Common use of Applicable Provisions Clause in Contracts

Applicable Provisions. The following provisions shall apply to each Bankers’ Acceptance hereunder: (i) the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ Acceptance shall be Cdn. $100,000 and integral multiples thereof; (ii) each draft drawn by Company and presented for acceptance by a Lender shall be drawn on the standard form of such Lender in effect at the time, specifying the BA Interest Period, provided that Administrative Agent may require the Lenders to use a generic form of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place of the Lenders’ own forms; (iii) subject to subparagraph 3.1B(iv), Bankers’ Acceptances shall be signed by duly authorized officers of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “depository b▇▇▇” (as defined in the DBNA), and deposited with a Clearing House. In order to give effect to the foregoing, Administrative Agent will, subject to the approval of Company and the Lenders (other than Old System Issuers), establish and notify Company and the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “This is a depository b▇▇▇ subject to the Depository Bills and Notes Act (Canada)”; (b) any reference to the authentication of the Bankers’ Acceptance will be removed; and (c) any reference to the “bearer” will be removed and such Bankers’ Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.

Applicable Provisions. The following provisions shall apply Except as specifically set forth herein, this Sublease is subject and subordinate to each Bankers’ Acceptance hereunder: all of the terms and conditions of that certain Industrial Space Lease (ithe "Original Lease") the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ Acceptance shall be Cdn. $100,000 and integral multiples thereof; (ii) each draft drawn by Company and presented for acceptance by a Lender shall be drawn on the standard form of such Lender dated May 4, 1994, in effect at by and between Cirrus Investments L.L.P., successor in interest to Renco Investment Company ("Master Landlord") and Sublandlord, as Tenant, as amended by that certain Addendum to Lease of equal date therewith (the time, specifying the BA Interest Period, provided that Administrative Agent may require the Lenders to use a generic form of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place of the Lenders’ own forms; (iii) subject to subparagraph 3.1B(iv), Bankers’ Acceptances shall be signed by duly authorized officers of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “depository b▇▇▇” (as defined in the DBNA"Addendum"), and deposited with a Clearing Houseas further amended by that certain First Amendment to Lease, dated June 14, 1995, (the "First Amendment"). (The Original Lease, the Addendum, and the First Amendment are sometimes collectively referred to herein as the "Master Lease".) A copy of the Master Lease is attached hereto as Exhibit "A" and incorporated herein by reference. Subtenant hereby assumes and agrees to perform the obligations of Tenant under the Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. Neither Sublandlord nor Subtenant shall commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Landlord under the Master Lease, and Subtenant shall indemnify and hold Sublandlord harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys' fees and court costs) by reason of any failure on the part of Subtenant to perform any of the obligations of Tenant under the Master Lease which Subtenant has become obligated hereunder to perform. In order to give effect to the foregoing, Administrative Agent will, subject to event of the approval termination of Company and Sublandlord's interest as Tenant under the Lenders (Master Lease for any reason other than Old System Issuers)for Sublandlord's breach, establish then this Sublease shall terminate automatically upon such termination without any liability of Master Landlord or Sublandlord to Subtenant. Subtenant represents and notify Company warrants to Sublandlord that it has read and the Lenders of any additional procedures, consistent is familiar with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “This is a depository b▇▇▇ subject to the Depository Bills and Notes Act (Canada)”; (b) any reference to the authentication of the Bankers’ Acceptance will be removed; and (c) any reference to the “bearer” will be removed and such Bankers’ Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in itMaster Lease.

