Common use of Reserved Rights Clause in Contracts

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market area.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms Tenant's use or possession of the Franchise Agreement includingPremises or giving rise to any claim for setoff or abatement of Rent: (a) To change the Building's name or street address upon thirty (30) days' prior written notice to Tenant; (b) To install, in particularaffix and maintain all signs on the exterior and/or interior of the Building; (c) To designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the provisions exterior of this Franchise Agreement defining and limiting the rights granted Premises; (d) upon reasonable notice to Franchisee and Tenant, to display the rights retained by and/or reserved Premises to Franchisor. Nothing contained herein shall accord Franchisee prospective tenants at reasonable hours during the last nine (9) months of the Term; (e) To grant to any right, title party the exclusive right to conduct any business or interest render any service in or to the Service MarksBuilding, provided such exclusive right shall not operate to prohibit Tenant from using the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities Premises for the purpose permitted hereunder; (f) To change the arrangement and/or location of attracting customers entrances or passageways, doors and business directly to Franchisordoorways, Prudentialcorridors, elevators, stairs, washrooms or public portions of the Building, and any present to close entrances, doors, corridors, elevators or future affiliates of eitherother facilities, and Franchisee further acknowledges provided that such activities may be competitive action shall not materially and adversely interfere with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers Tenant's access to the Premises or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATIONthe Building; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive (g) to have access for Landlord and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements tenants of the business risk accepted Building to any mail chutes and boxes located in or on the Premises as required by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development applicable rules of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges United States Post Office; and (h) To close the Building after normal business hours, except that commercial Tenant and residential activities represent separate marketsits employees and invitees shall be entitled to admission at all times, business opportunities and activities. Franchisor operates a separate franchise network under such regulations as Landlord prescribes for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areasecurity purposes.

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms of the Franchise Agreement includingSubject to Section 26.25 below, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage make all changes, alterations, additions, improvements, repairs or replacements to the Project, including the Building Systems, but excluding the Premises, including changing the arrangement or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other Common Areas (collectively, “Work of Improvement”), as Landlord deems necessary or desirable, and to take all materials into the Premises required for the performance of such Work of Improvement, provided that (a) the level of any Building service shall not decrease in any activities for material respect from the purpose level required of attracting customers and business directly to Franchisor, PrudentialLandlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such Work of Improvement), and (b) Tenant is not deprived of reasonable access to the Premises and the quality of Building access shall not decrease in any present material respect from the level required of Landlord in Section 2.1 above during the period of construction of such Work of Improvement. Landlord shall use reasonable efforts to minimize interference with ▇▇▇▇▇▇’s use and occupancy of the Premises and the Building Parking Facility during the performance of such Work of Improvement. Subject to the foregoing, there shall be no Rent abatement (except as otherwise provided in Section 26.25 below) or future affiliates allowance to Tenant for a diminution of eitherrental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, no liability on the part of Landlord by reason of locationinconvenience, marketing areasannoyance or injury to business arising from Landlord, potential customers Tenant or other factorsothers performing, or failing to perform, any Work of Improvement. NOTHING CONTAINED HEREIN SHALL BE DEEMEDFor each and every Work of Improvement (but specifically excluding those made in response to a casualty or condemnation in accordance with Section 11.3 or Article 12 below) that is reasonably likely to adversely affect the level of Building services, EXPRESSLY OR BY IMPLICATIONTenant’s method or route of access to the Premises, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive or Tenant’s use and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements occupancy of the business risk accepted by Franchisee in Premises or the operation of real estate brokerage offices under this Franchise Agreement. Franchisor Tenant’s business for the Permitted Uses, Landlord shall not be liable give Tenant advance written notice of such Work of Improvement describing in reasonable detail the scope of such Work of Improvement and the commercially reasonable measures Landlord intends to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences take to Franchisee that may result from Franchisorminimize interference with ▇▇▇▇▇▇’s continuing activities in the development use and occupancy of the System or other exercise Premises during the performance of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation such Work of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaImprovement.

