Common use of Miscellaneous Clause in Contracts

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provisions provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" “Party” shall mean Landlord or Tenant Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of the State in which the Leased Premises are locatedof California. The captions language in all parts of this Lease are for convenience only and shall not in all cases be construed in the construction as a whole according to its fair meaning, and not strictly for or interpretation of any provision hereofagainst either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, partnership or corporation or joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "“shall," "”, “will," ” and "“agree" ” are mandatory. The term "“may" ” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific a provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be requiredthis Lease expressly requires reimbursement. Landlord and Tenant shall both agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be deemed to have drafted correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the rule of construction that a document area is to be construed against the drafting party more or less than shown in this Lease shall not be employed result in a change in any of the construction computations of rent, improvement allowances, or interpretation of other matters described in this LeaseLease where area is a factor. Where Tenant a party hereto is obligated not to perform any act or is not permitted to perform any act, Tenant such party is also obligated to restrain any others reasonably within its controlcontrol from performing said act, including agents, invitees, contractors, subcontractors and employees, from performing the Agents of such actparty. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should (a) Guarantor further agrees that Landlord may, without notice, assign this Guaranty in whole or in part to any provisions successor to Landlord’s interest under the Lease. If Landlord disposes of its interest in the Lease, “Landlord,” as used in this Guaranty, shall mean Landlord’s successors and assigns; provided, however, in the event of any such assignment of this Lease prove Guaranty by Landlord, Guarantor shall have no obligation hereunder to Landlord’s successors or assigns until such time as Guarantor shall have received written notice from Landlord of any such assignment. (b) Guarantor promises to pay all of Landlord’s expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Landlord in enforcing the terms and conditions of this Guaranty. (c) Guarantor shall, from time to time within ten (10) business days after receipt of Landlord’s written request therefor, but not more than once per calendar year during the Term (except that such obligation shall not be invalid subject to a once per year annual limitation in the event of (i) a Default by Tenant under the Lease, (ii) a default by Guarantor hereunder, (iii) a potential sale or illegalfinancing of the Premises by Landlord), execute, acknowledge and deliver to Landlord a statement certifying that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications). Such certificate may be relied upon by any prospective purchaser, lessor or lender of all or a portion of the Premises and/or Property. (d) If any portion of this Guaranty shall be deemed invalid, unenforceable or illegal for any reason, such invalidity invalidity, unenforceability or illegality shall in no way affectnot affect the balance of this Guaranty, impair or invalidate any other provisions hereof, and such remaining provisions which shall remain in full force and effect. Time is of the essence with respect effect to the performance of every provision maximum permitted extent. (e) The provisions, covenants and guaranties of this Lease Guaranty shall be binding upon Guarantor and its successors and assigns, 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 which time of performance is a factor. Any copy of this Lease which is writing, executed by Landlord or its successors and assigns, and delivered to Guarantor. (f) Whenever the parties words “include”, “includes”, or “including” are used in this Guaranty, they shall be deemed an original for all purposes. This Lease shallto be followed by the words “without limitation”, subject to and, whenever the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord circumstances or Tenant as the context implies. If Tenant consists of more than one person or entityrequires, then all members of Tenant shall be jointly and severally liable hereunder. This Lease 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. (g) 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. (h) The provisions of this Guaranty shall be governed by and interpreted solely in accordance with the Laws internal laws of the State in which of Illinois, without giving effect to the Leased Premises are located. principles of conflicts of law. (i) The captions in execution of this Guaranty prior to execution of the Lease are for convenience only and shall not be construed in invalidate this Guaranty or lessen the construction or interpretation Obligations of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required Guarantor hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should This Lease has been freely and fairly negotiated, and all provisions shall be interpreted according to their fair meaning and shall not be strictly construed against any provisions party. While nothing contained in this Lease should be deemed or construed to constitute an extension of credit by Landlord to Tenant, if a portion of any payment made to Landlord is deemed to violate any applicable laws regarding usury, such portion shall be held by Landlord to pay the future obligations of Tenant as such obligations arise and if Tenant discharges and performs all obligations hereunder, such funds will be reimbursed (without interest) to Tenant on the Termination Date. If any part of this Lease prove shall be determined to be invalid or illegalunenforceable, such invalidity or illegality the remainder shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain nevertheless continue in full force and effect. Time is of the essence with respect essence, and whenever action must be taken (including the giving of notice or the delivery of documents) hereunder during a certain period of time or by a particular date that ends or occurs on a Saturday, Sunday or federal holiday, then such period or date shall be extended until the immediately following business day. Whenever the words “including”, “include” or “includes” are used in this Lease, they shall be interpreted in a non-exclusive manner as though the words “without limitation” immediately followed. Whenever the words day or days are used in this Lease, they shall mean “calendar day” or “calendar days” unless expressly provided to the performance contrary. The titles and headings in this Lease are for convenience of every provision reference only and shall not in any way affect the meaning or construction of any provision. Unless otherwise expressly provided, references to any “Section” mean a section of this Lease in which time (including all subsections), to any “Exhibit” or “Schedule” mean an exhibit or schedule attached hereto or to “Medicare” or “Medicaid” include any successor program. If more than one Person is Tenant hereunder, their liability and obligations hereunder shall be joint and several. Promptly upon the request of performance is either party and at its expense, the parties shall prepare, enter into and record a factor. Any copy suitable short form memorandum of this Lease. This Lease which is executed by (a) contains the entire agreement of the parties (together with the Transfer Agreement) as to the subject matter hereof and supersedes all prior or contemporaneous verbal or written agreements or understandings, (b) may be executed in several counterparts, each of which shall be deemed an original for original, but all purposes. This Lease shallof which shall constitute one and the same document, subject (c) may only be amended by a writing executed by the parties, (d) shall inure to the provisions regarding assignment, apply to benefit of and bind be binding upon the respective heirs, successors, executors, administrators successors and permitted assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entityparties, then all members of Tenant (e) shall be jointly governed by and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws internal laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityArkansas, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something (f) incorporates by this Lease, it shall do so at its sole cost reference any Exhibits and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseSchedules attached hereto.

Miscellaneous. Should 18.1 The Cardholder shall not, and the Cardmember shall ensure and procure that the Cardholder shall not, use any provisions Card for any unlawful purpose (including the purchase of any goods or services which would contravene any law). 18.2 The Cardmember and each Cardholder shall pay and reimburse DBS on demand (on a full indemnity basis) all costs fees and expenses incurred by DBS in recovering or attempting to recover any Card and/or any sum due to DBS on any Card Account or under or in connection with this Lease prove Agreement. 18.3 Any request or instruction to DBS shall be in writing and shall be signed by the Cardmember or the Cardholder provided nevertheless that DBS may but shall not be obliged to accept and act on any instruction or request by electronic mail, facsimile transmission or through the telephone, which is believed by the officer or employee of DBS attending to such instruction or request to have been given or made or authorised by the Cardmember or any Cardholder notwithstanding that such instruction or request may not have been given or made or authorised by the Cardmember or Cardholder, or that such instruction may not be confirmed in writing by the Cardmember or the Cardholder, or regardless of any fraud that may exist in relation to such instruction or request. DBS shall not be liable for any loss or damage suffered as a consequence of its acting on or acceding to any such instruction or request, and the Cardmember and/or the Cardholder will indemnify DBS against any and all losses, claims, proceedings, damages, expenses and costs (on a full indemnity basis) howsoever incurred or sustained by DBS arising out of or in connection with any instruction from or purportedly from the Cardmember or the Cardholder or the Cardmember’s authorised signatories. 18.4 Neither the acceptance or approval by DBS of any instruction or arrangement for any monthly or periodic payment of any charge of any Merchant by monthly or periodic deduction effected on any Card Account or in respect of any monthly or periodic Card Transaction nor the execution by DBS of any such deduction in respect of any month or period shall impose upon DBS any obligation to effect such deduction in respect of each and every month or period and DBS shall not be liable for any loss or damage suffered or incurred as a consequence of any failure or neglect by DBS to effect any deduction or Card Transaction in respect of any one or more month(s) or period(s). 18.5 Without prejudice to DBS’s right to serve process in any other manner permitted by law, DBS may effect personal service on the Cardmember or any Cardholder of any writ, summons or other process or document by leaving it at or sending it by ordinary post to the Specified Address or the Cardmember’s or Cardholder’s address last known to DBS (whether to a post office box or to a place of residence or business or otherwise). Such process shall be deemed validly served on the Cardmember or the Cardholder immediately, if so left, or on the day immediately following the date of despatch, if sent by post (and the Cardmember and Cardholder respectively agrees that the Cardmember/Cardholder (as the case may be) shall be deemed to have adequate and sufficient notice of such process). 18.6 DBS may at its sole discretion make available to the Cardmember or any Cardholder from time to time additional benefits, services or programmes in connection with the use of any Card. Such benefits, services or programmes shall nevertheless not form part of DBS’s legal relationship with and obligations to the Cardmember or any Cardholder and DBS may modify or withdraw any such benefits, services or programmes at any time without notice or liability to the Cardmember or any Cardholder. 18.7 The use of any Card is also subject to other terms and conditions governing the use of other facilities or benefits which may from time to time be made available. 18.8 Any forbearance or failure or delay by DBS in exercising any right, power or remedy shall not be deemed to be invalid a waiver or illegala partial waiver of such right, power or remedy unless such invalidity rights, powers or illegality shall remedies are specifically waived by DBS in no way affectwriting. 18.9 Where by any arrangement between any Cardmember and any financial institution, impair any payment is to be made to DBS for the credit of any Card Account, whether at regular intervals or invalidate any other provisions hereofotherwise, and such remaining provisions shall remain in full force that Card Account is terminated and effect. Time another Card Account is of the essence established with respect to any Card issued in replacement of the performance Card to which first-mentioned Card Account relates whether as a consequence of every provision loss or otherwise, that arrangement shall subsist and continue in relation to that other Card Account in substitution of this Lease the first-mentioned Card Account as from the date when the first Account Statement with respect to that other Card Account is sent to the Cardmember or when the first electronic statement is made accessible to the Cardholder through the DBS internet banking service (and/or such other channel(s) as DBS may designate from time to time by notice in which time of performance writing to the Cardmember), whichever is a factor. Any copy of this Lease which is executed by the parties applicable. 18.10 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of Singapore. The Cardmember and all Cardholders submit themselves to the nonexclusive jurisdiction of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any Courts of the provisions Republic of Singapore with respect to any claim or dispute concerning or arising from this LeaseAgreement or any Card Transaction.

Miscellaneous. Should any provisions 13.01 This Licence will enure to the benefit of and be binding on the parties and their respective heirs, executors, successors and permitted assigns. 13.02 The laws of British Columbia will govern the interpretation of this Lease prove Licence and the performance of the Licensee’s obligations under this Licence. 13.03 Any non-statutory power conferred or duty imposed on the Regional Executive Director or District Manager under this Licence may be exercised or fulfilled by any person authorized to do so by the Regional Executive Director or District Manager. 13.04 Any Schedules, Exhibit “A” map(s) or attachments referenced in, or attached to this Licence are an integral part of this agreement as if set out in the body of this agreement, and the Licensee will comply with all the terms in the Schedules. 13.05 If there is a conflict between the Workers Compensation Act or a regulation under that Act, and a provision of this Licence, the Workers Compensation Act, or the regulations made under that Act, prevails, and the Licensee must immediately notify the District Manager of the conflict and follow any direction given by the District Manager with respect to the conflict, provided such direction is consistent with the Workers Compensation Act and the regulations under that Act. 13.06 Nothing in this Licence authorizes the Licensee to in any way restrict the Government's right of access to the Licence areas or a road permit or the right of any other authorized entrant, user or occupier of these areas. 13.07 This Licence is the entire agreement between the parties as to the matters set out in this Licence, and all previous promises, representations or agreements between the parties, whether oral or written, are deemed to have been replaced by this Licence. 13.08 Unless otherwise defined in this Licence, if a word or phrase used in this Licence is defined in the legislation described in paragraph 14.02, the definition in the legislation applies to this Licence, and where the word or phrase in the legislation is replaced by a new word or phrase, this Licence is deemed to have been amended accordingly. 13.09 If any provision in this Licence is found to be invalid or illegalunenforceable by a court of law, such invalidity the remainder of this Licence is separately valid and enforceable to the fullest extent permitted by law. 13.10 The Licensee acknowledges that any information released to the Licensee by the Regional Executive Director, District Manager or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is the Government about the nature of the essence with respect Licence area or the quality or quantity of timber, is not to the performance of every provision be relied upon. Execution of this Lease in which time of performance is a factor. Any copy of this Lease which is executed Licence by the parties shall be deemed Licensee is an original for all purposes. This Lease shall, subject to absolute release by the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws Licensee of the State Regional Executive Director or District Manager and the Crown from any claim that the Licensee may have in which respect of the Leased Premises are located. nature of the Licence area or the quality or quantity of timber. 13.11 The captions licensee, excluding those holding the licence in this Lease are for convenience only their individual capacity or as a First Nation recorded in Indigenous and shall not Northern Affairs Canada Registration System, must be construed in registered to do business under the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityBusiness Corporations Act, and the singular includes licensee maintain such registration in good standing throughout the plural. The term of the licence. 13.12 This document contains the entire agreement and no additional terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseimplied.

Miscellaneous. Should All notices, demands, requests, consents, approvals and other communications required or permitted hereunder shall be given in accordance with the notice provisions set forth in the Loan Agreement. No delay or omission on the Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender's action or inaction impair any such right or power. No modification, amendment or waiver of any provision of this Note nor consent to any departure by the Borrowers therefrom will be effective unless made in a writing signed by the Lender. The Borrowers jointly and severally agree to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Lender in the enforcement of its rights in this Note and in any security therefor, including, without limitation, reasonable fees and expenses of the Lender's counsel. If any provision of this Note is found to be invalid by a court, all the other provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall Note will remain in full force and effect. Time is of the essence with respect to the performance of every provision The Borrowers and all other makers and endorsers of this Lease in which time Note hereby forever waive presentment, protest, notice of performance is a factordishonor and notice of non-payment. Any copy The Borrowers also waive all defenses based on suretyship or impairment of collateral. If this Lease which Note is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person Borrower, the obligations of such persons or entity, then all members of Tenant shall entities hereunder will be jointly joint and severally liable hereunderseveral. This Lease Note shall be construed bind the Borrowers and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only their respective successors and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityassigns, and the singular includes benefits hereof shall inure to the pluralbenefit of the Lender and its successors and assigns; provided, however, that the Borrowers may not assign this Note in whole or in part without the Lender's written consent and the Lender at any time may assign this Note in whole or in part at any time. The terms "must," "shall," "will," This Note has been delivered to and "agree" are mandatory. The term "may" is permissive. When a party is required to do something accepted by this Lease, it shall do so at its sole cost the Lender and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both will be deemed to have drafted be made in the Commonwealth of Pennsylvania. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE LENDER AND THE BORROWERS DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. The Borrowers hereby irrevocably consent to the jurisdiction of any state or federal court in the county or judicial district where the Lender's office indicated above is located; provided that nothing contained in this LeaseNote will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the Borrowers, against any security or against any property of the Borrowers within the other county, state or other foreign or domestic jurisdiction. The Borrowers acknowledge and agree that the venue provided above is the most convenient forum for both the Lender and the rule of construction that Borrowers. The Borrowers waive any objection to venue and any objection based on a document is to be construed against the drafting party shall not be employed more convenient forum in the construction or interpretation of any action instituted under this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseNote.

Miscellaneous. Should 32.1 Nothing contained in this Lease shall be deemed or construed as creating a partnership or joint venture between Landlord and Tenant or between Landlord and any provisions other party, or cause Landlord to be in any manner responsible for the debts or obligations of Tenant, or any other party. The covenants in this Lease are made between the parties to the Lease and shall not be deemed or construed as creating any rights in any other party claiming to be a third party beneficiary of this agreement. 32.2 If any provision of this Lease prove shall be determined to be invalid void or illegalvoidable by any court of competent jurisdiction, such invalidity or illegality determination shall in no way affect, impair or invalidate not affect any other provisions hereof, provision of this Lease and all such remaining other provisions shall remain in full force and effect. Time It is the intention of the essence parties hereto that if any provision of this Lease is capable of two constructions, one of which would render the provision void or voidable and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 32.3 If Tenant hereunder is a corporation or partnership, the parties executing this Lease on behalf of Tenant represent and warrant to Landlord that: they are authorized to enter into this Lease; this Lease is executed in the usual course of business of Tenant and that neither the corporate Articles nor Bylaws of Tenant or any partnership agreement of Tenant, as the case may be, require the consent of its shareholders or partners, as applicable, thereto; Tenant is a valid and existing corporation or partnership, as applicable; all things necessary to qualify Tenant to do business in California have been accomplished prior to the date of this Lease; all franchise and other taxes have been paid to the date of this Lease; all forms, reports, fees, and taxes required to be filed or paid by Tenant in compliance with all Legal Requirements will be filed and paid when due. 32.4 The entire agreement between the parties hereto is set forth in this Lease, and any agreement hereafter made shall be ineffective to change, modify, alter or discharge it in whole or in part unless such agreement is in writing and signed by both parties hereto. It is further understood that there are no oral agreements between the parties hereto affecting this Lease, and that this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the performance subject matter of every provision this Lease, and none of the same shall be available to interpret or construe this Lease. All negotiations and oral agreements acceptable to both parties hereto have been merged into and are included in this Lease. 32.5 Landlord reserves the absolute right to effect such other tenancies in the Center. Tenant does not rely on the fact nor does Landlord represent that any specific tenant or number of tenants shall during the term of this Lease occupy any space in which time any Building. 32.6 The laws of the State of California shall govern the validity, performance and enforcement of this Lease. Should either party institute legal suit or action for enforcement of any obligation herein, it is agreed that the venue of such suit or action shall be in Alameda County, California, and Tenant expressly consents to Landlord's designating Alameda County as the venue of any such suit or action. 32.7 A waiver of any breach or default shall not be a factorwaiver of any other breach or default. Any copy Landlord's consent to or approval of, any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent similar act by Tenant. The acceptance by Landlord of any rental or other payments due hereunder with knowledge of the breach of any of the covenants of this Lease by Tenant shall not be construed as a waiver of any such breach. The acceptance at any time or times by Landlord of any sum less than that which is executed required to be paid by the parties shall Tenant shall, unless Landlord specifically agrees otherwise in writing, be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws have been received only on account of the State in obligation for which the Leased Premises are located. The captions in this Lease are for convenience only it is paid, and shall not be construed deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or contained in a letter of transmittal. 32.8 Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, failure of power, governmental restrictions, regulations or controls, enemy or hostile governmental action, riot, civil commotion, fire or other casualty, inclement weather beyond seasonal norm and other causes of a like nature beyond the construction reasonable control of the party obligated to perform (any such event being "FORCE MAJEURE"), shall excuse the performance by such party for a period equal to any such prevention, delay or interpretation of stoppage, except that Tenant's obligations to pay Rent and any provision hereof. When the context of other sums or charges specifically due and payable pursuant to this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseaffected thereby.

Miscellaneous. Should 18.1 The Cardholder shall not, and the Cardmember shall ensure and procure that the Cardholder not, use any provisions Card for any unlawful purpose (including the purchase of services for entertainment purposes and/or of any goods or services which would contravene any law). 18.2 The Cardmember shall pay and reimburse DBS on demand (on a full indemnity basis) all costs fees and expenses incurred by DBS in recovering or attempting to recover any Card and/or any sum due to DBS on any Card Account or under or in connection with this Lease prove Agreement. 18.3 Any request or instruction to DBS shall be in writing and shall be signed by the Cardmember or the Cardholder provided nevertheless that DBS may but shall not be obliged to accept and act on any instruction or request by electronic mail, facsimile transmission or through the telephone, which is believed by the officer or employee of DBS attending to such instruction or request to have been given or made or authorised by the Cardmember or any Cardholder notwithstanding that such instruction or request may not have been given or made or authorised by the Cardmember or Cardholder, or that such instruction may not be confirmed in writing by the Cardmember or the Cardholder, or regardless of any fraud that may exist in relation to such instruction or request. DBS shall not be liable for any loss or damage suffered as a consequence of its acting on or acceding to any such instruction or request, and the Cardmember and/or the Cardholder will indemnify DBS against any and all losses, claims, proceedings, damages, expenses and costs (on a full indemnity basis) howsoever incurred or sustained by DBS arising out of or in connection with any instruction from or purportedly from the Cardmember or the Cardholder or the Cardmember’s authorised signatories. 18.4 Neither the acceptance or approval by DBS of any instruction or arrangement for any monthly or periodic payment of any charge of any Merchant by monthly or periodic deduction effected on any Card Account or in respect of any monthly or periodic Card Transaction nor the execution by DBS of any such deduction in respect of any month or period shall impose upon DBS any obligation to effect such deduction in respect of each and every month or period and DBS shall not be liable for any loss or damage suffered or incurred as a consequence of any failure or neglect by DBS to effect any deduction or Card Transaction in respect of any one or more month(s) or period(s). 18.5 Any and all Card Account Statements, notices (including notification of any amendments to this Agreement) or demands of DBS may be sent to the Cardmember or any Cardholder post, facsimile transmission, electronic mail or through the Internet or any electronic medium selected by us to the Specified Address. Any statement notice or demand to the Cardmember or any Cardholder so sent or despatched shall be effective and deemed to have been received by the Cardmember or Cardholder, as the case may be: 18.5.1 on the day immediately following the date of despatch, if sent by letter; or 18.5.2 immediately on despatch if sent by facsimile transmission, electronic mail or through the Internet or any electronic medium selected by DBS, notwithstanding that it is not received by the Cardmember or the Cardholder or returned undelivered. 18.6 DBS may at its sole discretion make available to the Cardmember or any Cardholder from time to time additional benefits, services or programmes in connection with the use of any Card. Such benefits, services or programmes shall nevertheless not form part of DBS’s legal relationship with and obligations to the Cardmember or any Cardholder and DBS may modify or withdraw any such benefits, services or programmes at any time without liability to the Cardmember or any Cardholder. 18.7 The use of any Card is also subject to other terms and conditions governing the use of other facilities or benefits which may from time to time be made available. 18.8 Any forbearance or failure or delay by DBS in exercising any right, power or remedy shall not be deemed to be invalid a waiver or illegala partial waiver of such right, power or remedy unless such invalidity rights, powers or illegality shall remedies are specifically waived by DBS in no way affectwriting. 18.9 Where by any arrangement between any Cardmember and any financial institution, impair any payment is to be made to DBS for the credit of any Card Account, whether at regular intervals or invalidate any other provisions hereofotherwise, and such remaining provisions shall remain in full force that Card Account is terminated and effect. Time another Card Account is of the essence established with respect to any Card issued in replacement of the performance Card to which first-mentioned Card Account relates whether as a consequence of every provision loss or otherwise, that arrangement shall subsist and continue in relation to that other Card Account in substitution of this Lease the first-mentioned Card Account as from the date when the first Card Account Statement with respect to that other Card Account is sent to the Cardmember or when the first electronic statement is made available to the Cardholder through the DBS internet banking service (and/or such other channel(s) as DBS may designate from time to time by notice in which time of performance writing to the Cardmember), whichever is a factor. Any copy of this Lease which is executed by the parties applicable. 18.10 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of Singapore. The Cardmember and all Cardholders submit themselves to the non exclusive jurisdiction of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any Courts of the provisions Republic of Singapore with respect to any claim or dispute concerning or arising from this LeaseAgreement or any Card Transaction.

Miscellaneous. Should a. This Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. b. All rights and remedies of Landlord and Tenant under this Lease shall be cumulative and none shall exclude any provisions other rights or remedies allowed by law. This Lease is declared to be a Tennessee contract, and all of the terms hereof shall be construed according to the laws of the State of Tennessee. c. This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. d. If Tenant is a corporation, partnership, limited liability company or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors, partners or members) for the execution, delivery and performance of this Lease prove have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. e. To the extent permitted by applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenant, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage. In the event Landlord commences any proceedings for nonpayment of rent or any other amounts payable hereunder, Tenant shall not interpose any counterclaim of whatever nature or description in any such proceeding, unless the failure to raise the same would constitute a waiver thereof. This shall not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action brought by Tenant. f. If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or illegalunenforceable, the remainder of this Lease, or the application of such invalidity provision to persons or illegality circumstances other than those as to which it is invalid or unenforceable, shall in no way affect, impair or invalidate any other provisions hereofnot be affected thereby, and such remaining provisions each provision of this Lease shall remain in full force be valid and effect. shall be enforceable to the extent permitted by law. g. Time is of the essence in this Lease. h. Tenant represents and warrants to Landlord that Tenant did not deal with respect any broker in connection with this Lease. Tenant shall indemnify, defend and hold Landlord harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (including, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) arising from any claims or demands of any other broker or brokers or finders for any commission alleged to be due such other broker or brokers or finders claiming to have dealt with Tenant in connection with this Lease or with whom Tenant hereafter deals or whom Tenant employs. i. If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the performance liability hereunder of every provision all such persons, corporations, partnerships or other entities shall be joint and several. j. Landlord’s receipt of any monetary amount due hereunder (including Base Rental and Additional Rental) payable by Tenant hereunder with knowledge of the breach of a covenant or agreement contained in this Lease shall not be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the full and complete installment of monetary amount due under this Lease (including Base Rental and Additional Rental) which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease. k. Submission of this instrument for examination shall not constitute a reservation of or option to lease the Premises or in any manner bind Landlord, and no lease or obligation on Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant. 1. Any claim, cause of action, liability or obligation arising under the term of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to and under the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns hereof in favor of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from hereto against or obligating the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, hereto and all of Tenant’s indemnification obligations hereunder shall survive the consent of expiration or any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions earlier termination of this Lease.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegalSection 10.1. TRUST NOT A PARTNERSHIP, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereofEXCEPT FOR INCOME TAX PURPOSES; TAX MATTERS PARTNER. (a) This Agreement creates a trust and not a partnership, and such remaining provisions no Trustee shall remain in full force and effecthave any power to bind personally either the Trust's officers or any Holder. Time Notwithstanding the foregoing, it is of intended that the essence with respect to the performance of every provision of this Lease in which time of performance Trust, or each Portfolio if there is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entityPortfolio, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are classified as a partnership for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityincome tax purposes, and the singular includes Trustees shall do all things that they, in their sole discretion, determine are necessary to achieve that objective, including (if they so determine) electing such classification on Internal Revenue Form 8832. Any Trustee is hereby authorized to sign such form on behalf of the pluralTrust or any Portfolio, and the Trustees may delegate such authority to any executive officer(s) of any Portfolio's investment adviser. The terms Trustees, in their sole discretion and without the vote or consent of the Holders, may amend this Agreement to ensure that this objective is achieved. (b) The Trustees annually shall designate for each Portfolio a "must,Tax Matters Partner" under Section 6231(a)(7) of the Code. A Portfolio's Tax Matters Partner shall have all the powers and responsibilities of such position as provided in the Code, provided it (1) shall promptly furnish the Internal Revenue Service with information sufficient to cause each Holder in that Portfolio to be treated as a "shall,notice partner" "will," as defined in Section 6231(a)(8) of the Code, (2) shall not file any action or suit or extend any statute of limitations relating to Portfolio tax matters without first notifying each such Holder and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, obtaining the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this LeaseHolders owning more than 50% of all Interests in that Portfolio, and the rule of construction that a document is to be construed against the drafting party (3) shall not settle any action or suit relating to Portfolio tax matters without first notifying all Holders in that Portfolio and obtaining the consent of Holders owning at least 75% of all Interests therein. Reasonable expenses incurred by the Tax Matters Partner, in its capacity as such, will be employed treated as Portfolio expenses. Any Holder in a Portfolio shall have the construction or interpretation right to participate in any administrative proceedings relating to the determination of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasepartnership tax items at that Portfolio's level.

Miscellaneous. Should (A) No waiver of any provision, right, or remedy contained in this Agreement, including the terms of this Section, is binding on, or effective against, a party unless expressly stated in writing and signed by such party’s authorized representative. Each party agrees that no right or remedy provided for in this Agreement can be waived through course of dealing, course of performance, or trade usage and that reliance on any waiver without the other party’s written consent is unreasonable. Waiver of any breach will be limited to the specific breach so waived and will not be construed as a waiver of any subsequent breach. A party’s approval or consent to any action proposed by the other will not be considered an agreement to the propriety, fitness, or usefulness of the proposed action, and will not affect the proposing party’s obligation to strictly comply with this Agreement and all related Orders. (B) Seller may not assign this Agreement, or any Order issued under this Agreement, or subcontract or delegate any part of Services to be performed on Buyer’s premises without Buyer’s prior written consent. Consent will not relieve Seller from any obligations under this Agreement or any Order. Any transferee or subcontractor will be considered ▇▇▇▇▇▇’s agent and, as between ▇▇▇▇▇ and Seller, Seller will remain liable as if no such transfer or subcontract had been made. Any attempted assignment, subcontract, or delegation in violation of this Section is void; however, this Agreement and the terms and conditions contained herein are enforceable against Seller’s successors and permitted assigns. (C) ▇▇▇▇▇’s remedies under this Agreement are cumulative and in addition to any other remedies available to Buyer, whether at law, equity, or otherwise. (D) If any provision or part of a provision in this Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall the Agreement will remain in full force and effect. Time is of the essence . (E) At all times, Seller will be an independent contractor with respect to the Goods and Services and not an agent or employee of Buyer. Any Services provided by Seller will be carried on by Seller according to its own methods subject only to specifications and agreements outlined in this Agreement or any applicable Order. Seller will have full and exclusive control of its employees engaged in performance of every Services or manufacture and/or delivery of Goods. (F) Any notice, request, demand, or other communication from one party to the other required or permitted to be given under this Agreement will be sent to the address for each party indicated on the applicable Order and (i) delivered in person; (ii) sent by overnight service (signature required); or (iii) sent via email with confirmation of delivery. All notices will be effective on the date of receipt. Parties may change such notice addresses upon written notice to the other party. In the case of notice to ▇▇▇▇▇, please also send a copy to: (G) Other than as set forth in this Agreement, neither party will be liable for delays in performance caused by acts of God, strikes or labor disturbances, pandemics, or epidemics, or other delays in performance due to any event beyond the party’s control. If any such event occurs, the period for the party’s performance affected by the event will be extended for such period as reasonably required under the circumstances. (H) No provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to Agreement may be construed against either party as the drafting party shall not be employed in the construction or interpretation party. The English language version of this Lease. Where Tenant is obligated not to perform Agreement will govern over any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasetranslations.