Applicable Provisions. The following provisions Except as specifically set forth herein, this --------------------- Sub-sublease is subject and subordinate to all of the terms and conditions of the Sublease (the "Master Sublease") dated March 7, 1997, between Attachmate Corporation, a Washington Corporation ("Master Sublessor") and E*TRADE Group, Inc., a California Corporation ("Sublessee" and now "Sub-sublessor" under this Sub-sublease) and the Lease dated July 16, 1993 ("Master Lease") between Master Sublessor as successor in interest to Tenant and as the Tenant, and Lincoln- Whitehall Pacific, LLC, a Delaware limited liability company, as successor in interest to and as Landlord ("Master Landlord") as amended on May 13, 1994 and November 4, 1994. Sub-sublessee hereby assumes and agrees to perform the obligations of Sublessee under the Master Sublease and Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall apply to each Bankers’ Acceptance hereunder: (i) have the face amount at maturity same meanings as given them in the Master Sublease. A copy of each draft drawn the Master Sublease is attached hereto as Exhibit "B" and a copy of the Master Lease as amended is attached hereto as Exhibit "C", and both are incorporated herein by Company this reference. Sub-sublessee shall not commit or permit to be accepted as a Bankers’ Acceptance committed any act or omission which would violate any term or condition of the Master Sublease or Master Lease. Sub-sublessee shall neither do nor permit anything to be Cdn. $100,000 done which would cause the Master Sublease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Sublessor under the Master Sublease, and integral multiples thereof; Sub- sublessee shall indemnify and hold Sub-sublessor harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (iiincluding, without limitation, attorneys' fees and court costs) each draft drawn by Company and presented for acceptance by a Lender shall be drawn reason of any failure on the standard form part of such Lender in effect at the time, specifying the BA Interest Period, provided that Administrative Agent may require the Lenders Sub-sublessee to use a generic form of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place perform any of the Lenders’ own forms; (iii) subject obligations of Sublessee under the Master Sublease which Sub-sublessee has become obligated hereunder to subparagraph 3.1B(iv)perform. In the event of the termination of Sub-sublessor's interest as Sublessee under the Master Sublease for any reason other than for Sub-sublessor's breach, Bankers’ Acceptances then this Sub-sublease shall be signed by duly authorized officers terminate automatically upon such termination without any liability of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon Master Sublessor or Sub-sublessor to Sub-sublessee. Sub-sublessee represents and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed warrants to Sub-sublessor that it has read and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of Company in accordance familiar with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “depository b▇▇▇” (as defined in the DBNA), and deposited with a Clearing House. In order to give effect to the foregoing, Administrative Agent will, subject to the approval of Company Master Sublease and the Lenders (other than Old System Issuers), establish and notify Company and the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “This is a depository b▇▇▇ subject to the Depository Bills and Notes Act (Canada)”; (b) any reference to the authentication of the Bankers’ Acceptance will be removed; and (c) any reference to the “bearer” will be removed and such Bankers’ Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in itMaster Lease.

Applicable Provisions. The following provisions shall All terms and conditions contained in the master lease agreement, as they may apply to each Bankers’ Acceptance hereunder: (i) subleased premises, except those that directly contradict the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ Acceptance shall be Cdn. $100,000 terms and integral multiples thereof; (ii) each draft drawn by Company conditions contained herein, and presented for acceptance by a Lender shall be drawn on specifically excluding the standard form of such Lender in effect at the timesections 1, specifying the BA Interest Period2, provided that Administrative Agent may require the Lenders to use a generic form of Bankers’ Acceptance3, in a form satisfactory to each Lender4, acting reasonably5, provided by Administrative Agent for such purpose in place of the Lenders’ own forms; (iii) subject to subparagraph 3.1B(iv6(E), Bankers’ Acceptances shall be signed by duly authorized officers of Company or8, in the alternative9, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and 13 (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iiia), and21, for so long as 29, 30, 31, 36, 41, 42, 43, 51,C, and C-1 Through C-3, and andD are included in this document and are the power terms of attorney in subparagraph 3.2A is in force with respect this sublease (each reference therein to a given Lender"lessor” or" lessor”, such Lender shall execute "lessee" or "lessee” and deliver Bankers’ Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions "lessee" shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant relate to the DBNAsublease, sublease and sublease, respectively, except for the following provisions which are included in this document, the reference to the lessor or lessor means only the principal lessor: sections 19 and 10 (e)-(f)), and all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) following terms and conditions set forth indocument, document,make up the full terms of this sublease. 1.3 responsibilities of the subcontractor. The only services or rights to which subtenant is entitled under this Agreement will from the master landlord, are those to which subtenant is entitled under the main contract of lease for all such services and rights subtenant shall look only to the master lessor under the main lease, and the obligations of Sublessee hereunder shall be issued limited to the use ofreasonable efforts in good faith to obtain the form master's performance of the lease agreement. rents.about their obligations. If subtenant cannot receive any performance from the master landlord, then subtenant hereby is inferior to the Sublessee the right to seek such enforcement, including court action against the landlord. The sub-lessor shall not be liable to the sub-lessor or any other person for damages of any nature resulting from the General lessor's failure to perform these obligations, except for the termination of the General lessor's obligations.participation of the sub-tenant as a lessee under the lease agreement. rents.If the sub-contractor violates the main lease agreement, and the sub-lessee shall indemnify and hold the sub-contractor harmless from any claims and liability for any such damages (if such damages are not caused by the sub-contractor's violation of the main lease agreement), including, without limitation, all costs and attorneys ' fees incurred in defending against it. In respect of any obligation of the sub-lessee to be performed under this sub-lease, other than a monetary obligation, whenThe sublessor a specified number of days to perform its obligations under the contract, sublingualativan has two (2) fewer days to perform, provided that if the Sublessor is in receipt of a “depository bnotice of default from master lessor, the Sublessor agrees to promptly transmit such notice by facsimile to the sublease, attention: ▇▇▇” ▇▇ ▇▇▇▇▇▇▇ at (as defined ▇▇▇) ▇▇▇-▇▇▇▇ and Sublessee shall have two (2) days less than the number of days,in the DBNA)notification or the number of days to analyze, and deposited with a Clearing Houseas provided in the master lease. In order to give effect to WITH Sfor any monetary obligation of the foregoing, Administrative Agent will, sub-lessee that is subject to performance under this sub-lease, the approval of Company and the Lenders (other than Old System Issuers), establish and notify Company and the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly sub-lessee shall make payments on its face and within its text, at or before the time due date of issuesuch payment. As for the approval that must be obtained from the” lessor " under the main lease agreement, such consent must be obtained from the words “This is a depository b▇▇▇ subject to main lessor and the Depository Bills sub-lessor, and Notes Act (Canada)”; (b) any reference to the authentication sub-lessor's approval may be refused if the consent of the Bankers’ Acceptance will be removed; and (c) any reference to the “bearer” will be removed and such Bankers’ Acceptances will main lessor is not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.obtained. Article 2 term 2.1

