield are payable with payments of Basic Rent) due and owing with respect to the Loans or the Lessor Advances, and amounts expressly excluded from indemnification pursuant to Section 11 of the Participation Agreement). The expiration or other termination of Lessee’s obligations to pay Basic Rent hereunder shall not limit or modify the obligations of Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added for nonpayment or late payment of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

3.4 Performance on a Non-Business Day.

If any Basic Rent is required hereunder on a day that is not a Business Day, then such Basic Rent shall be due on the corresponding Payment Date. If any Supplemental Rent is required hereunder on a day that is not a Business Day, then such Supplemental Rent shall be due on the next succeeding Business Day.

3.5 Rent Payment Provisions.

Lessee shall make payment of all Basic Rent and Supplemental Rent when due regardless of whether any of the Operative Agreements pursuant to which same is calculated and is owing shall have been rejected, avoided or disavowed in any bankruptcy or insolvency proceeding involving any of the parties to any of the Operative Agreements. Applicable provisions of the Operative Agreements, including without limitation provisions relating to the payment of Supplemental Rent with the proceeds of Advances pursuant to Section 8.3(d) of the Participation Agreement, and their related definitions are incorporated herein by reference and shall survive any termination, amendment or rejection of any such Operative Agreements.

3.6 Payment to Agent.

The Lessor hereby instructs the Lessee, and the Lessee hereby acknowledges and agrees, that until such time as the Loans and the Lessor Advances are paid in full and the Liens evidenced by the Security Documents (including the Security Agreement and the Mortgage Instrument) have been released (i) any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under this Lease due and owing or payable to any Person shall instead be paid directly to the Agent (excluding Excepted Payments) or as the Agent may direct from time to time for allocation and distribution in accordance with the procedures set forth in Section 8.7 of the Participation Agreement.

3.7 Ground Lease and Appurtenant Rights.

Lessee shall make (or cause to be made) all payments required to be made by Lessor and perform (or cause to be performed) all obligations of Lessor (whether such payment or other obligations are now existing or hereinafter arising) pursuant to the Ground Lease or with respect to any of the Appurtenant Rights, except for any such payment or other obligations which were expressly retained by Lessor pursuant to Section 1 of the Ground Lease.

ARTICLE IV

4.1 Taxes; Utility Charges.

Subject to the terms of Article XIII relating to permitted contests, Lessee shall pay or cause to be paid all Impositions with respect to the Property and/or the use, occupancy, operation, repair, access, maintenance or operation thereof and all charges for electricity, power, gas, oil, water, telephone, sanitary sewer service and all other rents, utilities and operating expenses of any kind or type used in or on the Property during the Term. Upon Lessor’s reasonable written request, Lessee shall provide Lessor from time to time with evidence of all such payments referenced in the foregoing sentence. Lessee shall be entitled to receive any credit or refund with respect to any Imposition or utility charge paid by Lessee. Unless a Lease Event of Default shall have occurred and be continuing, the amount of any credit or refund received by Lessor on account of any Imposition or utility charge paid by Lessee, net of the costs and expenses incurred by Lessor in obtaining such credit or refund, shall be promptly paid over to Lessee. All charges for Impositions or utilities imposed with respect to the Property for a period during which this Lease expires or terminates shall be adjusted and prorated on a daily basis between Lessor and Lessee, and each party shall pay or reimburse the other for such party’s pro rata share thereof.

ARTICLE V

5.1 Quiet Enjoyment.

Subject to the rights of Lessor contained in Sections 17.2 — 17.11 and 20.3 and the other terms of this Lease and the other Operative Agreements and so long as no Lease Event of Default shall have occurred and be continuing, Lessee shall have the right to name the Property for purpose of commercial usage and shall peaceably and quietly have, hold and enjoy the Property for the Term, free of any claim or other action by Lessor or anyone rightfully claiming by, through or under Lessor (other than Lessee) with respect to any matters arising from and after the Commencement Date.

ARTICLE VI

6.1 Net Lease.

This Lease shall constitute a net lease, and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent, nor shall the obligations of Lessee hereunder be affected (except as expressly herein permitted and by performance of the obligations in connection therewith) for any reason whatsoever, including without limitation by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution or other proceeding relating to or affecting any Financing Party, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, quality or fitness for use of the Property or any part thereof; or (m) any other cause or circumstance whether similar or dissimilar to the foregoing and whether or not Lessee shall have notice or knowledge of any of the foregoing. The parties intend that the obligations of Lessee hereunder shall be covenants, agreements and obligations that are separate and independent from any obligations of Lessor hereunder and shall continue unaffected unless such covenants, agreements and obligations shall have been modified or terminated in accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have been specifically reviewed and subjected to negotiation.

6.2 No Termination or Abatement.

Lessee shall remain obligated under this Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting any Person or any Governmental Authority, or any action with respect to this Lease or any Operative Agreement which may be taken by any trustee, receiver or liquidator of any Person or any Governmental Authority or by any court with respect to any Person, or any Governmental Authority. Lessee hereby waives all right (a) to terminate or surrender this Lease (except as permitted under the terms of the Operative Agreements) or (b) to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim or defense (other than payment in full) with respect to any Rent. Lessee shall remain obligated under this Lease in accordance with its terms and Lessee hereby waives any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by all of the terms and conditions contained in this Lease.

ARTICLE VII

7.1 Ownership of the Property.

(a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an “operating lease” pursuant to Statement of Financial Accounting Standards No. 13, as amended, (B) Lessor will be the owner and lessor of the Property and (C) Lessee will be the lessee of the Property, but (ii) for federal and all state and local income tax purposes, and for all bankruptcy purposes (including the substantive law upon which bankruptcy proceedings are based), (A) this Lease will be treated as a financing arrangement and (B) Lessee will be treated as the owner of the Property and will be entitled to all tax benefits ordinarily available to owners of property similar to the Property for such tax purposes. Notwithstanding the foregoing, neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the foregoing treatments under applicable accounting rules, tax, bankruptcy or under any other set of rules. Lessee shall claim the cost recovery deductions associated with the Property, and Lessor shall not, unless prohibited by Law, take on its tax return a position inconsistent with Lessee’s claim of such deductions. It is the further intent of Lessor and Lessee that this Lease and the transaction evidenced by the Operative Agreements conform with and satisfy the requirements of, to the extent applicable, FASB Interpretation No. 46, Emerging Issues Task Force, 1997\Issue 97-1 and Emerging Issues Task Force, 1997\Issue 97-10.

(b) In order to secure all Obligations (subject to the provisos to this sentence), Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of the Secured Parties, a first priority security interest in and lien on all Lessee Personal Property Collateral and irrevocably grants and conveys unto Xxx Xxxxxxxx Xxxxxxx, as trustee (“Trustee”), with the POWER OF SALE for the benefit of

Lessor (on behalf of the Secured Parties), all Lessee Real Property Collateral TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto, as to Trustee, and her successors or substitutes in this trust, to her or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth; provided, however, the total principal amount of the Obligations (including without limitation any and all future advances) may increase or decrease from time to time; provided, further, that the aggregate principal of the Obligations (including without limitation any and all future advances) secured hereby (which includes all current and future Obligations) shall not exceed at any one time the amount of THIRTY-TWO MILLION AND NO/100 DOLLARS ($32,000,000.00), plus interest and yield thereon, and other amounts, payments and premiums due on account thereof, and all other Obligations owing to the Secured Parties payable pursuant to or secured by the Operative Agreements. Lessor and Lessee further intend and agree that, for the purpose of securing the Obligations (subject to the provisos to this sentence), (i) this Agreement shall be a security agreement personal property financing statement and fixture financing statement within the meaning of Article 9 of the applicable Uniform Commercial Code respecting the Lessee Personal Property Collateral and an irrevocable grant unto the Trustee of the Lessee Real Property Collateral and (ii) notifications given to Persons holding any Lessee Personal Property Collateral or Lessee Real Property Collateral, and acknowledgments, receipts or confirmations of such notifications from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such liens, security interests and deeds of trust to the extent such notifications are effective under applicable law; provided, however, the total principal amount of the Obligations (including without limitation any and all future advances) may increase or decrease from time to time; provided, further, that the aggregate principal of the Obligations (including without limitation any and all future advances) secured hereby (which includes all current and future Obligations) shall not exceed at any one time the amount of THIRTY-TWO MILLION AND NO/100 DOLLARS ($32,000,000.00), plus interest and yield thereon, and other amounts, payments and premiums due on account thereof, and all other Obligations owing to the Secured Parties payable pursuant to or secured by the Operative Agreements. Lessee shall promptly take such actions as necessary (including without limitation the filing of Primary Financing Party Financing Statements and the various other filings reasonably requested by Lessor) to ensure that the liens, security interests and deeds of trust in the Lessee Personal Property Collateral and Lessee Real Property Collateral granted by this Section 7.1(b) shall be perfected liens, security interests or deeds of trust of first priority (subject only to Permitted Liens and Lessor Liens) under applicable law and will be maintained as such throughout the term of this Agreement. To the extent this Lease shall act as a deed of trust (rather than a lease), the provisions of the Lease Addendum-Deed of Trust attached hereto shall also apply; provided, in the event of a conflict, the terms of this Lease or the Lease Addendum-Deed of Trust, as the case may be, which provide the most expansive rights to Lessor shall govern.

ARTICLE VIII

8.1 Condition of the Property.

LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PROPERTY “AS-IS WHERE-IS” WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR (EXCEPT THAT LESSOR SHALL KEEP THE PROPERTY FREE AND CLEAR OF LESSOR LIENS) AND IN EACH CASE SUBJECT TO (A) THE STATE OF TITLE EXISTING AS OF THE COMMENCEMENT DATE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF (IF ANY), (C) ANY STATE OF FACTS REGARDING ITS PHYSICAL CONDITION OR WHICH AN ACCURATE SURVEY MIGHT SHOW, (D) ALL APPLICABLE LEGAL REQUIREMENTS AND (E) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE HEREOF AND/OR THE DATE OF THE APPLICABLE LEASE SUPPLEMENT. NEITHER LESSOR NOR THE AGENT NOR ANY OTHER FINANCING PARTY HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) (EXCEPT THAT LESSOR SHALL KEEP THE PROPERTY FREE AND CLEAR OF LESSOR LIENS) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF), AND NEITHER LESSOR NOR THE AGENT NOR ANY OTHER FINANCING PARTY SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. LESSEE HAS OR PRIOR TO THE COMMENCEMENT DATE WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE PROPERTY AND THE IMPROVEMENTS THEREON (IF ANY), IS OR WILL BE (INSOFAR AS LESSOR, THE AGENT AND EACH OTHER FINANCING PARTY ARE CONCERNED) SATISFIED WITH THE RESULTS OF ITS INSPECTIONS AND IS ENTERING INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS OF ITS OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, AS BETWEEN LESSOR, THE AGENT AND THE OTHER FINANCING PARTIES, ON THE ONE HAND, AND LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY LESSEE.

8.2 Possession and Use of the Property.

(a) At all times during the Term with respect to the Property, the Property shall be a Permitted Facility and shall be used by Lessee in the ordinary course of its business (recognizing that use in the ordinary course of business may not necessarily require continuous operations due to the nature of the drug approval process by the appropriate Government Authorities). Lessee shall pay, or cause to be paid during the Term, all charges and costs required in connection with the use of the Property as

contemplated by this Lease. Lessee shall not commit or permit any physical waste of the Property or any part thereof.

(b) As of the Commencement Date, the address stated in Section 6.2(i) of the Participation Agreement is the principal place of business and chief executive office of Lessee (as such terms are used in the Uniform Commercial Code) and its location of jurisdiction (as such term is used in the Uniform Commercial Code of any applicable jurisdiction) is Delaware. Lessee will provide Lessor with prior written notice of any change of location of its principal place of business, the location of its chief executive office or the location of its jurisdiction of organization. Regarding the Property, the Lease Supplement shall correctly identify the initial location of the related Equipment (if any) and Improvements (if any) and contain an accurate legal description for the related parcel of Land and describe the Appurtenant Rights. The Equipment and Improvements respecting the Property will be located only at the location identified in the Lease Supplement.

(c) Lessee will not attach or incorporate any item of Equipment to or in any other item of equipment or personal property, or to or in any real property, in a manner that could give rise to the assertion of any Lien on such item of Equipment by reason of such attachment or the assertion of a claim that such item of Equipment has become a fixture and is subject to a Lien in favor of a third party that is prior to the Liens thereon created by the Operative Agreements.

(d) As of the Commencement Date, the entire Property (and each component thereof), Equipment, Improvements and Land shall be deemed to have been accepted by Lessee for all purposes of this Lease and to be subject to this Lease.

(e) At all times during the Term, Lessee will comply with all obligations under and (to the extent no Lease Event of Default exists and provided that any such exercise of rights and remedies hereinafter referred to will not impair the value, utility or remaining useful life of the Property to such a degree as to constitute an impairment of the value, utility or remaining useful life of the Property in excess of ten percent (10%) from that which existed immediately prior to such exercise of rights or remedies by Lessee) shall be permitted to exercise all rights and remedies under all operation and easement agreements and related or similar agreements applicable to the Property.

8.3 Integrated Property.

On the Commencement Date, Lessee shall, at its sole cost and expense, cause the Property, to constitute (and for the duration of the Term shall continue to constitute) all of the equipment, facilities, rights, personal property and real property necessary or appropriate for immediate occupancy.

ARTICLE IX

9.1 Compliance With Legal Requirements, Insurance Requirements and Manufacturer’s Specifications and Standards.

Subject to the terms of Article XIII relating to permitted contests, Lessee, at its sole cost and expense, shall (a) comply with all applicable Legal Requirements (including without limitation all Environmental Laws) and all Insurance Requirements relating to the Property, (b) procure, maintain and comply with all licenses, permits, orders, approvals, consents and other authorizations required for the use, operation, maintenance, repair, refurbishment and restoration of the Property, and (c) comply with all manufacturer’s specifications and standards, including without limitation for the use, operation, maintenance, repair, refurbishment and restoration of the Property, whether or not compliance therewith shall require structural or extraordinary changes in the Property or interfere with the use and enjoyment of the Property unless the failure to procure, maintain and comply with such items identified in subparagraphs (a), (b) and (c), individually or in the aggregate, shall not and could not reasonably be expected to have a Material Adverse Effect. Lessor agrees to take such actions as may be reasonably requested by Lessee in connection with the compliance by Lessee of its obligations under this Section 9.1.

ARTICLE X

10.1 Maintenance and Repair; Return.

(a) Lessee, at its sole cost and expense, shall maintain the Property in the repair and condition as existed as of the Completion Date (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof, of every kind and nature whatsoever, whether interior or exterior, ordinary or extraordinary, structural or nonstructural or foreseen or unforeseen, in each case as required by Section 9.1 and on a basis consistent with the operation and maintenance of Lessee’s properties or equipment comparable in type and function to the Property, such that the Property is capable of being immediately utilized by a third party and in compliance with standard industry practice, subject, however, to the provisions of Article XV with respect to Casualty and Condemnation.

(b) Lessee shall not use or locate any component of the Property outside of Xxxxxxxxxx County, Maryland. Lessee shall not move or relocate any component of the Property beyond the boundaries of the Land (comprising part of the Property) described in the Lease Supplement, except for the temporary removal of Equipment and other personal property for repair or replacement and except as otherwise permitted with respect to Modifications or pursuant to Section 10.1(c).

