SW8130516_HISTORICAL FILE_20220329

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 13 05 �6
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2022 03 Z°
YYYYMMDD

Ili
Pusey, Steven
From: Maria Simonchyk <[e-mail]>
Sent: Tuesday, March 29, 2022 10:50 AM
To: Pusey, Steven
Subject: RE: [External] Handy Mart Hwy 53 - SW8130516 Permit Transfer to GPM Southeast, LLC
Attachments: 4731 SWP Plan of Action March 29 2022 (Ed Garronbone).pdf
CAUTION: External email. Do not click links or open attachments unless you verify. Send all suspicious email as an attachment to
Re ort Spam.
Good morning, Steve:
Please see attached the plan of action for permit k SW8130516.
Will this work?
Thank you,
Marla Simonchyk I Director of Licensing
Business Support Center
, tM GPM Investments, LLC
1. 8565 Magellan Pkwy, Suite 400
(N,V_E,SyT,MENTS-:C.LC' Richmond, VA 23227
Tel [phone] ext. 1176 1 Cell [phone] Fax [phone]
www.¢ominvestments.com I httos://www.facebook.com/fasmartshorestoo/
From: Pusey, Steven <[e-mail]>
Sent: Tuesday, March 22, 2022 3:43 PM
To: Maria Simonchyk <[e-mail]>
Subject: RE: [External] Handy Mart Hwy 53 - SW8130516 Permit Transfer to GPM Southeast, LLC
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Yes, I can give you an extension. If you can get it to my by end of next week, that would be fine.
Steve
5� �. &
Steven G. Pusey
Environmental Engineer II
Division of Energy, Mineral and Land Resources
State Stornnvater Program
North Carolina Department of Environmental Quality
Wilmington Regional Office

V
127 Cardinal Drive Esc., Wilmington. NC 28405
Office: [phone]
Direct: [phone]
Email steven.pusevGtjncdenr.gcv
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.
From: Maria Simonchyk <[e-mail]>
Sent: Tuesday, March 22, 2022 3:31 PM
To: Pusey, Steven <[e-mail]>
Subject: [External] Handy Mart Hwy 53 - SW8130516 Permit Transfer to GPM Southeast, LLC
CAUTION: External email: Do not click links or open attachments unless you verify. Send all suspiciousemail as an'attachment to
Report"Spam..,
Good afternoon. Steven:
We should not be missing anything in terms of documentation for the permit referenced above. If you see something
missing, please let me know.
However, the inspection report has revealed a few construction/maintenance issues that need to be fixed.
Storm Water Solutions company is working on the estimate for the pond repairs. I was supposed to have the Plan of
Action by today, but our Senior Project Manager is out of the office, and I'm not able to get an update from him on the
status of this matter until later this week.
It is possible that the Plan of Action has already been sent to you directly by Storm Water Solutions. I know that they are
actively working on fixing all the issues. I just don't have the direct contact with them and our internal point of contact
is out of the office today.
If the Plan of Action for this site has not been sent to you directly, can you please provide a few days extension? I will
make sure that the Plan of Action is delivered to you this week.
Thank you,
Maria Simonehyk I Directorof
Licensing
i
ti Business Support Center
GPM Investments, LLC
G P '' 8565 Magellan Pkwy, Suite 400
'iNVEST;IMENTS;I�a`C'' Richmond, VA 23227
Tel [phone] ext. 1176 1 Cell [phone] Fax [phone]
www.gpminvestments.com I https://www.facebook.com/fasmartshorestop/
This e-mail including any attachments is confidential, is intended only for the use of the intended recipient(s) and is the
property of GPM Investments, LLC and its affiliates ("GPM"). Any use of the information contained in this e-mail or any
dissemination, further distribution, or copying of this e-mail other than for the benefit of GPM is strictly prohibited. If

you havereceivedthis communication in error, please notify the sender immediately by replying to this message and
delete the original message.
This e-mail including any attachments is confidential, is intended only for the use of the intended recipient(s) and is the
property of GPM Investments, LLC and its affiliates ("GPM"). Any use of the information contained in this e-mail or any
dissemination, further distribution, or copying of this e-mail other than for the benefit of GPM is strictly prohibited. If
you have received this communication in error, please notify the sender immediately by replying to this message and
delete the original message.

AGPM
INVESTMENTS
8565 Magellan Parkway, Ste 400, Richmond, Virginia 23227 Phone: [phone] Fax: [phone]
March 29, 2022
Steven G. Posey
Division of Energy, Mineral and Land Resources
State Stormwater Program
North Carolina Department of Environmental Quality
Wilmington Regional Office
127 Cardinal Drive Ext., Wilmington, NC 28405
Regarding: Stormwater Permit "transfer - SW8130516
Dear Mr. Pusey:
Following up on the Compliance Inspection issues found on the Storm Water Pond at 1476 Burgaw Hwy,
Jacksonville NC 28540.
As per our conversation GPM Investments, LLC is working on resolving the issues identified and will
bring this pond into full compliance with NC DENR regulations.
I want to take this opportunity to thank you for your assistance and the information you provided on the
company that originally designed the SWP Crystal Coast Engineering and the Engineer, David Newsome
As discussed, we will be contacting Crystal Coast to review issues and deviations from the Plans. As you
know these repairs are going to take some time to ensure we get this resolved correctly and permanently.
We are requesting an extension with a completion date of July 15, 2022.
Plan of Action:
• Review As Built Plans with both Crystal Coast Engineering and Storm Water Solutions
• Develop new design that will meet NC DENR standards and regulations
• Submit scope and plan to NC DENR for prior approval
• Complete repairs as per approved scope and plans by July 15, 2022
• Notify NC DENR repairs are completed and SWP is ready for re -inspection
Sincerely,
Ed Garronbone
Ed Garronbone
Senior Project Manager
804-314-5328
egarroubonengpm i nvest m ents.com

Pusey, Steven
From: Pusey, Steven
Sent: Wednesday, March 9, 2022 11:45 AM
To: Drew Wides; [e-mail]
Subject: Permit SW8 130516 - Handy Mart Hwy 53 & SW8 110327 - Handy Mart Newport
Importance: High
I just wanted to advise that you may ignore line numbers 6 and 7 under the "Application" section of our
request for additional information on the subject permit SW8 130516. Since this is an older permit, the 2008
Rules apply here, thus the recorded deed 0&M Agreement and recorded plat referencing the O&M
Agreement are not required in order to transfer the permit. Dv � 1 StSMv� O o- &4
Also, on SW8 110327, Handy Mart Newport, it appears that the deed has been recorded with Carteret
County. So, line number 4 under the "Application" section of our request is not required.
Should you need to get an extension of time to resolve any issues before resubmitting, please email me your
request with a justification and a date of when the requested information will be submitted, which shall be no
later than 15 days past the original due date.
Let me know if you have any further questions.
Regards,
Steven G. Pusey
Environmental Engineer II
Division of Energy, Mineral and Land Resources
State Stormwater Program
North Carolina Department of Environmental Quality
Wilmington Regional Office
127 Cardinal Drive Est., Wilmington, NC 28405
Office: [phone]
Direct: [phone]
Email: steveii.ousevt-(Dncdenr.eov
Email correspondence to and from this address is subject to the
North Carolina Public Records Low and may be disclosed to third parties.

Pusey, Steven
From: Pusey, Steven
Sent: Tuesday, March 8, 2022 4:18 PM
To: '[e-mail]'; '[e-mail]'; '[e-mail]'
Cc: 'Drew Wides'; 'Heather Bear'
Subject: Additional Information on Transfer of Permit SW8 130516 / Inspection - Handy Mart -
Hwy S3
Attachments: 2022 03 addinfo CEI_deficient 130516.pdf; 2022 03 CEI BIMS 130516.pdf
Please reference the letter requesting additional information and the inspection report for subject
project. The requirements are similar to the previous requests for information on permits SW8 170909, and
SW8 201009. However, this project has different requirements on the inspection report.
We look forward to your earliest response, however no later than March 22, 2022.
Regards,
5'r". �. -P
Steven G. Pusey
Environmental Engineer 11
Division of Energy, Mineral and Land Resources
State Stormwater Program
North Carolina Department of Environmental Quality
Wilmington Regional Office
127 Cardinal Drive Est., Wilmington, NC 28405
Office: [phone]
Direct: [phone]
Email: steven.uuseya.ncderingov
—`
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.

ROY COOPER
Governor
ELIZABETH S. BISER
Secretary
BRIAN WRENN
Director
March 8, 2022
NORTH CAROLINA
Environmental Quality
Via email only: licensink,(a)pnminvesintents.com
GPM Southeast, LLC, Lessee
Attn: Donald Bassell, CFO
8565 Magellen Pkwy, Suite 400
Richmond, VA 23227
and
Attn: Michael Reiter, Authorized Representative
c/o: Oak Street Real Estate Capital, LLC
30 N. LaSalle Street, Suite 4140
Chicago, IL 60606
Subject: Request for Additional Information / Notice of Inspection
State Stormwater Management Permit No. SW8 130516
Handy Mart — Highway 53
Onslow County
Dear Mr. Bassell and Mr. Reiter:
The Wilmington Regional Office of the Division of Energy, Mineral and Land Resources (DEMLR) received and
accepted a signed Permit Transfer Application Form for the subject project on December 10, 2021. The
successor -owner of the property has requested to transfer the permit without consent of the permit holder in
accordance with 15A NCAC 02H.1045(I)(c) and G.S. 143-214.7(c5). A preliminary in-depth review of the
documentation submitted with the transfer request determined that the application is incomplete, and that
additional information is needed.
Since the transfer was submitted under NCAC 02H.1045(1)(c) and G.S. 143-214.7(c5), please provide the
following documentation in a single, hard copy submittal package to complete the application:
Application:
15A NCAC 02H.1045(2)(a)(iii) or (iv): Please confirm the following:
a. Section G of the application lists the applicant as Sandbar Portfolio Owner, LLC.
A review of the North Carolina Secretary of State's (NC SOS) corporation database found that
this LLC has 2 members, James Hennessey and Marc Zahr. however, the application does not
have their signature, or a signature from another manager. It states that it is care of Oak Street
Real Estate Capital, LLC, which doesn't have a listing on the NC SOS. Therefore, a letter of
authorization must be issued from one of the member -managers, stating that Mr. Reiter of Oak
Street Real Estate Capital is authorized to sign on behalf of Sandbar Portfolio Owner, LLC.
b. Please confirm the address listed in Section G of the application is consistent with the corporate
address on file with the NC SOS's corporation database. Section EA of the application is
intended for other related addresses and contact information.
c. Please provide complete contact information for the applicant, including phone number and e-
mail address, in Section G of the application.
2. 15A NCAC 02H.1040(1): The signature by other agents shall be accepted on the application only if
accompanied by a letter of authorization signed by the appropriate authority.
®� O% North Carolina Department of Environmental Quality I Division of Energy, Mineral and Land Resources
Wilmington Regional Office 1127 Cardinal Drive Extension I Wilmington, North Carolina 28405
wnm cwn u
910.796.7215

State Stormwater Permit No. SW8 130516
Page 2 of 3
3. 15A NCAC 02H.1040(1)(a): In the case of a limited liability corporation (LLC), the application must be
signed by a manager or company official as defined in GS 57D.
4/ 15A NCAC 02H.1045(2)(c): Please provide legal documentation of the property transfer to the proposed
/ permittee. The submitted deed must be recorded with Onslow County so it is a legal document.
(D 15A NCAC 02H.1045(2)(d): Also reference item 7 below. Please provide a signed and notarized
operation and maintenance agreement from the proposed permittee. The most recent version of this form,
which better clarifies the minimum requirements for maintaining these systems, is titled O&M EZ and
can be found on the following website: https://deg.nc.gov/about/divisions/energy-mineral-and-land-
or
internet for "NC
' 15A NCAC 0211.1050(I 1): Please provide a copy of the recorded Operation and Maintenance (O&M)
agreement. Note that this can be the old document, which was attached to the original permit, entitled
"Off -Site System Supplement". It was originally signed by E.J. Pope, Ill.
7� 15A NCAC 0211.1042(4)(c) and 15A NCAC 02H.1050(1 t): Please provide a copy of the recorded plat or
other recorded documentation that supports the site layout and the recorded drainage easements as shown
on the approved plans as well as referencing the recorded O&M agreement.
Notice of Inspection
On February 25, 2022, the Wilmington Regional Office of the Division of Energy, Mineral and Land Resources
(DEMLR) inspected the subject project to determine the status of compliance with this permit, most recently
issued on September 2, 2021. DEMLR file review and site inspection revealed that the site is not in compliance
with the terms and conditions of this permit. A copy of the completed form entitled "Compliance Inspection
Report" summarizing the findings of the recent inspection is attached to this letter. Please either address the
following items to demonstrate compliance with the permit or submit a plan of action that provides a
timeline in which the following compliance issues will be resolved.
8. The baffle walls are not constructed in accordance with the plans, and it appears that flow is directed
straight through the equalizer pipes or over the wall. Per the SCM Design Manual, the baffle walls were
designed to create a flow path of at least 3:1 through the pond. Please explain why it is not in accordance
with the plans and/or provide a plan of action to correct.
Per Section 11.3 of the permit, maintenance is required for items 9, 10, 1 1:
9. The outlet box trash rack is damaged and needs repair or replacement.
10. At least one of the equalizer pipes, designed to protrude the baffle wall, has been damaged and does not
go through the wall. This will need repair or replacement.
11. Forebay berm needs more stabilization. This will need repair and/or seeding/ sod.
Please submit a plan of action with a scheduled completion date, to address all issues mentioned above.
All of the requested information listed above should be received in this Office by March 22, 2022, or the
application will be returned as incomplete. If additional time is needed to submit the requested information,
please email your extension request prior to this due date to the email address provided below with a justification
and a date of when the requested information will be submitted, which shall be no later than 15 days past the
original due date. Please note that only two letters requesting additional information is allowed in the State
Stormwater Program for a total of 30 days to submit the requested additional information. !j the information is
not satisfactorily provided after either the second request or 30 days, the project will be returned. If the project is
returned and you wish to re -submit later, you will need to resubmit all required items at that time, including the
application fee.
IrlmNn
North Carolina Department of Environmental Quality I Division of Energy, Mineral and Land Resources
1 ' ./ Wilmington Regional office 1 127 Cardinal Drive Extension I Wilmington, North Carolina 28405
910796721S

State Stormwater Permit No. SWS 130516
Page 3 of 3
Please note that if, upon review of the submitted information or upon a deficient compliance inspection of the
project, it is determined that a major modification to the permit is required to resolve the compliance issues, the
transfer application will be returned as incomplete. Upon the issuance of the modified permit, and the successful
completion of any work required by the modified permit and/or the restoration of the site to design condition, the
applicant will need to submit an updated transfer application and a new fee to the Division to start the transfer
process over again.
Please remember that the permittee is responsible for complying with the terms and conditions of the permit and
the approved plans and specifications until the Division approves the transfer request.
Please reference the State assigned permit number on all correspondence. If you have any questions concerning
this matter, please feel free to call me at [phone] or email me at [e-mail].
Sincerely,
Steve r. �uaerj
Steve G. Pusey
Environmental Engineer If
Enclosure: Compliance Inspection Report
DES/sgp: G:\\\Stormwater\Permits & Projects\2013\130516 offsite\2022 03 addinfo CEI_deficient 130516
cc: WiRO Stormwater Permit File
®ra ��North Carolina Department of Environmental Quality I Division of Energy, Mineral and Land Resources
Wilmington Regional Office 1 127 Cardinal Drive Extension I Wilmington. North Carolina 28405
+�ani� ION41 4107g67215

Compliance Inspection Report
Permit:
SW8130516 Effective: 09/02/21
Project:
Handy Mart Hwy 53
Owner:
Judson Pope LLC
County:
Onslow
Region:
Wilmington
Expiration: 06/03/29
Adress: 1476 Burgaw Hwy
City/State/Zip: Jacksonville NC 28540
Contact Person: E Judson Pope Title: President Phone:[phone]
Directions to Project:
From int. of NC24 and NC53 in Jacksonville SW on NC53 approx. 1.1miles to Taylor Notion Road, site on left.
Type of Project: Slate Stormwater - HD - Detention Pond
Drain Areas: 1 -
On -Site Representative(s):
Related Permits:
Inspection Date: 02/25/2022 Entry Time 12:50PM
Primary Inspector: Connor Musial
Secondary Inspeclor(s):
Steven G Pusey
Reason for Inspection: Other
Permit Inspection Type: State Stormwater
Facility Status: ❑ Compliant N Not Compliant
Question Areas:
State Stormwater
(See attachment summary)
Exit Time: 01:15PM
Phone:
Inspection Type: Transfer Renewal
page 1

Permit: SW8130516 Owner • Project: Judson Pope LLC
Inspection Date: 02/25/2022 Inspection Type Transfer Renewal Reason for Visit: Other
Inspection Summary:
1. The baffle walls are not constructed in accordance with the plans. The pond should be designed to create a
flow path of at least 3:1 through the pond.
2. The outlet box trash rack is damaged.
3. At least one of the equalizer pipes, designed to protrude the baffle wall, has been damaged and does not go
through the wall.
4. Forebay berm needs more stabilization.
page 2

Permit: SW8130516 Owner -Project: Judson Pope LLC
Inspection Date: 02/25/2022 Inspection Type Transfer Renewal Reason for Visit: Other
File Review Yes No NA NE
Is the permit active? N ❑ ❑ ❑
Signed copy of the Engineer's certification is in the file? N ❑ ❑ ❑
Signed copy of the Operation & Maintenance Agreement is in the file? 0 ❑ ❑ ❑
Copy of the recorded deed restrictions is in the file? ❑ ❑ 0 ❑
Comment:
Built Upon Area Yes No NA NE
Is the site BUA constructed as per the permit and approval plans? 0 ❑ ❑ ❑
Is the drainage area as per the permit and approved plans? N ❑ ❑ ❑
Is the BUA (as permitted) graded such that the runoff drains to the system? 0 ❑ ❑ ❑
Comment:
SW Measures Yes No NA NE
Are the SW measures constructed as per the approved plans? ❑ 0 ❑ ❑
Are the inlets located per the approved plans? 0 ❑ ❑ ❑
Are the outlet structures located per the approved plans? ■ ❑ ❑ ❑
Comment: 1. The baffle walls are not constructed in accordance with the plans. The pond should be
designed to create a flow path of at least 3:1 through the pond.
Operation and Maintenance Yes No NA NE
Are the SW measures being maintained and operated as per the permit requirements? ❑ 0 ❑ ❑
Are the SW BMP inspection and maintenance records complete and available for review or ❑ ❑ ❑
provided to DWQ upon request?
Comment: 1. The outlet box trash rack is damaged.
2 At least one of the equalizer pipes designed to protrude the baffle wall, has been damaged
and does not go through the wall.
3. Forebav berm needs more stabilization.
Other Permit Conditions Yes No NA NE
Is the site compliant with other conditions of the permit? ❑ M ❑ ❑
Comment: See Application section of letter.
page 3

Burd, Tina J
From: Burd, Tina J
Sent: Monday, December 13, 2021 9:32 AM
To: [e-mail]; [e-mail]; [e-mail]
Subject: SWB 130516 - Handy Mart Highway 53
The Wilmington Regional Office of the Division of Energy, Mineral and land Resources (Stormwater Section) accepted
the Stormwater Permit Transfer Application and $505.00 fee for the subject project on December 10, 2021. The project
has been assigned to Steven Posey and you will be notified if.additional information is needed.
Best Regards,
Tina Burd
Administrative Associate II
Wilmington Regional Office
Division of Environmental Assistance & Customer Service
Phone [phone]
NCDEQ
Wilmington Regional Office
127 Cardinal Drive Ext.
Wilmington, NC 28405
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.
Website: http://deg.nc.gov/about/divisions/energy-mineral-land-resources/stormwater
Based on the current guidance to minimize the spread of COVID-tq, the Department of Environmental Quality has adjusted
operations to protect the health and safety of the staff and public. Many employees are working remotely or are on staggered
shifts. To accommodate these staffing changes, all DEQoffice locations are limiting public access to appointments only. Please
check with the appropriate staff before visiting our offices, as we may be able to handle your requests by phone or email. We
appreciate your patience as we continue to serve the public during this challenging time.

Transfer Application Completeness Review Checklist - Short Version
Permit#: 5iz$ 13c>5/ (.
Date Delivered toWIRO:
/D
202/
Project Name: uprJDJ1f�4'r }
b3 BIMS Received/Accepted Date: 12 lD zOW
Project County/Location: o4a (.2tV
4 C- 8 3 Date Given to Admin:
r� O
BIMS Acknowledged Date
J
* Permit Expiration Date*: Co / 3/20 Z
*If w/in 6 mo, STOP - needs renewal first. Exception:
only new permittee is
— I
submitting. Then transfer is logged in first
Proposed Permittee Signed Application?
Current Permittee Signed Application? QN
Proposed Permittee Type & Documents Needed:
If N, it will be evaluated under GS 143-214.7 (c2), which requires:
Common Area Deed in HOA's Name
F-150%Sold List
If N, it will be evaluated under GS 143-214.7(c5)
Owner(s)Eli�Purchaser "Lessee
Viable? MViable?
Purchase Agmt Lease
"Not Subdivided: Deed
Subdivision: Common Area Deed
Paperwork
®Application
12$505 Fee (within 6mo) Check#(s): .) ZJ&07(*
Deed Restrictions, if subdivided:
11PE Certification (if built or partially built)
Project N a rrative
Easements, Recorded (2017 Rules)
FIO&M on File (unless new one from HOA)
Electronic Copies
NOTES:
[Enter BIMS Acknowledged Date on this Sheet
Viable?
Election Minutes
Deed Restrictions Recorded
BUA/Lot Summary
(If HOA Signed Application)
EMAILED ENGINEER DATE:
REVIEWER NAME:
G:\\\Reference Library\Procedures\Checklists\Completeness Review Checklist_20211005 �`�� Trrer A,e&
RA,3b-J YgArri -TkptT eAt,) Zi
TfLA�JS EKED /r) TAI'ZJy-1

GJl M
SOUTHEAST, LLC
8565 Magellan Parkway • Suite 400 • Richmond, VA 23227 • Phone: [phone] • Fax: [phone]
12/09/2021
NC DEQ Division of Energy
127 Cardinal Drive Ext.
Wilmington, NC 28405
Via:FedEx
ECEEVE
DEC 10 2021
7h
Regarding: Stormwater Permit Transfer Applications — Handy Mart # 174 / 4731, Handy Mart # 178 /
4735, and Handy Mart #177 / 4734
Dear Sir or Madam:
GPM Southeast, LLC has recently acquired the three Handy Mart stores referenced above.
As part of this transaction, property ownership was transferred to Sandbar Portfolio Owner LLC.
Enclosed please find Stormwater Permit Transfer Applications, checks in the total amount of $1,515.00
(505.00/store), deeds, leases, and other applicable documents (all documents are submitted in duplicate).
If you have any questions or concerns, need additional information or documentation, or if there is anything
further we can do to assist with this matter, please do not hesitate to contact us at 804-730-1568, ext. 1176,
[phone] (c ) or via email: [e-mail].
Sincerely,
Maria Simonchyk
Director of Licensing

The State of South Carolina
Office of Secretary of State .Mark Hammond
Certificate of Authority
I, Mark Hammond, Secretary of State of South Carolina Hereby Certify that:
GPM SOUTHEAST, LLC,
a limited liability company duly organized under the laws of the State of Delaware, and
issued a certificate of authority to transact business in South Carolina on April 12th,
2013, with a duration that is at will, has as of this date filed all reports due this office,
paid all fees, taxes and penalties owed to the State, that the Secretary of State has
not mailed notice to the company that it is subject to being dissolved by administrative
action pursuant to S.C. Code Ann. §33-44-809, and that the company has not filed a
certificate of cancellation as of the date hereof.
10 2021
Given under my Hand and the Great Seal
of the State of South Carolina this 13th day
of February, 2018:
Mark Hananoti ,$ccretary of State

This instrument is prepared by Clifford P. Parson, Esq., a North Carolina licensed attorney.
Delinquent taxes, if any, will be paid by the closing attorney to the County'Tax Collector
upon disbursement of closing proceeds. The Preparer has made NO record search or
examination as to the property herein described, unless the same is shown by the Preparer's
written and signed certificate.
Excise Tax: $ 8,676.00
Parcel Identifier #: 029767
WHEN RECORDED D RETURN TO:
Boston National Tide Agency, LLC \ /
1 127 Auraria Pkwy Ste'
25
Denver, CO 80204
Attn: Legal Dept.
GRANTOR:.IUDSON POPE LLC
GRANTEE: SANDBAR PORTFOLIO OWNER LLC
SPECIAL WARRANTY DEED
(NORTH CAROLINA)
Store No.: 174
This Deed is made November 23 , 2021.
For the consideration of Ten Dollars and Zero Cents ($10.00), and other valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, JUDSON POPE LLC, a North
Carolina limited liability company ("Grantor"), having a current address of 1092 N.
Breareale Ave, Mount Olive, NC 28365, hereby conveys to SANDBAR PORTFOLIO
OWNER LLC, a Delaware limited liability company ("Grantee"), having a current address
Of 125 S Wacker Dr 91220, Chicago, Q. 60606 , the following described real property IN FEE SIMPLE
situated in Onslow County, North Carolina, together with all rights and privileges appurtenant
thereto:
Page I

See legal description set forth in Exhibit A attached and incorporated by this reference (the
"Property").
together with all improvements, buildings, structures and fixtures located thereon; all
easements, if any, benefiting the Property; all rights, benefits, privileges and appurtenances
pertaining to the Property, including any right, title and interest of Grantor in and to any property
lying in or under the bed of any street, alley, road or right-of-way, open or proposed, abutting or
adjacent to the Property; the strips, gaps or gores, if any, between the Property and abutting
properties; all water, water rights, oil, gas or other mineral interests in, on, under or above the
Property; and all rights and interests to receive any condemnation awards from any condemnation
proceeding pertaining to the Property, sewer rights, water courses, wells, ditches and flumes
located on or appurtenant to the Property.
THE PROPERTY WAS ACQUIRED BY GRANTOR BY INSTRUMENT AT Book: 3627,
Page: 824.
SUBJECT TO the matters set forth in Exhibit B attached hereto and made a part hereof.
AND Grantor hereby covenants with Grantee that Grantor is lawfully seized of the above
described property in fee simple and that Grantor has good right and lawful authority to sell and
convey the property. Grantor hereby warrants and agrees to forever defend the right and title to
the above described property unto the said Grantee against the lawful claims of all persons
claiming by, through or under the Grantor, but not otherwise.
(SIGNATURE PAGE FOLLOWS)
Page 2

Dated this 2-) `day of November, 2021 by the duly authorized representative of Grantor
under seal.
STATE OF NORTH CAROLINA)
) ss:
COUNTY OF Lt
GRANTOR:
JUDSON POPIC LLC,
a North Carolina limited liability company
r By:&��t(seal)
Name. Judson Pope, III
Title: Manager
a Notary Public for 6, o l ,, — County, State of North Carolina,
do hereby certify that E. Judson Pope, III, as Manager of JUDSON POPE LLC, a North Carolina
limited liability company, on behalf of such North Carolina limited liability company, personally
appeared before me this day acknowledging to me that he signed the foregoing instrument for the
purpose stated therein and in the capacity indicated.
Date: t t f1L-1. C I. t
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Page 3

EXHIBIT A To
SPECIAL WARRANTY DEED
Legal Description
The Land referred to herein below is situated in the County of Onslow, State of North Carolina,
and is described as follows:
All that certain tract or parcel of land lying and being situate in Onslow County, North Carolina,
and being more particularly described as follows:
Beginning at an iron stake set in the northern right of way line of N.C. Highway 53 (Burgaw
Highway) (100' R/W), said iron slake being located the following courses and distances from
N.C.G.S. Monument "Taylor" bearing grid coordinates N=365,304.8927 and E=2,453,875.807,
NAD 83: North 67111'27" East 1,462.83 feet (grid distance) to N.C.G.S. Monument "Hemby"
bearing grid coordinates N=365,871.9027 and E=2,455,224.072, NAD 83 and thence North
41 °00'38" East 390.95 feet (grid distance) to the point of beginning. The point of beginning bears
grid coordinates of N=366,166.9092 and E 2,455,480.6126. The point of beginning is the
southernmost corner of the property herein described and conveyed. Thence from said point of
beginning so located North 53°51'20" West 184.78 feet to an existing iron stake in the centerline
of Old Cummings Branch; thence along and with the centerline of Old Cummings Branch the
complement of the following courses and distances: North 19°16'21" East 98.91 feet to an existing
iron stake, North 28°25'29" East 80.92 feet to an existing iron stake, North 31 °20'57" East 86.70
feet to an existing iron stake, North 22°43'28" West 35.12 feet to an existing iron stake and North
26°29'34 East 50.31 feet to an existing iron stake; thence North 17°23'59" East 97.68 feet to an
existing iron stake (Note, the property line is the centerline of Old Cummings Branch as it
meanders); thence South 48°35'33" East 370.89 feet to an existing iron stake in the northern right
of way line of N.C. Highway 53; thence along and with the northern right of way line of N.C.
Highway 53 South 46°04'31" West 393.36 feet to the point of beginning.
Property Address: 1476 Burgaw Hwy, Jacksonville, NC 28540
Page 4