Applicable Provisions. The following provisions shall apply Except as specifically set forth herein, this Sublease is subject and subordinate to each Bankers’ Acceptance hereunder: all of the terms and conditions of that certain Industrial Space Lease (ithe "Original Lease") the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ Acceptance shall be Cdn. $100,000 and integral multiples thereof; (ii) each draft drawn by Company and presented for acceptance by a Lender shall be drawn on the standard form of such Lender dated December 29, 1989, in effect at the timeby and between Cirrus Investments L.L.P., specifying the BA Interest Periodsuccessor in interest to Renco Investment Company ("Master Landlord") and Sublandlord, provided as Tenant, as amended by that Administrative Agent may require the Lenders certain Addendum to use a generic form Lease of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place of the Lenders’ own forms; equal date therewith (iii) subject to subparagraph 3.1B(iv), Bankers’ Acceptances shall be signed by duly authorized officers of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “depository b▇▇▇” (as defined in the DBNAthe"Addendum"), and deposited with a Clearing Houseas further amended by that certain First Amendment to Lease, dated October 11, 1990, (the "First Amendment"), by that certain Second Amendment to Lease, dated for reference purposes May 15, 1992, (the "Second Amendment"), by that certain Third Amendment to Lease, dated for reference purposes, January 6, 1993, (the "Third Amendment") and by that certain Fourth Amendment to Lease, dated for reference purposes only May 4, 1994 (the "Fourth Amendment"). In order to give effect to The Original Lease, the foregoingAddendum, Administrative Agent willthe First Amendment, subject to the approval of Company Second Amendment, the Third Amendment and the Lenders (other than Old System Issuers), establish and notify Company and Fourth Amendment are sometimes collectively referred to herein as the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “This is a depository b▇▇▇ subject to the Depository Bills and Notes Act (Canada)”; (b) any reference to the authentication "Master Lease". A copy of the Bankers’ Acceptance will Master Lease is attached hereto as Exhibit "A" and incorporated herein by reference. Subtenant hereby assumes and agrees to perform the obligations of Tenant under the Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. Neither Sublandlord nor Subtenant shall commit or permit to be removed; and (c) committed any reference to act or omission which would violate any term or condition of the “bearer” will be removed and such Bankers’ Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.Master

