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 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 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 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 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 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 (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 (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 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 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 All instructions to the Custodian shall be in writing. The Participant may authorize an agent to give instructions hereunder. Any such agent, including any Broker authorized to direct the investment of a Participant's Account, must be authorized in writing by the Participant in such form which is approved by and filed with the Custodian. Any instruction by an agent so authorized shall be binding on the Participant. Any authorization hereunder shall remain in effect until revoked by the Participant in writing filed with the Custodian. Principal Mutual Life Insurance Company shall substitute another Trustee or Custodian upon notification by the Internal Revenue Service that such substitution is required because it has failed to comply with the requirements of Section 1.401-12(n) of the Treasury Regulations, or is not keeping such records, or mailing such returns or sending such statements as are required by forms or regulations. In no event shall the Custodian be liable or responsible for the payment of any tax or any penalty attributable to Excess Contributions, retention of Excess Contributions, failure to make the minimum distribution from the Account, or withdrawals or distributions made from the Account. Custodian shall not be required to make any distribution which, in the judgment of Custodian, will render Custodian directly liable for any such tax or penalty. In the event Custodian shall receive any claim to the funds held under the Plan which claim is adverse to the interest of the Participant or the Beneficiary and which claim Custodian, in its absolute discretion, deems meritorious, Custodian may withhold distribution under the Plan until the claim is resolved or until instructed by a court of competent jurisdiction or Custodian may pay all or any portion of the funds then invested in the Mutual Fund into such court. Payment to a court under the Plan shall relieve Custodian of any further obligation to anyone for the amount so paid. In the event any question arises or ambiguity exists as to the meaning, interpretation or construction of any provisions of this Lease prove the Plan, the Custodian is authorized to construe or interpret any such provision and such construction and interpretation shall be binding upon the Participant and the Beneficiary. As compensation for its service hereunder, the Custodian shall be paid an annual maintenance fee of $15 per I▇▇ Plan Participant Account on the first business day of December each year. Such fees shall be deducted from the Accounts as applicable and paid to the Custodian unless the participant elects, in a writing filed with the Custodian, to pay such fee directly. Any fee not paid directly when due may be deducted from the Account and paid to the Custodian. Any notices required or permitted to be invalid given to Custodian under the Plan shall be given to Custodian at the office of Custodian or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereofof its offices, and such remaining provisions any notices required or permitted to be given to the Participant under the Plan shall remain in full force be given to the Participant at the address for notice the Participant may file with Custodian from time to time. Notices hereunder may be personally served or sent by United States mail, first class, with postage prepaid and effectproperly addressed. Time is Any provision of the essence with respect Plan which disqualifies it as an I▇▇ shall be disregarded to the performance of every provision of this Lease in which time of performance is a factorextent necessary to continue to qualify it as an I▇▇ under the code. Any copy of this Lease which is executed by the parties shall be deemed an original for all purposes. This Lease shall, subject Titles 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 Articles in this Lease Plan are for convenience only and shall not be construed and, in the construction or interpretation event of any provision hereof. When the context of this Lease requiresconflict, the neuter gender includes text of the masculinePlan rather than the titles shall control. Individual Retirement Custody Account Disclosure Statement Right To Revoke AN INDIVIDUAL MAY REVOKE HIS OR HER INDIVIDUAL RETIREMENT ACCOUNT (I▇▇) AND HIS OR HER PARTICIPATION IN THE PLAN AT ANY TIME WITHIN SEVEN (7) BUSINESS DAYS AFTER HIS OR HER ADOPTION OF THE PLAN. In the event of such a revocation, the feminine, entire amount contributed by the individual will be returned. Individuals wishing to revoke their Individual Retirement Accounts are required to mail or deliver a partnership, corporation, limited liability company, joint venture, or other form written notice of revocation to the custodian not later than the seventh business entity, and day after the singular includes the pluralestablishment of his Retirement Account. 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 notice 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 delivered on 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 date of the provisions of this Leasepostmark.

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 9.1 The Pledgor shall urge the Debtor to strictly perform its duties and obligations to the Pledgee under the Principal Contract and the legal requirements relating thereto. 9.2 If the Pledgor is involved in any provisions criminal offense, litigation, arbitration or dispute, or the Collateral is seized, frozen or detained or involved in any title dispute which has adverse effect on the Pledgor’s performance of its security obligations, the Pledgor shall immediately notify the Pledgee. 9.3 Neither party hereto may change or terminate this Agreement unilaterally.Any change or termination of this Lease prove to Agreement shall 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 agreement of the essence with respect parties hereto in writing. 9.4 If the Pledgor fails to the performance perform this Agreement due to death, loss of every provision capacity for civil conduct, wind-up, dissolution or bankruptcy, or serious worsening of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by the parties its economic conditions, it shall be deemed an original for as event of default. 9.5 Any other matters not covered hereunder are governed by the Principal Contract. 9.6 If the Pledgee assigns its all purposes. This Lease shallor partial rights provided under the Principal Contract to any third party, subject the assignee shall have the rights of the pledge relating to the provisions regarding assignmentapplicable creditor’s right provided under this Agreement. 9.7 The validity of each clause of this Agreement will not affect that of the remainder hereof. 9.8 If the Principal Contract is held invalid, apply the Pledgor shall also be liable for any debt of the Debtor arising from return of applicable assets or indemnity of applicable loss to the extent of the Collateral. 9.9 The document evidencing entitlement to the Collateral and bind the respective heirs, successors, executors, administrators and assigns any other legal documents related to this Agreement constitute an integral part of Landlord and Tenantthis Agreement. The term "party" Pledgor shall mean Landlord deliver the document evidencing entitlement to the pledged deposit to the Pledgee on the effective date of this Agreement. 9.10 The Pledgee’s failure to exercise any of its rights under the Principal Contract or Tenant this Agreement, or grant of any grace, concession, exception or tolerance relating thereto, will not operate as waiver of any of its rights provided hereunder; waiver of any of its rights provided hereunder by the context implies. If Tenant consists of more than one person or entityPledgee, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with including the Laws of the State in which the Leased Premises are located. The captions pledge provided in this Lease are for convenience only and Agreement, shall not be construed valid unless it is expressly made in writing. 9.11 This Agreement is made in three originals, one held 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 entity, Pledgor and the singular includes other two held by 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 Pledgee.All of the provisions of this Leaseoriginals have the same effect.