Reserved Rights. This Franchise Agreement authorizes Landlord in its discretion may increase, decrease, or change the operation Common Areas and Project amenities from time to time, provided that such changes do not materially interfere with Tenant’s access to or use of specific real estate brokerage office locations utilizing the System Premises. Landlord reserves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, meters and other equipment to serve the Premises and other parts of the Building provided that if they are located within the framework Premises, they must be attached to the structure or located in or adjacent to existing vertical penetrations, above the intended level of rights the ceiling system (whether or not a dropped ceiling is installed), below the floor, within the walls or in the central core areas of the Building or shall otherwise be designed to be minimally intrusive and obligations established not decrease the usable square footage of the Premises. Landlord reserves the right from time to time to change the size, layout and dimensions of the Building or any part thereof (except for the Premises), provided that such changes do not materially interfere with Tenant’s access to or use of the Premises. Landlord may erect scaffolding and other necessary structures where reasonably required by the terms character of the Franchise Agreement includingwork to be performed, in particular, the provisions of this Franchise Agreement defining except that (i) Landlord shall use commercially reasonable efforts to ensure that such scaffolding and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or structures do not materially interfere with Tenant’s access to the Service MarksPremises, and (ii) in the Systemevent that such scaffolding and other necessary structures material interference with Tenant’s access to light and air from the Premises and such material interference continues for a longer period than is reasonably required by the character of the work to be performed, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that Tenant shall have the right to use a prorata abatement of Base Rent only for the applicable portion of the Premises that is directly impacted by such proprietary rights has been specifically granted hereunder. Franchisee acknowledges loss of light and agrees air, which abatement shall be one (1) day of for each one (1) day that Franchisor, Prudential, and any present or future affiliates of either, are now or may in said material interference continues beyond the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced aforementioned period that is reasonably required by the Franchised Business. Without limitation such activities may include character of the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee work to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaperformed.

Reserved Rights. This Franchise Agreement authorizes The Company hereby expressly reserves all rights under the operation of specific real estate brokerage office locations utilizing Licensed IP and Licensed Trademarks that are not expressly granted to Sandoz under this Agreement, including, without limitation, rights under: (a) the System within Licensed IP and Licensed Trademarks to research, develop, make, have made, import, use, sell, offer for sale, distribute, promote, market, and otherwise Commercialize the framework of rights and obligations established by the terms Product outside of the Franchise Territory; and (b) the Licensed IP and Licensed Trademark Symject (but excluding the other Licensed Trademarks) to research, develop, make, have made, import, use, sell, offer for sale, distribute, promote, market, and otherwise commercialize any and all products other than Products (including any product other than Products that use any syringe used to administer Products) worldwide, except in connection with any product containing epinephrine that would compete with the Product in the Territory; and (c) the Licensed IP and Licensed Trademarks to Manufacture, have Manufactured and supply Product for Sandoz and its Affiliates pursuant to this Agreement includingand to make, have made, package and have packaged the Product in particularthe Territory for the Company and its Affiliates and licensees for use outside the Territory. Further, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that Company retains the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges reference and agrees that Franchisor, Prudentialuse, and any present or future affiliates of eithergrant to the Company’s Affiliates and licensees (and their sublicensees) the right to reference and use, are now or may all Regulatory Approvals for Product in the future beTerritory, engaged in a wide variety of business activitiesincluding the NDA and the documentation comprising the NDA, some of which may now or in including all submissions, reports and correspondence relating to the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real propertyNDA, and offering consumers and/or businessesall data and information contained or referenced therein (including all data and information from human factors, products reliability and services biocompatibility studies) as may be necessary or useful (A) to perform the Company’s obligations contemplated by this Agreement and (B) in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee activities described in Section 2.8(a), (b) and/or (c). [*] designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the operation of real estate brokerage offices under Commission. Confidential treatment has been required with respect to this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaomitted information.