Common use of LANDLORD ASSIGNMENT Clause in Contracts

LANDLORD ASSIGNMENT. (a) Landlord may assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease or any portion thereof (including the right to receive rental payments but excluding its duties and obligations hereunder), and Landlord may execute any and all instruments providing for the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document or agreement purporting to assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease, or any portion thereof, as security for the Landlord's obligation to repay any monetary obligation, is hereinafter referred to as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest in this Lease or any portion thereof, without the prior written consent of the Tenant. Notwithstanding the foregoing, the Tenant hereby acknowledges and agrees that Landlord shall have the right to encumber the Property with CMBS (commercial mortgage backed securities) financing or other traditional real estate financing. However, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease, upon which the Tenant may impose damages in an amount equal to the greater of $500,000 or 10% of the aggregate principal portion of all rental payments payable by the Tenant during the entire Term of this Lease, it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. (e) Landlord shall give Tenant written notice and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest in this Lease and any instrument relating thereto (including, but not limited to, instruments providing for the payment of Base Rent directly to an assignee or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter of this Lease (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the office of counsel for the Tenant) to any person or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or incompleteness of any information furnished by Landlord in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred to, such reference shall be deemed to include Landlord's successors or assigns, and all covenants and agreements by or on behalf of Landlord herein shall bind and apply to Landlord's successors and assigns, whether so expressed or not.

LANDLORD ASSIGNMENT. (a) Landlord may assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease or any portion thereof (including the right to receive rental payments but excluding its duties and obligations hereunder), and Landlord may execute any and all instruments providing for the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document or agreement purporting to assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease, or any portion thereof, as security for the Landlord's obligation to repay any monetary obligation, is hereinafter referred to as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest in this Lease or any portion thereof, without the prior written consent of the Tenant. Notwithstanding the foregoing, the Tenant hereby acknowledges and agrees that Landlord shall have the right to encumber sell, ------------------- transfer or assign in whole or in part, its rights and obligations under this Lease and in the Property with CMBS Store. Notwithstanding anything in this Lease to the contrary, any such sale, transfer or assignment shall operate to release Landlord from any and all subsequent liabilities under this Lease and shall result automatically in the purchaser or assignee assuming and agreeing to carry out all the covenants and obligations of Landlord herein. 19. Except as expressly modified by this First Amendment, the terms and provisions of the Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify, confirm and affirm each and every term and provision thereof. 20. The Lease, as amended by this First Amendment, constitutes the entire agreement between Landlord and Tenant, supersedes any prior agreement or understanding between Landlord and Tenant (commercial mortgage backed securities) financing or other traditional real estate financing. Howeverincluding, Landlord without limitation, the Extension Letter), and may not encumber the Property through be further modified or amended in any type manner other than in a writing signed by each of bond financing vehicle, including but not limited to certificate of participation financingLandlord and Tenant. (d) Violation 21. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. 22. This First Amendment is executed by Landlord the undersigned Land Trustee as Landlord, not personally, but solely as Trustee in the exercise of the provisions of Section 5951 power and authority conferred upon and vested in it as such Trustee. It is expressly understood and agreed that all of the California Government Code will constitute a material breach of this Leasewarranties, upon which indemnities, representations, covenants, undertakings and agreements herein made on the Tenant may impose damages in an amount equal to the greater of $500,000 or 10% part of the aggregate principal portion of all rental payments payable Trustee are undertaken by the Tenant during the entire Term of this Lease, it being expressly agreed that the aforesaid amount shall be imposed solely in its capacity as liquidated damagesTrustee, and not as a forfeiture personally. No personal liability or penalty. It personal responsibility is further specifically agreed that assumed by or shall at any time be asserted or enforceable against the aforesaid amount is presumed to be the amount of damages sustained by reason Trustee on account of any such violationwarranty, because from the circumstances and nature indemnity, representation, covenant, undertaking or agreement of the violation it would be impracticable Trustee in the Lease, as modified and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under amended by this Lease or applicable lawFirst Amendment. (e) Landlord shall give Tenant written notice and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest in this Lease and any instrument relating thereto (including, but not limited to, instruments providing for the payment of Base Rent directly to an assignee or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter of this Lease (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the office of counsel for the Tenant) to any person or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or incompleteness of any information furnished by Landlord in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred to, such reference shall be deemed to include Landlord's successors or assigns, and all covenants and agreements by or on behalf of Landlord herein shall bind and apply to Landlord's successors and assigns, whether so expressed or not.