EXHIBIT B TO
SPECIAL WARRANTY DEED
Exceptions
I . All encumbrances, restrictions, covenants, conditions, and matters of title record.
2. Real estate taxes which are a lien not yet due and payable.
3. Encroachments and other matters which would be disclosed by an accurate survey or an
inspection of the premises.
4. Zoning and all other restrictions, regulations and ordinances applicable to the Property.
5. Interest of others in oil, gas and mineral rights, if any, recorded in the public records.
cq�;���',
DEC 10
2021
r
Page 5

b
c,
GPMI, LLC; GPM2, LLC; GPM3, LLC; CPM4, LLC; GPM5, LLC; CPM6, LLC;
GPM8, LLC; GPM9, LLC, GPM SOUTHEAST, LLC, E CIG LICENSING, LLC, GPM
APPLE, LLC AND GPM MIDWEST 18, LLC
ACTION TAKEN BY WRITTEN CONSENT
OF THE SOLE MEMBER
IN LIEU OF A MEETING
"rhe undersigned, being the sole Member of GPM I, LLC, a Delaware limited liability
company, GPM2 LLC, a Delaware limited liability company, GPM3, LLC, a Delaware limited
liability company, GPM4, LLC, a Delaware limited liability company, GPM5, LLC, a Delaware
limited liability company, CPM6, LLC, a Delaware limited liability company, GPM8, LLC, a
Delaware limited liability company, GPM9, LLC, a Delaware limited liability company, GPM
Southeast, LLC, a Delaware limited liability company, E Cig Licensing, LLC, a Delaware limited
liability company, GPM Apple, LLC, a Delaware limited liability company and GPM Midwest 18,
LLC, a Delaware limited liability company (collectively, the "Companies" and individually a
"Company"), and acting pursuant to the Delaware Limited Liability Company Act and to the
limited liability company agreement of the Company, hereby waive notice of a meeting and
consent to the adoption of the following resolutions and the actions contemplated herein:
WHEREAS, GPM Investments, LLC, a Delaware limited liability company ("GPM
Investments"), is the sole Member of the Companies;
WHEREAS, by action of the Board of Directors of GPM Investments, LLC dated
November 29, 2016, the officers of GPM Investments, LLC were directed to cause GPM
Investments, LLC, in its capacity as manager or sole member of each of the subsidiaries of GPM
Investments, LLC, other than GPM Petroleum LP, GPM Petroleum GP, LLC and GPM Petroleum,
LLC, to cause the officers of each such subsidiary to be the same as the officers of GPM
Investments, LLC; and
WHEREAS, pursuant to Limited Liability Company Agreements of the Companies, the
Member may, but is not required to, designate officers of the Companies; and
WHEREAS, the Member deems it advisable and in the best interest of each Company to
confirm the current officers of each Company.
NOW THEREFORE BE IT RESOLVED, that the following persons be and hereby are
confirmed as the sole officers of each Company, holding the offices set forth opposite their
respective names below, each to hold office until the earlier election and qualification of their
respective successors or until their earlier resignation or removal:
1. Arie Kotler
2. Eyal Nuchamovitz
3. Donald P. Bassell
DEC 10
Chief Executive Officer and President
Executive Vice President
Chief Financial Officer

FURTHER RESOLVED, that Maury Bricks, each Company's General Counsel, shall
keep minutes of all meetings of the sole Member of the Companies and have charge of the minute
books. The General Counsel shall not be considered an officer of the Companies however the
General Counsel is hereby empowered to sign as the "secretary" of each Company on any
instrument that requires a signature or attestation by such Company's secretary.
FURTHER RESOLVED, that any individual not listed above who was previously
appointed as an officer of any Company is hereby removed as an officer of such Company.
FURTHER RESOLVED, that the officers have the authority to execute documents and
agreements on behalf of each Company, acting with the signatures of at least two of them; and
FURTHER RESOLVED, that Arie Kotler, as Chief Executive Officer of each Company,
Eyal Nuchamovitz, as Executive Vice President of each Company and Don Bassell, as Chief
Financial Officer of each Company are hereby authorized and directed to act as signatories and as
listed officers in regards to any and all agreements, instruments, certificates and other licensing
documents, including without limitations, those licenses and documents filed with local and state
Alcoholic Beverage Control ("ABC") regulators, the Supplemental Nutrition Assistance Program
("SNAP") and/or the Illinois Gaming Board ("IGB"), and that no representatives of any Company
other than such officers may execute any documents with regard to ABC, SNAP or IGB licensing
unless such authority requires the signature of another person (such as, by way of example only, a
resident manager who must reside in a certain state for an ABC application or the "video gaming
manager" in the case of the IGB); and
FURTHER RESOLVED, that to the extent, and solely to the extent, any one of the officers
of a Company is prohibited by applicable regulations governing ABC or other licenses from acting
on behalf of such Company prior to meeting certain qualifications, that officer shall not be
authorized to execute any documents or participate in any decisions of such Company related to
matters regulated by such authority prior to the date such officer is qualified with the applicable
authority.
FURTHER RESOLVED, that the power of each officer shall cease upon his earlier
resignation or removal as an officer of the Companies; and
FURTHER RESOLVED, that unless otherwise authorized in a resolution of the Member,
all contracts and undertakings issued, executed or otherwise given in the name of each Company
shall, before the same shall be valid and binding upon such Company; be signed by at least two
authorized individuals; and
FURTHER RESOLVED, that in order to recognize the seniority and level of
responsibility of employees of each Company, the CEO shall have the right to assign titles to
employees of each Company, including, without limitation, the titles of Chief Operating Officer,
General Counsel, Executive Vice President, Senior Vice President and Vice President.
Notwithstanding such titles, such individuals are not appointed by the sole Member and shall not
be deemed to be officers of any Company. Such individuals shall perform such duties and have
such powers as may from time to time be delegated by the CEO; and

FURTHER RESOLVED, that the Member is hereby directed to file a copy of this Written
Consent in Lieu of a Meeting with the minutes of the proceedings of each Company; and
FURTHER RESOLVED, that Arie Kotler, as Chief Executive Officer of each Company,
Eyal Nuchamovitz, as Executive Vice President of each Company, and Donald P. Bassell, as Chief
Financial Officer of each Company, and any of them, are hereby authorized and directed to take
any and all such further and other action as is deemed necessary or advisable in connection with
the foregoing resolutions and to execute and deliver, as appropriate, any and all agreements,
instruments, certificates and other documents as deemed appropriate in connection therewith; and
FURTHER RESOLVED, that any and all action heretofore or hereafter taken by any officer
of any Company or the Member in furtherance of the distribution contemplated by the foregoing
resolutions is hereby ratified and confirmed as the act and deed of such Company; and
FURTHER RESOLVED, that this Action Taken by Written Consent of the Sole Member
may be executed in one or more counterparts, each of which shall be deemed to be an original
copy of this Consent and all of which, when taken together, shall be deemed to constitute one and
the same document. The date of execution of any and all such counterparts shall be deemed to be
the date set forth below. This Consent may be executed by facsimile and PDF signatures.
[SIGNATURE APPEARS ON NEXT PAGE]

f._
SIGNATURE PAGE TO WRITTEN CONSENT OF SOLE MEMBER OF
GPM I, LLC, GPM2, LLC, GPM3, LLC, GPM4, LLC, GPM5, LLC, GPM6, LLC, GPM8, LLC,
GPM9, LLC, GPM SOUTHEAST, LLC, E CIG LICENSING, LLC, GPM APPLE, LLC AND
GPM MIDWEST 18, LLC
IN WITNESS WHEREOF, the undersigned hereby consent to the actions set forth herein
as of the 3rd day of January, 2017.
By: GPM INVESTMENTS, LLC,
a Delaware limited liability company,
Sole Member
By:
Name: Arie Ko
Title: President aAd Chief Executive Officer
By: / '�j 1
Name: Don Bassell
Title: Chief Financial Officer

OType: CONSOLIDATED REAL PROPERTY
Recorded: 12/2/2021 12:12:22 PM
J 10 Fee Amt: $8,702.00 Page 1 of 6
Revenue Tax: $8,676.00
Onslow County, NC
Omega K. Jarman Reg. of Deeds
BK 5633 PG 379 - 384
This instrument is prepared by Clifford P. Parson, Esq., a North Carolina licensed attorney.
Delinquent taxes, if any, will be paid by the closing attorney to the County Tax Collector
upon disbursement of closing proceeds. The Preparer has made NO record search or
examination as to the property herein described, unless the same is shown by the Preparer's
written and signed certificate.
Excise Tax: S 8,676.00
Parcel Identifier #: 029767
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Boston National Title Agency, LLC
1127 Auraria I'kwy, Ste. 25
Denver, CO 80204
Attn: Legal Dept.
GRANTOR: JUDSON POPE LLC
GRANTEE: SANDBAR PORTFOLIO OWNER LLC
SPECIAL WARRANTY DEED
(NORTH CAROLINA)
Store No.: 174
This Deed is made November 23 2021.
For the consideration of Ten Dollars and Zero Cents ($10.00), and other valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, JUDSON POPE LLC, a North
Carolina limited liability company ("Grantor'), having a current address of 1092 N.
Breazeale Ave, Mount Olive, NC 28365, hereby conveys to SANDBAR PORTFOLIO
OWNER LLC, a Delaware limited liability company ("Grantee"), having a current address
Of 125 S WackerDr41220 Chicago 1160006 , the following described real property IN FEE SIMPLE
situated in Onslow County, North Carolina, together with all rights and privileges appurtenant
thereto:
Paee I
submitted electronically by "Andrew Adams, PA"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the onslow county Register of oeeds.
Book: 5633 Page: 379 Page 1 of 6

See legal description set forth in Exhibit A attached and incorporated by this reference (the
"Property").
together with all improvements, buildings, structures and fixtures located thereon; all
easements, if any, benefiting the Property; all rights, benefits, privileges and appurtenances
pertaining to the Property, including any right, title and interest of Grantor in and to any property
lying in or under the bed of any street, alley, road or right-of-way, open or proposed, abutting or
adjacent to the Property; the strips, gaps or gores, if any, between the Property and abutting
properties; all water, water rights, oil, gas or other mineral interests in, on, under or above the
Property; and all rights and interests to receive any condemnation awards from any condemnation
proceeding pertaining to the Property, sewer rights, water courses, wells, ditches and flumes
located on or appurtenant to the Property.
THE PROPERTY WAS ACQUIRED BY GRANTOR BY INSTRUMENT AT Book: 3627,
Page: 824.
SUBJECT TO the matters set forth in Exhibit B attached hereto and made a part hereof.
AND Grantor hereby covenants with Grantee that Grantor is lawfully seized of the above
described property in fee simple and that Grantor has good right and lawful authority to sell and
convey the property. Grantor hereby warrants and agrees to forever defend the right and title to
the above described property unto the said Grantee against the lawful claims of all persons
claiming by, through or under the Grantor, but not otherwise.
(SIGNATURE PAGE FOLLOWS)
Page 2
Book: 5633 Page: 379 Page 2 of 6

w
V
Dated this Q By of November, 2021 by the duly authorized representative of Grantor
under seal.
GRANTOR:
JUDSON POPE LLC,
a North Carolina limited liability company
By: &h�(seal)
Name. . Judson Pope, III
Title: Manager
STATE OF NORTH CAROLINA)
ss:
COUNTY OF
[ 6( .f ,-"k. C �ce ��S P--- , a Notary Public for 6 v e � County, State of North Carolina,
do hereby certify that E. Judson Pope, III, as Manager of JUDSON POPE LLC, a North Carolina
limited liability company, on behalf of such North Carolina limited liability company, personally
appeared before me this day acknowledging to me that he signed the foregoing instrument for the
purpose stated therein and in the capacity indicated.
Date:
U �p TARJ. o
z_
uBoo
ND3/8817567-8774, iJ/(CIOiut
Notapary P blic f
Notary Public Printed Name
My Commission Expires:
Book: 5633 Page: 379 Page 3 of 6
Page 3

.1
EXHIBIT A TO
SPECIAL WARRANTY DEED
Legal Description
The Land referred to herein below is situated in the County of Onslow, State of North Carolina,
and is described as follows:
All that certain tract or parcel of land lying and being situate in Onslow County, North Carolina,
and being more particularly described as follows:
Beginning at an iron stake set in the northern right of way line of N.C. Highway 53 (Burgaw
Highway) (100' R/W), said iron stake being located the following courses and distances from
N.C.G.S. Monument "Taylor" bearing grid coordinates N=365,304.8927 and E=2,453,875.807,
NAD 83: North 67'11'27" East 1,462.83 feet (grid distance) to N.C.G.S. Monument "Hemby"
bearing grid coordinates N=365,871.9027 and E=2,455,224.072, NAD 83 and thence North
41°00'38" East 390,95 feet (grid distance) to the point of beginning. The point of beginning bears
grid coordinates of N=366,166.9092 and E 2,455,480.6126. The point of beginning is the
southernmost corner of the property herein described and conveyed. Thence from said point of
beginning so located North 53e51'20" West 184.78 feet to an existing iron stake in the centerline
of Old Cummings Branch; thence along and with the centerline of Old Cummings Branch the
complement of the following courses and distances: North 19e l6'21" East 98.91 feet to an existing
iron stake, North 28°25'29" East 80.92 feet to an existing iron stake, North 31 °20'57" East 86.70
feet to an existing iron stake, North 22°43'28" West 35.12 feet to an existing iron stake and North
26°29'34 East 50.31 feet to an existing iron stake; thence North 17°23'59" East 97.68 feet to an
existing iron stake (Note, the property line is the centerline of Old Cummings Branch as it
meanders); thence South 48°35'33" East 370.89 feet to an existing iron stake in the northern right
of way fine of N.C. Highway 53; thence along and with the northern right of way line of N.C.
Highway 53 South 46°04'31" West 393.36 feet to the point of beginning.
Property Address: 1476 Burgaw Hwy, Jacksonville, NC 28540
Page 4
Book: 5633 Page: 379 Page 4 of 6

EXHIBIT B TO
SPECIAL WARRANTY DEED
Exceptions
1. All encumbrances, restrictions, covenants, conditions, and matters of title record.
2. Real estate taxes which are a lien not yet due and payable.
3. Encroachments and other matters which would be disclosed by an accurate survey or an
inspection of the premises.
4. Zoning and all other restrictions, regulations and ordinances applicable to the Property.
5. Interest of others in oil, gas and mineral rights, if any, recorded in the public records.
Page 5
Book: 5633 Page: 379 Page 5 of 6

DEPARTMENT OF TAX ADMINISTRATION
Tax Certification Form
(Check One Box)
✓❑ This certifies that there are no delinquent ad valorem taxes, or other
taxes which the Onslow County Tax Collector is charged with
collecting, that are a lien on:
Parcel Identification Number:
029767
GRANTEE: SANDBAR PORTFOLIO OWNER LLC
This is not a certification that this Onslow County Parcel
Identification Number matches the deed description.
No certification required, as attorney statement that any delinquent
taxes will be paid from closing proceeds is included on first page of
deed, and the assessor has obtained the desired information from the
conveyance (G.S. 105-303).
❑ Balance due on account. It must be paid to Onslow County Tax Collector.
Please make payment within 5 days of closing.
Pam Mteer
Pam McAteer Date: 0212.061Y1700 5 -05'00' 12/01/2021
Tax Collections Staff Signature Date
❑ This parcel may have deferred taxes which become due upon transfer of the
property. Call the Tax Office, Land Records Division at 910-989-2204 for
more information.
234 NW Corridor Blvd • Jacksonville, North Carolina • 28540 • Phone: [phone] • Fax: [phone] • OnslowCountyNC.gov/tax
Book: 5633 Page: 379 Page 6 of 6

MASTER LEASE AGREEMENT
By and Between
Sandbar Portfolio Owner LLC, a Delaware limited liability company
(Landlord)
and
GPM Southeast, LLC, a Delaware limited liability company
(Tenant)

TABLE OF CONTENTS
I. BASIC TERMS....................................................................................
2. DEFINITIONS AND BASE PROVISIONS ........................................
3. GRANTING CLAUSE.........................................................................
4. USE...................:...................................................................................
5. RENT...................................................................................:................
6. TRUE LEASE.......................................................................................
7. NET LEASE.........................................................................................
8. REAL ESTATE TAXES......................................................................
9. PERSONAL PROPERTY TAXES .......................................................
10. OPERATING EXPENSES...................................................................
11. TENANT'S REPAIR AND MAINTENANCE RESPONSIBILITIES
12. COMPLIANCE WITH LAWS.............................................................
13. SURRENDER OF PREMISES............................................................
14. ALTERATIONS...................................................................................
15. ENTRY BY LANDLORD....................................................................
16. TENAN'I'S INSURANCE OBLIGATIONS .......................................
17. OFAC....................................................................................................
18. WAIVER OF SUBROGATION...........................................................
19. FIRE OR OTHER CASUALTY...........................................................
20. CONDEMNATION..............................................................................
21. INDEMNIFICATION...........................................................................
22. ASSIGNMENT AND SUBLETTING .................................................
23. LIENS...................................................................................................
24. - TENANT'S DEFAULT........................................................................
25. REMEDIES OF LANDLORD.............................................................
26. SUBORDINATION/ATTORNMENT.................................................
27. ESTOPPEL CERTIFICATE.................................................................
28. HAZARDOUS MATERIALS..............................................................
29. PRESS RELEASES..............................................................................
30. 14O1-DING OVER................................................................................
31. FINANCIAL COVENANTS................................................................
32. QUIET ENJOYMENT..........................................................................
33. NOTICES..............................................................................................
34. PERSONAL LIABILITY.....................................................................
35. ENTIRE AGREEMENTT.......................................................................
36. AMENDMENTS..................................................................................
37. LEGAL INTERPRETATION..............................................................
38. OPTION TO RENEW..........................................................................
39. AUTHORITY TO ENTER INTO LEASE ...........................................
40. PARTIES BOUND...............................................................................
41. COUNTERPARTS; ELECTRONIC SIGNATURES ..........................
42. SEVERABILITY..................................................................................
43. WAIVER OF JURY TRIAL; CONSEQUENTIAL DAMAGES ........
Page
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......... 15
......... 17
......... 19
......... 19
......... 20
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......... 31
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......... 41
......... 42
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......... 50
......... 50
........ 51
........ 51
........ 51
........ 52
........ 52
........ 52
........ 52
........ 53
........ 54
........ 54
........ 54
........ 54
........ 55

44. MEMORANDUM OF LEASE......................................................................................... 55
45. BROKERS........................................................................................................................55
46. RIGHT OF FIRST REFUSAL TO PURCHASE............................................................. 55
47. GUARANTY....................................................................................................................57
48. LOCAL LAW 13ROVISION.............................................................................................57
11

MASTER LEASE AGREEMENT
THIS MASTER LEASE AGREEMENT (this "Lease") is entered into'as of the 20 day
of October , 2021, by and between Sandbar Portfolio Owner LLC, a Delaware limited
liability company ("Landlord"), and GPM Southeast, LLC, a Delaware limited liability company
("Tenant").
RECITALS
A. E. J. Pope & Son, Inc., a North Carolina corporation, EJP Real Estate One, LLC, a North
Carolina limited liability company, EJP III Real Estate One, LLC, a North Carolina limited
liability company, MLP/CPL LLC, a North Carolina limited liability company, Judson
Pope LLC, a North Carolina limited liability company, Hwy 24 Rhodestown LLC, a North
Carolina limited liability company, EJP III Equipment, LLC, a North Carolina limited
liability company, HM 78 Surf City, LLC, a North Carolina limited liability company, HM
68 Bridgeton, LLC, a North Carolina limited liability company, KMP Properties of Carteret
County, LLC, and GTBP Equipment, LLC, a North Carolina limited liability company
(collectively, "Seller"), entered into that certain Asset Purchase Agreement with Tenant
and Tenant's Affiliate, GPM Petroleum, LLC, dated as of September 14, 2021 (as may be
amended and/or modified from time to time, the "APA"), pursuant to which, inter alia,
Seller agreed to sell and transfer fee simple interest in the Premises to Tenant,or its
designee.
B. Landlord, as Tenant's designee, is purchasing the Premises from Seller as of the "Closing
Date" as defined in the APA (the "Effective Date").
C. Landlord and Tenant are executing this Lease, pursuant to which Landlord shall lease the
Premises back to Tenant, on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises, covenants, and
agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant agree as follows:
BASIC TERMS.
A. "Base Rent": Base Rent shall be paid in accordance with and in the amounts
set forth on Exhibit A attached hereto and made a part hereof, subject to
increases as set forth herein.
B. "Building": The building or buildings located on the Property in the
approximate square footages set forth on Exhibit B-1 attached hereto and
made a part hereof.
C. "Commencement Date": the "Closing Date" as defined in the APA,
anticipated to occur as of November 9, 2021.

D. "Expiration Date": The last day of the calendar month in which the twenty
(20) year anniversary of the Commencement Date shall occur, or as
otherwise extended pursuant to the terms hereof.
E. "Option to Renew": Six (6) additional periods of five (5) years each under
the terms and conditions set forth in Section 38 of this Lease.
1'. "Premises": Collectively, the Building and the Property.
G. "Property": Those certain tracts or parcels of land, more particularly
described on Exhibit B-1 attached hereto and made a part hereof.
11. "Term": A period of twenty (20) years (plus the number of days, if any, to
have this Lease expire on the last day of calendar month), commencing on
the Commencement Date and expiring on the Expiration Date, unless
extended as hereinafter provided.
2. DEFINITIONS AND BASE PROVISIONS.
For purposes of this Lease, the following terms shall have the meanings indicated below:
A. "Acquisition Threshold" means the Total Landlord Investment equals or
exceeds Three Hundred Million and No/100 Dollars ($300,000,000.00).
B. "ADA": The Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101
et seq., as the same may be amended from time to time and any and all rules
and regulations which have become effective prior to the date of this Lease
under such statutes.
C. "Affiliate": With respect to Landlord or Tenant, shall mean a person or
entity that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with such person or
entity. The term "control' as used in the immediately preceding sentence,
means, with respect to an entity that is a corporation, limited liability
company, partnership or other entity, the right to exercise, directly or
indirectly, more than fifty percent (50%) of the voting rights attributable to
the ownership interests of the entity, with respect to any non -publicly traded
company, and more than twenty-five percent (25%) ownership, or
management control, with respect to any publicly traded company.
D. "Alterations": Defined in Section 15.A hereof.
E. "Anti -Money Laundering Laws": The BSA and the United and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (commonly referred to as the
USA Patriot Act), P.L. 107-56, as the same may be amended from time to
time and any and all rules and regulations which have become effective
prior to the date of this Lease under such statutes.
2

F. "Applicable Rent Reduction Percentage" means, with respect to any Site, a
fraction, the numerator of which shall be the dollar amount allocated to such
Site on Exhibit B-2 attached hereto, and the denominator of which shall be
the total dollar amount allocated to all Sites on Exhibit B-2 attached hereto
that are then subject to this Lease.
G. "Arbitration Notice": Defined in Section 39.0 hereof.
hl. "Architect" shall mean an architect selected by Tenant to complete any
applicable Tenant's Work, who is reasonably acceptable to Landlord.
1. "Base Rent": Defined in Section LA hereof.
J. "BSA": The Bank Secrecy Act (otherwise known as the Currency and
Foreign Transactions Reporting Act), 31. U.S.C. §§ 310 et seq., as the same
may be amended from time to time and any and all rules and regulations
which have become effective prior to the date of this Lease under such
statutes.
K. "Building": Defined in Section 1.B hereof.
L. "Commencement Date": Defined in Section LC hereof.
M. "Comparable Buildings": Buildings in the market in which the applicable
Building is located that are comparable in size, design, use, age, location,
class and quality to such Building
N. "Contract": Defined in Section 46.0 hereof.
O. "Control" shall mean with respect to an entity that is a corporation, limited
liability company, partnership or other entity, the right to exercise, directly
or indirectly, more than fifty percent (50%) of the voting rights attributable
to the ownership interests of the entity.
P. "Default Rate": The lesser of (i) the Prime Rate plus five percent (5%) per
annum, compounding monthly, or (ii) the highest rate allowed by applicable
Law.
Q. "EBITDA": The sum, without duplication, of the following on a
consolidated basis and as determined in accordance with generally accepted
accounting principles ("GAAP") in effect at the time: (i) net income (loss),
plus (ii) income tax expense, minus (iii) income tax benefit, plus (iv) interest
expense, minus (v) interest income, plus (vi) depreciation expense, plus
(vii) amortization expense, plus (viii) losses on sale of property, plant and
equipment and other assets, minus (ix) gains on the sale of property, plant
and equipment and other assets, plus (x) any impairment charges, plus (xi)
any expensed transaction/acquisition related fees and expenses, plus (xii)
any extraordinary, unusual or non -recurring charges including any

restructuring or integration costs that were expensed, minus (xiii) any
extraordinary, unusual or non -recurring gains. To the extent that a
significant transaction has been consummated within the measurement
period, such as an acquisition, and some annual fsBITDA for the acquisition
is not included in the EBITDA for the measurement period, EBITDA shall
be computed on proforma basis for the period of the acquisition that was
excluded from the EBITDA measurement period. To the extent that a
transaction is being contemplated and the EBITDA needs to be measured
on the contemplated transaction, the incremental or proforma EBITDA for
the contemplated transaction shall be computed on the same basis as
described above as it relates to the contemplated transaction.
R. "Encumbrance": Any claim, lien, pledge, option, charge, easement,
security interest, deed of trust, mortgage, lease, sublease, attachment,
conditional sales agreement, encumbrance, preemptive right, right of first
refusal, right of first offer, covenant, condition, restriction, reciprocal
easement agreement, declaration or other right of third parties, whether
voluntarily incurred or arising by operation of Law, and includes any
agreement to give or enter into any of the foregoing.
S. "Environmental Laws": Each and every Law pertaining to environmental,
health or safety matters or Hazardous Materials applicable to or which
otherwise pertains to or affects the Premises or the use, ownership,
occupancy or operation of the Premises or any portion thereof, and as the
same have been or may be amended, modified or supplemented from time
to time, including but not limited to the (1) Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et
seq.), (2) Hazardous Substances Transportation Act (49 U.S.C. §1802 et
seq.), (3) Resource Conservation and Recovery Act (42 U.S.C. §6901 et
seq.), as amended by the Hazardous and Solid Wastes Amendments of
1984, (4) Water Pollution Control Act (33 U.S.C. §1251 et seq.), (5) Safe
Drinking Water Act (42 U.S.C. §300f et seq.), (6) Clean Water Act (33
U.S.C. § 1321 et seq.), (7) Clean Air Act (42 U.S.C. §7401 et seq.), (8) Solid
Waste Disposal Act (42 U.S.C. §6901 et seq.), (9) Toxic Substances Control
Act (15 U.S.C. §2601 et seq.), (10) Emergency Planning and Community
Right -to -Know Act of 1986 (42 U.S.C. § 1 1001 et seq.), (11) Radon Gas and
Indoor Air Quality Research Act of 1986 (42 U.S.C. §7401 et seq.), (12)
National Environmental Policy Act (42 U.S.C. §4321 et seq.), (I3)
Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. §9601 et
seq.), (14) Occupational Safety and Health Act (29 U.S.C. §651 et seq.),
(15) Refuse Act of 1999 (33 U.S.C. § 407 et seq.), (16) Federal Insecticide,
Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), (17) Marine
Protection, Research and Sanctuaries Act (33 U.S.C. § 1401 et seq.), (18)
Noise Control Act (42 U.S.C. § 4902 et seq.), (19) Atomic Energy Act (42
U.S.C. § 2011 el seq.) and (20) Nuclear Waste Policy Act of 1982 (42
U.S.C. § 10101 et seq.), and any similar state or local Laws and any and all
rules and regulations in effect under such Laws.
a

T. "Event of Default": Defined in Section 24 hereof.
U. "Exercise Period": Defined in Section 46.B hereof.
V. "Expiration Date": Defined in Section LD hereof.
W. "Final Completion" shall mean with respect to any Tenant's Work (a) the
completion of construction of such Tenant's Work, including all "punch
list" items, in accordance with the applicable Plans as certified by the
applicable General Contractor, and (b) all permits and licenses required for
the legal occupancy of such Tenant's Work, if any, have been obtained.
X. "Final Completion Date" shall mean the date that Final Completion of the
applicable Tenant's Work occurs.
Y. "General Construction Contract" shall mean with respect to any Tenant's
Work, the applicable construction contract by and between the applicable
General Contractor and Tenant and approved by Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed.
Z. "General Contractor" shall mean, with respect to any Tenant's Work, a
contractor selected by Tenant to complete such Tenant's Work and
reasonably acceptable to Landlord.
AA. "Guarantor' shall mean GPM Investments, LLC, a Delaware limited
liability company.
BB. "Guaranty" Defined in Section 47 hereof.
CC. "Hazardous Materials": shall mean (a) any toxic substance or hazardous
waste, substance, solid waste or related material, or any pollutant or
contaminant; (b) radon gas, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, radiation, mold or other microbial matter, odors,
noise, per- and poly-Fluoroalkyl substances, or any petroleum product or
additive; (c) any substance, gas, material or chemical which is now or
hereafter defined as or included in the definition of "hazardous substances,"
"toxic substances," "hazardous materials," "hazardous wastes," "regulated
substances" or words of similar import under any Environmental Laws; and
(d) any other chemical, material, gas or substance, the exposure to or release
of which is or may be prohibited, limited or regulated by any governmental
authority, or any chemical, material, gas or substance that does or is
reasonably likely to pose a hazard to human health or safety or to the
environment.
DD. `Indemnified Party" shall mean, with respect to any indemnification
obligation contained in this Lease, the individual or entity so indemnified
by the indemnifying party.
5