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation right, but shall be under no obligation, to do the following things (at any time or times and from time to time) in or about the Leased Premises and the Land or Building: (a) make rules and regulations as in its reasonable judgment are necessary for the safety, care and cleanliness of specific real estate brokerage office locations utilizing and good order in the System Leased Premises, Land or Building; (b) discontinue any facility or service not expressly covenanted for herein, as they constitute no part of the consideration for this Lease, provided that, except in the case of emergency, Landlord shall provide prior notice to Tenant of such discontinuance, which notice need not comply with Article 22 of this Lease; (c) control and prevent access to any part of the Building or the Property, provided such action does not materially interfere with Tenant’s ingress and egress to the Leased Premises, provided that, except in the case of emergency, Landlord shall provide prior notice to Tenant of such action, which notice need not comply with Article 22 of this Lease; (d) prevent access to the Building by any person during any invasion, mob riot, public excitement or other commotion by closing the doors or otherwise; (e) install, place upon or affix to the roof or exterior walls of the Leased Premises and/or the Building, equipment, signs, displays, antennae and any other object or structure provided it does not materially interfere with Tenant’s, access to, or use or occupancy of the Leased Premises, or the visibility of any signage which Landlord may permit Tenant to install in, on or at the Building; (f) make alterations or additions to, and build additional stories upon, the Building, or build adjoining the Building, provided such alterations, additions or items built do not materially interfere with Tenant’s access to, or use or occupancy of the Leased Premises, or the visibility of any signage which Landlord may permit Tenant to install in, on or at the Building, and, to the extent applicable and permitted by law, such items or alterations are concealed from view; and (g) provided such action does not materially diminish Tenant’s access to, or use and enjoyment of the Leased Premises, or materially diminish the visibility of any signage which Landlord may permit Tenant to install in, on or at the Building, change the arrangement and/or location, or regulate or eliminate the use, of Common Areas, including all entrances, passageways, doors, doorways and corridors, whether or not connecting with any street, sidewalk, transportation facility, concourse, subway; garage, railroad station or any other building, and of all elevators, stairs, toilets, and public conveniences which are not within the framework of rights Leased Premises, and obligations established by name the terms Building and change the name, number or designation of the Franchise Agreement includingBuilding, in particular, subject to the provisions of Section 46.1 of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaLease.

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage enter the Premises for any reason upon reasonable notice to Tenant (or without notice in case of an emergency) and/or to undertake the following all without abatement of rent or liability to Tenant: inspect the Premises and/or the performance by Tenant of the terms and conditions hereof; make such alterations, repairs, improvements or additions to the Premises as required or permitted hereunder; change boundary lines of the Land so long as such change does not materially and adversely impact Tenant's use of the parking area and/or access to the Premises; install, use, maintain, repair, alter, relocate or replace any activities pipes, ducts, conduits, wires, equipment and other facilities (including, without limitation, cabling and conduit for telecommunications facilities of any kind) in the Common Area or the Building; install, maintain and operate conduit cabling within the utility and/or conduit ducts and risers within the Building, as well as, grant lease, license or use rights to third parties, to utilize the foregoing grant easements or licenses on the Land and/or the Project; dedicate for public use portions of the Land and/or the Project and record covenants, conditions and restrictions affecting the Land and/or the Project and/or amendments to existing CC&Rs (as defined below in Section 11 below) which do not unreasonably interfere with Tenant's use of the Premises or impose additional material monetary obligations on Tenant; change the name of the Building and/or the Project; affix reasonable signs and displays on the Building and/or the Land; and, during the last six (6) months of the Term, place signs for the purpose of attracting customers and business directly to Franchisor, Prudentialrental of, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change show the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee Premises to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaprospective tenants.

Reserved Rights. This Franchise Agreement authorizes Landlord reserves the operation following rights, exercisable without notice (except as specified below) and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction or disturbance of specific real estate brokerage office locations utilizing Tenant’s use or possession or giving rise to any claim for setoff or abatement of rent or affecting any of Tenant’s obligations under this Lease: (a) To change the System within name or street address of the framework Building. (b) To install and maintain signs on the exterior and interior of rights the Building, and obligations established to prescribe the location and style of the suite number and identification sign or lettering for the Premises occupied by the terms Tenant. (c) To retain at all times, and to use in appropriate instances, pass keys to the Premises, subject to the notice provisions in this Lease. (d) To exhibit the Property, Building, Premises and Additional Property for Parking at reasonable hours. (e) To enter the Property, Building, Premises and Additional Property for Parking at reasonable hours for reasonable purposes, including the posting of notices of non-responsibility, inspection and supplying janitor service or other services to be provided to Tenant hereunder. (f) To control access and prevent unauthorized access to Common Areas and other areas. (g) Provided that reasonable access to the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee Premises shall be maintained and the rights retained by and/or reserved business of Tenant shall not be interfered with unreasonably, to Franchisor. Nothing contained herein shall accord Franchisee any rightrelocate, title enlarge, reduce or interest change corridors, exits, entrances in or to the Service MarksProperty, the SystemBuilding, operational techniquesPremises and Additional Property for