LANDLORD ASSIGNMENT. Section 30.01 This Lease shall be fully assignable by Landlord or its successors and assigns, subject to the terms of Article 27 and this Article 30. In the event that from time to time Landlord desires to assign its interest in this Lease with respect to the Demised Properties (a) including to one or more Affiliates of Landlord), then Landlord, at its cost and expense, shall prepare a landlord assignment and assumption of lease agreement, pursuant to which Landlord may assign, transfer, mortgage, hypothecate or encumber Landlord's shall assign all its right, title and interest in and to this Lease to a transferee, and such transferee shall agree to be bound by all of the terms and conditions hereof and to assume and perform all of Landlord’s duties, obligations and liabilities hereunder, from and after the date of such transfer (the “Landlord Assignment and Assumption Agreement”). In such event, Landlord shall provide Tenant with a fully executed copy of any such Landlord Assignment and Assumption Agreement within five (5) Business Days after the mutual execution thereof. In addition, Tenant shall execute and deliver (or cause to be executed and delivered, as applicable) to Landlord any portion thereof other instruments and documents requested by Landlord in connection with the assignment, including any commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by Landlord’s assignee’s lenders. Without limiting the foregoing, Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment. From and after the effective date of any such Landlord Assignment and Assumption Agreement, Landlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to this Lease to the extent the transferee of Landlord’s interest under this Lease assumes Landlord’s performance, liabilities and expenses under this Lease. In no event shall Landlord have any liability under any Landlord Assignment and Assumption Agreement for any acts occurring from and after the date thereof. Without limiting the foregoing, Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any of the Demised Properties covered by a Landlord Assignment and Assumption Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding the Demised Properties. Section 30.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction (including for provincial law purposes and federal income tax purposes). In furtherance of the right foregoing, Landlord and Tenant each irrevocably waives, to receive rental payments the fullest extent permitted by Law, any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense that asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but excluding its duties a true lease. Landlord and obligations hereunder)Tenant each stipulate and agree not to challenge the validity, and Landlord may execute any and all instruments providing for enforceability or characterization of this Lease of the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document or agreement purporting to assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease, or any portion thereof, as security for the Landlord's obligation to repay any monetary obligation, is hereinafter referred to Demised Properties as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify true lease and further stipulate and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest nothing contained in this Lease creates or any portion thereofis intended to create a joint venture, without partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the prior written consent like. Landlord and Tenant each shall support the intent of the Tenantparties that the lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Notwithstanding Tenant has discussed the foregoing, the characterization of this Lease with its independent auditors and Tenant hereby acknowledges and agrees believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord shall have the sole right to encumber the Property claim all depreciation with CMBS (commercial mortgage backed securities) financing or other traditional real estate financing. However, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease, upon which the Tenant may impose damages in an amount equal respect to the greater Demised Properties. For the avoidance of $500,000 or 10% of the aggregate principal portion of all rental payments payable by the doubt, Tenant during the entire Term of this Lease, it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penaltyentitled to claim all depreciation with respect to any Tenant Equipment. It is further specifically agreed that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. (e) Landlord shall give Tenant written notice and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest Nothing in this Lease and any instrument relating thereto (including, but not limited to, instruments providing for the payment of Base Rent directly to an assignee or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter of this Lease (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the office of counsel for the Tenant) to any person or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or incompleteness of any information furnished by Landlord in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred to, such reference shall be deemed to include Landlord's successors constitute a guaranty, warranty or assignsrepresentation by either Landlord or Tenant as to the actual treatment of this transaction for provincial law purposes and for federal law purposes Section 30.03 Landlord and Tenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively and shall not be subject to severance or division. In furtherance of the foregoing, and Landlord and Tenant each (a) waives, to the fullest extent permitted by Law, any claim or defense based upon the characterization of this Lease as anything other than a master lease of all the Demised Properties and irrevocably waives, to the fullest extent permitted by Law, any claim or defense that asserts that this Lease is anything other than a master lease, (b) covenants and agreements agrees that it will not assert that this Lease is anything but a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, (c) stipulates and agrees not to challenge the validity, enforceability or characterization of this Lease of the Demised Properties as a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, and (iv) shall support the intent of the parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and to the extent that, any challenge occurs. To the extent that legal, tax or title insurance requirements in consummating the purchase of the Demised Properties by Landlord or on behalf leasing the Demised Properties to Tenant, may require, or may have required, individual purchase price allocations (including allocations of values for individual provincial or local transfer tax purposes and title insurance coverage amounts) or individual rent allocations (including allocations of rents in certain provinces for tax purposes), Landlord and Tenant agree that such individual allocations are solely to comply with legal, tax or title insurance requirements, and shall not be used or construed, directly or indirectly, to vary the intent of Landlord herein shall bind and apply Tenant that this Lease constitutes a single and indivisible lease of all the Demised Properties collectively and is not an aggregation of separate leases. The foregoing agreements and waivers by Tenant in this Section 30.03 are made as a material inducement to Landlord's successors Landlord to enter into the transaction contemplated by this Lease and assignsthat, whether so expressed or notbut for the foregoing agreements and waivers by Tenant, Landlord would not consummate this Lease.