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 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 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 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. 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 (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 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 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. 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 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 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 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. Any defective designs, specifications, or studies furnished by the CONTRACTOR will be corrected by the CONTRACTOR at no cost to the DISTRICT. The DISTRICT’s approval, acceptance, use of, or payment for, all or part of this Lease prove to be invalid the CONTRACTOR’s services hereunder, or illegalof the Project itself, such invalidity or illegality shall in no way affectalter the CONTRACTOR’s obligations or the DISTRICT’s rights hereunder. B. The DISTRICT and CONTRACTOR agree that the CONTRACTOR’s preparation of all studies, impair or invalidate drawings, designs, specifications, notes and other elements of the Contract Documents and other services rendered in the performance of this Agreement is a service work done for hire and that the ownership of such documents vests in the DISTRICT. C. CONTRACTOR and any other provisions hereofsubcontractor shall keep and maintain accurate books of record and account, in accordance with sound accounting principles, of all expenditures made and all costs, liabilities and obligations incurred under this Agreement, and all papers, files, accounts, reports, cost proposals with backup data and all other material relating to work under this Agreement and shall make all such remaining provisions shall remain in full force and effect. Time is materials available at the office of the essence DISTRICT at any reasonable time during the term of this Agreement and for the length of time established by law or five (5) years, whichever is longer from the date of final payment to CONTRACTOR or termination of this Agreement for audit, inspection and copying upon DISTRICT’s request. D. CONTRACTOR will submit photocopies of reimbursable expense bills to support the CONTRACTOR’s billing for reimbursable expense. E. Notwithstanding anything to the contrary contained in this Agreement, the DISTRICT’s review and acceptance (or approval) of any and all documents or other matters required herein shall be for the sole purpose of furnishing the CONTRACTOR with information as to DISTRICT’s objectives and goals with respect to the performance Project. Such review and acceptance (or approval) shall not be for determining the propriety, accuracy or completeness of every provision the CONTRACTOR’s work, other than as they relate to the DISTRICT’s general programming goals, and therefore shall not create any liability on the part of the DISTRICT for errors, omissions or inconsistencies or other fault in the CONTRACTOR’s work. However, DISTRICT’s approval at the end of each phase shall represent approval for the CONTRACTOR to move to the next phase of work and DISTRICT shall be liable for additional compensation due under the terms hereof for DISTRICT initiated changes. F. To the extent the following applies, CONTRACTOR shall reasonably comply with all federal, state and local laws, rules and regulations applicable to the work including without limitation all building codes, the Americans With Disabilities Act, the requirements of the Equal Employment Opportunity Clause of the Illinois Human Rights Act, (775 ILCS 5/2-105), the rules and regulations of the Illinois Department of Human Rights, the Public Works Employment Discrimination Act (775 ILCS 5/10 et. seq.), and all laws and regulations pertaining to occupational and work safety. The CONTRACTOR’s signature on this Lease document herein certifies that it had a sexual harassment policy in effect which time complies with 775 ILCS 5/2-105. G. In the event of performance is a factorthe CONTRACTOR’s non-compliance with the provisions of the forgoing Equal Employment Opportunity Clause, the Illinois Human Rights Act, or the rules and regulations of the Illinois Department of Human Rights, the CONTRACTOR may be declared ineligible for future contracts or subcontracts and this Agreement may be canceled and voided in whole or in part and such other sanctions or other penalties may be imposed as provided by statute or regulation. Any copy of this Lease which is executed However, any forbearance or delay by the parties DISTRICT in canceling this contract shall not be constituted as and does not constitute the DISTRICT’s consent to such a violation or the DISTRICT’s waiver of any rights it may have. H. Any suit or action arising under this Agreement shall be deemed an original for commenced in the Circuit Court of the 22nd Judicial Circuit, County of ▇▇▇▇▇▇▇, Illinois, but only after exhausting all purposes. possible contractual or administrative remedies. 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 Agreement shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with governed 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 LeaseIllinois.

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 (a) The Construction Documents shall in no way affect, impair or invalidate any other provisions hereof, show all Tenant Improvements 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 designed in compliance with all purposes. This Lease shall, subject to the provisions regarding assignment, apply to applicable Legal Requirements and bind the respective heirs, successors, executors, administrators American Institute of Architects accepted industry practices and assigns of Landlord standards 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 constructed in compliance with all applicable Legal Requirements and severally liable hereunder. This Lease shall be construed and enforced substantially in accordance with the Laws Construction Documents. Landlord shall be responsible for obtaining any necessary building permits for the Tenant Improvements (payable out of the State in which Tenant Allowance) and certifications necessary for the Leased occupancy of the Premises are located(except to the extent a requirement for the certificate of occupancy is due to Tenant’s specific business operations to be conducted at the Premises). The captions in this Lease are for convenience only Tenant’s approval of the Space Plans and the Construction Documents shall not be construed relieve Landlord, and Tenant’s approvals shall not constitute a waiver, of Landlord’s obligation to construct the Tenant Improvements in compliance with all applicable Legal Requirements and substantially in accordance with the Construction Documents, and such approval shall not preclude Tenant from asserting any claims relating thereto, whether known or unknown, unless otherwise expressly waived in writing by Tenant. (b) To the extent of Tenant’s equipment, fixtures, furniture, furnishings or other materials are stored or installed in the construction Premises prior to the Commencement Date by Tenant or interpretation its agents, Tenant hereby releases Landlord for any and all liability therefor and agrees to indemnify and hold Landlord harmless from and against any and all liability, loss, claim, cause of action, damages, cost or expense arising out of or in connection with loss or damage or destruction of any provision hereof. When such equipment, fixtures, furnishings or other materials, unless such loss, damage or destruction is caused by the context negligence or willful misconduct of Landlord or its agents, or breach of this Lease requires, by Landlord. (c) All costs associated with any installation of Tenant’s telephone equipment in any core or equipment room shall be the neuter gender includes responsibility of Tenant (subject 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 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 LeaseAllowance).

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 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 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. 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 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 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 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 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 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 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 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 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 any provisions 3.1 Developer shall make all commercially reasonable efforts to ensure that Covenantor acts as required by this Agreement. 3.2 Covenantor agrees that in the event of a breach of this Lease prove to Agreement, Licensor would be invalid or illegalirreparably injured and be without an adequate remedy at law. Therefore, 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 event of any provision hereof. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, such a partnership, corporation, limited liability company, joint venturebreach, 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 threatened 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 attempted breach of any of the provisions hereof, Licensor shall be entitled to enforce the provisions of this LeaseAgreement and shall be entitled, in addition to any other remedies which are made available to it at law or in equity (including any right to terminate the Development Agreement or any operating agreement, as provided therein), to a temporary and/or permanent injunction and a decree for the specific performance of the terms of this Agreement, without the necessity of showing actual or threatened harm and without being required to furnish a bond or other security. 3.3 Covenantor agrees to pay all expenses (including court costs and reasonable attorneys' fees) incurred by Licensor and Developer in enforcing this Agreement. 3.4 Any failure by Licensor or the Developer to object to or take action with respect to any breach of any provision of this Agreement by Covenantor shall not operate or be construed as a waiver of or consent to that breach or any subsequent breach by Covenantor. 3.5 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES. COVENANTOR HEREBY IRREVOCABLY SUBMITS HIMSELF TO THE JURISDICTION OF THE STATE AND THE FEDERAL DISTRICT COURTS LOCATED IN THE STATE, COUNTY OR JUDICIAL DISTRICT IN WHICH THE LICENSOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED. COVENANTOR HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. COVENANTOR HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY APPLICABLE STATE OR FEDERAL LAW. COVENANTOR FURTHER AGREES THAT VENUE FOR ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE THE COUNTY OR JUDICIAL DISTRICT IN WHICH LICENSOR'S PRINCIPAL PLACE OF BUSINESS IS LOCATED AT THE TIME SUCH PROCEEDING IS COMMENCED; PROVIDED, HOWEVER, WITH RESPECT TO ANY ACTION WHICH INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF, LICENSOR OR DEVELOPER MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE WHICH HAS JURISDICTION. 3.6 The parties acknowledge and agree that each of the covenants contained herein are reasonable limitations as to time, geographical area, and scope of activity to be restrained and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Licensor. The parties agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final decision to which Licensor is a party, Covenantor expressly agrees to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Agreement. 3.7 This Agreement contains the entire agreement of the parties regarding the subject matter hereof. This Agreement may be modified only by a duly authorized writing executed by all parties. 3.8 All notices and demands required to be given hereunder shall be in writing and shall be sent by personal delivery, expedited delivery service, certified or registered mail, return receipt requested, first-class postage prepaid, facsimile, telegram or telex (provided that the sender confirms the facsimile, telegram or telex by sending an original confirmation copy by certified or registered mail or expedited delivery service within three (3) business days after transmission), to the respective parties at the following addresses unless and until a different address has been designated by written notice to the other parties. If directed to Licensor, the notice shall be addressed to:

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 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 The parties agree to the following miscellaneous terms: (a) This Agreement and the other Loan Documents shall be governed by California law, without regard for the effect of conflict of laws. (b) Borrower agrees that it will pay all out of pocket costs and expenses of Lender and expenses (including, without limitation, Lender’s reasonable attorneys’ fees and costs and/or fees, transfer charges and costs of Lender’s in-house counsel) in connection with the preparation and of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any Agreement and the other provisions hereofLoan Documents, and such remaining provisions waiver, amendment or modification of any thereof, and the enforcement by Lender of any of its rights and remedies hereunder and thereunder, including, but not limited to, any and all appeals and any bankruptcy or other insolvency proceeding and whether or not suit is filed. (c) This Agreement and the other Loan Documents shall remain in full force and effect. Time is of the essence with respect inure to the performance benefit of every provision of this Lease in which time of performance is a factor. Any copy of this Lease which is executed by and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that Borrower shall not assign or transfer its right or obligations under this Agreement and/or the other Loan Documents without the prior written consent of Lender. (d) Borrower acknowledges that Lender may provide information regarding Borrower and the Loan to Lender’s Affiliates and service providers. (e) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original for but all purposes. This Lease of which shall constitute one and the same agreement. (f) Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, subject as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction. (g) Lender reserves the right to sell the Loan and/or a participation interest and/or interests in the Loan. Borrower agrees that any information, Financial Statements and documents furnished to Lender may be furnished by Lender to any prospective participant or purchaser. Upon request by Lender, Borrower shall promptly deliver to any respective purchaser for said Loan and/or a participation interest in said Loan a written statement confirming the outstanding principal balance of said Loan and the non-existence of any uncured default by Lender and/or Borrower under any Loan Documents, which statement shall be accompanied by current Financial Statements of Borrower. (h) This Agreement is an integrated agreement and supersedes all prior negotiations and agreements regarding assignmentthe subject matter hereof. Any amendments hereto shall be in writing and be signed by all parties hereto. (i) Lender’s consent to or approval of any act by Borrower requiring further consent or approval shall not be deemed to waive or render unnecessary Lender’s consent to or approval of any subsequent act. Lender’s acceptance of a late performance of any obligation shall not constitute a waiver by Lender of the right to require prompt performance of all further obligations, apply Lender’s acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of Lender’s right to proceed with the exercise of its remedies for any unfulfilled obligations; and bind Lender’s acceptance of any partial performance shall not constitute a waiver by Lender of any rights relating to the unfulfilled portion of the applicable obligation. (j) The provisions hereof shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successorsadministrators, executors, administrators successors, and assigns assignees; PROVIDED, HOWEVER, that this Agreement shall be personal to Borrower and no assignment by Borrower of Landlord any of its rights under this Agreement is permitted and Tenantno such assignment shall be binding upon Lender or of any effect unless the prior written consent of Lender to such assignment has first been procured. (k) If Borrower shall fail to perform any obligation hereunder that requires the payment of money, Lender may perform such obligation without notice to Borrower, and any sums expended by Lender pursuant to this subsection shall be deemed to be disbursements under the Note and shall bear interest until repaid at the Default Rate (as defined in the Note). (l) The terms of this Agreement and the Loan Documents supersede any inconsistent terms of Lender’s loan commitment to Borrower, if any; provided, that all obligations of Borrower under the commitment to pay any fees to Lender or any costs and expenses relating to the Loan or the commitment shall survive the execution and delivery of this Agreement, and the Loan Documents. The term "party" shall mean Landlord or Tenant terms of this Agreement supersede any inconsistent terms of any of the Loan Documents. (m) If there is an Event of Default, and if reasonably required by Lender, Lender may hire such third-party consultants as it deems reasonably necessary, the context implies. If Tenant consists costs of more than one person or entity, then all members of Tenant which shall be jointly paid by Borrower. (n) This Agreement is made for the sole protection and severally liable hereunderbenefit of Lender and Borrower and their successors and assigns. This Lease No trust fund is created by this Agreement and no other persons or entities will have any right of action under this Agreement or any right to the funds under the Loan Documents. (o) Nothing herein shall be construed to constitute Lender 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 Borrower a partnership 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 Lender an agent 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 LeaseBorrower, it being agreed that the sole relationship between Lender and Borrower shall do so at its sole cost be that of 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 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 borrower. (p) All cure periods provided for herein or in the construction or interpretation of this Lease. Where Tenant is obligated not to perform Loan Documents, shall run concurrently with 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 Leasestatutory cure periods.

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 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 (a) This Agreement 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 interpreted and enforced in accordance with the Laws laws of the State in which of Delaware. (b) This Agreement shall be binding upon Indemnitee and upon the Leased Premises are locatedCompany, its successors and assigns, and shall inure to the benefit of Indemnitee, Indemnitee’s heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns. The captions Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (c) Indemnitee’s rights to indemnification and advancement of expenses under this Lease are for convenience only and Agreement shall not be construed in the construction or interpretation deemed exclusive of any provision hereofother or additional rights to which Indemnitee may be entitled under the Certificate or the Bylaws of the Company, any vote of shareholders or disinterested directors, the Statute or otherwise, whether as to actions or omissions in Indemnitee’s official capacity or otherwise. When The Company hereby acknowledges that Indemnitee has or may have certain rights to indemnification, advancement of expenses and/or insurance provided by third party indemnitors, such as an employer. The Company hereby agrees (i) that the context Company is the indemnitor of first resort (i.e., the Company’s obligations to Indemnitee are primary and any obligation of the third party indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary) and (ii) that the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Damages and Expense Advances required by the terms of this Lease requiresAgreement, the neuter gender includes Certificate and the masculineBylaws, without regard to any rights Indemnitee may have against third party indemnitors. The Company further agrees that no advancement or payment by the third party indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification or advancement from the Company shall affect the foregoing and the third party indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. (d) Nothing in this Agreement shall confer upon Indemnitee the right to continue to serve as a director and/or officer of the Company or any of its subsidiaries or any Related Company. If Indemnitee is an officer of the Company, then, unless otherwise expressly provided in a written employment agreement between the Company and Indemnitee, the feminineemployment of Indemnitee with the Company shall be terminable at will by either party. The indemnification and release provided under this Agreement shall apply to any and all Proceedings, notwithstanding that Indemnitee has ceased to be a partnershipdirector, corporationofficer, limited liability companypartner, joint ventureemployee, trustee or other form agent of business entitythe Company, any of its subsidiaries or a Related Company, and shall inure to the singular includes benefit of the plural. The terms "must," "shall," "will," heirs, executors and "agree" are mandatory. The term "may" is permissive. When a party is required administrators of Indemnitee. (e) If any provision or provisions of this Agreement shall be held to do something by be invalid, illegal or unenforceable for any reason whatsoever, then: (i) the validity, legality and enforceability of the remaining provisions of this LeaseAgreement (including, 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 hereunderlimitation, the consent all portions of any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted paragraphs of this LeaseAgreement containing any such invalid, and the rule of construction illegal or unenforceable provision that a document is to be construed against the drafting party are not themselves invalid, illegal or unenforceable) shall not in any way be employed in affected or impaired thereby; and (ii) to the construction or interpretation of this Lease. Where Tenant is obligated not to perform any act or is not permitted to perform any actfullest extent possible, 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 (including, without limitation, all portions of any paragraphs of this Agreement containing any such invalid, illegal or unenforceable provision, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (f) Any notices or communications to be given or required to be given under this Agreement shall be given by personal delivery or registered airmail, overnight courier, telex, facsimile or electronic mail at the address set forth on the signature page hereto (or such other address as the relevant party provides the other party in writing. Notices and communications shall be deemed received by the addressee on the date of delivery if delivered in person, on the third (3rd) day after mailing if delivered by registered airmail, on the next business day after mailing if sent by overnight courier, on the next business day if sent by telex or facsimile, or upon confirmation of delivery when directed to the electronic mail address described above if sent by electronic mail. (g) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. (h) If Indemnitee has previously executed an indemnification agreement with the Company, this Agreement supersedes such prior indemnification agreement in its entirety. (i) This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