EI. "Landlord Indemnified Parties": Landlord and Landlord Mortgagee, and
each of their respective successors and assigns, and their respective
members, managers, partners, shareholders, officers, directors, agents,
attorneys and representatives.
FI.. "Landlord": Defined in the Preamble hereto.
GG. "Landlord Claim": Defined in Section 2 LA hereof.
HIT "Landlord Mortgage": Defined in Section 26.13 hereof.
if. "Landlord Mortgagee": Defined in Section 263 hereof.
JJ. "Landlord Notice Address":
c/o Oak Street Real Estate Capital, LLC
125 S. Wacker Drive, Suite 1220
Chicago, Illinois 60606
Attention: James Hennessey
E-mail: hennessey@oakstreetree,com
With a copy to
Kirkland & Ellis UP
300 North LaSalle
Chicago, Illinois 60654
Attention: David A. Rosenberg
E-mail: [e-mail]
KK. "Landlord's Notice": Defined in Section 46.A hereof.
LL. "Landlord's Representatives": Landlord's agents, attorneys,
representatives, members, directors, officers and employees.
MM. "Late Charge": Defined in Section 5.0 hereof
NN. "Law": All applicable statutes, ordinances, rules, regulations, codes,
orders, requirements, directives, binding written interpretations and binding
written policies, common law, rulings, and decrees of all local, municipal,
state and federal governments, departments, agencies, commissions, boards
or political subdivisions.
00. "Negotiation Period": Defined in Section 46.0 hereof.
PP. "NFA": Defined in Section 28.H hereof.
QQ. "OFAC Laws and Regulations": All Laws administered by the Office of
Foreign Asset Control ("OFAC") of the Department of the Treasury,
C1
4

codified at 31 C.F.R. Part 500 (including those named on OFAC's Specially
Designated and Blocked Persons list) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit,
or Support Terrorism), or other governmental action regarding persons or
entities with whom U.S. persons or entities are restricted from doing
business (including persons or entities who have violated the U.S. Foreign
Corrupt Practices Act 15 U.S.C. §§78dd-1, 78dd-2 and 78dd-3), as same
may be amended from time to time.
RR. "Option to Renew": Defined in Section LE hereof.
SS. "Permitted Encumbrances": Any and all Encumbrances (i) affecting any
portion of the Premises as of the Commencement Date, including, but not
limited to, those Encumbrances shown on Landlord's title policy obtained
on the Effective Date, (ii) consisting of any and all leases, subleases,
licenses and other occupancy agreements in place with respect to the
Premises as of the Effective Date or following the Effective Date and
permitted to be entered into under the terms hereof, (iii) consisting
of current taxes and assessments with respect to the Premises, not yet due
or payable, (iv) arising or created by municipal and coning ordinances and
(v) arising after the Commencement Date that are approved in writing by
Landlord in its sole and absolute discretion.
TT. "Permitted Personal Property Lien": Defined in Section 23 hereof.
UU. "Personal Property": All personal property on the Premises, which shall
include, without limitation, all business machinery and equipment,
including, but not limited to, specialized equipment unique to the nature of
Tenant's business, business records, furniture, furnishings, communications
equipment, office equipment, computer equipment, computer software,
computer tapes, computer program tapes, computer program disks,
computer program documentation and manuals, computer program codes,
customer accounts, customer lists, customer information, inventory and
proprietary information which may belong to Tenant or be in the possession
of Tenant, which is located or used upon, in or about the Premises during
the Term, or any renewal or extension thereof.
VV. "Plans" shall mean, with respect to any Tenant's Work, the plans and
specifications prepared by the Architect and approved by Landlord.
W W. "Premises": Defined in Section LF hereof.
XX. "Prime Rate": The interest rate per annum as published, from time to time,
in The Wall Street Journal as the "Prime Rate" in its column entitled
"Money Rate." The Prime Rate may not be the lowest rate of interest
charged by any "large U.S. money center commercial banks" and Landlord
7

makes no representations or warranties to that effect. In the event The Wall
Street Journal ceases publication or ceases to publish the "Prime Rate" as
described above, the Prime Rate shall be the average per annum discount
rate (the "Discount Rate") on ninety-one (91) day bills ("Treasury Bills")
issued from time to time by the United States "Treasury at its most recent
auction, plus three hundred (300) basis points. If no such 91-day Treasury
Bills are then being issued, the Discount Rate shall be the discount rate on
"Treasury Bills then being issued for the period of time closest to ninety-one
(9I ) days.
YY. "Prohibited Persons": Defined in Section 19.13 hereof.
ZZ. "Property": Defined in Section I.G hereof.
AAA. "Real Estate "faxes": Defined in Section 8.A hereof.
131313. "Release": Any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, migrating, presence of,
exposure to or disposing into the environment of any Hazardous Materials,
including the abandonment or discarding of barrels, containers, and other
closed receptacles containing any Hazardous Materials.
CCC. "Renewal Amendment": Defined in Section 38.0 hereof.
DDD. "Renewal Notice": Defined in Section 38.A.1 hereof.
EEE. "Renewal Option": Defined in Section 38.A hereof.
FFF. "Renewal Term": Defined in Section 38.A hereof.
GGG. "Rent": Defined in Section 5.13 hereof.
1-IFII-1. "Repossessed Premises": Defined in Section 25.0 hereof.
IIL "Right of First Refusal": Defined in Section 46 hereof.
JJJ. "Seller": Defined in the Recitals hereto.
KKK. "Site" or "Sites" means the Building and the Property with respect to any
one or more, as the context requires, of the locations described in Exhibit
B-1.
LLL. "SNDA": Defined in Section 26.A hereof.
M M M. "Substitute Tenant": Defined in Section 25.0 hereof.
NNN. "Tanks": Defined in Section 28.H hereof.
000. "Taxes": Defined in Section 8.1) hereof.
8

PPP. "Tenant": Defined in the Preamble hereto.
QQQ. "Tenant Notice Address":
c/o GPM Investments, LLC
8565 Magellan Parkway, Suite 400
Richmond, VA 23227
Attn: General Counsel
With a copy to:
c/o GPM Investments, LLC
Commonwealth Drive, Suite 202
Wilmington, NC 28403Attn: Director of Real Estate
RRR. "Tenant's Personal Property": Defined in Section 13 hereof.
SSS. "Tenant's Purchase Election": Defined in Section 46.13 hereof.
TTT. "Tenant's Representatives": Tenant's agents, attorneys, representatives,
directors, officers and employees and any mortgagee of Tenant's interest in
this Lease or in the Premises.
UUU. "Tenant's Work": Defined in Exhibit C hereof.
VVV. "Term": Defined in Section LH hereof.
W W W. "Time Period One" means the gross purchase prices of all real properties
offered by Tenant and/or its affiliates to Landlord and/or its affiliates
pursuant to that certain Standby Real Estate Purchase, Designation and
Lease Program, dated [ , 2021 ], by and between GPM
Investments, LLC"and GPM Portfolio Owner LLC (the "Program
Agreement") pursuant to an SL.B Trigger Notice (as defined in the Program
Agreement) and/or an Assigned Trigger Notice (as defined in the Program
Agreement), in the aggregate, are less than Three Hundred Million and
No/100 Dollars ($300,000,000.00).
XXX. "Time Period Two" means the gross purchase prices of all real properties
offered by Tenant and/or its affiliates to Landlord and/or its affiliates
pursuant to the Program Agreement, pursuant to an SLB Trigger Notice (as
defined in the Program Agreement) and/or an Assigned Trigger Notice (as
defined in the Program Agreement), in the aggregate, equal or exceed Three
Hundred Million and No/l00 Dollars ($300,000,000.00).
YYY. "Total Landlord Investment" means the sum of the gross purchase prices
paid by Landlord and/or its affiliates, in the aggregate, in connection with
the acquisition of the Premises and all other real property conveyed, or
designated to be conveyed, by Guarantor and/or its affiliates to Landlord
and/or its affiliates.
E

ZZZ. "Transfer": Defined in Section 223 hereof.
AAAA. "U.S. Publicly -Traded Entity": Defined in Section ITA hereof.
BBBB.`Utility Charges": Defined in Section IO.A hereof.
3. GRANTING CLAUSE.
A. Landlord, in consideration of the covenants and agreements to be performed
by Tenant, and upon the terms and conditions contained in this Lease, does
hereby lease, demise, let and deliver to Tenant, and Tenant, in consideration
of the covenants and agreements to be performed by Landlord and upon the
terms and conditions contained in this Lease, does hereby lease from
Landlord, the Premises, to have and to hold for the Term. Tenant
acknowledges receipt and delivery of complete and exclusive possession of
the Premises, subject to the Permitted Encumbrances. Tenant is leasing the
Premises "as is," "where is" and "with all faults" in its present condition.
Tenant hereby irrevocably, unconditionally and absolutely waives and
relinquishes any claim or action against Landlord whatsoever in respect of
the condition of the Premises as ofthe Commencement Date, including any
patent or latent defects or adverse conditions not discovered or discoverable
or otherwise known or unknown by Tenant as of the Commencement Date.
LANDLORD MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, IN FACT OR IN LAW, IN RESPECT OF THE
PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS
FOR USE', DESIGN OR CONDITION FOR ANY PARTICULAR USE
OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR
THE EXISTENCE OI' ANY HAZARDOUS MATERIALS, IT BEING
AGREED THAT ALL SUCH RISKS, KNOWN AND UNKNOWN,
LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT,
INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY
ENVIRONMENTAL CONDITION OF THE PREMISES,
ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS.
Without limiting the foregoing, Tenant realizes and acknowledges that
factual matters existing as of the Commencement Date now unknown to it
may have given or may hereafter give rise to losses, damages, liabilities,
costs and expenses that are presently unknown, unanticipated and
unsuspected, and Tenant further agrees that the waivers and releases herein
have been negotiated and agreed upon in light of that realization and that
Tenant nevertheless hereby intends to release, discharge and acquit
Landlord and Landlord Mortgagee, and each of their respective successors
and assigns, and their respective members, managers, partners,
111

shareholders, officers, directors, agents, attorneys and representatives, from
any and all such unknown losses, damages, liabilities, costs and expenses.
B. Landlord and Tenant covenant and agree that, except to the extent otherwise
required by applicable Law: (i) each will treat this Lease in the manner
required by U.S. generally accepted accounting principles, consistently
applied, and as a true lease for state law reporting purposes and for federal
income tax purposes; and (ii) each party will not, nor will it permit any
Affiliate to, at any time, take any action or fail to take any action with
respect to the preparation or filing of any statement or disclosure to any
governmental authority, including without limitation, any income tax return
(including an amended income tax return), to the extent that such action or
such failure to take action would be inconsistent with the intention of the
parties expressed in this Section 3.13.
C. Tenant acknowledges that fee simple title (both legal and equitable) to the
Premises is vested in Landlord and that Tenant has only the leasehold right
of possession and use of the Premises as provided herein.
4. USE.
A. Tenant may use the Premises as a gas station and convenience store and
ancillary uses associated therewith, as well as for any other legally
permitted use which does not detract in any material respect from the value
or marketability of the Premises, in all cases subject to and in compliance
in all material respects with all Laws and Permitted Encumbrances,
provided, however, that Tenant shall use commercially reasonable efforts
to comply in all respects with all Laws and Permitted Encumbrances.
Tenant shall use the Premises only as provided by and in accordance with
all Permitted Encumbrances, subject to Landlord's reservation of rights
herein. Tenant shall not use or occupy the Premises, or any part thereof,
nor permit or allow the Premises or any part thereof to be used or occupied,
for (i) any purpose or in any manner which is in violation of any Law or a
violation of the provisions set forth in Section 28 or any other provision of
this Lease or (ii) in any manner which violates any certificates of occupancy
for the Premises or makes void or voidable any insurance then in force with
respect thereto as is required pursuant to Section 16 hereof. Tenant's
occupancy of the Premises will be in compliance in all material respects
with all Laws and insurance requirements, and as otherwise provided in this
Lease, provided, however, that Tenant shall use commercially reasonable
efforts to comply in all respects with all Laws and insurance
requirements. Tenant shall neither suffer nor permit the Premises or any
portion thereof to be used, or otherwise act or fail to act, in such a manner
as would (1) impair Landlord's title thereto or to any portion thereof, (11)
make possible a claim of adverse use or possession or an implied dedication
of the Premises or any portion of the Premises, or (1I1) subject the Premises
or this Lease to any Encumbrances, other than Permitted Encumbrances.

Notwithstanding anything herein to the contrary, Tenant shall not (a) permit
any unlawful or immoral practice to be carried on or committed in the
Premises; (b) make any use of or allow the Premises to be used for any
Purpose that might invalidate insurance thereof; (c) deface or injure the
Premises; (d) overload the floors, walls or ceilings of the Premises; (e)
commit or suffer any material waste in or about the Premises; (0 use the
Premises in any manner that would diminish the value of the Premises in
any material respect; or (g) use the Premises for any of the following
purposes without the Landlord's prior consent (in its sole and absolute
discretion): (i) nightclub, adult bookstore or adult video shop or other adult
entertainment establishment; (ii) incineration or reduction of garbage or any
garbage dumps on the Premises; (iii) mortuary; (iv) fire sale, bankruptcy
sale or auction house operation; (v) laundry or dry cleaning plant; (vi) "flea
market," secondhand, surplus or other "off -price" or deep discount store;
(vii) massage parlor; or (viii) carnival. To the extent the use of any portion
of the Premises involves gaming or other activities that require special
licensure, and without limiting any of'I'enant's other obligations under this
Lease, Tenant shall ensure all applicable licensure is in place with respect
to both Tenant and, to the extent required, Landlord.
D. At all times during the Term, 'Tenant or its subtenants shall operate its
business on the Premises in the ordinary course, provided, however, that,
Tenant may cease operation of business at any of the Premises, but in any
event may only do so if such discontinuance of operations would not
activate, make applicable or otherwise trigger any right of any person or
entity to acquire any such Premises whether by option, right of first refusal,
right of first offer or otherwise. If Tenant does discontinue operation as
permitted by this Section, Tenant shall (i) give written notice to Landlord
within 10 days after Tenant elects to cease operation, (ii) provide adequate
protection and maintenance of any such Premises during any period of
vacancy, (iii) comply with all applicable Laws and otherwise comply with
the terms and conditions of this Lease other than the continuous use
covenant set forth in this Section, and (iv) pay all costs necessary to restore
such Premises to their condition on the day operation of the business ceased
at such time as such Premises are reopened. Notwithstanding anything
herein to the contrary, Tenant shall continue to pay Rent as and when due
under this Lease during any period in which Tenant discontinues operation.
C. Tenant will not enter into any agreements or consent to any transaction or
instruments that will create an Encumbrance on the Landlord's interest in
the Premises without Landlord's prior written consent in its sole discretion.
"tenant shall be responsible for complying with the terms and conditions of,
and paying the costs and expenses under, all Encumbrances on the Premises
(other than Landlord's obligations to pay debt service to any Landlord
Mortgagee under any Landlord Mortgage). Tenant shall not, without
Landlord's prior written consent (in Landlord's sole discretion), apply for
or otherwise seek or obtain any zoning changes or variances with respect to
12

the Property. If either Landlord or Tenant desires to seek or obtain any
zoning changes or variances with respect to the Property, the other party
shall cooperate in all respects therewith, at the other party's request,
provided that such zoning change or variance will not prohibit Tenant's use
of the Property for its then -current use or be reasonably expected to reduce
the value of the Property.
D. Tenant, its subtenants, and their respective customers and other invitees
shall have the right to access and use the Premises twenty-four (24) hours
per day, seven (7) days per week.
5. RENT.
A. Tenant shall pay Base Rent to Landlord in the manner provided in
Section 5.B in equal consecutive monthly installments in advance on or
before the Ist day of each calendar month commencing as of the
Commencement Date and continuing through the Term. If the Term
commences on a day other than the first day of a calendar month, or ends
on a day other than the last day of a calendar month, Base Rent for such
month shall be prorated by multiplying such Base Rent by a fraction, the
numerator of which is the number of days of the Term within such calendar
month and the denominator of which is the total number of days within such
calendar month. Tenant shall pay its first monthly installment of Base Rent,
which may be prorated pursuant to this Section 5.A, on the Commencement
Date in connection with Landlord's acquisition of the Premises.
B. For purposes of this Lease, the Base Rent, the Real Estate Taxes, the Utility
Charges and any and all other amounts, sums, charges, liabilities and
obligations which Tenant assumes or agrees to pay or may become liable
for under this Lease at any time and from time to time are sometimes
collectively referred to as "Rent'; and, in the event of any failure on the
part of Tenant to pay any portion of the Rent, every fine, penalty, interest
and cost which may be added for nonpayment or late payment of such items,
including, without limitation, all amounts for which Tenant is or may
become liable to indemnify Landlord and the Landlord Indemnified Parties
under this Lease (including reasonable attorneys' fees and court costs) shall
be deemed to be Rent. All Rent is payable in lawful money of the United
States of America and legal tender for the payment of public and private
debts without notice, demand, abatement, deduction, or setoff under any
circumstances, and all Base Rent is payable in accordance with the wire or
ACH information as Landlord designates to Tenant in writing from time to
time.
C. Tenant hereby acknowledges that late payment by Tenant to Landlord of
Rent will cause Landlord to incur costs and administrative complications
not contemplated hereunder, the exact amount and scope of which are
presently anticipated to be extremely difficult to ascertain. Accordingly, if
13

any installment of Rent due to Landlord is not paid on the date it is due for
any reason, Tenant shall pay Landlord upon demand a late charge equal to
the lesser of (i) five percent (5%) of the delinquent installment of Rent and
(ii) the highest amount allowed by applicable Law (each a "Late Charge"),
provided, however, that for the first two (2) times in a calendar year that
any installment of Rent is not paid on the date it is due, such Late Charge
shall not apply unless the Rent remains unpaid three (3) days after Landlord
provides Tenant notice of such delinquent Rent. The parties agree that this
late charge represents a fair and reasonable estimate of the costs and
expenses (including economic losses) that Landlord will incur by reason of
late payment by Tenant. The parties further agree that such late charge is
Rent and not interest and such assessment does not constitute a lender or
borrower/creditor relationship between Landlord and Tenant. In addition,
any amount of delinquent Rent (including the amount of any Late Charge)
due to Landlord shall accrue interest at the Default Rate from the date on
which such Rent was due up to the date that such Rent is paid provided,
however, that for the first two (2) times in a calendar year that any
installment of Rent is not paid on the date it is due, such Default Rate shall
not apply unless the Rent remains unpaid three (3) days after Landlord
provides Tenant notice of such delinquent Rent. The payment of such late
charge or such interest shall not constitute waiver of', nor excuse or cure,
any default under this Lease, nor prevent Landlord from exercising any
other rights and remedies available to Landlord. Without limitation of the
foregoing, Tenant shall be responsible for payment of all interest, late
charges, and other costs and fees imposed by third parties with respect to
late payments of Utilities or other third party charges that are the
responsibility of"tenant hereunder.
D. For any non-scheduled payment of Rent hereunder that is payable by Tenant
on demand by Landlord, such shall be due ten (10) days following written
demand therefor by Landlord, without abatement, deduction, or setoff under
any circumstances.
6. TRUE LEASE
A. It is the intent of Landlord and Tenant that this Lease establish a "true lease"
of all parcels constituting the Premises for all purposes under the United
States Bankruptcy Code, applicable state law, and for federal income tax
purposes. The Rent for the Term is intended to be "fixed rent' within the
meaning of Treasury Regulation Section 1.467-1(h)(3) for each annual
period. This Lease is a "true lease" and does not represent a financing
statement, financing lease, financing agreement, device or arrangement,
security interest, security agreement, capital lease, mortgage, equitable
mortgage, deed of trust, trust agreement, or other financing or trust
arrangement or any other non -lease transaction. Each of the parties (1)
waives any claim or defense based upon the characterization of the Lease
as anything other than a "true lease," (2) stipulates and agrees not to
111

challenge, and is estopped from challenging, the validity, enforceability or
characterization of the lease of the Premises under the Lease as a "true
lease," (3) stipulates and agrees, and is estopped from challenging, that
nothing contained in the Lease creates or is intended to create a joint
venture, partnership, equitable mortgage, trust, financing device or
arrangement, security interest or the like and (4) shall support the intent of
the parties that the lease of the Premises pursuant to this Lease is a "true
lease" and does not create a joint venture, partnership, equitable mortgage,
trust, financing device or arrangement, security interest or the like, if, and
to the extent that, any challenge occurs. Landlord does not intend to convey
any fee interest in any of the Premises to Tenant. Tenant does not intend to
obtain an interest in the Premises other than a leasehold interest pursuant to
the Lease. The Lease may not be construed in any manner to create any
relationship between the parties other than a landlord -tenant relationship.
7. NET LEASE.
A. Landlord and Tenant acknowledge and agree that (i) this Lease is, and is
intended to be, what is commonly referred to as a "net, net, net' or "triple
net' lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that
this Lease shall yield to Landlord the full amount or benefit of the
installments of Base Rent, Real Estate Taxes and all other Rent throughout
the Term with respect to the entire Premises, all as more fully set forth in
Section 5. All of the costs, expenses, responsibilities and obligations of
every kind and nature whatsoever foreseen and unforeseen relating to the
condition, use, operation, management, maintenance, repair, restoration and
replacement of the Premises and all improvements and appurtenances
related thereto or any part thereof shall be performed and paid by Tenant,
and Landlord shall have no responsibility or liability therefor. The Tenant
covenants to pay Base Rent, Real Estate "Faxes and all other Rent hereunder
are independent covenants, and Tenant shall have no right to hold back,
offset, deduct, credit against or fail to pay in full any such amounts for
claimed or actual default or breach by Landlord of whatsoever nature, for
force majeure or for any other reason whatsoever. For the avoidance of
doubt, Tenant shall not have, and hereby expressly and absolutely waives,
relinquishes, and covenants not to assert, accept or take advantage of, any
right to deposit or pay with or into any court or other third -party escrow,
depository account or tenant account with respect to any disputed Rent, or
any Rent pending resolution of any other dispute or controversy with
Landlord. Tenant hereby expressly waives any and all defenses it may have
at law or in equity to payment of Rent, including, without limitation, based
on any theories of frustration of purpose, impossibility, or otherwise.
B. Landlord is the owner of the Sites. This Lease constitutes a single master
lease ofall, but not less than all, ofthe Premises. Landlord and Tenant have
executed and delivered this Lease with the understanding that this Lease
constitutes a unitary, non -severable, indivisible instrument pertaining to all,
15

but not less than all, of the Premises then leased hereunder by Tenant, and
that, except as specifically provided in this Lease (and in such cases only to
the extent expressly so stated), neither this Lease nor the duties, obligations
or rights of Tenant may be allocated or otherwise divided among the
Premises by Tenant. Landlord and Tenant each further acknowledge and
agree that each of Landlord and Tenant entered into this single master lease
as part of the consideration for entering into the leasing transaction between
the parties, and that the transaction would not have been consummated if
there were to have been separate lease agreements for each of the individual
Sites. Except as expressly provided in this Lease, the Base Rent payable
hereunder is payable for all the Sites as a single, indivisible, integrated and
unitary economic unit and that but for such integration, the Base Rent
payable under this Lease would have been computed on a different basis.
A default of any of the terns or conditions of this Lease occurring with
respect to any particular Site shall constitute a default under this Lease in
its entirety. Landlord and Tenant agree that for the purposes of any
assumption, rejection or assignment of this Lease under I I U.S.C. Section
365 or any amendment or successor section thereof, this is one indivisible
and non -severable lease dealing with and covering one legal and economic
unit which must be assumed, rejected or assigned as a whole with respect
to all (and only all) the Premises then leased by Tenant hereunder, subject
to the terms of this Lease. In furtherance of the foregoing, Landlord and
Tenant intend that:
This Lease is intended to be a "true lease" and an "operating lease"
and not a financing lease, capital lease, mortgage, equitable
mortgage, deed of trust, trust agreement, security agreement or other
financing or trust arrangement, and the economic realities of this
Lease are those of a true lease. The business relationship created by
this Lease and any related documents is solely that of a long term
commercial lease between Landlord and Tenant, this Lease has been
entered into by both parties in reliance upon the economic and legal
bargains contained herein, and none of the agreements contained
herein is intended, or shall be deemed or construed, to create a
partnership (de facto or de jure) between Landlord and Tenant, to
make them joint venturers, to make Tenant an agent, legal
representative, partner, subsidiary or employee of Landlord, or to
make Landlord in any way responsible for the debts, obligations or
losses of Tenant.
2. Landlord and Tenant acknowledge and agree that the Term with
respect to any Site, including any term extensions provided for in
this Lease, is less than the remaining economic life ofany such Site.
3. The parties acknowledge and agree that the amounts allocated to
each Site on Exhibit B-2 are set forth solely for the convenience and
I IN

use of the parties in making certain calculations as may be necessary
from time to time pursuant to the provisions hereof.
4. The expressions of intent, the waivers, the representations and
warranties, the covenants, the agreements and the stipulations set
forth in this Section 7 are a material inducement to each of Landlord
and Tenant in entering into this Lease.
8. REAL ESTATE TAXES.
A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash
basis when due to the applicable taxing authority one hundred percent
(100%) of all taxes, including ad valorem, sales, use, rent or similar taxes,
including tax increases and re -assessments; payments in lieu of taxes
pursuant to any statutory service agreement, payment -in -lieu -of -taxes
agreement or the like; transfer taxes; assessments, including assessments for
supplemental assessments and public improvements or benefits, whether or
not commenced or completed prior to the date hereof and whether or not to
be completed within the Term, and including assessments under
Encumbrances; water, sewer and other utility levies and charges; excise tax
levies; fees, including license, permit, inspection, authorization and similar
fees; and all other governmental and other charges, in each case whether
general or special, ordinary or extraordinary, or foreseen or unforeseen, of
every character and any kind and nature whatsoever in respect of the
Premises (including, without limitation, any Building and/or Property)
and/or the Rent and all interest and penalties thereon attributable to any
failure in payment by Tenant which at any time prior to, during or in respect
of the Term hereof may be assessed or imposed on or in respect of or be a
lien upon (i) the Premises or any part thereof or any appurtenance thereto,
(ii) any Rent reserved or payable hereunder or any other sums payable by
Tenant hereunder, (iii)this Lease or the leasehold estate hereby created or
the operation, possession, occupancy or use of the Premises or any part
thereof, (iv) any occupancy, operation, use or possession of, or sales from
or activity conducted on or in connection with the Premises or the Property
or the leasing or use of the Premises or the Property or any part thereof, or
(v) any document to which Tenant is a party creating or transferring an
interest or estate in the Premises, together with any interest or penalties
thereon (all of which are hereinafter called "Real Estate Taxes"). Tenant
shall make such payments directly to the taxing authorities and shall
promptly furnish to Landlord upon its request reasonable evidence that such
Real Estate Taxes have been paid. Tenant's obligation to pay Real Estate
Taxes shall be absolutely fixed upon the date such Real Estate "faxes
become a lien upon the Premises or any part thereof, subject to Section 8.C.
Tenant shall also be responsible for all Real Estate Taxes which, on the
Commencement Date, are a lien upon the Premises or any part thereof.
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B. If Landlord receives a bill for Real Estate Taxes, Landlord shall provide the
bill for each installment of Real Estate Taxes to Tenant promptly upon
Landlord's receipt of such bill, and if Landlord fails to so provide such bills
to "Tenant timely and as a result penalties, interest and/or fees are assessed,
Landlord shall be responsible for such amounts. "Tenant shall pay the Real
Estate Taxes set forth on such bill prior to when due. Tenant shall upon
request provide Landlord with reasonable evidence that such Real Estate
Taxes have been paid. If Tenant shall default in the payment of any Real
Estate Taxes, Landlord shall have the right (but not the obligation) to pay
the same together with any penalties and interest, in which event the amount
so paid by Landlord shall be paid by Tenant to Landlord upon demand with
interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes
in installments, if payment may be so made without penalty, fine, premium
or interest, except that on the termination of this Lease any Real Estate
Taxes which Tenant has elected to pay in installments shall be apportioned
between Landlord and Tenant based on the time remaining in the Term. All
Real Estate "faxes for the tax year in which this Lease shall terminate shall
be apportioned between Landlord and Tenant on a cash basis based upon
the time period in the year that each party would have the rights to the
Premises.
C. Tenant shall have the right, before delinquency occurs, of protesting,
contesting, objecting to or opposing, at Tenant's sole cost and expense, by
appropriate legal proceedings conducted in good faith and with due
diligence, the legality or amount ofany such Real Estate 'Faxes, assessments
or assessed valuations in its own or in Landlord's name as the case may be,
and upon Tenant's written request, Landlord will, at no cost or expense to
Landlord, reasonably cooperate with Tenant; provided, however, that (i) in
the case of any unpaid Real Estate Taxes, lien, attachment, levy,
encumbrance, charge or claim pursuant to any Law, the commencement and
continuation of such proceedings shall suspend the collection or
enforcement thereof from or against Landlord and the applicable Site or
Sites, which suspension may be caused by the payment by Tenant of a bond
or some other form of security for payment; (ii) neither the applicable Site
or Sites, the Rent therefrom nor any part or interest in either thereof would
be in any danger of being sold, forfeited, attached or lost pending the
outcome of such proceedings solely based on the outcome of the proceeding
and not if Tenant has the right to make a curative payment following the
outcome of the proceeding to avoid any of the foregoing consequences;
(iii) in the case of any requirement of Law, neither Landlord nor Tenant
would be in any danger of civil or criminal liability for failure to comply
therewith pending the outcome of such proceedings; (iv)the insurance
coverage required by Section 16 shall be maintained; (v) Tenant shall keep
Landlord reasonably informed as to the status of and with copies of all
documents in the proceedings, upon request by Landlord; and (vi) if such
contest shall be finally resolved against Landlord or Tenant, Tenant shall
promptly pay the amount required to be paid, together with all interest and
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penalties accrued thereon, or comply with the applicable requirement of law
or insurance requirements of Section 16. Landlord shall execute and deliver
to Tenant such authorizations and other documents as may reasonably be
required in any such contest, provided Tenant shall reimburse Landlord for
its actual out-of-pocket costs associated with such execution, and, if
reasonably requested by Tenant, Landlord shall join as a party therein (and
at no cost or expense to Landlord). The provisions of this Section 8.0 shall
not be construed to permit Tenant to contest the payment of Rent or any
other amount payable by Tenant to Landlord hereunder. Without limiting
any other provision of this Lease, Tenant shall indemnify, defend, protect
and save harmless Landlord and all Landlord Indemnified Parties and the
Premises from and against any and all liability, costs, fees, damages,
expenses, penalties, fines and charges of any kind (including reasonable
attorneys' fees, including those incurred in the enforcement of this
indemnity) that may be imposed upon Landlord or the Premises or any
portion thereof in connection with any such contest and any loss resulting
therefrom. Any refund due from any taxing authority in respect of any Real
Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained
by Tenant.
D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties,
on an after-tax basis, against any fees or taxes, including, but not limited to,
Real Estate Taxes ("Taxes") imposed by the United States or any taxing
jurisdiction or authority of or in the United States or any state in connection
with this Lease, Landlord's ownership of the Premises and/or Tenant's use
of the Premises.
E. Landlord and Tenant shall, upon request of the other, promptly provide such
data as is maintained by the party to whom the request is made with respect
to the Premises as may be necessary to prepare any required tax returns and
reports required by a governmental authority.
9. PERSONAL PROPERTY TAXES.
Tenant shall be liable for and shall promptly pay when due all personal property taxes
related to Tenant's Personal Property placed in the Premises. Tenant may, without Landlord's
consent, before delinquency occurs, contest any such taxes related to 'Tenant's Personal Property.
10. OPERATING EXPENSES.
A. Utilities. During the Term, Tenant agrees to pay all fees, costs, expenses
and charges for electricity, power, gas, oil, water, sanitary and storm sewer,
septic system refuse collection, landscaping, telephone, internet, trash
removal, security, and other utilities and services consumed, rendered or
used on or about the Premises (or any portion thereof) and such utility
franchises as may be appurtenant to the use of the Premises (or any portion
thereof) (collectively, "Utility Charges"). Landlord acknowledges and
IM