LANDLORD ASSIGNMENT. Section 30.01 This Lease shall be fully assignable by Landlord or its successors and assigns, in whole or in part, subject to the terms of Article 27 and this Article 30. In the event that from time to time Landlord desires to assign partially its interest in this Lease with respect to one or more of the Demised Properties (including to one or more Affiliates of Landlord), then (a) Landlord may assignshall determine in its sole discretion, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and the Base Rent allocated to this Lease or any portion thereof Demised Properties covered by the partial assignment (including the right to receive rental payments but excluding its duties and obligations hereunder“Allocated Base Rent Amount”), and Landlord may execute any and all instruments providing for the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document Landlord, at its cost and expense, shall prepare a landlord assignment lease agreement (or landlord assignment lease agreements, in Landlord’s discretion) in the form attached hereto as Exhibit E with respect to any such Demised Properties (each, a “Landlord Assignment Lease Agreement”); (c) upon the assignment by Landlord, this Lease shall be amended to exclude any such Demised Properties from this Lease, and the Base Rent hereunder shall be reduced by the Allocated Base Rent Amount; and (d) the Base Rent payable under the Landlord Assignment Lease Agreement (or Landlord Assignment Lease Agreements) shall equal the Allocated Base Rent Amount. In such event, Tenant shall execute any such new Landlord Assignment Lease Agreement within five (5) Business Days after delivery to Tenant of an execution version thereof. In addition, Tenant shall execute and deliver (or cause to be executed and delivered, as applicable) to Landlord any other instruments and documents requested by Landlord in connection with the assignment, including any commercially reasonable subordination, non-disturbance and attornment agreement purporting that may be requested by Landlord’s assignee’s lenders. Without limiting the foregoing, Tenant agrees to assigncooperate reasonably with Landlord in connection with any such assignment. From and after the effective date of any such Landlord Assignment Lease Agreement, transferLandlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to the Demised Properties covered thereby. In no event shall Landlord have any liability under any Landlord Assignment Lease Agreement. Without limiting the foregoing, mortgage(x) Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any Demised Property covered by a Landlord Assignment Lease Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding such Demised Property; (y) Tenant acknowledges that any Landlord Assignment Lease Agreement may be, hypothecate or encumber in Landlord's right’s sole discretion, title a “master lease” agreement covering multiple Demised Properties (which Landlord Assignment Lease Agreement may include, in Landlord’s sole discretion, (i) language materially identical to that contained in Recital D and interest Section 30.03 of this Lease, even if such language does not appear in the form of Landlord Assignment Lease Agreement attached hereto as 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. Exhibit E, and (ii) a provision regarding governing law and waiver of jury trial materially identical to Article 26 of this Lease in lieu of the language in Article 26 of the form of Landlord Lease Assignment Agreement attached hereto as Exhibit E); and (z) any Landlord assignee that is a Landlord’s Affiliate may, in its sole discretion, elect to conform the terms of such Landlord Assignment Lease Agreement (other than Base Rent) to this Lease, rather than to the form of Landlord Assignment Lease Agreement attached hereto as Exhibit E. Section 30.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction (including for federal income tax purposes). In furtherance of the foregoing, Landlord and Tenant each irrevocably waives any portion thereofclaim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense that asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true lease. Landlord and Tenant each stipulate and agree not to challenge the validity, as security for enforceability or characterization of this Lease of the Landlord's obligation to repay any monetary obligation, is hereinafter referred to Demised Properties as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify true lease and further stipulate and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest nothing contained in this Lease creates or any portion thereofis intended to create a joint venture, without partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the prior written consent like. Landlord and Tenant each shall support the intent of the Tenantparties that the lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Notwithstanding Tenant has discussed the foregoing, the characterization of this Lease with its independent auditors and Tenant hereby acknowledges and agrees believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord shall have the sole right to encumber claim all depreciation with respect to the Property Demised Properties. For the avoidance of doubt, Tenant shall be entitled to claim all depreciation with CMBS respect to any Tenant Equipment. Section 30.03 Landlord and Tenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively and shall not be subject to severance or division unless and to the extent, (commercial mortgage backed securitiesi) financing or other traditional real estate financing. Howeverpursuant to Section 30.01, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited elects to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute effect a material breach partial assignment of this Lease, upon which (ii) Tenant elects to exercise a PE Option pursuant to Section 2.02, or (iii) there shall occur a replacement of a Demised Property pursuant to Article 31. In furtherance of the Tenant foregoing, and except as may impose damages result from the amendment of this Lease to eliminate certain Demised Properties and reduce Base Rent in an amount equal conjunction with the execution of Landlord Assignment Lease Agreements pursuant to the greater terms of $500,000 Section 30.01, Landlord and Tenant each (a) waives any claim or 10% defense based upon the characterization of the aggregate principal portion this Lease as anything other than a master lease of all rental payments payable by the Tenant during the entire Term of this Lease, it being expressly agreed Demised Properties and irrevocably waives any claim or defense that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed asserts that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. is anything other than a master lease, (eb) Landlord shall give Tenant written notice covenants and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest in agrees that it will not assert that this Lease and any is anything but a unitary, unseverable instrument relating thereto (includingpertaining to the lease of all, but not limited toless than all, instruments providing for of the payment of Base Rent directly Demised Properties, (c) stipulates and agrees not to an assignee challenge the validity, enforceability or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter characterization of this Lease (includingof the Demised Properties as a unitary, unseverable instrument pertaining to the lease of all, but not limited toless than all, offering memoranda, financial statements, economic and demographic informationof the Demised Properties, and legal opinions rendered by (iv) shall support the office intent of counsel for the Tenant) parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and to the extent that, any person challenge occurs. To the extent that legal, tax or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from title insurance requirements in consummating the inaccuracy or incompleteness purchase of any information furnished the Demised Properties by Landlord or leasing the Demised Properties to Tenant, may require, or may have required, individual purchase price allocations (including allocations of values for individual state transfer tax purposes and title insurance coverage amounts) or individual rent 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. allocations (including allocations of rents in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon certain states for tax purposes), Landlord and applicable Tenant agree that such individual allocations are solely to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred tocomply with legal, such reference shall be deemed to include Landlord's successors tax or assignstitle insurance requirements, and all covenants and agreements by shall not be used or on behalf construed, directly or indirectly, to vary the intent of Landlord herein shall bind and apply to Landlord's successors Tenant that this Lease constitutes a single and assigns, whether so expressed or notindivisible lease of all the Demised Properties collectively and is not an aggregation of separate leases.