Parking and to decorate and to make repairs, service conceptsalterations, proprietary information additions and improvements, structural or goodwill of Franchisorotherwise, except in or to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges Property, Building, Premises and agrees that Franchisor, PrudentialAdditional Property for Parking or any part thereof, and any present adjacent building, land, street or future affiliates of eitheralley, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities including for the purpose of attracting customers connection with or entrance into or use of the Property, Building, Premises and business directly to FranchisorAdditional Property for Parking in conjunction with any adjoining or adjacent building or buildings, Prudentialnow existing or hereafter constructed, and any present or future affiliates may for such purposes erect scaffolding and other structures reasonably required by the character of eitherthe work to be performed, and Franchisee further acknowledges during such operations may enter upon the Premises and take into and upon or through any part of the Building, including the Premises, all materials that such activities may be competitive with Franchisee’s real estate brokerage officesrequired to make such repairs, alterations, improvements, or additions, and in that connection Landlord may temporarily close public entry ways, other public spaces, stairways or corridors and interrupt or temporarily suspend any services or facilities agreed to be furnished by Landlord, all without the same constituting an eviction of Tenant in whole or in part and without abatement of rent by reason of location, marketing areas, potential customers loss or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements interruption of the business risk accepted by Franchisee of Tenant or otherwise and without in the operation any manner rendering Landlord liable for damages or relieving Tenant from performance of real estate brokerage offices Tenant’s obligation under this Franchise AgreementLease; Landlord may at its option make any repairs, alterations, improvements and additions in and about the Building and the Premises during ordinary business hours and, if Tenant desires to have such work done during other than business hours, Tenant shall pay all overtime and additional expenses resulting therefrom. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in In the development of the System or other exercise of Franchisorits rights under this Subsection (b), Landlord shall make commercially reasonable efforts not to unreasonably interfere with the business operations of Tenant. If Landlord’s reserved rights. Franchisee acknowledges that commercial relocation or alteration of any exits, entrances in or to the Property Building, Premises or Additional Property for Parking trigger any ADA compliance obligations, Landlord shall comply with same at is sole cost and residential activities represent separate markets, business opportunities expense (and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areawithout reimbursement as an Operating Cost).

Reserved Rights. This Franchise Agreement authorizes Landlord reserves the operation right to make all changes, alterations, additions, improvements, repairs or replacements to the Building and Building Systems, including changing the arrangement or location of specific real estate brokerage office locations utilizing entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other Common Areas (collectively, “Work of Improvement”), as Landlord deems necessary or desirable, and to take all materials into the System within Premises required for the framework performance of rights such Work of Improvement, provided that (a) the level of any Building service shall not decrease in any material respect from the level required of Landlord in this Amended and obligations established by Restated Lease as a result thereof (other than temporary changes in the terms level of such services during the performance of any such Work of Improvement), and (b) Tenant is not deprived of access to the Premises. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Franchise Agreement including, in particular, Premises during the performance of such Work of Improvement. Provided that Landlord complies with the provisions of this Franchise Agreement defining Lease, there shall be no Rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Amended and limiting Restated Lease, and no liability on the rights granted part of Landlord by reason of inconvenience, annoyance or injury to Franchisee and business arising from Landlord, Tenant or others performing, or failing to perform, any Work of Improvement except as hereinafter provided. If (i) Landlord undertakes any such Work of Improvement in the rights retained Premises pursuant to this Section 6.3 which is not required by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any rightGovernmental Authority or required as a result of any act or omission of Tenant, title (ii) as a direct result of such renovation or interest in or to the Service Marksother work, the System, operational techniques, service concepts, proprietary information Premises or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudentialany substantial part thereof are rendered unusable for seven (7) consecutive Business Days, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of (iii) Tenant actually ceases to conduct its business activities, some of which may now therein (or in the future be located near a Location or Additional Location or within unusable portion thereof), then the same marketing areas serviced by Fixed Rent which the Franchised Business. Without limitation such activities may include Tenant is obligated to pay hereunder shall ▇▇▇▇▇ proportionately (based on the acquisition, sale, financing and/or operation number of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities rentable square feet rendered unusable) for the purpose period beginning on the first (1st) Business Day that the Premises are unusable and such abatement shall continue until use of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements portion of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable Premises is restored to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaTenant.