Miscellaneous. Should any provisions provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "partyParty" shall mean Landlord or Tenant Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of the State in which the Leased Premises are locatedof California. The captions language in all parts of this Lease are for convenience only and shall not in all cases be construed in the construction as a whole according to its fair meaning, and not strictly for or interpretation of any provision hereofagainst either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, partnership or corporation or joint venture, or other form of business entity, and the singular includes the plural. The terms "must," shall"shall," , "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific a provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be requiredthis Lease expressly requires reimbursement. Landlord and Tenant shall both agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be deemed to have drafted correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the rule of construction that a document area is to be construed against the drafting party more or less than shown in this Lease shall not be employed result in a change in any of the construction computations of rent, improvement allowances, or interpretation of other matters described in this LeaseLease where area is a factor. Where Tenant a party hereto is obligated not to perform any act or is not permitted to perform any act, Tenant such party is also obligated to restrain any others reasonably within its controlcontrol from performing said act, including agents, invitees, contractors, subcontractors and employees, from performing the Agents of such actparty. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect11.1. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws internal laws of the State of New York; provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern. 11.2. Nothing expressed or implied herein is intended or shall be construed to confer upon or give any person, firm, trust, or corporation other than the parties and their respective successors and assigns any rights or remedies under or by reason of this Agreement. 11.3. PACE Trust acknowledges that Target Trust is a Business Trust. This Agreement is executed by Target Trust on behalf of Target and by its trustees and/or officers in their capacities as such, and not individually. Target Trust's obligations under this Agreement are not binding on or enforceable against any of its trustees, officers, or shareholders but are only binding on and enforceable against Target's assets and property; and a trustee of Target Trust shall not be personally liable hereunder to PACE Trust or its trustees or shareholders for any act, omission, or obligation of Target Trust or any other trustee thereof. PACE Trust agrees that, in asserting any rights or claims under this Agreement on behalf of Acquiring Fund, it shall look only to Target's assets and property in settlement of such rights or claims and not to such trustees, officers, or shareholders. 11.4. A trustee of PACE Trust shall not be personally liable hereunder to Target Trust or its trustees or shareholders for any act, omission, or obligation of PACE Trust or any other trustee thereof. Target Trust agrees that, in asserting any claim against PACE Trust or its trustees, it shall look only to Acquiring Fund's assets for payment under such claim; and neither the shareholders nor the trustees of PACE Trust, nor any of their agents, whether past, present, or future, shall be personally liable therefor. 11.5. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the Leased Premises are locatedsame agreement, and shall become effective when one or more counterparts have been executed by each Investment Company and delivered to the other party hereto. The captions headings contained in this Lease Agreement are for convenience reference purposes only and shall not be construed affect in any way the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction meaning or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseAgreement.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality (a) The Depositary shall in have only those duties as are specifically and expressly provided herein and no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties duties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenantimplied. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only Depositary may rely upon and shall not be construed in liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the construction or interpretation Escrow Agent without inquiry and without requiring substantiating evidence of any provision hereofkind. When The Depositary shall be under no duty to inquire into or investigate the context validity, accuracy or content of this Lease requiresany such document, notice, instruction or request. The Depositary shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Depositary may act in reliance upon any signature believed by it to be genuine and may assume that any person purporting to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Depositary shall have no duty to solicit any payments, including, without limitation, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. Deposits. (b) The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party Depositary shall not be employed responsible for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or for the construction failure by the Escrow Agent or interpretation of this Lease. Where Tenant is obligated not any other person or entity (other than the Depositary) to perform any act of its obligations hereunder (whether or is not permitted the Depositary shall have any knowledge thereof) and the Depositary shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Depositary’s gross negligence or willful misconduct was the primary cause of any loss. The Depositary may execute any of its powers and perform any actof its duties hereunder directly or through attorneys, Tenant is also obligated and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney. The Depositary may consult with counsel, accountants and other skilled persons to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors be selected and employees, from performing such actretained by it. Landlord The Depositary shall not become be liable for any action taken, suffered or omitted to be deemed a partner taken by it in accordance with, or a joint venturer in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Depositary shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with Tenant by reason of any of the provisions of this LeaseAgreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held hereunder until it shall be given a direction in writing by the Escrow Agent which eliminates such ambiguity or uncertainty to the satisfaction of Depositary or by a final and non-appealable order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Depositary be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, whether or not foreseeable suffered by the Escrow Agent or any of the Receiptholders in connection with this Agreement or the transactions contemplated or any relationships established by this Agreement), even if the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. In the event of any conflict or inconsistency between any provision in this Agreement and a provision in any other document, the provisions of this Agreement shall control. (c) The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents); (i) shall have no duties or responsibilities under this Agreement except those expressly set forth in this Agreement; (ii) shall not be responsible to the Depositary for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or the Escrow and Paying Agent Agreement or for the failure by the Depositary or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (iii) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). (d) (i) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Depositary to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Escrow Agent acknowledges that Section 326 of the USA PATRIOT Act and the Depositary’s identity verification procedures require the Depositary to obtain information which may be used to confirm the Escrow Agent’s identity including without limitation name, address and organizational documents (“identifying information”). The Escrow Agent agrees to provide the Depositary with and consent to the Depositary obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Depositary. (ii) Depositary agrees that upon the reasonable request of the Escrow Agent, it will provide to the Escrow Agent such information and documents as the Escrow Agent may require (x) to satisfy applicable anti-money laundering laws and regulations, including the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable U.S. anti-money laundering laws and regulations (collectively, the “anti-money laundering/OFAC laws”), or (y) to meet the requirements of the Escrow Agent’s internal know your customer policies and procedures adopted in accordance with the anti-money laundering/OFAC laws.

Miscellaneous. Should any provisions (a) If the Fair Value of the property to be released from the lien of this Lease prove Indenture in accordance with any provision of this Article plus the Fair Value of all other property released since the commencement of the then current calendar year, as set forth in the certificates required by this Indenture, is ten percent (10%) or more of the aggregate principal amount of the Bonds at the time Outstanding, an Independent Expert shall be required to make the certifications in the Expert’s Certificate required pursuant to this Article as to the Fair Value of the property to be invalid or illegalreleased and as to the nonimpairment of the security under this Indenture. Notwithstanding the previous sentence, an Expert’s Certificate shall not be required to be made by an Independent Expert in the case of any release of property if the Fair Value of such property to be released, as set forth in the certificates required by this Indenture, is a De Minimis Amount. To the extent that the Fair Value of any property to be released from the lien of this Indenture shall be stated in an Independent Expert’s Certificate, such invalidity or illegality Fair Value shall not be required to be stated in no way affect, impair or invalidate any other provisions hereofExpert’s Certificate delivered in connection with such release. (b) No release of property from the lien of this Indenture effected in accordance with the provisions, and such remaining provisions in compliance with the conditions, set forth in this Article and in Sections 1.04 and 1.05 shall remain be deemed to impair the security of this Indenture in full force and effect. Time is contravention of any provision hereof. (c) If the essence Mortgaged Property shall be in the possession of a receiver or trustee, lawfully appointed, the powers hereinbefore conferred upon the Company with respect to the performance release of every any part of the Mortgaged Property or any interest therein or the withdrawal of cash may be exercised, with the approval of the Trustee, by such receiver or trustee, notwithstanding that an Event of Default may have occurred and be continuing, and any request, certificate, appointment or approval made or signed by such receiver or trustee for such purposes shall be as effective as if made by the Company or any of its officers or appointees in the manner herein provided; and if the Trustee (or its nominee) shall be in possession of the Mortgaged Property under any provision of this Lease Indenture, then such powers may be exercised by the Trustee (or its nominee), acting at the written direction by the Holders of at least a majority in which time aggregate principal amount of performance is a factor. Any copy the Bonds then Outstanding, notwithstanding that an Event of Default may have occurred and be continuing. (d) If the Company shall retain any interest in any property released from the lien of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shallIndenture as provided in Section 8.03, subject to the provisions regarding assignment8.04 or 8.05, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord Indenture shall not become or be, or be deemed required to become or be, a partner Lien upon such property or a joint venturer with Tenant by reason such interest therein or any improvements, extensions or additions to such property or renewals, replacements or substitutions of or for such property or any part or parts thereof or any proceeds of any of the foregoing unless the Company shall execute and deliver to the Trustee an indenture supplemental hereto, in recordable form, containing a grant, conveyance, transfer and mortgage thereof. As used in this subsection, the terms “improvements”, “extensions” and “additions” shall be limited as set forth in Section 13.01. (e) Notwithstanding the occurrence and continuance of an Event of Default, the Trustee may release from the lien hereof any part of the Mortgaged Property or permit the withdrawal of cash, upon compliance with the other conditions specified in this Article in respect thereof. (f) No purchaser or grantee of property purporting to have been released hereunder shall be bound to ascertain the authority of the Trustee to execute the release, or to inquire as to any facts required by the provisions hereof for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this LeaseArticle to be sold, granted, exchanged, dedicated or otherwise disposed of, be under obligation to ascertain or inquire into the authority of the Company to make any such sale, grant, exchange, dedication or other disposition.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence with respect to this Lease Agreement. (b) This Lease Agreement, when signed by both parties, constitutes the performance entire agreement between the parties, superseding and replacing all prior documents and representations with respect to the subject matter hereof. It may only be amended by a document signed by both parties. The terms of every any documents submitted by Lessee are superseded and replaced in their entirety by the terms and conditions of this Lease Agreement and shall have no binding effect upon Lessor, its agents, and its employees. Acknowledgement by Lessor of any Lessee documents shall be only for Lessee’s billing purposes only. (c) Lessee shall not assign this Lease Agreement or sublet the Equipment without the prior written consent of Lessor. This Lease Agreement shall be binding upon any assignee or successor of Lessee. Lessor may assign any of its rights, remedies, responsibilities, and/or obligations hereunder without notice to Lessee. Lessor reserves the right to charge Lessee and Lessee agrees to promptly pay for any Equipment, material or labor furnished by Lessor which is not described in this Lease Agreement and/or in the ▇▇▇▇▇▇▇▇ Scotsman Proposal, if applicable (“Extra Work”); (d) If any provision of this Lease Agreement is deemed unenforceable for any reason, then such provision shall be deemed stricken and shall not affect the enforceability of any of its other provisions. Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 12 would be in violation of or otherwise prohibited by any applicable law, then Section 12 shall automatically be deemed to be amended in a manner which time provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (e) The obligations of performance is a factor. Any copy Lessee under Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 18 and 19 which accrue upon execution of this Lease which is executed by Agreement, shall survive the parties termination of this Lease Agreement. (f) If Lessee fails to perform any of its obligations hereunder, Lessor shall have the right to substitute performance; the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be deemed an original for all purposespayable by Lessee upon demand. This Lease shallFailure of Lessor to exercise any right or remedy herein, subject to or the provisions regarding assignmentwaiver by Lessor of any breach, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or remedies. (g) Lessor shall not be responsible for delays beyond its control. (h) The delivery, installation, takedown, return and/or any work related to the Equipment as agreed to by Lessor and Lessee in the construction Lease Order Agreement or interpretation any amendment thereto will be performed by Lessor using its standard workforce and labor rates unless otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessee agrees that Lessor may use Lessor subcontracted workers for the performance of any provision hereof. When work.. (i) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee’s attorney-in-fact to execute any UCC financing statements, documents, checks, and drafts related to the context payment of any loss, damage, or defense under policies of insurance required by this Lease requiresAgreement. (j) this Lease Agreement shall be governed by and interpreted under Maryland law. All legal actions arising out of or related to this Lease Agreement shall be filed and conducted exclusively in a state or federal court in Maryland. Lessor hereby reserves its common law right of offset. Lessee hereby waives any and all rights to or claims of sovereign immunity and Lessee waives any and all rights granted under the UCC. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT. (k) Lessee will pay all costs and expenses, the neuter gender includes the masculineincluding reasonable attorney’s fees, the feminineincurred by Lessor in enforcing any terms, a partnership, corporation, limited liability company, joint venture, or other form of business entity, covenants and the singular includes the pluralindemnities provided herein. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a (l) Each party is required hereby authorized to do something by this Lease, it shall do so at its sole cost accept and expense without right rely upon a facsimile signature or electronic signature of reimbursement from the other party unless specific provision on this Lease Agreement or any Amendment hereto, or on counterpart copies of the foregoing documents. Any such signature shall be treated as an original signature for all purposes. (l) Each party is made thereforhereby authorized to accept and rely upon documents in paper or electronic format. Where Landlord's consent (m) Lessor may amend these terms and conditions from time-to-time and such amended terms shall be effective thirty (30) days after notice is required hereunderprovided to Lessee. If Lessee does not object in writing to such amended terms before their effective date, the consent of any Lender such terms shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasetake precedence.

Miscellaneous. Should 19.1 The Cardholder shall not, and the Cardmember shall ensure and procure that each Cardholder shall not use any provisions Card for any unlawful purpose (including the purchase of any goods or services which would contravene any law). 19.2 The Cardmember and each Cardholder shall pay and reimburse DBS on demand (on a full indemnity basis) all costs, fees and expenses incurred by DBS in recovering or attempting to recover any Card and/or any sum due to DBS on any Card Account or under or in connection with this Lease prove Agreement. 19.3 Any request or instruction to DBS shall be in writing and shall be signed by the Cardmember or the Cardholder provided nevertheless that DBS may but shall not be obliged to accept and act on any instruction or request by electronic mail, facsimile transmission or through the telephone, which is believed by the officer or employee of DBS attending to such instruction or request to have been given or made or authorised by the Cardmember or any Cardholder notwithstanding that such instruction or request may not have been given or made or authorised by the Cardmember o r Cardholder, or that such instruction may not be confirmed in writing by the Cardmember or the Cardholder, or regardless of any fraud that may exist in relation to such instruction or request. DBS shall not be liable for any loss or damage suffered as a consequence of its acting on or acceding to any such instruction or request, and the Cardmember and/or the Cardholder will indemnify DBS against any and all losses, claims, proceedings, damages, expenses and costs (on a full indemnity basis) howsoever incurred or sustained by DBS arising out of or in connection with any instruction from or purportedly from the Cardmember or the Cardholder or the Cardmember’s authorised signatories. 19.4 Neither the acceptance or approval by DBS of any instruction or arrangement for any monthly or periodic payment of any charge of any Merchant by monthly or periodic deduction effected on any Card Account or in respect of any monthly or periodic Card Transaction nor the execution by DBS of any such deduction in respect of any month or period shall impose upon DBS any obligation to effect such deduction in respect of each and every month or period and DBS shall not be liable for any loss or damage suffered or incurred as a consequence of any failure or neglect by DBS to effect any deduction or Card Transaction in respect of any one or more month(s) or period(s). 19.5 Any and all Account Statements, notices (including notification of the PIN and of any amendments to this Agreement) or demands of DBS may be sent to the Cardmember or any Cardholder by post, facsimile transmission, electronic mail or through the Internet or any electronic medium selected by DBS to the Specified Address. Any statement, notice or demand to the Cardmember or any Cardholder so sent or despatched shall be effective and deemed to have been received by the Cardmember or Cardholder, as the case may be: 19.5.1 on the day immediately following the date of despatch, if sent by letter; or 19.5.2 immediately on despatch if sent by facsimile transmission, electronic mail or through the Internet or any electronic medium selected by DBS, notwithstanding that it is not received by the Cardmember or the Cardholder or returned undelivered. 19.6 Any Account Statement or notice relating to the use of any Card or any facilities or benefits relating to any Card or any amendment to this Agreement dispatched to the Cardmember shall be deemed to have been dispatched and received by each and every Cardholder at the time when the Cardmember receives or is deemed to have received the same. 19.7 Without prejudice to DBS’s right to serve process in any other manner permitted by law, DBS may effect personal service on the Cardmember and/ or any Cardholder of any writ, summons or other process or document by leaving it at or sending it by ordinary post to the Specified Address or the Cardmember’s and/or Cardholder’s respective address last known to DBS (whether to a post office box or to a place of residence or business or otherwise). Such process shall be deemed validly served on the Cardmember and Cardholder (as the case may be) immediately, if so left, or on the day immediately following the date of despatch, if sent by post (and the Cardmember and each Cardholder agrees that the Cardmember and Cardholder shall be deemed to have adequate and sufficient notice of such process). 19.8 DBS may at its sole discretion make available to the Cardmember or any Cardholder from time to time additional benefits, services or programmes in connection with the use of any Card. Such benefits, services or programmes shall nevertheless not form part of DBS’s legal relationship with and obligations to the Cardmember or any Cardholder and DBS may modify or withdraw any such benefits, services or programmes at any time without notice or liability to the Cardmember or any Cardholder. 19.9 Only the Cardholder shall be entitled to the prize, unless otherwise decided by DBS at its sole discretion. 19.10 The use of any Card is also subject to other terms and conditions governing the use of other facilities or benefi ts which may from time to time be made available. 19.11 Any forbearance or failure or delay by DBS in exercising any right, power or remedy shall not be deemed to be invalid a waiver or illegala partial waiver of such right, power or remedy unless such invalidity rights, powers or illegality shall remedies are specifically waived by DBS in no way affectwriting. 19.12 Where by any arrangement between any Cardmember and any financial institution (including DBS), impair any payment is to be made to DBS for the credit of any Card Account, whether at regular intervals or invalidate any other provisions hereofotherwise, and such remaining provisions shall remain in full force that Card Account is terminated and effect. Time another Card Account is of the essence established with respect to any Card issued in replacement of the performance Card to which first-mentioned Card Account relates whether as a consequence of every provision loss or otherwise, that arrangement shall subsist and continue in relation to that other Card Account in substitution of the first-mentioned Card Account as from the date when the first Account Statement with respect to that other Card Account is sent to the Cardmember or when the first electronic statement is made accessible to the Cardholder through the DBS internet banking service (and/or such other channel(s) as DBS may designate from time to time by notice in writing to The Cardmember), whichever Is applicable. 19.13 This Agreement may be enforced only by DBS, the Cardmember and the Cardholders. The Contracts (Rights of Third Parties) Act (Chapter 53B) does not create or confer any right in favour of any other person in respect of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties Agreement. 19.14 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of Singapore. The Cardmember and all Cardholders submit to the non-exclusive jurisdiction of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any Courts of the provisions Republic of Singapore with respect to any claim or dispute concerning or arising from this LeaseAgreement or any Card Transaction.

Miscellaneous. Should any provisions of If this Lease prove Work Letter is attached as an Exhibit to be invalid an amendment to an existing lease (“Original Lease”), whether such amendment adds space, relocates the Premises or illegal, such invalidity or illegality shall in no way affect, impair or invalidate makes any other provisions hereofmodifications, and the term “Lease Document” herein shall refer to such remaining provisions shall remain in full force and effect. Time is of amendment, or the essence with respect to the performance of every provision of this Original Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shallas amended, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If By way of example, in such case, references to the “Premises” and “Commencement Date” herein shall refer, respectively, to such additional or relocated space and the effective date for delivery thereof under such amendment, unless expressly provided to the contrary herein. Capitalized terms not otherwise defined herein shall have the meanings, if any, ascribed thereto in the Lease Document. This Exhibit is intended to supplement and be subject to the provisions of the Lease Document, including, without limitation, those provisions requiring that any modification or amendment be in writing and signed by authorized representatives of both parties. The rights granted in this Exhibit are personal to Tenant consists as named in the Lease Document, and are intended to be performed for such Tenant’s occupancy of more than one person the Premises. Under no circumstance whatsoever shall any assignee or entitysubtenant have any rights under this Exhibit. Any remaining obligations of Landlord under this Exhibit not theretofore performed shall concurrently terminate and become null and void if Tenant subleases or assigns the Lease Document with respect to all or any portion of the Premises, then all members or seeks or proposes to do so (or requests Landlord’s consent to do so), or if Tenant or any current or proposed affiliate thereof issues any written statement indicating that Tenant will no longer move its business into, or that Tenant will vacate and discontinue its business from, the Premises or any material portion thereof. Any termination of Landlord’s obligations under this Exhibit pursuant to the foregoing provisions shall not serve to terminate or modify any of Tenant’s obligations under the Lease Document. In addition, notwithstanding anything to the contrary contained herein, Landlord’s obligations under this Exhibit, including obligations to perform any work, or provide any Allowance or rent credit, shall be subject to the condition that Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance have faithfully complied with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only Lease, and shall not be construed in have committed a material violation under the construction or interpretation of any provision hereof. When Lease by the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party time that Landlord is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction perform such work or interpretation of this Lease. Where Tenant is obligated not to perform any act provide such Allowance or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaserent credit.

Miscellaneous. Should (a) Subject to the limitations herein, the Lease shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. (b) This Master Lease Agreement and each Schedule may be executed in any provisions number of counterparts, which together shall constitute a single instrument. Only one counterpart of each Schedule shall be marked "Lessor's Original" and all other counterparts shall be marked "Duplicate". A security interest in any Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original". (c) Section and paragraph headings in this Master Lease prove to Agreement and the Schedules are for convenience only and have no independent meaning. (d) The terms of the Lease shall be invalid severable and if any term thereof is declared unconscionable, invalid, illegal or illegalvoid, such invalidity in whole or illegality in part, the decision so holding shall in no way affect, impair or invalidate any not be construed as impairing the other provisions hereof, terms of the Lease and such remaining provisions the Lease shall remain continue in full force and effect. Time is effect as if such invalid, illegal, void or unconscionable term were not originally included herein. (e) All indemnity obligations of Lessee under the Lease and all rights, benefits and protections provided to Lessor by warranty disclaimers shall survive the cancellation, expiration or termination of the essence with respect Lease. (f) Lessor shall not be liable to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed Lessee for any indirect, consequential or special damages for any reason whatsoever. (g) Each payment made by the parties Lessee shall be deemed an original for all purposes. This applied by Lessor in such manner as Lessor determines in its discretion which may include, without limitation, application as follows: first, to accrued late charges; second, to accrued rent; and third, the balance to any other amounts then due and payable by Lessee under the Lease. (h) If the Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of is signed by more than one person or entityLessee, then all members each of Tenant such Lessees shall be jointly and severally liable hereunder. This Lease shall be construed for payment and enforced in accordance with performance of all of Lessee's obligations under the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provisions provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" “Party” shall mean Landlord or Tenant Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of persons or entities so comprising Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of the State in which the Leased Premises are locatedof California. The captions language in all parts of this Lease are for convenience only and shall not in all cases be construed in the construction as a whole according to its fair meaning, and not strictly for or interpretation of any provision hereofagainst either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, partnership or corporation or joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "“shall," "”, “will," ” and "“agree" ” are mandatory. The term "“may" ” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific a provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be requiredthis Lease expressly requires reimbursement. Landlord and Tenant shall both agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be deemed to have drafted correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and determination that the rule of construction that a document area is to be construed against the drafting party more or less than shown in this Lease shall not be employed result in a change in any of the construction computations of rent, improvement allowances, or interpretation of other matters described in this LeaseLease where area is a factor. Where Tenant a party hereto is obligated not to perform any act or is not permitted to perform any act, Tenant such party is also obligated to restrain any others reasonably within its controlcontrol from performing said act, including agents, invitees, contractors, subcontractors and employees, from performing the Agents of such actparty. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should 24.01. This Lease with its annexed Exhibits and the Agreement contain the entire agreement between Landlord and Tenant, all prior negotiations and agreements are merged into this Lease and any agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge or terminate or effect an abandonment of this Lease, in whole or in part, unless such agreement shall be in writing and executed by the party to be charged. 24.02. If any term, covenant, condition or provision of this Lease shall be invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Lease prove shall not be affected thereby. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be invalid drafted. Each covenant, agreement, obligation or illegalother provision of this lease on Tenant's part to be performed, such invalidity or illegality shall in no way affectbe deemed and construed as a separate and independent covenant of Tenant, impair or invalidate not dependent on any other provisions provision of this Lease. 24.03. Nothing contained in this Lease shall be deemed to confer upon any person other than the parties hereto and their respective successors and assigns (to the extent assignment is permitted pursuant to Article 9 hereof) any right or benefit, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect including any right to insist upon, or to enforce against Landlord or Tenant, the performance of every provision such party's obligations hereunder. 24.04. Whenever this Lease requires an approval or consent by either Landlord or Tenant, unless another standard is expressly stated, such approval or consent and any conditions imposed thereby shall be reasonable and shall not be unreasonably withheld or delayed and, in exercising any right or remedy hereunder, each party shall at all times act reasonably and in good faith. Any expenditure by a party permitted or required under this Lease for which such party is entitled to demand reimbursement shall be limited to the fair market value of the goods and services involved, shall be reasonably incurred and shall be substantiated, upon request, by documentary evidence. 24.05. The submission by Landlord to Tenant of this Lease in which time draft form shall be deemed submission solely for Tenant's consideration and not for acceptance and execution. Such submission shall have no binding force and effect, shall not constitute an option for the leasing of performance is a factorthe Leased Property, and shall not confer any rights or impose any obligations upon either party. Any copy The submission by Landlord of this Lease which is for execution by Tenant and the actual execution and delivery thereof by Tenant to Landlord shall similarly have no binding force and effect on Landlord unless and until Landlord shall have executed by the parties this Lease and a counterpart thereof shall be deemed an original for have been delivered to Tenant and all purposes. This consents required pursuant to any Superior Mortgage or Superior Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunderhave been received. 24.06. This Lease shall be construed bind and enforced in accordance with inure to the Laws benefit of the State parties hereto and their respective successors and permitted assigns. 24.07. Tenant shall not record or file this Lease or any memorandum or other notation thereof in which any public records. 24.08. Tenant shall have access to driveways, parking lots, sidewalks and similar surface improvements on Landlord's immediately adjoining property for parking and ingress and egress to and from the Leased Property, provided, that Landlord reserves the right to limit such access to the extent Landlord reasonably determines the same poses security concerns, provided further, that there shall be no material interference with Tenant's reasonable access to and use of the Leased Premises are located. The captions for the purposes described in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseSection 5.01.

Miscellaneous. Should any provisions of this Lease prove (a) Borrower shall provide Lender with such corporate resolutions, financial statements and other documents as Lender shall reasonably request from time to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. time. (b) Borrower represents that the Collateral hereunder is used solely for business purposes. (c) Time is of the essence with respect to this Security Agreement. (d) Borrower acknowledges that Borrower has read this Security Agreement and the performance of every provision of Notes, understands them and agrees to be bound by their terms and further agrees that this Lease in which time of performance is a factor. Any copy of this Lease which is executed by Security Agreement and the parties shall be deemed an original for all purposes. This Lease shall, subject Notes constitute the entire agreement between Lender and Borrower with respect to the provisions regarding assignmentsubject matter hereof and supersede all previous agreements, apply promises, or representations. (e) This Security Agreement and the Notes may not be changed, altered or modified except by an instrument signed by an officer or authorized representative of Lender and Borrower. (f) Any failure of Lender to and bind the respective heirs, successors, executors, administrators and assigns require strict performance by Borrower or any waiver by Lender of Landlord and Tenant. The term "party" shall mean Landlord any provision herein or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and a Note shall not be construed in the construction as a consent or interpretation waiver of any other breach of the same or any other provision. (g) If any provision hereof. When the context of this Lease requiresSecurity Agreement or any Note is held invalid, such invalidity shall not affect any other provisions hereof or thereof. (h) The obligations of Borrower to pay the neuter gender includes Indebtedness and perform the masculineObligations shall survive the expiration or earlier termination of this Security Agreement and each Note until all Obligations of Borrower to Lender have been met and all liabilities of Borrower to Lender and any assignee have been paid in full. (i) Borrower will notify Lender at least 30 days before changing its name, the feminine, a partnership, corporation, limited liability company, joint venture, or other form principal place of business entityor chief executive office. (j) Borrower will, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost expense, promptly execute and expense without right of reimbursement from deliver to Lender such documents and assurances (including financing statements) and take such further action as Lender may reasonably request in order to carry out the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation intent of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors Security Agreement and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseLender's rights and remedies.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions This Agreement shall remain in full force and effecteffect and shall be binding upon Obligor, its successors and assigns, in accordance with its terms, notwithstanding any increase, decrease or change in the partners of Obligor, if it should be a partnership, or the merger, consolidation, or reorganization of Obligor, if it be a corporation or a limited liability company, or any other change concerning the form, structure or substance of any such entity. Time If there is more than one Person named as an Obligor in this Agreement, this Agreement shall be binding upon each of Obligors who execute and deliver this Agreement to Collateral Agent even if this Agreement is not executed by any other Person or Persons also named as an Obligor herein. Collateral Agent may assign all or a portion of its rights under this Agreement and may deliver the essence Collateral, or any part thereof, to any assignee and such assignee shall thereupon become vested with all the powers and rights given to Collateral Agent in respect thereof; and Collateral Agent shall thereafter be forever relieved and discharged from any liability or responsibility in the matter but, with respect to any Collateral not so delivered or assigned, Collateral Agent shall retain all powers and rights given to it hereby. The execution and delivery hereafter to Collateral Agent by Obligor of a new security agreement shall not terminate, supersede or cancel this Agreement, unless expressly provided therein, and this Agreement shall not terminate, supersede or cancel any security agreement previously delivered to Collateral Agent by Obligor, and all rights and remedies of Collateral Agent hereunder or under any security agreement hereafter or heretofore executed and delivered to Collateral Agent by Obligor shall be cumulative and may be exercised singly or concurrently. This Agreement may not be changed or terminated orally, but only by a writing executed by Obligor and a duly authorized officer of Collateral Agent; provided, that Collateral Agent is authorized, upon five (5) days advance written notice to Obligor, to fill in any blank spaces and to otherwise complete this Agreement and correct any patent errors herein. Unless Collateral Agent, in its discretion, otherwise agrees, the performance security interests granted in this Agreement shall not terminate until all of every provision the Obligations have been indefeasibly paid in full and all commitments of Collateral Agent and the other Secured Creditors to extend credit which, once extended, would give rise to Obligations have expired or been terminated. No delay on the part of Collateral Agent or any other Secured Creditor in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No modification or waiver of this Lease Agreement or any provision hereof or of any other agreement or instrument made or issued in which time connection herewith or contemplated hereby, nor consent to any departure by Obligor therefrom, shall in any event be effective, irrespective of performance is any course of dealing between the parties, unless the same shall be in a factor. Any copy of this Lease which is writing executed by the parties a duly authorized officer of Collateral Agent, and then such waiver or consent shall be deemed an original effective only in the specific instance and for the specific purpose for which given. No notice to or demand on Obligor in any case shall thereby entitle Obligor to any other or further notice or demand in the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any other remedies provided at equity or by law and all purposessuch remedies may be exercised singly or concurrently. This Lease shallIf any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, subject illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not (to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenantfull extent permitted by law) in any way be affected or impaired. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions descriptive headings used in this Lease Agreement are for convenience only and shall not be construed in deemed to affect the meaning or construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it word “including” shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, be followed by the words “without limitation.” Obligor waives any and all notice of the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation acceptance of this LeaseAgreement by Collateral Agent, or of the creation, accrual or maturity (whether by declaration or otherwise) of any and all Obligations, or of any renewals or extensions thereof from time to time, or of Collateral Agent’s reliance on this Agreement. Where Tenant is obligated not In addition to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason without limitation of any of the provisions foregoing, this Agreement shall be deemed to be a Loan Document for all purposes under the Credit Agreement. Facsimile or electronic transmissions of this Leaseany executed original document and/or retransmission of any executed facsimile or electronic transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile or electronic transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Miscellaneous. Should any provisions (a) If the Plans for the Work require the construction and installation of this Lease prove more fire hose cabinets or telephone/electrical closets than the number regularly provided by Landlord in the core of the Building in which the Premises are located, Tenant agrees to be invalid pay all costs and expenses arising from the construction and installation of such additional fire hose cabinets or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. telephone/electrical closets. (b) Time is of the essence with respect of this Work Letter Agreement. (c) Any person signing this Work Letter Agreement on behalf of Landlord and Tenant warrants and represents he has authority to sign and deliver this Work Letter Agreement and bind the party on behalf of which he has signed. (d) If Tenant fails to make any payment relating to the performance Work as required hereunder, Landlord, at its option, may complete the Work pursuant to the Approved Plans and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. Tenant's failure to pay any amounts owed by Tenant hereunder when due or Tenant's failure to perform its obligations hereunder shall also constitute a default under the Lease and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of every provision any amounts owed thereunder or failure by Tenant to perform its obligations thereunder. (e) Notices under this Work Letter shall be given in the same manner as under the Lease. (f) The liability of this Lease Landlord hereunder or under any amendment hereto or any instrument or document executed in which time connection herewith (including, without limitation, the Lease) shall be limited to and enforceable solely against Landlord's interest in the Building. (g) The headings set forth herein are for convenience only. (h) This Work Letter sets forth the entire agreement of performance is a factorTenant and Landlord regarding the Work. Any copy of this Lease which is This Work Letter may only be amended if in writing, duly executed by the parties both Landlord and Tenant. (i) All amounts due from Tenant hereunder shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against Rent due under the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provisions 19.01 This Licence will inure to the benefit of, and be binding on, the parties and their respective heirs, executors, successors and permitted assigns. 19.02 The laws of British Columbia will govern the interpretation of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, Licence and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision the Parties' obligations under this Licence. 19.03 Any power conferred or duty imposed on a Ministry employee referred to in this Licence may be exercised or fulfilled by another Ministry employee designated or authorized to do so by the Minister, the Chief Forester, the Regional Manager, or the District Manager, as appropriate. 19.04 The Schedules to this Licence are deemed to be part of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions Licence. 19.05 Nothing in this Lease are for convenience only and shall not be construed in the construction Licence or interpretation of any provision hereof. When the context of a cutting permit issued under this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document Licence is to be construed against as authorizing the drafting party shall Licensee to engage in any activities or carry out any operations otherwise than in compliance with the requirements of the forestry legislation. 19.06 Subject to this Licence and all applicable legislation, including but not restricted to the forestry legislation, the Minister will ensure that the obligations under this Licence of the Ministry employees referred to in this Licence are fulfilled. 19.07 The Licensee must: (a) comply with the forestry legislation; and (b) ensure that its employees, agents and contractors comply with the forestry legislation when engaging in or carrying out activities or operations under or associated with the Licence. 19.08 Nothing in this Licence entitles the Licensee to have an area of Schedule “A” Land subject to a timber licence or Schedule “B” Land, to be employed replaced with another area, or to have rights awarded under another agreement under the Forest Act, in the construction event: (a) timber is damaged or interpretation destroyed by pests, fire, wind or other natural causes; (b) an area of land is deleted from the licence area under the forestry legislation, or under any other Act or regulation; or (c) this Lease. Where Tenant Licence expires, is obligated not to perform any act surrendered, is cancelled or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any otherwise terminated. 19.09 At the request of the provisions Regional Manager or District Manager, the Licensee will survey and define on the ground any or all boundaries of this Leasethe licence area.