LANDLORD ASSIGNMENT. Section 30.01 This Lease shall be fully assignable by Landlord or its successors and assigns, subject to the terms of Article 27 and this Article 30. In the event that from time to time Landlord desires to assign its interest in this Lease with respect to the Demised Properties (a) including to one or more Affiliates of Landlord), then Landlord, at its cost and expense, shall prepare a landlord assignment and assumption of lease agreement, pursuant to which Landlord may assign, transfer, mortgage, hypothecate or encumber Landlord's shall assign all its right, title and interest in and to this Lease to a transferee, and such transferee shall agree to be bound by all of the terms and conditions hereof and to assume and perform all of Landlord’s duties, obligations and liabilities hereunder, from and after the date -31- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 of such transfer (the “Landlord Assignment and Assumption Agreement”). In such event, Landlord shall provide Tenant with a fully executed copy of any such Landlord Assignment and Assumption Agreement within five (5) Business Days after the mutual execution thereof. In addition, Tenant shall execute and deliver (or cause to be executed and delivered, as applicable) to Landlord any portion thereof other instruments and documents requested by Landlord in connection with the assignment, including any commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by Landlord’s assignee’s lenders. Without limiting the foregoing, Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment. From and after the effective date of any such Landlord Assignment and Assumption Agreement, Landlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to this Lease to the extent the transferee of Landlord’s interest under this Lease assumes Landlord’s performance, liabilities and expenses under this Lease. In no event shall Landlord have any liability under any Landlord Assignment and Assumption Agreement for any acts occurring from and after the date thereof. Without limiting the foregoing, Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any of the Demised Properties covered by a Landlord Assignment and Assumption Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding the Demised Properties. Section 30.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction (including for provincial law purposes and federal income tax purposes). In furtherance of the right foregoing, Landlord and Tenant each irrevocably waives, to receive rental payments the fullest extent permitted by Law, any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense that asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but excluding its duties a true lease. Landlord and obligations hereunder)Tenant each stipulate and agree not to challenge the validity, and Landlord may execute any and all instruments providing for enforceability or characterization of this Lease of the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document or agreement purporting to assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease, or any portion thereof, as security for the Landlord's obligation to repay any monetary obligation, is hereinafter referred to Demised Properties as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify true lease and further stipulate and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest nothing contained in this Lease creates or any portion thereofis intended to create a joint venture, without partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the prior written consent like. Landlord and Tenant each shall support the intent of the Tenantparties that the lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Notwithstanding Tenant has discussed the foregoing, the characterization of this Lease with its independent auditors and Tenant hereby acknowledges and agrees believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord shall have the sole right to encumber the Property claim all depreciation with CMBS (commercial mortgage backed securities) financing or other traditional real estate financing. However, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease, upon which the Tenant may impose damages in an amount equal respect to the greater Demised Properties. For the avoidance of $500,000 or 10% of the aggregate principal portion of all rental payments payable by the doubt, Tenant during the entire Term of this Lease, it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penaltyentitled to claim all depreciation with respect to any Tenant Equipment. It is further specifically agreed that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. (e) Landlord shall give Tenant written notice and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest Nothing in this Lease and any instrument relating thereto (including, but not limited to, instruments providing for the payment of Base Rent directly to an assignee or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter of this Lease (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the office of counsel for the Tenant) to any person or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or incompleteness of any information furnished by Landlord in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred to, such reference shall be deemed to include Landlord's successors constitute a guaranty, warranty or assignsrepresentation by either Landlord or Tenant as to the actual treatment of this transaction for provincial law purposes and for federal law purposes Section 30.03 Landlord and Tenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively and shall not be subject to severance or division. In furtherance of the foregoing, and Landlord and Tenant each (a) waives, to the fullest extent permitted by Law, any claim or defense based upon the characterization of this Lease as anything other than a master lease of all the Demised Properties and irrevocably waives, to the fullest extent permitted by Law, any claim or defense that asserts that this Lease is anything other than a master lease, (b) covenants and agreements agrees that it will not assert that this Lease is anything but a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, (c) stipulates and agrees not to challenge the validity, enforceability or characterization of this Lease of the Demised Properties as a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, and (iv) shall support the intent of the parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and to the extent that, any challenge occurs. To the extent that legal, tax or title -32- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 insurance requirements in consummating the purchase of the Demised Properties by Landlord or on behalf leasing the Demised Properties to Tenant, may require, or may have required, individual purchase price allocations (including allocations of values for individual provincial or local transfer tax purposes and title insurance coverage amounts) or individual rent allocations (including allocations of rents in certain provinces for tax purposes), Landlord and Tenant agree that such individual allocations are solely to comply with legal, tax or title insurance requirements, and shall not be used or construed, directly or indirectly, to vary the intent of Landlord herein shall bind and apply Tenant that this Lease constitutes a single and indivisible lease of all the Demised Properties collectively and is not an aggregation of separate leases. The foregoing agreements and waivers by Tenant in this Section 30.03 are made as a material inducement to Landlord's successors Landlord to enter into the transaction contemplated by this Lease and assignsthat, whether so expressed or notbut for the foregoing agreements and waivers by Tenant, Landlord would not consummate this Lease.

LANDLORD ASSIGNMENT. Section 30.01 This Lease shall be fully assignable by Landlord or its successors and assigns, in whole or in part, subject to the terms of Article 27 and this Article 30. In the event that from time to time Landlord desires to assign partially its interest in this Lease with respect to one or more of the Demised Properties (including to one or more Affiliates of Landlord), then (a) Landlord may assignshall determine in its sole discretion, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and the Base Rent allocated to this Lease or any portion thereof Demised Properties covered by the partial assignment (including the right to receive rental payments but excluding its duties and obligations hereunder“Allocated Base Rent Amount”), and Landlord may execute any and all instruments providing for the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document Landlord, at its cost and expense, shall prepare a landlord assignment lease agreement (or landlord assignment lease agreements, in Landlord’s discretion) in the form attached hereto as Exhibit E with respect to any such Demised Properties (each, a “Landlord Assignment Lease Agreement”); (c) upon the assignment by Landlord, this Lease shall be amended to exclude any such Demised Properties from this Lease, and the Base Rent hereunder shall be reduced by the Allocated Base Rent Amount; and (d) the Base Rent payable under the Landlord Assignment Lease Agreement (or Landlord Assignment Lease Agreements) shall equal the Allocated Base Rent Amount. In