(c) If any component of the Property becomes worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such component with a replacement component which is free and clear of all Liens (other than Permitted Liens and Lessor

Liens) and has a value, utility and useful life at least equal to the component replaced (assuming the component replaced had been maintained and repaired in accordance with the requirements of this Lease).

(d) [Reserved].

(e) Lessee shall cause to be delivered to Lessor (at Lessee’s sole expense) one (1) or more additional Appraisals (or reappraisals or updates of prior Appraisals of the Property) as Lessor may request if and to the extent any of the Agent or any Primary Financing Party is required pursuant to any applicable Legal Requirement to obtain such Appraisals (or reappraisals or updates of prior Appraisals) and upon the occurrence of any Lease Event of Default.

(f) Lessor shall under no circumstances be required to build any improvements or install any equipment on the Property, make any repairs, replacements, alterations or renewals of any nature or description to the Property, make any expenditure whatsoever in connection with this Lease or maintain the Property in any way. Lessor shall not be required to maintain, repair or rebuild all or any part of the Property, and Lessee waives the right to (i) require Lessor to maintain, repair, or rebuild all or any part of the Property, or (ii) make repairs at the expense of Lessor pursuant to any Legal Requirement, Insurance Requirement, contract, agreement, covenant, condition or restriction at any time in effect.

(g) Lessee shall, upon the expiration or earlier termination of this Lease, if Lessee shall not have exercised its Purchase Option with respect to the Property and purchased the Property, surrender the Property (i) to Lessor pursuant to the exercise of the applicable remedies upon the occurrence and continuance of a Lease Event of Default or (ii) pursuant to the second paragraph of Section 22.1(a) hereof, to Lessor or the third party purchaser, as the case may be, subject to Lessee’s obligations under this Lease (including without limitation the obligations of Lessee at the time of such surrender under Sections 9.1, 10.1(a) through (f), 10.2, 11.1, 12.1, 22.1 and 23.1).

10.2 Environmental Inspection.

If Lessee has not given notice of exercise of its Purchase Option on the Expiration Date pursuant to Section 20.1 or for whatever reason Lessee does not elect (for itself or its designee) to purchase the Property in accordance with the terms of this Lease, then not more than one hundred eighty (180) days nor less than sixty (60) days prior to the Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment recently prepared (no more than thirty (30) days prior to the date of delivery) by an independent recognized professional reasonably acceptable to Lessor, and in form, scope and content reasonably satisfactory to Lessor.

ARTICLE XI

11.1 Modifications.

(a) Lessee at its sole cost and expense, at any time and from time to time without the consent of Lessor may make modifications, alterations, renovations, improvements and additions to the Property or any part thereof and substitutions and replacements therefor (collectively, “Modifications”), and Lessee shall make any and all Modifications required to be made (subject to Section 9.1) pursuant to all Legal Requirements, Insurance Requirements and manufacturer’s specifications and standards (unless the failure to make any such Modifications in order to comply with manufacturer’s specifications and standards will not reasonably be expected to result in a Material Adverse Effect); provided, that: (i) unless required by any Legal Requirements, Insurance Requirements or manufacturer’s specifications and standards, no Modification shall materially impair the value, utility or useful life of the Property from that which existed immediately prior to such Modification (assuming the Property has been maintained and repaired in accordance with the requirements of this Lease); (ii) each Modification shall be done expeditiously and in a good and workmanlike manner; (iii) no Modification shall materially and adversely affect the structural integrity of the Property; (iv) to the extent required by Section 14.2(a), Lessee shall maintain builders’ risk insurance at all times when a Modification is in progress; (v) subject to the terms of Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to any Modification; (vi) each Modification shall comply with the requirements of this Lease (including without limitation Sections 8.2 and 10.1); and (vii) no Improvement shall be demolished or otherwise rendered unfit for use unless Lessee shall finance the proposed replacement Modification outside of this lease facility and without granting a lien to such financing party in such replacement Modification and such replacement Modification shall not reasonably be expected to cause a Material Adverse Effect; provided, further, Lessee shall not make any Modification (unless required by any Legal Requirement, Insurance Requirement or manufacturer’s specifications and standards) to the extent any such Modification, individually or in the aggregate, shall or could reasonably be expected to have a Material Adverse Effect. Except as referenced in the next sentence, all Modifications shall immediately and without further action upon their incorporation into the Property (1) become property of Lessor, (2) be subject to this Lease and (3) be titled in the name of Lessor. Lessee shall not remove or attempt to remove any Modification titled to Lessor from the Property, except as set forth in Section 10.1. Modifications which meet all, but not less than all, of the following criteria set forth in subsections (x), (y) and (z) shall be property of Lessee, shall not be subject to this Lease and shall be titled in name of Lessee: (x) each such Modification that is not required to be made pursuant to any Legal Requirement, any Insurance Requirement or any manufacturer’s specification or standard; (y) each such Modification that is not financed pursuant to the Operative Agreements and is not made as a replacement of any component of the Property; and (z) each such Modification that may be removed without causing material damage to or material diminution in the Fair Market Sales Value of the Property. Prior to the Initial Term Expiration Date, Lessee may remove each such Modification which is the property

of Lessee in accordance with the previous sentence; provided, if Lessee fails to remove any such Modification which is the property of Lessee prior to the Initial Term Expiration Date, then title to such Modification shall revert to Lessor. Lessee, at its own cost and expense, will pay for the repairs of any damage to the Property caused by the removal or attempted removal of any Modification.

(b) [Reserved].

(c) At the request of Lessee, Lessor shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in connection with any application for permits, licenses, consents, approvals, entitlements and other authorizations required for any such Modification, and, if reasonably requested by Lessee, shall join as a party therein; provided, that all costs and expenses actually incurred by Lessor shall be payable by Lessee and all obligations in connection therewith shall be the responsibility of Lessor.

ARTICLE XII

12.1 Warranty of Title.

(a) Lessee hereby acknowledges and shall cause title in the Property (including without limitation all Equipment, all Improvements, all replacement components to the Property and all Modifications) immediately and without further action to vest in and be the property of Lessor and to be subject to the terms of this Lease from and after the Commencement Date or such date of incorporation into the Property. Lessee agrees that, subject to the terms of Article XIII relating to permitted contests, Lessee shall not directly or indirectly create or allow to remain, and shall promptly discharge at its sole cost and expense, any Lien, defect, attachment, levy, title retention agreement or claim upon the Property, any component thereof or any Modifications or any Lien, attachment, levy or claim with respect to the Rent or with respect to any amounts held by Lessor, the Agent or any other Financing Party pursuant to any Operative Agreement, other than Permitted Liens and Lessor Liens. Lessee shall promptly notify Lessor in the event it receives actual knowledge that a Lien other than a Permitted Lien or Lessor Lien has occurred with respect to the Property, the Rent or any other such amounts, and Lessee represents and warrants to, and covenants with, Lessor that the Liens in favor of Lessor and/or the Agent created by the Operative Agreements are (and until the Financing Parties under the Operative Agreements have been paid in full shall remain) first priority Liens subject only to Permitted Liens and Lessor Liens. At all times subsequent to the Commencement Date, Lessee shall (i) cause a valid, perfected, first priority Lien (subject to Permitted Liens and Lessor Liens) on the Property pursuant to this Lease to be in place in favor of the Agent (for the benefit of the Secured Parties) and (ii) file, or cause to be filed, all necessary documents under the applicable real property law and Article 9 of the Uniform Commercial Code to perfect such title and Liens.

(b) Subject to Section 11.1(b), nothing contained in this Lease shall be construed as constituting the consent or request of Lessor or Agent, expressed or implied, to or for the performance by any contractor, mechanic, laborer, materialman, supplier or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Property or any part thereof. NOTICE IS HEREBY GIVEN THAT NEITHER LESSOR NOR THE AGENT IS AND NEITHER SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PROPERTY OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR OR THE AGENT IN AND TO THE PROPERTY.

ARTICLE XIII

13.1 Permitted Contests Other Than in Respect of Indemnities.

Except to the extent otherwise provided for in Section 11 of the Participation Agreement, Lessee, on its own or on Lessor’s behalf but at Lessee’s sole cost and expense, may contest, by appropriate administrative or judicial proceedings or arbitration proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Legal Requirement, Imposition or utility charge payable pursuant to Section 4.1 or 13.2 or any of the matters described in Section 9.1(b) or any Lien, attachment, levy, encumbrance or encroachment and Lessor agrees not to pay, settle or otherwise compromise any such item, provided, that (a) the commencement and continuation of such proceedings shall suspend the collection of any such contested amount from, and suspend the enforcement thereof against, the Property, the Lessor, the Agent and each other Financing Party; (b) there shall not be imposed a Lien (other than Permitted Liens and Lessor Liens) on the Property that would subject any part of the Property or any Rent to a material risk of being sold, forfeited, lost or deferred or a material reduction in value; (c) at no time during the permitted contest shall there be a risk of the imposition of criminal liability or material civil liability on the Agent or any other Financing Party for failure to comply therewith; and (d) in the event that, at any time, there shall be a material risk of extending the application of such item beyond the end of the Term, then Lessee shall deliver to Lessor, the Agent and each other Financing Party an Officer’s Certificate certifying as to the matters set forth in clauses (a), (b) and (c) of this Section 13.1. Lessor shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in connection with any such contest and, if reasonably requested by Lessee, shall join as a party therein; provided, that all reasonable costs and expenses actually incurred by Lessor shall be payable by Lessee.

13.2 Impositions, Utility Charges, Other Matters.

Except with respect to Impositions, Legal Requirements, utility charges and such other matters referenced in Section 13.1 which are the subject of ongoing proceedings contesting the same in a manner consistent with the requirements of Section 13.1, Lessee shall cause all

Impositions, Legal Requirements, utility charges and such other matters to be timely complied with, paid, settled or compromised, as appropriate, with respect to the Property.

ARTICLE XIV

14.1 Public Liability and Workers’ Compensation Insurance.

During the Term, Lessee shall procure and carry, at Lessee’s sole cost and expense, commercial general liability and umbrella liability insurance for claims for injuries or death sustained by persons or damage to property while on the Property or respecting the Equipment and such other public liability coverages as are then customarily carried by similarly situated companies conducting business similar to that conducted by Lessee in the same geographic region. Such insurance shall be on terms and in amounts that are no less favorable than insurance maintained by Lessee with respect to similar properties and equipment that it owns and are then carried by similarly situated companies conducting business similar to that conducted by Lessee, and in no event shall have a minimum combined single limit per occurrence coverage (i) for commercial general liability of less than $1,000,000 and (ii) for umbrella liability of less than $10,000,000. The policies shall name Lessee as the insured and shall be endorsed to name the Agent and each other Financing Party as additional insureds. The policies shall also specifically provide that such policies shall be considered primary insurance which shall apply to any loss or claim arising in connection with the Property before any contribution by any insurance which the Agent or any other Financing Party may have in force. In the operation of the Property, Lessee shall comply with applicable workers’ compensation laws and protect the Agent and each other Financing Party against any liability under such laws.

14.2 Permanent Hazard and Other Insurance.

(a) During the Term, Lessee shall keep the Property insured against all risk of physical loss or damage by fire and other risks covered under an all risk, extended coverage or “special form” policy of insurance and shall maintain builders’ risk insurance during construction of any Improvements or Modifications in each case in amounts no less than the Termination Value from time to time and on terms that (i) are no less favorable than insurance covering other similar properties owned by Lessee and (ii) are then carried by similarly situated companies conducting business similar to that conducted by Lessee. The policies shall name Lessee as the insured and shall be endorsed to name Lessor and the Agent (on behalf of the Secured Parties) as mortgagees and loss payees, as their interests may appear; provided, so long as no Lease Event of Default exists, any and all losses shall be adjusted by Lessee, and any loss payable under the insurance policies required by this Section for losses up to $1,000,000 will be paid to Lessee.

(b) If, during the Term with respect to the Property the area in which the Property is located is designated a “flood-prone” area pursuant to the Flood Disaster Protection Act of 1973, or any amendments or supplements thereto or is in a zone designated A or V, then Lessee shall comply with the National Flood Insurance Program

as set forth in the Flood Disaster Protection Act of 1973. In addition, Lessee will fully comply with the requirements of the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as each may be amended from time to time, and with any other Legal Requirement, concerning flood insurance to the extent that it applies to the Property. During the Term, Lessee shall comply with workers’ compensation laws applicable to Lessee and protect the Agent and each other Financing Party against any liability under such laws.

14.3 Coverage.

(a) As of the date of this Lease and annually thereafter during the Term, Lessee shall furnish the Agent (on behalf of each other Financing Party and the other beneficiaries of such insurance coverage) with certificates, in form and substance reasonably satisfactory to Agent, prepared by the insurers or insurance broker of Lessee showing the insurance required under Sections 14.1 and 14.2 to be in effect, naming (to the extent of their respective interests) the Agent and each other Financing Party as additional insureds (in the case of liability insurance) and the Lessor and the Agent (on behalf of the Secured Parties) as mortgagees and loss payees (in the case of property/hazard, builders’ risk and flood insurance) and evidencing the other requirements of this Article XIV. All such insurance shall be at the cost and expense of Lessee and provided by nationally recognized, financially sound insurance companies having an A or better rating by A.M. Best’s Key Rating Guide and a rating by S&P or Xxxxx’x of A or A2, respectively, or better. Lessee shall cause such certificates to include a provision for ten (10) days’ advance written notice by the insurer to the Agent (on behalf of Lessor, each other Financing Party and the other beneficiaries of such insurance coverage) in the event of cancellation or material alteration of such insurance. If a Lease Event of Default has occurred and is continuing and the Agent (on behalf of any of the Financing Parties) so requests, Lessee shall deliver to the Agent (on behalf of the Financing Parties) copies of all insurance policies required by Sections 14.1 and 14.2.

(b) Lessee agrees that the insurance policy or policies required by Sections 14.1, 14.2(a) and 14.2(b) shall include an appropriate clause pursuant to which any such policy shall provide that it will not be invalidated with respect to the rights of the Agent or any other Financing Party should Lessee or any contractor, as the case may be, have waived any or all rights of recovery against any party for losses covered by such policy or due to any breach of warranty, fraud, action, inaction or misrepresentation by Lessee or any Person acting on behalf of Lessee. Lessee hereby waives any and all such rights against the Agent and each other Financing Party to the extent of payments made to any such Person under any such policy.

(c) Lessee shall not carry separate insurance concurrent in kind or form or contributing in the event of loss with any insurance required under this Article XIV. Lessor shall not carry separate property damage insurance concurrent in kind or form or contributing in the event of loss with any property damage insurance required under this Article XIV.

(d) Lessee shall pay as they become due all premiums for the insurance required by Section 14.1 and Section 14.2, shall renew or replace each policy prior to the expiration date thereof or otherwise maintain the coverage required by such Sections without any lapse in coverage.

14.4 Policies.

All insurance required by this Article XIV may be provided under (i) an individual policy covering the Property, (ii) a blanket policy or policies which includes other liabilities, properties and locations of Lessee, (iii) an increased coverage or “umbrella policy” provided and utilized to increase the coverage provided by individual or blanket policies in lower amounts (provided the aggregate limits of liability shall comply with the provisions of this Article XIV) or (iv) a combination of any of the foregoing insurance programs.

