UNION PACIFIC RAILROAD COMPANY - 1999

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21. SALE OF LESSEE'S IMPROVEMENTS All improvements on the Premises are owned by Lessee. Notwithstanding this, Lessee shall not se II or hypothecate any of its fixed improvements upon the Premises without first obtaining Lessor's written consent therefor, which consent shall not be unreasonably withheld. If there is a sale of improvements with or without obtaining Lessor's consent, the improvements must be immediately removed from the Premises unless Lessor has consented in writing to an assignment or sublease thereof. If the sale of any improvements is in connection with a proposed assignment or sublease thereof, the provisions of Section 29 hereof are applicable. 22. BANKRUPTCY Lessor shall also have the right to terminate this Lease by written notice and to take exclusive possession of the Premises in the event of (a) a general assignment by Lessee for the benefit of creditors, (b) the filing of any voluntary petition in bankruptcy by Lessee, or the filing of an involuntary petition by Lessee's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Lessee has the right to affirm this Lease and continue to perform the obligation of Lessee hereunder, such trustee or Lessee shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Lessee hereunder outstanding as of the date of the affirmance of this Lease and provide to Lessor such adequate assurances as may be necessary to insure Lessor of the continued performance of Lessee's obligations under this Lease, (c) the employment of a receiver to take possession of substantially all of Lessee's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof, and (d) the attachment, execution or otherjudicial seizure of all or substantially all of Lessee's assets at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof. 23. DEFENSE Upon written notice from Lessor, Lessee agrees to assume the defense, with counsel acceptable to Lessor, of any lawsuit, administrative action or other proceeding brought against Lessor or its agents by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this Lease for which Lessee has an obligation to assume liability for and/or indemnify, save and hold harmless Lessor or its agents. Lessee shall pay all the costs and expenses incident to such defense, including, but not limited to, attorneys' fees, investigators' fees, litigation expenses, settlement payments, and amounts paid in satisfaction of judgments. Any and all lawsuits or administrative actions brought or threatened on any theory of relief available at law, in equity or under the rules of any administrative agency shall be covered by this provision, including, but not limited to, the theories of intentional misconduct, negligence, breach of statute or ordinance, or upon any theory created by any statute or ordinance, state or federal. 24. NOTICES All notices shall be in writing and shall be deemed to have been given when delivered personally or deposited in the United States mail, registered or certified, postage prepaid, or delivered by overnight courier, and addressed to the party to whom the notice is directed at the address set forth in the Basic Lease Terms. Payments to Lessor shall be made at the address for payments set forth in the Basic Lease Terms. Either party may change the address for notices or Lessor may change the address for payments by giving the other party written notice to that effect. All notices to Lessor must Document 0011 Page 13 of 20