Miscellaneous. Should any provisions of a. Provided Sublessee shall timely pay all Rent and all other charges under this Lease prove Sublease when due, Sublessor shall pay, when due, all base rent and other charges payable by Sublessor to be invalid or illegal, such invalidity or illegality Landlord under the Lease. b. Sublessor shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain at all times keep in full force and effecteffect all insurance required of Sublessor under the Lease, unless that requirement is waived in writing by Landlord. Time is Sublessee will be required to obtain all of the essence with respect types and levels of insurance required pursuant to Section 8 of the Lease applicable to the performance Subleased Premises and to provide Sublessor and Landlord proof of every provision such insurance prior to occupancy of the Subleased Premises, and the waiver of subrogation contained in Section 8.6 of the Lease shall apply in favor of both Sublessor and Landlord. c. Sublessor covenants that it will not suffer to be done or omit to do any act which it is obligated to perform which may result in a violation of or a default under its obligations under the Lease. Sublessor further covenants and agrees to indemnify Sublessee against and hold Sublessee harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessor’s breach of the foregoing sentence. Except as otherwise expressly provided in this Lease in which time of performance Sublease, Sublessee shall perform all affirmative covenants and shall refrain from performing any act that is a factor. Any copy of this Lease which is executed prohibited by the parties shall be deemed an original for all purposesnegative covenants of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. This Lease shall, subject to Sublessee covenants that it will occupy the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced Subleased Premises in accordance with the Laws terms of the State Lease as incorporated herein and will not suffer to be done or omit to do any act which may result in which a violation of or a default under any of the Leased Premises are locatedterms and conditions of the Lease, or render Sublessor liable for any damage, charge or expense thereunder. The captions in this Lease are for convenience only Sublessee further covenants and shall not be construed in the construction or interpretation agrees to indemnify Sublessor against and hold Sublessor harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any provision hereof. When the context of this Lease requireskind or nature whatsoever arising out of, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint ventureby reason of, or other form resulting from, Sublessee’s failure to perform or observe any of business entity, the terms and conditions of the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by Lease or this Lease, it Sublease. d. Sublessor shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not no duty to perform any act or is not permitted obligations of Landlord under the Lease and Sublessee acknowledges and agrees that Sublessee will look solely to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing Landlord for performance of such actobligations. Landlord Sublessor shall not become have no responsibility for or be deemed a partner liable to Sublessee for any default, failure, or a joint venturer with Tenant delay on the part of Landlord in the performance or observance by reason Landlord of any of its obligations under the provisions Lease, nor shall any default by Landlord affect this Sublease or waive or defer the performance of any of Sublessee’s obligations under this Sublease except as may be expressly permitted by the terms of the Lease. Notwithstanding the foregoing, the parties contemplate that Landlord will perform its obligations under the Lease and in the event of any default or failure of performance by. Landlord, Sublessor agrees that it will, upon notice from Sublessee, request Landlord to perform its obligations under the Lease and use commercially reasonable efforts to ensure that Landlord performs such obligations.

Miscellaneous. Should The rights and obligations set forth in this License Agreement shall apply to any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force all successors and effect. Time is permitted assigns of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposesParties hereto. This Lease shallLicense Agreement may only be amended, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venturemodified, or other form of business entity, and the singular includes the pluralsupplemented by an agreement in writing signed by each party hereto. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a No waiver by either party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this License Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this LeaseLicense Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law. Licensee acknowledges that a breach by Licensee of this License Agreement may cause Licensor irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are be in addition to all other remedies available under this License Agreement at law or in equity, subject to any express exclusions or limitations in this License Agreement to the contrary.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Notwithstanding any inconsistent language contained in any other document, this Lease is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. The term "governmental agency" or "governmental authority" or similar terms shall include, without limitation, all federal, state, city, local and other governmental and quasi-governmental agencies, authorities, bodies, boards, etc., and any party or parties having enforcement rights under any Private Restrictions. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease. This Lease may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument.

Miscellaneous. Should any provisions of a. Provided Sublessee shall timely pay all Rent and all other charges under this Lease prove Sublease when due, Sublessor shall pay, when due, all base rent and other charges payable by Sublessor to be invalid or illegal, such invalidity or illegality Landlord under the Lease. b. Sublessor shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain at all times keep in full force and effecteffect all insurance required of Sublessor under the Lease, unless that requirement is waived in writing by Landlord. Time is Sublessee will be required to obtain all of the essence with respect types and levels of insurance required pursuant to Section 8 of the Lease applicable to the performance Subleased Premises and to provide Sublessor and Landlord proof of every provision such insurance prior to occupancy of the Subleased Premises, and the waiver of subrogation contained in Section 8.6 of the Lease shall apply in favor of both Sublessor and Landlord. c. Sublessor covenants that it will not suffer to be done or omit to do any act which it is obligated to perform which may result in a violation of or a default under its obligations under the Lease. Sublessor further covenants and agrees to indemnify Sublessee against and hold Sublessee harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessor’s breach of the foregoing sentence. Except as otherwise expressly provided in this Lease in which time of performance Sublease, Sublessee shall perform all affirmative covenants and shall refrain from performing any act that is a factor. Any copy of this Lease which is executed prohibited by the parties shall be deemed an original for all purposesnegative covenants of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. This Lease shall, subject to Sublessee covenants that it will occupy the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced Subleased Premises in accordance with the Laws terms of the State Lease as incorporated herein and will not suffer to be done or omit to do any act which may result in which a violation of or a default under any of the Leased Premises are locatedterms and conditions of the Lease, or render Sublessor liable for any damage, charge or expense thereunder. The captions in this Lease are for convenience only Sublessee further covenants and shall not be construed in the construction or interpretation agrees to indemnify Sublessor against and hold Sublessor harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any provision hereof. When the context of this Lease requireskind or nature whatsoever arising out of, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint ventureby reason of, or other form resulting from, Sublessee’s failure to perform or observe any of business entity, the terms and conditions of the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by Lease or this Lease, it Sublease. d. Sublessor shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not no duty to perform any act or is not permitted obligations of Landlord under the Lease and Sublessee acknowledges and agrees that Sublessee will look solely to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing Landlord for performance of such actobligations. Landlord Sublessor shall not become have no responsibility for or be deemed a partner liable to Sublessee for any default, failure, or a joint venturer with Tenant delay on the part of Landlord in the performance or observance by reason Landlord of any of its obligations under the provisions Lease, nor shall any default by Landlord affect this Sublease or waive or defer the performance of any of Sublessee’s obligations under this Sublease except as may be expressly permitted by the terms of the Lease. Notwithstanding the foregoing, the parties contemplate that Landlord will perform its obligations under the Lease and in the event of any default or failure of performance by Landlord, Sublessor agrees that it will, upon notice from Sublessee, request Landlord to perform its obligations under the Lease and use commercially reasonable efforts to ensure that Landlord performs such obligations.

Miscellaneous. 9.01 This Agreement shall be binding upon Provider and its successors and assigns; provided, however, that Provider may not assign any rights nor delegate any duties under this Agreement without prior written consent to CAC. 9.02 The Provider agrees and acknowledges that CAC may assign its interests in this Agreement. 9.03 This Agreement may not be amended, modified, or terminated orally, and no amendment, modification, termination, or attempted waiver shall be valid unless in writing signed by the CAC and the provider. 9.04 Should any provision of this Agreement be held invalid, illegal, or unenforceable, for any reason whatsoever, the remaining terms and provisions of this Lease prove Agreement shall not be affected and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, valid and such remaining provisions shall remain in full force and effect. Time is of the essence with respect enforceable to the fullest extent permitted by law. 9.05 The failure at any time by CAC to require strict performance of every any provision of this Lease Agreement shall not constitute a waiver by CAC of such provision, even if CAC knows the nature of the performance and fails to object to it. 9.06 Nothing expressed or implied in which time this Agreement is intended to confer, nor shall anything herein confer, upon any person other than CAC and Provider and their successors and permitted assigns, any rights, remedies, obligations, or liabilities whatsoever. 9.07 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, memoranda of performance is a factorunderstanding, negotiations and discussions, whether oral or written. Any copy There are no representations, warranties, covenants, collateral agreements or conditions between the parties respecting the subject matter of this Lease which is executed by the parties Agreement (whether written or oral, express or implied, statutory or otherwise) except as specifically set out in writing herein. 9.08 This Agreement, and any controversy or dispute arising under or in relation to this Agreement, shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of the State Province of Alberta and the Provider and CAC agree to submit and attorn to the jurisdiction of the Courts of the Province of Alberta. However, this obligation in which no way limits from the Leased Premises are located. The captions obligation provided in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context paragraph 7 of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasedocument.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is 17.1 This Agreement contains the entire understanding of the essence parties hereto with respect to the performance employment of every Executive by Company during the term hereof, and the provisions hereof may not be altered, amended, waived, terminated or discharged in any way whatsoever except by subsequent written agreement executed by the party charged therewith. This Agreement supersedes all prior employment agreements, understandings and arrangements between Executive and Company pertaining to the terms of the employment of Executive. A waiver by either of the parties of any of the terms or conditions of this Agreement, or of any breach hereof, shall not be deemed a waiver of such terms or conditions for the future or of any other term or condition hereof, or of any subsequent breach hereof. 17.2 The provisions of this Agreement are severable, and if any provision of this Lease Agreement is invalid, void, inoperative or unenforceable, the balance of the Agreement shall remain in which time effect, and if any provision is inapplicable to any circumstance, it shall nevertheless remain applicable to all other circumstances. 17.3 Company shall have the right to deduct and withhold from Executive's compensation the amounts required to be deducted and withheld pursuant to any present or future law concerning the withholding of performance income taxes. In the event that Company makes any payments or incurs any charges for Executive's account or Executive incurs any personal charges with Company, Company shall have the right and Executive hereby authorizes Company to recoup such payments or charges by deducting and withholding the aggregate amount thereof from any compensation otherwise payable to Executive hereunder. 17.4 Executive represents that he is a factor. Any copy under no disability, restriction or prohibition from entering this Agreement or performing the services required hereunder; and also that he has been represented and advised by independent legal counsel in connection with the negotiation, preparation and execution of this Lease which is executed by the parties shall be deemed an original for all purposes. Agreement. 17.5 This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease Agreement shall be construed and enforced in accordance with interpreted under the Laws laws of the State in which the Leased Premises are located. of New York applicable to contracts executed and to be performed entirely therein. 17.6 The captions and section headings in this Lease Agreement are not part of the provisions hereof, are merely for convenience only the purpose of reference and shall not be construed in have no force or effect for any purpose whatsoever, including the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseAgreement. 17.7 To the extent any provision of this Agreement contemplates action after termination hereof or creates a cause of action or claim on which action may be brought by either party, such provision, cause of action or claim shall survive termination of Executive's employment or termination of this Agreement. 17.8 Executive may neither assign his rights nor delegate his duties under this Agreement; provided, however, that notwithstanding the foregoing this Agreement shall inure to the benefit of Executive's legal representatives, executors administrators or successors and to the successors or assigns of Company.

Miscellaneous. Should (a) The Performance Shares granted pursuant to this Agreement are granted subject to the terms and conditions set forth in the Plan, a copy of which has been delivered to the Grantee. All terms and conditions of the Plan, as may be amended from time to time, are hereby incorporated into this Agreement by reference and shall be deemed to be a part of this Agreement, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Agreement. In the event that there is any inconsistency between the provisions of this Lease prove Agreement and of the Plan, the provisions of the Plan shall govern. (b) All decisions and interpretations made by the Board or its designee with regard to any question arising under the Plan or this Agreement shall be binding and conclusive on the Grantee, the Grantee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Corporation and its successors and assigns. (c) The grant of the Performance Shares is discretionary and no provision in this Agreement shall be considered to be invalid an employment contract or illegala part of the Grantee’s terms and conditions of employment, nor shall any provision be construed to confer upon the Grantee the right to be employed or be retained in the employ by the Corporation or any Subsidiary, or to interfere in any way with the right and authority of the Corporation or any Subsidiary either to increase or decrease the compensation of the Grantee at any time, or to terminate any employment or other relationship between the Grantee and the Corporation or any Subsidiary. (d) This Agreement, and the terms and conditions of the Plan, shall bind, and inure to the benefit of the Grantee, the Grantee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Corporation and its successors and assigns. (e) This Agreement shall be governed by the laws of the State of Delaware (but not including the choice of law rules thereof). (f) Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in Delaware or Florida and the parties expressly consent to such invalidity venue. The parties consent to the personal jurisdiction of the courts located in Delaware or illegality Florida over them. (g) Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. The terms and conditions of this Agreement may not be modified, amended or waived, except by an instrument in writing signed by a duly authorized executive officer at the Corporation. Notwithstanding the foregoing, no way affectamendment shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent; provided, impair however, that the Corporation unilaterally may waive any provision hereof in writing to the extent that such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or invalidate be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. (h) Any notice hereunder by the Grantee to the Corporation shall be in writing and shall be deemed duly given (i) if mailed or delivered to the Corporation at its principal office, addressed to the attention of Stock Plan Administration, (ii) if electronically delivered to the e-mail address, if any, for Stock Plan Administration or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Corporation may hereafter designate by notice to the Grantee. Any notice hereunder by the Corporation to the Grantee shall be in writing and shall be deemed duly given (i) if mailed or delivered to the Grantee at Grantee’s address listed in the Corporation’s records, (ii) if electronically delivered to the e-mail address, if any, for Grantee listed in the Corporation’s records or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Grantee may hereafter designate by written notice given to the Corporation. (i) If one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and such the remaining provisions hereof shall remain continue to be valid and fully enforceable. (j) This Agreement, the Plan, any Change-in-Control Employment Agreement between the Corporation and the Grantee, and, in full force and effect. Time is the case of the essence Corporation’s Chief Executive Officer only, the Amended and Restated Employment Agreement entered into effective as January 7, 2016, together constitute the entire agreement and supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the performance subject matter hereof. (k) In the event that it is determined that the Grantee was not eligible to receive this award of every provision Performance Shares, the award of Performance Shares and this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties Agreement shall be deemed an original for all purposes. null and void and of no further effect. (l) This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both Agreement will be deemed to have drafted this Lease, be signed by the Corporation and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any Grantee upon Grantee’s acceptance of the provisions Notice of this Lease.Grant of Award attached as Schedule A.

Miscellaneous. Should 17.1 Insurance and Waiver of Liability The Licensee will bear the cost, throughout the term of the License, for a comprehensive general liability insurance covering injury to or death of any person(s) while working in DMRC premises, including death or injury caused by the sole negligence of the Licensee or the Licensee’s failure to perform its obligations under the agreement. The Licensee shall submit to DMRC, suitable evidence that the foregoing policy or policies are in effect. In the event of the default i.e. avoiding the insurance cover, the Licensee agrees and undertakes to indemnify and hold DMRC harmless against any liability, losses, damages, claims, expenses suffered by DMRC because of such default by the Licensee. 17.2 The Licensee shall comply with all the provisions of Labor Laws & regulation in force including but not limited to the Contract Labor (Regulation & Abolition) Act-1976 including any subsequent amendment thereof and the rules made there under. Licensee will indemnify DMRC Administration for any loss and damages suffered due to violation of its provision. 17.3 The Licensee shall comply with the laws of land including Delhi Pollution Control Board guidelines regarding advertisement/display. DMRC will not be held liable for any change/modification in the laws that adversely affect this Lease prove to Agreement. Licensee shall have no right / claim in this regard, whatsoever the reason may be. 17.4 No political advertisement shall be invalid or illegaldisplayed/pasted at the space provided for the commercial advertisement during the period of Model Co de of Conduct. If there is any political advertisement in the provided space, such invalidity or illegality the same shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is be removed immediately on enforcement of the essence with Model Code of Conduct. 17.5 The Licensee will not ask for any claim or seek any compensation from DMRC if advertisement at any advertisement spaces inside any station is not permitted due to court order/local laws/civil authorities. 17.6 The Licensee hereby indemnifies DMRC against any loss, damage or liabilities arising as a result of any act of omission or commission on part of Licensee or on part of its personnel or in respect to of non-observance of any statutory requirements or legal dues of any nature. 17.7 The Licensee hereby agrees that DMRC shall have no responsibility as regards Licensee employees and the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties employees shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns employees of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience Licensee only and shall not be construed under any circumstances as employees of DMRC. Licensee hereby indemnifies DMRC against the claims made by Licensee's employees against DMRC. 17.8 The Licensee hereby undertakes to discharge all statutory obligations and liabilities in connection with employment of its personnel in the construction said premises. Licensee hereby indemnifies DMRC against any liability arising in connection with the employment of its personnel in the said premises by Licensee. Licensee hereby undertakes to carry out police verification of its employees and submit the copy of same to Property Business Wing of DMRC in accordance with DMRC’s policies regulations prevalent at that time. 17.9 That no tenancy/sub-tenancy is being created by DMRC in favor of Licensee under or interpretation of any provision hereof. When the context in pursuance of this Lease requiresAgreement and it is distinctly & clearly understood, agreed & declared by and between the neuter gender includes parties hereto that: - a) That the masculineLicensee shall not have or claim any interest in the said premises as a tenant/ sub-tenant or otherwise: b) That no right as a tenant/sub-tenant or otherwise is purported or intended to be created or transferred by DMRC in favor of Licensee in or in respect of the said premises, except to carry out their activities over the femininegranted space under this License Agreement; and c) That the rights, a partnershipwhich Licensee shall have in relation to the said premises, corporationare only those set out in this Agreement. 17.10 The relationship between DMRC and Licensee under and/or in pursuance of this Agreement is as between Principal and Principal. Consequently, limited liability companyneither party shall be entitled to represent the other and/or make any commitment on behalf of and /or with traders or any other party. Furthermore, joint ventureno relationship in the nature of Partnership or Association of persons is hereby being created or intended to be created between DMRC on the one hand and Licensee on the other hand in connection with and/or relating to business to be operated by Licensee at the said premises. 17.11 Licensee shall bear all salaries, wages, bonuses, payroll taxes or accruals including gratuity, superannuating, pension and provident fund contributions, contributions to worker’s compensations funds and employees state insurance and other form taxes and charges and all fringe and employee benefits including statutory contributions in respect of business entity, such personnel employed/deployed by the Licensee and these personnel shall at no point of time be construed to be employees of DMRC and the singular includes Licensee shall be solely responsible for compliance with all labor laws which shall include all liabilities of the pluralProvident Fund Act, ESI Act, Workmen’s compensation Act, Minimum Wages Act and other Labor Welfare Act in respect of its personnel. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it Licensee shall do so at its sole cost and expense without right of reimbursement indemnify DMRC from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction claims that a document is to be construed against the drafting party shall not be employed may arise in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer connection with Tenant by reason of any of the provisions of this Leaseabove.

Miscellaneous. Should Section 11.1 As used in this Agreement (including the recitals herein), capitalized terms shall have the meanings assigned to them (such meanings to be equally applicable to both the singular and plural forms of the terms defined or to the feminine, masculine or neuter gender, as the case may be), unless the context otherwise requires. Section 11.2 This Agreement is not intended to create and shall not be interpreted as creating an association, corporation, partnership or joint venture of any kind; it is intended to create an investment trust within the meaning of Treasury Regulation Section 301.7701-4(c)(i), to be governed and construed in all respects as a trust without transferable interests; any ambiguities in this Agreement shall be resolved, and any income tax reporting obligations of the Trust and the Beneficiaries shall be fulfilled, in a manner consistent with such treatment. Section 11.3 Leucadia shall not have or incur any obligation or liability to any other person on account of any act or failure to act by the Trustee or any other person. Section 11.4 The Trustee shall not assume any liability or incur any obligation or liability to any other person in connection with the transfer by Leucadia to the Trustee of the Trust Property, and no delegation of duty of performance to the Trustee or assumption of liabilities of Leucadia by the Trustee is intended hereby except as expressly set forth in Section 1.1 of this Trust Agreement. Section 11.5 As promptly as practicable after the date hereof, Leucadia shall certify to the Trustee the names of the Beneficiaries and the amount of beneficial interests in the Trust held by each such Beneficiary. Leucadia shall indemnify, defend and hold the Trustee harmless against claims of any nature whatsoever with respect to Leucadia's determination of a Beneficiary's share of beneficial interests in the Trust. Section 11.6 This Trust Agreement may be amended from time to time by the Trustee and Leucadia, without the consent of any holders of beneficial interests in the Trust, but only (i) to cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement not inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Lease prove Trust Agreement to such extent as shall be invalid necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times or illegalto ensure that the Trust will not be required to register as an "investment company" under the 1940 Act, or be classified as other than a grantor trust for United States federal income tax purposes; provided, however, that in the case of clause (i), such invalidity or illegality action shall not adversely affect in no way affectany material respect the interests of any holder of a beneficial interest in the Trust. In all other cases, impair or invalidate any other provisions hereofthis Trust Agreement may be amended with the approval of holders of a majority of beneficial interests in the Trust, and such remaining provisions shall remain in full force and effect. Time is of the essence except with respect to changes to the performance definition of every provision Trust Property, which shall require a favorable vote of this Lease in which time of performance is a factorall Beneficiaries. Any copy of amendments to this Lease which is executed Trust Agreement shall become effective upon execution by the parties Trustee and Leucadia and notice thereof shall be deemed an original for all purposes. This Lease shall, subject given to the provisions regarding assignmentBeneficiaries. Section 11.7 Except as provided herein, apply to the obligations, duties and/or rights of the Trustee under this Agreement shall not be assignable, voluntarily, involuntarily or by operation of law, and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant any such assignment shall be jointly void. All covenants and severally liable hereunder. agreements contained herein shall be binding upon and are personal to the Trustee and shall inure to the benefit of the Trustee and any Successor Trustee in the same manner. Section 11.8 This Lease Agreement, together with the related instruments expressly referred to herein, constitutes the entire agreement of the parties, and all such agreements shall be construed as integrated and enforced in accordance with the Laws complimentary of the State in which the Leased Premises are located. The captions each other. Section 11.9 Article headings in this Lease Agreement are included for convenience of reference only and shall not be construed in the construction or interpretation of any provision hereof. When the context constitute a part of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or Agreement for any other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasepurpose.

Miscellaneous. Should any provisions 19.01 This Licence will inure to the benefit of, and be binding on, the parties and their respective heirs, executors, successors and permitted assigns. 19.02 The laws of British Columbia will govern the interpretation of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, Licence and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision the Parties' obligations under this Licence. 19.03 Any power conferred or duty imposed on a Ministry employee referred to in this Licence may be exercised or fulfilled by another Ministry employee designated or authorized to do so by the Minister, the Chief Forester, the Regional Manager, or the District Manager, as appropriate. 19.04 The Schedules to this Licence are deemed to be part of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions Licence. 19.05 Nothing in this Lease are for convenience only and shall not be construed in the construction Licence or interpretation of any provision hereof. When the context of a cutting permit issued under this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document Licence is to be construed against as authorizing the drafting party shall Licensee to engage in any activities or carry out any operations otherwise than in compliance with the requirements of the forestry legislation. 19.06 Subject to this Licence and all applicable legislation, including but not restricted to the forestry legislation, the Minister will ensure that the obligations under this Licence of the Ministry employees referred to in this Licence are fulfilled. 19.07 The Licensee must: (a) comply with the forestry legislation; and (b) ensure that its employees, agents and contractors comply with the forestry legislation when engaging in or carrying out activities or operations under or associated with the Licence. 19.08 Nothing in this Licence entitles the Licensee to have an area of Schedule “A” Land subject to a timber licence or Schedule “B” Land, to be employed replaced with another area, or to have rights awarded under another agreement under the Forest Act, in the construction event: (a) timber is damaged or interpretation destroyed by pests, fire, wind or other natural causes; (b) an area of land is deleted from the licence area under the forestry legislation, or under any other Act or regulation; or this Lease. Where Tenant Licence expires, is obligated not to perform any act surrendered, is cancelled or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any otherwise terminated. 19.09 At the request of the provisions Regional Manager or District Manager, the Licensee will survey and define on the ground any or all boundaries of this Leasethe licence area.

Miscellaneous. Should a. This Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. b. All rights and remedies of Landlord and Tenant under this Lease shall be cumulative and none shall exclude any provisions other rights or remedies allowed by law. This Lease is declared to be a Tennessee contract, and all of the terms hereof shall be construed according to the laws of the State of Tennessee. c. This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. d. If Tenant is a corporation, partnership, limited liability company or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors, partners or members) for the execution, delivery and performance of this Lease prove have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. e. To the extent permitted by applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenant, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage. In the event Landlord commences any proceedings for nonpayment of rent or any other amounts payable hereunder, Tenant shall not interpose any counterclaim of whatever nature or description in any such proceeding, unless the failure to raise the same would constitute a waiver thereof. This shall not, however, be construed as a waiver of Tenant’s right to assert such claims in any separate action brought by Tenant. f. If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or illegalunenforceable, the remainder of this Lease, or the application of such invalidity provision to persons or illegality circumstances other than those as to which it is invalid or unenforceable, shall in no way affect, impair or invalidate any other provisions hereofnot be affected thereby, and such remaining provisions each provision of this Lease shall remain in full force be valid and effect. shall be enforceable to the extent permitted by law. g. Time is of the essence in this Lease. h. Tenant represents and warrants to Landlord that Tenant did not deal with respect any broker in connection with this Lease. Tenant shall indemnify, defend and hold Landlord harmless of, from and against any and all losses, damages, liabilities, claims, liens, costs and expenses (including, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) arising from any claims or demands of any other broker or brokers or finders for any commission alleged to be due such other broker or brokers or finders claiming to have dealt with Tenant in connection with this Lease or with whom Tenant hereafter deals or whom Tenant employs. i. If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the performance liability hereunder of every provision all such persons, corporations, partnerships or other entities shall be joint and several. j. Landlord’s receipt of any monetary amount due hereunder (including Base Rental and Additional Rental) payable by Tenant hereunder with knowledge of the breach of a covenant or agreement contained in this Lease shall not be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the full and complete installment of monetary amount due under this Lease (including Base Rental and Additional Rental) which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease. k. Submission of this instrument for examination shall not constitute a reservation of or option to lease the Premises or in any manner bind Landlord, and no lease or obligation on Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant. l. Any claim, cause of action, liability or obligation arising under the term of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to and under the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns hereof in favor of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from hereto against or obligating the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, hereto and all of Tenant’s indemnification obligations hereunder shall survive the consent of expiration or any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions earlier termination of this Lease.

Miscellaneous. Should A. If Tenant is a lessee, licensee or otherwise an occupant of other space in the Building or Project, any Material Default by Tenant under such lease will constitute a default hereunder. B. Submission of this Lease to Tenant does not constitute an offer, and this Lease becomes effective only upon execution and delivery by both Landlord and Tenant. C. If Tenant, with Landlord’s consent, occupies the Premises or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease prove will be in full force and effect commencing upon such occupancy, except that Base Rent and Overhead Rent will be paid by Tenant commencing on the Rent Commencement Date. D. Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for the agents or brokers specifically set forth in the BLI Rider which Landlord shall be solely responsible to pay. If either party’s representation and warranty proves to be invalid or illegaluntrue, such invalidity party will indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys’ fees and costs through all appellate actions and proceedings if any. The foregoing will survive the end of the Lease Term. E. Neither this Lease nor any Memorandum of this Lease shall be recorded in the public records by Tenant or illegality its agents. F. Nothing contained in this Lease shall in no way affectbe deemed by the parties hereto or by any third party to create the relationship of principal and agent, impair partnership, joint venturer or invalidate any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any other provisions contained in this Lease nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. G. This Lease does not create, nor will Tenant have, any express or implied easement for or other rights to air, light or view over or about the Project, Building, Garage or any part thereof. H. Landlord reserves the right to use, install, monitor, and repair pipes, ducts and conduits within the walls, columns, and ceilings of the Premises. I. Any acts to be performed by Landlord under or in connection with this Lease may be delegated by Landlord to its managing agent or other authorized person or firm. J. It is acknowledged that each of the parties hereto has been fully represented by legal counsel and that each of such legal counsel has contributed substantially to the content of this Lease. K. If more than one person or entity is named herein as Tenant, their liability hereunder will be joint and several. In case Tenant is a corporation, Tenant (a) represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with the terms hereof, and (b) Tenant shall deliver to Landlord or its agent, concurrently with the delivery of this Lease, executed by Tenant, certified resolutions of the board of directors (and shareholders, if required) authorizing Tenant’s execution and delivery of this Lease and the performance of Tenant’s obligations hereunder. In case Tenant is a partnership, Tenant represents and warrants that all of the persons who are general or managing partners in said partnership have executed this Lease on behalf of Tenant, or that this Lease has been executed and delivered pursuant to and in conformity with a valid and effective authorization therefor by all of the general or managing partners of such remaining partnership, and is and constitutes the valid and binding agreement of the partnership every partner therein in accordance with its terms. It is agreed that each and every present and future partner in Tenant shall be and remain at all times jointly and severally liable hereunder and that neither the death, resignation or withdrawal of any partner, nor the subsequent modification or waiver of any of the terms and provisions of this Lease, shall release the liability of such partner under the terms of this Lease unless and until Landlord shall have consented in writing to such release. L. Landlord has made no inquiries about and makes no representations (express or implied) concerning whether Tenant’s proposed use of the Premises is permitted under applicable law, including applicable zoning law; should Tenant’s proposed use be prohibited, Tenant shall be obligated to comply with applicable law and this Lease shall nevertheless remain in full force and effect. Time is . M. Tenant agrees to pay, before delinquency, all taxes assessed during the Lease Term upon (i) all personal property, trade fixtures, and improvements located in or upon the Premises and (ii) any sales tax or other impositions of the essence with respect to State of Florida or the performance applicable municipality of every provision of this Lease Tenant’s interest in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shallPremises. N. Tenant and Landlord represent and warrant as follows: (1) Tenant and Landlord are duly organized, subject to validly existing, and in good standing under the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of the State in which they were formed and are duly qualified to transact business in the Leased State in which the Premises are located. The captions in this Lease are for convenience only . (2) Tenant and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requiresLandlord have full power to execute, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entitydeliver, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by perform their obligations under this Lease, it shall do so at its sole cost . (3) The execution and expense without right delivery of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule performance by Tenant of construction its obligations under this Lease, have been duly authorized by all necessary action of Tenant, and do not contravene or conflict with any provisions of Tenant’s Articles of Incorporation or Bylaws, if Tenant is a corporation, or Tenant’s Partnership Agreement, if Tenant is a partnership, or any other agreement binding on Tenant. (4) The execution and delivery of this Lease, and the performance by Landlord of its obligations under this Lease, have been duly authorized by all necessary action of Landlord, and do not contravene or conflict with any provisions of Landlord’s Articles of Incorporation or Bylaws, if Landlord is a corporation, or Landlord’s Partnership Agreement, if Landlord is a partnership, or any other agreement binding on Tenant. Landlord further represents that no approval or consent is required from any mortgagee or any other party with an interest in the Building, Premises or Lease. (5) The individual executing this Lease on behalf of Tenant and/or Landlord has full authority to do so. (6) If Tenant is a document is corporation, the scroll seal set forth immediately below the signature of the individual executing this Lease on Tenant’s behalf has been adopted by the corporation as its seal for the purpose of execution of this Lease and the scroll seal has been affixed to be construed this Lease as the seal of the corporation and not as the personal or private seal of the officer executing this Lease on behalf of the corporation. (7) Tenant’s financial statements and the information describing Tenants’ business and background previously furnished to Landlord were at the time given true and correct in all material respects and there have been no adverse material changes to the information subsequent to the date given. O. If either Landlord or Tenant commences, engages in, or threatens to commence or engage in any suit, action, or other proceeding, including arbitration or bankruptcy, against the drafting other party shall not be employed arising out of or in any manner relating to this Lease, the construction Premises, or the Building (including (i) the enforcement or interpretation of either party’s rights or obligations under this Lease whether in contract, tort, or both, or (ii) the declaration of any rights or obligations under this Lease) the prevailing party, as determined by the court or arbitrator, shall be entitled to recover from the losing party reasonable attorneys’ fees and disbursements (including disbursements that would not otherwise be taxable as costs in the proceeding). Where Tenant is obligated not In addition, if Landlord becomes a party to perform any act suit or is not permitted proceeding arising from Tenant’s conduct and affecting the Premises or involving this Lease or Tenant’s interest under this Lease, other than a suit between Landlord and Tenant, or if Landlord engages counsel to perform collect any actof the amounts owed under this Lease, Tenant is also obligated or to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason enforce performance of any of the provisions agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys’ fees and disbursements incurred by Landlord shall be paid to Landlord by Tenant. Further, if Tenant becomes a party to any suit or proceeding affecting the Premises or involving this Lease or Landlord’s interest under this Lease, other than a suit between Tenant and Landlord, or if Tenant engages counsel to collect any of the amounts owed under this Lease, or to enforce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys’ fees and disbursements incurred by Tenant shall be paid to Tenant by Landlord. All references in this Lease to attorneys’ fees shall be deemed to include all legal assistants’, paralegals’, and law clerks’ fees and shall include all fees incurred through all post-judgment and appellate levels and in connection with collection, arbitration and bankruptcy proceedings.