ARTICLE XV

15.1 Casualty and Condemnation.

(a) Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, or is obligated to deliver or is deemed to have delivered, a Termination Notice), and prior to the occurrence and continuation of a Lease Default or a Lease Event of Default, Lessee shall be entitled to receive (and Lessor hereby irrevocably assigns to Lessee all of Lessor’s right, title and interest in) any condemnation proceeds, award, compensation or insurance proceeds under Sections 14.2(a) or 14.2(b) hereof to which Lessee or Lessor may become entitled by reason of their respective interests in the Property (i) if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to the Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Default or Lease Event of Default shall have occurred and be continuing or if such condemnation proceeds, award, compensation or insurance proceeds shall exceed $1,000,000, then such condemnation proceeds, award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor and held in accordance with the terms of this Article XV. All such amounts in excess of $1,000,000 held by Lessor hereunder on account of any condemnation proceeds, award, compensation or insurance proceeds either paid directly to Lessor or turned over to Lessor shall be held, subject to the terms of this Article XV, as security for the performance of Lessee’s obligations hereunder and under the other Operative Agreements and when such Lease Defaults have been cured within the applicable cure periods expressly stated herein or such Lease Defaults or Lease Events of Default have otherwise been waived by Lessor, all amounts held by Lessor shall be paid over to Lessee.

(b) Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee’s

reasonable request, and at Lessee’s sole cost and expense, Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment.

(c) If Lessee shall receive notice of a Casualty or a Condemnation of the Property or any interest therein where damage to the Property is estimated to equal or exceed twenty-five percent (25%) of the Property Cost, Lessee shall give notice thereof to Lessor promptly after Lessee’s receipt of such notice. In the event such a Casualty or Condemnation occurs (regardless of whether Lessee gives notice thereof), then Lessee shall be deemed to have delivered a Termination Notice to Lessor and the provisions of Sections 16.1 and 16.2 shall apply.

(d) In the event of a Casualty or a Condemnation (regardless of whether notice thereof must be given pursuant to paragraph (c)), this Lease shall terminate with respect to the Property in accordance with Section 16.1 if Lessee, within thirty (30) days after such occurrence, delivers to Lessor a notice to such effect.

(e) If pursuant to this Section 15.1 this Lease shall continue in full force and effect following a Casualty or Condemnation with respect to the Property, Lessee (subject to reimbursement in accordance with Section 15.1(a)) shall, at its sole cost and expense (and, unless a Lease Default or Lease Event of Default shall have occurred and be continuing, using the proceeds of any award, compensation or insurance with respect to such Casualty or Condemnation, including without limitation any such condemnation proceeds, award, compensation or insurance which has been received by Lessor or the Agent; provided, prior to Lessee using any such proceeds of any award, compensation or insurance and prior to the payment of the same from Lessor to Lessee, Lessee must give Lessor reasonable evidence of the applicable restoration and repair work regarding the Property), promptly and diligently repair any damage to the Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1, using the as-built plans and specifications or manufacturer’s specifications for the applicable Improvements, Equipment or other components of the Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Legal Requirements), so as to restore the Property to the same or a greater remaining economic value, useful life, utility, condition, operation and function as existed immediately prior to such Casualty or Condemnation (assuming all maintenance and repair standards have been satisfied). In such event, title to the Property shall remain with Lessor.

If any Lease Default or Lease Event of Default has occurred and is continuing and any Loans, Lessor Advances or other amounts are due and owing to any Financing Party pursuant to the Operative Agreements, Lessee shall promptly (and in any event within three (3) Business Days of the date Lessee receives any such amount) pay Lessor any award, compensation or insurance proceeds received on account of any Casualty or Condemnation with respect to the Property and any Excess Proceeds. All such awards, compensation, insurance proceeds and Excess Proceeds shall be held as security for the

performance of Lessee’s obligations hereunder and under the other Operative Agreements and applied to such obligations upon the exercise of remedies in connection with the occurrence of a Lease Event of Default.

(f) In no event shall a Casualty or Condemnation affect Lessee’s obligations to pay Rent pursuant to Article III.

(g) Notwithstanding anything to the contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term a Casualty occurs with respect to the Property or Lessee receives notice of a Condemnation with respect to the Property, and following such Casualty or Condemnation, the Property cannot reasonably be restored, repaired or replaced on or before the day one hundred eighty (180) days prior to the end of the Term or the date nine (9) months after the occurrence of such Casualty or Condemnation (if such Casualty or Condemnation occurs during the Term) to the same or a greater remaining economic value, useful life, utility, condition, operation and function as existed immediately prior to such Casualty or Condemnation (assuming all maintenance and repair standards have been satisfied) or on or before such day the Property is not in fact so restored, repaired or replaced, then Lessee shall be required to exercise its Purchase Option for the Property on the next Payment Date (notwithstanding the limits on such exercise contained in Section 20.2) and pay Lessor the Termination Value for the Property. If a Lease Default or a Lease Event of Default has occurred and is continuing and any Loans, Lessor Advance or other amounts are owing with respect thereto, then any Excess Proceeds (to the extent of any such Loans, Lessor Advance or other amounts owing with respect thereto) shall be paid to Lessor, held as security for the performance of Lessee’s obligations hereunder and under the other Operative Agreements and applied to such obligations upon the exercise of remedies in connection with the occurrence of a Lease Event of Default, with the remainder of such Excess Proceeds in excess of such Loans, Lessor Advance and other amounts owing with respect thereto being distributed to the Lessee.

15.2 Environmental Matters.

Promptly upon Lessee’s actual knowledge of the presence of Hazardous Substances in any portion of the Property in concentrations and conditions that constitute an Environmental Violation and which, in the reasonable opinion of Lessee, the cost to undertake any legally required response, clean up, remedial or other action will or might result in a cost to Lessee of more than $50,000, Lessee shall notify Lessor in writing of such condition. In the event of any Environmental Violation (regardless of whether notice thereof must be given), Lessee shall, not later than thirty (30) days after Lessee has actual knowledge of such Environmental Violation, either deliver to Lessor a Termination Notice with respect to the Property pursuant to Section 16.1, if applicable, or, at Lessee’s sole cost and expense (subject to Section 17.1(i)), promptly during such thirty (30) day period deliver to Lessor notice of intention to remediate, and thereafter promptly and diligently undertake and complete any response, clean up, remedial or other action (including without limitation the pursuit by Lessee of appropriate action against any off-site or third party source for contamination) necessary to remove, cleanup or remediate the Environmental Violation in compliance with all Environmental Laws. (Lessor acknowledges

that (i) the reporting of a Release of any Hazardous Substance from any off-site point source, not caused in any way by Lessee, to the applicable governmental authorities or (ii) the commencement and prosecution of appropriate legal proceedings with a governmental agency or court of competent jurisdiction and the diligent prosecution of such proceedings as a result of such Release shall, in the case of (i) or (ii) above, fulfill (subject to the provisos to this sentence) Lessee’s obligations contained in the immediately preceding sentence if Lessee does not tender a Termination Notice to Lessor; provided, however, that (x) in the case of the foregoing (i) above, if Lessee does not cause the diligent completion of any response, clean-up, remedial or other action necessary to remove, clean-up or remediate the Environmental Violation in accordance with all Environmental Laws prior to the earlier of the one year anniversary of the reporting of such Release and any sale of the Property in accordance with the terms of the Operative Agreements, then Lessee shall fulfill its obligations as set forth in the preceding sentence and (y) in the case of the foregoing (ii) above, if Lessee does not substantially prevail in such prosecution and cause the diligent completion of any response, clean-up, remedial or other action necessary to remove, clean-up or remediate the Environmental Violation in accordance with all Environmental Laws prior to the earlier of the one year anniversary of the commencement of such appropriate legal proceedings and any sale of the Property in accordance with the terms of the Operative Agreements, then Lessee shall fulfill its obligations as set forth in the preceding sentence; provided, further, the provisions of this sentence shall not absolve Lessee of its obligation to deliver to Lessor a Phase I environmental site assessment and purchase the Property pursuant to the following provisions of this Section 15.2). Any such undertaking shall be timely completed in accordance with prudent industry standards. If Lessee does not deliver a Termination Notice with respect to the Property pursuant to Section 16.1, Lessee shall, upon completion of remedial action by Lessee, cause to be prepared by a reputable environmental consultant reasonably acceptable to Agent a report describing the Environmental Violation and the actions taken by Lessee (or its agents) in response to such Environmental Violation, and a statement by the consultant that the Environmental Violation has been remedied in compliance with applicable Environmental Law. Not less than sixty (60) days and not more than one hundred eighty (180) days prior to any time that Lessee elects to cease operations with respect to the Property or to re-market the Property pursuant to the Sale Option pursuant to Section 20.1 hereof or pursuant to any other provision of any Operative Agreement, Lessee at its expense shall cause to be delivered to Agent a Phase I environmental site assessment (or an update of a prior Phase I environmental site assessment) respecting the Property recently prepared or updated (no more than thirty (30) days prior to the date of delivery) by an independent recognized professional acceptable to Agent in its reasonable discretion and in form, scope and content satisfactory to Agent in its reasonable discretion. If Lessee fails to comply with the foregoing obligation regarding the Phase I environmental site assessment, Lessee shall be obligated to purchase the Property for its Termination Value and shall not be permitted to exercise (and Lessor shall have no obligation to honor any such exercise) any rights under any Operative Agreement regarding a sale of the Property to a Person other than Lessee or any Affiliate or other designee of Lessee.

15.3 Notice of Environmental Matters.

Promptly, but in any event within fifteen (15) days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written notice of any pending or threatened

claim, action or proceeding involving any Environmental Law or any Release on or in connection with the Property. All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee’s proposed response thereto. In addition, Lessee shall provide to Lessor, within ten (10) days of receipt, copies of all material written communications with any Governmental Authority relating to any Environmental Law in connection with the Property. Lessee shall also promptly provide such detailed reports of any such material environmental claims as may reasonably be requested by Lessor.

ARTICLE XVI

16.1 Termination Upon Certain Events.

If Lessee has delivered, or is deemed to have delivered, written notice of a termination of this Lease to Lessor in the form described in Section 16.2(a) (a “Termination Notice”) pursuant to the provisions of this Lease, then following the applicable Casualty, Condemnation or Environmental Violation, this Lease shall terminate upon the payment in full of the Termination Value for the Property in accordance with the terms of the Operative Agreements on the applicable Termination Date.

16.2 Procedures.

(a) A Termination Notice shall contain: (i) notice of termination of this Lease on a Payment Date not more than sixty (60) days after Lessor’s receipt of such Termination Notice (the “Termination Date”); and (ii) a binding and irrevocable agreement of Lessee to pay the Termination Value for the Property and purchase the Property on such Termination Date.

(b) On the Termination Date, Lessee shall pay to Lessor the Termination Value for the Property, and Lessor shall convey the Property or the remaining portion thereof, if any, to Lessee (or Lessee’s designee), all in accordance with Section 20.2.

ARTICLE XVII

17.1 Lease Events of Default.

If any one (1) or more of the following events (each a “Lease Event of Default”) shall occur and be continuing:

(a) Lessee shall fail to make payment of (i) any Basic Rent (except as set forth in clause (ii)) within three (3) Business Days after the same has become due and payable or (ii) any Termination Value on the date any such payment is due and payable, any payment of Basic Rent or Supplemental Rent due on the due date of any such payment of Termination Value or any amount due on the Expiration Date;

(b) Lessee shall fail to make payment of any Supplemental Rent (other than Supplemental Rent referred to in Section 17.1(a)(ii)) within three (3) Business Days after receipt of written notice that such payment is due and payable;

(c) Lessee shall fail to maintain insurance as required by Article XIV of this Lease or to deliver any requisite annual certificate with respect thereto within ten (10) days after receipt of notice that such certificate is due under the terms hereof;

(d) (i) Lessee shall fail to observe or perform pursuant to Sections 5.11 or 8.3A of the Participation Agreement or (ii) Lessee shall fail to observe or perform any term, covenant, obligation or condition of Lessee under this Lease or any other Operative Agreement to which Lessee is a party other than those set forth in Sections 17.1(a), (b), (c) or (d)(i) hereof, and such failure shall continue for thirty (30) days after the Lessee either has received written notice thereof or a Responsible Officer of Lessee shall have actual knowledge thereof; provided, that in the case of this clause (ii), if such failure is not capable of remedy by the payment of money or otherwise within such thirty (30) day period but may be remedied with further diligence and if Lessee has and continues to pursue diligently such remedy, then Lessee shall be granted additional time to pursue such remedy for such period as the Agent may determine in its reasonable discretion; provided, further, in no event shall such additional period exceed sixty (60) days or (iii) any representation or warranty made by Lessee set forth in this Lease or in any other Operative Agreement or in any document entered into in connection herewith or therewith or in any document, certificate or financial or other statement delivered in connection herewith or therewith shall be false or inaccurate in any material way when made;

(e) Other than with respect to Indebtedness pursuant to the Operative Agreements, Lessee or any Subsidiary of Lessee shall default in any manner (whether such default is with respect to any payment or performance obligation of any type and at any time, including without limitation whether during the term thereof, at scheduled maturity or by required prepayment, acceleration, demand or otherwise) in connection with any Indebtedness (or any agreement or instrument relating to such Indebtedness) of, or guaranteed by, Lessee or any Subsidiary when such payment or performance is due (including without limitation whether during the term thereof, at scheduled maturity or by required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness and the effect of any such default (i) is to permit the acceleration of the maturity of any such Indebtedness in an aggregate principal amount equal to or greater than $5,000,000 or (ii) results in the acceleration of the maturity of any such Indebtedness in an aggregate principal amount equal to or greater than $5,000,000;

(f) The liquidation or dissolution of Lessee, or the suspension of the business of Lessee, or the filing by Lessee of a voluntary petition or an answer seeking reorganization, arrangement, receivership, readjustment of its debts, insolvency, liquidation, dissolution, winding-up or for any other relief under the Bankruptcy Code, or under any other insolvency act or law, state or federal, now or hereafter existing, or any

other action of Lessee indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by Lessee for, or the appointment by, consent or acquiescence of Lessee of a receiver, a conservator, a trustee or a custodian of Lessee for all or a substantial part of its property; the making by Lessee of any general assignment for the benefit of creditors; the inability of Lessee or the admission by Lessee in writing of its inability to pay its debts as they mature or Lessee is generally not paying its debts and other financial obligations as they become due and payable; or Lessee taking any corporate action to authorize any of the foregoing;

(g) The filing of an involuntary petition against Lessee in bankruptcy or seeking reorganization, arrangement, readjustment of its debts, insolvency, liquidation, dissolution, winding-up or for any other relief under the Bankruptcy Code, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a receiver, a conservator, a trustee or a custodian of Lessee for all or a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of Lessee, and the continuance of any of such events for sixty (60) days undismissed or undischarged;

(h) The entering of any order in any proceedings against Lessee or any Subsidiary of Lessee resulting from any violation of or breach of any contractual or other obligation by Lessee or any Subsidiary of Lessee or otherwise resulting from any shareholder action or matter involving Lessee or a Subsidiary of Lessee decreeing the dissolution, divestiture or split-up of Lessee or any Subsidiary of Lessee and such order remains in effect for more than sixty (60) days; provided to the extent such is not reasonably expected to have a Material Adverse Effect (determined in a commercially reasonable manner), Subsidiaries of Lessee may be dissolved;