Applicable Provisions. Except as specifically set forth herein, this --------------------- Sublease subject and subordinate to all of the terms and conditions of the lease (the "Original Lease") dated April 15, 1997, between Crossroads Investment Group, a California general partnership ("Master Lessor") and Sublessor as "Lessee" and now "Sublessor" under this Sublease. The following provisions Original Lease is also referred to herein as the "Master Lease". Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall apply to each Bankers’ Acceptance hereunder: (i) have the face amount at maturity same meanings as given them in the Master Lease. A copy of each draft drawn the Master Lease is attached hereto as Exhibit "B" and incorporated herein by Company this reference. Sublessee shall not commit or permit to be accepted as a Bankers’ Acceptance committed any act or omission which would violate any term or condition of the Master Lease. Neither Sublessor nor Sublessee shall do or permit anything to be Cdn. $100,000 done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor under the Master Lease, and integral multiples thereof; Sublessee shall indemnify and hold Sublessor harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (iiincluding, without limitation, attorneys' fees and court costs) each draft drawn by Company and presented for acceptance by a Lender shall be drawn reason of any failure on the standard form part of such Lender in effect at the time, specifying the BA Interest Period, provided that Administrative Agent may require the Lenders Sublessee to use a generic form of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place perform any of the Lenders’ own forms; (iii) subject obligations of Lessee under the Master Lease which Sublessee has become obligated hereunder to subparagraph 3.1B(iv)perform. In the event of the termination of Sublessor's interest as Lessee under the Master Lease for any reason other than for Sublessor's breach, Bankers’ Acceptances then this Sublease shall be signed by duly authorized officers terminate automatically upon such termination without any liability of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon Master Lessor or Sublessor to Sublessee. Sublessee represents and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed warrants to Sublessor that it has read and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of Company in accordance familiar with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “depository b▇▇▇” (as defined in the DBNA), and deposited with a Clearing House. In order to give effect to the foregoing, Administrative Agent will, subject to the approval of Company and the Lenders (other than Old System Issuers), establish and notify Company and the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “This is a depository b▇▇▇ subject to the Depository Bills and Notes Act (Canada)”; (b) any reference to the authentication of the Bankers’ Acceptance will be removed; and (c) any reference to the “bearer” will be removed and such Bankers’ Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in itMaster Lease.

Applicable Provisions. The following provisions shall apply to each Bankers’ ' Acceptance hereunder: (i) the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ ' Acceptance shall be Cdn. $100,000 and integral multiples thereof; (ii) each draft drawn by Company and presented for acceptance by a Lender shall be drawn on the standard form of such Lender in effect at the time, specifying the BA Interest Period, provided that Administrative Agent may require the Lenders to use a generic form of Bankers’ ' Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place of the Lenders’ ' own forms; (iii) subject to subparagraph 3.1B(iv), Bankers’ ' Acceptances shall be signed by duly authorized officers of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ ' Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ ' Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ ' Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ ' Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ ' Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ ' Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ ' Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ ' Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ ' Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “"depository b▇▇▇” ▇" (as defined in the DBNA), and deposited with a Clearing House. In order to give effect to the foregoing, Administrative Agent will, subject to the approval of Company and the Lenders (other than Old System Issuers), establish and notify Company and the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ ' Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “"This is a depository b▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”"; (b) any reference to the authentication of the Bankers’ ' Acceptance will be removed; and (c) any reference to the “"bearer” " will be removed and such Bankers’ ' Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.

Applicable Provisions. The following provisions shall apply Except as specifically set forth herein, this Sublease is subject and subordinate to each Bankers’ Acceptance hereunder: all of the terms and conditions of that certain Industrial Space Lease (ithe "Original Lease") the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ Acceptance shall be Cdn. $100,000 and integral multiples thereof; (ii) each draft drawn by Company and presented for acceptance by a Lender shall be drawn on the standard form of such Lender dated December 29, 1989, in effect at the timeby and between Cirrus Investments L.L.P., specifying the BA Interest Periodsuccessor in interest to Renco Investment Company ("Master Landlord") and Sublandlord, provided as Tenant, as amended by that Administrative Agent may require the Lenders certain Addendum to use a generic form Lease of Bankers’ Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place of the Lenders’ own forms; equal date therewith (iii) subject to subparagraph 3.1B(iv), Bankers’ Acceptances shall be signed by duly authorized officers of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ Acceptances in accordance with subparagraph 3.1B(iii), and, for so long as the power of attorney in subparagraph 3.2A is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “depository b▇▇▇” (as defined in the DBNAthe"Addendum"), and deposited with a Clearing Houseas further amended by that certain First Amendment to Lease, dated October 11, 1990, (the "First Amendment"), by that certain Second Amendment to Lease, dated for reference purposes May 15, 1992, (the "Second Amendment"), by that certain Third Amendment to Lease, dated for reference purposes, January 6, 1993, (the "Third Amendment") and by that certain Fourth Amendment to Lease, dated for reference purposes only May 4, 1994 (the "Fourth Amendment"). The Original Lease, the Addendum, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment are sometimes collectively referred to herein as the "Master Lease". A copy of the Master Lease is attached hereto as Exhibit "A" and incorporated herein by reference. Subtenant hereby assumes and agrees to perform the obligations of Tenant under the Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. Neither Sublandlord nor Subtenant shall commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Landlord under the Master Lease, and Subtenant shall indemnify and hold Sublandlord harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys' fees and court costs) by reason of any failure on the part of Subtenant to perform any of the obligations of Tenant under the Master Lease which Subtenant has become obligated hereunder to perform. In order to give effect to the foregoing, Administrative Agent will, subject to event of the approval termination of Company and Sublandlord's interest as Tenant under the Lenders (Master Lease for any reason other than Old System Issuers)for Sublandlord's breach, establish then this Sublease shall terminate automatically upon such termination without any liability of Master Landlord or Sublandlord to Subtenant. Subtenant represents and notify Company warrants to Sublandlord that it has read and the Lenders of any additional procedures, consistent is familiar with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (a) any instrument held by Administrative Agent for the purposes of Bankers’ Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “This is a depository b▇▇▇ subject to the Depository Bills and Notes Act (Canada)”; (b) any reference to the authentication of the Bankers’ Acceptance will be removed; and (c) any reference to the “bearer” will be removed and such Bankers’ Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in itMaster Lease.