Miscellaneous. Should any provisions provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "“party" ” shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. The captions used in this Lease are for convenience only and shall not be construed considered in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, partnership or corporation or joint venture, or other form of business entity, and the singular includes the plural. The terms "“must," "”, shall," "”, will," ”, and "“agree" ” are mandatory. The term "“may" ” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such said act. Landlord shall not become or be deemed a partner or a joint venturer join venture with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should (a) Neither Agent nor any provisions Lender shall be responsible for the failure of this Lease prove any Non-Funding Lender to be invalid make a Credit Extension or illegal, such invalidity or illegality shall in no way affect, impair or invalidate make any other provisions hereofadvance required hereunder. The failure of any Non-Funding Lender to make any Credit Extension or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, and such remaining provisions an “Other Lender”) of its obligations to make the Credit Extension or payment required by it, but neither any Other Lender nor Agent shall remain in full force and effectbe responsible for the failure of any Non-Funding Lender to make a Credit Extension or make any other payment required hereunder. Time is of Notwithstanding anything set forth herein to the essence contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the performance calculation of every provision “Required Lender” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Applicable Commitments and all of the outstanding Credit Extensions of that Non-Funding Lender for an amount equal to the principal balance of the Credit Extensions held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed assignment agreement reasonably acceptable to Agent. (b) Each Lender shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements paid or made by any Credit Party. Notwithstanding the foregoing, if this Lease Agreement requires payments of principal and interest to be made directly to the Lenders, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Agent (for Agent to redistribute to itself and the Lenders in which time a manner to ensure the payment to Agent of performance is any sums due Agent hereunder and the ratable repayment of each Lender’s portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements) such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities and whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, shall be received by a factor. Any copy Lender in excess of this Lease which is executed its ratable share, then (i) the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for application to the payments of amounts due on the other Lender’s claims, or, in the case of Collateral, shall hold such Collateral for itself and as agent and bailee for Agent and other Lenders and (ii) such Lender shall promptly advise Agent of the receipt of such payment, and, within five (5) Business Days of such receipt and, in the case of payments and distributions, such Lender shall purchase (for cash at face value) from the other Lenders (through Agent), without recourse, such participations in the Credit Extension made by the parties other Lenders as shall be deemed an original for all purposes. This Lease shall, subject necessary to cause such purchasing Lender to share the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns excess payment ratably with each of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced them in accordance with the Laws respective Pro Rata Shares of the State in which Lenders; provided, however, that if all or any portion of such excess payment is thereafter recovered by or on behalf of a Credit Party from such purchasing Lender, the Leased Premises are located. The captions in purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; provided, further, that the provisions of this Lease are for convenience only and Section shall not be construed to apply to (x) any payment made by a Credit Party pursuant to and in accordance with the express terms of this Agreement or the other Financing Documents, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Applicable Commitment pursuant to Section 13.1. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the construction or interpretation amount of any provision hereofsuch participation. When No documentation other than notices and the context like shall be required to implement the terms of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, Section. Agent shall keep records (which shall be conclusive and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed binding in the construction or interpretation absence of manifest error) of participations purchased pursuant to this Lease. Where Tenant is obligated not to perform Section and shall in each case notify the Lenders following any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasepurchases.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "“party" ” shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "“must," "” “shall," "” “will," ” and "“agree" ” are mandatory. The term "“may" ” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's ’s consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease Agreement shall be construed and enforced in accordance with interpreted under the Laws laws of the State of California, and may be signed in which the Leased Premises are locatedany number of counterparts and each shall constitute a duplicate original. The captions in this Lease are for convenience only and shall not parties agree to execute, or if required, acknowledge such further counterparts hereof or any other documents as may be construed in necessary to comply with the construction or interpretation provisions of any provision hereof. When applicable law at any time in force which requires the context recording or filing of this Lease requiresAgreement or a copy thereof in any public office of the United States or any state or political subdivision. Lessee agrees to pay the fees or charges imposed by law for any such mandatory filing or recording as well as the amount of any stamps or documentary taxes, federal or state, levied or assessed on the neuter gender includes lease. The relationship between the masculineparties hereto is that of Lessor and Lessee only. Lessee’s only interest herein is as a Lessee. The leased Equipment shall remain personal property regardless of its use or manner of attachment to realty. The holding over of the leased Equipment by Lessee after the expiration of the term provided for, shall not constitute a renewal of the feminine, a partnership, corporation, limited liability company, joint ventureterms of this Lease Agreement, or other form any portion thereof, or as a waiver of business entity, any of Lessor’s rights hereunder and Lessor may take possession of the singular includes leased Equipment at any time after the pluralend of the term without notice to Lessee. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by Any holding over after the expiration of this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, Lease Agreement with the consent of any Lender the Lessor shall also be required. Landlord and Tenant shall both be deemed to have drafted this Leasebe a lease from month to month and shall be at the same rent and on the same terms and conditions as provided for herein, and unless a new lease agreement is executed by all parties in writing. Delivery Charges on Trailers Leased “Right of possession is granted to lessee prior to delivery” (separately state the rule delivery charges. The contract must be signed prior to delivery.) Return Transportation Charges “Lessee has the option of construction that a document returning unit using their own facilities” (separately state the delivery charges. The contract must be signed prior to delivery.) API is entitled to be construed against rely on the drafting party shall not be employed owners representations regarding the public/private nature of the work in the construction or interpretation acceptability of this Leaseprevailing wage rates. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any If the nature of the provisions of this Leasework is other than as represented by the owner the owner will defend indemnify and hold API harmless from any claim or allegation including penalties assessed resulting from a Failure by contractor or subcontractor to pay prevailing wages. This Lease Agreement constitutes the entire agreement between the parties and any change or modification shall be in writing and signed by all parties hereto.

Miscellaneous. Should (a) The Transaction Documents and their respective terms, provisions, supplements and amendments, and transactions and notices thereunder, are proprietary to Administrative Agent and Buyers, and shall be held by Seller in strict confidence and shall not be disclosed to any provisions third party without the consent of Administrative Agent and Buyers, except for disclosure to Seller’s Affiliates, directors, attorneys, agents or accountants (the “Representatives”); provided that Seller shall inform each of its Representatives receiving any Transaction Documents of the confidential nature of the Transaction Documents, direct its Representatives to treat the Transaction Documents confidentially, and be responsible for any improper use of the Transaction Documents by Seller or its Representatives or upon prior written notice to Administrative Agent (if permitted by law), disclosure required by law, rule, regulation or order of a court or other regulatory body or upon prior written notice to Administrative Agent (if permitted by law), disclosure to any Approved Hedge Counterparty to the extent necessary to obtain any Hedging Transaction hereunder or any disclosures or filing required under SEC or state securities’ laws. Seller shall cooperate in Administrative Agent’s or any Buyer’s, efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Transaction Documents. If, in the absence of a protective order, Seller or any of its Representatives is compelled as a matter of law to disclose any such information, Seller may disclose to the party compelling disclosure only the part of the Transaction Documents as is required by law to be disclosed (in which case, prior to such disclosure, Seller shall advise and consult with Administrative Agent or any Buyer, and its counsel as to such disclosure and the nature and wording of such disclosure) and Seller shall use its best efforts to obtain confidential treatment therefor. Administrative Agent and Buyers acknowledge that this Agreement may be filed with the SEC; provided that Seller shall redact any pricing and other confidential provisions, including, without limitation, the amount of any Upfront Fee, Extension Fee, Applicable Spread and Purchase Percentage from such filed copy of this Lease prove Agreement to be invalid the extent permitted to do so by the SEC or illegal, such invalidity state authority. (b) [Reserved]. (c) No express or illegality implied waiver of any Event of Default by Administrative Agent shall in no way affect, impair or invalidate constitute a waiver of any other provisions hereofEvent of Default and no exercise of any remedy hereunder by Administrative Agent shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and until such shall be in writing and duly executed by Seller and Administrative Agent, and such remaining provisions shall remain on behalf of Buyers (in full force and effect. accordance with the Co-Buyer Agreement). (d) Time is of the essence with respect under the Transaction Documents and all Transactions thereunder, and all references to a time shall mean New York time in effect on the date of the action unless otherwise expressly stated in the Transaction Documents. (e) All rights, remedies and powers of Administrative Agent or any Buyer hereunder and in connection herewith are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers of Administrative Agent or any Buyer, whether under law, equity or agreement. In addition to the performance rights and remedies granted to it in this Agreement to the extent applicable, Administrative Agent and each Buyer, shall have all rights and remedies of every provision a secured party under the UCC and any other applicable law. (f) This Agreement and the Transaction Documents may be executed in counterparts, each of this Lease in which time of performance is a factor. Any copy of this Lease which is so executed by the parties shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. This Agreement and the Transaction Documents may be delivered by facsimile transmission, by electronic mail, or by other electronic transmission, in portable document format (.pdf) or otherwise, and each such executed facsimile, .pdf, or other electronic record shall be considered an original executed counterpart for all purposespurposes of this Agreement and any Transaction Document. This Lease shallEach party to this Agreement (a) agrees that it will be bound by its own Electronic Signature (as such term is defined immediately below), subject (b) accepts the Electronic Signature of each other party to this Agreement and any Transaction Document, and (c) agrees that such Electronic Signatures shall be the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns legal equivalent of Landlord and Tenantmanual signatures. The term "“Electronic Signature” means (i) the signing party" shall mean Landlord ’s manual signature on a signature page, converted by the signing party (or Tenant its agent) to facsimile or digital form (such as a .pdf file) and received from the context implies. If Tenant consists of more than one person customary email address or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws customary facsimile number of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction signing party (or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint ventureits counsel or representative), or other form of business entity, mutually agreed-upon authenticated source; or (ii) the signing party’s digital signature executed using a mutually agreed-upon digital signature service provider and the singular includes the pluraldigital signature process. The terms "mustwords “execution," "” “executed”, “signed,” “signature,” and words of like import in this paragraph shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right for the avoidance of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunderdoubt, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, include Electronic Signatures and the rule use and keeping of construction that a document is records in electronic form, each of which shall have the same legal effect, validity and enforceability as manually executed signatures and the use of paper records and paper-based recordkeeping systems, as the case may be, to be construed against the drafting party shall not be employed extent and as provided for in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its controlapplicable law, including agentsthe Federal Electronic Signatures in Global and National Commerce Act, inviteesstate laws based on the Uniform Electronic Transactions Act, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseother state law.

Miscellaneous. Should This Loan Agreement or any provisions part hereof, may not be assigned by Borrower without the written consent of this Lease prove Lender and shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, permitted successors and assigns. This Loan Agreement and/or the note or any part thereof may be assigned by Lender without the consent of Borrower. No amendment hereunder shall be effective unless in writing signed by the parties hereto and no waiver hereunder shall be effective unless in writing, signed by the party to be invalid charged. No failure to exercise, no delay in exercising, and no single or illegalpartial exercise on the part of Lender of any right, such invalidity remedy, or illegality power hereunder, shall in no way affect, impair operate as a waiver thereof or invalidate preclude Lender from exercising any other provisions hereofright, and such remaining provisions shall remain in full force and effectremedy or power hereunder. Time is of the essence with respect to the performance of every Any provision of this Lease Loan Agreement or the Note which is unenforceable in which any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof or of the note. The representations, warranties, obligations and indemnities of Borrower herein shall survive the termination of this Loan Agreement to the extent required for their full observance and performance. The obligation of each comaker (if any) of this Loan Agreement or the Note shall be primary, joint and several and each such comaker hereby irrevocably consents to any extension of time of performance is a factorpayments and/or the execution of any refinancing or restructuring agreements relative to this Loan Agreement or the Note. Any copy In the event Borrower fails to meet any obligation of this Lease which is executed by the parties it hereunder, Lender may at its option satisfy such obligation and Borrower shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are locatedreimburse Lender on demand therefor. The captions in this Lease Loan Agreement are for convenience only and shall not be construed in define or limit any of the construction or interpretation of any provision terms hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, This Loan Agreement may be executed in counterparts and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it all said counterparts taken together shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, constitute one and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Leasesame instrument. Where Tenant is obligated not to perform any act or is not permitted to perform any actTHIS LOAN IS SECURED BY THE TERMS OF THAT CERTAIN SECURITY AGREEMENT OF EVEN DATE BY AND BETWEEN BORROWER AND LENDER HEREUNDER, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.ATTACHED HERETO AS EXHIBIT C.

Miscellaneous. Should any provisions of this Lease prove to be invalid A. This Agreement shall have no force or illegal, effect unless and until such invalidity or illegality shall time as it is accepted by Administrator in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which of Georgia. B. This Agreement is not assignable by Dealer without the Leased Premises are located. The captions in this Lease are for convenience only prior w ▇▇▇▇▇▇ consent of Administrato r and shall not be construed to make Dealer an agent, expressed or implied, or an employee of Administrator. C. If any provision of this Agreement is held invalid under the law or r egulations of any state w here used, such provision shall be deemed not to be part of this Agreement in the construction or interpretation su ch state. The invalidation of any provision hereof. When the context of this Lease requiresAgreement, shall not invalidate any other provision hereof. D. Administrator reserves the neuter gender includes right to an offset of any losses/expenses relating and c onnected to Dealer’s Contract/PMA Agreeme nt business against any funds due to Dealer. E. The Administrator must regularly review Rates and Classi ng Guidelines and make changes to ensure actuarial soundness of Rates. Administrator may , from time to time, take any action to ensure the masculineactuarial soundness of the Rates including, but not limited to, increasing the feminineRates required on fu ture Contracts/PMA Agreements or surcharging future Contracts/PMA Agreements. Administrator will notify Dealer within a reasonable time period of the nature of the action to be taken. Dealer agrees, a partnershipw ithin sixty (60) days after receipt of notice by Administrator, corporationto act in accordance with Administrator’s request to increase the Rates req uired on future Contracts/PMA Agreements and/or surcharge future Contracts/PMA Agreements, limited liability companyas the case may be. If Dealer does not agree to or adhere to such modifications prescribed by Administrator, joint venturethis Agreement shall be terminated effective at the end o f the ninety (90) day period. F. Dealer shall immediately notify Administrator by mail of any lawsuit, regulatory inquiry, or other form complaint about the SC or PM ▇▇ ▇▇▇▇▇ or any Contract/PMA Agreement. G. The forbearance or neglect by Administrator and/or Administrator’s or obligor’s insurer to insist upon the performance of business entityan y paragraph, term, or provision of this Agr eement, or its failure to take advantage of its right and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When privileges in case any ▇▇▇▇▇ tion hereof by Dealer, shall not constitute a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent waiver of any Lender such right and privileges. H. Dealer’s pow er and authority shall also extend no further than as expressly stated herein and no pow er or authority shall be requiredimpl ied from granting or denial of any powers specifically mentioned herein. Landlord and Tenant Administrator shall both be deemed to have drafted this Leaseexercise no control w hatsoever over t he hours, and office location, staff or employees or manner of performance of duties of Dealer hereunder except as herein provided. I. If any legal action or other proceeding is brought for the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation enforcement of this Lease. Where Tenant is obligated Agreement, includi ng but not limited to perform any act a lleged dispute, breach, antic ipatory breach, default, or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of all eged misrepresentation in connection w ith any of the provisions of thi s Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in addition to any other relief to which they may be entitled. J. Except as otherwise explicitly provided here, all notices, demands, or communications regarding this LeaseAgreement shall be in writing, signed by the party serving the same, and depos ited, postage prepaid in the United States Postal Serv ices as certified or registered mail, delivered by commercial courier to the appropriate address. K. This Agreement contains t he entire Agreement betw een the Parties and supersedes all prior agreements either oral or w ▇▇▇▇▇▇, between the Dealer and Administrator, and may not be amended except in writing signed by both parties. INDS -901 AO (3/14)

Miscellaneous. Should A. Landlord and its agents shall have the right, (but not the obligation) to enter upon the Demised Premises, in any provisions emergency at any time and at other reasonable times upon reasonable prior notice to Tenant, to examine the same and to make such repairs, replacements and improvements as Landlord may deem necessary or desirable to the Demised Premises or any other portion of the Building. Tenant shall permit Landlord to use, maintain and replace the present pipes and conduits in and to the Demised Premises and to erect new pipes and conduits therein provided they are concealed within the walls, floors or ceilings. Landlord may, during the progress of any work in the Demised Premises, take all necessary materials and equipment into said premises without the same constituting an eviction or entitling Tenant to any damages or abatement of rent while such work is in progress, provided that any work done by Landlord is done in a manner not to cause material inconvenience to Tenant, nor to cause a significant interruption of Tenant’s operations. B. Throughout the term of this Lease, Landlord shall have the right to enter the Demised Premises during business hours upon reasonable prior notice to Tenant for the purpose of showing the same to prospective purchasers or mortgagees of the Building and, during the last twelve (12) months of the term of this Lease, for the purpose of showing the same to prospective tenants. C. Landlord shall have the right at any time upon two (2) weeks prior written notice to Tenant, without the same constituting an eviction and without incurring any liability to Tenant, to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building and to change the name and/or address of the Building. D. In the event of any liability by Landlord, Tenant agrees to look solely to Landlord’s estate and interest in the Land and Building, or the Lease prove of the Building, or of the Land and Building, and the premises, for the satisfaction of any right or remedy of Tenant for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord, and no other property or assets of Landlord shall be subject to be invalid levy, execution, attachment, or illegalother enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, such invalidity the relationship of Landlord and Tenant hereunder, or illegality shall in no way affect, impair Tenant’s use and occupancy of the Demised Premises or invalidate any other provisions hereofliability of Landlord to Tenant arising hereunder. In no event shall Tenant make any claim against or seek to impose any personal liability upon any party, individuals, general or limited partners or any partnership or any stockholder, director or principal of or partner in Landlord or any party that holds any interest in Landlord. E. Tenant at any time, and such remaining provisions from time to time, but only in connection with a financing, a sale or leasing of the Building, upon at least forty-five (45) days’ prior notice by Landlord, shall remain execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord, a statement certifying that this Lease is unmodified and in full force and effect. Time effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the fixed rent and additional rent have been paid, and stating whether or not there exists any default by Landlord under this Lease, and, if so specifying each such default and such other reasonable information in connection with this Lease as shall be requested in said certificate. F. For the purposes of this Lease, the term “Landlord”, as used in this Lease, means only the owner, or the mortgagee in possession, from time to time of the essence with respect to Land and Building (or the performance owner of every provision a lease of this Lease the Building or of the Land and Building) of which the Demised Premises form a part, so that in which time the event of performance any sale or sales of said Land and Building, or of said lease, or in the event of a lease of said Building, or of the Land and Building, the then Landlord shall be and hereby is a factor. Any copy entirely freed and relieved of this Lease which is executed by all covenants and obligations of Landlord thereafter arising or accruing after the parties date of such sale, conveyance or transfer, and it shall be deemed an original for and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the sale lessee of the Building, or of the Land and Building, that the purchaser or the lessee of the Building has assumed and agreed to carry out any and all purposes. This Lease shall, subject to the provisions regarding assignment, apply to covenants and bind the respective heirs, successors, executors, administrators and assigns obligations of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should any provisions of this Lease prove (a) The parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effecteffect and is hereby ratified and confirmed in all respects. Time is Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement. (b) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (c) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (d) Subject to the satisfaction of the essence conditions set forth in Section 3 below, this Amendment shall be effective as of the date of this Amendment first written above. (e) The Collateral Agent, the Collateral Administrator and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the performance validity, execution or sufficiency of this Amendment and make no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to the benefit of every provision of the Loan and Security Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent, the Collateral Administrator and the Securities Intermediary, including their right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided. The Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent, the Collateral Administrator and the Securities Intermediary to execute this Lease Amendment. (f) The individual executing this Amendment on behalf of the Company hereby certifies to the Administrative Agent that (i) all of the representations and warranties set forth in which time Section 6.01 of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, Loan and Security Agreement are true and correct (subject to the provisions regarding assignmentany materiality qualifiers set forth therein) and (ii) no Default, apply to and bind the respective heirs, successors, executors, administrators and assigns Event of Landlord and Tenant. The term "party" shall mean Landlord Default or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseMarket Value Cure Failure has occurred.

Miscellaneous. Should any provisions A. The term "Landlord," as used in this Lease, so far as covenants or obligations on the part of this Lease prove Landlord are concerned, shall be limited to be invalid mean and include only the owner or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is owners of the essence Premises at the time in question. In the event of any transfer or transfers of the title to the Premises, the Landlord herein named (and in the case of any subsequent transfers or conveyances, the then grantor) shall be automatically released, from and after the date of such transfer or conveyance, from all liability with respect to the performance of every any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed; provided that the grantee assumes the duty to perform Landlord's covenants and obligations hereunder, and provided that any funds in which Tenant has an interest in the hands of Landlord or the then grantor at the time of such transfer shall be turned over to the grantee. Any amount then due and payable to Tenant by Landlord or the then grantor under any provisions of this Lease shall be paid to Tenant at the time of any transfer or conveyance. B. The termination or mutual cancellation of this Lease shall not work a merger, and such termination or mutual cancellation shall, at the option of Landlord, either terminate all subleases and subtenancies or operate as an assignment to Landlord of any or all of such subleases or subtenancies. C. In the event either party to this Lease shall fail to comply with its obligations hereunder, and such failure continues for 30 days after notice (or such longer period not to exceed 45 days if performance has commenced but compliance cannot reasonably be obtained within 30 days) stating that the party giving such notice will use self help if there is no compliance within the time period, the other party may (but shall not be obligated to) fulfill such obligation on behalf of the non-complying party, making any reasonable expenditure in connection therewith. All such expenditures shall be reimbursed to the other party within 30 D. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease, then and in which time that event, it is the intention of performance is a factor. Any copy the parties hereto that the remainder of this Lease which shall not be affected thereby; and it is executed also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there shall be added as a part of this Lease a legal, valid and enforceable clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible. E. The captions of each paragraph are added as a matter of convenience only and shall be considered to be of no effect in the construction of any provision or provisions of this Lease. F. Except as herein specifically set forth, all terms, conditions and covenants to be observed and performed by the parties hereto shall be applicable to and binding upon their respective heirs, administrators, executors, successors and assigns. G. Time is of the essence hereof. If the last day permitted for the performance of any act required or permitted under this Lease falls on a Saturday, Sunday or holiday, the time for such performance will be extended to the next succeeding business day. H. Any obligation of the Landlord hereunder or any obligation of Tenant, other than the payment of Rent, which is delayed or not performed due to acts of God, strike, riot, war, weather, failure to obtain labor and materials at a reasonable cost, or any other reason beyond the control of the Landlord or Tenant shall not constitute a default hereunder and shall be performed within a reasonable time after the end of such cause for delay or non-performance. I. This Lease may be executed in two or more duplicate originals. Each duplicate original shall be deemed to be an original hereof, and it shall not be necessary for a party hereto to produce more than one such original as evidence hereof. J. Tenant shall pay, or cause to be paid, before delinquency, any and all purposestaxes levied or assessed and which become payable during the term hereof upon all of Tenant's income, leasehold improvements, equipment, furniture, fixtures and personal property owned by Tenant located in the Premises. This Lease shallIn the event that any or all of Tenant's leasehold K. Tenant shall have the right to contest the amount or validity, subject in whole or in part, of any tax that Tenant is required to pay, by appropriate proceedings diligently conducted in good faith. Landlord will not be required to join in any contest or proceeding unless the provisions regarding assignmentof any law or regulation then in effect requires that the proceeding be brought by or in the name of Landlord. In that event, apply Landlord will join in the proceedings or permit them to be brought in its name; however, Landlord will not be subjected to any liability for the payment of any costs or expenses in connection with any contest or proceedings, and bind Tenant will indemnify Landlord against and save Landlord harmless from any costs and expenses in this regard. L. Any consent of Landlord or Tenant hereunder shall not be unreasonably withheld or delayed. M. In the respective heirs, successors, executors, administrators and assigns event of any litigation between Landlord and Tenant. The term "party" shall mean Landlord or Tenant as , the context implies. If Tenant consists of more than one person or entity, then all members of Tenant prevailing party in such litigation shall be jointly entitled to an award of its reasonable attorneys' and severally liable hereunder. legal assistants' fees and costs. N. This Lease shall will be construed and enforced in accordance with the Laws laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseColorado.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality (a) The Depositary shall in have only those duties as are specifically and expressly provided herein and no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties duties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenantimplied. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only Depositary may rely upon and shall not be construed in liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the construction or interpretation Escrow Agent without inquiry and without requiring substantiating evidence of any provision hereofkind. When The Depositary shall be under no duty to inquire into or investigate the context validity, accuracy or content of this Lease requiresany such document, notice, instruction or request. The Depositary shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Depositary may act in reliance upon any signature believed by it to be genuine and may assume that any person purporting to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Depositary shall have no duty to solicit any payments, including, without limitation, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. Deposits. (b) The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party Depositary shall not be employed responsible for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or for the construction failure by the Escrow Agent or interpretation of this Lease. Where Tenant is obligated not any other person or entity (other than the Depositary) to perform any act of its obligations hereunder (whether or is not permitted the Depositary shall have any knowledge thereof) and the Depositary shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Depositary’s gross negligence or willful misconduct was the primary cause of any loss. The Depositary may execute any of its powers and perform any actof its duties hereunder directly or through attorneys, Tenant is also obligated and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney. The Depositary may consult with counsel, accountants and other skilled persons to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors be selected and employees, from performing such actretained by it. Landlord The Depositary shall not become be liable for any action taken, suffered or omitted to be deemed a partner taken by it in accordance with, or a joint venturer in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Depositary shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with Tenant by reason of any of the provisions of this LeaseAgreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held hereunder until it shall be given a direction in writing by the Escrow Agent which eliminates such ambiguity or uncertainty to the satisfaction of Depositary or by a final and non-appealable order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Depositary be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, whether or not foreseeable) suffered by the Escrow Agent or any of the Receiptholders in connection with this Agreement or the transactions contemplated or any relationships established by this Agreement, even if the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. In the event of any conflict or inconsistency between any provision in this Agreement and a provision in any other document, the provisions of this Agreement shall control. (c) The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents); (i) shall have no duties or responsibilities under this Agreement except those expressly set forth in this Agreement; (ii) shall not be responsible to the Depositary for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or the Escrow and Paying Agent Agreement or for the failure by the Depositary or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); and (iii) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds). (d) (i) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Depositary to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Escrow Agent acknowledges that Section 326 of the USA PATRIOT Act and the Depositary’s identity verification procedures require the Depositary to obtain information which may be used to confirm the Escrow Agent’s identity including without limitation name, address and organizational documents (“identifying information”). The Escrow Agent agrees to provide the Depositary with and consent to the Depositary obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Depositary. (ii) Depositary agrees that upon the reasonable request of the Escrow Agent, it will provide to the Escrow Agent such information and documents as the Escrow Agent may require (x) to satisfy applicable anti-money laundering laws and regulations, including the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable U.S. anti-money laundering laws and regulations (collectively, the “anti-money laundering/OFAC laws”), or (y) to meet the requirements of the Escrow Agent’s internal know your customer policies and procedures adopted in accordance with the anti-money laundering/OFAC laws.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. 12.1 The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions headings contained in this Lease Agreement are for the convenience of reference only and shall not be construed in used to interpret, explain or otherwise affect the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any meaning of the provisions of this LeaseAgreement. 12.2 This Agreement shall, upon its effectiveness, constitute the entire agreement and common understanding of the parties with respect to the subject matters herein and fully supersede all prior verbal and written agreements and understandings with respect to the subject matters herein. 12.3 This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and permitted assigns. Without the prior written consent by the Lender, the Borrower shall not transfer its rights, interest or obligations under this Agreement. 12.4 The Borrower hereby agrees that (i) if the Borrower dies, the Borrower agrees to immediately transfer its rights and obligations pursuant to this Agreement to the person designated by the Lender; (ii) the Lender may transfer its rights and obligation pursuant to this Agreement to other third parties when needed. The Lender only needs to issue a written notice to the Borrower for such transfer and no need to obtain the consent by the Borrower. 12.5 Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights. 12.6 If any provision of this Agreement is judged by a court of competent jurisdiction, governmental agency or arbitration authority as void, invalid or unenforceable, the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall cease performing such void, invalid or unenforceable provisions and revise those void, invalid or unenforceable provisions to the extent closest to the original intention thereof to recover its validity or enforceability for such specific facts and circumstances. 12.7 Any matters excluded in this Agreement shall be negotiated by the Parties. Any amendment and supplement to this Agreement shall be made by the Parties in writing. The amendment and supplement duly executed by each Party shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement. 12.8 This Agreement is executed with three (3) original copies; each Party holds one (1) original copy and original copies have equal legal effect.

Miscellaneous. Should any provisions 19.01 This Licence will inure to the benefit of, and be binding on, the parties and their respective heirs, executors, successors and permitted assigns. 19.02 The laws of British Columbia will govern the interpretation of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, Licence and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision the parties' obligations under this Licence. 19.03 Any power conferred or duty imposed on a Ministry employee referred to in this Licence may be exercised or fulfilled by another Ministry employee designated or authorized to do so by the Minister, the Chief Forester, the Regional Manager, or the District Manager, as appropriate. 19.04 The Schedules to this Licence are deemed to be part of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions Licence. 19.05 Nothing in this Lease are for convenience only and shall not be construed in the construction Licence or interpretation of any provision hereof. When the context of a cutting permit issued under this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document Licence is to be construed against as authorizing the drafting party shall Licensee to engage in any activities or carry out any operations otherwise than in compliance with the requirements of the forestry legislation. 19.06 Subject to this Licence and all applicable legislation, including but not restricted to the forestry legislation, the Minister will ensure that the obligations under this Licence of the Ministry employees referred to in this Licence are fulfilled. 19.07 The Licensee must: (a) comply with the forestry legislation; and (b) ensure that its employees, agents and contractors comply with the forestry legislation when engaging in or carrying out activities or operations under or associated with the Licence. 19.08 Nothing in this Licence entitles the Licensee to have an area of Schedule “A” Land subject to a timber licence or Schedule “B” Land, to be employed replaced with another area, or to have rights awarded under another agreement under the Forest Act, in the construction event: (a) timber is damaged or interpretation destroyed by pests, fire, wind or other natural causes; (b) an area of land is deleted from the licence area under the forestry legislation, or under any other Act or regulation; or this Lease. Where Tenant Licence expires, is obligated not to perform any act surrendered, is cancelled or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any otherwise terminated. 19.09 At the request of the provisions Regional Manager or District Manager, the Licensee will survey and define on the ground any or all boundaries of this Leasethe licence area.

Miscellaneous. Should any provisions (a) The Required Lenders’ execution of this Lease prove Amendment shall constitute the written consent required under Section 10.05 of the Loan and Security Agreement. (b) The parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effecteffect and is hereby ratified and confirmed in all respects. Time is Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement. (c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (d) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (e) Subject to the satisfaction of the essence conditions precedent specified in Section 2 above, this Amendment shall be effective as of the date of this Amendment first written above. (f) The Collateral Agent, the Collateral Administrator and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the performance validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to the benefit of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject Loan and Security Agreement relating to the provisions regarding assignmentconduct or affecting the liability of or affording protection to the Collateral Agent, apply the Collateral Administrator and the Securities Intermediary, including their right to be compensated, reimbursed and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced indemnified in accordance with the Laws of the State in which the Leased Premises are locatedterms thereof. The captions in this Lease are for convenience only Administrative Agent, by its signature hereto, authorizes and shall not be construed in directs the construction or interpretation of any provision hereof. When the context of this Lease requiresCollateral Agent, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, Collateral Administrator and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required Securities Intermediary to do something by execute this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseAmendment.

