Leaseback Agreement

LEASEBACK AGREEMENT

This Leaseback Agreement ("Agreement") is made and entered into as of by and between Lessor: , with an address at , and Lessee: , with an address at .

RECITALS

WHEREAS, Lessor has acquired or will acquire from Lessee good and marketable fee simple title to the real property and improvements described as: (the "Premises"); and

WHEREAS, concurrently with such acquisition, Lessee desires to lease the Premises from Lessor on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the conveyance and this leaseback be treated as separate transactions, and that this Agreement govern their respective rights and obligations as Lessor and Lessee with respect to the Premises.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Premises" means the real property and improvements described in the recitals. "Commencement Date" means the date upon which Lessee is entitled to legal possession of the Premises pursuant to Section 4. "Term" means the period set forth in Section 3.

2. CONVEYANCE AND LEASEBACK

2.1 Conveyance. Concurrently with the execution of this Agreement, Lessee shall convey fee simple title to the Premises to Lessor pursuant to a separate purchase and sale agreement. The purchase price for the Premises shall be .

2.2 Leaseback. Lessor hereby leases the Premises to Lessee, and Lessee hereby leases the Premises from Lessor, upon the terms and conditions set forth in this Agreement. This Leaseback is a true lease and not a security arrangement.

3. TERM

The Term of this Leaseback shall commence on and shall expire on , unless earlier terminated in accordance with this Agreement.

4. RENT

4.1 Base Rent. Lessee shall pay to Lessor base rent in the amount of per month, payable in advance on the first day of each calendar month to the address designated in Section 12.

4.2 Additional Rent. All other sums payable by Lessee hereunder, including taxes, utilities, insurance premiums, repair costs and interest, shall be deemed "Additional Rent" and shall be recoverable as rent.

5. POSSESSION, USE AND CONDITION

5.1 Possession. Lessor shall deliver possession of the Premises to Lessee on the Commencement Date free of title defects that materially interfere with Lessee's use. Lessee shall accept the Premises in its then-existing condition, subject to Lessor's representations and warranties herein.

5.2 Use. Lessee shall use the Premises only for lawful purposes permitted by applicable zoning and regulatory requirements and shall not commit or permit waste or nuisance.

6. REPAIRS, MAINTENANCE AND ALTERATIONS

Lessee shall, at its sole cost and expense, maintain the Premises in good order and condition and shall make all repairs and replacements necessary to keep the Premises in the condition required by this Agreement, normal wear and tear excepted. Lessee shall obtain Lessor's prior written consent for material alterations, which consent shall not be unreasonably withheld when requested in writing.

7. TAXES, UTILITIES AND ASSESSMENTS

Lessee shall be responsible for and shall promptly pay when due all real property taxes, assessments, utility charges and other governmental impositions affecting the Premises during the Term, whether assessed against Lessor or Lessee. If any such charges are invoiced to Lessor, Lessee shall reimburse Lessor within thirty (30) days of demand.

8. INSURANCE

Lessee shall, at all times during the Term, maintain liability insurance, property insurance (including against fire and extended coverage risks) and such other policies as are customarily maintained for similar premises. Lessor shall be named as an additional insured and loss payee as its interest may appear, and Lessee shall provide certificates evidencing such coverage upon request.

9. CASUALTY AND CONDEMNATION

If the Premises are damaged or destroyed by fire or other casualty, Lessor shall promptly notify Lessee. The party receiving insurance proceeds shall apply such proceeds to repair or rebuild the Premises, unless the parties agree in writing to terminate this Agreement and the net proceeds shall be applied as provided by law. In the event of a taking by eminent domain which renders the Premises unusable for Lessee's purposes, either party may terminate this Agreement upon written notice.

10. DEFAULT; REMEDIES

10.1 Default. The failure by either party to perform any material obligation under this Agreement shall constitute a default if such failure remains uncured for thirty (30) days after written notice, or such longer period as may be reasonably required to cure.

10.2 Remedies. Upon a default, the non-defaulting party shall be entitled to pursue all remedies available at law or in equity, including specific performance, damages and recovery of costs and expenses, including reasonable attorneys' fees, subject to any limitation expressly set forth in this Agreement.

11. ASSIGNMENT AND SUBLETTING

Lessee shall not assign this Agreement or sublet the Premises in whole or in part without Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment or subletting without such consent shall be void and constitute a default.

12. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice.

13. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has full authority to enter into this Agreement, that execution and delivery have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

14. INDEMNIFICATION

Lessee shall indemnify, defend and hold harmless Lessor and its agents, employees and affiliates from and against all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Lessee's use, occupation or control of the Premises, except to the extent arising from Lessor's gross negligence or willful misconduct.

15. ENVIRONMENTAL MATTERS

Lessee shall comply with all environmental laws applicable to the Premises and shall not cause or permit the release, storage or disposal of hazardous substances except in compliance with law. Lessee shall promptly notify Lessor of any environmental condition or claim affecting the Premises.

16. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude further exercise of that or any other right.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any documents executed concurrently herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

19. MISCELLANEOUS

Time is of the essence with respect to all obligations of the parties. The headings in this Agreement are for convenience only and do not affect interpretation. The parties shall cooperate and execute such further instruments as may be reasonably necessary to carry out the provisions of this Agreement.

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