such event, Tenant shall execute any such new Landlord Assignment Lease Agreement within five (5) Business Days after delivery to Tenant of an execution version thereof. In addition, Tenant shall execute and deliver (or cause to be executed and delivered, as applicable) to Landlord any other instruments and documents requested by Landlord in connection with the assignment, including any commercially reasonable subordination, non-disturbance and attornment agreement purporting that may be requested by Landlord’s assignee’s lenders. Without limiting the foregoing, Tenant agrees to assigncooperate reasonably with Landlord in connection with any such assignment. From and after the effective date of any such Landlord Assignment Lease Agreement, transferLandlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to the Demised Properties covered thereby. In no event shall Landlord have any liability under any Landlord Assignment Lease Agreement. Without limiting the foregoing, mortgage(x) Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any Demised Property covered by a Landlord Assignment Lease Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, hypothecate or encumber as amended. servicer regarding such Demised Property; (y) Tenant acknowledges that any Landlord Assignment Lease Agreement may be, in Landlord's right’s sole discretion, title a “master lease” agreement covering multiple Demised Properties (which Landlord Assignment Lease Agreement may include, in Landlord’s sole discretion, (i) language materially identical to that contained in Recital D and interest Section 30.03 of this Lease, even if such language does not appear in the form of Landlord Assignment Lease Agreement attached hereto as Exhibit E, and (ii) a provision regarding governing law and waiver of jury trial materially identical to Article 26 of this Lease in lieu of the language in Article 26 of the form of Landlord Lease Assignment Agreement attached hereto as Exhibit E); and (z) any Landlord assignee that is a Landlord’s Affiliate may, in its sole discretion, elect to conform the terms of such Landlord Assignment Lease Agreement (other than Base Rent) to this Lease, rather than to the form of Landlord Assignment Lease Agreement attached hereto as Exhibit E. Section 30.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction (including for federal income tax purposes). In furtherance of the foregoing, Landlord and Tenant each irrevocably waives any portion thereofclaim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense that asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true lease. Landlord and Tenant each stipulate and agree not to challenge the validity, as security for enforceability or characterization of this Lease of the Landlord's obligation to repay any monetary obligation, is hereinafter referred to Demised Properties as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify true lease and further stipulate and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest nothing contained in this Lease creates or any portion thereofis intended to create a joint venture, without partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the prior written consent like. Landlord and Tenant each shall support the intent of the Tenantparties that the lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Notwithstanding Tenant has discussed the foregoing, the characterization of this Lease with its independent auditors and Tenant hereby acknowledges and agrees believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord shall have the sole right to encumber claim all depreciation with respect to the Property Demised Properties. For the avoidance of doubt, Tenant shall be entitled to claim all depreciation with CMBS respect to any Tenant Equipment. Section 30.03 Landlord and Tenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively and shall not be subject to severance or division unless and to the extent, (commercial mortgage backed securitiesi) financing or other traditional real estate financing. Howeverpursuant to Section 30.01, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited elects to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute effect a material breach partial assignment of this Lease, upon which (ii) Tenant elects to exercise a PE Option pursuant to Section 2.02, or (iii) there shall occur a replacement of a Demised Property pursuant to Article 31. In furtherance of the Tenant foregoing, and except as may impose damages result from the amendment of this Lease to eliminate certain Demised Properties and reduce Base Rent in an amount equal conjunction with the execution of Landlord Assignment Lease Agreements pursuant to the greater terms of $500,000 Section 30.01, Landlord and Tenant each (a) waives any claim or 10% defense based upon the characterization of the aggregate principal portion this Lease as anything other than a master lease of all rental payments payable by the Tenant during the entire Term of this Lease, it being expressly agreed Demised Properties and irrevocably waives any claim or defense that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed asserts that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. is anything other than a master lease, (eb) Landlord shall give Tenant written notice covenants and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest in agrees that it will not assert that this Lease and any is anything but a unitary, unseverable instrument relating thereto (includingpertaining to the lease of all, but not limited toless than all, instruments providing for of the payment of Base Rent directly Demised Properties, (c) stipulates and agrees not to an assignee challenge the validity, enforceability or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter characterization of this Lease (includingof the Demised Properties as a unitary, unseverable instrument pertaining to the lease of all, but not limited toless than all, offering memoranda, financial statements, economic and demographic informationof the Demised Properties, and legal opinions rendered by (iv) shall support the office intent of counsel the parties that this Lease is a unitary, unseverable 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Tenant) Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and to the extent that, any person challenge occurs. To the extent that legal, tax or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from title insurance requirements in consummating the inaccuracy or incompleteness purchase of any information furnished the Demised Properties by Landlord or leasing the Demised Properties to Tenant, may require, or may have required, individual purchase price allocations (including allocations of values for individual state transfer tax purposes and title insurance coverage amounts) or individual rent allocations (including allocations of rents in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon certain states for tax purposes), Landlord and applicable Tenant agree that such individual allocations are solely to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred tocomply with legal, such reference shall be deemed to include Landlord's successors tax or assignstitle insurance requirements, and all covenants and agreements by shall not be used or on behalf construed, directly or indirectly, to vary the intent of Landlord herein shall bind and apply to Landlord's successors Tenant that this Lease constitutes a single and assigns, whether so expressed or notindivisible lease of all the Demised Properties collectively and is not an aggregation of separate leases.