agrees that Tenant may enter into contracts for any of the foregoing services
or the like without Landlord's prior consent during the Term; provided, that
any such contract shall be terminable by Tenant (or Landlord following
termination of this Lease in accordance with its terms) at or prior to the
expiration or sooner termination of the Lease or upon no more than thirty
(30) days' prior notice to the third -party servicer. Any resulting termination
premium, fee or penalty shall be the sole responsibility of "tenant.
13. Third Party Management. Tenant shall have the right to manage and
operate the Premises (or any portion thereof) utilizing third parties for the
management and operation thereof, without obtaining Landlord's prior
written consent of such third party. Notwithstanding the appointment of
any third -party manager, Tenant shall remain fully responsible for the
Premises in accordance with the terms hereof.
11. TENANT'S REPAIR AND MAINTENANCE RESPONSIBILITIES.
A. Throughout the Term, Tenant, at its sole cost and expense, will keep each
Site in a substantially similar condition as existed on the Commencement
Date (reasonable wear and tear, damage from fire or other casualty
excepted), whether or not the need for such repairs occurs as a result of
Tenant's use, the elements, or the age of the applicable Building, the
applicable Property or Tenant's Personal Property, or otherwise, and will
commit or allow no physical waste with respect thereto, and with reasonable
promptness, will make all necessary and appropriate repairs and
replacements thereto of every kind and nature, including without limitation
those necessary to ensure continuing compliance with all applicable Laws
and insurance requirements, whether interior or exterior, structural or
nonstructural, ordinary or extraordinary, foreseen or unforeseen. Tenant's
maintenance, repair and replacement obligations shall extend to and
include, without limitation, all systems serving each Site and, subject to any
Permitted Encumbrances, any Parking Areas and landscaping on the
Property. The necessity for and adequacy of repairs to any Building or other
improvements forming a part of any Site shall be measured by the standard
which is appropriate for and equivalent in quality to such Building's
Comparable Buildings. Tenant's obligations under this Section I I shall,
without limitation, include the maintenance, repair and replacement (a) at
all times, of any and all building systems, machinery and equipment which
exclusively serve the applicable Site, and (b) the bearing walls, floors,
foundations, roofs and all structural elements of each Site. Tenant will not
take or omit to take any action the taking or omission of which would
reasonably be expected to (i) create (or permit to continue) any dangerous
condition, or (ii) create (or permit to continue) any condition which might
reasonably be expected to involve any loss, damage or injury to any person
or property. All repairs and replacements shall be in quality and class at
least equal to the original work and shall be made promptly as and when
necessary. Repairs and replacements called for as a result of fire and/or
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other casualty and condemnation shall be made pursuant to the provisions
of Sections 19 and 20 hereof, respectively. In connection with the
foregoing, Tenant's obligations shall include without limitation with respect
to each Site, to the extent applicable:
I . Maintaining, repairing, and replacing, as necessary, the roof of the
Building on such Site;
2. Maintaining and repairing the bearing walls, floors, foundations,
and all structural elements of the Building on such Site;
3. Maintaining (including periodic window washing and periodic
painting) and repairing the facade and exterior walls of the Building
on such Site;
4. Repairing and replacing, as necessary, the doors (including, without
limitation, any overhead doors) and windows of the Building on
such Site, and the mechanisms therefor;
5. Causing the regular removal of garbage and refuse from such Site;
6. Causing the regular spraying for and control of insect, rodent,
animal and pest infestation, and maintaining in good working order
and condition all doors (both swinging and roll -up doors), including,
without limitation, all weather seals;
7. Servicing, maintaining, repairing and replacing all systems and
equipment serving the Premises, including, without limitation,
heating, ventilation, and air-conditioning equipment, and
generators;
8. Regular sweeping, cleaning and removal of trash, debris, other
materials and stains from such Site and from the immediately
adjacent sidewalks, service drives and loading or delivery areas, if
any, of such Site, as necessary to keep the same clean and in good
order and condition;
9. Regular sweeping, cleaning and washing of the interior of the
Building, including, without limitation, floors, windows and
fixtures, and periodic washing and painting of interior walls;
10. Repairing broken, damaged or leaking walls, bathrooms, ceilings, or
fixtures and equipment in the interior of the Building, including,
without limitation, plate glass windows, windows, floors and
lighting fixtures; and
11. Irrigating and performing all gardening and landscaping of all
lawns, trees, shrubs and plantings comprising part of such Site.
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B. Landlord shall not be required to fumish any services or facilities or make
any repairs or alterations in or to any Site, and Landlord shall not under any
circumstances be required to (i) build or rebuild any improvements on any
Site; (ii) make any repairs, replacements, alterations, restorations or
renewals of any nature to any Site, whether ordinary or extraordinary,
structural or non-structural, foreseen or unforeseen, or to make any
expenditure whatsoever with respect thereto; or (iii) maintain any Site
(including any parking or common areas which comprise part of any Site)
in any way. Tenant hereby expressly and unconditionally waives, to the
fullest extent now or hereafter permitted by Law, the right to make repairs
or perform any maintenance at the expense of Landlord which right may be
provided for in any Law in effect at the time of the execution and delivery
of this Lease or which may hereafter be enacted. Tenant hereby assumes
the full and sole responsibility for the condition, operation, repair,
replacement, maintenance and management of the Premises. However, on
default of Tenant beyond the expiration of any applicable notice and cure
periods in making such repairs or replacements, Landlord may, but shall not
be required to, make such repairs and replacements for Tenant's account
and the expense thereof shall be paid by "Tenant to Landlord upon demand
with interest at the Default Rate.
C. Except as expressly set forth herein, nothing contained in this Lease and no
action or inaction by Landlord shall be construed as (i) constituting the
consent or request of Landlord, expressed or implied, to any contractor,
subcontractor, laborer, materialman or vendor to or for the performance of
any labor or services or the furnishing of any materials or other property for
the construction, alteration, addition, repair or demolition or maintenance
of or to the Premises or any part thereof or any improvements thereto; or
(ii) giving Tenant any right, power or permission to contract for or permit
the performance of any labor or services or the furnishing of any materials
or other property in such fashion as would permit the making of any claim
against Landlord in respect thereof.
12. COMPLIANCE WITH LAWS.
Tenant shall, at its sole cost and expense, use and maintain the Premises in compliance in
all material respects with all Laws, provided, however, that Tenant shall use commercially
reasonable efforts, at its sole cost and expense, to use and maintain the Premises in compliance
with all Laws in all respects, and Tenant shall, at its sole cost and expense, comply with all Laws
applicable to or having jurisdiction over the use, occupancy, operation, and maintenance of the
Premises, including without limitation, all Environmental Laws, the ADA and other access laws
and those which require the making of any structural, unforeseen or extraordinary changes and
including those which involve a change of policy on the part of the governmental body enacting
the same. Tenant shall; at its sole cost and expense, comply with all Encumbrances affecting any
Site or any portion thereof (other than Landlord's obligations to pay debt service to any Landlord
Mortgagee under any Landlord Mortgage). Tenant, at its sole expense, shall comply with the
requirements of policies of special form insurance coverage at any time in force with respect to
22

the Premises as required pursuant to Section 16 hereof and with the provisions of all contracts,
agreements and restrictions affecting the Premises or any part thereof in effect as of the date hereof
or the ownership, occupancy or use thereof. Without diminishing the obligations of Tenant, if
Tenant shall at any time fail to comply as promptly as reasonably practicable with any Law
applicable to each Site, or the use and occupation thereof, Landlord may cause each Site to so
comply and the reasonable costs and expenses of Landlord in such compliance shall be paid by
Tenant to Landlord upon demand with interest thereon at the Default Rate.
13. SURRENDER OF PREMISES.
Upon the expiration of this Lease pursuant to its terms (or, in the event of termination of
this Lease on a date other than the scheduled Expiration Date of this Lease, as promptly as
commercially practicable thereafter (but in any event within ten (10) days thereafter)), Tenant shall
surrender to Landlord the Premises, including all Alterations constructed by Tenant therein, with
all fixtures appurtenant thereto (but not including furnishings, trade fixtures, furniture, computers,
point of sale systems, security systems and equipment, telephone systems, machinery, equipment,
reach in or walk-in freezers, reach in or walk-in coolers, beer vaults, product shelving not affixed
to the Premises, any branded MID, building sign facia, any point of sale equipment and related
credit card processing devices, any fuel branding or Quick Service Restaurant (`QSR") imaging
equipment, any QSR equipment, any other food service equipment including fountain units, coffee
machines cappuccino machines, ice makers, ice merchandisers, ovens and food warmers and food
display units, any ATMs, any store safes not built into the structure of the Building, any fuel
loading racks, lottery machines and other devices and equipment used by Tenant or subtenants,
but not owned by tenant and other Personal Property installed or placed on the Premises by Tenant,
and (unless the Lease is terminated as a result of an Event of Default hereunder and Landlord is
permitted to retain such property pursuant to Law or the applicable financing of Tenant secured
thereby) electric vehicle charging equipment and associated generators, fuel dispensers, and
automatic tank gauges) (collectively, "Tenant's Personal Property"), free and clear of any
occupants or tenancies (including subtenancies) (other than subtenants under subleases as in effect
on the date hereof) and in compliance with Laws (including, without limitation, Environmental
Laws) and in as good (or better) condition and repair as existed as of the Commencement Date,
reasonable wear and tear and damage from fire or other casualty excepted, and any new buildings,
alterations, improvements, replacements or additions constructed by 'Tenant and remaining at the
Premises, in the same or better condition as when completed, reasonable wear and tear and damage
from fire or other casualty excepted. Without limitation to the foregoing, upon the expiration of
this Lease pursuant to its terms (or, in the event of a termination of this Lease on a date other than
the scheduled Expiration Date of this Lease, as promptly as commercially practicable thereafter
(but in any event within ten (10) days thereafter)), at Landlord's request, Tenant shall commission
and provide to Landlord, or Landlord may commission, in each event, at Tenant's sole cost and
expense, a Phase I site assessment and, only if recommended by such Phase I site assessment, a
Phase 11 site assessment of any Site at Tenant's sole cost and expense, for purposes of confirming
the environmental condition of any such Site and Tenant's compliance with the terms of the Lease
with respect to environmental matters. Any of Tenant's Personal Property installed or placed on
the Premises by Tenant or any subtenant or assignee of Tenant, if not removed within ten (10) days
after termination or expiration of this Lease (unless otherwise agreed to between "Tenant and
Landlord) shall be deemed abandoned and become the property of Landlord without any payment
or offset therefor if Landlord so elects. If Landlord shall not so elect, Landlord may remove such
23

property from the Premises and have it stored at Tenant's risk and expense. Tenant shall repair
and restore and save Landlord harmless from all damage to the Premises caused by such removal
by Landlord.
14. ALTERATIONS.
A. 'Tenant shall not make any alterations, additions or improvements to any
Site or any portion thereof ("Alterations") without first obtaining the prior
written consent of Landlord, provided, however, that so long as no Event of
Default has occurred, Landlord's prior written consent shall not be required
for any Alterations to any Site that: (i) will not change the essential nature
of any Building as to its current use or ancillary uses; (ii) will not materially
and adversely affect the structural elements or roof of any Building, the
proper functioning of a Building's systems nor the value of the Building;
and (iii) do not exceed the cost of Two Hundred Fifty "Thousand and No/100
Dollars ($250,000.00) on an annual basis. In seeking approval from
Landlord of any Alterations, if required, "Tenant shall provide Landlord with
(1) full and complete drawings and plans for the proposed Alterations
prepared by a licensed architect or engineer; and (2) notice of whether the
Alteration will involve or affect Hazardous Materials. Tenant shall not have
the right to seek any zoning changes or variances in connection with any
Alterations without Landlord's approval.
B. All Alterations shall be constructed by "Tenant, without expense to
Landlord, in a good, first-class, professional and workmanlike manner so as
not to void or make voidable any roof or other warranties, employing
materials of first-class quality free of material defects, and in compliance
with all Law, all applicable Encumbrances and all regulations and orders,
rules and regulations of the Board of Fire Insurance Underwriters or any
other body exercising similar functions, and in compliance with the terms
and conditions of this Lease.
C. Prior to the commencement of construction of any Alteration requiring
consent as set forth above, Tenant shall deliver to Landlord certificates
evidencing the existence of (a) workmen's compensation insurance with
coverage limits not less than statutory limits covering all persons employed
for such work; (b) a completed operations endorsement to the commercial
general liability insurance policy referred to in Section 16.B; and
(c) reasonable comprehensive general liability and property damage
insurance from the contractor naming Landlord, its designees and Tenant as
additional insureds, with coverage of at least $1,000,000 single -limit or
such greater amount as may be reasonably requested by Landlord; and
(d) builders all risk insurance on a completed value basis (or its equivalent)
covering all physical loss, in an amount no less than the full replacement
value of the Alterations in question.
24

D. Promptly upon the completion of construction of any Alteration that is
permanently affixed to the Premises and alters the existing footprint or
elevation of a Building, 'tenant shall deliver to Landlord one complete set
of "as built" drawings thereof (and if the Alterations involve any change to
the footprint of the applicable Building or the erection of new building, an
ALTA survey for the applicable Site certified to Landlord and any Landlord
Mortgagee), proof of payment for all labor and materials, and if and to the
extent commercially obtainable, copies of guarantees, if any, from all major
contractors in favor of Landlord and "Tenant (jointly and separately) against
defects and deficiencies in materials and workmanship, and requiring the
correction of the same upon demand of Landlord and Tenant at the expense
of such contractor.
E. All Alterations, whether temporary or permanent in character, made in or
upon the Premises either by Landlord or "tenant (other than Tenant's
Personal Property installed or placed on the Premises by or on behalf of
Tenant) shall be Landlord's property, and will remain with the Premises
without compensation to Tenant.
15. ENTRY BY LANDLORD.
Landlord or Landlord's Representatives shall have the right to enter, from time to time,
any Site or any portion thereof during normal business hours (or at such other times as approved
by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may
be reasonably necessary in emergency situations) to (i) inspect such Site, (ii) exercise its rights
and/or obligations under this Lease, or (iii) show such Site to prospective purchasers or lenders or,
if Tenant either has not timely exercised a Renewal Term or has no further Renewal Terms,
prospective tenants within the last ninety (90) days of the Lease Term (or at any time during the
continuance of an Event of Default), it being understood that the foregoing shall not restrict
Landlord from marketing the Premises to prospective tenants using other customary media or
methods that do not involve on -site showings or on -site postings of "for lease" or similar signs;
and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor
shall such entry or action by Landlord constitute an actual or constructive eviction or repossession,
without Landlord's express intention to do so as expressed in writing. No such entry shall be
deemed an eviction of Tenant. At any time during which Landlord or Landlord's Representatives
are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt
or interfere with Tenant's use of the Premises and shall not cause any damage or injury to persons
or property on the Premises.
16. TENANT'S INSURANCE OBLIGATIONS.
A. During the Term, Tenant shall provide and maintain property insurance on
the Building and other improvements on the Premises on an all-risk basis
against physical loss or damage by fire and all other risks and perils,
including but not limited to, Flood, earthquake, and windstorm, in amounts
no less than the full replacement cost (subject to a loss limit of $100
million), excluding excavations, footings and foundations. Such insurance
25

shall be on terms (i) that have an agreed amount endorsement or with no co-
insurance provisions; and (ii) with no exclusions for vandalism, malicious
mischief, sprinkler leakage or terrorism. Boiler and Machinery Coverage
shall be procured either by endorsement to the property policy or under a
separate placement in an amount no less than 100% of the replacement cost
or as otherwise approved in writing by Landlord. The property insurance
required hereunder shall (a) cover loss sustained when access to all or a
portion of Building is prevented due to an insured peril at a location in the
vicinity of the applicable Site; (b) cover loss sustained due to the action of
a public authority preventing access to a Building provided such order is the
direct result of physical damage of the type insured against at such Building
or within 1,000 feet of it; (c) insure loss caused by damage or mechanical
breakdown; (d) provide an ordinance or law extension; (e) cover loss
sustained due to the accidental interruption or failure of supplies of
electricity, gas, sewers, water or telecommunication up to the terminal point
of the utility supplier with any Site; and (I) name Landlord and its lender(s)
and other designees as loss payees and contain a lender loss payee
endorsement. In addition to the foregoing coverages on each Building and
other improvements upon any Site, Tenant shall maintain property
insurance covering Tenant's machinery, equipment, furniture, fixtures, and
all other Tenant's Personal Property at a limit of liability determined by
Tenant in its sole discretion. During the period of any restoration of any
Site or any portion thereof, Tenant shall maintain an "all-risk" Builder's
Risk policy on a completed value basis for the full replacement cost of the
property being repaired and restored, if and when there is a structural
restoration and/or major repair required at any Building. To the extent any
portion of any Site is located within a Special Flood Hazard Area, Tenant
shall maintain flood insurance for such Site.
B. During the Term, Tenant shall also provide and maintain the following
insurance at the terms and in the limits specified below:
Commercial General Liability Insurance against claims for third
party Bodily Injury, Personal/Advertising Injury, Property Damage,
and Products/Completed Operations Liability. Such insurance shall
be written on an occurrence basis and such coverage shall include,
but not be limited to, assumed contractual liability for the
performance by Tenant of the indemnity agreements set forth in this
Lease to which this insurance applies, cross liability, and/or
severability of interests. Limits shall be no less than One Million
and No/100 Dollars ($1,000,000.00) per occurrence and Two
Million and No/100 Dollars ($2,000,000.00) general aggregate with
no retention or self-insurance provision exceeding $200,000 unless
otherwise agreed to in writing in advance by the Landlord. Tenant
shall cause Landlord and its lender or other designees to be named
as additional insureds under such insurance.
26

2. To the extent required by applicable Law, workers Compensation
and Employer's Liability Insurance insuring against and satisfying
Tenant's obligations and liabilities under the workers compensation
laws of the jurisdiction in which the Premises are located, and shall
also include a minimum of $1,000,000 for employer's liability
coverage.
3. [Reserved].
4. Umbrella or Excess Liability Insurance written on an occurrence
basis and covering claims in excess of the underlying insurance
described in the foregoing subsections (1), (2) and (3) above, with a
Twenty Five Million and No/100 Dollars ($25,000,000.00)
minimum limit per occurrence. Such insurance shall contain a
provision that it will drop down as primary and noncontributory
insurance in the event that the underlying insurance policy aggregate
is exhausted.
5. As and to the extent Tenant engages in (i)the sale of alcoholic
beverages upon such Site, liquor liability insurance with a minimum
limit of One Million and No/100 Dollars ($1,000,000.00), and/or
(ii) the sale or use of gasoline or other petroleum products upon such
Site, Tenant shall procure pollution 'legal liability insurance
covering each location with a retroactive date corresponding to the
first occupation by Tenant with a minimum limit of Ten Million and
No/100 Dollars ($10,000,000.00) in policy aggregate coverage
which coverage shall be non-contributory and should also include
coverage for any underground storage tanks located on such Site.
Such pollution legal liability insurance shall be primary where there
is no state underground storage tank fund and shall be secondary to
such state underground storage tank fund in states where such fund
exists.
6. Business interruption insurance sufficient such that the Base Rent
will be paid to Landlord by Tenant for a minimum of twelve (12)
months from time of loss and an extended period of indemnity of
one hundred eighty (180) days, if such Site is destroyed or rendered
untenantable by any cause insured against (it being understood that
the existence of such insurance does not reduce Tenant's obligation
to pay Base Rent without diminution).
C. [Reserved].
D. Tenant shall cause all such property policies to permit Tenant's waiver of
claims against Landlord under Section 18 for matters covered thereby.
Tenant shall cause Landlord, Landlord Mortgagee and any superior lessor
or fee owner to be named as loss payees and/or mortgagees, as their interests
27

may appear, under all property insurance policies and shall cause the
coverage to continue for Landlord's benefit notwithstanding any act or
omission on Tenant's part. By this Section 16, Tenant intends that the risk
of loss or damage to the Premises and all property thereon, including
"Tenant's Personal Property described above, be borne by responsible
property insurance carriers and Tenant hereby agrees to look solely to, and
to seek recovery only from, its respective property insurance carriers, in the
event of a loss of a type described above to the extent that such coverage is
agreed to be provided hereunder. For this purpose, any applicable
deductible shall be treated as though it were recoverable under such
policies.
I?. All insurance required to be maintained by Tenant pursuant to Section 16.A
and 16.13 must be maintained with insurers authorized to do business in the
jurisdiction in which the applicable Site is located and which have an A.M.
Best Company Rating of at least A/VIII or Standard and Poor's Rating of
at least A. Tenant shall provide to Landlord, and at each renewal of expiring
policies, such certificates as may be reasonably required to establish that the
insurance coverage required by this Section 16 is in effect from time to time
and that, to the extent commercially available, the insurer(s) have agreed to
give Landlord and Landlord Mortgagee at least thirty (30) days' notice prior
to any non -renewal or cancellation of, or material modification to, the
required coverage. Landlord and Tenant shall cooperate with each other in
the collection of any insurance proceeds which may be payable in the event
of any loss, including the execution and delivery of any proof of loss or
other actions required to effect recovery. Tenant shall cause all liability and
property policies maintained by Tenant to be written as primary policies,
not contributing with and not supplemental or excess to any coverage that
Landlord or Landlord Mortgagee may carry.
I . Tenant may provide the insurance required by virtue of the terms of this
Lease by means of a combination of primary and excess or umbrella
coverage and by means of a policy or policies of blanket property insurance
so long as the blanket policy or policies comply in all other respects with
the other requirements of this Lease.
G. If Tenant fails to obtain the insurance coverage, as set forth in this
Section 16 and does not cure its failure within ten (10) days after written
notice from Landlord, Landlord may, at its option, obtain such insurance for
"Tenant, and Tenant shall, upon demand, pay, as additional Rent, the cost
thereof.
H. All policies of insurance required to be maintained pursuant to this Lease
shall be endorsed, if commercially available, so that if at any time should
they be not renewed, canceled, coverage be reduced (by any party including
the insured) which affects the interests of the Landlord or Landlord
Mortgagee, such non -renewal cancellation or reduction shall not be
28

effective as to Landlord and Landlord Mortgagee for thirty (30) days, except
for non-payment of premium which shall be for ten (10) days after receipt
by Landlord of written notice from such insurer of such cancellation or
reduction. In addition to the foregoing, all policies of insurance required to
be maintained pursuant to this Lease shall contain terms in accordance with
Tenant's normal business practice and reasonably acceptable to Landlord
and shall (i) contain a severability of interest and a cross -liability clause;
(ii) name Landlord, Landlord Mortgagee, any ground lessor of the
applicable Site and other entities as additional insureds or loss payees, as
required by contract; and (iii) be endorsed to waive any rights of
subrogation against Landlord, its lenders, and their respective officers,
directors, employees, agents, partners, and assigns. All policies of
insurance required to be maintained pursuant to this Lease (other than in
respect to automobile liability or workers compensation insurance) shall
insure the interests of Landlord and Tenant regardless of any breach or
violation by Tenant or any other party of warranties, declarations or
conditions contained in such policies, any action or inaction of Tenant or
others.
Prior to the Commencement Date, and no less than one (1) business day
following each policy anniversary with respect to certificates of insurance
and no less than thirty (30) days following each policy anniversary with
respect to binders, Tenant shall furnish Landlord with certificates of
insurance or binders, in a form reasonably acceptable to Landlord,
evidencing all of the insurance required by the provisions of this Lease for
the benefit of Landlord and required to be in force by the provisions of this
Lease. Such certificates of insurance/binders shall be executed by each
insurer or by an authorized representative of each insurer where it is not
practical for such insurer to execute the certificate itself. Such certificates
of insurance/binders shall identify underwriters, the type of insurance, the
insurance limits and deductibles and the policy term. At Landlord's request,
"Tenant shall furnish certified copies of all insurance policies required to be
carried by Tenant pursuant to this Lease.
17. OFAC.
A. Tcnant has taken all reasonable measures, in accordance with all applicable
Anti -Money Laundering Laws, with respect to each holder of a direct or
indirect ownership interest in the Tenant, to assure that funds invested by
such holders in the Tenant are derived from legal sources; provided,
however, none of the foregoing shall apply to any person to the extent that
such person's interest in Tenant is in or through an entity whose stock or
shares are listed and traded on any recognized stock exchange located in the
United States (a "U.S. Publicly -Traded Entity").
B. Tenant hereby represents and warrants that neither Tenant, nor, to the actual
knowledge of Tenant, any persons or entities holding any legal or beneficial
29

ownership interest (direct or indirect) whatsoever in Tenant (1) has been
designated by the President of the United States or OFAC pursuant to the
Trading with the Enemy Act, 50 U.S.C. App. § 5, the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act,
Public Law 107-56, Executive Order 13224 (September 23, 2001) or any
Executive Order ofthe President issued pursuant to such statutes; or named
on the following list that is published by OFAC: "List of Specially
Designated Nationals and Blocked Persons" (collectively, "Prohibited
Persons"), (2) is under investigation by any governmental authority for, or
has been charged with, or convicted of, any violation of any Anti -Money
Laundering Laws, or drug trafficking, terrorist -related activities or other
money laundering predicated crimes or a violation ofthe BSA, (3) has been
assessed civil penalties under these or related laws, or (4) has had any of its
funds seized or forfeited in an action under these or related laws; provided,
however, none of the foregoing shall apply to any person to the extent that
such person's interest is in or through a U.S. Publicly -Traded Entity. If the
foregoing representations are untrue at any time during the Term and
Landlord suffers actual damages as a result thereof, an Event of Default will
be deemed to have occurred, without the necessity of notice to Tenant.
C. Tenant has taken reasonable steps, consistent with industry practice for
comparable organizations and in any event as required by Law, to ensure
that Tenant is and shall be in compliance with all (1) Anti -Money
Laundering Laws and (2) OFAC Laws and Regulations. Tenant will not
during the Term knowingly engage in any transactions or dealings, or
knowingly be otherwise associated, with any Prohibited Persons in
connection with the use or occupancy of the Premises. A breach of the
representations contained in this Section 17 by Tenant as a result of which
Landlord suffers actual damages shall constitute a material breach of this
Lease and shall entitle Landlord to any and all remedies available
hereunder, or at law or in equity.
18. WAIVER OF SUBROGATION.
Notwithstanding anything to the contrary set forth in this Lease, to the fullest extent
permitted by Law, neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise)
to the other party (or to any insurance company insuring the other party) for any loss or damage to
the property of the releasing party to the extent the loss or damage is covered by property insurance
carried or required by this Lease to be carried by the releasing party EVEN THOUGH SUCH
LOSS MIGHT HAVE BEEN OCCASIONED BY THE NEGLIGENCE OR WILLFUL
ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE
EMPLOYEES, AGENTS, CONTRACTORS OR INVITEES. Landlord and "tenant shall give
each insurance company which issues policies of insurance, with respect to the items covered by
this waiver, written notice ofthe terms ofthis mutual waiver, and shall have such insurance policies
properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by
such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver,
the amount of any deductible or self -insured retention applicable to any loss or damage shall be
T11

deemed covered by, and recoverable by the insured under the insurance policy to which such
deductible or self -insured retention relates. Each party shall pay any additional expense, if any,
for obtaining such waiver.
19. FIRE OR OTHER CASUALTY.
A. All proceeds (except business interruption insurance proceeds not allocated
to Rent expenses) payable by reason of any property loss, damage, or
destruction of or to the Premises by fire or other casualty, or any portion
thereof, under any property policy of insurance required to be carried
hereunder, shall be used first for the repair of any damage to the Premises
(other than such payment of Rent). Any excess proceeds of insurance
remaining after the completion of the restoration or reconstruction of the
Premises to substantially the same condition as existed immediately before
the damage or destruction and with materials and workmanship of like kind
and quality and to Landlord's reasonable satisfaction, and in accordance
with the general terms and conditions of Exhibit C attached hereto, as
applicable (collectively, "Restoration Standards"), shall be retained by
Tenant. Tenant shall have the right to reasonably prosecute and settle
insurance claims.
B. In the event of a fire or other casualty resulting in the payment of insurance
proceeds in an amount greater than Five Million and No/100 Dollars
($5,000,000.00), to the extent such proceeds are paid by the insurer in
advance of any repair, restoration, or replacement being performed and not
as reimbursement following Tenant's restoration of a Premises (with any
insurance proceeds paid as a reimbursement being retained by Tenant and
not turned over to Landlord), such proceeds with respect to the Premises
shall be paid to Landlord to be held by Landlord or Landlord Mortgagee for
purpose of repair, restoration, or replacement of the Premises and made
available to Tenant upon request, pursuant to the procedures set forth in this
Section 19. Landlord shall make available to Tenant the insurance proceeds
paid to Landlord for such repair, restoration or replacement of the Premises
as it progresses (other than business interruption proceeds to be allocated to
Rent expenses as aforesaid). Payments shall be made against certification
of the architect responsible for the supervision of the repairs and rebuilding
that the work had been performed substantially in conformance with the
approved plans and specifications therefor. Landlord shall contribute to
such payments, out of the insurance proceeds being held by Landlord, an
amount equal to the proportion that the total net amount so held by Landlord
from time to time bears to the total remaining estimated cost of repairing,
restoring and replacing.
C. If the Premises or any portion thereof is materially damaged by fire or other
casualty, whether or not from a risk covered by insurance, Tenant shall give
Landlord prompt written notice thereof, and Rent shall continue unabated
notwithstanding any casualty to the Premises. Tenant waives any statutory
31

rights of termination which may arise by reason of any damage or
destruction of the Premises or any portion thereof.
D. In the event ofa fire or other casualty, Tenant shall, at its expense regardless
of the amount of any such damage or destruction and whether or not the
insurance proceeds attributable such damage or destruction made available
to Tenant, if any, shall be sufficient for the purpose, cause the Premises to
be repaired, restored and replaced in accordance with all Law, this
Section 19.13 and the Restoration Standards, as expeditiously as practicable
using reasonable diligence to a condition as nearly as practicable to that
which existed immediately prior to occurrence of the fire or other casualty
and otherwise in a good workmanlike manner, using new materials of like
quality.
E. No damage or destruction of the Premises or any portion thereof as a result
of lire or any other hazard, risk or casualty whatsoever shall relieve Tenant
from Tenant's liability and obligation to timely pay the full Rent payable
under this Lease and Rent shall continue unabated notwithstanding any
casualty.
F. The provisions of this Lease, including this Section 19 constitute an express
agreement between Landlord and Tenant with respect to any and all damage
to, or destruction of, all or any part of the Premises, and any Law with
respect to any rights or obligations concerning damage or destruction in the
absence of an express agreement between the parties, and any similar or
successor Laws now or hereinafter in effect, shall have no application to
this Lease or any damage or destruction to all or any part of the Premises.
20. CONDEMNATION.
A. Tenant and Landlord shall promptly give the other written notice upon
knowledge of the actual or threatened commencement of any condemnation
or eminent domain proceeding or other governmental taking affecting the
Premises or any portion thereof, and, to the extent not otherwise received,
shall deliver to the other copies of any and all papers served in connection
therewith. Subject to the remainder of this Section 20, if during the Term
all or any part of the Premises shall be taken for any public or any
quasi -public use under any statute or by right of eminent domain or by
private purchase in lieu thereof, all compensation awarded or paid as a result
thereof shall belong to and be the property of Landlord without any
participation by Tenant and without any deduction therefrom for any estate
hereby vested in or owned by Tenant and Tenant hereby irrevocably assigns
to Landlord any award or payment to which Tenant may be or become
entitled by reason of any taking of the Premises or any part thereof, subject
to the other provisions of this Section 20. Landlord shall have the exclusive
power to collect, receive and retain any such award proceeds and to make
any compromise or settlement in connection with such award. Nothing
32

herein shall be deemed to preclude Tenant from prosecuting any claim
directly against the condemning authority in such condemnation proceeding
for (i) Tenant's value of leasehold improvements made to the Site by
Tenant, (ii) Tenant's Personal Property or the cost of removal thereof, (iii)
relocation/moving costs and, additionally, and (iv) Tenant may make a
separate claim with the condemning authority for Tenant's enterprise or
business value. Tenant and Landlord each agree to execute any and all
further documents that may be reasonably required in order to facilitate
collection by such party of any and all awards. Tenant, in cooperation with
Landlord, shall have the right to participate in any condemnation
proceedings for the purpose of protecting Tenant's interest hereunder.
B. If during the Term all or substantially all of any Site shall be taken for any
public or any quasi -public use under any statute or by right of eminent
domain or by private purchase in lieu thereof, then Tenant may, not later
than thirty (30) days after any such taking, give notice to Landlord of its
intention to terminate this Lease as to such Site on any business day
specified in such notice which occurs not less than thirty (30) nor more than
one hundred eighty (180) days after such taking. In such event, this Lease
shall terminate with respect to such Site only, on the date set forth in the
notice provided by Tenant and upon such termination with respect to such
Site only: (x) neither party shall have any obligation to the other with respect
to such Site under this Lease; (y) this Lease shall remain in full force and
effect with respect to all other Sites and (z) thereafter the Base Rent shall
be reduced by an amount equal to the product of (i) the Applicable Rent
Reduction Percentage for such Site, and (ii) the aggregate Base Rent in
effect at such time. A taking of substantially all of a Site under this
Section 203 shall be deemed to have occurred only if such taking results
in (u) the rentable square footage ofthe Property being permanently reduced
by (1) twenty percent (20%) or more for a Site that is under two (2) acres or
(11) thirty percent (30%) or more for a Site that is two (2) acres or greater,
(v) the parking area of the Property being permanently reduced so that the
remaining parking area of the Property is illegal under applicable zoning
ordinances as to parking, (w) petroleum delivery trucks being unable to
access such Site (x) any requirement to permanently remove fifty percent
(50%) or more of the canopies or (1) any of the storage tanks located at a
Site with four (4) or Tess storage tanks at such Site or (II) more than twenty
percent (20%) of the storage tanks located at a Site with five (5) or more
storage tanks at such Site or the permanent reduction of more than twenty-
five percent (25%) of the fuel dispensers located at the Property, and such
canopies, storage tanks or fuel dispensers, as applicable, cannot be relocated
or reconfigured on the Site, or (y) a permanent loss of access, ingress or
egress, or any other appurtenance necessary for the operation of such Site
substantially in the manner in which it had previously been operated and
there is no reasonably equivalent replacement therefor.
33