Reserved Rights. This Franchise Agreement authorizes (1) Reference is made to an existing well at the operation Premises, located just northerly of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms Floydville Road on that portion of the Franchise Agreement including, Real Property known as 90 Salmon Brook Road in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, PrudentialGranby, and any present or future affiliates designated as “Vault” on the Survey (the “Existing Well”). The Existing Well provides water to certain other property of eitherLandlord located easterly of the Premises. For a period of up to two (2) years from and after the Commencement Date, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage in any activities for draw water from the purpose Existing Well and to enter upon the Premises to access the Existing Well and the water line running from the existing well to such other lands of attracting customers and business directly Landlord. Tenant agrees to Franchisor, Prudentialtake no action to interfere with Landlord’s use of the Existing Well, and any present or future affiliates of eitherto maintain, repair and operate the Existing Well in all respects in accordance with all applicable laws and regulations. Landlord shall be responsible for, and Franchisee further acknowledges shall indemnify Tenant from and against, any claims and/or liabilities arising from Landlord’s activities at the Premises pursuant to this Section 1.2. (2) Reference is made to that such activities may certain access easement on the Premises and shown as “60’ Easement In Favor of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇” on the Survey, in order to provide ingress and egress and utility access to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as shown on the Survey (the “Reserved Easement Area”). Landlord reserves an easement and right of way on, under, over and across the Reserved Easement Area for vehicular ingress and egress and utility connections, including the right to construct, maintain, repair and/or replace a roadway system and related appurtenances and utilities. In the event Tenant acquires the Premises pursuant to Article II hereof, the Reserved Easement Area shall be competitive with Franchisee’s real estate brokerage offices, by reason reserved to River Bend and its successors and assigns as a permanent and perpetual easement and right of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change way in the character and extent of customer demand for the services of real estate brokerage offices authorized deed delivered hereunder. The economic effects Alternatively, Tenant reserves the right to cause Reserved Easement Area to become a portion of all ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ during the foregoing are understood by Franchisee to Lease Term, and upon such consolidation the Reserved Easement Area shall be elements of considered released from the business risk accepted by Franchisee in the lien and operation of real estate brokerage offices under this Franchise AgreementLease (and, upon request, Tenant shall confirm such release in writing). Franchisor Landlord shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of officesresponsible for, and granting shall indemnify Tenant from and against, any claims and/or liabilities resulting from Landlord’s use of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaand/or activities upon the Reserved Easement Area.

Reserved Rights. This Franchise Agreement authorizes Lease does not grant any rights to light or air over or about the operation Project. Landlord excepts and reserves exclusively for itself the use of: (1) roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms, Building risers or similar areas that are used by Landlord for the provision of specific real estate brokerage office locations utilizing Building services, (4) rights to the System land and improvements below the floor of the Premises, (5) the improvements and air rights above the ceiling of the Premises, (6) the improvements and air rights outside the demising walls of the Premises, (7) the areas within the framework Premises used for the installation of rights utility lines and obligations established by the terms other installations serving occupants of the Franchise Agreement includingProperty, in particular, and (8) any other areas designated from time to time by Landlord as service areas of the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to FranchisorProject. Nothing contained herein Tenant shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that not have the right to use such proprietary rights has been specifically granted hereunderinstall or operate any equipment producing radio frequencies, electrical or electromagnetic output or other signals, noise or emissions in or from the Project without the prior written consent of Landlord. Franchisee acknowledges and agrees that FranchisorTo the extent permitted by applicable Law, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage in any activities for restrict and control the purpose use of attracting customers and business directly to Franchisorsuch equipment. 860209V.2 CHA792/16000 26 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2515 MCKINNEY AVENUE ▇▇▇▇▇▇, PrudentialTEXAS LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, and any present or future affiliates of eitherAND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage officesAND, by reason of locationEXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, marketing areasTENANT SHALL CONTINUE TO PAY THE RENT, potential customers or other factorsWITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. NOTHING CONTAINED HEREIN IN THIS PARAGRAPH SHALL BE DEEMED, CONSTRUED TO DIMINISH THE OBLIGATIONS OF LANDLORD THAT ARE EXPRESSLY OR BY IMPLICATION, TO RESTRICT SET FORTH ELSEWHERE IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATIONTHIS LEASE. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements This Lease is executed as of the business risk accepted by Franchisee Lease Date (as defined in the operation of real estate brokerage offices under this Franchise AgreementBasic Lease Information). Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate marketsLANDLORD: CHATEAU PLAZA HOLDINGS, business opportunities and activities. Franchisor operates L.P., a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the SystemDelaware limited partnership By: Chateau Plaza Investors LLC, placement of officesa Delaware limited liability company, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within its general partner By: JPMorgan Investment Management, Inc., a specific geographic market areaDelaware corporation, its manager By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- TENANT: RED MOUNTAIN RESOURCES, INC., a Florida corporation By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- EXHIBIT A OUTLINE OF PREMISES