Miscellaneous. Should 35.1 If either Landlord or Tenant waives the performance of any provisions term, covenant or condition contained in this Lease, such waiver shall not be deemed to waive any other breach of the same or of any other term, covenant or condition contained herein. Furthermore, the acceptance of Rent by Landlord shall not constitute a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such breach at the time of Landlord’s acceptance of such Rent. Failure by Landlord to enforce any of the terms, covenants or conditions of this Lease prove for any length of time shall not be deemed to waive or to affect the right of Landlord to insist thereafter upon strict performance by Tenant. Landlord’s or Tenant’s waiver of any term, covenant or condition of this Lease may only be made by a written document signed by the waiving party. 35.2 Any voluntary or other early surrender of this Lease by Tenant, mutual termination hereof or prior termination hereof by Landlord shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or sub-tenancies. If Landlord elects to assume any sublease or enter into a lease with any subtenant, such assumption shall not relieve Tenant of any remaining liability under this Lease. 35.3 This Lease shall not be recorded; and no memorandum of lease shall be recorded without Landlord’s prior written consent. 35.4 Rent, Additional Rent and all other sums payable under this Lease must be paid in lawful money of the United States of America. 35.5 This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease. 35.6 Nothing contained in this Lease shall be construed to create the relationship of principal and agent, partnership, joint venture or any other relationship between the parties hereto, other than the relationship of Landlord and Tenant. 35.7 Any provision of this Lease that proves to be invalid invalid, void or illegal, such invalidity or illegality illegal shall in no way affect, impair or invalidate any other provisions provision hereof, and such remaining other provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties . 35.8 The term “Premises” shall be deemed an original for to include (unless, based on the context, such meaning would clearly be unintended) the space hereby demised and all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord improvements on or Tenant as the context implies. If Tenant consists of more than one person at any time hereafter constructed or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced built in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasespace.

Miscellaneous. Should any provisions 31.1 The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Time is of the essence of this Lease prove and each and all of its provisions. Submission of this instrument for examination or signature by ▇▇▇▇▇▇ does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. Subject to Article 15 hereof, this Lease shall benefit and bind Landlord and ▇▇▇▇▇▇ and the personal representatives, heirs, successors and assigns of Landlord and ▇▇▇▇▇▇. Unless required by a lender pursuant to section 22.1, neither this Lease nor any memorandum, short form, affidavit or other writing with respect thereto, shall be recorded by Tenant or anyone acting through, under or on behalf of Tenant. Tenant shall not, without the prior written consent of Landlord, use the name of the Project or the Building for any purpose other than as the address of the business to be invalid conducted by Tenant in the Premises. If any provision of this Lease is determined to be illegal or illegalunenforceable, such invalidity or illegality determination shall in no way affect, impair or invalidate not affect any other provisions hereof, provision of this Lease and all such remaining other provisions shall remain in full force and effect. Time is This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord rent or Tenant as the context impliesother amounts owing hereunder against Landlord. If Tenant consists requests the consent or approval of more than one person Landlord to any assignment, sublease or entityother action by ▇▇▇▇▇▇, then all members of Tenant shall be jointly pay on demand to Landlord all costs and severally liable hereunderexpenses, including, without limitation, reasonable attorneys’ fees, incurred by Landlord in connection therewith. This Lease shall be governed by and construed and enforced in accordance with the Laws laws of the State of California. 31.2 Tenant acknowledges that the late payment by Tenant of any monthly installment of Base Rent or additional monthly rent will cause Landlord to incur costs and expenses, the exact amount of which is extremely difficult and impractical to fix. Such costs and expenses will include, without limitation, administration and collection costs and processing and accounting expenses. Therefore, if any monthly installment of Base Rent or additional monthly rent is not received by Landlord from Tenant within five (5) Business Days after such installment is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of such delinquent installment. Landlord and Tenant agree that such late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by ▇▇▇▇▇▇’s failure to make timely payment. In no event shall such late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any monthly rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay each installment of monthly rent due under this Lease in a timely fashion, including the right to terminate this Lease. All amounts of money payable by Tenant to Landlord hereunder, if not paid when due, shall bear interest from the due date until paid at the rate (the “Interest Rate”) equal to ten percent (10%) per annum. 31.3 If there is any legal action or proceeding between Landlord and Tenant to enforce any provision of this Lease or to protect or establish any right or remedy of either Landlord or Tenant hereunder, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees shall be included in and as a part of such judgment. Notwithstanding the foregoing, however, Landlord shall be deemed the prevailing party in any unlawful detainer or other action or proceeding instituted by Landlord based upon any default or alleged default of Tenant hereunder if (a) judgment is entered in favor of Landlord, or (b) prior to trial or judgment Tenant pays all or any portion of the rent claimed by Landlord, vacates the Premises, or otherwise cures the default claimed by Landlord. 31.4 Exhibit A (Plan Outlining the Premises), Exhibit B (Approved Plans) and Exhibit C (Rules and Regulations) and any other attachments specified in the Basic Lease Information are attached to and made a part of this Lease. Landlord and Tenant agree that the rentable area of the Premises as calculated as of the date of this Lease is accurately set forth in the Basic Lease Information. 31.5 Landlord and Tenant each hereby expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to trial by jury and any and all right to receive punitive, exemplary and consequential damages from the other (or any past, present or future board member, trustee, director, officer, employee, agent, representative, or advisor of the other) in any claim, demand, action, suit, proceeding or cause of action in which Landlord and Tenant are parties, which in any way (directly or indirectly) arises out of, results from or relates to any of the Leased following, in each case whether now existing or hereafter arising and whether based on contract or tort or any other legal basis: This Lease; any past, present or future act, omission, conduct or activity with respect to this Lease; any transaction, event or occurrence contemplated by this Lease; the performance of any obligation or the exercise of any right under this Lease; or the enforcement of this Lease. Landlord and Tenant reserve the right to recover actual or compensatory damages, with interest, attorneys’ fees, costs and expenses as provided in this Lease, for any breach of this Lease. 31.6 Landlord reserves the right (upon thirty (30) days’ prior notice to, but otherwise without the consent of Tenant) to make improvements and/or additions to portions of the Building, including, without limitation, adding floor area to one or more existing floors of the Building, and to undertake structural and seismic improvement projects in the Project. Such construction activity may result in columns, beams and other structural components being placed in the Premises to accommodate the construction work and/or the permanent additions and/or expansions to be constructed. Any such construction activity is entirely discretionary with Landlord, and ▇▇▇▇▇▇ agrees that no representation, express or implied, with respect to the future condition of the Building or the Project or any improvements thereto have been made to Tenant by Landlord or any Landlord representative. Tenant hereby waives any and all rights or claims of any kind for rent offsets or based on constructive eviction, nuisance, or interference with enjoyment which may arise in connection with or result from such construction activities; provided, however, Landlord shall use commercially reasonable efforts to minimize disruption of Tenant’s business caused by such construction activities. If the Premises are locatedaltered by reason of such improvements, ▇▇▇▇▇▇▇▇ agrees to re-measure the Premises following the completion of the improvements and to adjust Tenant’s rental obligations hereunder based on the new square footage of the Premises, as determined by Landlord. 31.7 Within sixty (60) days following June 30 and December 31 of each calendar year, Tenant shall furnish to Landlord copies of true and accurate copies of Tenant’s internally prepared financial statements for such calendar year reflecting ▇▇▇▇▇▇’s then current financial situation. In addition, at any time within fifteen (15) days after ▇▇▇▇▇▇▇▇’s request therefor (but in no event more than once per calendar year), Tenant shall furnish to Landlord copies of true and accurate copies of ▇▇▇▇▇▇’s most recent internally prepared financial statements reflecting ▇▇▇▇▇▇’s then current financial situation. In the event that ▇▇▇▇▇▇ begins utilizing an outside accountant and/or preparing audited financial statements, then the financial statements required by this section 31.7 shall be the financial statements prepared by such outside accountant and, if applicable, on an audited basis. All financial statements provided to Landlord shall be prepared in accordance with GAAP and certified by a responsible officer of Tenant as presenting fairly in all material respects the financial condition and results of operations of Tenant. Landlord shall use good faith efforts to keep such information received from Tenant confidential, except that Landlord may disclose such financial information received from Tenant to any lender or prospective lender for, or purchaser or prospective purchaser of, the Building, as necessary in the course of any litigation arising out of or concerning this Lease, or as required by applicable law, and provided however that the foregoing confidentiality requirement shall be inapplicable in the event the subject financial information is made publicly available by the Securities and Exchange Commission or any other governmental body. “GAAP” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of Tenant, except that any accounting principle or practice required to be changed by the Financial Accounting Standards Board (or other appropriate board or committee of the said Board) in order to continue as a generally accepted accounting principle or practice may be so changed. 31.8 Notwithstanding any other provision of this Lease, the liability of Landlord for its obligations under this Lease is limited solely to Landlord’s interest in the Project as the same may from time to time be encumbered, and no personal liability shall at any time be asserted or enforceable against any other assets of Landlord or against the constituent shareholders, partners or other owners of Landlord, or the directors, officers, employees and agents of Landlord or such constituent shareholder, partner or other owner, on account of any of Landlord’s obligations or actions under this Lease. 31.9 ▇▇▇▇▇▇ agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord, and that disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate with other tenants. Tenant hereby agrees that Tenant and its partners, officers, directors, employees, agents, real estate brokers and sales persons and attorneys shall not disclose the terms of this Lease to any other person without ▇▇▇▇▇▇▇▇’s prior written consent, except to any accountants of Tenant in connection with the preparation of Tenant’s financial statements or tax returns, to an assignee of this Lease or sublessee of the Premises, or to an entity or person to whom disclosure is required by applicable law or in connection with any action brought to enforce this Lease. 31.10 The captions square footage figures contained in this Lease shall be final and binding on the parties. Landlord reserves the right to periodically remeasure the Project, the Building and/or the Premises in accordance with generally accepted industry standards, which may result in an increase or decrease in the number of rentable square feet contained therein, provided that such remeasurement shall not under any circumstances result in an increase or decrease in the Base Rent payable by Tenant hereunder. In the event of such an adjustment in the rentable square footage, ▇▇▇▇▇▇’s Percentage Share shall be adjusted accordingly. Subject to the foregoing, the square footage figures contained in this Lease are for convenience only final and shall not be construed in binding on the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseparties.

Miscellaneous. Should (a) The Options granted pursuant to this Option Agreement are granted subject to the terms and conditions set forth in the Plan, a copy of which has been delivered to the Optionee. All terms and conditions of the Plan, as may be amended from time to time, are hereby incorporated into this Option Agreement by reference and shall be deemed to be a part of this Option Agreement, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Option Agreement. In the event that there is any inconsistency between the provisions of this Lease prove Option Agreement and of the Plan, the provisions of the Plan shall govern. (b) All decisions and interpretations made by the Board or its designee with regard to any question arising under the Plan or this Option Agreement shall be binding and conclusive on the Optionee, the Optionee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Corporation and its successors and assigns. (c) The grant of the Options is discretionary and no provision in this Agreement shall be considered to be invalid an employment contract or illegala part of the Optionee’s terms and conditions of employment, nor shall any provision be construed to confer upon the Optionee the right to be employed or be retained in the employ by the Corporation or any Subsidiary, or to interfere in any way with the right and authority of the Corporation or any Subsidiary either to increase or decrease the compensation of the Optionee at any time, or to terminate any employment or other relationship between the Optionee and the Corporation or any Subsidiary. (d) This Option Agreement, and the terms and conditions of the Plan, shall bind, and inure to the benefit of the Optionee, the Optionee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Corporation and its successors and assigns. (e) This Option Agreement shall be governed by the laws of the State of Delaware (but not including the choice of law rules thereof). (f) Any action relating to or arising out of this Option Agreement shall be brought only in a court of competent jurisdiction located in Delaware or Florida and the parties expressly consent to such invalidity venue. The parties consent to the personal jurisdiction of the courts located in Delaware or illegality Florida over them. (g) Any amendment to the Plan shall be deemed to be an amendment to this Option Agreement to the extent that the amendment is applicable hereto. The terms and conditions of this Option Agreement may not be modified, amended or waived, except by an instrument in writing signed by a duly authorized executive officer at the Corporation. Notwithstanding the foregoing, no way affectamendment shall adversely affect the Optionee’s rights under this Option Agreement without the Optionee’s consent; provided, impair however, that the Corporation unilaterally may waive any provision hereof in writing to the extent that such waiver does not adversely affect the interests of the Optionee hereunder, but no such waiver shall operate as or invalidate be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. (h) Any notice hereunder by the Optionee to the Corporation shall be in writing and shall be deemed duly given (i) if mailed or delivered to the Corporation at its principal office, addressed to the attention of Stock Plan Administration, (ii) if electronically delivered to the e-mail address, if any, for Stock Plan Administration or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Corporation may hereafter designate by notice to the Optionee. Any notice hereunder by the Corporation to the Optionee shall be in writing and shall be deemed duly given (i) if mailed or delivered to the Optionee at Optionee’s address listed in the Corporation’s records, (ii) if electronically delivered to the e-mail address, if any, for Optionee listed in the Corporation’s records or (iii) if so mailed, delivered or electronically delivered to such other address or e-mail address as the Optionee may hereafter designate by written notice given to the Corporation. (i) If one or more of the provisions of this Option Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and such the remaining provisions hereof shall remain continue to be valid and fully enforceable. (j) This Option Agreement, the Plan, any Change-in-Control Employment Agreement between the Corporation and the Optionee, and, in full force and effect. Time is the case of the essence Corporation’s Chief Executive Officer only, the Amended and Restated Employment Agreement entered into effective as January 7, 2016, together constitute the entire agreement and supersedes all prior understandings and agreements, written or oral, of the parties hereto with respect to the performance of every provision of subject matter hereof. (k) In the event that it is determined that the Optionee was not eligible to receive this Lease in which time of performance is a factor. Any copy of Option, the Option and this Lease which is executed by the parties Option Agreement shall be deemed an original for all purposes. null and void and of no further effect. (l) This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both Option Agreement will be deemed to have drafted this Lease, be signed by the Corporation and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any Optionee upon Optionee’s acceptance of the provisions Notice of this Lease.Grant of Stock Options attached as Schedule A.

Miscellaneous. Should 13.1. The article and paragraph headings contained in this Agreement are for reference purposes only and will not affect in any provisions way the meaning or interpretation of this Lease prove to Agreement. 13.2. This Agreement may be invalid or illegalexecuted in any number of counterparts, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is each of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposesoriginal. 13.3. This Lease shall, subject to the provisions regarding assignment, apply to Agreement will be governed by and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws laws of the State in which of New York, without regard to its principles of conflicts of laws. 13.4. This Agreement will bind and inure to the Leased Premises are locatedbenefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder will be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or will be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies hereunder or by reason of this Agreement. 13.5. The captions in this Lease obligations and liabilities of Acquiring Fund hereunder are for convenience only solely those of Acquiring Fund. It is expressly agreed that no shareholder, nominee, trustee, officer, agent or employee of Acquiring Fund, or trustee or officer of Acquiring Fund Trust, acting on behalf of Acquiring Fund, shall be personally liable hereunder. The execution and shall not be construed in the construction or interpretation of any provision hereof. When the context delivery of this Lease requiresAgreement have been authorized by the trustees of Acquiring Fund Trust, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form acting on behalf of business entityAcquiring Fund, and the singular includes the plural. The terms "must," "shall," "will," signed by an authorized officer of Acquiring Fund Trust, acting on behalf of Acquiring Fund, and "agree" are mandatory. The term "may" is permissive. When a party is required to do something neither such authorization by this Lease, it such trustees nor such execution and delivery by such officer shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted been made by any of them individually or to impose any liability on any of them personally. 13.6. The obligations and liabilities of Acquired Fund hereunder are solely those of Acquired Fund. It is expressly agreed that no shareholder, nominee, trustee, officer, agent or employee of Acquired Fund, or trustee or officer of Acquired Fund Trust, acting on behalf of Acquired Fund, shall be personally liable hereunder. The execution and delivery of this LeaseAgreement have been authorized by the trustees of Acquired Fund Trust, acting on behalf of Acquired Fund, and the rule signed by an authorized officer of construction that a document is to be construed against the drafting party Acquired Fund Trust, acting on behalf of Acquired Fund, and neither such authorization by such trustees nor such execution and delivery by such officer shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant to have been made by reason of any of the provisions them individually or to impose any liability on any of this Leasethem personally.

Miscellaneous. Should 5.1 Whenever the word “Optionee” is used in any provisions provision of this Lease prove Option under circumstances where the provision should logically be construed to apply to the executors, the administrators or the person or persons to whom this Option may be invalid transferred as permitted herein, the word “Optionee” shall be deemed to include such person or illegalpersons. 5.2 This Option may not be transferred except by the Optionee upon his or her death. No other assignment or transfer of this Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise shall be permitted, but immediately upon any such invalidity assignment or illegality transfer this Option shall terminate and become of no further effect. This Option shall be exercisable only by the Optionee or by an entity or other person to which this section permits transfer and shall remain subject to any restrictions on exercise and otherwise as if held by the Optionee. The Corporation shall have received an amount sufficient to satisfy any federal, state, local or other withholding tax requirements prior to crediting the shares issuable upon exercise of this Option to a book-entry account. 5.3 If there is any change in the Common Stock by reason of any stock split, stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange of shares, or any other similar transaction, the number and kind of shares subject to this Option and the Option Price, as applicable, shall be appropriately adjusted by the Human Resources and Compensation Committee of the Board of Directors of the Corporation (the “Committee”). 5.4 Notwithstanding any other provision hereof, the Optionee hereby agrees that he or she will not exercise the Option granted hereby, and that the Corporation will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Corporation of any provision of law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Corporation shall in no way affect, impair event be obliged to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or invalidate to take any other provisions hereofaffirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 5.5 No amount of income received by an Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation. 5.6 The parties hereto agree that the Option granted hereby is not, and such remaining provisions shall remain in full force and effect. Time is should not be construed to be, an incentive stock option under Section 422 of the essence Internal Revenue Code, as amended. 5.7 The Optionee accepts the grant of the Option confirmed hereby, and agrees to be bound by the terms and provisions of the Plan, as the Plan may be amended from time to time; provided, however, that no alteration, amendment, revocation or termination of the Plan shall, without the written consent of the Optionee, adversely affect the rights of the Optionee with respect to the performance of every provision Option. Except as otherwise specifically provided in Section 4.1 or 4.2 hereof, should there be any inconsistency between the provisions of this Lease Option and the terms and conditions of the Plan, the provisions in which time of performance is a factorthe Plan shall govern and prevail. Any A copy of the Plan may be obtained by writing or calling the Corporate Compensation Division of the Corporation’s Human Resources Department in Pittsburgh, Pennsylvania. 5.8 In the event the Optionee fails to comply with any rules or regulations the Corporation establishes with respect to its businesses (including the Corporation’s Code of Conduct and Interpretive Guidance), the Corporation may cancel or revoke all or any portion of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject Option with respect to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenantshares not yet exercised. The term "party" Corporation shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. have sole discretion to determine what constitutes such failure. 5.9 This Lease Agreement shall be construed and enforced in accordance with the Laws laws of the State in which Commonwealth of Pennsylvania, other than any choice of law rules calling for the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation application of any provision hereof. When the context laws of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseanother jurisdiction.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The benefit of each indemnity obligation of Tenant under this Lease is assignable in whole or in part by Landlord. The term "“party" ” shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. Submission of this Lease for review, examination or signature by Tenant does not constitute an offer to lease, a reservation of or an option for lease, and notwithstanding any inconsistent language contained in any other document, this Lease is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "“must," "” “shall," "” “will," ” and "“agree" ” are mandatory. The term "“may" ” is permissive. The term “governmental agency” or “governmental authority” or similar terms shall include, without limitation, all federal, state, city, local and other governmental and quasi-governmental agencies, authorities, bodies, boards, etc., and any party or parties having enforcement rights under any Restrictions. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's ’s consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should 20.01 This Lease, including the Exhibits and Schedules attached hereto, sets forth the entire agreement between the parties with respect to the Demised Premises. All prior conversations or writings between the parties hereto or their representatives with respect to the Demised Premised are merged herein and extinguished. Tenant has relied on Tenant's inspections, due diligence and investigations in entering into this Lease and not on any representations or warranties made by or on behalf of Landlord concerning the condition or suitability of the Demised Premises for any particular purpose. 20.02 This Lease shall not be modified except by a writing signed by the party to be charged. The Article captions appearing herein are inserted as a matter of convenience and are not intended to define, construe or describe the scope or intent of any provision of this Lease. 20.03 If any provision of this Lease or the application thereof to any person or circumstance shall be held void or unenforceable, then the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held void or unenforceable shall not be affected thereby. 20.04 Except as otherwise expressly provided in this Lease, all the terms, covenants conditions and provisions of this Lease prove shall be binding upon and shall inure to be invalid the benefit of the parties hereto and their respective heirs, administrators, executors, successors and permitted assigns. 20.05 The person or illegalpersons executing this Lease on behalf of Tenant hereby covenant, represent and warrant that Tenant is a duly incorporated corporation authorized to do business in Arkansas; and that the person or persons executing this Lease on behalf of Tenant is an officer or are officers of such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereofTenant, and that he or they as such remaining provisions shall remain in full force officers are duly authorized to execute, acknowledge and effect. Time is of the essence with respect to the performance of every provision of deliver this Lease to Landlord. 20.06 This Lease may be executed in several counterparts, each of which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for original, and all purposes. This Lease shall, subject to such counterparts shall together constitute one and the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. same instrument. 20.07 This Lease shall be construed governed and enforced in accordance with controlled by the Laws law of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseArkansas.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence under this agreement and all Transactions and all references to a time shall mean New York time in effect on the date of the action unless otherwise expressly stated in this Agreement. (b) Buyer shall be authorized to accept orders and take any other action affecting any accounts of the Seller in response to instructions given in writing by any authorized officer of Seller listed on Exhibit VI hereto, as such list may be amended in writing from time to time. Seller shall indemnify Buyer, defend, and hold Buyer harmless from and against any and all liabilities, losses, damages, costs, and expenses of any nature arising out of or in connection with respect any action taken by Buyer in response to such instructions received or reasonably believed to have been received from such authorized officers of Seller. (c) If there is any conflict between the performance of every provision terms of this Lease in which time Agreement or any Transaction entered into hereunder and the Custodial Agreement, this Agreement shall prevail. (d) If there is any conflict between the terms of performance is a factor. Any copy of this Lease which is executed Confirmation or a corrected Confirmation issued by the parties Buyer and this Agreement, the Confirmation shall prevail. (e) This Agreement may be executed in counterparts, each of which so executed shall be deemed to be an original original, but all of such counterparts shall together constitute but one and the same instrument. (f) Seller agrees to reimburse Buyer for all purposesreasonable costs and expenses of Buyer in connection with this Agreement including, without limitation, the fees, expenses and disbursement of outside counsel to Buyer and due diligence expenses and on-going auditing fees not to exceed $25,000 per year. (g) Seller and Buyer agree to maintain the confidentiality of this Agreement and its terms and agree not to disclose this Agreement or its terms to any other party except as required for the enforcement of its terms or as required by law, regulatory requirements or court order or discovery. This Lease shall, subject to In the provisions regarding assignment, apply to and bind event Seller determines that the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall Agreement must be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance filed with the Laws Securities and Exchange Commission pursuant to applicable law, such filing may only be made after consultation with Buyer and upon redaction of the State in which the Leased Premises are located. Pricing Spread. (h) The captions headings in this Lease Agreement are for convenience of reference only and shall not be construed in affect the interpretation or construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseAgreement.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence regarding this Lease Agreement. This Lease Agreement may be signed in any number of counterparts and each shall constitute a duplicate original. The parties agree to execute, or if required, acknowledge such further counterparts hereof or any other documents as may be necessary to comply with the provisions of any applicable law at any time in force which requires the recording of filing of this Lease Agreement or a copy thereof in any public office of the United States or any state or political subdivision, and ▇▇▇▇▇▇ agrees to pay the fees or charges imposed by law for any such mandatory filing or recording as well as the amount of any stamps or documentary taxes, federal or state, levied or assessed on this Lease Agreement. The relationship between parties hereto is that of Lessor and ▇▇▇▇▇▇ and ▇▇▇▇▇▇'s only interest herein is as a Lessee. Lessee does not have and shall not acquire any right, title, interest or equity whatsoever in the Equipment. The Equipment shall remain the sole property of Lessor. The Equipment shall remain personal property regardless of its use or manner of attachment to realty. This Lease Agreement was jointly drafted by the parties, and the parties hereby agree that neither should be favored in the construction, interpretation or application of any provision or any ambiguity. There are no unwritten or oral agreements between the parties. This Lease Agreement, and any schedules or amendments, constitute the entire understanding and agreement between Lessor and Lessee with respect to the performance lease of every the Equipment superseding all prior agreements, understandings, negotiations, discussions, proposals, representations, promises, commitments and offers between the parties, whether oral or written. The provisions of the Lease Agreement are primary, and no provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties Agreement shall be deemed waived, amended, discharged or modified orally or by custom, usage or course of conduct unless such waiver, amendment or modification is in writing and signed by an original for all purposesofficer of each of the parties hereto. This Lease shallAgreement, subject lease schedule(s), attached riders and any documents or instruments issued or executed pursuant hereto will have been made, executed and delivered in, and shall be governed by the internal laws (as opposed to conflicts of law provisions) and decisions of, the State of Minnesota. Lessee and Lessor consent to the provisions regarding assignmentexclusive jurisdiction of any local, apply state or federal court located within Minnesota. Venue must be in Minnesota and Lessee hereby waives local venue and any objection relating to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in Minnesota being an improper venue to conduct any proceeding relating to this Lease Agreement. Provisions of this Agreement are for convenience only severable, and shall not be construed in the construction or interpretation invalidity of any provision hereof. When shall not affect the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent validity of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseother provision.

Miscellaneous. Should 14.1 Licensee agrees that it shall not use the name of Caltech, or California Institute of Technology, JPL or Jet Propulsion Laboratory, in any provisions advertising or publicity material, or make any form of representation or statement which would constitute an express or implied endorsement by Caltech of any Licensed Product, and that it shall not authorize others to do so, without first having obtained written approval from Caltech. 14.2 Licensee agrees to ▇▇▇▇ the appropriate U.S. patent number or numbers on all Licensed Products made or sold in the United States, and to require its Sublicensees to do the same. 14.3 Licensee has the right to disclose that it has an exclusive License in the Field from Caltech to Licensed Patents (as designated by Caltech Case Numbers, Patent Titles and Filing Dates for pending patent applications) to prospective joint venture partners, investors, sublicensees, healthcare provider companies, and appropriate managers and executives of prospective customers for Licensed Products and Licensed Services. Licensee agrees to accept all other information regarding the License Agreement as "Confidential Information" under the Mutual Confidential Disclosure Agreement of March 5, 1997 and attached to the License Agreement as Exhibit B. 14.4 This Agreement and the Mutual Confidential Disclosure Agreement sets forth the complete agreement of the parties concerning the subject mater hereof. No claimed oral agreement in respect thereto shall be considered as any part hereof. No waiver of or change in any of the terms hereof subsequent to the execution hereof claimed to have been made by any representative of either party shall have any force or effect unless in writing, signed by duly authorized representatives of the parties. 14.5 This Agreement shall be binding upon and inure to the benefit of any successor or assignee of Caltech. This Agreement is not assignable by Licensee without the prior written consent of Caltech, except that without the prior written consent of Caltech, any Related Company, or any successor of, or purchaser of a substantial part of the assets of the business to which this Agreement pertains, may be assigned and receive the benefits of this Lease prove Agreement. Any permitted assignee shall succeed to all of the rights and obligations of Licensee under this Agreement. 14.6 Licensee agrees that any Licensed Products sold in the United States by Licensee or its Sublicensees shall be invalid or illegalmanufactured substantially in the United States. 14.7 This Agreement is subject in all respects to the laws and regulations of the United States of America, such invalidity or illegality shall in no way affectincluding the Export Administration Act of 1979, impair or invalidate any other provisions hereofas amended, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties any regulations thereunder. 14.8 This Agreement shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to have been entered into in California and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with California law. 14.9 Any notice or communication required or permitted to be given or made under this Agreement shall be addressed as follows: Caltech: Office of Technology Transfer California Institute of Technology ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇ ▇▇▇-▇▇) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ E-Mail (▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇) Licensee: OmniCorder Technologies, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇ E-Mail (▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇) Either party may notify the Laws other in writing of the State a change of address or telephone numbers, in which event any subsequent communication relative to this Agreement shall be sent to the Leased Premises are locatedlast said notified address or number. The captions in All notices and communications relating to this Lease are for convenience only and Agreement shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Leasebeen given when received. This agreement may be executed in counterparts, each of which shall constitute an original and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any acttogether, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseas single binding instrument.

Miscellaneous. Should any The registered holder of a Note may be treated as its owner for all purposes. Unless otherwise required by mandatory provisions of escheat or abandoned or unclaimed property laws, any moneys deposited with the Trustee or any Paying Agent, or then held by the Company, for the payment of principal of, premium, if any, or interest on this Lease prove Note that remains unclaimed for two years after the date upon which such payment shall have become due, shall be repaid to the Company by the Trustee or by such Paying Agent on demand; or, if then held by the Company, shall be discharged from such trust. After that time, the holder of this Note shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment to which such holder may be entitled to collect. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notes and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be invalid under any obligation to comply with any term, provision or illegal, such invalidity condition of certain restrictive covenants or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance Notes. The Notes are issuable in registered form without coupons in denominations of every provision $2,000 and any integral multiple of this Lease $1,000 in which time excess thereof. Notes may be exchanged for a like aggregate principal amount and stated maturity of performance is a factor. Any copy Notes of this Lease which is executed other authorized denominations at the office or agency of the Company in the continental United States, designated for such purpose by the parties shall be deemed an original for all purposes. This Lease shallCompany (on the date hereof, the principal Corporate Trust Office of the Trustee, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10005), and in the manner and subject to the provisions regarding assignmentlimitations provided in the Indenture. Prior to due presentment for registration of transfer of this Note, apply to the Company, the Trustee, any Paying Agent and bind any Security registrar shall deem and treat the respective heirs, successors, executors, administrators and assigns person in whose name this Note is registered upon the books of Landlord and Tenant. The term "party" shall mean Landlord or Tenant the Company on the applicable record date as the context implies. If Tenant consists absolute owner hereof (whether or not this Note is overdue and notwithstanding any notation of more than one person ownership or entityother writing hereon) for the purpose of receiving payment of or on account of the principal of, then premium, if any, and interest on such Security and for all members of Tenant other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Security registrar shall be jointly and severally liable hereunderaffected by any notice to the contrary. This Lease Note shall be construed and enforced in accordance with and governed by the Laws internal law of the State in which of New York without giving effect to applicable principles of conflicts of law to the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in extent that the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any application of the provisions laws of this Leaseanother jurisdiction would be required thereby.

Miscellaneous. Should any provisions of this Lease prove Any notice required or permitted to be invalid given under this Mortgage shall be given in accordance with Section 10.1 of the Credit Agreement. No failure or illegaldelay on the part of Mortgagee any Lender or any Lender Counterparty in the exercise of any power, such invalidity right or illegality shall in no way affect, impair privilege hereunder or invalidate under any other provisions hereofCredit Document or Hedge Agreement shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Mortgage, the other Credit Documents and the Hedge Agreements are cumulative to, and such not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall remain not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Except as permitted in the Credit Agreement, Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder. Upon payment in full force and effect. Time is of the essence with respect Indebtedness and performance in full of the Obligations, or upon prepayment of a portion of the Indebtedness equal to the performance of every provision of this Lease Net Asset Sale Proceeds for the Mortgaged Property in which time of performance is connection with a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shallpermitted Asset Sale, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws terms and provisions of the State in which Credit Agreement, Mortgagee, at Mortgagor’s expense, shall release the Leased Premises are locatedliens and security interests created by this Mortgage or reconvey the Mortgaged Property to Mortgagor or, at the request of Mortgagor, assign this Mortgage without recourse. The captions in this Lease are for convenience only This Mortgage and shall the other Credit Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be construed in the construction contradicted by evidence of prior, contemporaneous or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any subsequent oral agreements of the provisions of this Leaseparties. There are no unwritten oral agreements between the parties. THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS OF THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW, SECTION 5-1401).