C. If during the Term all or any part of a Site shall be taken for any public or
any quasi -public use under any statute or by right of eminent domain or by
private purchase in lieu thereof and if the Lease is not terminated as to such
Site pursuant to Section 20.13 as expressly provided in Section 20.B, then
this Lease shall continue in full effect subject to a proportionate reduction
of Rent or other sums payable by Tenant under this Lease based on the loss
of the rentable square footage of any Building on the Property resulting
from such taking or private purchase, notwithstanding such taking or private
purchase. Tenant shall, promptly after any such taking and at its expense
(regardless of whether any awards are available as a result of such taking),
repair any damage caused by any such taking in accordance with this
Section 20 and the Restoration Standards and so that, after the completion
ol' such repair, such Site shall be, as nearly as possible, in a condition as
good as the condition thereof immediately prior to such taking, except for
ordinary wear and tear. All of the net award collected by Landlord pursuant
to Section 20.A shall be held by Landlord (or Landlord Mortgagee) and
applied and paid over toward the cost of repair of damage due to such taking
against certificates of Tenant, signed by an authorized officer of Tenant,
delivered to Landlord from time to time as such repair progresses or is
completed, each such certificate describing such repair for which Tenant is
requesting payment, the cost incurred by Tenant in connection therewith
and stating that Tenant has not theretofore received payment for such repair.
If the cost of repairs shall exceed the net award collected by Landlord,
Tenant shall pay the deficiency. Any balance remaining in the hands of
Landlord after payment of such costs of demolition, repair and restoration
shall be retained by Landlord.
D. If the use or occupancy of any Site or any portion thereof shall be
temporarily requisitioned by any governmental authority, civil or military,
then this Lease shall continue in full effect notwithstanding such requisition,
without abatement or reduction of Rent or other sums payable by Tenant
hereunder, and Tenant shall be entitled to receive the entire net award
payable by reason of such temporary requisition. Any requisition of twelve
(12) months or longer shall be considered a taking of substantially all of a
Site under Section 203, and Tenant shall be afforded the termination rights
as and to the extent set forth in said Section 20.13.
21. INDEMNIFICATION.
A. Notwithstanding the existence of any insurance required to be provided
hereunder (but not in duplication thereof), and without regard to the policy
limits of any such insurance, and in addition to and not in limitation of any
other indemnity provided in this Lease, Tenant shall protect, indemnify,
defend and hold harmless all Landlord Indemnified Parties from and against
any and all liabilities, obligations, claims, damages, penalties, causes of
action, losses, costs, fees and expenses, including without limitation
reasonable counsel fees and court costs, to the maximum extent permitted
34

by Law, imposed upon, asserted against or suffered or incurred by any
Indemnified Party directly or indirectly by reason of any claim, suit or
judgment obtained or brought by or on behalf of any person or persons
against any Landlord Indemnified Party, for damage, loss or expense, which
arise out of, are occasioned by, or are in any way attributable to or related
to the following: (i) Tenant's use or occupancy of the Premises; (ii) the
conduct of Tenant's business at the Premises; (iii) any activity, work or
thing done or permitted by or on behalf of Tenant or its agents, contractors
or subtenants in or about the Premises; (iv) the condition of the Premises;
(v) the Lease or any breach or default in the performance of any obligation
to be performed by Tenant under the terms of this Lease or arising from any
act, neglect, fault or omission of Tenant or Tenant's Representatives; or (vi)
the Premises or any accident, injury to or death of any person or damage to
any property howsoever caused in or on the Premises, except to the extent
that any of the foregoing are directly caused by the gross negligence or
willful misconduct of Landlord and/or any Landlord Indemnified Parties.
Tenant, at its expense, shall contest, resist and defend any such claim, action
or proceeding asserted or instituted against any Landlord Indemnified Party
("Landlord Claim"). If at any time a Landlord Indemnified Party shall
have received written notice of or shall otherwise be aware of any Landlord
Claim which is subject to indemnity under this Section 2 LA, such Landlord
Indemnified Party shall give reasonably prompt written notice of such
Landlord Claim to Tenant; provided, that, except to the extent Tenant is
materially prejudiced in its defense of such Landlord Claim, (1) such
Landlord Indemnified Party shall have no liability fora failure to give notice
of any Landlord Claim, and (II) the failure of such Landlord Indemnified
Party to give such a notice to Tenant shall not limit the rights of such
Landlord Indemnified Party or the obligations of Tenant with respect to
such Landlord Claim. Tenant shall have the right to reasonably control the
defense of any Landlord Claim; provided that Tenant shall cooperate with
Landlord and Tenant shall not settle any Landlord Claim without
Landlord's approval, such consent not to be unreasonably withheld or
delayed. Tenant's liability under this Section 21 shall survive the expiration
or earlier termination of this Lease.
B. Except to the extent prohibited by Law or directly caused by the gross
negligence or willful misconduct of Landlord or any Landlord Indemnified
Parties, Tenant hereby expressly releases Landlord and Landlord
Mortgagee and all other Landlord Indemnified Parties from, and waives all
claims for, damage or injury to person, theft, loss of use of or damage to
property and loss of business sustained by Tenant and resulting from the
Premises, including the Building, Property or Tenant's Personal Property or
any part thereof or any equipment therein or appurtenances thereto
becoming in disrepair, or resulting from any damage, accident or event in
or about the Premises. Without limiting the generality of the foregoing, this
Section 2LB shall apply particularly, but not exclusively, to flooding,
damage caused by Building equipment and apparatuses, water, snow, frost,
35

steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive
noise or vibration, death, loss, conversion, theft, robbery, or the bursting or
leaking of pipes, plumbing fixtures or sprinkler devices.
22. ASSIGNMENT AND SUBLETTING.
A. Subject to Tenant's right of first refusal provided in Section 46 hereof, this
Lease shall be fully assignable by the Landlord or its successors and assigns,
in whole or in part in connection with Landlord's sale or transfer of its
interest in a Site. In the event that from time to time Landlord desires to
sever and partially assign its interest in the Lease with respect to one or more
of the Sites in their entirety, then (a) the Base Rent allocated to any Sites
covered by the partial assignment (the "Allocated Base Rent Amount")
shall be equal to the product of the Applicable Rent Reduction Percentage
for such Sites and the then current Base Rent; (b) Landlord and Tenant shall
within ten (10) business days of written request (the "Landlord Severance
Notice") by Landlord enter into (i) a lease modification agreement in the
form attached hereto as Exhibit H-1 (each a "Lease Modification
Agreement") and (ii) a new lease agreement covering such assigned Sites
in substantially the form attached hereto as Exhibit H-2 (each a "New
Lease"); (c) Landlord and Landlord's assignee shall enter into a landlord
assignment and assumption of lease agreement with respect to such New
Lease so assigned in the form reasonably required by Landlord's assignee
(each a "Landlord Assignment Agreement," together with the Lease
Modification Agreement and the New Lease, collectively, with respect to
each Site or Sites being transferred, the "Lease Transfer Documents"); (d)
upon the assignment by Landlord, this Lease shall be amended (pursuant to
the Lease Modification Agreement) to exclude any such Sites the subject of
such partial assignment from the Lease, and to reduce the Base Rent
hereunder by the Allocated Base Rent Amount; (e) the successor Landlord
to the assigned Sites shall provide Tenant with a Form W-9 and provide
details for payments of future Rent to the successor Landlord for the new
lease; (0 the successor Landlord for the assigned Sites shall execute a
collateral access agreement either in the form attached as Exhibit 1 or in
such other form as may be reasonably acceptable to successor Landlord;
and (g) the Base Rent payable under the New Lease will equal the Allocated
Base Rent Amount. In such event, each party shall deliver original executed
counterparts of the Lease Transfer Documents to the party designated by
Landlord within ten (10) business days of delivery of the Landlord
Severance Notice. In addition, Tenant and Landlord shall execute and
deliver to the other, any other instruments and documents reasonably
requested by Landlord or "Tenant and reasonably approved by the other in
connection with the sale or assignment including without limitation,
amended SNDAs and/or memorandum of leases. In addition, Tenant agrees
to cooperate reasonably with Landlord in connection with any such sale or
assignment at no cost or expense of or additional liability or adverse effect
to, Tenant. From and after the effective date of any such Landlord
36

Assignment Agreement, Landlord will be released from any liability
thereafter accruing with respect to the Sites covered thereby and such
assignee shall also be deemed to have assumed all such liabilities.
B. Subject to Tenant's right of first refusal provided in Section 46 hereof,
Landlord shall have the right to sell or convey the entire Premises subject
to this Lease or to assign its right, title and interest as Landlord under this
Lease in whole or in part. In the event of any such sale or assignment other
than a security assignment, Tenant shall attom to such purchaser or assignee
and Landlord shall be relieved, from and after the date of such transfer or
conveyance, of liability for the performance of any obligation of Landlord
contained herein, except for obligations or liabilities accrued prior to such
assignment or sale. The successor Landlord shall provide Tenant with a Form
W-9 and provide details for payments of future Rent to the successor
Landlord, and shall execute a collateral access agreement either in the form
attached as Exhibit 1 or in such other form as may be reasonably acceptable
to successor Landlord.
C. At any time and from time to time, Landlord shall have the right to sever
this Lease into two or more Severed Master Leases in accordance with this
Section 22.0 (such severance, a "Master Lease Severance"). In the event
Landlord desires to effectuate a Master Lease Severance, then, (a) Landlord
and Tenant shall within ten (10) business days of Landlord's written request
(the "Landlord Master Lease Severance Notice") execute two or more
master leases each in the form of this Lease, among which the Sites shall be
allocated (such number of master leases and the allocation of Sites among
such master leases shall be determined by Landlord and designated in the
Landlord Master Lease Severance Notice), which master leases shall,
collectively, amend and restate this Lease in its entirety (each such master
lease a "Severed Master Lease" and collectively, the "Severed Master
Leases") and (b) the Base Rent under each Severed Master Lease shall
equal the product of the aggregate Applicable Rent Reduction Percentages
for the Sites subject to such Severed Master Lease and the then current Base
Rent. In the event Landlord elects to cause a Master Lease Severance, each
party shall deliver original executed counterparts of the Severed Master
Leases within ten (10) business days of delivery of the Landlord Master
Lease Severance Notice. In addition, Tenant and Landlord shall execute and
deliver to the other, any other instruments and documents reasonably
requested by Landlord or Tenant and reasonably approved by the other in
connection with the Master Lease Severance, including, without limitation,
amended SNDAs and/or memoranda of leases. In addition, Tenant agrees
to cooperate reasonably with Landlord in connection with any Master Lease
Severance.
D. Tenant acknowledges that Landlord has relied on the business experience
and creditworthiness of Tenant and Guarantor in entering into this Lease.
Except as provided in Section 22.H or otherwise expressly provided herein,
37

without the prior written consent of Landlord, in Landlord's sole and
absolute discretion: (i) Tenant shall not assign, transfer, convey, sublease,
pledge or mortgage this Lease or any interest therein, whether by operation
of law or otherwise; and (ii) no change of Control of Guarantor shall occur,
provided that Landlord consent shall not be required (but prior written
notice to Landlord shall be required) under this clause (iii) for any Permitted
Guarantor Change of Control (each of items (i) through (iii) are hereinafter
referred to as a "Transfer"). For purposes of this Agreement, the term
"Permitted Guarantor Change of Control" shall mean any change of
Control of Guarantor with respect to which any of the following conditions
is satisfied: (1) immediately following such change of Control of Guarantor,
Guarantor (or the successor to Guarantor, if applicable) has an investment
grade rating (public or private) pursuant to ratings established by at least
two (2) of the following Nationally Recognized Statistical Ratings
Organizations (NRSRO): Standard & Poor's, Moody's, Fitch, Morningstar,
Kroll, and Egan -Jones; (2) immediately following such change of Control
of Guarantor, Guarantor (or the successor to Guarantor, if applicable) has
the following, as applicable: (a) if such change of Control occurs during
Time Period One, both (i) EBITDA equal to or greater than One Hundred
Million and No/100 Dollars ($100,000,000.00) and (ii) net worth equal to
or greater than the product of (A) ten percent (10%) multiplied by (B) the
Total Landlord Investment, (b) if such change of Control occurs during
Time Period Two and the Acquisition Threshold has not been satisfied, net
worth equal to or greater than the product of (A) ten percent (10)%
multiplied by (B) the Total Landlord Investment, or (c) if such change of
Control occurs during Time Period Two and the Acquisition "Threshold has
been satisfied, both (i) EBITDA equal to or greater than One Hundred
Million and No/100 Dollars ($100,000,000.00) and (ii) net worth equal to
or greater than One Hundred Million and No/100 Dollars
($100,000,000.00); or (3) prior to such change of Control of Guarantor,
Tenant delivers to Landlord an irrevocable standby letter of credit in form
and substance reasonably acceptable to Landlord ("Letter of Credit") in an
amount equal to the aggregate Base Rent scheduled to be paid by Tenant to
Landlord hereunder from the date of delivery of such Letter of Credit until
the date that is twelve (12) months thereafter (the "Security Deposit"), to
be held by Landlord for the balance of the Term. Upon Tenant's failure to
timely pay Rent or any other sums due under this Lease, Landlord may,
without limiting any other rights Landlord may have herein, draw on such
Letter of Credit to satisfy any such unpaid monetary obligation of Tenant,
and "Tenant shall, immediately upon written notice from Landlord thereof,
deposit with Landlord an amount in cash sufficient to replenish the Security
Deposit to its original amount. The Letter of Credit shall be issued (the
following collectively, the "LC Issuer Requirements"): (a) by a
commercial bank with a net worth of at least Ten Billion Dollars
($10,000,000,000), (b) that is chartered under the laws of the United States,
any State thereof or the District of Columbia, and which is insured by the
38

Federal Deposit Insurance Corporation, (c) whose long-term, unsecured and
unsubordinated debt obligations are rated in the highest category by at least
two of Fitch Ratings Ltd. (Fitch), Moody's Investors Service, Inc.
(Moody's) and Standard & Poor's Ratings Services (S&P) (the "Rating
Agencies") or their respective successors (which shall mean AAA from
Fitch, Aaa from Moody's and AAA from Standard & Poor's), (d) which has
a short term deposit rating in the highest category from at least two Rating
Agencies (which shall mean Fl from Fitch, P-I from Moody's and A-1 from
S&P), and (e) which is not insolvent and is not placed into receivership or
conservatorship by the Federal Deposit Insurance Corporation, or any
successor or similar entity, and for which no trustee, receiver or liquidator
is appointed. If at any time following the delivery of the Letter of Credit by
Tenant pursuant to this Section 22.13 the LC Issuer Requirements are not
satisfied, then Tenant shall, no later than ten (10) business days thereafter,
deliver to Landlord either a replacement Letter of Credit which meets the
LC Issuer Requirements or cash in the amount of the Security Deposit. If
Tenant fails to deliver a replacement Letter of Credit from an institution that
satisfies the LC Issuer Requirements or such cash Security Deposit to
Landlord within such ten (10) business day period, Landlord, at its option,
upon the delivery of written notice to Tenant may draw upon the Letter of
Credit and instruct the Letter of Credit issuer to deliver the full amount of
the Letter of Credit to Landlord as a cash Security Deposit. It is Tenant's
responsibility to maintain and renew the Letter of Credit such that it is in
effect at all times until the return of the Letter of Credit to Tenant in
accordance herewith. Tenant shall renew such Letter of Credit no later than
thirty (30) days prior to any expiration date thereof or replace such Letter
of Credit with a replacement Letter of Credit which otherwise meets the LC
Issuer Requirements or with a cash Security Deposit. If Tenant has not
renewed the Letter of Credit (and delivered the original of such renewal
documentation to Landlord) or delivered a satisfactory replacement Letter
of Credit or cash Security Deposit to Landlord at least thirty (30) days prior
to the expiration date of the Letter of Credit, Landlord, at its option, may
draw upon the Letter of Credit and instruct the Letter of Credit issuer to
deliver the full amount of the Letter of Credit to Landlord as a cash Security
Deposit. In lieu of the Letter of Credit, Tenant may elect to deliver to
Landlord a rental insurance product, issued by an investment -grade insurer,
which will "credit wrap" all of the Tenant's obligations under this Lease for
the entire Term. In addition, Guarantor shall not, at any time, transfer any
asset of Guarantor if, immediately following such transfer, the EBITDA of
Guarantor would be less than One Hundred Million and No/100 Dollars
($100,000,000.00), unless, prior to such transfer of such asset, Tenant
provides the ARKO Guaranty (as hereinafter defined) to Landlord. In
addition, no interest in "Tenant, or in any individual or person owning
directly or indirectly any interest in Tenant, shall be transferred, assigned or
conveyed to any individual or person whose property or interests are subject
to being blocked under any of the OFAC Laws and Regulations and/or who
39

is in violation of any of the OFAC Laws and Regulations, and any such
transfer, assignment or conveyance shall not be effective until the transferee
has provided written certification to "Tenant and Landlord that (A) the
transferee or any person who owns directly or indirectly any interest in
transferee, is not an individual or entity whose property or interests arc
subject to being blocked under any of the OFAC Laws and Regulations or
is otherwise in violation of the OFAC Laws and Regulations, and (B) the
transferee has taken reasonable measures to assure than any individual or
entity who owns directly or indirectly any interest in transferee, is not an
individual or entity whose property or interests are subject to being blocked
under any of the OFAC Laws and Regulations or is otherwise in violation
of the OFAC Laws and Regulations; provided, however, the covenant
contained in this sentence shall not apply to any person to the extent that
such person's interest is in or through a U.S. Publicly -Traded Entity.
E. Landlord's consent to a Transfer shall be subject to the satisfaction of such
conditions as Landlord shall determine in its reasonable discretion,
including, without limitation, the proposed transferee having satisfactory
creditworthiness as determined by Landlord in its sole and absolute
discretion. In addition, any such consent shall be conditioned upon the
payment by Tenant to Landlord of all out-of-pocket costs and expenses
incurred by Landlord in connection with such consent, including, without
limitation, reasonable attorneys' fees. The provisions of this Section 22
shall apply to every Transfer regardless of whether voluntary or not, or
whether or not Landlord has consented to any previous Transfer. No
Transfer shall relieve Tenant of its obligations under this Lease or any
guarantor of this Lease of any of its obligations under the Guaranty, it being
understood that the initial Tenant under this Lease and the Guarantor always
shall remain liable and responsible for the obligations of the tenant
hereunder unless Landlord consents to release the initial Tenant under this
Lease and the Guarantor based on the creditworthiness of any successor
tenant and/or guarantor. Any Transfer in violation of this Section 22 shall
be voidable at the sole option of Landlord.
1'. Any Transfer shall not relieve Tenant, or any person claiming by, through
or under Tenant, of the obligation to obtain the consent of Landlord,
pursuant to this Section 22, to any further Transfer. In the event of a
sublease, if there exists an Event of Default, Landlord may collect rent from
the subtenant without waiving any rights under this Lease while such Event
of Default is continuing. At Tenant's request, Landlord shall inform Tenant
when it has collected such rent from the subtenant. Any rent Landlord may
collect from any such subtenant will be first applied to the Rent due and
payable under this Lease and any other amounts then due and payable and
then applied to the Rent as it becomes due and payable under this Lease.
The collection of the Rent and any other sums due and payable under this
Lease, from a person other than "Tenant shall not be a waiver of any of
Landlord's rights under this Section 22.1, an acceptance of assignee or
.M

subtenant as Tenant, or a release of Tenant from the performance of
Tenant's obligations under this Lease. No Transfer shall affect the liability
of Guarantor under the Guaranty.
G. No Transfer shall impose any additional obligations on Landlord under this
Lease. Tenant shall reimburse Landlord (and Landlord's Mortgagee, if
applicable) for Landlord's reasonable costs and expenses (including
reasonable attorneys' fees) incurred in conjunction with the reviewing and
processing and documentation of any Transfer requiring Landlord's consent
regardless of whether such Transfer is consummated.
H. Notwithstanding the foregoing, Tenant may upon written notice to Landlord
but without the written consent of Landlord: (i) transfer its interest in this
Lease to any Affiliate of Tenant controlled by GPM Investments, LLC, (ii)
Transfer, or allow to be Transferred, publicly -traded shares of any direct or
indirect parent entity of GPM Investments, LLC, and (iii) sublease Tenant's
interest in this Lease. For the avoidance of doubt, Tenant and Guarantor
shall remain fully liable under this Lease, notwithstanding any such
Transfer or sublease. With respect to any sublease ofthe Premises, (i) such
sublease, by its terms, must be expressly subordinate to and subject to the
terms of this Lease (and all future amendments to this Lease), (ii) the use
contemplated under such sublease must not breach the use restrictions
herein, (iii) such sublease shall not impose any additional obligations on
Landlord under this Lease, and (iv) Landlord shall have no obligation to
recognize any or to agree to not disturb any subtenant or other occupant of
Tenant upon any Event of Default of Tenant under this Lease, unless
Landlord shall agree to do so in writing by separate instrument, but
Landlord, acting in its sole and absolute discretion, shall have no obligation
to do so.
23. LIENS.
Tenant will not, directly or indirectly, create or permit to be created or to remain, and will
promptly discharge, at its expense, any mechanic's, supplier's or vendor's lien, encumbrance or
charge on the Premises or any part hereof. The existence of any mechanic's, supplier's or vendor's
lien, or any right in respect thereof, shall not constitute a violation of this Section 23 if payment is
not yet due upon the contract or for the goods or services in respect of which any such lien has
arisen or, if Tenant is protesting or challenging such lien in good faith and has, within thirty (30)
days after Tenant receives actual notice of such lien, bonded over such lien. Nothing contained in
this Lease shall be construed as constituting the consent or request of Landlord, expressed or
implied, of any contractor, subcontractor, laborer, materialman or vendor to or for the performance
ofany labor or services or the furnishing of any materials for any construction, alteration, addition,
repair or demolition of or to the Premises or any part thereof, and any such contractor,
subcontractor, laborer, materialman or vendor shall look solely to Tenant and Tenant's interest in
the Premises to secure the payment of any bills for any labor, services, or materials furnished.
Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished
or to be furnished to Tenant, or to anyone holding the Premises or any part thereof through or
41

under Tenant, and that no mechanic's or other liens for any such labor, services or materials shall
attach to or affect the interest of Landlord in and to the Premises. If Tenant has not removed any
such lien or other encumbrance described above within thirty (30) days after written notice thereof
to Tenant, Landlord may, but shall not be obligated to, pay the amount of such lien or other
encumbrance or discharge the same by deposit, and the amount so paid or deposited shall constitute
additional Rent and be collectible upon demand with interest at the Default Rate. Landlord hereby
consents to the granting of a lien or security interest on the fixtures, furnishings, trade fixtures,
furniture, computers, telephone systems, machinery, equipment and other of Tenant's Personal
Property installed or placed on the Premises by Tenant in connection with any customary credit
facility(ies) and/or equipment financing that Tenant has or may have during the Term hereof, and
Tenant shall give Landlord written notice of any such lien ("Permitted Personal Property Lien").
In connection with any such Permitted Personal Property Lien, Landlord agrees to execute a
collateral access agreement in the form attached as Exhibit t or in such other form as may be
reasonably acceptable to Landlord.
24. TENANT'S DEFAULT.
Each of the following events shall be deemed to be an "Event of Default" under this Lease:
(i) failure to pay Rent or any other monetary obligation as and when due, and such failure continues
for three (3) business days after Tenant's receipt of Landlord's written notice thereof; (ii) Tenant
abandons the Premises (except to the extent permitted in Section 4.13); (iii) Guarantor or Tenant
becomes insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding
under state or federal bankruptcy laws (or successor laws) or Guarantor or Tenant shall be
adjudged bankrupt or insolvent in proceedings filed against Guarantor or Tenant; (iv) a writ of
attachment or execution is levied on this Lease, or a receiver is appointed with authority to take
possession of the Premises, which attachment, execution or receiver is not removed within thirty
(30) days of filing or appointment of a receiver; (v) Guarantor or Tenant shall be liquidated or
dissolved; (vi) Tenant shall violate Section 23 hereof; (vii) the estate or interest of Tenant in the
Premises or any part thereof shall be levied upon or attached in any proceeding relating to more
than One Hundred Thousand and No/100 Dollars ($100,000.00), and the same shall not be vacated,
discharged or stayed pending appeal (or bonded or otherwise similarly secured payment) within
the earlier of sixty (60) days after commencement thereof or thirty (30) days after receipt by "tenant
of notice thereof from Landlord or any earlier period provided by Law for obtaining any stay
pending appeal or to prevent foreclosure or sale; provided, however, that such notice shall be in
lieu of and not in addition to any notice required under applicable Law; (viii) Tenant fails to
maintain any insurance required by this Lease; (ix) failure by "Tenant to perform any other
covenant, agreement or undertaking of the Tenant contained in this Lease if the failure to perform
is not cured within thirty (30) days after Tenant's receipt of Landlord's written notice thereof,
provided, however, if the breach cannot reasonably be cured within thirty (30) days, the same shall
not result in an Event of Default if "Tenant commences to cure the breach within thirty (30) days
of receipt of Landlord's written notice and diligently and in good faith continues to prosecute the
cure of said breach to completion, provided such breach is cured within ninety (90) days after
Tenant's receipt of Landlord's written notice thereof; (x) to the extent required under the Guaranty,
Guarantor fails to deliver the financial statements required to be delivered by Guarantor to
Landlord; and (xi) an event of default beyond all applicable notice and cure periods by Guarantor
under the Guaranty.
42

25. REMEDIES OF LANDLORD.
A. From and after the occurrence of any Event of Default, Landlord shall have
the option to pursue any one or more of the following remedies as well as
any other remedy available at Law or in equity for such Event of Default:
(i) terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord; (ii) using lawful means, enter upon and take
possession ofthe Premises without terminating this Lease and without being
liable for prosecution or claim for damages, and relet, upon reasonable
terms, all or a portion of the Premises (if Landlord elects to enter and relet
the Premises, Landlord may at any time thereafter elect to terminate this
Lease); (iii) sue periodically to recover damages during the period
corresponding to the portion of the Term for which suit is instituted, and if
Landlord elects to sue and is successful in such suit, Landlord shall be
entitled to recover all costs and expenses of such suit, including reasonable
attomeys' fees, together with interest at the Default Rate; (iv) re-enter the
Premises or any portion thereof and attempt to cure any default of Tenant,
or make any such payment or perform such act for the account of and at the
expense of Tenant, in which event Tenant shall, upon demand, reimburse
Landlord as additional Rent for all reasonable costs and expenses which
Landlord incurs to cure such default, together with interest at the Default
Rate accruing from the date such costs and expenses were incurred, and
Tenant agrees that no such entry or action by Landlord shall constitute an
actual or constructive eviction or repossession, without Landlord's express
intention to do so as expressed in writing, and no such entry shall be deemed
an eviction of Tenant; (v) to the extent permitted by applicable Law,
accelerate and recover from Tenant all Rent and other monetary sums
scheduled to become due and owing under this Lease after the date of such
breach for the entire Term and any Renewal Term that has been exercised;
and (vi) enforce the provisions of this Lease by a suit or suits in equity or at
law for the specific performance of any covenant or agreement contained
herein, or for the enforcement of any other appropriate legal or equitable
remedy. Tenant shall reimburse Landlord for any out-of-pocket expenses
which Landlord actually incurs in complying with the terms of this Lease
on behalf of Tenant, together with interest at the Default Rate.
B. If Landlord elects to terminate this Lease, Landlord shall be entitled to
recover from Tenant all Rent accrued and unpaid for the period up to and
including such termination date, as well as all other additional Rent payable
by Tenant, or for which Tenant is liable or for which Tenant has agreed to
indemnify Landlord, which may be then owing and unpaid, and all costs
and expenses, including court costs and reasonable attorneys' fees, incurred
by Landlord in the enforcement of its rights and remedies hereunder,
together with interest at the Default Rate. In addition, Landlord shall be
entitled to recover as damages for loss of the bargain and not as a penalty
the lesser of (i) the sum of (1) the aggregate sum which at the time of such
termination represents the present value of the aggregate Rent which would
FW

have been payable after the termination date had this Lease not been
terminated for the remainder of the Term or Renewal Term, as applicable,
during which such termination occurred, such present value to be computed
on the basis of the rate of U.S. Treasury Bills with the closest maturity date
correlating with the amount of time left in the Term or Renewal Term, as
applicable, had this Lease not been terminated, and (2) any damages in
addition thereto, including without limitation reasonable attorneys' fees and
court costs, which Landlord sustains as a result of the breach of any of the
covenants of this Lease other than for the payment of Rent, and interest at
the Default Rate or (ii) the greatest amount permitted by applicable Law.
C. Landlord shall undertake to mitigate damages upon the occurrence of an
Event of Default, which Landlord obligation shall be satisfied in full if
Landlord undertakes to lease the Premises (the "Repossessed Premises")
to another tenant (a "Substitute Tenant") in accordance with the following
criteria: (1) Landlord shall have no obligation to solicit or entertain
negotiations with any other prospective tenants for such Repossessed
Premises until Landlord obtains full and complete possession of such
Repossessed Premises including, without limitation, the final and
unappealable legal right to relet such Repossessed Premises free of any
claim of "Tenant; (2) Landlord shall not be obligated to lease or show such
Repossessed Premises, on a priority basis, or offer such Repossessed
Premises to a prospective tenant when other premises in the applicable
Building or any other building owned by Landlord suitable for that
prospective tenant's use are (or will be) available; (3) Landlord shall not be
obligated to lease such Repossessed Premises to a Substitute Tenant for a
rent less than the current fair market rent then prevailing for similar uses in
Comparable Buildings for such Repossessed Premises, nor shall Landlord
be obligated to enter into a new lease under other terms and conditions that
are unacceptable to Landlord under Landlord's then current leasing policies
for comparable space in the applicable Building or for a building belonging
to Landlord in the vicinity; (4) Landlord shall not be obligated to enter into
a lease with a Substitute Tenant whose use would: (i) violate any restriction,
covenant, or requirement contained in the lease of another tenant of the
applicable Building; or (ii) materially and adversely affect the value or
marketability of the applicable Building; and (5) Landlord shall not be
obligated to enter into a lease with any proposed Substitute "Tenant which
does not have, in Landlord's reasonable opinion, sufficient financial
resources to operate such Repossessed Premises in a first-class manner and
to fulfill all ofthe obligations in connection with the lease thereof' as and
when the same become due. No rcletting shall be construed as an election
on the part of Landlord to terminate this Lease unless a written notice of
such intention is given to Tenant by Landlord. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous default and/or exercise its rights
under Section 25.A and Section 25.13.