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 (a) Any provision of this Lease in which time of performance is a factor. Any copy of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. No term or provision of this Lease may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by Lessor, Lessee and Agent. This Lease shall constitute an agreement of lease, and nothing contained herein shall be construed as conveying to Lessee any right, title or interest in the Aircraft or Spare Engines except as a lessee only. Neither Lessee nor any Affiliate of Lessee will file any tax returns in a manner inconsistent with the foregoing fact or with Lessor's ownership of the Aircraft and Spare Engines or with the parties' agreement that this Lease be treated as a tax lease for purposes of the Internal Revenue Code. The section and paragraph headings in this Lease and the table of contents are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof and all reference herein to numbered sections, unless otherwise indicated, are to sections of this Lease. THIS LEASE HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. LESSEE AND THE LESSOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT IS A PARTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS LEASE OR ANY OTHER TRANSACTION DOCUMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE HEREOF OR BEFORE OR AFTER THE PAYMENT, OBSERVANCE OR PERFORMANCE OF LESSEE'S OR THE LESSOR'S OBLIGATIONS UNDER THIS LEASE OR ANY OTHER TRANSACTION DOCUMENT. This Lease may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original for original, but all purposes. such counterparts shall together constitute but one and the same instrument. (b) This Lease shallLease, subject together with the agreements, instruments and other documents required to be executed and delivered in connection herewith, supersedes all prior agreements and understanding of the parties with respect to the provisions regarding assignmentsubject matter hereof and thereof, apply except any agreements referred to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. herein. (c) 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 time stipulated in this Lease are for convenience only all payments and shall not be construed in notices by Lessee to the construction or interpretation Lessor and for the performance of any provision hereof. When the context of Lessee's other obligations 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 will 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 essence 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. 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 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 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 (a) This Lease and the exhibits attached hereto contain and embody the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between Landlord and Landlord’s agents and Tenant not contained in this Lease and exhibits shall be of any force or effect. This Lease may not be modified, changed or terminated in whole or in part in any manner other than by an agreement in writing duly signed by both parties hereto. (b) The terms, covenants and conditions hereof shall be binding upon and inure to the permitted successors in interest and assigns of the parties hereto. Landlord may freely and fully assign its interest hereunder. (c) If any provisions of this Lease prove or the application thereof to any person or circumstances shall to any extent be held void, unenforceable or invalid, 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, unenforceable or invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provisions hereofnot be affected thereby, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every each provision of this Lease in which time of performance is a factor. Any copy of shall be valid and enforceable to the fullest extent permitted by law. (d) Tenant shall not record this Lease without the written consent of Landlord, which is executed by may be given or denied in Landlord’s sole discretion. If Landlord consents to such recordation, the parties cost thereof 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 paid by 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. . (e) The captions in and headings throughout this Lease are for convenience and reference only and the words contained therein shall not in no way be construed in held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or interpretation meaning 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 ventureof, or other form the scope of business entitythe intent of, 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 nor in any way affect this Lease. (f) Nothing contained in this Lease shall do so at its sole cost be deemed or construed to create a partnership or joint venture of or between Landlord and expense without right Tenant, or to create any other relationship between the parties hereto other than that of reimbursement from Landlord and Tenant. (g) Feminine or neuter pronouns shall be substituted for those of the other party unless specific provision is made therefor. Where Landlord's consent is required hereundermasculine form, the consent of plural shall be substituted for singular number and vice versa in any Lender shall also be required. Landlord and Tenant shall both be deemed to have drafted this Lease, and place or places herein in which the rule of construction that a document context may require such substitute or substitutions. (h) This Lease is to be construed against 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 laws of the provisions of this Leasejurisdiction in which the property is located.

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 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 any (a) The terms and provisions of this the Lease prove shall be binding upon and inure 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 the benefit 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 hereto and bind the their respective heirs, successors, executorsassigns and personal representatives provided, administrators and assigns however, that no assignment by, from, through or under Tenant in violation of any provisions hereof shall vest in such assignee any right, title or interest whatsoever. (b) Tenant may not record this Lease or a Memorandum or other notice of this Lease without Landlord’s prior written consent, which consent may not be unreasonably conditioned, delayed or withheld. (c) This Lease may not be modified or amended except by a written instrument executed by both 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 governed by and enforced in accordance with interpreted pursuant to the Laws laws of the State in which of Missouri. (d) The invalidity of one or more of the Leased Premises are located. provisions of this Lease shall not cause the invalidity of the remainder of this Lease. (e) In the event that either party hereto shall bring legal action against the other party, then the prevailing party shall be entitled to reimbursement from the other party for all expenses thus incurred, including a reasonable attorney’s fee. (f) The captions in or other headings of any sections of this Lease are inserted for convenience only and shall not be construed considered in construing the construction or interpretation provision hereof if any question of any provision hereof. When the context intent should arise. (g) All rights and remedies 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, Landlord herein enumerated shall be cumulative 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 construed to exclude any other remedies allowed at law or in equity, whether or not specified herein. The failure of Landlord to insist in any one or more cases upon 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 strict performance of any of the provisions of this LeaseLease or to exercise any option under this Lease shall not be construed as a waiver or a relinquishment for the future of any such provision, and one or more waivers of any breach of any provision shall not be construed as a waiver of any subsequent breach of the same. The receipt and acceptance by Landlord of any partial payment under this Lease shall not be deemed a waiver of such breach or an accord and satisfaction.