Miscellaneous. Should Purchaser is not aware of any provisions jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with such state statute. If, after such good faith effort, Purchaser cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by the Dealer Manager or one or more registered brokers or dealers which are licensed under the laws of such jurisdiction. No person has been authorized to give any information or make any representation on behalf of Parent, Purchaser or the Company not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. Neither the delivery of this Lease prove Offer to be invalid Purchase nor any purchase pursuant to the Offer, shall, under any circumstances, create any implication that there has been no change in the affairs of Parent, Purchaser or illegalthe Company since the date as of which information is furnished or the date of this Offer to Purchase. Parent and Purchaser have filed with the Commission a Schedule 14D-1, such invalidity or illegality shall in no way affecttogether with exhibits, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is pursuant to Rule 14d-3 of the essence General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the performance Offer, and may file amendments thereto. In addition, the Company has filed with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (including exhibits) pursuant to Rule 14d-9 under the Exchange Act. Such statements and any amendments thereto, including exhibits, may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in Section 8 (except that such material will not be available at the regional offices of every provision the Commission). SY Acquisition, Inc. May 12, 1999 33 SCHEDULE I INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER 1. Directors and Executive Officers of this Lease in which time Parent. Set forth below is the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of performance each director and executive officer of Parent. Unless otherwise indicated, each person identified below is employed by ▇▇▇▇▇▇. The principal address of Parent and, unless otherwise indicated below, the current business address for each individual listed below is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Drive, St. Louis, Missouri 63132. Directors are identified by an asterisk. Unless otherwise indicated, each such person is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws citizen of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseUnited States.

Miscellaneous. Should The Custodian shall not be liable and assumes no responsibility for the collection of contributions provided for under the Plan, the deductibility of any provisions contributions, the purpose or propriety of this Lease prove any distribution made pursuant to be invalid Article VI hereof, or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereofaction taken at a Participant's direction, nor shall the Custodian have any duty or responsibility to determine whether information furnished by a Participant is correct. To the extent permitted by Federal law, nothing contained in the Plan, either expressly or by implication, shall be deemed to impose any powers, duties or responsibilities on the Custodian other than those set forth in this Agreement. The Custodian shall be indemnified and such remaining provisions shall remain saved harmless by the Participant from any and all liability whatsoever which may arise in full force and effect. Time is connection with this Agreement, except the obligation of the essence Custodian to perform in accordance with the Agreement and with the applicable Federal law. The Custodian shall be under no duty to take any action other than as herein specified with respect to the performance of every provision of this Lease Custodial Account unless the Participant shall furnish the Custodian with instructions in which time of performance is a factor. Any copy of this Lease which is executed proper form and such instructions shall have been specifically agreed to by the parties Custodian. The Custodian shall be deemed an original for all purposes. This Lease shall, subject under no duties to defend or engage in any suit with respect to the provisions regarding assignment, apply Custodial Account unless the Custodian shall have first agreed in writing to do so and bind shall have been fully indemnified to the respective heirs, successors, executors, administrators and assigns satisfaction of Landlord and Tenantthe Custodian. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant Custodian shall be jointly protected in acting upon any written order or direction from a Participant or any other notice, request, consent, certificate or any other instrument believed by it to be genuine and severally liable hereunderto have been properly executed and, so long as it acts in good faith, in taking or omitting to take any other action. This Lease Before making any distribution in the case of the death of the Participant, the Custodian shall be construed furnished with such certified death certificates, inheritance tax releases, indemnity agreements and enforced other documents as may be required by the Custodian. Before making any distribution in the case of the disability of a Participant, the Custodian shall be furnished with proof of disability. The Custodian shall be an agent for the Participant to receive and invest contributions as directed by the Participant, hold and distribute such investments, and keep adequate records and report thereon, all in accordance with the Laws of the State in which the Leased Premises are locatedthis Agreement. The captions in this Lease are for convenience only parties do not intend to confer any fiduciary duties on the Custodian, and none shall not be construed in implied. The Custodian may perform any of its duties through other persons designated by the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityCustodian from time to time, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required Custodian intends initially to do something by delegate all such duties to State Farm Investment Management Corp. No such delegation or future change therein shall be considered as an amendment to this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseAgreement.

Miscellaneous. Should This document contains the entire agreement between the parties hereto and cannot be modified in any provisions respect except by an amendment in writing signed by each party. The invalidity of any portion of this Lease prove to be invalid or illegal, such invalidity or illegality Agreement shall in no way affectaffect the balance thereof. Any notice permitted or required hereunder shall be in writing and shall be deemed given when hand delivered to an officer or authorized agent of, impair or invalidate any other provisions hereofwhen mailed, registered or certified mail, postage prepaid, to Servicer or an Originator at the address of the Servicer set forth above. The captions and headings used in this Agreement are for convenience only, and such remaining do not define or limit the terms and provisions shall remain of this Agreement. Notwithstanding any provision in full force and effect. Time is of the essence with respect this Agreement to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties contrary, nothing contained herein shall be deemed an original for all purposes. This Lease shall, subject attempt to assign or an assignment of any servicing rights by an Originator to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws Servicer if an attempted assignment of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense same without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender agency or instrumentality of the United States or a state thereof (a "Regulatory Authority") with jurisdiction over such assignment would constitute a breach of an applicable regulatory requirement or agreement between an Originator and such Regulatory Authority unless and until such consent shall also have been obtained. In the event the consent of any Regulatory Authority is required to authorize the conveyance of any or all of the servicing to be required. Landlord conveyed hereunder and Tenant such consent shall both not have been granted prior to the occurrence of Servicer Default under Section 10.01 of the Sale and Servicing Agreement, then upon the occurrence of an Event of Default, each Originator shall enter into an agreement with the Trustee (or, in the case of the Home Improvement Loans, the Co-Trustee), which agreement shall be deemed in form and substance satisfactory to have drafted this Leasethe Trustee (or, in the case of the Home Improvement Loans, the Co-Trustee) and its counsel, which recognizes the Trustee (or, in the case of the Home Improvement Loans, the Co-Trustee) as the successor servicer of the Mortgage Loans as provided for by such Section 10.01, and shall continue to subservice the rule Mortgage Loans or shall convey such subservicing at the election and upon the direction of construction that a document is to be construed against the drafting party shall not be employed Trustee (or, in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any case of the provisions of this LeaseHome Improvement Loans, the Co-Trustee).

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "“party" ” shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "“must," "” “shall," "” “will," ” and "“agree" ” are mandatory. The term "“may" ” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's ’s consent is required hereunder, the consent of any Lender shall also be requiredrequired to the extent such Lender consent is required under the applicable loan documents. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should The rights and obligations set forth in this License Agreement shall apply to any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force all successors and effect. Time is permitted assigns of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposesParties hereto. This Lease shallLicense Agreement may only be amended, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venturemodified, or other form of business entity, and the singular includes the pluralsupplemented by an agreement in writing signed by each party hereto. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a No waiver by either party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this License Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Lease.License Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law. Licensee acknowledges that a breach by Licensee of this License Agreement may cause Licensor irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are be in addition to all other remedies available under this License Agreement at law or in equity, subject to any express exclusions or limitations in this License Agreement to the contrary. [Signature page follows]

Miscellaneous. Should Each party represents that it has not had any provisions dealings with any real estate broker, finder, or other person with respect to this Lease who is entitled to commission in connection with the execution of this Lease. Each party shall hold harmless the other from all damages or claims that may be asserted by any broker, finder, or other person with whom the indemnifying party has purportedly dealt. This Lease shall in all respects be governed by and construed in accordance with the laws of the state in which the Premises are located. If any term of this Lease prove is held to be invalid or illegalunenforceable by any court of competent jurisdiction, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions then the remainder of this Lease shall remain in full force and effecteffect to the fullest extent possible under the law, and shall not be affected or impaired. This Lease may not be amended except by the written agreement of all parties hereto. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any executed copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignmentassignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" language in all parts of this Lease shall mean in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are locatedTenant. The captions used in this Lease are for convenience only and shall not be construed considered in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's Whenever one party’s consent or approval is required hereunder, to be given as a condition to the consent of other party’s right to take any Lender shall also be required. Landlord and Tenant shall both be deemed action pursuant to have drafted this Lease, and the rule of construction that a document unless another standard is to be construed against the drafting party expressly set forth, such consent or approval shall not be employed unreasonably withheld or delayed. This Lease may be executed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasecounterparts.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. 11.1 This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease Escrow Agreement shall be construed and enforced in accordance with without regard to any presumption or other rule requiring construction against the Laws of the State in which the Leased Premises are locatedparty causing such instrument to be drafted. The captions terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this Lease are for convenience Escrow Agreement, refer to the Escrow Agreement in its entirety and not only and shall not be construed in to the construction or interpretation of any provision hereof. When the context particular portion of this Lease requiresEscrow Agreement where the term is used. The word “person” shall mean any natural person, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or government and any other form of business of legal entity. All words or terms used in this Escrow Agreement, and regardless of the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Leasenumber or gender in which they were used, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, include any other number and any other gender as the rule of construction that a document is to be construed against the drafting party context may require. This Escrow Agreement shall not be employed admissible in evidence to construe the construction provisions of any prior agreement. 11.2 This Escrow Agreement and the rights and obligations hereunder of the Company and Placement Agent may not be assigned. This Escrow Agreement and the rights and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent. This Escrow Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or interpretation have any rights under or by virtue of this LeaseEscrow Agreement. Where Tenant This Escrow Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent, the Company and the Placement Agent. This Escrow Agreement is obligated not intended to perform any act or is not be for the sole benefit of the parties hereto and their respective successors, heirs and permitted to perform any actassigns, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any none of the provisions of this LeaseEscrow Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person. 11.3 This Escrow Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Virginia. The representations and warranties contained in this Escrow Agreement shall survive the execution and delivery hereof and any investigations made by any party. The headings in this Escrow Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms thereof.

Miscellaneous. Should any provisions of No delay by Bank in enforcing its rights hereunder shall prejudice its rights to enforce this Lease prove to be invalid or illegalGuaranty. All rights and remedies under this Guaranty, such invalidity or illegality shall in no way affect, impair or invalidate under any other provisions hereofagreement and under applicable law shall be cumulative, and any failure of Bank to exercise any such remaining provisions right or remedy shall remain in full force and effect. Time is not be construed as a waiver of the essence right to exercise the same or any other right or remedy at any time and from time to time, thereafter. No waiver by Bank shall be effective unless made in writing by a duly authorized officer or agent of Bank, and no waiver by Bank of any right or remedy shall constitute a waiver of any other or future right or remedy. This Guaranty shall inure to the benefit of Bank, its successors and assigns, and to any person to whom Bank may grant an interest in any of the Guaranteed Obligations, and shall be binding upon Guarantor, and his, her, its or their respective heirs, executors, administrators, successors and assigns. This Guaranty sets forth the entire agreement and understanding of Guarantor with respect to the performance subject matter hereof. GUARANTOR ACKNOWLEDGES THAT NO AGENT OF BANK HAS MADE ANY REPRESENTATION WHICH IS INCONSISTENT WITH ANY OF THE TERMS OF THIS GUARANTY AND THAT NO OFFICER OR AGENT OF BANK HAS THE AUTHORITY TO VARY THE TERMS OF THIS GUARANTY EXCEPT IN A WRITING SIGNED BY A DULY AUTHORIZED OFFICER OF BANK. The making of every provision the loans and providing of the other financial accommodations referred to in this Guaranty shall be solely in the discretion of Bank, and reference thereto in this Guaranty, whether in paragraph 1 hereof or elsewhere, shall not be deemed to be a commitment by Bank to make any loan or provide any financial accommodation. In the event any one or more of the provisions of this Lease Guaranty shall be invalid, illegal or unenforceable in which time any respect, the validity, legality and enforceability of performance is a factor. Any copy the remaining provisions of this Lease which is executed by the parties Guaranty shall not in any way be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord affected or Tenant as the context impliesimpaired thereby. If Tenant consists of more than one person or entityentity signs this Guaranty below, then the liability of such persons or entities on this Guaranty is joint and several, and all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with references to the Laws of the State in which the Leased Premises are located. The captions singular in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes Guaranty also include the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this LeaseIn the event of termination, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereundercancellation, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction revocation or interpretation release of this LeaseGuaranty as to any one or more Guarantors, this Guaranty shall continue in full force and effect with respect to the remaining Guarantors. Where Tenant is obligated not to perform any act or is not permitted to perform any actTHIS GUARANTY SHALL BE GOVERNED, Tenant is also obligated to restrain any others reasonably within its controlCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF GEORGIA, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseWITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Miscellaneous. Should any provisions The execution, delivery and performance of this Lease prove Agreement is within Grantor’s corporate powers, has been duly authorized by all necessary corporate action, is not in contravention of law or the terms of Grantor’s by-laws or certificate of incorporation or other applicable documents relating to Grantor’s formation or to the conduct of Grantor’s business or of any material agreement or undertaking to which Grantor is a party or by which Grantor is bound. This Agreement can be invalid waived, modified, amended, terminated or illegaldischarged, such invalidity and the Security Interest can be released, only explicitly in a writing signed by Lender. A waiver signed by Lender shall be effective only in the specific instance and for the specific purpose given. Mere delay or illegality failure to act shall in no way affectnot preclude the exercise or enforcement of any of Lender’s rights or remedies. All rights and remedies of Lender whether established hereby, impair or invalidate by the Loan and Security Agreement, by any other provisions hereofdocument or by law, shall be cumulative and may be exercised singularly or concurrently, at Lender’s option, and the exercise or enforcement of any one such remaining provisions right or remedy shall remain neither be a condition to nor bar the exercise or enforcement of any other right. Lender shall not be obligated to preserve any rights Grantor may have against prior parties, to realize on the Trademarks at all or in full any particular manner or order, or to apply any cash proceeds of the Trademarks in any particular order of application. This Agreement shall be binding upon and inure to the benefit of Grantor and Lender and their respective participants, successors and permitted assigns (provided that Grantor shall not assign its rights and obligations under this Agreement without Lender’s prior written consent) and shall take effect when signed by Grantor and delivered to Lender, and Grantor waives notice of Lender’s acceptance hereof. Lender may execute this Agreement if appropriate for the purpose of filing, but the failure of Lender to execute this Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon, photographic or other reproduction of this Agreement or of any financing statement shall have the same force and effect. Time is of effect as the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns purposes of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context impliesa financing statement. If Tenant consists any provision or application of more than one person this Agreement is held unlawful or entityunenforceable in any respect, then all members of Tenant such illegality or unenforceability shall not affect other provisions or applications which can be jointly given effect and severally liable hereunder. This Lease this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and enforced warranties contained in accordance with this Agreement shall survive the Laws execution, delivery and performance of this Agreement and the creation and payment of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseObligations.

Miscellaneous. Should any provisions of this Lease prove (a) The Borrower authorizes the Lender to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, file financing statements and such remaining provisions shall remain in full force continuation statements and effect. Time is of the essence amendments thereto with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed Collateral without authentication by the parties Borrower to the extent permitted by law and the Borrower consents to and ratifies any filings made by the Lender prior to the date hereof. The Borrower authorizes the Lender to use a generic description of the Collateral (such as “all assets” or “all personal property”) in any financing statements. The Borrower agrees not to file any financing statement, amendment or termination statement with respect to the Collateral prior to the payment and satisfaction in full of all Secured Obligations. The Borrower irrevocably appoints the Lender as the Borrower’s attorney-in-fact to execute any such financing statements in the Borrower’s name (if the Lender determines that any such execution is required) and to perform all other acts that the Lender deems appropriate to perfect and to continue perfection of the Security Interest. (b) The Borrower hereby irrevocably consents to any act by the Lender or its agents in entering upon any premises for the purposes of either (i) inspecting the Collateral or (ii) taking possession of the Collateral after any Event of Default in any commercially reasonable manner. The Borrower hereby waives its right to assert against the Lender or its agents any claim based upon trespass or any similar cause of action for entering upon any premises where the Collateral may be located. (c) The Borrower authorizes the Lender to collect and apply against the Secured Obligations any refund of insurance premiums or any insurance proceeds payable on account of the loss or damage to any of the Collateral and appoints the Lender as the Borrower’s attorney-in-fact to endorse any check or draft representing such proceeds or refund. (d) Upon the Borrower’s failure to perform any of its duties hereunder, the Lender may, but it shall not be obligated to, perform any of the duties and the Borrower shall forthwith upon demand reimburse the Lender for any expenses incurred by the Lender in so doing. (e) No delay or omission by the Lender in exercising any right hereunder or with respect to any Secured Obligations shall operate as a waiver of that or any other right, and no single or partial exercise of any right shall preclude the Lender from any other or further exercise of the right or the exercise of any other right or remedy. The Lender may cure any Event of Default by the Borrower in any reasonable manner without waiving the Event of Default so cured and without waiving any other prior or subsequent Event of Default by the Borrower. All rights and remedies of the Lender under this Agreement and under the UCC shall be deemed an original for all purposes. This Lease shall, subject cumulative. (f) The Lender shall exercise reasonable care in the custody and preservation of the Collateral to the provisions regarding assignment, apply to extent required by law and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Leaseexercised reasonable care if it takes such action for that purpose as the Borrower shall reasonably request in writing. However, no omission to do any act not requested by the Borrower shall be deemed a failure to exercise reasonable care and no omission to comply with any requests by the Borrower shall of itself be deemed a failure to exercise reasonable care. The Lender shall have no obligation to take and the rule Borrower shall have the sole responsibility for taking any steps to preserve rights against all prior parties to any Instrument or Chattel Paper in the Lender’s possession as Collateral or as Proceeds of construction the Collateral. The Borrower waives notice of dishonor and protest of any Instrument constituting Collateral at any time held by the Lender on which the Borrower is in any way liable and waives notice of any other action taken by the Lender. (g) The Borrower shall, upon request of the Lender, direct each of its Account Debtors (as defined herein) to remit payment of all Accounts to such lockbox, post office box or other address as the Lender may designate from time to time. From and after the occurrence of any Event of Default, the Lender may notify each Account Debtor of the Security Interest and may also direct such Account Debtor to make all payments on the Collateral to the Lender. All payments on and other Proceeds from the Collateral received by the Lender directly or from the Borrower shall be applied to the Secured Obligations in such order and manner and at such time as the Lender shall in its sole discretion determine. Unless the Lender notifies the Borrower in writing that a document is it dispenses with one or more of the following requirements, any payments on or other Proceeds of the Collateral received by the Borrower before or after notification to any Account Debtor shall be construed against held by the drafting party Borrower in trust for the Lender in the same medium in which received, shall not be employed in commingled with any assets of the construction Borrower and shall be turned over to the Lender not later than the next business day following the day of their receipt. From and after the occurrence of an Event of Default, the Borrower shall also promptly notify the Lender of the return to or interpretation repossession by the Borrower of this Leasegoods underlying any Collateral. Where Tenant For purposes hereof, an “Account Debtor” shall mean any person or entity who is obligated not to perform pay the Borrower any act amounts under any Receivables, Accounts, notes, Instruments, Chattel Paper or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become General Intangibles or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseother Collateral.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, A. This Agreement is and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject and construed to be the provisions regarding assignment, apply to joint and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws collective work product of the State in which City, the Leased Premises are located. The captions in Owner, and the Developer and, as such, this Lease are for convenience only and Agreement shall not be construed against any party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict in terms or provisions, if any, contained herein. B. If the Subject Realty, or portions thereof, is currently used for the planting, harvesting, housing, storage and selling of soil grown crops then the Subject Realty or the portions thereof used for such purposes may continue to be used from time to time for the planting, harvesting, housing, storage and selling of soil crops grown on the Subject Realty as lawful nonconforming uses until such time as another use allowed under the City Zoning Ordinance enacted pursuant to this Agreement is established or until it is under development as provided herein. C. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, the successors in title of the Owner, and each of them, their respective successors, grantees, lessees, and assigns, and upon successor Corporate Authorities of the City and successor municipalities. D. Prior to the commencement of construction on the Subject Realty, the Developer shall submit to the City’s Director of Community Development a plan showing the location of all proposed temporary construction trailers/offices, including parking areas, fencing, signage and landscape treatment. Said plan shall also indicate the general locations of where all construction and material storage trailers shall be located. The Developer shall be permitted a minimum of one (1) construction trailer and one (1) material storage trailer per building. The Developer shall have the right to use the construction or interpretation and material storage trailers for the purpose of any provision hereofits construction until construction on a site is completed. When The Developer shall keep such area free of debris and rubbish and keep the context area free of this Lease requires, the neuter gender includes the masculine, the feminine, weeds and in a partnership, corporation, limited liability company, joint venture, or other form of business entitymowed condition, and the singular includes City may inspect such area from time to time to determine that Developer is in compliance with its obligations hereunder. Such storage trailers shall be removed not later than the pluraldate of issuance of the last occupancy permit for the Subject Realty. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When Such storage trailers shall be set back a party is required to do something by this Lease, it shall do so at its sole cost and expense without right minimum of reimbursement fifty (50) feet from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, nearest perimeter lot line of the consent Subject Realty. E. Section 11-9-11 of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party City Code shall not be employed in applicable to the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any actSubject Realty, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any it being the intent of the provisions of this Leaseparties hereto that there shall be no expiration date for the planned unit development approvals hereby granted.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. (a) Time is of the essence with respect to this Lease Agreement. (b) This Lease Agreement, when signed by Lessee, constitutes the performance entire agreement between the parties, superseding and replacing all prior documents and representations with respect to the subject matter hereof. It may only be amended by a document signed by both parties. The terms of every any documents submitted by Lessee are superseded and replaced in their entirety by the terms and conditions of this Lease Agreement and shall have no binding effect upon Lessor, its agents, and its employees. Acknowledgement by Lessor of any Lessee documents shall be only for Lessee’s billing purposes only. (c) Lessee shall not assign this Lease Agreement or sublet the Equipment without the prior written consent of Lessor. This Lease Agreement shall be binding upon any assignee or successor of Lessee. Lessor may assign any of its rights, remedies, responsibilities, and/or obligations hereunder without notice to Lessee. Lessor reserves the right to charge Lessee and Lessee agrees to promptly pay for any Equipment, material or labor furnished by Lessor which is not described in this Lease Agreement and/or in the ▇▇▇▇▇▇▇▇ Scotsman Proposal, if applicable (“Extra Work”); (d) If any provision of this Lease Agreement is deemed unenforceable for any reason, then such provision shall be deemed stricken and shall not affect the enforceability of any of its other provisions. Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 12 would be in violation of or otherwise prohibited by any applicable law, then Section 12 shall automatically be deemed to be amended in a manner which time provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (e) The obligations of performance is a factor. Any copy Lessee under Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 18 and 19 which accrue upon execution of this Lease which is executed by Agreement, shall survive the parties termination of this Lease Agreement. (f) If Lessee fails to perform any of its obligations hereunder, Lessor shall have the right to substitute performance; the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be deemed an original for all purposespayable by Lessee upon demand. This Lease shallFailure of Lessor to exercise any right or remedy herein, subject to or the provisions regarding assignmentwaiver by Lessor of any breach, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or remedies. (g) Lessor shall not be responsible for delays beyond its control. (h) The delivery, installation, takedown, return and/or any work related to the Equipment as agreed to by Lessor and Lessee in the construction Lease Order Agreement or interpretation any amendment thereto will be performed by Lessor using its standard workforce and labor rates unless otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessee agrees that Lessor may use Lessor subcontracted workers for the performance of any provision hereof. When work.. (i) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee’s attorney-in-fact to execute any UCC financing statements, documents, checks, and drafts related to the context payment of any loss, damage, or defense under policies of insurance required by this Lease requiresAgreement. (j) this Lease Agreement shall be governed by and interpreted under Maryland law. All legal actions arising out of or related to this Lease Agreement shall be filed and conducted exclusively in a state or federal court in Maryland. Lessor hereby reserves its common law right of offset. Lessee hereby waives any and all rights to or claims of sovereign immunity and Lessee waives any and all rights granted under the UCC. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT. (k) Lessee will pay all costs and expenses, the neuter gender includes the masculineincluding reasonable attorney’s fees, the feminineincurred by Lessor in enforcing any terms, a partnership, corporation, limited liability company, joint venture, or other form of business entity, covenants and the singular includes the pluralindemnities provided herein. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a (l) Each party is required hereby authorized to do something by this Lease, it shall do so at its sole cost accept and expense without right rely upon a facsimile signature or electronic signature of reimbursement from the other party unless specific provision is made thereforon this Lease Agreement or any Amendment hereto, or on counterpart copies of the foregoing documents. Where Landlord's consent Any such signature shall be treated as an original signature for all purposes; however no signature is required hereunderby Lessor. (l) Each party is hereby authorized to accept and rely upon documents in paper or electronic format. (m) Lessor may amend these terms and conditions from time-to-time and such amended terms shall be effective thirty (30) days after notice is provided to Lessee. If Lessee does not object in writing to such amended terms before their effective date, the consent of any Lender such terms shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasetake precedence.

Miscellaneous. Should any provisions provision of this Lease prove to be invalid or illegal, such invalidity or illegality illegality, shall in no way affect, impair or invalidate any other provisions provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. The captions used in this Lease are for convenience only and shall not be construed considered in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, partnership or corporation or joint venture, or other form of business entity, and the singular includes the plural. The terms "must," ", "shall," ", "will," ", and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Leasetherefore. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such said act. Landlord shall not become or be deemed a partner or a joint join venturer with Tenant by reason of any of the provisions of this Lease.

Miscellaneous. Should This Sublease may not be amended except by the written agreement of both parties hereto. This Sublease shall in all respects be governed by and construed in accordance with the laws of California. If any provisions term of this Lease prove Sublease is held to be invalid or illegalunenforceable by any court of competent jurisdiction, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions then the remainder of this Sublease shall remain in full force and effecteffect to the fullest extent possible under the law, and shall not be affected or impaired. Time is of the essence with respect to the performance of every provision of this Lease Sublease in which time of performance is a factor. Any executed copy of this Lease which is executed by the parties Sublease shall be deemed an original for all purposes. This Lease Sublease shall, subject to the provisions regarding assignmentassignment and subletting, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord Sublessor and TenantSublessee. The term "party" language in all parts of this Sublease shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then in all members of Tenant shall be jointly and severally liable hereunder. This Lease shall cases be construed as a whole according to its fair meaning, and enforced in accordance with the Laws of the State in which the Leased Premises are locatednot strictly for or against either Sublessor or Sublessee. The captions used in this Lease Sublease are for convenience only and shall not be construed considered in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this LeaseSublease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's If either party brings any action or legal proceeding with respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys’ and experts’ fees and court costs. Whenever one party’s consent or approval is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against given as a condition to the drafting party other party’s right to take any action pursuant to this Sublease, unless another standard is expressly set forth, such consent or approval shall not be employed unreasonably withheld or delayed. This Sublease may be executed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasecounterparts.

Miscellaneous. Should (A) No waiver of any provision, right, or remedy contained in this Agreement, including the terms of this Section, is binding on, or effective against, a party unless expressly stated in writing and signed by such party’s authorized representative. Each party agrees that no right or remedy provided for in this Agreement can be waived through course of dealing, course of performance, or trade usage and that reliance on any waiver without the other party’s written consent is unreasonable. Waiver of any breach will be limited to the specific breach so waived and will not be construed as a waiver of any subsequent breach. A party’s approval or consent to any action proposed by the other will not be considered an agreement to the propriety, fitness, or usefulness of the proposed action, and will not affect the proposing party’s obligation to strictly comply with this Agreement and all related Orders. (B) Seller may not assign this Agreement, or any Order issued under this Agreement, or subcontract or delegate any part of Services to be performed on Buyer’s premises without Buyer’s prior written consent. Consent will not relieve Seller from any obligations under this Agreement or any Order. Any transferee or subcontractor will be considered Seller’s agent and, as between Buyer and Seller, Seller will remain liable as if no such transfer or subcontract had been made. Any attempted assignment, subcontract, or delegation in violation of this Section is void; however, this Agreement and the terms and conditions contained herein are enforceable against Seller’s successors and permitted assigns. (C) Buyer’s remedies under this Agreement are cumulative and in addition to any other remedies available to Buyer, whether at law, equity, or otherwise. (D) If any provision or part of a provision in this Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall the Agreement will remain in full force and effect. Time is of the essence . (E) At all times, Seller will be an independent contractor with respect to the Goods and Services and not an agent or employee of Buyer. Any Services provided by Seller will be carried on by Seller according to its own methods subject only to specifications and agreements outlined in this Agreement or any applicable Order. Seller will have full and exclusive control of its employees engaged in performance of every Services or manufacture and/or delivery of Goods. (F) Any notice, request, demand, or other communication from one party to the other required or permitted to be given under this Agreement will be sent to the address for each party indicated on the applicable Order and (i) delivered in person; (ii) sent by overnight service (signature required); or (iii) sent via email with confirmation of delivery. All notices will be effect on the date of receipt. Parties may change such notice addresses upon written notice to the other party. In the case of notice to Buyer, please also send a copy to: McWane, Inc. ▇▇▇▇ ▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel (G) Other than as set forth in this Agreement, neither party will be liable for delays in performance caused by acts of God, strikes or labor disturbances, pandemics, or epidemics, or other delays in performance due to any event beyond the party’s control. If any such event occurs, the period for the party’s performance affected by the event will be extended for such period as reasonably required under the circumstances. (H) No provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to Agreement may be construed against either party as the drafting party shall not be employed in the construction or interpretation party. The English language version of this Lease. Where Tenant is obligated not to perform Agreement will govern over any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasetranslations.

Miscellaneous. Should These Terms and Conditions shall be binding on and inure to the benefit of Customer and DDC and their respective successors and assigns, heirs, administrators and executors. Failure to insist upon strict compliance shall not be deemed a waiver of any provisions of this Lease prove to these Terms and Conditions, and no waiver or relinquishment of any right or power at any one or more times shall be deemed a waiver or relinquishment of such right or power at any other time. If any one or more of these Terms and Conditions shall be invalid or illegalunenforceable in any respect, such invalidity the validity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is enforceability of the essence with respect to the performance remainder of every provision of this Lease these Terms and Conditions shall not in which time of performance is a factorany way be affected or impaired. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to Section headings in these Terms and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease Conditions are for convenience only and shall not be construed limit or change the subject matter of these Terms and Conditions. FORM II(A) THIS IS TO CERTIFY: That the board of directors of , a corporation organized under the laws of the State of , (“Company”) adopted the following resolutions: RESOLVED, that Dakota Depository Company, LLC (“DDC”) is hereby designated as a depository for Company’s Precious Metals and that the President of Company and the individuals listed below are each hereby designated as Authorized Persons and hereby authorized individually for and on behalf of Company to open or continue an account or accounts with DDC and to execute and deliver to DDC, DDC’s form of Custody Agreement and assenting to the DDC Custody Terms and Conditions in effect from time to time and such other rules and regulations governing custody accounts established by DDC, and that the President of Company and any other Authorized Person is hereby individually authorized for and on behalf of Company to issue any and all instructions (including withdrawal instructions) with respect to Company’s account(s) with DDC and the Precious Metals therein. Terms used but not otherwise defined herein that are defined in the construction or interpretation of any provision hereof. When Custody Agreement shall have the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required meanings ascribed to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed them in the construction Custody Agreement. RESOLVED, that DDC shall be entitled to rely upon a certified copy of these resolutions until written notice of modification or interpretation of this Lease. Where Tenant is obligated not rescission has been furnished to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant received by reason of any of the provisions of this LeaseDDC.