(i) Any Environmental Violation shall have occurred relating to the Property and either (i) Lessee shall, not within thirty (30) days after Lessee has actual knowledge of such Environmental Violation, either (x) deliver to Lessor a Termination Notice with respect to the Property pursuant to Section 16.1, if applicable, (y) at Lessee’s sole cost and expense, promptly during such thirty (30) day period deliver to Lessor notice of intention to remediate or (z) respecting any Release of any Hazardous Substance from any off-site point source, not caused in any way by Lessee, satisfy in full the obligations of Lessee pursuant to Section 15.2 or (ii) such Environmental Violation is reasonably expected to exceed $100,000 in remediation costs;

(j) A final judgment or judgments for the payment of money shall be rendered by a court or courts against Lessee or any Subsidiary of Lessee in excess of $5,000,000 in the aggregate above amounts covered by insurance, and (i) the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof, or (ii) Lessee or any such Subsidiary shall not, within said period of thirty (30) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, or (iii) such judgment or judgments shall not be discharged (or provisions shall not be made for

such discharge) within thirty (30) days after a final decision has been reached with respect to such appeal and the related stay has been lifted;

(k) Lessee or any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $2,000,000 which it shall have become liable to pay to the PBGC or shall fail to pay within thirty (30) days after becoming due an amount or amounts aggregating in excess of $2,000,000 which it shall have become liable to pay to a Pension Plan under Title IV of ERISA; or notice of intent to terminate a Pension Plan or Pension Plans having aggregate Unfunded Liabilities in excess of $2,000,000 shall be filed under Title IV of ERISA by Lessee or any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Pension Plan or Pension Plans or a proceeding shall be instituted by a fiduciary of any such Pension Plan or Pension Plans against Lessee or any member of the Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree under ERISA Section 4042(c) adjudicating that any such Pension Plan or Pension Plans must be terminated;

(l) (i) As a result of one (1) or more transactions after the date of this Lease, any “person” or “group” of persons shall have “beneficial ownership” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder) of more than fifty percent (50%) of the outstanding common stock of Lessee; or (ii) without limiting the generality of the foregoing, during any period of twelve (12) consecutive months, commencing after the date of this Lease, individuals who at the beginning of such period of twelve (12) months were directors of Lessee shall cease for any reason to constitute a majority of the board of directors of Lessee (excluding for such calculation, directors who retire (other than for reasons of a merger involving Lessee or for reasons involving any sale or transfer of assets) or who die) during any period of twelve (12) consecutive months so long as such directors are replaced by the surviving directors during such period), provided, that the relationships among the respective shareholders of Lessee on the Closing Date shall not be deemed to constitute all or any combination of them as a “group” for purposes of clause (l)(i);

(m) in connection with any court proceeding or any other proceeding of any governmental or quasi-governmental body, Lessee shall take the position that (i) any Basic Document to which Lessee is a party shall cease to be in full force and effect or (ii) any other Operative Agreement to which Lessee is a party shall cease to be in full force and effect and such could reasonably be expected to have a Material Adverse Effect;

(n) Any failure by Lessee to comply with any of its obligations under the Liquid Collateral Agreements and such failure shall continue for three (3) Business Days after the earlier of (i) a Responsible Officer of Lessee has knowledge of such noncompliance or (ii) the date upon which Lessor or the Agent first provides notice thereof;

(o) any default, or event of default which would permit the exercise of remedies under the Ground Lease or any of the Appurtenant Rights or any sublease thereof or the Ground Lease or any of the necessary Appurtenant Rights shall terminate;

(p) any Lien granted under any Security Document shall, in whole or in part, terminate, cease to be effective or lose its first priority status, except as expressly contemplated by the Operative Agreements or as the result of an act or omission of Lessor or the Agent;

(q) a Construction Covenant Event of Default (as defined pursuant to the Restrictive Covenant) or a Use Covenant Event of Default (as defined pursuant to the Restrictive Covenant) shall have occurred and be continuing; or

(r) in connection with any court proceeding or any other proceeding of any governmental or quasi-governmental body, Lessee shall take the position that Lessor’s rights pursuant to the Operative Agreements to require Lessee to pledge additional Permitted Investments shall for any reason cease to be a legal, valid and binding agreement with Lessee;

then, in any such event, Lessor may, in addition to the other rights and remedies provided for in this Article XVII and in Section 18.1, terminate this Lease by giving Lessee five (5) days written notice of such termination (provided, notwithstanding the foregoing, this Lease shall be deemed to be automatically terminated without the giving of notice upon the occurrence of any Insolvency Event), and (i) this Lease shall terminate and (ii) all rights of Lessee under this Lease shall cease. Lessee shall, to the fullest extent permitted by law, pay as Supplemental Rent all costs and expenses incurred by or on behalf of Lessor or any other Financing Party, including without limitation reasonable fees and expenses of counsel, as a result of any Lease Event of Default hereunder.

A POWER OF SALE HAS BEEN GRANTED IN THIS LEASE AS SUPPLEMENTED BY THE LEASE SUPPLEMENT. A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTY AND SELL THE PROPERTY WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE AND CONTINUANCE OF A LEASE EVENT OF DEFAULT.

17.2 Surrender of Possession.

If a Lease Event of Default shall have occurred after the Commencement Date and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall, upon thirty (30) days written notice, surrender to Lessor possession of the Property; provided, notwithstanding the foregoing, no such notice shall be required and Lessee shall promptly surrender to Lessor possession of the Property upon the occurrence of any Insolvency Event. Lessor may enter upon and repossess the Property by such means as are available at law or in equity, and may remove Lessee and all other Persons and any and all personal property and Lessee’s equipment and personalty and severable Modifications from the Property. Lessor shall

have no liability by reason of any such entry, repossession or removal performed in accordance with applicable law. Upon the written demand of Lessor, Lessee shall return the Property promptly to Lessor, in the manner and condition required by, and otherwise in accordance with the provisions of, Section 22.1(c) hereof; provided, notwithstanding the foregoing, no such demand shall be required and Lessee shall promptly return the Property promptly to Lessor in such manner and condition upon the occurrence of any Insolvency Event.

17.3 Reletting.

If a Lease Event of Default shall have occurred after the Commencement Date and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessor may, but shall be under no obligation to, relet any or all of the Property, for the account of Lessee or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) and for such purposes as Lessor may determine, and Lessor may collect, receive and retain the rents resulting from such reletting. Lessor shall not be liable to Lessee for any failure to relet the Property or for any failure to collect any rent due upon such reletting.

17.4 Damages.

Neither (a) the termination of this Lease as to the Property pursuant to Section 17.1; (b) the repossession of the Property; nor (c) the failure of Lessor to relet the Property, the reletting of all or any portion thereof, nor the failure of Lessor to collect or receive any rentals due upon any such reletting, shall relieve Lessee of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. If any Lease Event of Default shall have occurred after the Commencement Date and be continuing and this Lease is terminated pursuant to Section 17.1, Lessee shall forthwith pay to Lessor all Rent and other sums due and payable hereunder to and including the date of such termination and thereafter Lessee shall continue to pay Supplemental Rent regarding such obligations (including without limitation the indemnity obligations of Lessee) pursuant to the Operative Agreements which by their terms continue beyond termination of this Lease. In the event this Lease is not terminated pursuant hereto, on the days on which the Basic Rent or Supplemental Rent, as applicable, are payable under this Lease and until the end of the Term hereof Lessee shall pay Lessor, as current liquidated damages (it being agreed that it would be impossible accurately to determine actual damages) an amount equal to the Basic Rent and Supplemental Rent that are payable under this Lease, less the net proceeds, if any, which are actually received by Lessor with respect to the period in question of any reletting of the Property or any portion thereof; provided, that Lessee’s obligation to make payments of Basic Rent and Supplemental Rent under this Section 17.4 shall continue only so long as Lessor shall not have received the amounts specified in Section 17.6. In calculating the amount of such net proceeds from reletting, there shall be deducted all of Lessor’s, the Agent’s and any other Financing Party’s reasonable expenses in connection therewith, including without limitation repossession costs, brokerage or sales commissions, fees and expenses for counsel and any necessary repair costs and expenses incurred in preparation for such reletting. To the extent Lessor receives any damages pursuant to this Section 17.4, such amounts shall be regarded as amounts paid on account of Rent. Lessee specifically acknowledges and agrees that its

obligations under this Section 17.4 shall be absolute and unconditional under any and all circumstances and shall be paid and/or performed, as the case may be, without notice or demand and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever.

17.5 Power of Sale.

(a) Without limiting any other remedies set forth in this Lease, Lessor and Lessee agree that Lessee has granted to Trustee, pursuant to Section 7.1(b) hereof and the Lease Supplement, a Lien against the Property WITH POWER OF SALE, and that, upon the occurrence and during the continuance of any Lease Event of Default, Trustee shall have the power and authority, to the extent provided by law, upon request by Lessor and after prior notice and lapse of such time as may be required by law, to foreclose its interest (or cause such interest to be foreclosed) in all or any part of the Property, all as more fully set forth in the Lease Addendum-Deed of Trust; provided, notwithstanding the foregoing, no such notice or lapse of time shall be required upon the occurrence of any Insolvency Event.

(b) Upon the occurrence and during the continuance of a Lease Event of Default, the Lessor or Trustee, as the case may be, in lieu of or in addition to exercising any power of sale hereinabove given, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of such interest in the Property, against Lessee for the Termination Value or for the appointment of a receiver pending any foreclosure hereunder or the sale of such interest in the Property, or for the enforcement of any other appropriate legal or equitable remedy.

17.6 Final Liquidated Damages.

If a Lease Event of Default shall have occurred and be continuing, whether or not this Lease shall have been terminated pursuant to Section 17.1 and whether or not Lessor shall have collected any current liquidated damages pursuant to Section 17.4, Lessor shall have the right to recover, by demand to Lessee (provided, notwithstanding the foregoing, no such demand shall be required upon the occurrence of any Insolvency Event) and at Lessor’s election, and Lessee shall pay to Lessor, as and for final liquidated damages, but exclusive of the indemnities payable under Section 11 of the Participation Agreement (which, if requested or without any such request, upon the occurrence of any Insolvency Event, shall be paid concurrently), and in lieu of all current liquidated damages beyond the date of such demand or without any such demand, beyond the date of such occurrence of any Insolvency Event (it being agreed that it would be impossible accurately to determine actual damages) the Termination Value. Upon payment of the amount specified pursuant to the first sentence of this Section 17.6, Lessee shall be entitled to receive from Lessor, either at Lessee’s request or upon Lessor’s election, in either case at Lessee’s cost, Lessor’s entire right, title and interest in and to the Property and all components thereof, free and clear of the Lien of this Lease (including without limitation the release of any memoranda of Lease and/or the Lease Supplement recorded in connection therewith) and any Lessor Liens. The Property shall be conveyed to Lessee “AS-IS, WHERE-IS” and in its then present physical condition. If any statute or rule of law shall limit the amount of such final

liquidated damages to less than the amount agreed upon, Lessor shall be entitled to the maximum amount allowable under such statute or rule of law; provided, however, Lessee shall not be entitled to receive an assignment of Lessor’s interest in the Property or any of the components thereof unless Lessee shall have paid in full the Termination Value. Lessee specifically acknowledges and agrees that its obligations under this Section 17.6 shall be absolute and unconditional under any and all circumstances and shall be paid and/or performed, as the case may be, without notice or demand and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever.

17.7 Environmental Costs.

If a Lease Event of Default shall have occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall pay directly to any third party (or at Lessor’s election, reimburse Lessor) for the cost of any environmental testing and/or remediation work undertaken respecting the Property, as such testing or work is deemed appropriate in the reasonable judgment of Lessor, and shall indemnify and hold harmless Lessor and each other Indemnified Person therefrom. Lessee shall pay all amounts referenced in the immediately preceding sentence within ten (10) Business Days of any request by Lessor for such payment. The provisions of this Section 17.7 shall not limit the obligations of Lessee under any Operative Agreement regarding indemnification obligations, environmental testing, remediation and/or work.

17.8 Waiver of Certain Rights.

If this Lease shall be terminated pursuant to Section 17.1, Lessee waives, to the fullest extent permitted by Law, (a) any notice of re-entry or the institution of legal proceedings to obtain re-entry or possession; (b) any right of redemption, re-entry or possession; (c) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt; and (d) any other rights which might otherwise limit or modify any of Lessor’s rights or remedies under this Article XVII.

17.9 Assignment of Rights Under Contracts.

If a Lease Event of Default shall have occurred and be continuing, and whether or not this Lease shall have been terminated pursuant to Section 17.1, Lessee shall upon Lessor’s demand or, without any such demand, upon the occurrence of any Insolvency Event (and provided Lessee has not cured such Lease Event of Default pursuant to Section 17.11 or otherwise paid to Lessor an amount equal to the liquidated damages set forth in Section 17.6 within ten (10) days after written demand therefor or, without any such demand, upon the occurrence of any Insolvency Event) immediately assign, transfer and set over to Lessor all of Lessee’s right, title and interest in and to each agreement executed by Lessee in connection with the acquisition, installation, testing, use, development, construction, operation, maintenance, repair, refurbishment and restoration of the Property (including without limitation all right, title and interest of Lessee with respect to all warranty, performance, service and indemnity provisions), as and to the extent that the same relate to the acquisition, installation, testing, use,

development, construction, operation, maintenance, repair, refurbishment and restoration of the Property or any of them.

17.10 Remedies Cumulative.

The remedies herein provided shall be cumulative and in addition to (and not in limitation of) any other remedies available at law, equity or otherwise, including without limitation any mortgage foreclosure remedies.

17.11 Lessee’s Right to Cure by Purchase of the Property.

Notwithstanding anything in this Lease or in any of the other Operative Agreements to the contrary, upon the occurrence and continuance of a Lease Default or Lease Event of Default, Lessee may, but shall not be obligated to, cure any such Lease Default or Lease Event of Default, as the case may be, by purchasing the Property, such purchase to be consummated as provided in Section 19.1 and Section 20.2.

17.12 Limitation Regarding Certain Lease Events of Default.

Notwithstanding anything contained herein or in any other Operative Agreement to the contrary, upon the occurrence and during the continuance of a Lease Event of Default attributable solely to a Lease Event of Default under Sections 5.3(x), 5.4(k), 5.4(l), 6.2(g), 6.2(h), 6.2(p), 6.2(aa), 6.2(ee), 6.2(hh), 8.3(x), 8.3(dd) or 11.5 of the Participation Agreement or (to the extent relating to performance obligations, not payment obligations) under Section 17.1(e) of the Lease (collectively, a “Limited Recourse Event of Default”), the maximum aggregate amount of Lessee’s obligations attributable solely to a Limited Recourse Event of Default (including without limitation any liability for amounts due pursuant to Section 11.1(e) of the Participation Agreement for enforcement costs or losses arising as a result of such Limited Recourse Event of Default) shall be an amount equal to the Maximum Residual Guarantee Amount for the Property; provided, this Section 17.12 shall not in any way limit the liability of Lessee in the event of any other Lease Event of Default (other than a Limited Recourse Event of Default) or any indemnity payment to any Indemnified Person (except as expressly stated above), including without limitation the indemnities set forth in Sections 11.1 through 11.7 of the Participation Agreement and such indemnity payment shall not be included in the calculation set forth above.