Miscellaneous. Should This Aircraft Lease is, and is intended to be, a lease, and LESSEE does not acquire any right, title, or interest whatsoever, legal or equitable, in the Aircraft, except its interest as LESSEE hereunder as expressed herein. The relationship between OWNER and LESSEE hereunder shall always and only be that of lessor and lessee of the Aircraft. OWNER covenants that if LESSEE is not in default under this Aircraft Lease as described herein, LESSEE shall peacefully and quietly hold, possess, and use the Aircraft during the entire lease term, free from any interference or hindrance. Rentals hereunder shall not ▇▇▇▇▇ during the term hereof because LESSEE’s right to possession of the Aircraft has terminated, except if such termination is the result of an early termination hereof as permitted in Article 4 above. LESSEE shall at no time during this Lease for any purpose whatsoever be or become the agent of OWNER, and OWNER shall not be responsible for the acts and omissions of LESSEE or LESSEE’S agents. Except as expressly provided herein to the contrary, OWNER shall at no time during this Aircraft Lease for any purpose whatsoever be or become the agent of LESSEE, and LESSEE shall not be responsible for the acts and omissions of OWNER or OWNER’s AGENTS. The rights and remedies with respect to any term and condition of the Aircraft Lease shall be cumulative and not exclusive, and shall be in addition to all other rights and remedies in favor of OWNER or LESSEE under any applicable law. Failure by either party to enforce strictly any provisions of this Aircraft Lease prove shall not be construed as a waiver thereof. All notices shall be effective and binding on the parties hereto upon actual delivery or when deposited in the United States mail with first class postage prepaid and properly addressed to the address of the party set forth herein. This Aircraft Lease may not be invalid assigned without the written consent of the non-assigning party, which consent shall not be unreasonably withheld. All payments or illegalother money due hereunder shall be paid by LESSEE or OWNER without recoupment, such invalidity setoff, or illegality counterclaim, either in law or in equity. This Aircraft Lease, which, together with the referenced Annex, constitutes the entire agreement between the parties, shall in no way affectbe binding on the heirs, impair or invalidate any other provisions hereofexecutors, administrators, successors, and such remaining provisions shall remain in full force assigns of LESSEE and effect. Time is inure to the benefit of the essence with respect parties’ successors and assigns. Except as elsewhere herein provided, any change or modification to the performance of every provision of this Aircraft Lease shall be in which time of performance is a factor. Any copy of this Lease which is executed writing and signed by the parties shall be deemed an original for all purposeshereto. This Aircraft Lease shall, subject to the provisions regarding assignment, apply to is a Kansas Contract 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 interpreted 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 LeaseKansas.

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 regarding each Dealer's performance of every provision Its obligations to Lender. Each Dealer's liability to Lender is direct and unconditional and will not be affected by the release or nonperfection of any security interest granted hereunder. Lender may refrain from or postpone enforcement of this Lease in Agreement or any other agreements between Lender and a Dealer without prejudice, and the failure to strictly enforce these agreements will not create a course of dealing which time of performance is a factorwaives, amends or modifies such agreements. Any copy waiver by Lender of a Default shall only be effective if in writing signed by Lender and transmitted to a Dealer. The express terms of this Lease Agreement will not be modified by any course of dealing, usage of trade, or custom of trade which is executed may deviate from the terms hereof. If a Dealer fails to pay any taxes, fees or other obligations which may impair Lender's interest in the Collateral, or fails to keep any Collateral insured, Lender may, but shall not be required to, pay such amounts. Such paid amounts will be: (a) additional Obligations which Dealers owe to Lender, which are subject to finance charges as provided herein and shall be secured by the parties Collateral; and (b) due and payable immediately in full. Section titles used herein are for convenience only, and do not define or limit the contents of any Section. All words used herein shall be deemed an original for all purposesunderstood and construed to be of such number and gender as the circumstances may require. 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 Agreement may be validly executed in one 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 hereundermultiple counterpart signature pages. This Lease Agreement 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 without presumption for convenience only and shall not be construed in the construction or interpretation of against any provision hereof. When the context party who drafted all or any portion of this Lease requiresAgreement. No modification of this Agreement shall bind Lender unless in a writing signed by Lender and transmitted to Dealer. Among other symbols, 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 Lender hereby adopts "mustGE Commercial Distribution Finance Corporation," "shallGE Commercial Distribution Finance," "willGECDF," and "agreeCDF" are mandatory. The term or "mayLender" is permissive. When as evidence of its intent to authenticate 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 Leaserecord.

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 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 Initial Purchaser. This Escrow Agreement is obligated not intended to perform any act or is not be for the sole benefit of the parties hereto and the Additional Purchasers 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 Section 37.1. Landlord retains all air rights over the Premises. Tenant may not place anything on or attach anything to the roof of the Premises without first obtaining Landlord's written consent, which consent may be granted or withheld in Landlord's reasonable discretion. Section 37.2. The obligations of Landlord under this Lease prove to shall not be invalid binding upon Landlord named herein after the sale, conveyance, assignment or illegaltransfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such invalidity subsequent landlord) of its interest in the Building or illegality shall in no way affectthe Real Property, impair or invalidate any other provisions hereofas the case may be, and in the event of any such remaining provisions sale, conveyance, assignment or transfer, Landlord shall remain in full force be and effect. Time hereby is entirely freed and relieved of the essence with respect to the performance all covenants and obligations of every provision of Landlord under this Lease in which time of performance is a factor. Any copy of this Lease which is executed by thereafter arising, and the parties transferee shall be deemed an original for all purposes. This Lease shallto have assumed, subject to the remaining provisions regarding assignmentof this Section 37.2, apply to and bind all obligations of the respective heirsLandlord under this Lease arising after the effective date of the transfer. No trustee, successorspartner, executorsshareholder, administrators and assigns director or officer of Landlord, or of any partner or shareholder of Landlord (collectively, the "Parties") shall have any direct or personal liability for the performance of Landlord's obligations under this Lease, and TenantTenant shall look solely to Landlord's interest in the Building to enforce Landlord's obligations hereunder and shall not otherwise seek any damages against Landlord personally or any of the Parties whatsoever. Section 37.3. [RESERVED] Section 37.4. The term "party" parties shall mean prepare and sign a suitable memorandum of this Lease for recordation. This Lease shall not be recorded. Section 37.5. Except as otherwise expressly stated in this Lease, any consent or approval required to be obtained from Landlord or Tenant as the context impliesmay be granted by Landlord in its sole discretion. Section 37.6. [RESERVED] Section 37.7. If Tenant consists shall remain in possession of more than one person or entitythe Premises after the Expiration Date, then all members without the execution by both Tenant and Landlord of Tenant a new lease, Tenant, at the election of Landlord, shall be jointly deemed to be occupying the Premises as a Tenant from month-to-month, at a monthly rental equal to one and severally liable hereunderone-half (1.5) times the Rental payable during the last month of the Term, subject to all the other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy. Section 37.8. This Lease 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 this Lease to be drafted. The captions If any words or phrases in this Lease are for convenience only and stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Lease shall not be construed as if the words or phrases stricken out or otherwise eliminated were never included 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, and no implication 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 inference shall do so at its sole cost and expense without right of reimbursement be drawn from the other party unless specific provision is made thereforfact that such words or phrases were stricken out or otherwise eliminated. Section 37.9. Where Landlord's consent is required hereunder, the consent of any Lender shall also be required[RESERVED] Section 37.10. 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[RESERVED] Section 37.11. 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 If any of the provisions of this Lease, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and shall remain valid and enforceable, and every provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. Section 37.12. Landlord shall have the right to erect any gate, chain or other obstruction or to close off any portion of the Real Property to the public at any time to the extent necessary to prevent a dedication thereof for public use. Section 37.13. Tenant agrees that in all disputes arising directly or indirectly out of this Lease Tenant shall be subject to service of process in, and the jurisdiction of the courts of, the State of Tennessee. The provisions of this Section 37.13 shall survive the expiration of this Lease. Section 37.14. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. Except as provided in Section 37.6, this Lease may not be changed, abandoned or discharged, in whole or in part, nor may any of its provisions be waived except by a written agreement that (a) expressly refers to this Lease, (b) is executed by the party against whom enforcement of the change, abandonment, discharge or waiver is sought, and (c) is permissible under the Mortgage(s). Section 37.15. Any apportionment or prorations of Rental to be made under this Lease shall be computed on the basis of a three hundred sixty (360) day year, with twelve (12) months of thirty (30) days each. Section 37.16. The laws of the State of Tennessee applicable to contracts made and to be performed wholly within the State of Tennessee shall govern and control the validity, interpretation, performance and enforcement of this Lease. Section 37.17. Tenant warrants and represents that it is duly incorporated under the laws of the State of Delaware and is duly qualified to do business in the State of Tennessee (a copy of evidence thereof to be supplied to Landlord upon request); and that each person executing this Lease on behalf of Tenant is an officer of Tenant and that he or she is duly authorized to execute, acknowledge and deliver this Lease to Landlord (a copy of a resolution to that effect to be supplied to Landlord upon request). Section 37.18. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision thereof. Section 37.19. The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective legal representatives, successors, and, except as otherwise provided in this Lease, their assigns. Section 37.20. For the purposes of this Lease and all agreements supplemental to this Lease, unless the context otherwise requires: (a) The words "herein", "hereof", "hereunder" and "hereby" and words of similar import shall be construed to refer to this Lease as a whole and not to any particular Article or Section unless expressly so stated. (b) Reference to "termination of this Lease" or "expiration of this Lease" and words of like import includes expiration or sooner termination of this Lease and the Term and the estate hereby granted or cancellation of this Lease pursuant to any of the provisions of this Lease or to law. Upon the termination of this Lease, the Term and estate granted by this Lease shall end at noon on the date of termination as if such date were the Fixed Expiration Date, and neither party shall have any further obligation or liability to the other after such termination except (i) as shall be expressly provided for in this Lease, and (ii) for such obligations as by their nature under the circumstances can only be, or by the provisions of this Lease, may be, performed after such termination, and, in any event, unless expressly otherwise provided in this Lease, any liability for a payment (which shall be apportioned as of such termination) which shall have accrued to or with respect to any period ending at the time of termination shall survive the termination of this Lease. (c) Words and phrases used in the singular shall be deemed to include the plural and vice versa, and nouns and pronouns used in any particular gender shall be deemed to include any other gender. Section 37.21. All exhibits attached to this Lease are incorporated herein and Tenant agrees to execute Exhibit "H" upon Landlord's request without unreasonable delay.