LANDLORD ASSIGNMENT. Section 30.01 This Lease shall be fully assignable by Landlord or its successors and assigns, in whole or in part, subject to the terms of Article 27 and this Article 30. In the event that from time to time Landlord desires to assign partially its interest in this Lease with respect to one or more of the Demised Properties (including to one or more Affiliates of Landlord), then (a) Landlord may assignshall determine in its sole discretion, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and the Base Rent allocated to this Lease or any portion thereof Demised Properties covered by the partial assignment (including the right to receive rental payments but excluding its duties and obligations hereunder“Allocated Base Rent Amount”), and Landlord may execute any and all instruments providing for the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document Landlord, at its cost and expense, shall prepare a landlord assignment lease agreement (or landlord assignment lease agreements, in Landlord’s discretion) in the form attached hereto as Exhibit E with respect to any such Demised Properties (each, a “Landlord Assignment Lease Agreement”); (c) upon the assignment by Landlord, this Lease shall be amended to exclude any such Demised Properties from this Lease, and the Base Rent hereunder shall be reduced by the Allocated Base Rent Amount; and (d) the Base Rent payable under the Landlord Assignment Lease Agreement (or Landlord Assignment Lease Agreements) shall equal the Allocated Base Rent Amount. In such event, Tenant shall execute any such new Landlord Assignment Lease Agreement within five (5) Business Days after delivery to Tenant of an execution version thereof. In addition, Tenant shall execute and deliver (or cause to be executed and delivered, as applicable) to Landlord any other instruments and documents requested by Landlord in connection with the assignment, including any commercially reasonable subordination, non-disturbance and attornment agreement purporting that may be requested by Landlord’s assignee’s lenders. Without limiting the foregoing, Tenant agrees to assigncooperate reasonably with Landlord in connection with any such assignment. From and after the effective date of any such Landlord Assignment Lease Agreement, transferLandlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to the Demised Properties covered thereby. In no event shall Landlord have any liability under any Landlord Assignment Lease Agreement. Without limiting the foregoing, mortgage(x) Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any Demised Property covered by a Landlord Assignment Lease Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding such Demised Property; (y) Tenant acknowledges that any Landlord Assignment Lease Agreement may be, hypothecate or encumber in Landlord's right’s sole discretion, title a “master lease” agreement covering multiple Demised Properties (which Landlord Assignment Lease Agreement may include, in Landlord’s sole discretion, (i) language materially identical to that contained in Recital D and interest Section 30.03 of this Lease, even if such language does not appear in the form of Landlord Assignment Lease Agreement attached hereto as Exhibit E, and (ii) a provision regarding governing law and waiver of jury trial materially identical to Article 26 of this Lease in lieu of the language in Article 26 of the form of Landlord Lease Assignment Agreement attached hereto as Exhibit E); and (z) any Landlord assignee that is a Landlord’s Affiliate may, in its sole discretion, elect to conform the terms of such Landlord Assignment Lease Agreement (other than Base Rent) to this Lease, or any portion thereofrather than to the form of Landlord Assignment Lease Agreement attached hereto as Exhibit E. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as security amended. Section 30.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction (including for federal income tax purposes). In furtherance of the Landlord's obligation foregoing, Landlord and Tenant each irrevocably waives any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense that asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true lease. Landlord and Tenant each stipulate and agree not to repay any monetary obligationchallenge the validity, is hereinafter referred to enforceability or characterization of this Lease of the Demised Properties as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify true lease and further stipulate and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest nothing contained in this Lease creates or any portion thereofis intended to create a joint venture, without partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the prior written consent like. Landlord and Tenant each shall support the intent of the Tenantparties that the lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Notwithstanding Tenant has discussed the foregoing, the characterization of this Lease with its independent auditors and Tenant hereby acknowledges and agrees believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord shall have the sole right to encumber claim all depreciation with respect to the Property Demised Properties. For the avoidance of doubt, Tenant shall be entitled to claim all depreciation with CMBS respect to any Tenant Equipment. Section 30.03 Landlord and Tenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively and shall not be subject to severance or division unless and to the extent, (commercial mortgage backed securitiesi) financing or other traditional real estate financing. Howeverpursuant to Section 30.01, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited elects to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute effect a material breach partial assignment of this Lease, upon which (ii) Tenant elects to exercise a PE Option pursuant to Section 2.02, or (iii) there shall occur a replacement of a Demised Property pursuant to Article 31. In furtherance of the Tenant foregoing, and except as may impose damages result from the amendment of this Lease to eliminate certain Demised Properties and reduce Base Rent in an amount equal conjunction with the execution of Landlord Assignment Lease Agreements pursuant to the greater terms of $500,000 Section 30.01, Landlord and Tenant each (a) waives any claim or 10% defense based upon the characterization of the aggregate principal portion this Lease as anything other than a master lease of all rental payments payable by the Tenant during the entire Term of this Lease, it being expressly agreed Demised Properties and irrevocably waives any claim or defense that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed asserts that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. is anything other than a master lease, (eb) Landlord shall give Tenant written notice covenants and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest in agrees that it will not assert that this Lease and any is anything but a unitary, unseverable instrument relating thereto (includingpertaining to the lease of all, but not limited toless than all, instruments providing for of the payment of Base Rent directly Demised Properties, (c) stipulates and agrees not to an assignee challenge the validity, enforceability or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter characterization of this Lease (includingof the Demised Properties as a unitary, unseverable instrument pertaining to the lease of all, but not limited toless than all, offering memoranda, financial statements, economic and demographic informationof the Demised Properties, and legal opinions rendered by (iv) shall support the office intent of counsel for the Tenant) parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and to the extent that, any person challenge occurs. To the extent that legal, tax or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from title insurance requirements in consummating the inaccuracy or incompleteness purchase of any information furnished the Demised Properties by Landlord or leasing the Demised Properties to Tenant, may require, or may have required, individual purchase price allocations (including allocations of values for individual state transfer tax purposes and title insurance coverage amounts) or individual rent allocations (including allocations of rents in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon certain states for tax purposes), Landlord and applicable Tenant agree that such individual allocations are solely to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred tocomply with legal, such reference shall be deemed to include Landlord's successors tax or assignstitle insurance requirements, and all covenants and agreements by shall not be used or on behalf construed, directly or indirectly, to vary the intent of Landlord herein shall bind and apply Tenant that this Lease constitutes a single and indivisible lease of all the Demised Properties collectively and is not an aggregation of separate leases. -38- MASTER LAND AND BUILDING LEASE (Pool 3) 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Landlord's successors Rule 24b-2 under the Securities and assignsExchange Act of 1934, whether so expressed or notas amended.