Lessee nonetheless acknowledges and agrees that even though the maximum aggregate recovery from Lessee is limited as aforesaid, neither Lessor’s nor any other Financing Party’s right of recovery from the Property (as opposed to any recovery from Lessee) is so limited and Lessor or any other applicable Financing Party shall be entitled to recover one hundred percent (100%) of the amounts owed to Lessor or such other Financing Party in accordance with the Operative Agreements from its interest in the Property, including without limitation, to the extent not duplicative, one hundred percent (100%) of the aggregate Termination Value for the Property.

ARTICLE XVIII

18.1 Lessor’s Right to Cure Lessee’s Lease Defaults.

Lessor, without waiving or releasing any obligation or Lease Event of Default, may (but shall be under no obligation to) remedy any Lease Event of Default for the account and at the sole cost and expense of Lessee, including without limitation the failure by Lessee to maintain the insurance required by Article XIV, and may, to the fullest extent permitted by law, and notwithstanding any right of quiet enjoyment in favor of Lessee, enter upon the Property, and take all such action thereon as may be necessary or appropriate therefor. No such entry shall be deemed an eviction of any lessee. All reasonable out-of-pocket costs and expenses so incurred (including without limitation fees and expenses of counsel), together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid by Lessor, shall be paid by Lessee to Lessor on demand.

ARTICLE XIX

19.1 Provisions Relating to Lessee’s Exercise of its Purchase Option.

Subject to Section 19.2, in connection with any termination of this Lease, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate, and upon tender by Lessee of the amounts set forth in Sections 16.2(b) or 20.2, as applicable, Lessor shall execute and deliver to Lessee (or to Lessee’s designee) at Lessee’s cost and expense a ground lease assignment or termination (as requested by Lessee) regarding the Property, in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of this Lease, the Liens of the Security Documents and any other Operative Agreements and any Lessor Liens, but without any other warranties (of title or otherwise) from Lessor and such other documents or instruments as may be reasonably requested by Lessee to effect the conveyance or assignment contemplated by this Section 19.1. The Property shall be conveyed to Lessee “AS-IS, “WHERE-IS” and in then present physical condition.

19.2 No Purchase or Termination With Respect to Less than All of the Property.

Except as expressly permitted pursuant to Section 21.1, Lessee shall not be entitled to exercise its Purchase Option or the Sale Option separately with respect to a portion of the Property but shall be required to exercise its Purchase Option or the Sale Option with respect to the entire Property.

ARTICLE XX

20.1 Purchase Option or Sale Option-General Provisions.

Unless the term of this Lease has been renewed in accordance with Section 2.2 then not less than one hundred eighty (180) days and no more than two hundred forty (240) days prior to

the Expiration Date or, respecting the Purchase Option only, not less than sixty (60) days and no more than two hundred forty (240) days prior to any Payment Date (such Expiration Date or, respecting the Purchase Option only, any such Payment Date being hereinafter referred to as the “Election Date”), Lessee may give Agent (on behalf of Lessor) irrevocable written notice (the “Election Notice”) that Lessee is electing (a) to purchase the Property on the applicable Election Date (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to re-market the Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of the Property to occur on the applicable Election Date pursuant to the terms of Section 22.1 (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred eighty (180) days and not more than two hundred forty (240) days prior to the Expiration Date, then Lessee shall be deemed to have elected for the Purchase Option to apply on the Expiration Date. If Lessee shall elect (or be deemed to have elected) to exercise the Purchase Option then Lessee shall pay to Lessor on the date on which such purchase is scheduled to occur an amount equal to the Termination Value for the Property (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or to Lessee’s designee) all of Lessor’s right, title and interest in and to the Property in accordance with Section 20.2.

If the Property is the subject of remediation efforts respecting Hazardous Substances at the applicable Election Date which could materially and adversely impact the Fair Market Sales Value of the Property (with materiality determined in Lessor’s reasonable discretion), then Lessee shall be obligated to purchase the Property pursuant to Section 20.2.

20.2 Lessee Purchase Option.

Provided, that the Election Notice has been appropriately given specifying the Purchase Option, Lessee shall purchase the Property on the applicable Election Date at a price equal to the Termination Value for the Property (which the parties do not intend to be a “bargain” purchase price).

Subject to Section 19.2, in connection with any termination of this Lease, or in connection with Lessee’s exercise of its Purchase Option, upon the date on which this Lease is to terminate with respect to the Property and upon tender by Lessee of the amounts set forth in Section 16.2(b) or this Section 20.2, as applicable, Lessor shall execute, acknowledge (where required) and deliver to Lessee, at Lessee’s cost and expense, each of the following: (a) an assignment of the Appurtenant Rights (to the extent assignable) and an assignment or termination of the Ground Lease (as requested by the Lessee) (to the extent it is real property) to Lessee (or Lessee’s designee) free and clear of the Lien of this Lease, the Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (b) a Xxxx of Sale conveying the Property (to the extent it is personal property) to Lessee (or Lessee’s designee) free and clear of the Lien of this Lease, the Liens of the Credit Documents and any other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the assignment of the Appurtenant Rights or the assignment or termination of the Ground Lease; and (d) FIRPTA affidavits and such documents or instruments as may be reasonably requested by Lessee to effect the

conveyance and release contemplated by this Section 20.2. All of the foregoing documentation must be in form and substance reasonably satisfactory to Agent and Lessee. The Property shall be conveyed to Lessee (or Lessee’s designee) “AS-IS, WHERE-IS” and in then present physical condition.

On the applicable Election Date on which Lessee has elected to exercise its Purchase Option, Lessee shall pay (or cause to be paid) to Lessor or the Agent, as appropriate, the sum of all reasonable costs and expenses incurred by any such party in connection with the election by Lessee to exercise its Purchase Option and all Rent then due and payable or accrued under this Lease and/or any other Operative Agreement.

20.3 Third Party Sale Option.

(a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property on the applicable Election Date (all as specified in the Election Notice), in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”.

(b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for the Property recently prepared (no more than thirty (30) days old prior to the date of delivery) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Date shall pay to Lessor an amount equal to the Termination Value for the Property. Upon receipt of such payment, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to the Property in accordance with Section 19.1.

ARTICLE XXI

[RESERVED]

ARTICLE XXII

22.1 Sale Procedure.

(a) During the Marketing Period, Lessee, on behalf of Lessor, shall obtain bids for the cash purchase of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the Sale Date, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date, Lessee shall pay (or cause to be paid) to Lessor or the Agent, as appropriate, the sum of all reasonable costs and expenses incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of the Property, all Rent then due and payable or accrued under this Lease and/or any other Operative Agreement.

Lessor may reject any and all bids and may solicit and obtain bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject any bid submitted by Lessee if such bid is greater than or equal to the Limited Recourse Amount for the Property, and represents a bona fide offer from one (1) or more third party purchasers. If the highest price which a prospective purchaser or the prospective purchasers shall have offered to pay for the Property on the Sale Date is less than the Limited Recourse Amount for the Property or if such bid does not represent a bona fide offer from one (1) or more third parties or if there are no bids, Lessee may withdraw its exercise of the Sale Option and exercise Lessee’s Purchase Option by purchasing the Property on such Sale Date in accordance with Section 20.2, failing which Lessor may elect to retain the Property, subject to Section 22.6, by giving Lessee prior written notice of Lessor’s election to retain the same, and promptly upon receipt of such notice, Lessee shall surrender, or cause to be surrendered, the Property in accordance with the terms and conditions of Section 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee’s request and expense, to execute a contract of sale with respect to such sale, so long as the same is consistent with the terms of this Article 22 and provides by its terms that it is nonrecourse to Lessor.

Unless Lessor shall have elected to retain the Property pursuant to the provisions of the preceding paragraph, Lessee shall arrange for Lessor to sell the Property free and clear of the Lien of this Lease, the Liens of the Security Documents and any other Operative Agreements and any Lessor Liens, without recourse or warranty (of title or otherwise), for cash on the Sale Date to the purchaser or purchasers offering the highest cash sales price, as identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor, any Lessor Lien shall not constitute a Lessor Lien so long as Lessor is diligently and in good faith contesting, at the cost and expense of Lessor such Lessor Lien by appropriate proceedings in which event (with the consent of the Lessee, but without penalty or cost to Lessee) the Sale Date shall be delayed for the period of such contest. To effect such transfer and assignment, Lessor shall execute, acknowledge

(where required) and deliver to the appropriate purchaser each of the following: (a) an assignment of the Appurtenant Rights (to the extent assignable) and an assignment or termination of the Ground Lease (as requested by Lessee) (to the extent it is real property) to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (b) a Xxxx of Sale conveying the Property (to the extent it is personal property) titled to Lessor to the appropriate purchaser free and clear of the Lien of this Lease, the Liens of the Credit Documents and the other Operative Agreements and any Lessor Liens; (c) any real estate tax affidavit or other document required by law to be executed and filed in order to record the assignment of the Appurtenant Rights or the assignment or termination of the Ground Lease; and (d) FIRPTA affidavits and such other documents or instruments as may be reasonably requested by Lessee to effect the conveyance and release contemplated by this Section 22.1. All of the foregoing documentation must be in form and substance reasonably satisfactory to Lessor and the Agent. Lessee shall surrender the Property so sold or subject to such documents to each purchaser in the condition specified in Section 10.1. Neither Lessor nor Lessee shall take or fail to take any action which would have the effect of unreasonably discouraging bona fide third party bids for the Property. If the Property is neither (i) sold on the Sale Date in accordance with the terms of this Section 22.1, nor (ii) retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the second sentence of the second paragraph of this Section 22.1(a), then Lessee shall pay on the Expiration Date a Supplemental Rent payment equal to the Maximum Residual Guarantee Amount plus all accrued Basic Rent and any Supplemental Rent then due and payable and Section 22.6 shall apply.

(b) If the Property is sold on the Sale Date to a third party purchaser in accordance with the terms of Section 22.1(a) and the purchase price paid for the Property is less than the Termination Value (hereinafter such difference shall be referred to as the “Deficiency Balance”), then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date the lesser of (i) the Deficiency Balance, or (ii) the Maximum Residual Guarantee Amount for the Property. On a Sale Date if Lessor receives the Termination Value for the Property, then Lessee may retain the excess of the net sale proceeds of the Property over the Termination Value. If the Property is retained by Lessor pursuant to an affirmative election made by Lessor pursuant to the provisions of Section 22.1(a) (in which case Section 22.6 shall apply) then Lessee hereby unconditionally promises to pay to Lessor on the Sale Date an amount equal to the Maximum Residual Guarantee Amount for the Property. Any payment of the foregoing amounts described in this Section 22.1(b) shall be made together with a payment of all Basic Rent and Supplemental Rent accrued and/or due and payable on or prior to the Expiration Date.

(c) In the event that the Property is either sold to one (1) or more third party purchasers on the Sale Date or retained by Lessor in connection with an affirmative election made by Lessor pursuant to the provisions of Section 22.1(a), then in either case on the Sale Date Lessee shall provide Lessor or such third party purchaser (unless otherwise agreed by such third party purchaser) with (i) all permits, certificates of occupancy, governmental licenses and authorizations necessary to use, operate, repair, access and maintain the Property for the purpose it is being used by Lessee, and (ii) such

manuals, permits, easements, licenses, intellectual property, know-how, rights-of-way and other rights and privileges in the nature of an easement as are reasonably necessary or desirable in connection with the use, operation, repair, access to or maintenance of the Property for its intended purpose or otherwise as Lessor or such third party purchaser(s) shall reasonably request (and a royalty-free license or similar agreement to effectuate the foregoing on terms reasonably agreeable to Lessor or such third party purchaser(s), as applicable). All assignments, licenses, easements, agreements and other deliveries required by clauses (i) and (ii) of this paragraph (c) shall be in form reasonably satisfactory to Lessor or such third party purchaser(s), as applicable, and shall be fully assignable (including without limitation both primary assignments and assignments given in the nature of security) without payment of any fee, cost or other charge.

22.2 Application of Proceeds of Sale.

Lessor shall apply the proceeds of sale of the Property to a third party pursuant to the Sale Option in accordance with Section 8.7 of the Participation Agreement.

22.3 Indemnity for Excessive Wear.

If the proceeds of the sale described in Section 22.1 with respect to the Property shall be less than the Limited Recourse Amount with respect to the Property, and at the time of such sale it shall have been reasonably determined (pursuant to the Appraisal Procedure) that the Fair Market Sales Value of the Property shall have been impaired by greater than expected wear and tear during the term of the Lease, Lessee shall pay to Lessor within ten (10) days after receipt of Lessor’s written statement (i) the amount of such excess wear and tear determined by the Appraisal Procedure or (ii) the amount of the Sale Proceeds Shortfall, whichever amount is less.

22.4 Appraisal Procedure.

For determining the Fair Market Sales Value of the Property or any other amount which may, pursuant to any provision of any Operative Agreement, be determined by an appraisal procedure, Lessor and Lessee shall use the following procedure (the “Appraisal Procedure”). Lessor and Lessee shall endeavor to reach a mutual agreement as to such amount for a period of ten (10) days from commencement of the Appraisal Procedure under the applicable Section of the Lease, and if they cannot agree within ten (10) days, then two (2) qualified appraisers, one (1) chosen by Lessee and one (1) chosen by Lessor, shall mutually agree thereupon, but if either party shall fail to choose an appraiser within twenty (20) days after notice from the other party of the selection of its appraiser, then the appraisal by such appointed appraiser shall be binding on Lessee and Lessor. If the two (2) appraisers cannot agree within twenty (20) days after both shall have been appointed, then a third appraiser shall be selected by the two (2) appraisers or, failing agreement as to such third appraiser within thirty (30) days after both shall have been appointed, by the American Arbitration Association. The decisions of the three (3) appraisers shall be given within twenty (20) days of the appointment of the third appraiser and the decision of the appraiser most different from the average of the other two (2) shall be discarded and such average shall be binding on Lessor and Lessee; provided, that if the highest appraisal and the lowest appraisal are equidistant from the third appraisal, the third appraisal

shall be binding on Lessor and Lessee. The fees and expenses of the appraiser appointed by Lessee shall be paid by Lessee; the fees and expenses of the appraiser appointed by Lessor shall be paid by Lessor and the Investors, ratably, based on their relative percentages of the aggregate Commitments (such fees and expenses not being indemnified pursuant to Section 11 of the Participation Agreement); and the fees and expenses of the third appraiser shall be divided equally between (x) Lessee and (y) Lessor and the Investors, ratably, based on their relative percentage of the aggregate Commitments.

22.5 Certain Obligations Continue.

During the Marketing Period, the obligation of Lessee to pay Rent with respect to the Property (including without limitation the installment of Basic Rent due on the Sale Date) shall continue undiminished until payment in full to Lessor of the Maximum Residual Guarantee Amount or the Deficiency Balance (as applicable), the sale proceeds, if any, for the Property in accordance with this Lease, the amount due under Section 22.3, if any, and all other amounts due to Lessor or any other Person with respect to the Property or any Operative Agreement. Lessor shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take action in connection with any such sale, other than as expressly provided in this Article XXII.