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 21.1 Seller shall not issue any provisions of this Lease prove to be invalid press release or illegalother publicity materials, such invalidity or illegality shall in no way affect, impair or invalidate make any other provisions hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence presentation with respect to the existence of this Agreement for Equipment or any Ancillary Agreement or any of the terms and conditions thereof without the prior written consent of Buyer in each instance. Seller shall not publicize or use any name, trademarks or logos of Buyer nor identify Buyer as a customer of Seller without Buyer's prior written consent in each instance. 21.2 The validity, interpretation and 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 Agreement for Equipment or any Ancillary 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 in which location where the Leased Premises are located. Buyer is located as stated by the express provision of the Addendum, without regard to the principles of conflicts of law. 21.3 The captions in this Lease are for convenience only Parties agree that any application of the United Nations Convention On Contracts For The International Sale of Goods is specifically excluded and shall not apply to this Agreement for Equipment nor to any Ancillary Agreement. 21.4 Seller shall not assign any of its rights or delegate or subcontract any of its duties and obligations under this Agreement for Equipment or any Ancillary Agreement without the prior written consent of Buyer, which may be construed in withheld at Buyer's discretion. Any such attempted assignment of rights or delegation or subcontracting of duties without the construction prior written consent of Buyer shall be void and ineffective. Any such assignment, delegation or interpretation subcontracting consented to by Buyer shall not relieve Seller of its responsibilities and liabilities hereunder and ▇▇▇▇▇▇ shall remain liable to Buyer for the conduct and performance of each permitted assignee, delegate and subcontractor hereunder. Buyer may assign its rights and obligations under this Agreement for Equipment and any Ancillary Agreement to an Affiliate by written notice to Seller to this effect. This Agreement for Equipment shall apply to and inure for the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. 21.5 If and solely to the extent that any court or tribunal of competent jurisdiction holds any provision hereof. When the context of this Lease requiresAgreement for Equipment or any Ancillary Agreement to be unenforceable in a final nonappealable order, the neuter gender includes the masculine, the feminine, a partnership, corporation, limited liability company, joint venture, or other form of business entity, such unenforceable provision shall be struck out 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 remainder 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, the consent of Agreement for Equipment 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 Ancillary Agreement shall not be employed affected thereby. In such event, the Parties shall in good faith attempt to replace any unenforceable provision of this Agreement for Equipment or any Ancillary Agreement with a provision that is enforceable and that comes as close as possible to expressing the intention of the original provision. 21.6 A waiver by any Party of any term or condition of this Agreement for Equipment or any Ancillary Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies specified in this Agreement for Equipment and any Ancillary Agreement shall be cumulative and in addition to any other remedies provided at law or in equity. 21.7 This Agreement for Equipment or any Ancillary Agreement, together with any attachments and amendments, constitutes the entire agreement of the Parties with respect to its subject matter and merges and supersedes all prior discussions and writings with respect thereto. The Buyer may modify or alter this Agreement for Equipment or any Ancillary Agreement, which shall be binding upon the Parties. 21.8 The Parties agree that that this Agreement for Equipment or any Ancillary Agreement, together with any attachments and amendments is a non-exclusive agreement and Buyer and its Affiliates have a right to procure Equipment from other third parties. 21.9 This Agreement for Equipment has been prepared and signed in the construction or interpretation English language and the English language version of this Lease. Where Tenant is obligated not to perform Agreement for Equipment will prevail over any act version in any other language. 21.10 This Agreement for Equipment or is not permitted to perform any actAncillary Agreement, Tenant is also obligated to restrain if signed may be signed in any others reasonably within its control, including agents, invitees, contractors, subcontractors number of counterparts each of which will constitute an original 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 Leaseequal force and validity.

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, shall be personally liable hereunder. The execution and delivery of this LeaseAgreement have been authorized by the trustees 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, 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 any provisions (a) Any payments or charges due from Tenant to Landlord hereunder shall be considered rent for all purposes of this Lease prove to be invalid or illegalLease. (b) If and when included within the term “Tenant,” as used in this instrument, 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 there 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 person, firm or entitycorporation, then all members of Tenant each shall be jointly and severally liable hereunder. This for the obligations of Tenant. (c) All notices required or permitted to be given under this Lease shall be construed in writing and enforced in accordance with shall be sent by registered or certified mail, return receipt requested, or by a reputable national overnight courier service, postage prepaid, or by hand delivery addressed to the Laws of parties at their addresses below. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the State in which the Leased Premises are located. The captions contrary, notice shall be deemed given upon delivery. (d) Except as otherwise expressly provided in this Lease are for convenience only and or as otherwise required by law, Landlord’s right to withhold any consent or approval shall not be construed in the construction unreasonably withheld or interpretation delayed. (e) All payments 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 monetary sums due by Tenant 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 Landlord hereunder, the consent including, but not limited to, Base Rent and payments of any Lender Operating Expenses, shall also be required. Landlord and Tenant shall both be deemed to have drafted be “rent”. (f) Neither this LeaseLease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record. Landlord may prepare and file, and the upon request by Landlord Tenant will execute, a memorandum of lease. (g) The normal rule of construction to the effect that a document is any ambiguities are to be construed resolved against the drafting party shall not be employed in the construction interpretation of this Lease or any exhibits or amendments hereto. (h) The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties. (i) Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease. (j) Any amount not paid by Tenant within 10 days after its due date in accordance with the terms of this Lease shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law or 10 percent per year. Where It is expressly the intent of Landlord and Tenant is obligated not at all times to perform any act comply with applicable law governing the maximum rate 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 amount of any of interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken , reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder. (k) Construction and interpretation of this Lease shall be governed by the laws of the State of California, excluding any principles of conflicts of laws. (l) Time is of the essence as to the performance of Tenant's obligations under this Lease. (m) All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