D. Pursuit of any of the above stated remedies by Landlord after an Event of
Default shall not preclude pursuit of any other remedy provided in this
Lease or at Law or in equity, nor shall pursuit of any remedy constitute
forfeiture or waiver of any remedy of Landlord or payment due to Landlord.
No waiver by Landlord of any violation or breach of any of the terms,
provisions and covenants herein contained shall be deemed or construed to
constitute a waiver of any other violation or breach of any of the terms,
provisions and covenants herein contained. Forbearance by Landlord to
enforce one or more of the remedies herein provided upon an Event of
Default shall not be deemed or construed to constitute a waiver of any other
violation or default. Once an Event of Default occurs, Landlord shall not
be obligated to accept any cure of such Event of Default, and such Event of
Default shall continue unless and until Landlord states in writing, in its sole
and absolute discretion, that no Event of Default exists under this Lease.
26. SUBORDINATION/ATTORNMENT.
A. Landlord Mortgage. Landlord may mortgage its fee interest in the Premises
or any portion thereof, at any time, and from time to time, in accordance
with the terms hereof. Notwithstanding anything to the contrary contained
herein, Landlord and Tenant agree that this Lease shall be subordinate to
any Landlord Mortgage and the rights of any Landlord Mortgagee;
provided, however, in the event of a foreclosure under any such Landlord
Mortgage, or conveyance or assignment in lieu of foreclosure or by deed in
lieu of foreclosure, such Landlord Mortgagee and its successors and assigns
shall not disturb the occupancy or other rights of Tenant under the terms of
this Lease so long as no Event of Default exists hereunder. The foregoing
shall be self -operative and not require any additional documentation,
provided, however, if requested by Landlord or, to the extent consented to
by the Landlord Mortgagee, Tenant, Tenant shall, promptly and in no event
later than fifteen (15) days after a request from Landlord, enter into a
reasonable and customary subordination, non -disturbance and attornment
agreement (`SNDA") with Landlord Mortgagee to effectuate the
subordination, non -disturbance and attomment rights contemplated by this
Section 26.A.
B. For the purposes of this Lease, the following definitions shall apply:
"Landlord Mortgage" shall mean any financing obtained by Landlord, as
evidenced by any mortgage, deed of trust, assignment of leases and rents, financing statement or
other instruments, and secured by the interest of Landlord in the Premises or any portion thereof,
including any extensions, modifications, amendments, replacements, supplements, renewals,
refinancings and consolidations thereof.
"Landlord Mortgagee" shall mean the mortgagee (and its successors and assigns)
under any Landlord Mortgage.
45

27. ESTOPPEL CERTIFICATE.
A. At any time, and from time to time, Tenant or Landlord, as applicable, shall,
promptly and in no event later than fifteen (15) days after a request from the
other party, execute, acknowledge and deliver to the first party a certificate
in the form attached hereto as Exhibit D or such other form as may be
supplied by such first party certifying: (i) that, with respect to an estoppel
delivered by Tenant, 'Tenant has accepted the Premises; (ii) that this Lease
is in full force and effect and has not been modified (or if modified, setting
forth all modifications); (iii) the commencement and expiration dates ofthe
Term, including the terms of any extension options of "Tenant; (iv) the date
to which the rentals have been paid under this Lease and the amount thereof
then payable; (v) whether there are then any known existing defaults by the
other party in the performance of its obligations under this Lease, and, if
there are any such defaults, specifying the nature and extent thereof; (vi)
that the first party, to its actual knowledge, is not in default under this Lease
beyond any grace or cure periods, except as to defaults specified in the
certificate; (vii) the capacity of the person executing such certificate, and
that such person is duly authorized to execute the same on behalf of the
other party; and (viii) any other information reasonably requested by the
first party.
B. At any time, and from time to time, Tenant shall, at Landlord's request, use
commercially reasonable (but without the requirement to expend funds in
any non -de minimis amounts) efforts to obtain estoppel certificates, in a
form requested by Landlord or any Landlord Mortgagee, from any
applicable counterparties under any applicable declarations, covenants,
conditions and restrictions, reciprocal easement agreement or other
encumbrances.
28. HAZARDOUS MATERIALS.
Notwithstanding anything contained herein to the contrary:
A. "Tenant covenants and agrees that it shall not cause, conduct, authorize or
allow (i) the presence, generation, transportation, storage, treatment, or
usage at the Premises, or any portion thereof, of any Hazardous Material in
violation of or as would give rise to liability under Environmental Laws;
(ii) a Release or threat of Release of any Hazardous Material on, under,
about or in the Premises; or (iii) any violation of or liability under any
Environmental Law at or with respect to the Premises or activities
conducted thereon. For avoidance of doubt, nothing in this Section 28.A
shall prohibit Tenant from using at the Premises (1) cleaning materials,
pesticides, and other common household and office products, and/or (11)
materials in connection with any fuel tanks, fuel dispensers, generators or
the like on the Premises, solely to the extent, with respect to each of the

preceding clauses (1) and (11), that any such use thereof is in compliance
with Environmental Laws.
B. Landlord acknowledges that Tenant will sell, handle, receive and store
petroleum fuels and other products from the Premises in the conduct of its
normal business operations. Tenant shall, at its own cost, comply and ensure
that the Premises and all operations and activities at the Premises comply
with all Environmental Laws and the terms of this Lease with respect to
Hazardous Materials. Tenant shall, at its own cost, obtain all permits,
licenses and authorizations required under Environmental Laws for the
operations and activities conducted at the Premises.
C. Tenant shall promptly make available to Landlord on Tenant's data portal
with written notice of any material violation of Environmental Laws, any
material Release of Hazardous Materials in or around any Site that could
impact the Premises or require any investigation, remediation or other
response action under Environmental Law, and any written claim or written
threat of a material claim asserting any liability under Environmental Laws
relating to the Premises, and copies of all reports, site assessments, and
material communications, permits or agreements to, from or with any
governmental authority or other third party relating to such violation,
Release or claim.
D. Landlord and Landlord's Representatives shall, during the Term of the
Lease, have access to the Premises to conduct such inspections and tests (i)
as may be required by its actual or prospective purchasers or lenders in
connection with any financing, refinancing, sale, disposition or other
transfer involving the Premises or (ii) which may be necessary in the event
of any permanent or temporary (for a period of more than thirty (30) days)
cessation of operations at or shut down of the Premises.
E. If the presence, Release, threat of Release, presence or placement on, in or
around any Site, or the generation, transportation, storage, use, treatment,
or disposal at or around any Site of any Hazardous Material by Tenant,
Tenant's Representatives, or by any third party other than Landlord or
Landlord's Representatives: (i) gives rise to any liability or obligation
(including, but not limited to, any investigatory, remedial, removal,
reporting, or other response action) under any Environmental Law,
(ii) causes or threatens to cause any adverse effect on public health or
occupational safety and health, or (iii) otherwise violates Environmental
Law, Tenant shall promptly take any and all remedial and removal actions
required by Environmental Laws or otherwise necessary to clean up any
such Site to comply with all environmental standards applicable to any such
Site given its use at the time of the remediation and mitigate exposure to
liability arising from the Hazardous Material.
47

I'. Tenant shall make available on its data portal to Landlord upon Tenant
becoming aware of: (i) any enforcement action, investigation, cleanup,
notice of material violation, or other regulatory action taken or threatened
against either party or otherwise related to the Premises by any
governmental authority with respect to the presence of any Hazardous
Material at any Site in violation of or giving rise to liability under any
Environmental Law, or the migration thereof from or to other property,
(ii) any demands or claims made or threatened in writing by any
governmental authority or other person against either party hereto or
otherwise relating to any actual or alleged material violation of or liability
under Environmental Laws or relating to any loss or injury resulting from
any Hazardous Material or based on Environmental Laws, (iii) any Release
of Hazardous Materials, unlawful discharge, or non -routine, improper or
unlawful disposal or transportation of any Hazardous Material on or from
any Site, and (iv) any matters where Tenant is required by Environmental
Law to give a notice to any governmental authority respecting any
Hazardous Materials in, at, on, under or about any Site in violation of
Environmental Laws, and "fenant shall thereafter keep Landlord reasonably
apprised with respect to the status -and Tenant's actions to resolve such
matters, and shall make available to Landlord with such other documents
and information as Landlord may reasonably request with respect thereto.
G. Tenant shall indemnify, defend and hold Landlord and the Landlord
Indemnified Parties harmless, in the manner specified in Section 21, from
and against any and all liability, claim, expense, cause of action, fines,
judgments, settlements, investigation, monitoring and remediation costs,
penalties, losses and damages (including reasonable attorney's, consultant's
and contractor's fees) resulting or arising from (i) the breach by Tenant of
its covenants and agreements set forth in this Section 28, (ii) the presence,
Release, placement on, in or around the Premises, or the generation,
transportation, storage, use, treatment or disposal at or around any Site of
any Hazardous Materials before or during the Term and any Renewal Term,
as applicable, by Tenant or any third party other than Landlord or
Landlord's Representatives in violation of or giving rise to any liability
under any Environmental Law, (iii) any violation of or obligation under
Environmental Law before or during the Term and any Renewal Term, as
applicable, by Tenant or any third party other than Landlord or Landlord's
Representatives, and (iv) claims by governmental authorities or other third
parties associated with Hazardous Materials or violations of or obligations
under Environmental Laws by "fenant or any third party other than Landlord
or Landlord's Representatives, or Hazardous Materials present at, on, under
or about any Site before or during the Term and any Renewal Term, as
applicable, including, without limitation those that were discovered during
the Term and any Renewal Term, as applicable, which were caused prior to
the Term by Tenant or its agents, representatives, employees, contractors,
subcontractors, licensees or invitees or any third party other than Landlord
48

or Landlord's Representatives. The foregoing indemnity obligations shall
survive the expiration or earlier termination of this Lease.
Il. Without limitation to the foregoing, Tenant shall, at its sole cost and
expense, comply with all Environmental Laws relating to the operation and
use of all aboveground and underground storage tanks and associated lines,
systems and equipment ("Tanks") at any time located at the Premises, such
compliance to include without limitation ensuring that all Tanks are
equipped with leak detection systems and otherwise meet all applicable
construction standards and technical requirements, are subject to regular
inspections and tightness tests to confirm Tank integrity, and are covered
by pollution insurance policies or other financial assurance mechanisms to
the extent required under Environmental Laws. Tenant shall upon request
make.available to Landlord copies of inspection reports, insurance policies,
and other documentation reasonably necessary to confirm the compliance
status of such Tanks. In the event of any spills, releases or evidence of
leakage from or associated with the use of the Tanks, Tenant shall report
the same to the appropriate regulatory agency and, if required, shall conduct
testing of environmental media to confirm the nature and extent of
contamination, complete all remedial and corrective actions required under
Environmental Laws with respect to such spill, release or leakage, and upon
completion of work provide Landlord, to the extent available, a copy of a
No Further Action letter or the equivalent determination from the applicable
regulatory agency ("NFA") with respect to the remedial work.
I. For purposes of this Lease, any remediation to be performed by Tenant
hereunder shall be at a standard as required to attain compliance with
minimum remedial standards applicable under Environmental Law (with
respect to the current permitted use) in a cost effective manner, employing
where applicable risk -based remedial standards and institutional controls.
In the event a Tank Fund or state regulator requests or requires that any
restrictive covenants be placed on any of the Premises, or that Landlord
execute any documentation in order to reduce a risk rating or obtain an NFA
or closure of a Release, Landlord shall execute such restrictive covenants
and documentation required by such Tank Fund or state regulator, to the
extent that such restrictive covenants and documentation shall not adversely
affect the Permitted Use of the Premises. Landlord agrees that restrictions
relating to drinking water or restrictions against having a school or day care
facility or other residential uses at the Premises shall not be deemed to
adversely affect the permitted use of the Premises.
J. Upon the expiration or early termination of the Lease, at Landlord's request
made in writing at least six (6) months prior to the end of the Term, Tenant,
at its sole expense, shall remove from the Premises all Tanks in accordance
with all Environmental Laws and applicable commercial guidelines,
perform post -removal testing of soil and groundwater to confirm the
presence or absence of contamination associated with such Tanks, and to
m

the extent that such removal involves any excavation or remedial work at
the Premises, Tenant shall perform such remediation and restore the
Premises to the same grade level as immediately prior to excavation using
clean fill soil, and Tenant shall obtain and make available to Landlord a
copy of a NFA with respect to the Tank removal and remedial work, as
applicable. If Tanks are removed by 'Tenant, 'Tenant shall be entitled to
receive qualifying reimbursements with respect to such removal under any
applicable underground storage tank reimbursement fund in the state in
which the applicable Premises are located ("Tank Funds").
29. PRESS RELEASES.
Except for any announcement intended solely for internal distribution by Landlord or
Tenant or any disclosure required by legal, accounting or regulatory requirements beyond the
reasonable control of the disclosing party, including, without limitation, requirements of any
applicable securities exchange or securities regulator (provided, however, to the extent permitted
by the applicable securities exchange or securities regulator, the schedules and exhibits hereof
shall be redacted), all media releases or public announcements (including, but not limited to,
promotional or marketing material) by Landlord or Tenant or either party's employees or agents
relating to this Lease or its subject matter, or including the name, trade name, trade mark, or symbol
of Tenant or an Affiliate of Tenant, or Landlord or an Affiliate of Landlord, shall be coordinated
with and approved in writing by the other party prior to the release thereof; provided, that nothing
herein is intended to require Tenant's consent to the identification of'1'enant or the particulars of
this Lease in connection with any marketing of the Premises or any portion thereof by Landlord.
To the extent any such approval is granted, (a) such name, trade name, trademark, or symbol shall
be displayed only in accordance with the granting party's then current branding standards,
including, without limitation, those related to colors and placement and all TM and ® marks and
(b) the other party agrees to promptly remove such references upon receipt of the granting party's
written request to do so.
30. HOLDING OVER.
Except as set forth below, if'Tenant continues to occupy the Premises or any portion thereof
after the expiration or other termination of this Lease or the termination of Tenant's right of
possession with respect to the Premises, such occupancy shall be that of a tenancy at sufferance.
Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of
this Lease (other than provisions relating to length of the Term) and shall pay for its use and
occupancy an amount (on a per month basis without reduction for any partial months during any
such holdover) equal to (i) one hundred percent (100%) ofthe additional Rent due under this Lease
for the holdover period, and (ii) one hundred fifty percent (150%) of the monthly Base Rent due
in the month immediately prior to the expiration or earlier termination of the Term. Except as set
forth below, no holding over by Tenant or payments of money by 'Tenant to Landlord after the
expiration of the 'Perm shall be construed to extend the Term or prevent Landlord from recovery
of immediate possession of the Premises by summary proceedings or otherwise. In the event that
Tenant continues to occupy the Premises or any portion thereof after the expiration or termination
of this Lease, such occupancy shall be that of a tenancy at sufferance and Tenant shall be liable to
50

Landlord for all direct and consequential damages which Landlord may suffer by reason of any
holding over by Tenant.
31. FINANCIAL COVENANTS.
Within ninety (90) days after the end of each ofthe first, second and third calendar quarters
of each year and during the term of this Lease, Guarantor shall deliver to Landlord unaudited
financial statements for such fiscal quarter including a balance sheet, income statement and
statement of cash Flow, prepared in accordance with GAAP on a consolidated basis and certified to
be accurate and complete by the CFO, VP -Finance or other appropriate officer of Guarantor). On
or before one hundred twenty (120) days after the end of each of Guarantor's fiscal years during
the term of the Lease, Guarantor shall deliver audited financial statements for such fiscal year
including a balance sheet, income statement and statement of cashflow, prepared in accordance
with GAAP on a consolidated basis and audited by an independent certified public accounting
firm. Notwithstanding the foregoing, so long as annual audited financial statements of Guarantor
are publicly available, Guarantor's obligations to deliver financial reports pursuant to this Section
31 shall be deemed to be satisfied. No more than once a year and no later than 120 days after the
end of Tenant's fiscal year, Tenant shall provide Landlord unit level store profit and loss statements
in excel showing the cash Flow generated by the unit, consistent with Tenant's historical policies
and procedures, which include each's unit's rent payment as an expense. Failure to provide such
financial statements on a timely basis shall not be an Event of Default, if Tenant provides such
Financial Statements within 10 days of having received a notice from Landlord regarding the
failure to provide such Financial Statement.
32. QUIET ENJOYMENT.
So long as Tenant is not in an Event of Default under this Lease, Landlord shall not take
any action to disturb in any material respect Tenant's quiet enjoyment of the Premises (subject,
however, to the exceptions, reservations and conditions of this Lease). Except to the extent
expressly set forth in this Section 32, Tenant hereby waives any right or defense it may have at
law or in equity relating to Tenant's quiet enjoyment of the premises.
33. NOTICES.
Any notice, demand, request, or other communication that any party hereto may be
required or may desire to give hereunder shall be in writing and shall be deemed properly given
(a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage
prepaid, return receipt requested), three (3) business days after mailing; (c) if by FedEx or other
nationally recognized overnight courier service, on the next business day after delivered to such
courier service for delivery on the next business day; or (d) if by facsimile or e-mail transmission,
on the day of transmission so long as a copy is sent on the same day (or prior thereto) by FedEx or
other nationally recognized overnight courier service for delivery on the next business day, to the
addresses set forth in Section 2 hereof, or at such other address as the party to be served with notice
has furnished in writing to the party seeking or desiring to serve notice as a place for the service
of notice. Attorneys for either party hereto may provide notice of behalf of such party, provided
that all other requirements of this Section 33 are satisfied.
51

34. PERSONAL LIABILITY.
Notwithstanding anything to the contrary provided in this Lease, it is specifically
understood and agreed, such agreement being a primary consideration for the execution of this
Lease by Landlord, that (i) there shall be absolutely no personal liability on the part of the direct
and indirect members, partners, shareholders, officers, directors, employees and agents of
Landlord and its successors or assigns, to Tenant with respect to any of the terms, covenants and
conditions of this Lease, (ii) Tenant waives all claims, demands and causes of action against the
direct and indirect members, partners, shareholders, officers, directors, employees and agents of
Landlord and its successors or assigns in the event of any breach by Landlord of any of the terms,
covenants and conditions of this Lease to be performed by Landlord, and (iii) Tenant shall look
solely to Landlord's interest in the Premises for the satisfaction ofeach and every remedy of"tenant
in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease
to be perforned by Landlord, or any other matter in connection with this Lease or the Premises,
such exculpation of liability to be absolute and without any exception whatsoever. No breach by
Landlord of any provision of this Lease shall give rise to a right of'I'enant to terminate this Lease,
it being understood and agreed that'fenant's sole remedy for any such breach shall be a claim for
actual damages (if any). Furthermore, Tenant hereby knowingly, voluntarily and intentionally
waives any right it may have to seek punitive, consequential, special and indirect damages from
Landlord and any of such Landlord's direct and indirect members, partners, shareholders, officers,
directors, employees and agents of Landlord and its successors or assigns with respect to any
matter arising out of or in connection with this lease or any document contemplated herein or
related hereto. The waiver by Tenant of any right it may have to seek punitive, consequential,
special and indirect damages has been negotiated by the parties hereto and is an essential aspect of
their bargain.
35. ENTIRE AGREEMENT.
This Lease represents the entire agreement and understanding between Landlord and
Tenant with respect to the subject matter herein, and there are no representations, understandings,
stipulations, agreements or promises not incorporated in writing herein.
36. AMENDMENTS.
No amendments or modifications of this Lease shall be effective unless such amendment
or modification is in writing and executed and delivered by and between Tenant and Landlord, nor
shall any custom, practice or course of dealing between the parties be construed to waive the right
to require specific performance by the other party in compliance with this Lease.
37. LEGAL INTERPRETATION.
L'ach of Landlord and Tenant hereby agree that the State of North Carolina has a substantial
relationship to the parties and to the underlying transaction embodied hereby, and in all respects
(including, without limiting the foregoing, matters of construction, validity and performance), this
Lease and the obligations arising hereunder shall be governed by, and construed in accordance
with, the laws of the State of North Carolina applicable to contracts made and performed therein
and all applicable law of the United States of America; except that, at all times, the provisions for
52

the creation of the leasehold estate created by this Lease, enforcement of Landlord's rights and
remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment,
dispossession, eviction or other in -rem proceeding or action regarding each Site pursuant to
Section 25 hereunder shall be governed by and construed according to the Laws of the State in
which such Site is located, it being understood that, to the fullest extent permitted by law of such
State where such Site is located, the law of the State of North Carolina shall govern the validity
and enforceability of this Lease, and the obligations arising hereunder. To the fullest extent
permitted by law, Tenant and Landlord hereby unconditionally and irrevocably waive any claim
to assert that the law of any other jurisdiction governs this Lease. Words of any gender shall be
construed to include any other gender, and words in the singular number shall be construed to
include the plural, unless the context otherwise requires. The headings of the sections have been
inserted for convenience only and are not to be considered in any way in the construction or
interpretation of thisI-ease. Except as otherwise herein expressly provided, the terms of this Lease
shall apply to, inure to the benefit of, and be binding upon, the parties and their respective assigns,
successors and legal representatives. Any legal suit, action or proceeding against Tenant arising
out of or relating to this Lease may be instituted in any federal court in the Northern District of
Illinois or state court sitting in Cook County, State of Illinois, and Landlord and Tenant each
waives any objection which it may now or hereafter have to the laying of venue of any such suit,
action or proceeding in such federal district or county and state, and Landlord and Tenant each
hereby expressly and irrevocably submits to the jurisdiction of any such court in any suit, action
or proceeding. In this Lease, the words "include," "includes" or "including" mean "include without
limitation," "includes without limitation" and "including without limitation," respectively, and the
words following "include," "includes" or "including" shall not be considered to set forth an
exhaustive list.
38. OPTION TO RENEW.
A. , Tenant shall have the right, at its election made in its sole discretion, to
extend the Term (the "Renewal Option") for the additional periods set forth
in Section LE (each, a "Renewal Term"), provided that each of the
following occurs:
Landlord receives irrevocable written notice of exercise of the
Renewal Option (the "Renewal Notice"), not less than nine (9) full
months but not greater than eighteen (18) full months prior to the
expiration of the then existing Term (or Renewal 'Term, as case may
be); and
2. There is no uncured Event of Default beyond any applicable notice
and cure period at the time that Tenant delivers the Renewal Notice
or at the time "Tenant delivers its Renewal Notice.
B. The Renewal Term shall be upon the same terms and conditions as in this
Lease except Base Rent for the first year of the applicable Renewal Term
shall be equal to one hundred two percent (102%) of the Base Rent for the
year immediately preceding the first year of the applicable Renewal Term.
53

The Base Rent shall increase by two percent (2%) annually during each
Renewal Term.
C. If Tenant is entitled to and properly exercises its Renewal Option, Landlord
and Tenant shall execute an amendment (the "Renewal Amendment") to
reflect changes in the Base Rent, the Term, the Expiration Date and other
appropriate terms; provided that an otherwise valid exercise ofthe Renewal
Option shall be fully effective whether or not the Renewal Amendment is
executed. During any validly exercised Renewal Term, references to the
Term in this Lease shall mean and refer to the Term as extended by the
Renewal Term.
39. AUTHORITY TO ENTER INTO LEASE.
Each of Tenant and Landlord represents and warrants (a) that the individual(s) executing
this Lease on its behalf is duly authorized to execute and deliver this Lease on behalf of the
corporation, limited liability company or partnership, as the case may be, and (b) that this Lease is
binding on the corporation, limited liability company and the partnership in accordance with its
terms.
40. PARTIES BOUND.
The preparation and submission of a draft of this Lease by either party to the other party
shall not constitute an offer, nor shall either party be bound to any terms ofthis Lease or the entirety
of this Lease, until both parties have fully executed a final document. Until such time as described
in the previous sentence, either party is free to terminate negotiations without penalty or any further
obligation to the other party.
41. COUNTERPARTS; ELECTRONIC SIGNATURES.
This Lease may be executed in one or more counterparts, all of which shall be considered
one and the same agreement, and shall become a binding agreement when one or more counterparts
have been signed by each of the parties and delivered to the other party. Signatures to this Lease,
any amendment hereol' and any notice given hereunder, delivered electronically via .pdf, .jpeg,
.TII', .TIFF or similar electronic format shall be deemed an original signature and fully effective
as such for all purposes. Each party agrees to deliver promptly an executed original of this Lease
(and any amendment hereto) with its actual signature to the other party, but a failure to do so shall
not affect the enforceability of this Lease (or any amendment hereto), it being expressly agreed
that each party to this Lease shall be bound by its own electronically transmitted signature and
shall accept the electronically transmitted signature of the other party to this Lease.
42. SEVERABILITY.
If any term or other provision of this Lease is invalid, illegal, or incapable of being enforced
by any rule of law or public policy, all of the other conditions and provisions of this Lease will
nevertheless remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Lease so as to reflect the original intent ofthe parties as closely as possible
54

in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.
43. WAIVER OF JURY TRIAL; CONSEQUENTIAL DAMAGES.
LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVETHE RIGHT EITHER MAY HAVE TOA TRIAL BY JURY WITH
RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING,
CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER
ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND "TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES,
AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR
STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT
EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN
ESSENTIAL ASPECT OF THEIR BARGAIN.
44. MEMORANDUM OF LEASE. This Lease shall not be recorded, either
independently or as an exhibit, schedule, annex, or addendum to any other document. However,
at Tenant's or Landlord's election, a Memorandum of Lease in the form annexed hereto as
Exhibit E, shall be executed, acknowledged and delivered for recording in the county in which
any Site is located by both parties with the costs of recording the Memorandum of Lease to be
borne by Tenant. Tenant shall execute, acknowledge and deliver to Landlord a release of the
Memorandum of Lease in recordable form within five (5) days following the expiration or earlier
termination of this Lease in accordance with its terms. If Tenant fails to so execute, acknowledge
and deliver the release within such five (5) day period, Landlord shall hereby be deemed to be
Tenant's attorney -in -fact for the sole purpose of executing and recording the release on behalf of
Tenant. Tenant shall pay any and all recording and other costs, fees and taxes in connection with
the execution and recordation of the Memorandum of Lease.
45. BROKERS. Tenant warrants that it has had no dealings with any broker or agent
in connection with this Lease. Tenant covenants and agrees to pay, hold harmless and indemnify
Landlord and Landlord Mortgagee for any compensation, commissions and charges claimed by
any other broker or agent with respect to this Lease, based on Tenant's actions. Landlord warrants
that it has had no dealings with any other broker or agent in connection with this Lease. Landlord
covenants and agrees to pay, hold harmless and indemnify Tenant for any compensation,
commissions and charges claimed by any other broker or agent with respect to this Lease, based
on Landlord's actions.
46. RIGHT OF FIRST REFUSAL TO PURCHASE.
Provided that no Event of Default has occurred and is continuing under this Lease, Tenant
shall during the Term have a right of first refusal ("Right of First Refusal") to purchase the
Property from Landlord pursuant to the terms of this Section 46. "The Right of First Refusal is
subject to the following terms and conditions:
55