22.6 Post-Expiration Sales.

If Lessee shall have exercised the Sale Option and prior to the Expiration Date complied with its obligations pursuant to Section 20.3, Lessee shall have either (i) failed to submit a bid for the purchase of the Property, or (ii) if any of the bids submitted by Lessee to Lessor for the purchase of the Property has not been accepted by Lessor pursuant to Section 22.1, and provided no Lease Event of Default has occurred and is continuing (including as a result of Lessee’s failure to comply with any of the requirements at Articles XX and XXII), then all bids submitted by Lessee to Lessor for the purchase of the Property shall be deemed rejected, and the Lessee shall deliver possession of the Property to Lessor on the Expiration Date and in the condition required by Section 22.1, and Lessee shall pay to Lessor on the Expiration Date a Supplemental Rent payment equal to the Maximum Residual Guarantee Amount plus all accrued Basic Rent and any Supplemental Rent due and payable. Thereafter (except for obligations of indemnity including without limitation under Section 11 of the Participation Agreement and for other obligations of Lessee under the Operative Agreements which are expressed to survive), Lessee shall have no further obligation to pay Rent or the remaining unpaid Property Cost with respect to the Property, and, except with respect to the Property, Lessor shall request the Agent to release the Liens of the Security Documents regarding the Liquid Collateral. Nothing in this Section 22.6 shall adversely affect any other rights of Lessor to terminate this Lease or to pursue any remedy hereunder as a result of a Lease Event of Default arising as a result of Lessee’s failure to comply with the requirements set forth herein. Following the delivery of the Property to Lessor pursuant to this Section 22.6, Lessor shall be free to sell or lease the Property to any party for such amounts, as Lessor determines in its sole discretion in order to maximize Lessor’s opportunity to recover the portion of the Post-Expiration Date Balance for the Property; provided, any sale of the Property to an Affiliate of Lessor shall be at the Fair Market Sales Value of the Property, as such Fair Market Sales Value shall be supported by an appraisal at such

time. Proceeds from any such sale of the Property or from any payment of insurance proceeds or a condemnation award in connection with a Casualty resulting in a total loss of the Property or a Condemnation of the entire Property shall be applied as provided in Section 8.7(d) of the Participation Agreement. If Lessor fails to sell the Property prior to the two-year anniversary of the Expiration Date and prior to the Expiration Date, there is no payment of insurance proceeds or a condemnation award in connection with a Casualty resulting in a total loss of the Property or a Condemnation of the entire Property, Lessor shall obtain an appraisal from an independent appraiser selected by Lessor which shall establish the Fair Market Sales Value of the Property (as “dark”) as of the end of such two year period. On the two-year anniversary of the Expiration Date, Lessor and Lessee agree that Lessor shall pay to Lessee the amounts owing to Lessee pursuant to Section 8.7(d) of the Participation Agreement as if such Fair Market Sales Value of the Property (determined pursuant to the appraisal referenced above in this Section 22.6) had in fact been paid for the Property by a third party purchaser. Thereafter, Lessor shall be entitled to the proceeds of any sale, lease or other disposition of the Property and to any other proceeds deriving from the Property applied in accordance with Section 8.7(f) of the Participation Agreement; provided, notwithstanding any provision in Section 8.7 of the Participation Agreement to the contrary, no amount from the proceeds of any such sale, lease or other disposition of the Property or any other proceeds deriving from the Property shall be payable to the Lessee after payment to the Lessee of the amounts owed to Lessee on the two-year anniversary of the Expiration Date pursuant to Section 8.7(d) of the Participation Agreement. To the greatest extent permitted by law, Lessee hereby unconditionally and irrevocably waives and releases Lessor from any right to require Lessor following the Expiration Date to sell, lease or dispose of the Property for any minimum amount or on any particular terms or conditions.

22.7 Expenses Incurred by Lessee.

Except pursuant to the Purchase Option, Lessee agrees that all costs and expenses which Lessee incurs in connection with the marketing, sale and/or transfer of the Property shall be customary and reasonable and (excluding all transfer taxes, all recording fees assessed by applicable Governmental Authorities and all sales commissions which are customary for the sale of commercial properties in Xxxxxxxxxx County, Maryland) shall not exceed, without the prior written consent of Lessor and the Agent, $250,000.

ARTICLE XXIII

23.1 Holding Over.

If Lessee shall for any reason remain in possession of the Property after the expiration or earlier termination of this Lease (unless the Property is conveyed to Lessee), such possession shall be as a tenancy at sufferance during which time Lessee shall continue to pay Supplemental Rent that would be payable by Lessee hereunder were the Lease then in full force and effect with respect to the Property and Lessee shall continue to pay Basic Rent at the lesser of the highest lawful rate and one hundred ten percent (110%) of the last payment of Basic Rent due with respect to the Property prior to such expiration or earlier termination of this Lease. Such Basic Rent shall be payable from time to time upon demand by Lessor and such additional amount of

Basic Rent shall be applied by Lessor ratably to the Primary Financing Parties based on their relative amounts of the then outstanding Property Cost. During any period of tenancy at sufferance, Lessee shall, subject to the second preceding sentence, be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to tenants at sufferance, to continue their occupancy and use of the Property. Nothing contained in this Article XXIII shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease (unless the Property is conveyed to Lessee) and nothing contained herein shall be read or construed as preventing Lessor from maintaining a suit for possession of the Property or exercising any other remedy available to Lessor at law or in equity.

ARTICLE XXIV

24.1 Risk of Loss.

During the Term, unless Lessee shall not be in actual possession of the Property solely by reason of Lessor’s exercise of its remedies of dispossession under Article XVII, the risk of loss or decrease in the enjoyment and beneficial use of the Property as a result of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise is assumed by Lessee and Lessor shall in no event be answerable or accountable therefor.

ARTICLE XXV

25.1 Assignment.

(a) Lessee may not assign this Lease or any of its rights or obligations hereunder or with respect to the Property in whole or in part to any Person without the prior written consent of each of the Agent, the Credit Lenders, the Mortgage Lenders and the Lessor.

(b) No assignment by Lessee (referenced in this Section 25.1 or otherwise) or other relinquishment of possession to the Property shall in any way discharge or diminish any of the obligations of Lessee to Lessor hereunder and Lessee shall remain directly and primarily liable under the Operative Agreements as to any rights or obligations assigned by Lessee.

25.2 Subleases.

(a) Promptly, but in any event within five (5) Business Days, following the execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the execution of such sublease and shall provide a copy of such sublease to Lessor and the Agent. As of the Commencement Date, Lessee shall lease the Property from Lessor, and any then existing tenant respecting the Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor.

(b) Without the prior written consent of any Financing Party and only to the extent the provisions of Sections 25.2(a), (b) and (c) are satisfied, (i) Lessee may sublet the Property or any portion thereof to any wholly-owned Subsidiary of Lessee, and (ii) Lessee may otherwise sublet up to, but not to exceed, twenty-five percent (25%) of the aggregate square footage of the Improvements of the Property to one or more Persons which are not wholly-owned Subsidiaries of Lessee; provided, with the prior written consent of the Majority Secured Parties (to be granted or withheld in the reasonable discretion of each of the Secured Parties), Lessee may sublease more than twenty-five percent (25%) of the aggregate square footage of the Improvements of the Property to one or more Persons which are not wholly-owned Subsidiaries of Lessee. Except as otherwise referenced in the immediately preceding sentence and subject to the satisfaction of the provisions of Sections 25.2(a), (b) and (c), no other subleasing with respect to the Property or any portion thereof shall be permitted without the prior written consent of the Lessor and the Majority Mortgage Lenders, which consent shall not be unreasonably delayed, denied or conditioned.

(c) No sublease (referenced in Sections 25.2(a), (b) and (c) or otherwise) or other relinquishment of possession to the Property or any portion thereof shall in any way discharge or diminish any of Lessee’s obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property or any portion thereof so sublet. Respecting each sublease of the Property or any portion thereof (and without regard to whether the consent of the Lessor and the Majority Mortgage Lenders is required):

(i) the terms and conditions of such sublease are commercially reasonable and the rent payable thereunder is no less than a market rent for the Property or portion thereof subject to such sublease (except rent payable pursuant to any sublease to a wholly-owned Subsidiary of Lessee may be less than a market rent);

(ii) Lessor shall not be personally liable for any obligations under such sublease;

(iii) Lessee shall have furnished a copy of such sublease to Lessor;

(iv) if requested by Lessor, Lessee shall have furnished to Lessor prior to the effectiveness of such sublease (at Lessee’s sole cost and expense) written confirmation from an independent appraiser (reasonably acceptable to Lessor) that the condition set forth in clause (i) has been satisfied;

(v) the term of such sublease shall not extend beyond the Term;

(vi) such sublease shall be expressly subject and subordinate to the Lease; and

(vii) such sublease shall not diminish the fair market value in any material manner, the useful life or the utility of the Property or portion thereof which is subject to such sublease.

ARTICLE XXVI

26.1 No Waiver.

No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right, power or remedy upon a default hereunder, and no acceptance of full or partial payment of Rent during the continuance of any such default, shall constitute a waiver of any such default or of any such term. To the fullest extent permitted by law, no waiver of any default shall affect or alter this Lease, and this Lease shall continue in full force and effect with respect to any other then existing or subsequent default.

ARTICLE XXVII

27.1 Acceptance of Surrender.

No surrender to Lessor of this Lease or of all or any portion of the Property or of any part of any thereof or of any interest therein shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or the Agent or any representative or agent of Lessor or the Agent, other than a written acceptance, shall constitute an acceptance of any such surrender.

27.2 No Merger of Title.

There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate, (b) any right, title or interest in the Property, (c) any Notes, or (d) a beneficial interest in Lessor.

ARTICLE XXVIII

[RESERVED]

ARTICLE XXIX

29.1 Notices.

All notices required or permitted to be given under this Lease shall be in writing and delivered as provided in Section 12.2 of the Participation Agreement.

ARTICLE XXX

30.1 Miscellaneous.

Anything contained in this Lease to the contrary notwithstanding, all claims against and liabilities of Lessee or Lessor arising from events commencing prior to the expiration or earlier termination of this Lease shall survive such expiration or earlier termination. If any provision of this Lease shall be held to be unenforceable in any jurisdiction, such unenforceability shall not affect the enforceability of any other provision of this Lease or of such provision or of any other provision hereof in any other jurisdiction.

30.2 Amendments and Modifications.

Neither this Lease nor the Lease Supplement may be amended, waived, discharged or terminated except in accordance with the provisions of Section 12.4 of the Participation Agreement.

30.3 Successors and Assigns.

All the terms and provisions of this Lease shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

30.4 Headings and Table of Contents.

The headings and table of contents in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

30.5 Counterparts.

This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one (1) and the same instrument.

30.6 GOVERNING LAW.

THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED ARE REQUIRED TO APPLY.

30.7 Calculation of Rent.

All calculation of Rent payable hereunder shall be computed based on the actual number of days elapsed over a year of three hundred sixty (360) days.

30.8 Memoranda of Lease and Lease Supplement.

This Lease shall not be recorded; provided, to the extent the Majority Secured Parties determine in their reasonable discretion that such recordation is then appropriate (based on the circumstances regarding the transaction evidenced by the Operative Agreements at such time), Lessor may record a memorandum of this Lease and the Lease Supplement (in substantially the form of EXHIBIT A attached hereto) or a short form lease (in form and substance reasonably satisfactory to Lessor) regarding the Property in the local filing office with respect thereto, in all cases at Lessee’s cost and expense, and as required under applicable law to sufficiently evidence this Lease and any such Lease Supplement in the applicable real estate filing records.

30.9 Allocations between the Lenders and Lessor.

Notwithstanding any other term or provision of this Lease to the contrary, the allocations of the proceeds of the Property and any and all other Rent and other amounts received hereunder shall be subject to the inter-creditor provisions among the Primary Financing Parties contained in the Operative Agreements (or as otherwise agreed among the Primary Financing Parties from time to time).

30.10 Limitations on Recourse.

Notwithstanding anything contained in this Lease to the contrary, except with respect to a breach of Lessor’s covenant set forth in Section 30.15 and Lessor’s obligations to discharge Lessor Liens, Lessee agrees to look solely to Lessor’s estate and interest in the Property, property insurance proceeds payable to Lessor pursuant to this Lease and/or Casualty or Condemnation proceeds payable to the Lessor pursuant to this Lease (and in no circumstance to the Agent or any of the Primary Financing Parties) for the collection of any judgment requiring the payment of money by Lessor in the event of liability by Lessor, and no other property or assets of Lessor or any shareholder, owner or partner (direct or indirect) in or of Lessor, or any director, officer, employee, beneficiary, Affiliate of any of the foregoing shall be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies of Lessee under or with respect to this Lease, the relationship of Lessor and Lessee hereunder or Lessee’s use of the Property or any other liability of Lessor to Lessee. Nothing in this Section shall be interpreted so as to limit the terms of Sections 6.1 or 6.2 or the provisions of Section 12.9 of the Participation Agreement.

30.11 WAIVERS OF JURY TRIAL.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LEASE AND FOR ANY COUNTERCLAIM THEREIN.

30.12 Exercise of Lessor Rights.

Lessee hereby acknowledges and agrees that the rights and powers of Lessor under this Lease have been assigned to the Agent pursuant to the terms of the Security Agreement and the other Operative Agreements. Lessor and Lessee hereby acknowledge and agree that (a) the Agent shall, in its discretion, direct and/or act on behalf of Lessor pursuant to the provisions of Sections 8.2(e) and 8.6 of the Participation Agreement, (b) all notices to be given to Lessor shall be given to the Agent and (c) all notices to be given by Lessor may be given by the Agent, at its election.