Applicable Provisions. The following provisions shall apply to each Bankers’ ' Acceptance hereunder: (i) the face amount at maturity of each draft drawn by Company to be accepted as a Bankers’ ' Acceptance shall be Cdn. $100,000 Can$100,000 and integral multiples of Can$1000 in excess thereof; (ii) each draft drawn by Company and presented for acceptance by a Lender shall be drawn on the standard form of such Lender in effect at the time, specifying the BA Interest Period, ; provided that Administrative Agent may require the Lenders to use a generic form of Bankers’ ' Acceptance, in a form satisfactory to each Lender, acting reasonably, provided by Administrative Agent for such purpose in place of the Lenders’ ' own forms; (iii) subject to subparagraph 3.1B(ivSection 2.3(b)(iv), Bankers’ ' Acceptances shall be signed by duly authorized officers of Company or, in the alternative, the signatures of such officers may be mechanically reproduced in facsimile thereon and Bankers’ ' Acceptances bearing such facsimile signatures shall be binding on Company as if they had been manually executed and delivered by such officers on behalf of Company. Notwithstanding that any person whose manual or facsimile signature appears on any Bankers’ ' Acceptance may no longer be an authorized signatory for Company on the date of issuance of a Bankers’ ' Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such Bankers’ ' Acceptance shall be binding on Company; and (iv) in lieu of Company signing Bankers’ ' Acceptances in accordance with subparagraph 3.1B(iiiSection 2.3(b)(iii), and, and for so long as the power of attorney in subparagraph 3.2A Section 2.3(c) is in force with respect to a given Lender, such Lender shall execute and deliver Bankers’ ' Acceptances on behalf of Company in accordance with the provisions thereof and, for certainty, all references herein to drafts drawn by Company, Bankers’ ' Acceptances executed by Company or similar expressions shall be deemed to include Bankers’ ' Acceptances executed in accordance with a power of attorney, unless the context otherwise requires. If and for so long as the power of attorney referred to in subsection 3.2A Section 2.3(c) is in force with respect to each Lender, it is intended that pursuant to the DBNA, all Bankers’ ' Acceptances accepted by the Lenders (other than Old System Issuers) under this Agreement will be issued in the form of a “"depository b▇▇▇” ▇" (as defined in the DBNA), and deposited with a Clearing House. In order to give effect to the foregoing, Administrative Agent will, subject to the approval of Company and the Lenders (other than Old System Issuers), establish and notify Company and the Lenders of any additional procedures, consistent with the terms of this Agreement and the DBNA, as are reasonably necessary to accomplish such intention, including: (aA) any instrument held by Administrative Agent for the purposes of Bankers’ ' Acceptances will have marked prominently and legibly on its face and within its text, at or before the time of issue, the words “"This is a depository b▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”"; (bB) any reference to the authentication of the Bankers’ ' Acceptance will be removed; and (cC) any reference to the “"bearer” " will be removed and such Bankers’ ' Acceptances will not be marked with any words prohibiting negotiation, transfer or assignment of it or of an interest in it.