Miscellaneous. Should A. Any approval by Landlord or Landlord’s architects and/or engineers of any of Tenant’s drawings, plans and specifications which are prepared in connection with any construction of improvements in the Premises shall not in any way be construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Owner as may be required hereunder in connection with construction of Tenant’s improvements in the leased Premises in accordance with such drawings, plans and specifications. B. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the leased Premises or any part thereof by reason of the fact that the same person may acquire or hold, directly or indirectly, this Lease of the leasehold estate hereby created or any interest in this Lease or in such leasehold estate as well as the fee estate in the leasehold Premises or any interest in such fee estate. C. Neither Landlord nor Landlord’s agents or brokers have made any representations or promises with respect to the Premises, the Building or the Land except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. D. The submission of this Lease prove to Tenant shall not be invalid construed as an offer, nor shall Tenant have any rights with respect thereto unless and until Landlord shall, or illegalshall cause its managing agent to execute a copy of this Lease and deliver the same to Tenant. E. If Tenant signs as a corporation, such invalidity or illegality shall (each of) the person(s) executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, qualified to do business in no way affectthe State of Florida, impair or invalidate any other provisions hereofthat the corporation has the full right and authority to enter into this Lease, and that (each and both of) the person(s) signing on behalf of the corporation is (are) authorized to do so. F. Tenant shall not record the Lease without Landlord’s prior written consent, and any such remaining provisions shall remain recordation shall, at the option of Landlord, constitute a non-curable default of Tenant; provided, however, Tenant shall, within ten (10) days after request by Landlord, execute and deliver to Landlord a memorandum of the Lease for the purpose of recordation in full force and effect. a form prescribed by Landlord. G. Time is of the essence essence. H. Whenever a period of time is prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of god, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord. I. Each provision performable by Tenant shall be deemed both a covenant and a condition. The Lease contains all agreements of the parties with respect to the performance of every provision of this any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. The Lease may be modified in which time of performance is a factor. Any copy of this Lease which is executed writing only, signed by the parties shall be deemed an original for all purposes. This Lease shall, subject in interest at the time of modification. J. Subject to the provisions hereof restricting assignment or subletting by Tenant and regarding assignmentLandlord’s liability, apply to and this Lease shall bind the respective heirsparties, successorstheir personal representatives, executors, administrators successors and assigns of Landlord and Tenantassigns. The term "party" Lease shall mean be governed by the laws of the State of Florida. K. In computing the square footage of the Demised Premises and all premises in that Center, Landlord or includes a proportionate factor of all meter rooms and other utility closets as may be required and interior corridors to which Tenant has access. All dimensions are measured from the center line of interior walls and from the exterior face of exterior walls. L. The terms “Landlord” and “Tenant”, as the context impliesused herein, denote both singular and plural and all genders. If Tenant Where “Tenant” consists of more than one person person, whether natural or entityartificial, then all members of Tenant the persons constituting “Tenant” shall be jointly and severally liable for all obligations to be performed by Tenant herein. If Tenant is a corporation or other entity, Tenant shall furnish to Landlord such evidence as Landlord may reasonably require in order to evidence the authority of Tenant to execute and deliver the Lease and to perform its obligations hereunder. This . M. The Effective Date of the Lease shall be construed the date last executed by the parties without amendment or deletion to the Lease and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only its Exhibits. N. All terms, covenants and conditions herein contained to be performed by Tenant shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so performed at its sole cost and expense without right expense, and if Landlord shall pay any sum of reimbursement money or do any act which requires the payment of money, by reason of the failure, neglect or refusal of Lessee to perform such term, covenant or condition, the sum of money so paid by Landlord shall be deemed additional rent and shall be payable by Tenant to Landlord within ten (10) days after demand therefore. O. Any amount due to Landlord not paid when due shall bear interest at the maximum rate allowable by law accruing from the other party unless specific provision is made therefordate due. Where Payment of such interest shall not excuse or cure any default by Tenant under the Lease. P. Provisions herein to the contrary notwithstanding, there shall be absolutely no personal liability on the part of Landlord's consent is required hereunder, its directors, officers or shareholders, or any of its partners, their directors, officers or shareholders, with respect to any of the consent terms, conditions and covenants of any Lender shall also be required. Landlord the Lease; and Tenant shall both be deemed look solely to have drafted this Lease, and the rule interest of construction that a document is to be construed against the drafting party shall not be employed Landlord in the construction Center for the satisfaction of each and every remedy of Tenant. Q. The submission of the Lease for examination by Tenant does not constitute an offer or interpretation an option to lease the Demised Premises, nor is it intended as a reservation of this Lease. Where the Demised Premises for the benefit of Tenant, nor shall the Lease have any force or validity until and unless a copy of it is returned by Tenant is obligated not duly executed by Landlord. R. All obligations of Tenant to pay rent or to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any after the termination of the provisions of this LeaseLease shall survive such termination.

Miscellaneous. Should any provisions No termination of this Lease prove prior to the normal ending thereof, by lapse of time or otherwise, shall affect Landlord’s right to collect Base Rent or additional rent for the period prior to termination thereof. All rights, powers and privileges conferred under this Lease upon parties hereto shall be invalid cumulative but not restrictive to those given by law. The failure of either party to exercise any power given to it hereunder, or illegalto insist upon strict performance of any one or more of the obligations under this Lease, or to exercise any election contained in this Lease, shall not be construed as a waiver or relinquishment of the right to demand strict compliance with the terms hereof for the future performance of the terms and conditions of this Lease or of the right to exercise such election. The receipt and acceptance by Landlord of Base Rent or additional rent with knowledge of breach by Tenant of any obligation under this Lease shall not be deemed a waiver of such breach. This Lease shall be governed by the laws of the State of Nebraska. “Landlord” as used in this Lease shall include Landlord, its heirs, representatives, assigns, and successors in interest to Landlord’s interest(s) in and to this Lease and/or to the Premises. In the event that any court of competent jurisdiction shall determine that any provision of this Lease is invalid, such invalidity or illegality determination shall in no way affectnot affect the validity of any of its other provisions, impair or invalidate any other provisions hereof, and such remaining provisions which shall remain in full force and effect and which shall be construed as to be valid under applicable law. In no event shall either party be liable or responsible for consequential, special, indirect, incidental, exemplary or punitive damages arising out of this Lease. Landlord and Tenant hereby waive trial by jury in any action or proceeding arising under this Lease. This Lease contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied in this Lease, shall be of any force or effect. Time is This Lease may only be amended in a writing signed by both parties. This Lease may be executed in multiple counterparts and/or electronically, each of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for and all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" which together shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, constitute a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasesingle instrument.

Miscellaneous. Should A. Words of any provisions of gender used in this Lease prove shall be held and construed to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate include any other provisions hereofgender, and such remaining words in the singular number shall be held to include the plural, unless the context otherwise requires. B. The terms, provisions and covenants and conditions contained in this Lease shall remain in full force and effect. Time is of the essence with respect apply to, inure to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by benefit of, and be binding upon, the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to hereto and bind the upon their respective heirs, successorslegal representatives, executorssuccessors and permitted assigns, administrators except as otherwise expressly provided herein. Landlord shall have the right to assign any of its rights and assigns obligations under this Lease and Landlord's grantee and Landlord's successor shall upon such assignment become "Landlord" hereunder; thereby freeing and relieving the grantor and assignor of all covenants and obligations of "Landlord" hereunder, provided however, that no successor Landlord and Tenantshall be responsible for the return of any security deposit provided for pursuant to Paragraph 2B unless such successor receives the deposit. The term "party" Tenant agrees to furnish promptly on demand, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter into this Lease. Nothing herein contained shall mean give any other tenant in the Building of which the leased premises is a part any enforceable rights either against Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws a result of the State in which the Leased Premises are located. covenants and obligations of either party set forth herein. C. The captions inserted in this Lease are for convenience only and shall not be construed in no way define, limit or otherwise describe the construction scope or interpretation intent of this Lease, or any provision hereof. When the context of . D. Tenant shall at any time and from time to time within ten (10) days after written request from Landlord execute and deliver to Landlord or any prospective Landlord or mortgagee or prospective mortgagee a sworn and acknowledged estoppel certificate, in form reasonably satisfactory to Landlord and/or Landlord's mortgagee or prospective mortgagee certifying and stating as follows: (i) this Lease requireshas not been modified or amended (or if modified or amended, setting forth such modifications or amendments); (ii) this Lease (as so modified or amended) is in full force and effect (or if not in full force and effect, the neuter gender includes reasons therefor); (iii) the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, Tenant has no offsets or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required defenses to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any performance of the terms and provisions of this Lease, including the payment of rent (or if there are any such defenses or offsets, specifying the same); (iv) Tenant is in possession of the leased premises, if such be the case; (v) if an assignment of rents or leases has been served upon Tenant by a mortgagee or a prospective mortgagee, Tenant has received such assignment and agrees to be bound by the provisions thereof; and (vi) any other accurate statements reasonably required by Landlord or its mortgagee or prospective mortgagee. It is intended that any such statement delivered pursuant to this subsection may be relied upon by any prospective purchaser or mortgagee and their respective successors and assigns and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. E. This Lease may not be altered, changed or amended except by a instrument in writing signed by both parties hereto. F. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof, including without limitation, all payment obligations with respect to taxes, and all obligations concerning the condition of the premises. Upon the expiration or earlier termination of the term hereof, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary: (i) to repair and restore the leased premises as provided herein; and (ii) to discharge the Tenant's obligation for unpaid real estate taxes and other amounts due Landlord. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. Any security deposit held by Landlord shall be credited against the amount payable by Tenant under this subparagraph 22f. G. If any clause, phrase, provision or portion of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable under applicable law, such event shall not effect, impair or render invalid or unenforceable the remainder of this Lease nor any other clause, phrase, provision or portion hereof, nor shall it affect the application of any clause, phrase, provision or portion hereof to other persons or circumstances, and it is also the intention of the parties to this Lease that in lieu of each such clause, phrase provision or portion of this Lease that is invalid or unenforceable, there be added as a part of this Lease contract a clause, phrase, provision or portions as similar in terms to such invalid or unenforceable clause, phrase, provision or portion as may be possible and be valid and enforceable. H. Whenever a period of time is herein prescribed for action to be taken by Landlord, the Landlord shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to causes of any kind whatsoever which are beyond the control of the Landlord.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed construed, interpreted and enforced governed in accordance with the Laws laws of the State in which the Leased Premises Apartments are located, notwithstanding the residence or principal place of business of any party hereto, the place where this Agreement may be executed by any party hereto or the provisions of any jurisdiction’s conflict-of-laws principles. Any action or proceeding seeking to enforce any term, condition, covenant or provision of, or based on any right arising out of, this Lease may be brought against either of the parties hereto in the courts of the State in which the Apartments are located, in the county in which the Apartments are located, or if it has or can acquire jurisdiction, in the United States District Court for the district in which the Apartments are located, and each of the parties hereto consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party hereto anywhere in the world. Time is expressly declared to be of the essence of this Lease. Subject to the limitations contained herein with respect to the assignment of Tenant’s interest under this Lease, all terms, conditions, covenants and provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. This Lease constitutes the sole and complete agreement of the parties hereto concerning the Apartment Unit and correctly sets forth the rights and obligations of the parties hereto. Any agreement or representation between the parties hereto respecting the subject matter of this Lease, whether oral or in writing, which is not expressly set forth in this Lease, is null, void and of no legal force or effect. The captions in this Lease are for convenience only and only, shall not be construed in the construction or interpretation of any provision hereof. When the context deemed a part of this Lease requiresand in no way define, limit or extend or describe the neuter gender includes scope of any terms, conditions, covenants and provisions hereof. Except to the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by extent otherwise stated in this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed references to have drafted this Lease, and the rule of construction that a document is “Sections” are to be construed against the drafting party shall not be employed in the construction or interpretation Sections of this Lease. Where Tenant is obligated All words used in this Lease shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. The terms “herein”, “hereof”, “hereto” or “hereunder” or similar terms shall be deemed to refer to this Lease as a whole and not to perform a particular Section. In any act term, condition, covenant or provision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall include Tenant’s invitees or others using the Apartment Unit with Tenant’s express or implied permission. In the event that any part of this Lease is construed or declared unenforceable, the remainder shall continue in full force and effect as though the unenforceable portion or portions were not permitted to perform any actincluded herein. This Lease may be executed in one or more counterparts by original, Tenant is also obligated to restrain any others reasonably within its controlfacsimile, including agentsor electronic signature, invitees, contractors, subcontractors and employees, from performing such act. Landlord each of which shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions to be an original copy of this Lease and all of which, when taken together, shall be deemed to constitute one and the same Lease.

Miscellaneous. Should any provisions A. The term "Landlord," as used in this Lease, so far as covenants or obligations on the part of this Lease prove Landlord are concerned, shall be limited to be invalid mean and include only the owner or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is owners of the essence Premises at the time in question. In the event of any transfer or transfers of the title to the Premises, the Landlord herein named (and in the case of any subsequent transfers or conveyances, the then grantor) shall be automatically released, from and after the date of such transfer or conveyance, from all liability with respect to the performance of every provision any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed; provided that the grantee assumes the duty to perform Landlord's covenants and obligations hereunder, and provided that any funds in which Tenant has an interest in the hands of Landlord or the then grantor at the time of such transfer shall be turned over to the grantee. Any amount then due and payable to Tenant by Landlord or the then grantor under any provisions of this Lease in which shall be paid to Tenant at the time of performance is a factor. Any copy any transfer or conveyance. B. The termination or mutual cancellation of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease not work a merger, and such termination or mutual cancellation shall, subject at the option of Landlord, either terminate all subleases and subtenancies or operate as an assignment to Landlord of any or all of such subleases or subtenancies. C. In the provisions regarding assignment, apply event either party to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This this Lease shall fail to comply with its obligations hereunder, and such failure continues for 30 days after notice (or such longer period not to exceed 45 days if performance has commenced but compliance cannot reasonably be construed and enforced in accordance with obtained within 30 days) stating that the Laws of party giving such notice will use self help if there is no compliance within the State in which time period, the Leased Premises are located. The captions in this Lease are for convenience only and other party may (but shall not be construed obligated to) fulfill such obligation on behalf of the non-complying party, making any reasonable expenditure in the construction or interpretation of any provision hereofconnection therewith. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required All such expenditures shall be reimbursed to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Leasewithin 30 days after demand, and if the rule of construction that a document other party is Tenant, such expenditures may be offset against Rent due under this Lease but only if Landlord does not pay such amount within such 30-day period. Notwithstanding anything in this paragraph to be construed against the drafting contrary, no prior notice to the non-complying party shall not be employed in necessary if the construction or interpretation of failure to comply involves emergency repairs under this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others Lease reasonably within its control, including agents, invitees, contractors, subcontractors necessary for the safety and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any preservation of the provisions Premises or the furnishings and equipment located therein or the health or safety of this Leasethe occupants or employees thereof.

Miscellaneous. Should (a) This Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns. Where appropriate the pronouns of any gender shall include the other gender, and either the singular or the plural shall include the other. (b) All rights and remedies of Landlord and Tenant under this Lease shall be cumulative and none shall exclude any other rights or remedies allowed by law. This Lease is declared to be a Tennessee contract, and all of the terms hereof shall be construed according to the laws of the State of Tennessee. (c) This Lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. Further, the terms and provisions of this Lease prove shall not be construed against or in favor of a party hereto merely because such party is the “Landlord” or the “Tenant” hereunder or such party or its counsel is the draftsman of this Lease. (d) If Tenant is a corporation, partnership or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease. Likewise, if Landlord is a corporation, partnership or other entity, Landlord warrants that all consent or approvals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this Lease have been obtained and that Landlord has the right and authority to enter into and perform its covenants contained in this Lease. (e) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE DEMISED PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. IN THE EVENT LANDLORD COMMENCES ANY PROCEEDINGS FOR NONPAYMENT OF RENT OR ANY OTHER AMOUNTS PAYABLE HEREUNDER, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING, UNLESS THE FAILURE TO RAISE THE SAME WOULD CONSTITUTE A WAIVER THEREOF. THIS SHALL NOT, HOWEVER, BE CONSTRUED AS A WAIVER OF TENANT’S RIGHT TO ASSERT SUCH CLAIMS IN ANY SEPARATE ACTION BROUGHT BY TENANT. (f) Wherever in this Lease there is imposed upon Landlord the obligation to use best or reasonable efforts or due diligence, Landlord shall be required to do so only to the extent the same is economically feasible and otherwise will not impose upon Landlord extreme financial or other burdens. (g) If any term or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or illegalunenforceable, the remainder of this Lease, or the application of such invalidity provision to persons or illegality circumstances other than those as to which it is invalid or unenforceable, shall in no way affect, impair or invalidate any other provisions hereofnot be affected thereby, and such remaining provisions each provision of this Lease shall remain in full force be valid and effect. shall be enforceable to the extent permitted by law. (h) Time is of the essence with respect to the performance of every provision of in this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. Lease. (i) This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and agreement shall not be construed in the construction or interpretation of convey any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required leasehold estate from Landlord to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be requiredTenant. Landlord and Tenant shall both be deemed to have drafted hereby agree that this Lease, and Lease creates only the rule interest of construction that a document is to be construed against the drafting party shall usufruct in Tenant which may not be employed levied upon or assigned without Landlord’s permission. (j) Tenant represents and warrants to Landlord that Tenant did not deal with any broker in the construction or interpretation of connection with this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any actshall indemnify, Tenant is also obligated to restrain any others reasonably within its controldefend and hold Landlord, including Landlord’s beneficiaries, the managing agent of the Building, the leasing agent of the Building and their respective agents, invitees, contractors, subcontractors partners and employeesemployees and the Building harmless of, from performing and against any and all losses, damages, liabilities, claims, liens, costs and expenses (including, without limitation, court costs, reasonable attorneys’ fees and litigation expenses) arising from any claims or demands of any broker or brokers or finders for any commission alleged to be due such act. Landlord shall not become other broker or be deemed a partner brokers or a joint venturer finders claiming to have dealt with Tenant by reason in connection with this Lease or with whom Tenant hereafter deals or whom Tenant employs. The provisions of any of this subsection shall survive the provisions expiration or earlier termination of this Lease. (k) If Tenant comprises more than one person, corporation, partnership, limited liability company or other entity, the liability hereunder of all such persons, corporations, partnerships or other entities shall be joint and several. (1) Landlord’s receipt of any Rental payable by Tenant hereunder with knowledge of the breach of a covenant or agreement contained in this Lease shall not be deemed a waiver of the breach. No acceptance by Landlord of a lesser amount than the installment of Rental which is due shall be considered, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed, an accord and satisfaction. Landlord may accept a check or payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy provided in this Lease.

Miscellaneous. Should All notices and demands relating hereto shall be in writing and mailed by certified mail, return receipt requested, to Lessor or Lessee at their respective addresses above or shown in the Schedule, or at any provisions other address designated by notice served in accordance herewith. Notice shall become effective when deposited in the United States mail, with proper postage prepaid, addressed to the party intended to be served at the address designated herein. All obligations of Lessee shall survive the termination or expiration of this Lease prove to and any Schedule hereto. Should Lessor permit use by Lessee of any Equipment beyond the Minimum Lease Term, or, if applicable, any exercised extension or renewal term, the lease obligations of Lessee shall continue and such permissive use shall not be invalid construed as a renewal of the term thereof, or illegal, such invalidity as a waiver of any right or illegality shall in no way affect, impair or invalidate continuation of any other provisions hereofobligation of Lessor hereunder, and Lessor may take possession of any such remaining provisions Equipment at any time upon demand. If more than once Lessee is named in this Lease, the liability of each shall remain be joint and several. Lessee shall, upon request of Lessor from time to time, perform all acts and execute and deliver to Lessor all documents which Lessor deems reasonably necessary to implement this Lease and any Schedule hereto, including, without limitation, certificates addressed to such persons as Lessor may direct stating that this Lease and the Schedule hereto is in full force and effect, that there are no amendments or modifications thereto, that Lessor is not in default hereof or breach hereunder, setting forth the date to which rentals due hereunder have been paid, and stating such other matters as Lessor may request, This Lease and any Schedule hereto shall be binding upon the parties and their successors, legal representatives and assigns. Time is Lessee's successors and assigns shall include, without limitation, a receiver, debtor-in-possession, or trustee of or for Lessee. If any person, firm, corporation or other entity shall guarantee this Lease and the performance by Lessee of its obligations hereunder, all of the essence with respect terms and provisions hereof shall be duly applicable to such Obligor. Lessee shall, at its expense and upon Lessor's demand, promptly execute, acknowledge, deliver, file, register and record any and all further documents and take any and all other action reasonably requested by Lessor from time to time, for the performance purpose of every provision fully effectuating the intent and purposes of each Lease Schedule, and to protect the interests of Lessor, its successors and assigns. Lessor may file a copy f this Lease Agreement in which time lieu of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasefinancing statement.

Miscellaneous. Should any provisions The execution, delivery and performance of this Lease prove Agreement is within Grantor’s corporate powers, has been duly authorized by all necessary corporate action, is not in contravention of law or the terms of Grantor’s by-laws or certificate of incorporation or other applicable documents relating to Grantor’s formation or to the conduct of Grantor’s business or of any material agreement or undertaking to which Grantor is a party or by which Grantor is bound. This Agreement can be invalid waived, modified, amended, terminated or illegaldischarged, such invalidity and the Security Interest can be released, only explicitly in a writing signed by Lender. A waiver signed by Lender shall be effective only in the specific instance and for the specific purpose given. Mere delay or illegality failure to act shall in no way affectnot preclude the exercise or enforcement of any of Lender’s rights or remedies. All rights and remedies of Lender whether established hereby, impair or invalidate by the Loan and Security Agreement, by any other provisions hereofdocument or by law, shall be cumulative and may be exercised singularly or concurrently, at Lender’s option, and the exercise or enforcement of any one such remaining provisions right or remedy shall remain neither be a condition to nor bar the exercise or enforcement of any other right. Lender shall not be obligated to preserve any rights Grantor may have against prior parties, to realize on the Copyrights at all or in full any particular manner or order, or to apply any cash proceeds of the Copyrights in any particular order of application. This Agreement shall be binding upon and inure to the benefit of Grantor and Lender and their respective participants, successors and permitted assigns (provided that Grantor shall not assign its rights and obligations under this Agreement without Lender’s prior written consent) and shall take effect when signed by Grantor and delivered to Lender, and Grantor waives notice of Lender’s acceptance hereof. Lender may execute this Agreement if appropriate for the purpose of filing, but the failure of Lender to execute this Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon, photographic or other reproduction of this Agreement or of any financing statement shall have the same force and effect. Time is of effect as the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns purposes of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context impliesa financing statement. If Tenant consists any provision or application of more than one person this Agreement is held unlawful or entityunenforceable in any respect, then all members of Tenant such illegality or unenforceability shall not affect other provisions or applications which can be jointly given effect and severally liable hereunder. This Lease this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and enforced warranties contained in accordance with this Agreement shall survive the Laws execution, delivery and performance of this Agreement and the creation and payment of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseObligations.

Miscellaneous. Should (a) Neither Agent nor any provisions Lender shall be responsible for the failure of this Lease prove any Non-Funding Lender to be invalid make a Credit Extension or illegal, such invalidity or illegality shall in no way affect, impair or invalidate make any other provisions hereofadvance required hereunder. The failure of any Non-Funding Lender to make any Credit Extension or any payment required by it hereunder shall not relieve any other Lender (each such other Lender, and such remaining provisions an “Other Lender”) of its obligations to make the Credit Extension or payment required by it, but neither any Other Lender nor Agent shall remain in full force and effectbe responsible for the failure of any Non-Funding Lender to make a Credit Extension or make any other payment required hereunder. Time is of Notwithstanding anything set forth herein to the essence contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the performance calculation of every provision “Required Lender” hereunder) for any voting or consent rights under or with respect to any Financing Document. At Borrower’s request, Agent or a person reasonably acceptable to Agent shall have the right with Agent’s consent and in Agent’s sole discretion (but shall have no obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender agrees that it shall, at Agent’s request, sell and assign to Agent or such person, all of the Applicable Commitments and all of the outstanding Credit Extensions of that Non-Funding Lender for an amount equal to the principal balance of the Credit Extensions held by such Non-Funding Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed assignment agreement reasonably acceptable to Agent. (b) Each Lender shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements paid or made by any Credit Party. Notwithstanding the foregoing, if this Lease Agreement requires payments of principal and interest to be made directly to the Lenders, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to the Agent (for Agent to redistribute to itself and the Lenders in which time a manner to ensure the payment to Agent of performance is any sums due Agent hereunder and the ratable repayment of each Lender’s portion of any Credit Extension and the ratable distribution of interest, fees and reimbursements) such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities and whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, shall be received by a factor. Any copy Lender in excess of this Lease which is executed its ratable share, then (i) the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for application to the payments of amounts due on the other Lender’s claims, or, in the case of Collateral, shall hold such Collateral for itself and as agent and bailee for the Agent and other Lenders and (ii) such Lender shall promptly advise the Agent of the receipt of such payment, and, within five (5) Business Days of such receipt and, in the case of payments and distributions, such Lender shall purchase (for cash at face value) from the other Lenders (through the Agent), without recourse, such participations in the Credit Extension made by the parties other Lenders as shall be deemed an original for all purposes. This Lease shall, subject necessary to cause such purchasing Lender to share the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns excess payment ratably with each of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced them in accordance with the Laws respective Pro Rata Shares of the State in which Lenders; provided, however, that if all or any portion of such excess payment is thereafter recovered by or on behalf of a Credit Party from such purchasing Lender, the Leased Premises are located. The captions in purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest; provided, further, that the provisions of this Lease are for convenience only and Section 14.13(b) shall not be construed to apply to (x) any payment made by a Credit Party pursuant to and in accordance with the express terms of this Agreement or the other Financing Documents, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Applicable Commitment pursuant to Section 13. 1. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 14.13(b) may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the construction or interpretation amount of any provision hereofsuch participation. When No documentation other than notices and the context like shall be required to implement the terms of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Lease.Section 14.13

Miscellaneous. Should (a) Landlord acknowledges that (i) it will obtain knowledge of confidential information of Tenant during the Term, including, but not limited to, designs and other data and information of a proprietary nature which is not generally known to the public ("Confidential Information"), and that (ii) maintenance of the proprietary character of the Confidential Information is important to Tenant and its business operations. Landlord shall keep secret all Confidential Information, shall not use Confidential Information for any provisions purpose other than as expressly authorized hereunder and shall not disclose Confidential Information to anyone except to the extent required in performing services hereunder or the Confidential Information becomes publicly available through no fault of Landlord. (b) Landlord shall indemnify Tenant and hold it harmless against and in respect of any and all payments, damages, demands, claims, losses, expenses, costs, obligations and liabilities (including, but not limited to, reasonable attorneys' fees and costs) which arise or result from or are related to any breach or failure by Landlord or any Agent to perform any of its obligations hereunder. Landlord shall reimburse Tenant on demand for any payment made or loss suffered by it at any time after the date hereof, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement (which shall be approved by Landlord, which approval shall not be unreasonably withheld) of claims, demands or actions in respect of any damages to which the foregoing indemnity relates. Consummation of the transactions contemplated hereby shall not be deemed or construed to be a waiver of any right or remedy of the indemnified party nor shall this section or any other provision of this Lease prove Supplement be deemed or construed to be invalid a waiver of any ground of defense by the indemnified party. (c) Tenant shall promptly notify Landlord of the existence of any claim, demand or illegalother matter involving liabilities to third parties to which Landlord’s indemnification obligations would apply and shall give Landlord a reasonable opportunity to defend the same at its own expense and with counsel of its own selection (who shall be approved by Tenant, which approval shall not be unreasonably withheld); provided, however, that Tenant at all times also shall have the right to fully participate in the defense at its own expense. If Landlord within a reasonable time after such invalidity notice fails to defend such claim, or illegality fails to pursue such defense vigorously once commenced, Tenant shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf, for the account and at the risk and expense of Landlord. Except as provided in no way affectthe preceding sentence, impair Tenant shall not compromise or invalidate settle the claim or other matter without the prior written consent of Landlord in each instance. If the claim is one that cannot by its nature be defended solely by Landlord, Tenant shall make available all information and assistance that Landlord reasonably may request; provided, however, that any other provisions associated expenses shall be paid by Landlord. (d) This Supplement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and such remaining provisions shall remain in full force supersedes all prior agreements, under-standings, negotiations and effect. Time is of the essence with respect discussions, whether oral or written, relating to the performance of every provision subject matter of this Lease in which time of performance is a factorSupplement. Any copy No supplement, modification, waiver or termination of this Lease which is Supplement shall be valid unless executed by the parties party to be bound thereby. (e) Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed an original for all purposes. This Lease shallto have been given (i) if personally delivered, subject when so delivered to the provisions regarding assignmentparty to whom it is directed at the address set forth on the signature page hereof or (ii) if given by telecopier, apply when such notice or other communication is transmitted to the telecopier number specified on the signature page hereof and bind the respective heirsappropriate answer back or telephonic confirmation is received. Either party may change its address hereunder by giving written notice thereof to the other party. (f) The rights and duties of each party under this Supplement are personal, successorsand neither party shall assign or otherwise transfer any of its rights or delegate any of its duties hereunder (whether voluntarily or involuntarily) without the prior written consent of the other party in each instance. Subject to the foregoing, executorsall of the terms, administrators provi-sions and assigns obligations of Landlord this Supplement shall inure to the benefit of and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly binding upon the parties hereto and severally liable hereunder. This Lease their respec-tive permitted successors and assigns. (g) Any controversy arising out of or relating to this Supplement or the transactions contemplated hereby shall be construed and enforced referred to arbitration before the strictly in accordance with the Laws terms of this Supplement. The board of arbitrators shall convene at a place mutually acceptable to the parties in. The parties hereto agree to accept the decision of the State board of arbitrators, and judgment upon any award rendered here-under may be entered in which any court having jurisdiction thereof. Neither party shall institute a proceeding hereunder until that party has furnished to the Leased Premises are located. The captions in this Lease are other party at least thirty (30) days prior written notice of its intent to do so. (h) Each party hereby acknowledges and agrees that it would be difficult to fully compensate the other party for convenience only and shall not be construed in damages resulting from the construction breach or interpretation threatened breach of any provision hereof. When the context of this Lease requiresSupplement and, accordingly, that each party shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions without the necessity of proving actual damages or being required to post any bond or undertaking in connection with any such action. This provision with respect to injunctive relief shall not diminish, however, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, right of either party to any other relief or other form of business entityto claim and recover damages. (i) No failure to exercise, and the singular includes the pluralno delay in exercising, any right, power or remedy hereunder shall impair any right, power or remedy which any party may have, nor shall any such delay be construed as a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Supplement. The terms "must," "shall," "will," rights and "agree" remedies herein specified are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost cumulative and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent not exhaustive of any Lender shall also be requiredrights or remedies that any party would have. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason No waiver of any of the provisions of this LeaseSupplement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (j) Landlord shall maintain at its sole expense policies of insurance in forms and with coverages that are customary for persons and entities participating in the collection, storage, safeguarding, transport and disposal of waste and scraps, but in no less an amount as may be necessary to hold Tenant harmless from any failure by Landlord or any Agent to fulfill its obligations under this Supplement. Landlord shall provide Tenant with a certificate of insurance or other written evidence of the coverage described herein as of the commencement of the Term and as of the annual renewal of such insurance policies. The policies shall provide that insurance coverage may not be canceled or be subject to a reduction of coverage or other material modification unless at least thirty (30) days' prior written notice is given to Tenant by the insurance carrier. (k) Each party shall be responsible to ensure that the level of noise resulting from its activities under this Supplement complies with all applicable governmental laws, rules or regulations.

Miscellaneous. Should any provisions (a) The Required Lenders' execution of this Lease prove Amendment shall constitute the written consent required under Section 10.05 of the Loan and Security Agreement. (b) The parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effecteffect and is hereby ratified and confirmed in all respects. Time is Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement. (c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (d) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (e) Subject to the satisfaction of the essence conditions precedent specified in Section 2 above, this Amendment shall be effective as of the date of this Amendment first written above. (f) The Collateral Agent, the Collateral Administrator and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the performance validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall be entitled to the benefit of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject Loan and Security Agreement relating to the provisions regarding assignmentconduct or affecting the liability of or affording protection to the Collateral Agent, apply the Collateral Administrator and the Securities Intermediary, including their right to be compensated, reimbursed and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced indemnified in accordance with the Laws of the State in which the Leased Premises are locatedterms thereof. The captions in this Lease are for convenience only Administrative Agent, by its signature hereto, authorizes and shall not be construed in directs the construction or interpretation of any provision hereof. When the context of this Lease requiresCollateral Agent, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, Collateral Administrator and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required Securities Intermediary to do something by execute this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseAmendment.