30.13 SUBMISSION TO JURISDICTION; VENUE.

THE PROVISIONS OF SECTION 12.7 OF THE PARTICIPATION AGREEMENT RELATING TO SUBMISSION TO JURISDICTION AND VENUE ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

30.14 USURY SAVINGS PROVISION.

IT IS THE INTENT OF THE PARTIES HERETO TO CONFORM TO AND CONTRACT IN STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT. TO THE EXTENT ANY RENT OR PAYMENTS HEREUNDER ARE HEREINAFTER CHARACTERIZED BY ANY COURT OF COMPETENT JURISDICTION AS THE REPAYMENT OF PRINCIPAL AND INTEREST THEREON, THIS SECTION 30.14 SHALL APPLY. ANY SUCH RENT OR PAYMENTS SO CHARACTERIZED AS INTEREST MAY BE REFERRED TO HEREIN AS “INTEREST.” ALL AGREEMENTS AMONG THE PARTIES HERETO ARE HEREBY LIMITED BY THE PROVISIONS OF THIS PARAGRAPH WHICH SHALL OVERRIDE AND CONTROL ALL SUCH AGREEMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER WRITTEN OR ORAL. IN NO WAY, NOR IN ANY EVENT OR CONTINGENCY (INCLUDING WITHOUT LIMITATION PREPAYMENT OR ACCELERATION OF THE MATURITY OF ANY OBLIGATION), SHALL ANY INTEREST TAKEN, RESERVED, CONTRACTED FOR, CHARGED, OR RECEIVED UNDER THIS LEASE OR OTHERWISE, EXCEED THE MAXIMUM NONUSURIOUS AMOUNT PERMISSIBLE UNDER APPLICABLE LAW. IF, FROM ANY POSSIBLE CONSTRUCTION OF ANY OF THE OPERATIVE AGREEMENTS OR ANY OTHER DOCUMENT OR AGREEMENT, INTEREST WOULD OTHERWISE BE PAYABLE IN EXCESS OF THE MAXIMUM NONUSURIOUS AMOUNT, ANY SUCH CONSTRUCTION SHALL BE SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH AND SUCH AMOUNTS UNDER SUCH DOCUMENTS OR AGREEMENTS SHALL BE AUTOMATICALLY REDUCED TO THE MAXIMUM NONUSURIOUS AMOUNT PERMITTED UNDER APPLICABLE LAW, WITHOUT THE NECESSITY OF EXECUTION OF ANY AMENDMENT OR NEW DOCUMENT OR AGREEMENT. IF LESSOR SHALL EVER RECEIVE ANYTHING OF VALUE WHICH IS CHARACTERIZED AS INTEREST WITH RESPECT TO THE OBLIGATIONS OWED HEREUNDER OR UNDER APPLICABLE LAW AND WHICH WOULD, APART FROM THIS PROVISION, BE IN EXCESS OF THE MAXIMUM LAWFUL AMOUNT, AN AMOUNT EQUAL TO THE

AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE INTEREST SHALL, WITHOUT PENALTY, BE APPLIED TO THE REDUCTION OF THE COMPONENT OF PAYMENTS DEEMED TO BE PRINCIPAL AND NOT TO THE PAYMENT OF INTEREST, OR REFUNDED TO LESSEE OR ANY OTHER PAYOR THEREOF, IF AND TO THE EXTENT SUCH AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE EXCEEDS THE COMPONENT OF PAYMENTS DEEMED TO BE PRINCIPAL. THE RIGHT TO DEMAND PAYMENT OF ANY AMOUNTS EVIDENCED BY ANY OF THE OPERATIVE AGREEMENTS DOES NOT INCLUDE THE RIGHT TO RECEIVE ANY INTEREST WHICH HAS NOT OTHERWISE ACCRUED ON THE DATE OF SUCH DEMAND, AND LESSOR DOES NOT INTEND TO CHARGE OR RECEIVE ANY UNEARNED INTEREST IN THE EVENT OF SUCH DEMAND. ALL INTEREST PAID OR AGREED TO BE PAID TO LESSOR SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE AMORTIZED, PRORATED, ALLOCATED, AND SPREAD THROUGHOUT THE FULL STATED TERM (INCLUDING WITHOUT LIMITATION ANY RENEWAL OR EXTENSION) OF THIS LEASE SO THAT THE AMOUNT OF INTEREST ON ACCOUNT OF SUCH PAYMENTS DOES NOT EXCEED THE MAXIMUM NONUSURIOUS AMOUNT PERMITTED BY APPLICABLE LAW.

30.15 Restriction On Collateralization.

Except to the extent required or permitted by the Operative Agreements, Lessor shall not mortgage, pledge, hypothecate or encumber or otherwise transfer any of its interest in this Lease or the Property.

[signature pages follow]

IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed and delivered as of the date first above written.


		WACHOVIA DEVELOPMENT CORPORATION, as Lessor

		By:		/s/ Xxxxxxx X. Xxxxx, Xx.

		Name:		Xxxxxxx X. Xxxxx, Xx.

		Title:		Vice President

[signature pages continue]


XXXXX XX XXXXX XXXXXXXX:
		XX
XXXXXX XX XXXXX:

I certify that on , personally came before me and this person acknowledged under oath to my satisfaction that: (a) this person is the of Wachovia Development Corporation, a North Carolina corporation, named in the foregoing Lease Agreement; and (b) the foregoing Lease Agreement was signed and delivered by the corporation as its voluntary act duly authorized by a proper resolution of its Board of Directors.

WITNESSETH my hand and seal.



		Notary Public

My Commission Expires:

Notary Seal


		UNITED THERAPEUTICS CORPORATION, as Lessee

		By:		/s/ Xxxxxxx X. Xxxxxxxxx

		Name:		Xxxxxxx X. Xxxxxxxxx

		Title:		Chief Executive Officer

[signature pages continue]


STATE OF :
		SS
COUNTY OF :

I certify that on , personally came before me and this person acknowledged under oath to my satisfaction that: (a) this person is the of United Therapeutics Corporation, a Delaware corporation, named in the foregoing Lease Agreement; and (b) the foregoing Lease Agreement was signed and delivered by the corporation as its voluntary act duly authorized by a proper resolution of its Board of Directors.

WITNESSETH my hand and seal.



		Notary Public

My Commission Expires:

Notary Seal

Receipt of this original counterpart
of the foregoing Lease is hereby
acknowledged as the date hereof

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Agent


By:		/s/ Xxxxxx X. Xxxxxxx

Name:		Xxxxxx X. Xxxxxxx

Title:		Vice President

[signature pages end]


XXXXX XX XXXXX XXXXXXXX:
		XX
XXXXXX XX XXXXX:

I certify that on , personally came before me and this person acknowledged under oath to my satisfaction that: (a) this person is the of Wachovia Bank, National Association, a national banking association, named in the foregoing Lease Agreement; and (b) the foregoing Lease Agreement was signed and delivered by the corporation as its voluntary act duly authorized by a proper resolution of its Board of Directors.

WITNESSETH my hand and seal.



		Notary Public

My Commission Expires:

Notary Seal

EXHIBIT A
TO THE LEASE AGREEMENT

LEASE SUPPLEMENT NO. ___

THIS LEASE SUPPLEMENT NO. (this “Lease Supplement”) dated as of , 2004 between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, as lessor (the “Lessor”), and UNITED THERAPEUTICS CORPORATION, a Delaware corporation, as lessee (the “Lessee”).

WHEREAS, Lessor is the ground lessee pursuant to the Ground Lease and is otherwise the owner or will be the owner of the Property described on Schedule 1 hereto (the “Property”) and wishes to lease the same to Lessee;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions; Rules of Usage. For purposes of this Lease Supplement, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Appendix A to the Participation Agreement, dated as of June 28, 2004, among Lessee, Lessor, the various financial institutions which are parties hereto from time to time, as Lenders, and Wachovia Bank, National Association, as the agent for the Primary Financing Parties and, respecting the Security Documents, as the agent for the Secured Parties, as such may be amended, modified, extended, supplemented, restated and/or replaced from time to time.

SECTION 2. The Property. Attached hereto as Schedule 1 is the description of the Property, with an Equipment Schedule attached hereto as Schedule 1-A, a schedule of Improvements attached hereto as Schedule 1-B, a copy of the Ground Lease attached hereto as Schedule 1-C and an Appurtenant Rights Schedule attached hereto as Schedule 1-D. Effective upon the execution and delivery of this Lease Supplement by Lessor and Lessee, the Property shall be subject to the terms and provisions of the Lease. Without further action, any and all additional Equipment funded under the Operative Agreements and any and all additional Improvements made to the Land shall be deemed to be titled to the Lessor and subject to the terms and conditions of the Lease and this Lease Supplement.

This Lease Supplement, together with the Lease, shall constitute a mortgage, deed of trust, security agreement and financing statement under the laws of the state in which the Property is situated and in furtherance thereof Lessee hereby grants and coveys unto XXX XXXXXXXX XXXXXXX, TRUSTEE, as trustee (the “Trustee”) all of Lessee’s right, title and interest in and to the Property, TO HAVE AND TO HOLD, in trust, upon the provisions of the Lease and this Lease Supplement. The maturity date of the obligations secured hereby shall be May 28, 2011 unless the Initial Term shall be renewed by one or more Renewal Terms, as provided by Section 2.2 of the Lease.

A-1

For purposes of provisions of the Lease and this Lease Supplement related to the creation and enforcement of the Lease and this Lease Supplement as a security agreement and a fixture filing, Lessee is the debtor and Lessor is the secured party. The mailing addresses of the debtor (Lessee herein) and of the secured party (Lessor herein) from which information concerning security interests hereunder may be obtained are set forth on the signature pages hereto. A carbon, photographic or other reproduction of the Lease and this Lease Supplement or of any financing statement related to the Lease and this Lease Supplement shall be sufficient as a financing statement for any of the purposes referenced herein.

SECTION 3. Use of Property. At all times during the Term with respect to the Property, Lessee will comply with all obligations under and (to the extent no Lease Event of Default exists and provided that such exercise will not impair the value of the Property) shall be permitted to exercise all rights and remedies under, all operation and easement agreements and related or similar agreements applicable to the Property.

SECTION 4. Ratification; Incorporation by Reference. Except as specifically modified hereby, the terms and provisions of the Lease and the Operative Agreements are hereby ratified and confirmed and remain in full force and effect. The Lease is hereby incorporated herein by reference as though restated herein in its entirety.

SECTION 5. Original Lease Supplement. The single executed original of this Lease Supplement marked “THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART” on the signature page thereof and containing the receipt of the Agent therefor on or following the signature page thereof shall be the original executed counterpart of this Lease Supplement (the “Original Executed Counterpart”). To the extent that this Lease Supplement constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in this Lease Supplement may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.

SECTION 6. GOVERNING LAW. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED ARE REQUIRED TO APPLY.

SECTION 7. Mortgage; Power of Sale. Without limiting any other remedies set forth in the Lease, in the event that a court of competent jurisdiction rules that the Lease and this Lease Supplement constitute a mortgage, deed of trust or other secured financing as is the intent of the parties, then Lessor and Lessee agree that Lessee hereby grants and conveys unto Trustee for the benefit of Lessor a Lien against the Property WITH POWER OF SALE, and that, upon the occurrence of any Lease Event of Default, Trustee shall have the power and authority, to the extent provided by law, upon request by Lessor and after prior notice and lapse of such time as may be required by law, to foreclose its interest (or cause such interest to be foreclosed) in all or any part of the Property, all as more fully set forth in the Lease Addendum – Deed of Trust attached to the Lease.

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SECTION 8. Lessee Acknowledgment. Lessee hereby acknowledges that Lessor’s rights hereunder have been assigned to the Agent.

SECTION 9. Counterpart Execution. This Lease Supplement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, all such counterparts together constituting but one (1) and the same instrument.

For purposes of the provisions of this Lease Supplement concerning this Lease Supplement constituting a security agreement and fixture filing, the addresses of the debtor (Lessee herein) and the secured party (Lessor herein), from whom information may be obtained about this Lease Supplement, are as set forth on the signature pages hereto.

[The remainder of this page has been intentionally left blank.]

A-3

IN WITNESS WHEREOF, each of the parties hereto has caused this Lease Supplement to be duly executed by an officer thereunto duly authorized as of the date and year first above written.


		WACHOVIA DEVELOPMENT CORPORATION, as Lessor

		By:

		Name:

		Title:


		Wachovia Development Corporation
		c/o Wachovia Securities, LLC
		000 Xxxxx Xxxxxxx Xxxxxx
		Xxxxxxxxx, XX 00000-0000
		Attention: Xxxxxxxxx Xxxxxxxxx

		UNITED THERAPEUTICS CORPORATION, as Lessee

		By:

		Name:

		Title:


		United Therapeutics Corporation
		0000 Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx, Xxxxxxxx 00000
		Attention: Xxxx X. Xxxxxx

A-4

Receipt of this original counterpart
of the foregoing Lease Supplement
is hereby acknowledged as the date hereof.

WACHOVIA BANK, NATIONAL
ASSOCIATION, as the Agent


By:

Name:

Title:

Wachovia Bank, National Association
000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxx

with a copy to:

Wachovia Bank, National Association
0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx
XxXxxx, XX 00000
Attention: J. Xxxx Xxxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000

A-5

SCHEDULE 1
TO LEASE SUPPLEMENT NO. 1

(Description of the Property)

A-6

SCHEDULE 1-A
TO LEASE SUPPLEMENT NO. 1

(Equipment)

All equipment purchased from proceeds of the Advances and located on the real property described on Schedule 1-C attached hereto and incorporated herein by reference.

A-7

SCHEDULE 1-B
TO LEASE SUPPLEMENT NO. 1

(Improvements)

All improvements purchased and/or constructed from proceeds of the Advances and located on the real property described on Schedule 1-C attached hereto and incorporated herein by reference.

A-8

SCHEDULE 1-C
TO LEASE SUPPLEMENT NO. 1

(Ground Lease)
(to include legal description of the Land)

A-9

SCHEDULE 1-D
TO LEASE SUPPLEMENT NO. 1

(Appurtenant Rights)

A-10

EXHIBIT B
TO THE LEASE AGREEMENT

After recordation return to:

Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxxxx Xxxxxxx

Parent Parcel ID No. 13-00971622

Space above this line
for Recorder’s use

MEMORANDUM OF LEASE AGREEMENT
AND
LEASE SUPPLEMENT NO. ___

THIS MEMORANDUM OF LEASE AGREEMENT AND LEASE SUPPLEMENT NO. (“Memorandum”), dated as of , 2004, is by and between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation (hereinafter referred to as “Lessor”), and UNITED THERAPEUTICS CORPORATION, a Delaware corporation (hereinafter referred to as “Lessee”).

WITNESSETH:

That for value received, Lessor and Lessee do hereby covenant, promise and agree as follows:



Notes to Clerk:		1. The Lease evidenced by this Memorandum is a Lease of 7 years or less which is not required to be recorded under §3-101 of the Real Property Article of the Maryland Code, and therefore this Memorandum is not subject to Recordation Tax or Transfer Tax under §12-108(u) and 13-207(a)(14) of the Tax-Property Article of the Maryland Code.

		2. This Memorandum and the Lease evidenced hereby is a “Supplemental Instrument” to that certain Deed of Trust, Assignment of Leases, Security Agreement and Financing Statement of even date herewith made by Lessee and Lessor for the benefit of Wachovia Bank, National Association, as Agent, on which all required Recordation Tax has been paid, and, as such, this Memorandum and the Lease evidenced hereby are exempt from Recordation Tax under §12-108(e) of the Tax-Property Article of the Maryland Code.

1. Demised Premises and Date of Lease. Lessor has leased to Lessee, and Lessee has leased from Lessor, for the Term (as hereinafter defined), certain real property (including all

B-1

improvements and fixtures located thereon) and other property located in Xxxxxxxxxx County, Maryland, which is described in the attached Schedule 1 (the “Property”), pursuant to the terms of a Lease Agreement between Lessor and Lessee dated as of the date hereof (as such may be amended, modified, extended, supplemented, restated and/or replaced from time to time, “Lease”) and a Lease Supplement No. 1 between Lessor and Lessee dated as of the date hereof (the “Lease Supplement”). The Lease and the Lease Supplement shall constitute a mortgage, deed of trust and security agreement and financing statement under the laws of the state in which the Property is situated, securing the principal sum of $32,000,000.00

For purposes of provisions of the Lease and the Lease Supplement related to the creation and enforcement of the Lease and the Lease Supplement as a security agreement and a fixture filing, Lessee is the debtor and Lessor is the secured party for the benefit of the Secured Parties. The mailing addresses of the debtor (Lessee herein) and of the secured party (Lessor herein) from which information concerning security interests hereunder may be obtained are as set forth on the signature pages hereof. A carbon, photographic or other reproduction of this Memorandum or of any financing statement related to the Lease and the Lease Supplement shall be sufficient as a financing statement for any of the purposes referenced herein.