A. If Landlord receives a bona fide written offer from a third party to purchase
the Property, and Landlord desires to accept such offer, Landlord shall give
Tenant written notice thereof, including the stated purchase price and other
material economic terms (if any), which notice may include the applicable
letter of intent, purchase and sale agreement or a similar document
reflecting the material terms of such offer from such third party
("Landlord's Notice").
B. Tenant may then deliver to Landlord written notice of its election
("Tenant's Purchase Election") to purchase the Property on the terms
described in Landlord's Notice on or before the date that is fifteen (15)
business days after delivery by Landlord to Tenant of Landlord's Notice
(the "Exercise Period").
C. Upon Landlord's receipt of Tenant's Purchase Election, the parties shall
negotiate reasonably and in good faith for a period of fifteen (15) days (the
"Negotiation Period") in order to finalize and execute a mutually
acceptable purchase and sale agreement setting forth such terms (the
"Contract"), it being agreed that, if Landlord's Notice included a purchase
and sale agreement negotiated by Landlord with the applicable third party,
then Tenant shall be required to accept such purchase and sale agreement
(with solely ministerial changes to reflect Tenant (or its designee) as
purchaser) as the Contract. In the event a Contract is not executed by the
parties prior to the expiration of the Negotiation Period, then Tenant shall
be deemed to have waived the Right of First Refusal to purchase the
Property under the terms of Landlord's Notice and Landlord shall thereafter
have the right to enter into a purchase and sale agreement with a third party
for the Property on terms and conditions of the Landlord's Notice or any
other terms and conditions, subject to Section 46.E, and consummate the
sale of the Property pursuant thereto.
D. If Tenant does not deliver a Tenant's Purchase Election prior to the
expiration of the Exercise Period, then 'tenant shall be deemed to have
waived the Right of First Refusal to purchase the Property under the terms
of Landlord's Notice, and Landlord shall thereafter have the right to enter
into a purchase and sale agreement with a third party for the Property on
terns and conditions of the Landlord's Notice or any other terms and
conditions, subject to Section 46.1., and consummate the sale of the
Property pursuant thereto.
E. In the event that Tenant declines or waives (or is deemed to have waived)
its Right of First Refusal to purchase the Property pursuant to this
Section 46, Landlord shall have the right to sell the Property and Tenant
shall not have a further Right of First Refusal unless (i) there shall be a
material decrease in the purchase price from the purchase price provided in
the initial Landlord's Notice or (ii) the other material terms of such sale
(taken as a whole) are materially more favorable to the third -party purchaser
56

as compared to those set forth in the initial Landlord's Notice. For the
purposes of this Section 46.E, a "material decrease" shall mean a decrease
of five percent (5%) or more of the purchase price for the Property in the
Landlord's Notice. Notwithstanding the foregoing, Landlord shall re-
institute the procedure set forth in this Article 46 if Landlord fails to (x)
execute and deliver a bona fide contract with a third party for the proposed
sale within ninety (90) days after Tenant declines or waives (or is deemed
to have waived) its Right of First Refusal to purchase the Property or (y)
consummate the proposed sale pursuant to such contract.
F. Tenant's Right of First Refusal pursuant to this Article 46 shall be a one-
time right,and, accordingly, if Tenant declines or waives (or is deemed to
have waived) its Right of First Refusal to purchase the Property pursuant to
this Article 46 and the sale of the Property by Landlord is subsequently
consummated pursuant to the terms under Landlord's Notice as provided
under this Article 46, then, thereafter, the terms and conditions of this
Article 46 shall automatically be of no further force or effect.
G. Notwithstanding anything herein to the contrary, Tenant's right to purchase
the Property pursuant to this Article 46 is and shall be subject and
subordinate to any Landlord Mortgage and shall not be applicable to any
foreclosure sale, transfer by deed -in -lieu of foreclosure or similar transfer
of the Property or to any subsequent transfer or sale of the Property by any
Landlord Mortgagee or its nominee, in each case, whether such transfer or
sale affects the Property'or the ownership interests in Landlord.
47. GUARANTY. Simultaneously with the execution of this Lease, Tenant shall
deliver to Landlord (i) a fully executed copy of the Unconditional Guaranty of Payment and
Performance attached hereto as Exhibit G (the "Guaranty") signed by the Guarantor named in
Section 2 hereof and (ii) a fully executed copy of the Guaranty signed by ARKO Corp. (the
"ARKO Guaranty").
48. LOCAL LAW PROVISION. If Tenant contemplates or undertakes any
improvements to the real property for any of the Sites located in the State of North Carolina, the
cost of which undertakings are $30,000 or more, either at the time that the original building permit
is issued or, in cases in which no building permit is required, at the time the contract for the
improvements is entered into with the "tenant, Tenant as owner shall designate a lien agent no later
than the time the owner first contracts with any person to improve the real property pursuant to the
provisions of N.C. Gen. Stint. §§44A-1 1.1 et seq.
49. LEASE CONTINGENCY. Reference is hereby made to that certain Designation
Agreement, dated September 17, 2021, between Tenant and Landlord (as may be amended and/or
modified from time to time, the "Designation Agreement"). This Lease shall terminate and be
null and void ab initio if the "Closing" as defined in the Designation Agreement has not occurred
on or before the "Outside Closing Date" as defined in the APA (the "Lease Contingency
Failure"). At either party's request, the parties shall execute an acknowledgement confirming the
Effective Date in the event the Lease Contingency Failure has not occurred, or, in the event the
57

Lease Contingency Failure has occurred, confirming the Lease Contingency Failure has occurred
and thus the Lease has terminated.
Signatures on following page)
bW

IT WITNESS WHEREOF, the undersigned have executed this Lease Agreement
effective as of the date first written above.
LANDLORD:
SANDBAR PORTFOLIO OWNER LLC,
a Delaware limited liability company
By::_;
Name: James Hennessey
Title: Authorized Representative
[Signatures Continue on Next Page]

TENANT:
GPM SOUTHEAST, LLC,
a Delaware I�mited liability company
By: /rjl
Name: Arie Kotler
Title: CEO
and
4,Qc0vea
eg Py:
Name: Eyal Nuchamovitz
Title: EVP
M11

EXHIBIT A
TO
LEASE AGREEMENT!
GPM Investments, LLC
_
_ Project Sandbar- Handy Mart sites
GPM Seller �Lease Annual Monthly
Storeq Store# 7Address City (State Zip years Rent I Rent
4700
102
11094 N Breazeale Ave.
Mount Olive
NC
28365
1
$ 404,760.00
_
$ 33,730.00
4701
103
358 NE Center St.
Faison
NC
28341
1
$ 187,620.00
$ 15,635.00
4702
114
408 Main St.
Scotland Neck
NC
27874
1
$ 104,820.00
$ 8,735.00
4705
134
3806 Arendell St.
Morehead City
NC
28557
1
$ 154,620.00
$ 12,885.00
4706
136
509 Hwy 58
Maysville
NC
28555
1
$ 159,180.00
_
$ 13,265.00
4708
147
1605 Herring Ave.
Wilson
NC
27893
1
$ 89,100.00
_
$ 7,425.00
4709
148
1180 Henderson Dr.
Jacksonville
NC
28540
1
$ 159,540.00
_
$ 13,295.00
4710
150
2830 U.S. 70 W
Goldsboro
NC
27530
1
$ 122,820.00
S 10,235.00
4711
151
1000 S Memorial Dr.
Greenville
NC
27834
1
$ 164,520.00
_
$ 13,710.00
4713
154
3801 Charles Blvd
Greenville
NC
27858
1
$ 82,620.00
_
$ 6,885.00
4714
155
1800 S Glenburnie Rd.
New Bern
NC
28562
1
$ 165,900.00
$ 13,825.00
4715
156
3495 Western Blvd.
Jacksonville
NC
28546
1
$ 243,540.00
$ 20,295.00
4716
157
701 W Corbett Ave.
Swansboro
NC
28584
1
$ 61,740.00
_
$ 5,145.00
4718
161
4328 Winterville Pkwy
(aka 4328 NC 11 South)
Winterville
NC
28590
1
$ 222,720.00
_
$ 18,560.00
4721
164
1029 Kingold Blvd.
Snow Hill
NC
28580
1
$ 154,680.00
_
S 12,890.00
4722
165
2325 Hwy 258 N
Kinston
NC
28501
1
$ 227,400.00
$ 18,950.00
4723
166
125 NC Hwy 102 W
Ayden
NC
28513
1
$ 266,520.00
_
$ 22,210.00
4724
167
707 N Main St.
Robersonville
NC
27871
1
$ 330,720.00
_
$ 27,560.00
4725
168
800 Hwy 55 E
New Bern
NC
r 28560
1
1 $ 372,480.00
_
$ 31,040.00
4726
169
13841 NC Hwy 55
Alliance
NC
r 28509
1
$ 160,620.00
$ 13,385.00
4727
170
1050 Edwards Rd.
Princeton
NC
r 27569
1
$ 255,720.00
$ 21,310.00
4728
171
7065 U.S. 70
Newport
NC
28570
1
$ 227,700.00
_
$ 18,975.00
4729
172
5506 Richlands Hwy
Jacksonville
NC
29540
1
$ 255,960.00
$ 21,330.00
4730
173
803 W B McLean Dr.
Cape Carteret
NC
28584
1
$ 285,780.00
_
$ 23,815.00
4731
174
1476 Burgaw Hwy
Jacksonville
NC
28540
1
$ 260,280.00
$ 21,690.00
4732
175
4754 Arendell St.
Morehead City
NC
28557
1
$ 228,360.00
_
$ 19,030.00
4733
176
3800 W Nash SC
Wilson
NC
27896
1
$ 217,860.00
_
$ 18,155.00
4734
177
5673 Gum Branch Road
Jacksonville
NC
28540
1
$ 252,060.00
_
$ 21,005.00
4735
178
2700 NC Hwy 210
Hampstead/Surf City
NC
28443
1
$ 177,240.00
_
-_
_ �..
_ _ _ _
$ 5,996,880.00 $ 499,740.00
I Note to Draft: Year I annual rents to be as follows, in each case subject to 2% annual increases.

EXHIBIT B-2
TO
LEASE AGREEMENT
BASE RENT ALLOCATION
Property Address
City
State
Base Rent
1094 N Breazeale Ave.
Mount Olive
NC
$ 404,760.00
358 NE Center St.
Faison
NC
$ 187,620.00
408 Main St.
Scotland Neck
NC
$ 104,820.00
3806 Arendell St.
Morehead City
NC
$ 154,620.00
509 Hwy 58
Maysville
NC
$ 159,180.00
1605 Herring Ave.
Wilson
NC
$ 89,100.00
1180 Henderson Dr.
Jacksonville
NC
$ 159,540.00
2830 U.S. 70 W
Goldsboro
NC
$ 122,820.00
1000 S Memorial Dr.
Greenville
NC
$ 164,520.00
3801 Charles Blvd
Greenville
NC
$ 82,620.00
1800 S Glenbumic Rd.
New Bern
NC
$ 165,900.00
3495 Western Blvd.
Jacksonville
NC
$ 243,540.00
701 W Corbett Ave.
Swansboro
NC
$ 61,740.00
4328 Winterville Pkwy (aka 4328 NC 1 I
South)
Winterville
NC
$ 222,720.00
1029 Kin old Blvd.
Snow Hill
NC
$ 154,680.00
2325 Hwy 258 N
Kinston
NC
$ 227,400.00
125 NC Hwy 102 W
A den
NC
$ 266,520.00
707 N Main St.
Robersonville
NC
$ 330,720.00
800 Flwy 55 E
New Bern
NC
$ 372,480.00
13841 NC Hwy 55
Alliance
NC
$ 160,620.00
1050 Edwards Rd.
Princeton
NC
$ 255,720.00
7065 U.S. 70
Newport
NC
$ 227,700.00
5506 Richlands Flwy
Jacksonville
NC
$ 255,960.00
803 W B McLean Dr.
Cape Carteret
NC
$ 285,780.00
1476 Bur aw Hwy
Jacksonville
NC
$ 260,280.00
4754 Arendell St.
Morehead City
NC
$ 228,360.00
3800 W Nash St.
Morehead City
NC
$ 217,860.00
5673 Gum Branch Road
Jacksonville
NC
$ 252,060.00
2700 NC Hwy 210
Hampstead
NC
$ 177,240.00
$ 5,996,880.00

`\
So
EXHIBIT C
TO
LEASE AGREEMENT
GENERAL REQUIREMENTS AND CONDITIONS
All provisions of this Exhibit are expressly subject to the provisions in the Lease above governing
any work performed by Tenant (or an Affiliate of'Tenant, as the case may be) on its own behalf,
including Alterations or any casualty or condemnation restoration ("Tenant's Work"). In the
event of any conflict between the Lease and this Exhibit, the Lease shall control.
Tenant's Work will be performed by Tenant in substantial accordance with final Plans approved
by Landlord (where such approval is provided for in the Lease). Tenant's contractor(s) shall
secure and pay for all necessary permits, inspections, certificates, legal approvals, certificates of
occupancy and/or fees required by public authorities and/or utility companies with respect to
Tenant's Work.
A. General Requirements
All Tenant's Work shall be completed in a good and workmanlike manner and in
accordance with the Plans as approved by Landlord, the terms of the General
Construction Contract and the budget applicable to such Tenant's Work.
"Tenant and Tenant's contractors shall provide all insurance required by Landlord
as set forth in this Lease, or as is otherwise maintained in the ordinary course by
prudent and reputable contractors and/or property owners, prior to the start of any
construction work within the Premises. Landlord and Landlord Mortgagee shall
each be named as an additional insured in all such insurance.
Tenant shall, at all times, keep or cause to be kept the Premises and the surrounding
area free from accumulations of waste materials and/or rubbish caused by it or its
contractors' employees or workers. Tenant and/or its contractors shall provide
dumpsters and maintenance of said dumpsters during the construction period in a
secure, neat and orderly condition and shall remove and empty the same on a
regular basis to avoid unsightly, obstructive or hazardous accumulations or
conditions.
Construction Procedures
When submitting construction plans and specifications (preliminary, completed or
final), Tenant or Tenant's appointed representative shall issue Tenant's plans,
specifications and supporting documents electronically via emails to Landlord's
construction coordinator.
Once the applicable Plans are approved by Landlord, except for (A) changes
required by governmental authorities having jurisdiction over the Premises or (B)
interior changes requested by "Tenant, and in each case which would not lessen the
value of the Premises, Tenant shall not amend, modily or supplement the applicable

General Construction Contract in any respect, except pursuant to change orders
reasonably approved by Landlord, and shall not attempt to terminate, whether by
legal proceedings or otherwise, the applicable General Construction Contract
without the prior written consent of Landlord, which shall not be unreasonably
withheld, conditioned or delayed.
3. Not later than ninety (90) days after the Final Completion of the applicable Tenant's
Work, Tenant shall deliver or cause to be delivered to Landlord (with a copy to
Landlord's consultant) each ofthe following (1) a certificate addressed to Landlord,
signed by a duly authorized officer of Tenant and the applicable Architect or
General Contractor (but only if such General Contractor is a design -builder for the
applicable Tenant's Work), stating that the Tenant's Work (and any equipment
therein) including all "punch list" items have been completed and installed in
accordance with the applicable Plans therefor; (2) a complete release of liens for
the Premises signed by the General Contractor and all subcontractors of the
Tenant's Work and Tenant shall, if release is not obtainable, in lieu of such release
cause such lien to be removed of record by bond or otherwise so that such lienor
has no recourse for recovery from or collection out of the Premises; (3) evidence of
receipt of a certificate of occupancy, if available, or comparable instruments, by all
governmental authorities whose approval is required of the applicable completed
Tenant's Work for the occupancy thereof and the intended uses thereof, (4) if
applicable, a volume containing all warranties and indemnities from the applicable
contractor or manufacturer for the applicable Tenant's Work or equipment therein
(excepting therefrom any of Tenant's Personal Property), each of which shall be
enforceable by Landlord and all in customary form for thejurisdiction in which the
Premises is situated; (5) final as -built Plans and, in the event that the Tenant's Work
has modified the footprint of the Building, an as -built ALTA-ACSM Land Title
Survey for the Premises indicating the applicable 'Tenant's Work thereon, together
with a surveyor's certification in a customary form as reasonably satisfactory to
Landlord; and (6) a title commitment dated no earlier than the date that is thirty
(30) days after Final Completion and which title commitment shall not disclose any
mechanics' liens affecting the Property, except that with respect to any bona fide
dispute with the applicable General Contractor or any such subcontractor that has
resulted in a lien, Tenant shall, if a release is not obtainable, in lieu of such release
cause such lien to be removed of record by bond or otherwise so that such lienor
has no recourse for recovery from or collection out of the Premises.
4. Tenant hereby agrees to indemnify, save harmless, pay, protect and defend
Landlord from and against any and all liabilities, losses, damages, penalties, costs,
expenses (including Landlord's reasonable counsel fees and costs of suit), causes
of action, suits, claims, demands orjudgments of any nature whatsoever under this
Lease or Landlord's ownership of the Premises arising from or in connection with
(a) any General Construction Contract, if any, and any and all construction
contracts or architect's agreement or resulting from the failure of Tenant to
discharge Tenant's obligations thereunder or resulting from the failure of'Tenant to
perform its obligations under this Lease with respect to any instance of Tenant's
Work, and (b) construction and completion of Tenant's Work, whether by reason

of any act or omission of Tenant, the General Contractor, Architect or by any other
contractor, subcontractor or by anyone directly or indirectly employed by any of
them, or by anyone for whose acts any of them may be liable.
5. Tenant's Work shall comply in all respects with applicable Law.

EXHIBIT D
TO
LEASE AGREEMENT
FORM ESTOPPEL CERTIFICATE
ESTOPPEL CERTIFICATE
This ESTOPPEL CERTIFICATE (this "Estoppel") is made as of by [
], a [ ] ("I Tenant/Landlord]'), based upon the following facts and understandings
of [Tenant/Land lord]:
RECITALS
A. "tenant is the tenant under that certain Master Lease Agreement (the "Lease"), dated as of
, 2021, between Tenant and [Sandbar Portfolio Owner LLC, a Delaware
limited liability company, as landlord ("Landlord") of certain real property commonly
known as and as more particularly described in the Lease (the
"Property")
B. [GPM Investments LLC, a Delaware limited liability company ("Guarantor") is the
guarantor under that certain Unconditional Guaranty of Payment and Performance, dated
as of , 2021, by Guarantor in favor of Landlord (the "Guaranty," and
together with the Lease, collectively, the "Agreements").]
C. Landlord has requested that Tenant provide this Estoppel pursuant to Section 27 of the
Lease and Section XX of the Guaranty.
D. [IF APPLICABLE] Landlord has agreed to convey the Property to a
("Purchaser"). As a condition to Purchaser purchasing the Property,
Purchaser has required that Tenant furnish certain assurances to, and make certain
agreements with, Purchaser, as set forth below.
E. [IF APPLICABLE] [Landlord] [Purchaser], as borrower or as co -borrower with one or
more other co-borrower(s), has applied to , a
(together with its successors and assigns, "Lender") for a loan ("Loan"), which will be
secured by, among other things, a mortgage, encumbering the Property. As a condition to
making the Loan, Lender has required that "tenant furnish certain assurances to, and make
certain agreements with, Lender, as set forth below.
F. Capitalized terms used but not otherwise defined herein shall have the definitions given
such terms pursuant to the terms of the Lease.
THEREFORE, [as a material inducement to Lender to make the Loan and Purchaser to purchase
the Property], Tenant warrants and represents to, and agrees with, Landlord [Lender] and
[Purchaser] as follows:
ESTOPPEL.

['Tenant and Guarantor] [Landlord] each warrants and represents to [Landlord] [Tenant] [Lender]
and [Purchaser], as of the date hereof, that:
1.1 Agreements Effective. Attached hereto as Exhibit A-1 is a true, complete and
accurate copy of the Lease. Attached hereto as Exhibit A-2 is a true, complete and
accurate copy of the Guaranty. The Agreements have been duly executed and
delivered by Tenant and are in full force and effect, the obligations of Tenant
thereunder are valid and binding, and there have been no modifications or additions
to the Agreements, written or oral, other than those, if any, which are attached on
Exhibit A -I and Exhibit A-2 attached hereto and made a part hereof. There are no
other promises, agreements, understandings or commitments between Landlord and
'tenant relating to the Property, and Tenant has not given Landlord any notice of
termination under the Lease.
1.2 Possession. Except as set forth in Exhibit 13 attached hereto and made a part hereof,
Tenant is in full and complete possession of the Property and has accepted the
Property, including any tenant improvements or other work of Landlord performed
thereon pursuant to the terms and provisions of the Lease, and the Property is in
compliance with the Lease. There are no contributions, credits, free rent, rent
abatements, deductions, concessions, rebates, unpaid or unreimbursed construction
allowances, offsets or other sums due to Tenant from Landlord under the Lease,
except t
1.3 Minimum Rent. The current monthly Base Rent under the Lease is $
subject to any escalation and/or additional Rent charges provided in the Lease, and
such Base Rent is current as of the date hereof.
1.4 Rental Payment Commencement Date. The Base Rent stated in Section 1.3 above
began on 12021.
1.5 Commencement Date. The Term of the Lease commenced on
2021.
W.
Expiration Date. The current Term of the Lease will expire on
(unless sooner terminated or extended in accordance with the Lease).
1.7 Options to Renew or Extend. Tenant has no option to renew or extend the Term of
the Lease, except as follows: (if none, write "None").
1.8 No Default. There exists no breach, default, or event or condition which, with the
giving of notice or the passage of time or both, would constitute a breach or default
under the Agreements by Tenant/Landlord or, to Tenant's/Landlord's knowledge,
Landlord/Tenant, except as follows: (if none, write "None").
['Tenant has no existing claims, defenses or offsets against Rent due or to become
' Note to Draft: Only to be included in estoppels provided by Tenant.

due under the Lease, except as follows: (if none, write
"None" )T
1.9 Entire Agreement. The Agreements constitute the entire agreement between
Landlord and Tenant with respect to the Property, and Tenant claims no rights of
any kind whatsoever with respect to the Property, other than as set forth in the
Lease, except as follows: (if none, write "None").
1.10 No Deposits or Prepaid Rent. No deposits, including security deposits, or
prepayments of Rent have been made in connection with the Lease, except:
(if none, write "None"). None of the Rent has been paid
more than one (1) month in advance.
1.11 No Purchase Option or Preferential Right to Purchase. Tenant does not have any
option or preferential right to purchase all or any part of the Property, except for its
right of first refusal provided in Section 46 of the Lease, and except further as
follows:
1.12 Authority. The undersigned representatives of Tenant are each duly authorized and
fully qualified to execute this instrument on behalf of Tenant thereby binding
Tenant.
1.13 Financial Condition: Bankruptcy. There are no voluntary or, to Tenant's.
knowledge, involuntary actions pending against Tenant under the bankruptcy laws
of the United States or any state thereof.
2. HEIRS, SUCCESSORS AND ASSIGNS. The covenants herein shall be binding upon,
and inure to the benefit of, the heirs, successors and assigns of the parties hereto. Whenever
necessary or appropriate to give logical meaning to a provision of this Estoppel, the term
"Landlord" shall be deemed to mean the then current owner of the Property and the landlord's
interest in the Lease.
[Signature Page to Follow[
2 Note to Draft: Only to be included in estoppels provided by Tenant.

IN WITNESS WHEREOF, [Tenant] [Landlord] has executed this instrument as of the date first
listed above.
[TENANT:
[GPM SOUTHEAST, LLC],
a [Delaware limited liability company]
I Bv:
Name: Arie Kotler
Title: CEO
and
By:
Name: Eyal Nuchamovitz
Title: EVP]
[GUARANTOR:
[GPM INVESTMENTS, LLC],
a [Delaware limited liability company]
By:
Name: Aric Kotler
Title: CEO
and
By:
Name: Eyal Nuchamovitz
Title: EVP]
[LANDLORD:
[SANDBAR PORTFOLIO OWNER LLC],
a [Delaware limited liability company]
Bv:
Name: James Hennessey
Title: Authorized Signatory]

EXHIBIT E
TO
LEASE AGREEMENT
FORM OF MEMORANDUM OF LEASE
RECORD AND RETURN TO:
��l
DEC 10
?021 .
MEMORANDUM OF LEASE AGREEMENT
THIS MEMORANDUM OF LEASE AGREEMENT (this "Memorandum") is made as of this
_ day of , 2021, by and between SANDBAR PORTFOLIO OWNER LLC, a
Delaware limited liability company ("Landlord"), and GPM SOUTHEAST, LLC, a Delaware
limited liability company ("Tenant').
I. Memorandum of Lease of Premises. This Memorandum is recorded in connection
with, and as evidence of, that certain Master Lease Agreement (the "Lease") dated as of
, 2021, as may be amended from time to time, by and between Landlord
and Tenant for that certain real property and the improvements thereon described on Exhibit A
attached hereto and made a part hereof (the "Premises"). The Lease is incorporated by reference
into this Memorandum. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Lease.
2. Lease Term and Certain Other Provisions. The initial Term of the Lease
commenced on , 20_ and expires on , 20 . Tenant
has [ ] options to extend the initial Term of the Lease pursuant to the applicable
provisions thereof for an additional term of [.1 years each. Tenant has a right of first refusal to
purchase Premises on such terms and provisions as are contained in Section 46 of the Lease.
3. Subordination. The Lease shall be subordinate at all times to any Landlord
Mortgage and the rights of any Landlord Mortgagee; provided, however, in the event of a
foreclosure under any such Landlord Mortgage, or conveyance or assignment in lieu of foreclosure
or by deed in lieu of foreclosure, such Landlord Mortgagee and its successors and assigns shall not
disturb the occupancy or other rights of Tenant under the terms of the Lease so long as no Event
of Derault exists thereunder.
4. Purpose of Memorandum; Conflictine, Provisions. The purpose of this
Memorandum is to make the Lease a matter of public record. If a provision of this Memorandum
conflicts with a provision in the Lease, the provision in the Lease will control.
5. Counterparts. This Memorandum may be executed in multiple counterparts, each
of which shall be deemed an original instrument, and all of which, taken together, shall constitute

one and the same instrument. The signature of a party hereto to any counterpart hereof shall be
deemed a signature to, and may be appended to, any other counterpart hereof
[Signature Pages Follow[

IN WITNESS WHEREOF, Landlord and "Tenant have duly executed this Memorandum of
Lease Agreement as of the day and year first above written.
LANDLORD:
SANDBAR PORTFOLIO OWNER LLC, a
Delaware limited liability company
Bv:
Name: James Hennessey
Title: Authorized Signatory
S'TA'rE OF _
COUNTY 01'
I, the undersigned authority, a Notary Public in and for said County in said State, hereby
certify that James Hennessey, whose name as Authorized Signatory of Sandbar Portfolio Owner
LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known
to me, acknowledged before me on this day that, being informed of the contents of said instrument,
he, as such authorized individual and with full authority, executed the same voluntarily for and as the
act of said company, acting in its capacity as Authorized Signatory of said limited liability company
as aforesaid.
Given under my hand and official seal, this day of , 20_
Notary Public
AFFIX SEAL
My commission expires:

TENANT:
GPM SOUTHEAST, LLC,
a Delaware limited liability company
By:
Name: Aric Kotler
Title: CEO
and
Name: Eyal Nuchamovitz
Title: EVP
STATE OF )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of 2021
by Arie Kotler the CEO of GPM SOUTHEAST, LLC, a Delaware limited liability company, on
behalf of such company. This is an acknowledgement, and no oath or affirmation was
administered to the signer of this instrument.
Notary Public
AFFIX SEAL
My commission expires:
STATE OF )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of 2021
by Eyal Nuchamovitz the EVP of GPM SOUTHEAST, LLC, a Delaware limited liability
company, on behalf of such company. This is an acknowledgement, and no oath or affirmation
was administered to the signer of this instrument.
Notary Public
AFFIX SEAL
My commission expires:

EXHIBIT G
TO
LEASE AGREEMENT'
FORM OF GUARANTY
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
(this "Guaranty") is made as of [@1, 2021 by GPM Investments, LLC, a Delaware limited liability
company ("Guarantor"), to Sandbar Portfolio Owner LLC, a Delaware limited liability company
("Landlord").
RECITALS
A. Landlord has been requested by GPM Southeast, LLC, a Delaware limited liability
company ("Tenant"), to enter into that certain Master Lease Agreement, dated as ofthe date hereof
(the "Lease"), for the Premises (as defined in the Lease).
B. Tenant is a subsidiary of Guarantor and Guarantor will derive substantial economic
benefit from the execution and delivery of the Lease.
C. Guarantor acknowledges that Landlord would not enter into the Lease unless this
Guaranty accompanied the execution and delivery of the Lease.
D. Guarantor hereby acknowledges receipt of a copy of the Lease.
NOW, THEREFORE, in consideration of the execution and delivery of the Lease and of
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor covenants and agrees as follows:
I . DEFINITIONS. Defined terms used in this Guaranty and not otherwise defined
herein have the meanings assigned to them in the Lease.
2. COVENANTS OF GUARANTOR
A. Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary
obligor and not merely as a surety: (i) the full and prompt payment of all Base Rent,
Additional Rent and all other sums and charges of every type and nature payable
by Tenant under the Lease, whether due by acceleration or otherwise, including
costs and expenses of collection (collectively, the "Monetary Obligations"), and
(ii) the full, timely and complete performance of all covenants, terms, conditions,
obligations, indemnities and agreements to be performed by Tenant under the
Lease, including any indemnities or other obligations of "tenant that survive the
expiration or earlier termination of the Lease (all of the obligations described in
7 Note to Dran: To be removed if GPM Investments, LLC is the Tenant

clauses (i) and (ii) are collectively referred to herein as the "Obligations"). If
Tenant defaults under the Lease, Guarantor will promptly pay and perform all of
the Obligations and pay to Landlord, when and as due, all Monetary Obligations
payable by Tenant under the Lease, together with all damages, costs and expenses
to which Landlord is entitled pursuant to any or all of the Lease and this Guaranty.
B. Guarantor agrees with Landlord that (i) any action, suit or proceeding of any kind
or nature whatsoever (an "Action") commenced by Landlord against Guarantor to
collect Base Rent, Additional Rent and any other sums and charges due under the
Lease for any month or months shall not prejudice in any way Landlord's rights to
collect any such amounts due for any subsequent month or months throughout the
Lease "term in any subsequent Action, (ii) Landlord may, at its option, without prior
notice or demand, join Guarantor in any Action against Tenant in connection with
or based upon either or both of the Lease and any of the Obligations, (iii) Landlord
may seek and obtain recovery against Guarantor in an Action (to the extent related
to or based upon either or both of the Lease and any of the Obligations) against
Tenant or in any independent Action (to the extent related to or based upon either
or both of the Lease and any of the Obligations) against Guarantor without Landlord
first asserting, prosecuting, or exhausting any remedy or claim against Tenant or
against any security of Tenant held by Landlord under the Lease, (iv) Landlord may
(but shall not be required to) exercise its rights against each of Guarantor and
Tenant concurrently, and (v) Guarantor will be conclusively bound by a judgment
entered in any Action (to the extent related to or based upon either or both of the
Lease and any of the Obligations) in favor of Landlord against Tenant, as if
Guarantor were a party to such Action, irrespective of whether or not Guarantor is
entered as a party or participates in such Action.
C. Guarantor agrees that, in the event of the rejection or disaffirmance of the Lease by
Tenant or Tenant's trustee in bankruptcy, pursuant to bankruptcy law or any other
law affecting creditors' rights, Guarantor will, if Landlord so requests, assume all
obligations and liabilities of Tenant under the Lease, to the same extent as if
Guarantor was a party to such document and there had been no such rejection or
disaffirmance, and Guarantor will confirm such assumption, in writing, at the
request of Landlord upon or after such rejection or disaffirmance. Guarantor, upon
such assumption, shall have all rights of Tenant under the Lease to the fullest extent
permitted by law.
3. GUARANTOR'S OBLIGATIONS UNCONDITIONAL
A. This Guaranty is an absolute and unconditional guaranty of payment and of
performance, and not of collection, and shall be enforceable against Guarantor
without the necessity of the commencement by Landlord of any Action against
Tenant, and without the necessity ofany notice ol'nonpayment, nonperformance or
nonobservance, or any notice of acceptance of this Guaranty, or of any other notice
or demand to which Guarantor might otherwise be entitled, all of which Guarantor
hereby expressly waives in advance. The obligations of Guarantor hereunder are
independent of the obligations of Tenant.