LANDLORD ASSIGNMENT. Section 38.01 This Lease shall be fully assignable by the Landlord or its successors and/or assigns, in whole or in part, subject to the terms of Article XXXIV and this Article. In the event that from time to time Landlord desires to partially assign its interest in the Lease with respect to one or more of the Demised Properties, then (a) Landlord may assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and will determine the Base Rent allocated to this Lease or any portion thereof Demised Properties to be covered by the partial assignment (including the right to receive rental payments but excluding its duties and obligations hereunder), “Proposed Allocated Base Rent Amount”) and Landlord may execute any and all instruments providing for shall inform Tenant in writing of the payment of Proposed Allocated Base Rent Amount; then Tenant shall reply in writing to Landlord within five (5) business days after delivery thereof either (i) confirming its acceptance of the Proposed Allocated Base Rent Amount and such confirmed amount shall be the “Allocated Base Rent Amount” or (ii) rejecting such Proposed Allocated Base Rent Amounts due to the same directly causing potential capital lease accounting treatment in a detailed explanation reasonably satisfactory to Landlord and proposing an assignee or transfereeamount that is as close as possible to the Proposed Allocated Base Rent Amount without triggering potential capital lease accounting treatment and such proposed amount shall be the “Allocated Base Rent Amount,” and if Tenant fails to reply to Landlord within such five business day period, but only if the conditions set forth in this Section are met. Proposed Allocated Base Rent Amount shall be deemed approved and shall be the “Allocated Base Rent Amount”; (b) Any document Landlord, at its cost and expense, shall prepare an individual lease agreement (or agreement purporting individual lease agreements, in Landlord’s discretion) in the form attached hereto as Exhibit D with respect to assignany such Demised Properties (each, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease, or any portion thereof, as security for the Landlord's obligation to repay any monetary obligation, is hereinafter referred to as a "Security an “Individual Lease Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. ”); (c) Each assignee or transferee upon the assignment by Landlord, this Lease shall be amended to exclude any such Demised Properties from the Lease, the Base Rent hereunder shall be reduced by the Allocated Base Rent Amount; and (d) the Base Rent payable under the Security Individual Lease Agreement(s) will equal the Allocated Base Rent Amount. In such event, each party (including Landlord’s assignee), shall execute any such new Individual Lease Agreement within three (3) business days after Landlord’s delivery thereof. If Tenant fails to deliver such new Individual Lease Agreement within such 3 business day period, then Landlord shall certify deliver a subsequent written request of such new Individual Lease Agreement (the “New Individual Lease Agreement Second Request”) and agree Tenant shall be required to deliver such new Individual Lease Agreement within two (2) business days after the New Individual Lease Agreement Second Request. Notwithstanding clause (a) above, after the Original Lease Term and during any Option Period, Landlord shall determine in writing that such assignee or transferee has read its sole discretion, the Allocated Base Rent Amount. In addition, Tenant shall execute and is familiar deliver to Landlord, any other instruments and documents reasonably requested by Landlord in connection with the requirements sale or assignment, including without limitation a new guaranty (substantially in the form of Sections 5950-5955 of California Government Code, which prohibits the offer or sale Exhibit D) of any security constituting such Individual Lease Agreement and a fractional interest commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by Landlord’s assignee’s lenders. In addition, Tenant agrees to cooperate reasonably with Landlord in connection with any such sale or assignment (including, without limitation, agreeing to change the method of payment of Rent if required by Landlord’s assignee). From and after the effective date of any such Individual Lease Agreement, Landlord will be released from any liability thereafter arising with respect to the Demised Properties covered thereby. Without limiting the liability of assignee lessor under this Lease or following an assignment by Landlord pursuant to this Section, in no event shall Landlord have any portion thereof, without the prior written consent of the Tenantliability under any Individual Lease Agreement. Notwithstanding Without limiting the foregoing, the (x) Tenant hereby acknowledges and agrees that Landlord may agree with any purchaser or assignee of any Demised Property covered by an Individual Lease Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding such Demised Property; (y) Tenant acknowledges that any Individual Lease Agreement can be a “master lease” agreement covering multiple Demised Properties and (z) Landlord shall have the right to encumber the Property with CMBS (commercial mortgage backed securities) financing or other traditional real estate financing. However, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease, upon which the Tenant may impose damages in an amount equal to the greater of $500,000 or 10% of the aggregate principal portion of all rental payments payable by the Tenant during the entire Term of this Lease, it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penalty. It is further specifically agreed that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. (e) Landlord shall give Tenant written notice and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's assign its interest in this Lease and any instrument relating thereto (including, but not limited to, instruments providing for the payment of Base Rent directly to an assignee or transferee) at least thirty (30) days prior with respect to the effective date thereof. Demised Property identified on Exhibit A as U▇▇▇ #▇▇▇ (f) Landlord shall not furnish any information concerning Tenant or the subject matter of this Lease (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the office of counsel for the Tenant) to any person or entity, except with ▇▇▇▇▇▇'s prior written consent▇, ▇▇▇▇▇) to any of Landlord’s Affiliates and such Lease shall substantially be in the form of this Lease. Section 38.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction. In furtherance of the foregoing, Landlord and Tenant each waives any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive any claim or defense which asserts that the Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true lease. Landlord and Tenant each stipulate and agree not to challenge the validity, enforceability or characterization of the Lease of the Demised Properties as a true lease and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Landlord and Tenant each shall indemnifysupport the intent of the parties that the Lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, defend partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and hold to the extent that, any challenge occurs. Tenant believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord will claim all depreciation with respect to the Demised Properties. Section 38.03 Landlord and its officersTenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively, agents and employees harmless from shall not be subject to severance or division unless and against all claims to the extent, pursuant to Section 38.01, Landlord elects to effect a partial assignment of the Lease. In furtherance of the foregoing, and liability alleged to arise except as may result from the inaccuracy or incompleteness of any information furnished by Landlord in violation amendment of this Lease to eliminate certain properties and reduce Base Rent in conjunction with the execution of Individual Lease Agreements pursuant to the terms of Section 32.3. 38.01, Landlord and Tenant each (gi) The provisions waive any claim or defense based upon the characterization of this Section 32.3 shall be binding upon Lease as anything other than a master lease of all the Demised Properties and applicable irrevocably waive any claim or defense which asserts that the Lease is anything other than a master lease, (ii) covenant and agree that it will not assert that this Lease is anything but a unitary, unseverable instrument pertaining to the parties hereto lease of all, but not less than all, of the Demised Properties, (iii) stipulate and their respective successors and assigns. Whenever in this Section Landlord is referred toagree not to challenge the validity, such reference shall be deemed enforceability or characterization of the lease of the Demised Properties as a unitary, unseverable instrument pertaining to include Landlord's successors or assignsthe lease of all, but not less than all, of the Demised Properties, and all covenants (iv) shall support the intent of the parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and agreements by or on behalf of Landlord herein shall bind and apply to Landlord's successors and assignsthe extent that, whether so expressed or notany challenge occurs.