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 10.02 of the Credit Agreement. No failure or illegaldelay on the part of Mortgagee or any Lender 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 hereofLoan Document 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 and the other Loan Documents 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 (i) payment and performance in full force and effect. Time is of the essence with Obligations in respect of the Credit Agreement and the Loan Documents, (ii) prepayment of a portion of the Obligations equal to the performance of every provision of this Lease Net 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 Credit Agreement, or (iii) Mortgagor ceasing to be a Subsidiary in which accordance with the Leased Premises terms and provisions of the Credit Agreement, Mortgagee, at Mortgagor’s expense, shall release the liens 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. Upon Mortgagor’s request Mortgagee agrees to provide a statement to Mortgagor and its designees stating, as of the date of such statement: the maturity date of the Loans; the principal amount of the Obligations outstanding and secured by this Mortgage; whether any notices of default have been given and are locatedoutstanding under the Credit Agreement or this Mortgage; and to the knowledge of the Mortgagee; whether any such defaults or Events of Default exist under the Credit Agreement and this Mortgage. The captions in this Lease are for convenience only This Mortgage and shall the other Loan 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 Loan 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.

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. 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 or Landlord's successor shall upon such assignment, become "Landlord" hereunder, thereby freeing and relieving the grantor or 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 2ii unless such successor receives the deposit. The term "party" Tenant agrees to furnish promptly upon 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 in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof. D. Tenant shall at anytime and from time to time within ten (10) business 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 has 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 reasons therefor); (iii) Tenant has no offsets or defenses to its 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 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. Tenant hereby irrevocably appoints Landlord or if Landlord is a trust, Landlord's beneficiary, as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant such estoppel certificate if Tenant fails to deliver the same within such ten (10) business day period and such certificate as signed by Landlord or Landlord's beneficiary, as the case may be, shall be fully binding on Tenant, if Tenant fails to deliver a contrary certificate within five (5) days after receipt by Tenant of a copy of the certificate executed by Landlord or Landlord's beneficiary, as the case may be, on behalf of Tenant. E. This Lease may not be altered, changed or amended except by an 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 Operating Costs 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 Tenant's obligation for unpaid taxes, Operating Costs or other amounts due Landlord, if any. 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 21F. 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 affect, 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 portion as similar in terms to such invalid or unenforceable clause, phrase, provision or portion as may be possible and be valid and enforceable. H. Submission of this Lease 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 be a reservation 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 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 actLeased Premises. Landlord shall not become be bound hereby until its delivery to Tenant of an executed copy hereof signed by Landlord, already having been signed by Tenant, and until such delivery Landlord reserves the right to exhibit and Lease the Leased Premises to other prospective tenants. Notwithstanding anything contained herein to the contrary, Landlord may withhold delivery of possession of the Leased Premises from Tenant until such time as Tenant has paid to Landlord the security deposit required by subparagraph 2B hereof, the first month's rent as set forth in subparagraph 2A hereof, and any sum owed pursuant to Paragraph 5 hereof. I. Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be deemed a partner or a joint venturer with Tenant by reason 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 Landlord. J. Each of the provisions of parties (i) represents and warrants to the other that it has not dealt with any broker or finder in connection with this Lease; and (ii) indemnifies and holds the other harmless from any and all losses, liability, costs or expenses (including attorneys' fees) incurred as a result of an alleged breach of the foregoing warranty.

Miscellaneous. Should any provisions 20.1 The lessee shall pay to the lessor, in connection with and along with every payment made to the lessor, Value Added Tax at the rate that may be stipulated by law at the time of this Lease prove payment. The lessor shall provide the lessee with a tax invoice within the period stipulated by law after the payment. 20.2 The lessee shall bear all expenses of tax stamps on the promissory notes. The lessee shall convey 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 the lessor the amount of the essence with respect to stamp tax so that 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 lessor can have the parties notes stamped for itself as well. 20.3 The lessee shall be deemed an original for all purposes. This Lease shall, subject permitted to mount a nameplate in the provisions regarding assignment, apply to and bind building where 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 leased premises are located. The captions size of the nameplate, its basic design, and location must receive prior written approval from the lessor, and this in this Lease are for convenience only addition to any permit that may be required under law, all at the responsibility and shall not be construed in expense of the construction or interpretation lessee. 20.4 The lessee undertakes to abide as appropriate, throughout the term of the lease, the provisions of any provision hereof. When law that may be in force during the context term of this Lease requiresthe lease, with regard to the leased premises, the neuter gender includes the masculineuse thereof, the femininebusiness conducted therein, and any activities there. The lessee shall be liable for any damage or expense that the lessor may incur as a partnershipresult of the lessee's failure to meet these obligations and the lessee shall be required to indemnify the lessor, corporationimmediately upon demand, limited liability companyon account of any damage, joint venturefine, loss, or other form expense incurred by the lessor. 20.5 It is agreed that only the actual payment of business entityany amount that the lessee may owe the lessor or the actual redemption of a promissory note, and the singular includes the pluralincluding rent payments, shall be considered to be an appropriate payment. The terms "must," "shall," "will," and "agree" are mandatory. The term "may" is permissive. When a party is required mere delivery of promissory notes to do something by this Leasethe lessor, 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 under the provisions of this Leaseagreement, or their endorsement shall not constitute any form of payment whatsoever. 20.6 The lessee affirms that it has examined with the planning and construction authorities the plans for the project and the leased premises and its ability to use the leased premises for the purpose of the tenancy; and it has and will make no claims of any kind whatsoever with regard to its ability or inability to receive a business permit under the law.

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 of the performance of every provision of this Lease. B. The Lease in which time of performance is a factor. Any copy of this Lease and the HUD-approved Tenancy Addendum (form HUD-52641A), which is executed attached hereto and incorporated by the parties reference, shall be deemed an original binding upon and for all purposes. This Lease shallthe benefit of the heirs, subject to the provisions regarding assignment, apply to and bind the respective heirspersonal representatives, successors, executors, administrators and permitted assigns of Landlord and Tenant, subject to the requirements specifically mentioned in the Lease. Whenever used, the singular number shall include the plural or singular and the use of any gender shall include all appropriate genders. C. In case of any conflict between the provisions of the Tenancy Addendum as required by HUD, and any other provisions of the Lease or any other agreement between the owner and the tenant, the requirements of the HUD- required Tenancy Addendum shall control. D. The term "party" shall mean Landlord agreements contained in the Lease and the HUD-approved Tenancy Addendum set forth the complete understanding of the parties and may not be changed or terminated orally. E. No agreement to accept surrender of the Premises from Tenant as will be valid unless in writing and signed by Landlord. F. All questions concerning the context implies. If Tenant consists meaning, execution, construction, effect, validity, and enforcement of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This the Lease shall be construed and enforced in accordance determined pursuant to the laws of Florida. G. The place for filing any suits or other proceedings with respect to the Laws of Lease shall be the State county in which the Leased Premises are is 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. . H. Landlord and Tenant shall both will use good faith in performing their obligations under the Lease. I. As required by law, Landlord makes the following disclosure: “RADON GAS.” Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be deemed obtained from your county public health unit. J. The Landlord hereto agrees to have drafted this Lease, abide by terms 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 conditions of the provisions Housing Assistance Payments Contract (“HAP”) between Landlord and MDPHA and with all rules and regulations of this Leasethe MDPHA Housing Choice Voucher and/or Moderate Rehabilitation Program (“Program”). The provision of the HAP and Program are incorporated herein by reference.