B. This Guaranty shall apply notwithstanding any extension or renewal of the Lease,
or any holdover following the expiration or termination of the Lease Term or any
renewal or extension of the Lease Term.
C. This Guaranty is a continuing guarantee and will remain in full force and effect
notwithstanding, and the liability of Guarantor hereunder shall be absolute and
unconditional irrespective of any or all of the following: (i) any renewals,
extensions, modifications, alterations or amendments of the Lease (regardless of
whether Guarantor consented to or had notice of same); (ii) any releases or
discharges of Tenant other than the full release and complete discharge of all of the
Obligations; (iii) Landlord's failure or delay to assert any claim or demand or to
enforce any of its rights against Tenant; (iv) any extension of time that may be
granted by Landlord to Tenant; (v) any assignment or transfer of all or any part of
Tenant's interest under the Lease (whether by Tenant, by operation of law, or
otherwise); (vi) any subletting, concession, franchising, licensing or permitting of
the Premises or any portion thereof, (vii) any changed or different use of the
Premises (or any portion thereof); (viii) any other dealings or matters occurring
between Landlord and Tenant; (ix) the taking by Landlord of any additional
guarantees, or the receipt by Landlord of any collateral, from Tenant or any other
persons or entities; (x)the release by Landlord of any other guarantor;
(xi) Landlord's release of any security provided under the Lease; (xii) Landlord's
failure to perfect any Landlord's lien or other lien or security interest available
under any applicable statutes, ordinances, rules, regulations, codes, orders,
requirements, directives, binding written interpretations and binding written
policies, rulings, and decrees of all local, municipal, state and federal governments,
departments, agencies, commissions, boards or political subdivisions ("Laws");
(xiii) any assumption by any person of any or all of Tenant's obligations under the
Lease, or "Tenant's assignment of any or all of its rights and interests under the
Lease, (xiv) the power or authority or lack thereof of Tenant to execute,
acknowledge or deliver the Lease; (xv) the existence, non-existence or lapse at any
time of "Tenant as a legal entity or the existence, non-existence or termination of
any corporate, ownership, business or other relationship between Tenant and
Guarantor; (xvi) any sale or assignment by Landlord of either or both of this
Guaranty and the Lease (including, but not limited to, any direct or collateral
assignment by Landlord to any mortgagee); (xvii) the solvency or lack of solvency
of Tenant at any time or from time to time; or (xviii) any other cause, whether
similar or dissimilar to any of the foregoing, that might constitute a legal or
equitable discharge of Guarantor (whether or not Guarantor shall have knowledge
or notice thereof). Without in any way limiting the generality of the foregoing,
Guarantor specifically agrees that (A) if Tenant's obligations under the Lease are
modified or amended with the express written consent of Landlord, this Guaranty
shall extend to such obligations as so amended or modified without notice to,
consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be
applicable to any obligations of'renant arising in connection with a termination of
the Lease, whether voluntary or otherwise. Guarantor hereby consents,
prospectively, to Landlord's taking or entering into any or all of the foregoing
actions or omissions.

D. Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, affected,
diminished or impaired by reason of the assertion or the failure to assert by
Landlord against Tenant, of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the Lease or by relief of Tenant from any of Tenant's
obligations under the Lease or otherwise by (i) the release or discharge of Tenant
in any state or federal creditors' proceedings, receivership, bankruptcy or other
proceeding; (ii) the impairment, limitation or modification of the liability of Tenant
or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of
Tenant's liability under the Lease, resulting from the operation of any present or
future provision of the United States Bankruptcy Code (II U.S.C. § 101 et seq., as
amended), or from other statute, or from the order of any court; or (iii) the rejection,
disaffirmance or other termination of the Lease in any such proceeding. This
Guaranty shall continue to be effective if at any time the payment of any amount
due under the Lease or this Guaranty is rescinded or must otherwise be returned by
Landlord for any reason, including, without limitation, the insolvency, bankruptcy,
liquidation or reorganization of Tenant, Guarantor or otherwise, all as though such
payment had not been made, and, in such event, Guarantor shall pay to Landlord
an amount equal to any such payment that has been rescinded or returned.
4. WAIVERS OF GUARANTOR.
A. Without limitation of the foregoing, Guarantor waives (i) notice of acceptance of
this Guaranty, protest, demand and dishonor, presentment, and demands of any kind
now or hereafter provided for by any statute or rule of law or equity, (ii) notice of
any actions taken by Landlord or Tenant under the Lease or any other agreement or
instrument relating thereto, (iii) notice of any and all defaults by Tenant in the
payment of Base Rent, Additional Rent or any other charges or amounts, or of any
other defaults by Tenant under the Lease, (iv) all other notices, demands and
protests, and all other formalities of every kind in connection with the enforcement
of the Obligations, omission of or delay in which, but for the provisions of this
Section 41 might constitute grounds for relieving Guarantor of its obligations
hereunder, (v) any requirement that Landlord protect, secure, perfect, insure or
proceed against any security interest or lien, or any property subject thereto, or
exhaust any right or take any action against Tenant or any other person or entity
(including any additional guarantor or Guarantor) or against any collateral, and
(vi) the benefit of any statute of limitations affecting Guarantor's liability under
this Guaranty.
B. GUARANTOR HEREBY WAIVES "TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PERSON OR
ENTITY WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT
OF OR IN ANY WAY CONNECTED WITH: (A) THIS GUARANTY; (B) THE
LEASE; (C) ANY LIABILITY OR OBLIGATION OF TENANT IN ANY
MANNER RELATED TO THE PREMISES OR ANY PORTION THEREOF; (D)
ANY CLAIM OF INJURY OR DAMAGE IN ANY WAY RELATED TO THE
LEASE AND/OR THE PREMISES (OR ANY PORTION THEREOF); (E) ANY

ACT OR OMISSION OF TENANT, ITS AGENTS, EMPLOYEES,
CONTRACTORS, SUPPLIERS, SERVANTS, CUSTOMERS,
CONCESSIONAIRES, FRANCHISEES, PERMITTEES OR LICENSEES; OR
(F) ANY ASPECT OF THE USE OR OCCUPANCY OF, OR THE CONDUCT
OF BUSINESS IN, ON OR FROM THE PREMISES (OR ANY PORTION
THEREOF). GUARANTOR SHALL NOT IMPOSE'- ANY COUNTERCLAIM
OR COUNTERCLAIMS OR CLAIMS FOR SET-OFF, RECOUPMENT OR
DEDUCTION OF RENT IN ANY ACTION BROUGHT 13Y LANDLORD
AGAINST GUARANTOR UNDER THIS GUARANTY, EXCEPT TO THE
EXTENT ANY SUCH COUNTERCLAIM OR COUNTERCLAIMS OR
CLAIMS FOR SET-OFF, RECOUPMENT OR DEDUCTION OF RENT IN ANY
ACTION ARE MANDATORY PURSUANT TO APPLICABLE LAWS.
GUARANTOR HEREBY WAIVES, BO.1.1-1 WITH RESPECT TO THE LEASE
AND WITH RESPECT TO THIS GUARANTY, ANY AND ALL RIGHTS
WHICH ARE WAIVED BY TENANT UNDER THE LEASE, IN THE SAME
MANNER AS IF ALL SUCH WAIVERS WERE FULLY RESTATED HEREIN.
']'HE LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS PRIMARY
AND UNCONDITIONAL.
C. Guarantor expressly waives any and all rights to defenses arising by reason of
(i) any "one -action" or "anti -deficiency" law or any other law that may prevent
Landlord from bringing any action, including a claim for deficiency, against
Guarantor before or after Landlord's commencement or completion of any action
against Tenant; (ii) ANY ELECTION OF REMEDIES 13Y LANDLORD
(INCLUDING, WITHOUT LIMITATION, ANY TERMINATION OF THE
LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS
GUARANTOR'S SUBROGATION RIGI fl'S OR GUARANTOR'S RIGHTS TO
PROCEED AGAINST TENANT FOR REIMBURSEMENT; (iii) any disability,
insolvency, bankruptcy, lack of authority or power, death, insanity, minority,
dissolution, or other defense of Tenant, of any other guarantor (or any other
Guarantor), or of any other person or entity, or by reason of the cessation of
'tenant's liability from any cause whatsoever; (iv) any right to claim discharge of
any oral[ ofthe Obligations on the basis of unjustified impairment of any collateral
for the Obligations; (v) any change in the relationship between Guarantor and
Tenant or any termination of such relationship; (vi) any irregularity, defect or
unauthorized action by any or all of Tenant, any other guarantor (or Guarantor) or
surety, or any of their respective officers, directors or other agents in executing and
delivering any instrument or agreements relating to the Obligations or in carrying
out or attempting to carry out the terms of any such agreements; (vii) any
assignment, endorsement or transfer, in whole or in part, of the Obligations,
whether made with or without notice to or consent of Guarantor; (viii) the recovery
from Tenant or any other Person (including without limitation any other guarantor)
becoming barred by any statute of limitations or being otherwise prevented; (ix) the
benefits of any and all applicable statutes, laws, rules or regulations which may
require the prior or concurrent joinder of any other party to any action on this
Guaranty; (x) any release or other reduction of the Obligations arising as a result of
the expansion, release, substitution, deletion, addition, or replacement (whether or

not in accordance with the terms of the Lease) of the Premises or any portion
thereof; or (xi) any neglect, delay, omission, failure or refusal of Landlord to take
or prosecute any action for the collection or enforcement of any of the Obligations
or to foreclose or take or prosecute any action in connection with any lien or right
of security (including perfection thereof) existing or to exist in connection with, or
as security for, any of the Obligations, it being the intention hereof that Guarantor
shall remain liable as a principal on the Obligations notwithstanding any act,
omission or event that might, but for the provisions hereof, otherwise operate as a
legal or equitable discharge of Guarantor. Guarantor hereby waives all defenses of
a surety to which it may be entitled by statute or otherwise.
5. SUBORDINATION AND SUBROGATION. Guarantor shall not be subrogated,
and hereby subordinates and postpones any claim or right against Tenant by way of subrogation
or otherwise, to any of the rights of Landlord under the Lease or otherwise, or in the Premises (or
any portion thereof), which may arise by any of the provisions of this Guaranty or by reason of the
performance by Guarantor of any of its Obligations hereunder. Guarantor shall look solely to
Tenant for any recoupment of any payments made or costs or expenses incurred by Guarantor
pursuant to this Guaranty. if any amount shall be paid to Guarantor on account of such subrogation
rights at any time when all of the Obligations shall not have been paid and performed in full,
Guarantor shall immediately deliver the payment to Landlord for credit against the then
outstanding balance of the Obligations, whether matured or unmatured.
6. REPRESENTATIONS AND WARRANTIES OE GUARANTOR. Guarantor
represents and warrants that:
A. Guarantor is a company formed under the laws of the State of Delaware; has all
requisite power and authority to enter into and perform its obligations under this
Guaranty; and this Guaranty is valid and binding upon and enforceable against
Guarantor without the requirement of further action or condition.
B. The execution, delivery and performance by Guarantor of this Guaranty does not
and will not (i) contravene any applicable Laws, the organizational documents of
Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor,
or any contractual restriction binding on or affecting Guarantor or any of its
properties or assets, nor (ii) result in or require the creation of any lien, security
interest or other charge or encumbrance upon or with respect to any of its properties
or assets.
C. No approval, consent, exemption, authorization or other action by, or notice to, or
filing with, any governmental authority is necessary or required in connection with
the execution, delivery or performance by, or enforcement against, Guarantor of
this Guaranty or any other instrument or agreement required hereunder.
D. 'there is no action, suit or proceeding pending or, to Guarantor's knowledge,
threatened against or otherwise affecting Guarantor before any court or other
governmental authority or any arbitrator that may materially adversely affect
Guarantor's ability to perform its obligations under this Guaranty.

E. Guarantor's principal place of business is 8565 Magellan Parkway, Suite 400,
Richmond, VA 23227
1'. Tenant is directly or indirectly owned and controlled by Guarantor.
G. Guarantor has derived or expects to derive financial and other advantages and
benefits directly or indirectly, from the making of the Lease and the payment and
performance of the Obligations. Guarantor hereby acknowledges that Landlord will
be relying upon Guarantor's guarantee, representations, warranties and covenants
contained herein.
7. FINANCIAL STATEMENTS. Within ninety (90) days after the end of each of
the first, second and third calendar quarters of each year and during the term of this Lease,
Guarantor shall deliver to Landlord unaudited financial statements for such fiscal quarter including
a balance sheet, income statement and statement ofcashnow, prepared in accordance with GAAP
on a consolidated basis and certified to be accurate and complete by the CI-O, VP -Finance or other
appropriate officer of Guarantor). On or before one hundred twenty (120) days after the end of
each of Guarantor's fiscal years during the term of the Lease, Guarantor shall deliver audited
Financial statements for such fiscal year including a balance sheet, income statement and statement
of cashfiow, prepared in accordance with GAAP on a consolidated basis and audited by an
independent certified public accounting firm. Notwithstanding the foregoing, so long as annual
audited financial statements of Guarantor or its direct or indirect parent entity which provides for
standalone financials with respect to Guarantor are publicly available, Guarantor's obligations to
deliver financial reports pursuant to this Section 7 shall be deemed to be satisfied.
8. NOTICES. Any consents, notices, demands, requests, approvals or other
communications given under this Guaranty shall be in writing and shall be given as provided in
the Lease, as follows or to such other addresses as either Landlord or Guarantor (as applicable)
may designate by notice given to the other in accordance with the provisions ofthis Section 8:
If to Guarantor:
GPM Investments, LLC
8565 Magellan Parkway, Suite 400
Richmond, VA 23227
Attn: CEO
Email: [e-mail]
With a copy to:
GPM Investments, LLC
8565 Magellan Parkway, Suite 400
Richmond, VA 23227
Attn: General Counsel
Email: [e-mail]
If to Landlord:
c/o Oak Street Real Estate Capital, LLC
125 South Wacker Drive, Suite 1220
Chicago, IL 60606
Attn: James Hennessey
Email: [e-mail]
With a copy to:
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Attn: David A. Rosenberg, Esq.
Email: [e-mail]

9. CONSENT TO JURISDICTION. Guarantor hereby (a) consents and submits to
the jurisdiction of the courts of the State of Illinois and the federal courts sitting in the State of
Illinois with respect to any dispute arising, directly or indirectly, out of this Guaranty, (b) waives
any objections which the undersigned may have to the laying of venue in any such suit, action or
proceeding in either such court, (c) agrees to join Landlord in any petition for removal to either
such court, and (d)irrevocably designates and appoints Tenant as its authorized agent to accept
and acknowledge on its behalf service of process with respect to any disputes arising, directly or
indirectly, out of this Guaranty. The undersigned hereby acknowledges and agrees that Landlord
may obtain personal jurisdiction and perfect service of process through Tenant as the undersigned
agent, or by any other means now or hereafter permitted by Applicable Law.
10. ESTOPPEL CERTIFICATE. Guarantor shall, from time to time within fifteen
(15) days after receipt of Landlord's request, execute, acknowledge and deliver to Landlord an
estoppel certificate in the form attached to the Lease as Exhibit D. Such certificate may be relied
upon by Landlord and any prospective purchaser, landlord or lender of all or a portion of the
Premises (or any portion thereof).
11. MISCELLANEOUS.
A. Guarantor further agrees that Landlord may, without notice, assign this Guaranty
in whole or in part. If Landlord disposes of its interest in the Lease, "Landlord,"
as used in this Guaranty, shall mean Landlord's successors and assigns.
B. Guarantor promises to pay all costs of collection or enforcement incurred by
Landlord in exercising any remedies provided for in the Lease or this Guaranty
whether at law or in equity; provided, however, if any legal action or proceeding is
commenced to interpret or enforce the terms of, or obligations arising out of, this
Guaranty, or to recover damages for the breach thereof, the party prevailing in any
such action or proceedings shall be entitled to recover from the non -prevailing party
all attorneys' fees and reasonable costs and expenses incurred by the prevailing
party. As used herein, "attorneys' fees" shall mean the fees and expenses of counsel
to the parties hereto, which may include printing, photocopying, duplicating and
other expenses, air freight charges, and fees billed for law clerks, paralegals,
librarians and others not admitted to the bar but performing services under the
supervision of an attorney. The term "attorneys' fees" shall also include, without
limitation, all such fees and expenses incurred with respect to appeals, arbitrations
and bankruptcy proceedings.
C. Ifany portion of this Guaranty shall be deemed invalid, unenforceable or illegal for
any reason, such invalidity, unenforceability or illegality shall not affect the balance
of this Guaranty, which shall remain in full force and effect to the maximum
permitted extent.
D. The provisions, covenants and guaranties of' this Guaranty shall be binding upon
Guarantor and its heirs, successors, legal representatives and assigns (it being
understood that Guarantor shall not have the right to assign its obligations under
this Guaranty without the prior written consent of Landlord in Landlord's sole and

absolute discretion), and shall inure to the benefit of Landlord and its successors
and assigns, and shall not be deemed waived or modified unless such waiver or
modification is specifically set forth in writing, executed by Landlord or its
successors and assigns, and delivered to Guarantor.
Whenever the words "include," "includes," or "including" are used in this
Guaranty, they shall be deemed to be followed by the words "without limitation,"
and, whenever the circumstances or the context requires, the singular shall be
construed as the plural, the masculine shall be construed as the feminine and/or the
neuter and vice versa. This Guaranty shall be interpreted and enforced without the
aid of any canon, custom or rule of law requiring or suggesting construction against
the party drafting or causing the drafting of the provision in question.
F. Each of the rights and remedies herein provided are cumulative and not exclusive
of any rights or remedies provided by law or in the Lease or this Guaranty.
G. The provisions of this Guaranty shall be governed by and interpreted solely in
accordance with the internal laws of the State of Illinois, without giving effect to
the principles of conflicts of law.
1-I. The Recitals set forth above are hereby incorporated by this reference and made a
part of this Guaranty. Guarantor hereby represents and warrants that the Recitals
are true and correct.
IThe Obligations of Guarantor pursuant to this Guaranty shall not be effective
unless, and shall be effective only from and after, the occurrence of any of the
following: (i) failure of GPM Investments, LLC to deliver audited financial
statements pursuant to and as and when required under the terms of the Lease or
the GPM Guaranty, provided, however, that upon Landlord receiving such audited
Financial statements, the Obligations of Guarantor under this Guaranty shall again
no longer be effective (unless and until GPM Investments, LLC again fails to
deliver audited financial statements pursuant to and as and when required under the
terms of the Lease or the GPM Guaranty, in which event the Obligations of
Guarantor pursuant to this Guaranty shall again be effective for so long as such
audited financial statements fail to be provided); or (ii) GPM Investments, LLC
transfers any of its assets that, immediately following such transfer, would result in
the "EBITDA" (as such term is defined in the Lease) of GPM Investments, LLC
being less than One I-lundred Million and No/100 Dollars ($100,000,000.00).]4
SIGNATURE PAGE TO FOLLOW
° Note to Draft: To be included in guarantees signed by ARKO Corp. References to IGPM Ito be updated to reflect
GPM as Tenant or Guarantor.

IN WITNESS WHEREOF, the undersigned has executed this Unconditional Guaranty of
Payment and Performance effective as of the date first written above.
GUARANTOR:
GPM INVESTMENTS, ELC,
a Delaware limited liability company
By:
Name: Arie Kotler
Title: CEO
and
Name: Eyal Nuchamovitr
Title: EVP

EXHIBIT H-1
FORM OF LEASE MODIFICATION AGREEMENT
LEASE MODIFICATION AGREEMENT
THIS LEASE MODIFICATION AGREEMENT (this "Agreement") is entered into as
of' , 20 , (the "Effective Date") by and between SANDBAR PORTFOLIO
OWNER LLC, a Delaware limited liability company ("Landlord"), and GPM SOUTHEAST,
LLC, a Delaware limited liability company ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain Master Lease Agreement, dated
], by and between Landlord and Tenant (as amended, the "Lease").
B. Pursuant to Section 22.A of the Lease, Landlord has elected to assign its interest in the
Sites set forth on Exhibit A attached hereto and made a part here of (the "Assigned Sites").
C. In connection with Landlord's assignment of its interest in the Assigned Sites, (i)
[ASSIGNING LANDLORD ENTITY] ("Assigning Landlord") has entered into that
certain Lease Agreement, dated as of the date hereof, between Landlord and
[APPLICABLE TI-NANT ENTITIES] with respect to the Assigned Sites (the "New
Lease") and (ii) Assigning Landlord has assigned its right title and interest in the New
Lease to [ASSIGNEE], a [o] ("Assignee") pursuant to that certain Assignment and
Assumption of Lease Agreement, dated as of the date hereof, by and between Assigning
Landlord and Assignee.
D. In accordance with Section 22.A of the Lease, Landlord and Tenant are entering into this
Agreement to amend the Lease to exclude the Assigned Sites and make other conforming
changes as more particularly set forth herein.
NOW "THEREFORE, in consideration of the mutual promises, covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Amendments: The Lease is hereby amended as follows:
(i) Exhibit A: Exhibit A of the Lease is hereby deleted in its entirety and replaced with
Exhibit A attached hereto.5
(i i) Exhibit B-I: Exhibit B-1 of the Lease is hereby amended to remove the Sites
described on Exhibit B attached hereto and made a part hereoL6
s Attached Exhibit A to reflect a reduction of Annual Base Rent equal to the Allocated Base Rent Amount for the
Assigned Sites.
6 Attached Exhibit B to be the site descriptions of the Assigned Sites.

(iii) Exhibit B-2: Exhibit B-2 of the Lease is hereby amended to remove the Sites
described on Exhibit C attached hereto and made a part hereof
2. Affirmation of Lease. Except as expressly provided herein, the Lease shall remain unchanged
and in full force and effect; provided, that to the extent this Agreement conflicts with the Lease,
the provisions of this Agreement shall control.
3. Counterparts; Electronic Signatures. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of such counterparts shall together
constitute but one and the same instrument. Delivery of an executed counterpart of this
Amendment by electronic means shall be equally as effective as delivery of a manually
executed original counterpart of this Agreement.
4. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit
of the successors and permitted assigns of the respective parties hereto.
5. Entire Agreement. This Agreement contains the entire agreement between the parties hereto
with respect to the subject matter of this Agreement, and supersedes all prior understandings,
agreements and representations, if any, with respect to such subject matter.
[Remainder of Page Intentionally Blank]
' Attached Exhibit C to be the Assigned Sites.
m

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Agreement as
of the day and year first above mentioned.
LANDLORD:
SANDBAR POR'lTOLIOOWNFR LLC,
a Delaware limited liability company
BY:
Name: James Hennessey
Title: Authorized Signatory

TENANT:
GPM SOUTHEAST, LLC,
a Delaware limited liability company
By:
Name: Arie Kotler
Title: CEO
and
By:
Name: Eyal Nuchamovitz
Title: EVP
93

GUARANTOR:
GPM INVESTMENTS, LLC,
a Delaware limited liability company
By:
Name: Arie Kotler
Title: CEO
and
By:
Name: Eyal Nuchamovitz
Title: EVP

EXHIBIT A
EXHIBIT A
TO
LEASE AGREEMENT
BASE RENT SCHEDULE
Lease Year
Annual Base Rent
Monthly Base Rent
I.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.

EXHIBIT B
PREMISES"
Address:
Square Footage of Building:
'type of Premises:
Legal Description:
e'ro include all Assigned Sites.

EXHIBIT C9
Property Address City State Allocated Base Rent Landlord
e To include all Assigned Sites.

EXHIBIT I
FORM OF COLLATERAL ACCESS AGREEMENT
LANDLORD'S WAIVER AND CONSENT
202
LANDLORD'S WAIVER AND CONSENT, dated as of this day of ,
202_ between Sandbar Portfolio Owner LLC, a Delaware limited liability company, having an
office at c/o Oak Street Real Estate Capital, LLC, 125 S. Wacker Drive, Suite 1220, Chicago
Illinois 60606, Attention: James Hennessey, (hereinafter called "Landlord"), and PNC BANK,
NATIONAL ASSOCIATION, having an office at 130 S. Bond Street, Bel Air, Maryland, Attention:
Portfolio Manager ("PNC"), executed in connection with that certain Third Amended and Restated
Revolving Credit and Security Agreement, dated February 20, 2020 (as same may be amended,
amended and restated, modified, restated or supplemented from time to time, the "Credit
Agreement"), among GPM Investments, LLC (sometimes referred to herein as "Borrower") and
certain of Borrower's affiliates as Borrowers including GPM Southeast, LLC (`'tenant"), the
financial institutions which are now or which hereafter become a party thereto (collectively, the
"Lenders") and PNC, as agent for Lenders (PNC, in such capacity, the
WHEREAS, Lenders will make, or have made and will continue to make loans, advances,
and/or other financial accommodations to Tenant, which are secured in whole or in part by security
agreements granting a security interest to Agent, for the benefit of Lenders, in all of Tenant's now
owned or hereafter acquired personal property assets, including but not limited to accounts,
accounts receivable, inventory, machinery, equipment, general intangibles, investment property,
contract rights, goods, furniture, fixtures, licenses, trademarks, books and records and substantially
all other personal property of Tenant (hereinafter called the "Collateral"); and
WHEREAS, the Collateral is or may be installed or kept at the premises known as
(the "Premises"), which Premises are owned by Landlord and
leased to Tenant.
NOW, THEREFORE, in consideration of the loans, advances and/or financial
accommodations extended by Lenders to Tenant, at any time, and other good and valuable
consideration, the undersigned, intending to be legally bound, agrees as follows:
1. Landlord represents that, as of the date hereof, to Landlord's knowledge, that
certain Master Lease Agreement, dated as of entered into between Landlord and
Tenant regarding the Premises ("Lease") is in full force and effect and that, as of the date hereof,
Landlord has not delivered written notice to Tenant that "Tenant is in default under the Lease.
Landlord agrees to endeavor to provide to Agent, concurrently with the issuance to Tenant, a copy
of all notices of default delivered to Tenant with respect to the Lease; provided, however, that
Landlord shall not have any liability to Agent for failure to deliver any such notice. Such notices
shall be delivered to Agent at its address set forth above.
2. Landlord hereby subordinates in favor of Agent and the Lenders and agrees that, so
long as any amounts are due and owing from Tenant to Agent or Lenders, it will not enforce: (a)

any and all rights of distraint, levy, and execution which Landlord may now or hereafter have
against the Collateral and (b) any and all statutory liens, security interests, or other liens which the
Landlord may now or hereafter have in the Collateral. Any Collateral shall, at all times, be
considered to be personal property regardless of whether or the manner in which it may be affixed
to the Premises, so long as any obligations are owing to Lenders by Tenant (Agent shall not,
however, claim any interest in any heating, electrical, plumbing, air conditioning or mechanical
systems at the Premises).
3. Tenant has granted to Agent, at its option, the right to enter the Premises at any
time after the occurrence and continuance of an Event of Default (as defined in the Credit
Agreement) for the purpose of repossessing, removing, selling or otherwise dealing with the
Collateral (the "Permitted Activities"), and such license, subject as between "Tenant and Agent (but
not as between Landlord and Agent), shall be irrevocable and shall continue from the date Agent
enters the Premises for as long as Agent reasonably deems necessary.
4. Upon any expiration, cancellation or termination of the Lease or eviction of Tenant
from the Premises, Landlord will permit Agent and its employees, agents, representatives and
invitees to enter on and occupy and remain on the Premises during the Notice Period (as defined
below) to conduct Permitted Activities. The Notice Period shall commence on the date Agent
receives written notice from Landlord of the expiration, cancellation or termination of the Lease
or eviction of Tenant from the Premises and continue until that date which is thirty (30) days after
Agent receives such written notice (such period, the "Notice Period"); provided, that Agent shall
pay to Landlord an access fee equal to all base rent and additional rent due to Landlord under the
Lease on a per diem basis for each day of actual occupancy during the Notice Period; provided,
further, that such amounts paid by Agent to Landlord shall exclude any rent adjustments or
increases, indemnity payments or similar amounts payable under the Lease for default, holdover
status or other similar charges. At Agent's option, the Notice Period shall be tolled during any
period in which Agent is stayed or enjoined from taking Permitted Activities in respect of the
Collateral by order of a court of competent jurisdiction and/or by any automatic stay imposed in
any bankruptcy or other insolvency proceedings with respect to Tenant, provided, that to the extent
Landlord is not restricted from relocating the Collateral by such court order or has obtained relief
from the automatic stay, Agent shall pay to Landlord the Access Pee on a per diem basis for each
day that Agent elects to toll the Notice Period. After the expiration of the Notice Period, unless
otherwise agreed to by Landlord in its sole discretion, Agent shall have no further rights to access
the Premises or the Collateral then remaining on the Premises. During the Notice Period, Landlord
shall not interfere with or attempt to prevent Agent from exercising any of its rights as a secured
creditor under the Credit Agreement or under applicable law (including the Uniform Commercial
Code) with respect to the Collateral on the Premises.
S. Landlord further agrees to accept from Agent, within the same time periods
afforded to Tenant under the Lease to cure a default, any payment or performance tendered or
made by Agent to cure any default (including, without limitation, any payment defaults) of Tenant,
it being understood that Agent shall have no obligation to cure any such default and any payment
made or act done by Agent to cure any such default shall not constitute an assumption of the Lease
or any obligation of "Tenant.

6. The provisions hereof shall be irrevocable and remain in full force and effect until
Tenant has fully paid and performed all of its obligations to Agent and Lenders under all
agreements, instruments and documents evidencing such obligations, and under the Credit
Agreement, and all obligations of the Lender to extend loans or financial accommodations to
Tenant shall have terminated.
7. Landlord acknowledges that, in connection with any assignment of Landlord's
rights and interests under the Lease to an assignee, such assignee shall be obligated to execute an
agreement in favor of Agent in form and substance substantially similar to this Landlord's Waiver
and Consent.
8. Nothing contained herein, and no exercise by Agent of any of its rights hereunder
(including the entry by Agent to the Premises and the making of any payments by Agent to the
Landlord), shall be deemed to make Agent or any Lender a tenant at the Premises or be deemed to
delegate any duties or obligations under the Lease to or constitute any assumption thereof by Agent
or any Lender. Nothing herein contained shall compel Agent or any Lender to remove, retain,
hold, continue to hold, sell or otherwise deal with any or all of the Collateral.
9. This Landlord's Waiver and Consent shall be binding and effective upon the
execution hereof by the undersigned and no amendment, waiver or termination of this Landlord's
Waiver and Consent shall be binding or effective as to Agent or any Lender without Agent's prior
written consent.
[Signature page follows]
M

IN WITNESS WHEREOF, the undersigned has duly executed this Landlord's Waiver
and Consent as ol'the day and year first above written.
Accepted:
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
By: _
Name:
Title:
SIGNATURE PAGE TO LANDLORD'S WAIVER AND CONSENTI
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