LANDLORD ASSIGNMENT. Section 30.01 This Lease shall be fully assignable by Landlord or its successors and assigns, subject to the terms of Article 27 and this Article 30. In the event that from time to time Landlord desires to assign its interest in this Lease with respect to the Demised Properties (a) including to one or more Affiliates of Landlord), then Landlord, at its cost and expense, shall prepare a landlord assignment and assumption of lease agreement, pursuant to which Landlord may assign, transfer, mortgage, hypothecate or encumber Landlord's shall assign all its right, title and interest in and to this Lease to a transferee, and such transferee shall agree to be bound by all of the terms and conditions hereof and to assume and perform all of Landlord’s duties, obligations and liabilities hereunder, from and after the date of such transfer (the “Landlord Assignment and Assumption Agreement”). In such event, Landlord shall provide Tenant with a fully executed copy of any such Landlord Assignment and Assumption Agreement within five (5) Business Days after the mutual execution thereof. In addition, Tenant shall execute and deliver (or cause to be executed and delivered, as applicable) to Landlord any portion thereof other instruments and documents requested by Landlord in connection with the assignment, including any commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by Landlord’s assignee’s lenders. Without limiting the foregoing, Tenant agrees to cooperate reasonably with Landlord in connection with any such assignment. From and after the effective date of any such Landlord Assignment and Assumption Agreement, Landlord shall be automatically released (without need for any further agreement or other document) from any liability thereafter arising with respect to this Lease to the extent the transferee of Landlord’s interest under this Lease assumes Landlord’s performance, liabilities and expenses under this Lease. In no event shall Landlord have any liability under any Landlord Assignment and Assumption Agreement for any acts occurring from and after the date thereof. Without limiting the foregoing, Tenant agrees that Landlord may agree in its sole discretion with any purchaser or assignee of any of the Demised Properties covered by a Landlord Assignment and Assumption Agreement to provide (or have a Landlord’s Affiliate provide) asset management and/or act as servicer regarding the Demised Properties. Section 30.02 Landlord and Tenant agree that this Lease constitutes a true lease and not a financing or other form of transaction (including for state law purposes and federal income tax purposes). In furtherance of the right foregoing, Landlord and Tenant each irrevocably waives, to receive rental payments the fullest extent permitted by Law, any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense that asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but excluding its duties a true lease. Landlord and obligations hereunder)Tenant each stipulate and agree not to challenge the validity, and Landlord may execute any and all instruments providing for enforceability or characterization of this Lease of the payment of Base Rent directly to an assignee or transferee, but only if the conditions set forth in this Section are met. (b) Any document or agreement purporting to assign, transfer, mortgage, hypothecate or encumber Landlord's right, title and interest in and to this Lease, or any portion thereof, as security for the Landlord's obligation to repay any monetary obligation, is hereinafter referred to Demised Properties as a "Security Agreement." Any Security Agreement which is executed without full compliance with the requirements of this Section shall be void. (c) Each assignee or transferee under the Security Agreement shall certify true lease and further stipulate and agree in writing that such assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of California Government Code, which prohibits the offer or sale of any security constituting a fractional interest nothing contained in this Lease creates or any portion thereofis intended to create a joint venture, without partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the prior written consent like. Landlord and Tenant each shall support the intent of the Tenantparties that the lease of the Demised Properties pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Notwithstanding Tenant has discussed the foregoing, the characterization of this Lease with its independent auditors and Tenant hereby acknowledges and agrees believes that this Lease will be treated as an operating lease rather than a capital lease. Landlord shall have the sole right to encumber the Property claim all depreciation with CMBS (commercial mortgage backed securities) financing or other traditional real estate financing. However, Landlord may not encumber the Property through any type of bond financing vehicle, including but not limited to certificate of participation financing. (d) Violation by Landlord of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease, upon which the Tenant may impose damages in an amount equal respect to the greater Demised Properties. For the avoidance of $500,000 or 10% of the aggregate principal portion of all rental payments payable by the doubt, Tenant during the entire Term of this Lease, it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a forfeiture or penaltyentitled to claim all depreciation with respect to any Tenant Equipment. It is further specifically agreed that the aforesaid amount is presumed to be the amount of damages sustained by reason of any such violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Tenant may exercise or pursue any other right or remedy it may have under this Lease or applicable law. (e) Landlord shall give Tenant written notice and a copy of each and every assignment, transfer, hypothecation or encumbrance of Landlord's interest Nothing in this Lease and any instrument relating thereto (including, but not limited to, instruments providing for the payment of Base Rent directly to an assignee or transferee) at least thirty (30) days prior to the effective date thereof. (f) Landlord shall not furnish any information concerning Tenant or the subject matter of this Lease (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the office of counsel for the Tenant) to any person or entity, except with ▇▇▇▇▇▇'s prior written consent. Landlord shall indemnify, defend and hold Tenant and its officers, agents and employees harmless from and against all claims and liability alleged to arise from the inaccuracy or incompleteness of any information furnished by Landlord in violation of this Section 32.3. (g) The provisions of this Section 32.3 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section Landlord is referred to, such reference shall be deemed to include Landlord's successors constitute a guaranty, warranty or assignsrepresentation by either Landlord or Tenant as to the actual treatment of this transaction for state law purposes and for federal law purposes Section 30.03 Landlord and Tenant agree that this Lease constitutes a single and indivisible lease as to all of the Demised Properties collectively and shall not be subject to severance or division. In furtherance of the foregoing, and Landlord and Tenant each (a) waives, to the fullest extent permitted by Law, any claim or defense based upon the characterization of this Lease as anything other than a master lease of all the Demised Properties and irrevocably waives, to the fullest extent permitted by Law, any claim or defense that asserts that this Lease is anything other than a master lease, (b) covenants and agreements agrees that it will not assert that this Lease is anything but a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, (c) stipulates and agrees not to challenge the validity, enforceability or characterization of this Lease of the Demised Properties as a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, and (iv) shall support the intent of the parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Demised Properties, if, and to the extent that, any challenge occurs. To the extent that legal, tax or title insurance requirements in consummating the purchase of the Demised Properties by Landlord or on behalf leasing the Demised Properties to Tenant, may require, or may have required, individual purchase price allocations (including allocations of values for individual state transfer tax purposes and title insurance coverage amounts) or individual rent allocations (including allocations of rents in certain states for tax purposes), Landlord and Tenant agree that such individual allocations are solely to comply with legal, tax or title insurance requirements, and shall not be used or construed, directly or indirectly, to vary the intent of Landlord herein shall bind and apply Tenant that this Lease constitutes a single and indivisible lease of all the Demised Properties collectively and is not an aggregation of separate leases. The foregoing agreements and waivers by Tenant in this Section 30.03 are made as a material inducement to Landlord's successors Landlord to enter into the transaction contemplated by this Lease and assignsthat, whether so expressed or notbut for the foregoing agreements and waivers by Tenant, Landlord would not consummate this Lease.