Miscellaneous. Should any provisions of this Lease prove (a) The parties hereto hereby agree that, except as specifically amended herein, the Loan Agreement is and shall continue to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effecteffect and is hereby ratified and confirmed in all respects. Time is Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan Agreement, or constitute a waiver of any provision of any other agreement. (b) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (c) This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. (d) This Amendment shall be effective as of the essence date of this Amendment first written above. (e) The Collateral Agent, Collateral Administrator and Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, Collateral Administrator and Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the performance validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, Collateral Administrator and Securities Intermediary shall be entitled to the benefit of every provision of the Loan Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent, Collateral Administrator and Securities Intermediary, including their right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided. The Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent, Collateral Administrator and Securities Intermediary to execute this Lease Amendment. (i) Each of the Portfolio Manager and the Company hereby certifies (solely as to itself) that all of its representations and warranties set forth in Section 6.01 of the Agreement are true and correct (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct in all material respects), in each case on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which time of performance is a factor. Any copy of this Lease case they were true and correct (or with respect to such representations and warranties which is executed by the parties their terms contain materiality qualifiers, shall be deemed an original for true and correct in all purposes. This Lease shallmaterial respects) as of such earlier date and (ii) the Company hereby certifies that, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only date hereof, no Event of Default has occurred and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requiresis continuing, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, no Market Value Event has occurred and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" Borrowing Base Test is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasesatisfied.

Miscellaneous. Should (a) Each Pledgor agrees to pay to the Agent upon demand the cost and expenses incurred by the Agent in connection with the filing of any provisions financing statements or any other steps taken by the Agent in connection with the perfection or protection of such Pledgor’s Pledged Securities hereunder and in connection with releasing such pledge and security interest herein granted and provided for upon termination hereof. (b) No waiver or modification or amendment to the terms of this Lease prove Agreement shall be effective as against the Agent and the Secured Creditors unless the same is in writing and signed by an officer of the Agent. No such waiver, modification or amendment shall in any way affect any of the rights or remedies of the Agent and the Secured Creditors hereunder except to the extent that such waiver, modification or amendment specifically provides. (c) This Agreement and all of the rights, privileges, remedies and options given to the Agent and the Secured Creditors hereunder and in and to any of the Pledged Securities hereunder shall inure to the benefit of the Agent and the Secured Creditors and their successors and assigns; and all the terms, conditions, promises, covenants, representations and warranties of and in this Agreement shall bind each Pledgor and its successors and assigns, provided that no Pledgor may assign its rights or delegate its duties hereunder without the Agent’s prior written consent. (d) In the event that any provision hereof shall be deemed to be invalid by reason of the operation of any law or illegalby reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provision, but only as to such locations where such law or interpretation is operative, and the invalidity or illegality of such provision shall in no way affect, impair or invalidate not affect the validity of any other provisions remaining provision hereof, and such remaining any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect. Time is . (e) No Secured Creditor shall have the right to institute any suit, action or proceeding in equity or at law for the enforcement of any remedy under or upon this Agreement; it being understood and intended that no one or more of the essence with respect Secured Creditors shall have any right in any manner whatsoever to affect, disturb or prejudice the performance of every provision lien of this Lease Agreement by its or their action or to enforce any right hereunder, and that all proceedings at law or in which time of performance is a factor. Any copy of this Lease which is executed equity shall be instituted, had and maintained by the parties Agent in the manner herein provided and for the benefit of the Secured Creditors. (f) This Agreement shall be deemed an original for all purposesto have been made in the State of New York. This Lease shallAgreement and all rights and obligations hereunder, subject to the provisions regarding assignmentincluding matters of construction, apply to validity and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant performance shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with governed by the Laws internal laws of the State of New York (including Section 5‑1401 and Section 5‑1402 of the General Obligations law of the State of New York) without regard to principles of conflicts of law. All terms which are used in this Agreement which are defined in the Leased Premises are locatedUniform Commercial Code of New York shall have the same meanings herein as said terms do in such Uniform Commercial Code unless this Agreement shall otherwise specifically provide. The captions headings in this Lease instrument are for convenience of reference only and shall not be construed in limit or otherwise affect the construction or interpretation meaning of any provision hereof. (g) This Agreement may be executed in any number of counterparts, each constituting an original, but all together one and the same instrument. When Each Pledgor acknowledges that this Agreement is and shall be effective upon its execution and delivery by such Pledgor to the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityAgent, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed necessary for the Agent to execute this Agreement or any other acceptance hereof or otherwise to signify or express its acceptance hereof. (h) Except as otherwise specified herein, all notices hereunder shall be in writing (including, without limitation, notice by telecopy) and shall be given to the relevant party. All notices to the Pledgors hereunder shall be made to the Company, as their agent, in accordance with Section 11.9 of the Credit Agreement. (i) In the event the Secured Creditors shall at any time in their discretion permit a substitution of Pledgors hereunder or a party shall wish to become a Pledgor hereunder, such substituted or additional Pledgor shall, upon executing an agreement in the construction or interpretation form attached hereto as Schedule C, become a party hereto and be bound by all the terms and conditions hereof to the same extent as though such Pledgor had originally executed this Agreement and, in the case of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any acta substitution, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any in lieu of the provisions Pledgor being replaced. No such substitution shall be effective absent the written consent of this LeaseSecured Creditors nor shall it in any manner affect the obligations of the other Debtors hereunder.

Miscellaneous. Should (a) This Sublease may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. In the event that the provisions of this Sublease and those of the Prime Lease prove conflict, the provisions of this Sublease will prevail. (a) This Sublease is not binding upon Sublandlord unless and until it is signed by Sublandlord and delivered to be invalid or illegalSubtenant. (b) This Sublease constitutes the entire agreement between the parties and supersedes all prior representations and understandings. (c) This Sublease inures to the benefit of all of the parties hereto, their successors and (subject to the provisions hereof) their assigns. (d) Subtenant shall not record this Sublease, but at Subtenant’s request, Sublandlord shall execute a memorandum of the Sublease and Subtenant may record such memorandum, such invalidity recordation subject to the consent of the Prime Landlord, which consent Subtenant shall seek at its own cost and expense. (e) Subtenant shall not use, without Sublandlord’s prior written consent (which consent may be withheld in Sublandlord’s sole and absolute discretion), the names, trades names, trademarks, service marks, artwork, designs or illegality copyrighted materials of Sublandlord and its affiliated companies, employees, directors, shareholders, assigns, successors or licensees: (i) in any advertising, publicity, press release, presentation or promotion; or (ii) in any manner other than expressly in accordance with this Sublease. (f) Sublandlord shall not enter into any amendment to the Prime Lease that would modify or amend the Prime Lease to increase the obligations of Subtenant under this Sublease, reduce the term of the Prime Lease or otherwise adversely affect Subtenant’s rights under this Sublease. (g) In no event will Sublandlord or Subtenant be liable for any special, consequential or punitive damages under this Sublease. (h) Subject to the provisions of the Prime Lease, Subtenant shall have access to the Building and the Subleased Premises twenty four (24) hours a day, three hundred sixty five (365) days per year. (i) This Sublease shall be contingent upon the approval by Prime Landlord in writing (“Landlord’s Consent”), which Landlord’s Consent shall include: (i) Prime Landlord’s waiver of its rights of recapture of the Sublease Premises for this transaction under Section 16.5 of the Prime Lease, (ii) Prime Landlord’s agreement to provide Subtenant with the same signage rights to which Sublandlord is entitled under Article 33 of the Lease at no way affectcharge, impair (iii) Prime Landlord’s consent to Subtenant being permitted to further sublet the Subleased Premises or invalidate assign this Sublease in accordance with the provisions annexed hereto as Exhibit D, (iv) Prime Landlord’s agreement to provide Subtenant with a copy of any other provisions hereofnotice of default sent to Sublandlord, as tenant under the Prime Lease, simultaneously with the sending thereof to Sublandlord, (v) a non-disturbance agreement reasonably acceptable to Subtenant and Prime Landlord providing for the recognition of this Sublease as a direct lease between Prime Landlord and Subtenant in the event of a termination of the Prime Lease (except for a termination of the Prime Lease arising from an Event of Default on the part of Subtenant under this Sublease), provided, that the Sublease Term shall be modified to end on the earlier of (x) the Sublease Expiration Date and (y) the date (the “Early Termination Date”) 90 days following notice (the “Sublease Termination Notice”) by the Prime Landlord that it wishes to terminate the Sublease; provided, that if Prime Landlord shall elect to so terminate the Sublease, then Subtenant shall have the right, by notice to the Prime Landlord given not later than the date which is [60] days following the date of Subtenant’s receipt of the Sublease Termination Notice to elect to remain in occupancy and perform Sublandlord’s obligations under the Prime Lease, as if the termination of the Prime Lease had not theretofor occurred and no default shall have occurred under the Prime Lease, from and after the Early Termination Date, and (vi) an agreement by Prime Landlord to use its reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement from the holder of an Underlying Encumbrance (as defined in the Prime Lease) with respect to this Sublease. (j) Subtenant is undertaking negotiations with the State of New Jersey Economic Development Authority for the approval of a Business Employment Incentive Program grant (“BEIP Grant”). If the BEIP Grant is not approved by the New Jersey Economic Development Authority at its Board meeting on November 11, 2009, or such remaining provisions future date as the Board may consider the Subtenant’s BEIP Grant application, then Subtenant may cancel this Sublease, and in such event Subtenant shall remain in full force and effect. Time is have no further obligation to Sublandlord pursuant to this Sublease; provided, however, that the Subtenant must exercise its right to cancel within ninety (90) days of notice of its receipt of notice of the essence denial of the BEIP Grant application, or it shall waive its right to cancel the Sublease. (k) This Sublease may be executed in multiple counterparts, all of which when taken together will constitute one and the same instrument. The parties are signing this Sublease as of the date stated in the introductory clause. AETERNA ZENTARIS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO ROKA BIOSCIENCE, INC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: SVP - CFO Prepared by: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Summit, New Jersey 07901-2140 ARTICLE 1 DEFINITIONS 4 ARTICLE 2 DEMISE, TERM 4 ARTICLE 3 BASIC RENT; ADDITIONAL RENT 6 ARTICLE 4 REAL ESTATE TAXES 7 ARTICLE 5 OPERATING EXPENSES 9 ARTICLE 6 ELECTRICITY 12 ARTICLE 7 MAINTENANCE; ALTERATIONS; REMOVAL OF TRADE FIXTURES 13 ARTICLE 8 USE OF PREMISES 15 ARTICLE 9 LANDLORD’S SERVICES 16 ARTICLE 10 COMPLIANCE WITH REQUIREMENTS 19 ARTICLE 11 COMPLIANCE WITH ENVIRONMENTAL LAWS 20 ARTICLE 12 DISCHARGE OF LIENS 22 ARTICLE 13 PERMITTED CONTESTS 22 ARTICLE 14 INSURANCE; INDEMNIFICATION 23 ARTICLE 15 ESTOPPEL CERTIFICATES 25 ARTICLE 16 ASSIGNMENT AND SUBLETTING 26 ARTICLE 17 CASUALTY 31 ARTICLE 18 CONDEMNATION 32 ARTICLE 19 EVENTS OF DEFAULT 33 ARTICLE 20 CONDITIONAL LIMITATIONS, REMEDIES 35 ARTICLE 21 ACCESS; RESERVATION OF EASEMENTS 37 ARTICLE 22 ACCORD AND SATISFACTION 38 ARTICLE 23 SUBORDINATION 38 ARTICLE 24 TENANT’S REMOVAL 39 ARTICLE 25 BROKERS 40 ARTICLE 26 NOTICES 41 ARTICLE 27 NONRECOURSE 41 ARTICLE 28 SECURITY DEPOSIT 41 ARTICLE 29 MISCELLANEOUS 42 ARTICLE 30 USA PATRIOT ACT 43 ARTICLE 31 EXTENSION OPTION 44 ARTICLE 32 TENANT’S RIGHT OF FIRST OFFER 46 ARTICLE 33 SIGNAGE 47 This LEASE AGREEMENT (this “Lease”) is dated August 20, 2007 and is between NORMANDY ▇▇▇▇▇▇ HOLDINGS, LLC, a Delaware Limited Liability Company (“Landlord”), and AETERNA ZENTARIS, INC., a Delaware Corporation (“Tenant”). (1) Land: Block 2, Lot 2.02 on the official tax map of the Township of Warren, New Jersey, as more particularly described on Schedule A attached hereto. (2) Building: ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, New Jersey (3) Premises: A total of 10,741 rentable square feet on the 4th floor of the Building, as shown on Schedule B attached hereto. (4) Term: Ten (10) years and four (4) months. (5) Estimated Commencement Date November 1, 2007. (6) Termination Date: The day immediately preceding the ten (10) year and four (4) month anniversary of the Commencement Date, or such earlier date upon which the Term may expire or be terminated. (7) Basic Rent: Tenant shall have no responsibility to pay Basic Rent from the Commencement Date until the day immediately preceding the four (4) month anniversary of the Commencement Date. From the four (4) month anniversary of the Commencement Date until the day immediately preceding the one (1) year anniversary of the Commencement Date, $295,377.50 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $24,614.79 per month. From the one (1) year anniversary of the Commencement Date until the day immediately preceding the second (2nd) anniversary of the Commencement Date, $300,748.00 per annum due, and payable, in advance, on the first day of each month in equal monthly installments of $25,062.33 per month. From the second (2nd) anniversary of the Commencement Date until the day immediately preceding the third (3rd) anniversary of the Commencement Date, $306,118.50 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $25,509.88 per month. From the third (3rd) anniversary of the Commencement Date until the day immediately preceding the fourth (4th) anniversary of the Commencement Date, $311,489.00 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $25,957.42 per month. From the fourth (4th) anniversary of the Commencement Date until the day immediately preceding the fifth (5th) anniversary of the Commencement Date, $316,859.50 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $26,404.96 per month. From the fifth (5th) anniversary of the Commencement Date until day immediately preceding the sixth (6th) anniversary of the Commencement Date, $322,230.00 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $26,852.50 per month. From the sixth (6th) anniversary of the Commencement Date until day immediately preceding the seventh (7th) anniversary of the Commencement Date, $327,600.50 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $27,300.04 per month. From the seventh (7th) anniversary of the Commencement Date until day immediately preceding the eighth (8th) anniversary of the Commencement Date, $332,971.00 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $27,747.58 per month. From the eighth (8th) anniversary of the Commencement Date until day immediately preceding the ninth (9th) anniversary of the Commencement Date, $338,341.50 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $28,195.13 per month. From the ninth (9th) anniversary of the Commencement Date until day immediately preceding the tenth (10th) anniversary of the Commencement Date, $343,712.00 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $28,642.67 per month. From the tenth (10th) anniversary of the Commencement Date until the Termination Date, $349,082.50 per annum due and payable, in advance, on the first day of each month in equal monthly installments of $29,090.21 per month. (8) Rentable Size of Building: 120,800 square feet. (9) Rentable Size of Premises: 10,741 square feet. (10) Tenant’s Proportionate Share: 8.89%. (11) Base Period: Calendar year 2007. (12) Minimum Electric Energy Charge: $1.50 per square foot per year on the Premises, for a total of $16,111.50 per year due and payable in equal monthly installments of $1,342.63. The Minimum Electric Energy Charge shall be paid on a monthly basis together with the Basic Rent, provided, that the Minimum Electric Energy Charge shall be payable on and after the Commencement Date as there shall be no free rent during the first four (4) months of the Term with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this LeaseMinimum Electric Energy Charge. (13) Parking Spaces: 29 unassigned parking spaces. (14) Security: $100,000.00.

Miscellaneous. Should You agree that the terms and conditions contained in this Master Lease and any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, Schedule make up the entire agreement between you and such remaining provisions shall remain in full force and effect. Time is us regarding the lease of the essence with respect to the performance of every provision of this Equipment. This Master Lease in which time of performance is a factornot binding on us until we sign it. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced change in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions terms and conditions of this Master Lease or any Schedule must be in writing and signed by us, either manually or by electronic transmission. You agree, however, that we are authorized, without notice to you, to supply missing information or correct obvious errors in this Master Lease.. If we delay or fail to enforce any of our rights under this Master Lease or any Schedule, we will still be entitled to enforce those rights at a later time. All notices shall be given in writing by the party sending the notice and shall be effective when deposited in the U.S. Mail, addressed to the party receiving the notice at its address shown on the front of this Master Lease (or to any other address specified by that party in writing) with postage prepaid. All of our rights and indemnities will survive the termination of this Master Lease or any Schedule. It is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess will be applied to Lease Payments in inverse order of maturity, and any remaining excess will be refunded to you. If you do not perform any of your obligations under this Master Lease or any Schedule, we have the right, but not the obligation to take any action or pay any amounts that we believe are necessary to protect our interests. You agree to reimburse us immediately upon our demand for any such amounts that we pay. IF A SIGNED COPY OF THIS MASTER LEASE OR A SCHEDULE IS DELIVERED TO US BY FACSIMILE TRANSMISSION, IT WILL BE BINDING ON YOU. HOWEVER, WE WILL NOT BE BOUND BY THIS MASTER LEASE OR A SCHEDULE UNTIL WE ACCEPT IT BY MANUALLY SIGNING IT OR BY PURCHASING THE EQUIPMENT SUBJECT TO THE APPLICABLE SCHEDULE, WHICHEVER OCCURS FIRST. YOU WAIVE NOTICE OF OUR ACCEPTANCE AND WAIVE YOUR RIGHT TO RECEIVE A COPY OF THE ACCEPTED MASTER LEASE. YOU AGREE THAT, NOTWITHSTANDING ANY RULE OF EVIDENCE TO THE CONTRARY, IN ANY HEARING, TRIAL OR PROCEEDING OF ANY KIND WITH RESPECT TO THIS MASTER LEASE, WE MAY PRODUCE A COPY OF THE MASTER LEASE TRANSMITTED TO US BY FACSIMILE TRANSMISSION THAT HAS BEEN MANUALLY SIGNED BY US AND SUCH COPY SHALL BE DEEMED TO BE THE ORIGINAL OF THIS MASTER LEASE. TO THE EXTENT (IF ANY)

Miscellaneous. Should any provisions of this Lease prove (a) Any sublease consented to by Landlord shall be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, expressly subject and such remaining provisions shall remain in full force and effect. Time is subordinate to the Condominium Document sand to all of the essence with respect to the performance of every provision of covenants, agreements, terms, provisions and conditions contained in this Lease in which time of performance is a factorLease. Any copy proposed sub-sublease or proposed assignment of this Lease which is executed by the parties a sublease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignmentof this Article. Tenant shall reimburse Landlord on demand, apply as an additional charge, for any out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred by Landlord in connection with any actual or proposed assignment or sublease, whether or not consummated, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant; however, where the Landlord’s consent has been found to have been unreasonably withheld, Tenant shall not be liable for any out-of-pocket costs incurred by Landlord. Any sublease to which Landlord gives its consent shall not be valid or binding on Landlord unless and bind until Tenant and the respective heirssublessee execute a consent agreement in form and substance satisfactory to Landlord. (b) Notwithstanding any sublease, successorsor any amendments or modifications subsequent thereto, executorsTenant will remain fully liable for the payment of Basic Rent, administrators Escalation Charges and assigns other charges and for the performance of all other obligations of Tenant contained in this Lease. Any act or omission of any subtenant, or of anyone claiming under or through any subtenant, that violates any of the obligations of this Lease shall be deemed a violation of this Lease by Tenant. (c) The consent by Landlord to any sublease shall not relieve Tenant or any person claiming through or under Tenant of the obligation to obtain the consent of Landlord (and, if applicable, of the Condominium Trustees), pursuant to the provisions of this Article, to any subsequent sublease. (d) With respect to each and every sublease authorized by Landlord under the provisions of this Article, it is further agreed that any such sublease shall provide that: (i) the term of the sublease must end no later than one day before the last day of the Term of this Lease; (ii) no sublease shall be valid, and no subtenant shall take possession of all or any part of the Premises until a fully executed counterpart of such sublease, with a consent agreement in Landlord’s reasonable form, has been delivered to Landlord; (iii) each sublease shall provide that it is subject and subordinate to this Lease; (iv) Landlord may enforce the provisions of the sublease, including collection of rents; (v) in the event of termination of this Lease or reentry or repossession of the Premises by Landlord, Landlord may, at its sole discretion and option, take over all of the right, title and interest of Tenant. The term "party" , as sublessor, under such sublease, at which time Tenant’s rights under such sublease shall mean terminate (but Tenant’s obligations thereunder and under this Lease shall remain unaffected) and such subtenant shall, at Landlord’s option, attorn to Landlord but nevertheless Landlord shall not (A) be liable for any previous act or omission of Tenant as under such sublease; (B) be subject to any defense or offset previously accrued in favor of the context implies. If Tenant consists subtenant against Tenant; or (C) be bound by any previous modification of such sublease made without Landlord’s written consent or by any previous prepayment of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leasemonth’s rent.

Miscellaneous. Should any provisions 28.1 The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. If there is more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Time is of the essence of this Lease prove and each and all of its provisions. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. Subject to Article 15 hereof, this Lease shall benefit and bind Landlord and ▇▇▇▇▇▇ and the personal representatives, heirs, successors and assigns of Landlord and ▇▇▇▇▇▇. Unless required by a lender pursuant to section 22.1, neither this Lease nor any memorandum, short form, affidavit or other writing with respect thereto, shall be recorded by Tenant or anyone acting through, under or on behalf of Tenant. . If any provision of this Lease is determined to be invalid illegal or illegalunenforceable, such invalidity or illegality determination shall in no way affect, impair or invalidate not affect any other provisions hereof, provision of this Lease and all such remaining other provisions shall remain in full force and effect. Time is This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord rent or Tenant as the context impliesother amounts owing hereunder against Landlord. If Tenant consists requests the consent or approval of more than one person Landlord to any assignment, sublease or entityother action by Tenant, then all members of Tenant shall be jointly pay on demand to Landlord all costs and severally liable hereunderexpenses, including, without limitation, reasonable attorneys' fees, incurred by Landlord in connection therewith. This Lease shall be governed by and construed and enforced in accordance with the Laws laws of the State in which the Leased Premises are Building is located. The captions in this Lease are for convenience only . 28.2 Landlord and shall not be construed in Tenant each hereby expressly, irrevocably, fully and forever releases, waives and relinquishes any and all right to trial by jury and any and all right to receive from the construction other (or interpretation of any provision hereof. When the context of this Lease requirespast, the neuter gender includes the masculinepresent or future board member, the femininetrustee, a partnershipdirector, corporationofficer, limited liability companyemployee, joint ventureagent, representative, or advisor of the other) punitive and exemplary damages and damages based on injury to or interference with such party's business, including, but not limited to, loss of profits, loss of rents or other form revenues, loss of business entityopportunity, loss of goodwill or loss of use, in each case, however occurring in any claim, demand, action, suit, proceeding or cause of action in which Landlord and Tenant are parties, which in any way (directly or indirectly) arises out of, results from or relates to any of the singular includes the plural. The terms "must," "shall," "will," following, in each case whether now existing or hereafter arising and "agree" are mandatory. The term "may" is permissive. When a party is required whether based on contract or tort or any other legal basis: this Lease; any past, present or future act, omission, conduct or activity with respect to do something this Lease; any transaction, event or occurrence contemplated by this Lease, it shall do so at its sole cost and expense without right of reimbursement from ; the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent performance of any Lender shall also be requiredobligation or the exercise of any right under this Lease; the enforcement of this Lease; or Tenant's holding over in the Premises after the expiration or earlier termination of this Lease. Landlord and Tenant shall both be deemed reserve the right to have drafted recover actual or compensatory damages, with interest, attorneys' fees, costs and expenses as provided in this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform for any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions breach of this Lease. 28.3 ▇▇▇▇▇▇ agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord, and that disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate with other tenants. Tenant hereby agrees that Tenant and its partners, officers, directors, employees, agents, real estate brokers and sales persons and attorneys shall not disclose the terms of this Lease to any other person without ▇▇▇▇▇▇▇▇'s prior written consent, except to any accountants of Tenant in connection with the preparation of Tenant's financial statements or tax returns, to an assignee of this Lease or sublessee of the Premises, or to an entity or person to whom disclosure is required by applicable law or in connection with any action brought to enforce this Lease.

Miscellaneous. Should (a) Owner undertakes to maintain general and permanent control of the Vessel and all Relevant Items and shall be liable for all related costs and expenses thereto. (b) Owner shall comply with the Normative Ruling from the Federal Revenue Office (Brazil) no. 285 of January 14, 2003 and any provisions of this Lease prove to be invalid or illegalamendments thereto, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereofregarding the Vessel and all Relevant Items admitted under the Temporary Admission Regime, and such remaining provisions shall remain in full force and effect. Time is with the specific rules of any special regimes that may be enacted during the essence with respect to the performance of every provision of this Lease in Charter Period which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, may apply to this Charter. Charterer shall provide the requisite security pursuant to such Normative Ruling or, in the event that Owner has provided such security, shall indemnify Owner accordingly. (c) In order to allow Owner to take the measures referred to in Clauses 2.15, 2.16, 2.17, 2.18 and bind the respective heirs2.19, successors, executors, administrators Charterer shall grant to a customs clearance agent appointed by Owner (and assigns approved by Charterer) a power of Landlord attorney granting such person specific powers to act on Charterer’s behalf in executing and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced performing Charterer’s obligations under this Charter in accordance with the Laws requirements of, and in the standard required by, the Federal Revenue Office. Owner undertakes to supervise the customs clearance agent with due diligence. ***** (d) Owner shall be liable for any actions or measures deemed necessary by the relevant governmental agencies in relation to any and all import licenses, Import Declarations and export registrations relating to the Vessel and all Relevant Items. (e) Owner shall, at Charterer’s request, submit evidence of Charterer’s compliance with all import/export regimes imposed (including any necessary record keeping) and the regular standing of the State in which the Leased Premises are located. The captions in this Lease are for convenience only and shall not be construed in the construction or interpretation of any provision hereof. When the context of this Lease requiresoperations, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, and the singular includes the plural. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any regarding import and/or export of the provisions Vessel and all Relevant Items. (f) For avoidance of this Leasedoubt, any eventual costs, expenses and Taxes incurred by Charterer due to Owner’s failure in controlling and maintaining proper documentation in relation to importation and exportation of the Relevant Items will be for Owner’s account.

Miscellaneous. Should any provisions of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed construed, interpreted and enforced governed in accordance with the Laws laws of the State in which the Leased Premises Apartments are located, ("Prevailing Law") notwithstanding the residence or principal place of business of any party hereto, the place where this Lease may be executed by any party hereto or the provisions of any jurisdiction's conflict-of-laws principles. Any action or proceeding seeking to enforce any term, condition, covenant or provision of, or based on any right arising out of, this Lease may be brought against either of the parties hereto in the courts of the State in which the Apartments are located, in the County in which the Apartments are located, or if it has or can acquire jurisdiction, in the United States District Court for the district in which the Apartments are located, and each of the parties hereto consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party hereto anywhere in the world. Time is expressly declared to be of the essence of this Lease. Subject to the limitations contained herein with respect to the assignment of Tenant's interest under this Lease, all terms, conditions, covenants and provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. This Lease constitutes the sole and complete agreement of the parties hereto concerning the Apartment Unit and correctly sets forth the rights and obligations of the parties hereto. Any agreement or representation between the parties hereto respecting the subject matter of this Lease, whether oral or in writing, which is not expressly set forth in this Lease, is null, void and of no legal force or effect. The captions in this Lease are for convenience only and only, shall not be construed in the construction or interpretation of any provision hereof. When the context deemed a part of this Lease requiresand in no way define, limit or extend or describe the scope of any terms, conditions, covenants and provisions hereof. Except to the extent otherwise stated in this Lease, references to "Section" or "Sections" are to Sections of this Lease. All words used in this Lease shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the neuter gender includes word "including" does not limit the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, preceding words or other form of business entity, and the singular includes the pluralterms. The terms "must,herein", "hereof", "hereto" or "shall,hereunder" "will," and "agree" are mandatory. The term "may" is permissive. When a party is required to do something by this Lease, it or similar terms shall do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted refer to this Lease as a whole and not to a particular Section. In any term, condition, covenant or provision relating to the conduct, acts or omissions of Tenant, the term "Tenant" or "you" shall include Tenant's invitees or others using the Apartment Unit with Tenant's express or implied permission. In the event that any part of this Lease is construed or declared unenforceable, the remainder shall continue in full force and effect as though the unenforceable portion or portions were not included herein. This Lease may be executed in one or more counterparts by original, facsimile, or electronic signature, each of which shall be deemed to be an original copy of this Lease and all of which, when taken together, shall be deemed to constitute one and the same Lease. Tenant shall not record this Lease in the public records of the County or State, and the rule of construction that a document is to be construed against the drafting party shall not be employed in the construction event this Lease becomes of public record Tenant hereby names Landlord or interpretation of this Lease. Where Tenant is obligated not Agent its agent and authorizes such party to perform remove it from the public record, and agrees to pay any act costs or is not permitted to perform any act, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of any of the provisions of this Leaseexpenses associated therewith.

Miscellaneous. Should any provisions A. This Lease and the rights and obligations of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shallinterpreted, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. The term "party" shall mean Landlord or Tenant as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the Laws of the State state in which the Leased Premises are locatedBuilding is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of the state and federal courts located in such state. If any term or provision of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected, and each provision of this Lease shall be valid and enforced to the fullest extent permitted by Law. The captions in headings and titles to the Articles and Sections of this Lease are for convenience only and shall not be construed in have no effect on the construction or interpretation of any provision hereofpart of the Lease. B. Tenant shall not record this Lease or any memorandum without Landlord’s prior written consent. C. Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease. D. Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant, the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, civil, disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure”). When However, events of Force Majeure shall not extend any period of time for the context payment of Rent or other sums payable by either party or any period of time for the written exercise of an option or right by either party. E. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and/or Property referred to herein, and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord-for the performance of such obligations. F. Tenant represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord agrees to indemnify and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease. G. Tenant covenants, warrants and represents that: (1) each individual executing, attesting and/or delivering this Lease on behalf of Tenant is authorized to do so on behalf of Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant is duly organized and legally existing in the state of its organization and is qualified to do business in the state in which the Premises are located. If there is more than one Tenant, or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities. Notices, payments and agreements given or made by, with or to any one person or entity shall be deemed to have been given or made by, with and to all of them. H. Time is of the essence with respect to Tenant’s exercise of any expansion, renewal or extension rights granted to Tenant. This Lease shall create only the relationship of landlord and tenant between the parties, and not a partnership, joint venture or any other relationship. This Lease and the covenants and conditions in this Lease shall inure only to the benefit of and be binding only upon Landlord and Tenant and their permitted successors and assigns. I. The expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or early termination of this Lease. Without limiting the scope of the prior sentence, it is agreed that the parties’ respective obligations under Sections IV.A., IV.B., IV.E., VII, XIV, XX, XXV and XXX shall survive the expiration or early terminations of this Lease. J. Landlord has delivered a copy of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entityto Tenant for Tenant’s review only, and the singular includes delivery of it does not constitute an offer to Tenant or an option. This Lease shall not be effective against any party hereto until an original copy of this Lease has been signed by such party. K. All understandings and agreements previously made between the plural. The terms "must," "shall," "will," and "agree" parties are mandatory. The term "may" is permissive. When a party is required to do something superseded by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other neither party unless specific provision is made therefor. Where Landlord's consent is required hereunderrelying upon any warranty, the consent of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and the rule of construction that a document is to be construed against the drafting party shall statement or representation not be employed contained in the construction or interpretation of this Lease. Where This Lease may be modified only by a written agreement signed by Landlord and Tenant. L. Tenant, within 15 days after request, shall provide Landlord with its most recent financial statement and such other information as Landlord may reasonably request in order to create a “business profile” of Tenant and determine Tenant’s ability to fulfill its obligations under this Lease. Landlord, however, shall not require Tenant to provide such information unless Landlord is obligated not requested to perform any act produce the information in connection with a proposed financing or is not permitted to perform any actsale of the Building. Upon written request by Tenant, Tenant is also obligated to restrain any others reasonably within its control, including agents, invitees, contractors, subcontractors and employees, from performing such act. Landlord shall not become or be deemed enter into a partner or a joint venturer with Tenant commercially reasonable confidentiality agreement covering any confidential information that is disclosed by reason of any Tenant. M. Landlord represents and warrants that (i) the Rentable Square Footage of the provisions Building set forth in Section I above is reasonably accurate and determined in accordance with standard industry practices, (ii) the Rentable Square Footage of this Leasethe Building set forth in Section I above is the same number of square feet used for all leases of space in the Building, and (iii) the sum of the prorata shares for all tenant spaces in the Building does not exceed 100%.