Miscellaneous. Should any provisions of Section 37.1 This Lease is offered for signature by Tenant and it is understood that this Lease prove to shall not be invalid binding upon Landlord or illegal, such invalidity or illegality Tenant unless and until Landlord and Tenant shall in no way affect, impair or invalidate any other provisions hereof, have executed 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 delivered a factor. Any fully executed copy of this Lease which is executed by to each other. Section 37.2 Neither the parties partners (direct or indirect) comprising Landlord, nor the shareholders (nor any of the partners comprising same), partners, directors or officers of any of the foregoing (collectively, the “Parties”) shall be deemed an original liable for the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and shall not seek any damages against any of the Parties. The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, and the transfer of the security deposit to the purchaser, grantee, assignee or transferee, as the case may be, Landlord shall be and hereby is entirely freed and relieved of all purposes. This Lease shallcovenants and obligations of Landlord hereunder to the extent that such transferee assumes the obligations of Landlord under this Lease, subject to the provisions regarding assignmentterms hereof. Prior to any such sale, apply to and bind conveyance, assignment or transfer, the respective heirs, successors, executors, administrators and assigns liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant. The term "party" Tenant shall mean not look to any other property or assets of Landlord or the property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations. After any such sale, conveyance, assignment or transfer, to the extent that the transferee shall have not assumed Landlord’s obligations under this Lease, the liability of Landlord for such obligations shall be limited to the proceeds of such transfer received by it. Section 37.3 Notwithstanding anything contained in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent, Escalation Rent, additional rent or Rental, shall constitute rent for the purposes of Section 502(b) (7) of the Bankruptcy Code. Section 37.4 Tenant shall reimburse Landlord as additional rent, within ten (10) days after rendition of a statement, for all expenditures made by, or damages or fines sustained or incurred by, Landlord, due to any Event of Default by Tenant under this Lease, with interest thereon at the Applicable Rate. Section 37.5 (A) If there is a dispute between Landlord and Tenant as to the context implies. If reasonableness of Landlord’s refusal to (i) consent to any subletting or assignment where Landlord has agreed pursuant to the terms of Article 12 hereof to be reasonable or (ii) approve any contractor or plans and specifications where Landlord has agreed pursuant to the terms of Article 3 hereof to be reasonable, Tenant consists shall give Landlord a notice setting forth the reasons for its dispute, and if within two (2) Business Days after Landlord’s receipt of more than one person or entitysuch notice, then all members of Landlord and Tenant shall be jointly and severally liable hereunder. This Lease unable to resolve such dispute, such dispute shall be construed resolved by arbitration conducted pursuant to the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”); provided, however, that with respect to any such arbitration: (i) the list of arbitrators referred to in said Rules shall be returned within five (5) Business Days from the date of mailing; (ii) the parties shall notify the AAA, by telephone, within three (3) Business Days of any objections to the arbitrator appointed and enforced will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with the Laws Rules of the State in which AAA; (iii) the Leased Premises are located. The captions in this Lease are for convenience only and hearing shall not be construed in held within five (5) Business Days after 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 appointment of the provisions arbitrator; and (iv) the arbitrator shall render its determination within five (5) Business Days after the completion of this Leasethe hearing. Except to the extent expressly provided herein, no other disputes hereunder shall be resolved by arbitration.

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, 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 in the construction or interpretation of as thereafter waiving any provision hereof. When the context of this Lease requiressuch terms, the neuter gender includes the masculinecovenants, the feminineconditions, a partnership, corporation, limited liability company, joint venturerights, 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 remedies. (g) Lessor shall not be employed 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 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 this Leasethe order for the Equipment. 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 Lessee agrees that Lessor may use Lessor subcontracted workers for the performance of any work. (i) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee’s attorney-in-fact to (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 provisions of this Lease.UCC. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT. (k)

Miscellaneous. Should A. Any approval by Lessor or Lessor’s architects and/or engineers of any of Lessee’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 Lessor or to constitute a representation or warranty of Lessor 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 Lessee’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 Lessor nor Lessor’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 Lessee by implication or otherwise except as expressly set forth in the provisions of this Lease. D. The submission of this Lease prove to Lessee shall not be invalid construed as an offer, nor shall Lessee have any rights with respect thereto unless and until Lessor shall, or illegalshall cause its managing agent to execute a copy of this Lease and deliver the same to Lessee. E. If Lessee signs as a corporation, such invalidity or illegality shall (each of) the person(s) executing this Lease on behalf of Lessee does hereby covenant and warrant that Lessee 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. Lessee shall not record the Lease without Lessor’s prior written consent, and any such remaining provisions shall remain recordation shall, at the option of Lessor, constitute a non-curable default of Lessee; provided, however, Lessee shall, within ten (10) days alter request by Lessor, execute and deliver to Lessor a memorandum of the Lease for the purpose of recordation in full force and effect. a form prescribed by Lessor. G. Time is of the essence essence. H. Whenever a period of time is prescribed for action to be taken by Lessor, Lessor 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 Lessor. I. Each provision performable by Lessee 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 Lessee and regarding assignmentLessor’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 Landlord or Tenant be governed by the laws of the State of Florida. K. In computing the square footage of the Demised Premises and all premises in the Building Project, Lessor includes a proportionate factor of all meter rooms and other utility closets as may be required and interior corridors to which Lessee has access. All dimensions are measured from the context impliescenter line of interior walls and from the exterior Nee of exterior walls. L. The terms “Lessor” and “Lessee”, as used herein, denote both singular and plural and all genders. If Tenant Where “Lessee” consists of more than one person person, whether natural or entityartificial, then all members of Tenant the persons constituting “Lessee” shall be jointly and severally liable for all obligations to be performed by Lessee herein. If Lessee is a corporation or other entity, Lessee shall furnish to Lessor such evidence as Lessor may reasonably require evidencing the authority of Lessee 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 Lessee 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 Lessor 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 Lessor shall be deemed additional rent and shall be payable by Lessee to Lessor within ten (10) days after demand therefore. O. Any amount due to Lessor 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 Landlord's consent is required hereunder, the consent Payment 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 such interest shall not excuse or cure any default by Lessee under the Lease. P. Provisions herein to the contrary notwithstanding, there shall be employed absolutely no personal liability on the part of Lessor, its directors, officers or shareholders, or any of its partners, their directors, officers or shareholders, with respect to any of the terms., conditions and covenants of the Lease; and Lessee shall look solely to the interest of Lessor in the construction Building Project for the satisfaction of each and every remedy or interpretation Lessee. Q. The submission of this Lease. Where Tenant the Lease for examination by Lessee does not constitute an offer or an option to lease the Demised Premises, nor is obligated not it intended as a reservation of the Demised Premises for the benefit of Lessee, nor shall the Lease have any force or validity until and unless a copy of it is returned by Lessee duly executed by Lessor. R. All obligations of Lessee 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.