Woodridge Lease. Seller's lease for the premises in Woodridge, Illinois currently provides for the expiration of the term of lease on March 1, 2002, provided that lessee may provide lessor with written notice on or before June 1, 1999 of its intention to shorten the term of lease to March 1, 2000 if lessee pays a fee in the amount of $220,000 to lessor ("Opt-out Provision"). In the event that Acquisition does not give notice to lessor and Seller on or before May 20, 1999 of its intent to take advantage of the Opt-Out Provision, Acquisition shall remain liable on the Woodridge lease for the full term regardless of whether a Termination Notice is delivered, and in such event Buyer shall indemnify Seller or its holding company from any Seller Losses (as hereinafter defined) arising under such lease following the Closing Date. In the event that Acquisition gives notice to Seller and lessor on or before May 20, 1999 of its intent to take advantage of the Opt-out Provision (or in the event Seller, without being directed to do so by Acquisition, gives notice to the lessor of the intent to exercise the Opt-out Provision), Seller or its holding company shall pay to lessor the $220,000 termination fee when due. If Buyer does not deliver a Termination Notice to Seller as described in Section 1.4 hereof, Buyer or Acquisition shall refund to Seller or its holding company the amount of the termination fee paid by Seller to lessor (not to exceed $220,000) within 5 days after Seller delivers written notice of payment to Buyer, or the 5th day following the first anniversary of the Closing Date, whichever shall last occur. If Buyer delivers a Termination Notice to Seller and Acquisition has given notice to lessor and Seller on or before May 20, 1999 of its intent to take advantage of the Opt-out Provision, regardless of whether or not Seller has elected to exercise its remedies under the Security Agreement, Acquisition shall assign all of its rights and obligations under the lease for the property in Woodridge, Illinois to Seller or its holding company as of the Transfer Date, and Seller shall assume all such obligations and shall indemnify Buyer and Acquisition from any Losses arising under such lease following the Transfer Date; provided however, that Seller shall be required to assume such obligations only if Acquisition (or Buyer) has paid in full amounts due and payable or accrued on such lease up to the Transfer Date.