2. Initial Term; Renewal Terms; Purchase Option; Sale Option.

(a) The initial term of the Lease for the Property (the “Initial Term”) commenced as of the Commencement Date and shall terminate as of May 28, 2011 (the “Initial Term Expiration Date”), unless the Initial Term is earlier terminated in accordance with the terms of the Lease.

(b) The Lease permits a maximum of three (3) renewal terms of five (5) years each (each, a “Renewal Term”). To the extent no Lease Default or Lease Event of Default has occurred and is continuing as of the Initial Term Expiration Date or the last day of the immediately preceding Renewal Term (each, an “Expiration Date”), as applicable, Lessee may, not less than three hundred sixty (360) days and no more than seven hundred twenty (720) days prior to the Initial Term Expiration Date or the last day of the first or second (but not the third) Renewal Term, if any, by irrevocable notice to Lessor, the Lenders and the Agent make written request to renew the Lease (and thereby extend the Expiration Date) for an additional period in each such Renewal Term of five (5) years. Lessor, each Lender and the Agent shall each make a determination, in the absolute and sole discretion of each such party, within ninety (90) days of receiving a request from Lessee to renew the term of the Lease as to whether or not such party will agree to renew the term of the Lease as requested; provided, however, that failure by any such party to make a timely response to Lessee’s request to renew the term of the Lease shall be deemed to constitute a refusal by such party to renew the term of the Lease. In response to a request to renew the term of the Lease, if (a) Lessor, each Lender and the Agent shall each agree to the requested renewal of the term of the Lease by delivering written confirmation of such acceptance of renewal of the term of the Lease to the Agent, Lessee and Lessor, then the Lease shall be renewed and shall expire on the date which is five years after the then current Expiration Date or (b) Lessor, any Lender or the Agent shall refuse (or be deemed to have refused) to agree to the requested extension, then the Term shall not be extended and shall expire on the then current Expiration Date and unless the Lessee properly makes an election pursuant to Section

B-2

20.1 of the Lease, the Lessee shall be deemed to have elected the Purchase Option which shall be exercised on the then current Expiration Date. Each Renewal Term, if any, shall commence on the day immediately following the Initial Term Expiration Date or the last day of the first or second Renewal Term, as applicable.

(c) Unless the term of the Lease has been renewed in accordance with the provisions of the Lease, then not less than one hundred eighty (180) days and no more than two hundred forty (240) days prior to the Expiration Date or, respecting the Purchase Option (as defined below) only, not less than sixty (60) days and no more than two hundred forty (240) days prior to any Payment Date (such Expiration Date or, respecting, the Purchase Option only, any such Payment Date being hereinafter referred to as the “Election Date”), Lessee may give Agent (on behalf of Lessor) irrevocable written notice (the “Election Notice”) that Lessee is electing (a) to purchase the Property on the applicable Election Date (the “Purchase Option”) or (b) with respect to an Election Notice given in connection with the Expiration Date only, the option to re-market the Property to a Person other than Lessee or any Affiliate of Lessee and cause a sale of the Property to occur on the applicable Election Date pursuant to the terms of Section 22.1 of the Lease (the “Sale Option”). If Lessee does not give an Election Notice indicating the Purchase Option or the Sale Option at least one hundred eighty (180) days and not more than two hundred forty (240) days prior to the Expiration Date, then Lessee shall be deemed to have elected for the Purchase Option to apply on the Expiration Date, If Lessee shall elect (or be deemed to have elected) to exercise the Purchase Option then Lessee shall pay to Lessor on the date on which such purchase is scheduled to occur an amount equal to the Termination Value for the Property (which the parties do not intend to be a “bargain” purchase price) and, upon receipt of such amounts and satisfaction of such obligations, Lessor shall transfer to Lessee (or to Lessee’s designee) all of Lessor’s right, title and interest in and to the Property in accordance with Section 20.2 of the Lease.

(d) Additional provisions regarding the Purchase Option and Sale Option are contained in the Lease.

3. Tax Payer Numbers.

Lessor’s tax payer number: 00-0000000.

Lessee’s tax payer number: 00-0000000.

4. Mortgage; Power of Sale. Lessor and Lessee intend that for bankruptcy, receivership, UCC commercial law and real estate law the Lease and the Lease Supplement will be treated as a financing arrangement and Lessee will be treated as the owner of the Property subject to the Ground Lease.

(a) Without limiting any other remedies set forth in the Lease, in the event the Lease and the Lease Supplement constitute a mortgage, deed of trust or other secured financing as is the intent of the parties (a “Deed of Trust”) then Lessee hereby grants and conveys unto XXX XXXXXXXX XXXXXXX, TRUSTEE, as trustee (“Trustee”), with POWER OF SALE, for the benefit of Lessor (on behalf of Secured Parties), all of Lessee’s right, title and interest in and

B-3

to the Property, TO HAVE AND TO HOLD the foregoing rights, interest and properties, and all rights, estates, powers and privileges appurtenant thereto, unto Trustee and her successors or substitutes in this trust, to her or their successors and assigns, in trust, however, upon the terms, provisions and conditions contained herein and in the Lease and the Lease Supplement. Upon the occurrence and during the continuance of any event of default under the Lease, Trustee shall have the power and authority, to the extent provided by law, upon request from Lessor and after prior notice and lapse of such time as may be required by law, to foreclose its interest (or cause such interest to be foreclosed) in Lessee’s right, title and interest in and to all or any part of the Property, all as set forth below.

(b) The Lessee shall be deemed the grantor under the Deed of Trust. The beneficiary under the Deed of Trust shall be the Lessor, as agent for the Secured Parties.

(c) This Deed of Trust is given to secure not only the Obligations on the date of the Lease, but also any and all future Obligations (including without limitation any and all advances which are made at the option of any of the Secured Parties, or otherwise, to the same extent as if such future advances were made on the date of execution and delivery of this Deed of Trust). The total principal amount of the Obligations (including without limitation any and all future advances) may increase or decrease from time to time; provided, however, that the aggregate principal of the Obligations (including without limitation any and all future advances) secured hereby (which includes all current and future obligations) shall not exceed at any one time the amount of THIRTY-TWO MILLION AND NO/100 DOLLARS ($32,000,000.00), plus interest and yield thereon, and other amounts, payments and premiums due on account thereof, and all other Obligations to the Secured Parties payable pursuant to or secured by the Operative Agreements. The Obligations shall mature on May 28, 2011 (unless said date is extended by exercise of any of the Renewal Terms).

(d) This Deed of Trust also constitutes a security agreement and fixture filing as contemplated by the Uniform Commercial Code, as adopted by the State of Maryland (the “UCC”). Lessee hereby assigns to Lessor and grant to Lessor a security interest in all of the Property which constitutes personal property owned by Lessee. In addition to its rights hereunder or otherwise, Lessor shall have all of the rights of a secured party under the UCC. The Memorandum of Lease, once recorded among the Land Records of Xxxxxxxxxx County, Maryland, shall be effective as a financing statement filed as a fixture filing with respect to all fixtures which constitutes a portion of the Property. The name and address of the Lessee, as debtor, and Lessor, as secured party, are set forth under the signatures of Lessee and Lessor below.

(e) As additional security, Lessee hereby immediately and absolutely sells, assigns, transfers, and sets over unto the Lessor the rights, interests and privileges which Lessee may have as lessor in any and all leases now existing or hereafter made that affect the Property. So long as no Lease Event of Default exists, Lessee shall have the right under a license granted hereby to collect all rents and profits from the leases.

(f) Lessee, in accordance with the provisions of the General Laws of the State of Maryland, the Maryland Rules of Procedure, or any other general or local laws of the State of

B-4

Maryland relating to mortgages and deeds of trusts, including any amendments, supplements, or additions thereto, does hereby: (1) declare its assent to the passing of a decree for the sale of the Property at any time after the recording of this Deed of Trust, such sale to take place after the occurrence of a Lease Event of Default, and (2) authorize the Trustee, after any such Lease Event of Default shall have occurred, to sell the Property. Such sale may be of the Property as a whole and it shall not be the duty of the party selling to sell the same in parts or in lots but such party may do so. The party selling shall give such notice as required by law and as he or she may deem expedient; and the terms of the sale may be all cash on ratification of the sale or such other terms as the party selling may deem expedient. The proceeds of any sale held by Trustee in foreclosure of the liens and security interests evidenced hereby shall be applied, first to all costs and expenses of the sale, including, but not limited to, reasonable Trustee’s fees and then as provided in Section 8.7 of the Participation Agreement.

(g) If, for any reason, Lessor shall elect to substitute for the Trustee herein named (or for any successor to said Trustee), Lessor shall have the right to appoint successor Trustee(s) by duly acknowledged written instruments, and each new Trustee immediately upon recordation of the instrument so appointing it shall become successor in title to the Property for the uses and purposes of this Deed of Trust, with all the powers, duties and obligations conferred on the Trustee in the same manner and to the same effect as though he were named herein as the Trustee. If more than one Trustee has been appointed, each of such Trustees and each successor thereto shall be and hereby is empowered to act independently.

(h) If the Lessee shall at any time purchase the Property pursuant to the Lease, or if the Property shall be sold in accordance with Article XXII of the Lease, then, upon satisfaction by the Borrower of its obligation to prepay the Financing and all other amounts owing to the Primary Financing Parties under the Operative Agreements, the Agent is hereby authorized and directed to release the Property from the Liens created by the Security Documents to the extent of its interest therein. In addition, upon the termination of the Commitments and the payment in full of the Financing and all other amounts owing by the Borrower and the Lessee hereunder or under any other Operative Agreement, the Agent is hereby authorized and directed to release the Property from the Liens created by the Security Documents to the extent of its interest therein. Following any such release, the Agent shall, at the sole cost and expense of the Lessee, execute and deliver to the Borrower and the Lessee such documents as the Borrower or the Lessee shall reasonably request to evidence such release.

5. Restriction on Collateralization. Except to the extent required or permitted by the Operative Agreements, Lessor shall not mortgage, pledge, hypothecate or encumber its interest in the Lease or the Property.

6. Effect of Memorandum. The purpose of this instrument is to give notice of the Lease and the Lease Supplement and their respective terms, covenants and conditions to the same extent as if the Lease and the Lease Supplement were fully set forth herein. This Memorandum shall not modify in any manner the terms, conditions or intent of the Lease or the Lease Supplement and the parties agree that this Memorandum is not intended nor shall it be used to interpret the Lease or the Lease Supplement or determine the intent of the parties under the Lease or the Lease Supplement.

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7. Lessee Acknowledgment. The Lessee hereby acknowledges that the Lessor’s rights hereunder have been assigned to Wachovia Bank, National Association, as Agent.

8. Definitions. To the extent any capitalized term is not defined herein, such term shall have the meaning set forth in Appendix A to that certain Participation Agreement dated as of the date hereof by and among the Lessor, the Lessee, the various banks and other lending institutions which are parties thereto from time to time, as the Credit Lenders, the various banks and other lending institutions which are parties thereto from time to time, as the Mortgage Lenders, and Wachovia Bank, National Association, as Agent for the Primary Financing Parties and, respecting the Security Documents, as Agent for the Secured Parties (as such may be amended, modified, extended, supplemented, restated and/or replaced from time to time, the “Participation Agreement”).

[The remainder of this page has been left blank intentionally.]

B-6

IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and year first written.


		LESSOR:

		WACHOVIA DEVELOPMENT CORPORATION, as Lessor

		By:

		Name:

		Title:


		Wachovia Development Corporation
		c/o Wachovia Securities, LLC
		One Wachovia Center
		000 Xxxxx Xxxxxxx Xxxxxx
		Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
		Attn: Xxxxxxxxx Xxxxxxxxx

		LESSEE:

		UNITED THERAPEUTICS CORPORATION,
		as Lessee

		By:

		Name:

		Title:


		United Therapeutics Corporation
		0000 Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx, Xxxxxxxx 00000
		Attn: Xxxx X. Xxxxxx

X-0

I HEREBY CERTIFY that on this day of , 2004, before the undersigned Notary Public in and for the State and County aforesaid, personally appeared , known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument as the of Wachovia Development Corporation, a North Carolina corporation, party to the foregoing instrument, and acknowledged that (i) he executed and delivered the foregoing and annexed instrument as the act and deed of said corporation for the purposes therein contained, and (ii) the principal amount of indebtedness secured hereby is $32,000,000.00, said indebtedness being the same as secured by that certain Deed of Trust, Assignment of Leases, Security Agreement and Financing Statement of even date with the foregoing instrument made by Lessor and Lessee for the benefit of Wachovia Bank, National Association, as Agent, to be recorded on the same date as the foregoing instrument and on which all required Recordation Tax has been paid.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.



		Notary Public

My Commission Expires:

[NOTARIAL SEAL]

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I HEREBY CERTIFY that on this day of , 2004, before the undersigned Notary Public in and for the State and County aforesaid, personally appeared , known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument as the of United Therapeutics Corporation, a Delaware corporation, party to the foregoing instrument, and acknowledged that (i) he executed and delivered the foregoing and annexed instrument as the act and deed of said corporation for the purposes therein contained, and (ii) the principal amount of indebtedness secured hereby is $32,000,000.00, said indebtedness being the same as secured by that certain Deed of Trust, Assignment of Leases, Security Agreement and Financing Statement of even date with the foregoing instrument made by Lessor and Lessee for the benefit of Wachovia Bank, National Association, as Agent, to be recorded on the same date as the foregoing instrument and on which all required Recordation Tax has been paid.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.



		Notary Public

My Commission Expires:

[NOTARIAL SEAL]

B-9

This is to certify that this document was prepared by Wachovia Development Corporation, one of the parties named herein.


		WACHOVIA DEVELOPMENT CORPORATION

		By
		Name
		Title

B-10

SCHEDULE 1

(Description of Property)

B-11

IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and year first written.


		LESSOR:

		WACHOVIA DEVELOPMENT CORPORATION

		By:

		Name:

		Title:


		Wachovia Development Corporation
		c/o Wachovia Securities, LLC
		000 Xxxxx Xxxxxxx Xxxxxx
		Xxxxxxxxx, XX 00000
		Attention:

		LESSEE:

		UNITED THERAPEUTICS CORPORATION

		By:

		Name:

		Title:


		United Therapeutics Corporation


		Attention:

X-00


XXXXX XX XXXXX XXXXXXXX:
		XX
XXXXXX XX XXXXXXXXXXX:

I certify that on , personally came before me and this person acknowledged under oath to my satisfaction that: (a) this person is the of Wachovia Development Corporation, a North Carolina corporation, named in the foregoing Memorandum; and (b) the foregoing Memorandum was signed and delivered by the corporation as its voluntary act duly authorized by a proper resolution of its Board of Directors.

WITNESSETH my hand and seal.



		Notary Public

My Commission Expires:

B-13


STATE OF	:
		SS
COUNTY OF	:

I certify that on , personally came before me and this person acknowledged under oath to my satisfaction that: (a) this person is the of United Therapeutics Corporation, a Delaware corporation, named in the foregoing Memorandum; and (b) the foregoing Memorandum was signed and delivered by the corporation as its voluntary act duly authorized by a proper resolution of its Board of Directors.

WITNESSETH my hand and seal.



		Notary Public

My Commission Expires:

B-14

SCHEDULE 1

(Description of Property)

B-15

XXXXX XX XXXXX XXXXXXXX

COUNTY OF MECKLENBURG