Reserved Rights. This Franchise Agreement authorizes Landlord will operate and maintain the operation of specific real estate brokerage office locations utilizing Common Facilities in such manner as Landlord, in its commercially reasonable discretion shall determine from time to time, and the System within cost thereof shall be included in Operating Expenses. Notwithstanding anything to the framework of rights and obligations established by contrary contained in this Lease, Landlord reserves the terms right to do the following from time to time, provided that such activities do not materially, adversely affect Tenant's use, occupancy, or enjoyment of the Franchise Agreement Premises or Common Facilities or materially increase Tenant's costs under this Lease, but subject to the requirements of Applicable Law: (i) relocate, alter, improve, adjust or modify the size of any Common Facilities; provided, however, that Landlord shall use reasonable efforts not to materially and adversely affect Tenant's access to the Premises; (ii) construct, maintain and operate lighting on the Common Facilities and in the Project; (iii) modify the Common Facilities including, without limitation, the parking facilities; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 10 (iv) close temporarily or permanently all or any portion of the Common Facilities and (v) do and perform such other acts in particularand to the Common Facilities that Landlord determines may improve the convenience and use thereof by tenants and their officers, agents, employees and customers. The Common Facilities shall at all times be subject to the exclusive control and management of Landlord and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Common Facilities and any other portions of the Project; provided, however, that no such rules or regulations shall have any material adverse impact on Tenant's operations in the Premises or materially increase Tenant's costs under this Lease, and further provided that Landlord shall use commercially reasonable efforts to enforce such rules and regulations uniformly among tenants of the Building and/or Project. Landlord reserves unto itself and its designees the exclusive right to use the roof, exterior walls and areas beneath the floor and above the ceiling of the Premises; provided, however, that Landlord agrees, subject to Landlord's approval and supervision, to give Tenant reasonable access to and use of the area above the ceiling of the Premises solely for Tenant's installation and servicing of pipes, vents, conduits, VAV boxes and related equipment. In addition, Landlord reserves the right to enter the Premises upon reasonable prior notice to Tenant (except in case of an emergency or for regularly scheduled maintenance and services, in which event no notice shall be required) and/or to undertake the following: (a) access and inspect the Premises to confirm the performance by Tenant of the provisions of this Franchise Agreement defining Lease and/or to access mechanical installations therein; (b) install, use, maintain, repair, alter, relocate or replace any Common Facilities and limiting any pipes, ducts, conduits, wires, utility lines, shafts, appurtenant meters and mechanical, electrical and plumbing equipment and other facilities under, over or through the rights granted Premises, in locations that will not materially interfere with Tenant's use of the Premises for the Permitted Use; (c) record covenants, conditions and restrictions ("CC&Rs") affecting the Project and/or amendments to Franchisee the CC&Rs; provided, however, that no such CC&Rs or amendments thereto shall have any material adverse impact on Tenant's operations in the Premises or materially increase Tenant's costs under this Lease; (d) change the name of the Building or the Project; (e) affix signs and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any rightdisplays in, title or interest in on or to the Service MarksBuilding and/or the Project including, the Systemwithout limitation, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities signs for the purpose rental of attracting customers the Premises and/or sale of all or any portion of the Building or the Project; and business directly (f) show the Premises to Franchisor, Prudential, existing and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areaspotential Mortgagees, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMEDpurchasers and, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change during the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements last twelve (12) months of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate marketsTerm, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areapotential tenants.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights, in addition to any other rights of specific real estate brokerage office locations utilizing Landlord, exercisable from time to time without notice and without liability to Tenant for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession or giving rise to any claim for set off or abatement of rent: (i) To change the System within name or street address of Landlord’s Building or to change the framework of rights and obligations established by the terms room number or numbers of the Franchise Agreement includingPremises; (ii) To install, affix and maintain any and all signs on the exterior and/or interior of Landlord’s Building; (iii) To grant to anyone or reserve to itself the exclusive right to conduct any business or render any service in Landlord’s Building, providing such exclusive rights shall not operate to exclude the Tenant from the use expressly provided in Paragraph 2 above; (iv) To retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. No locks shall be changed without prior written consent of the Landlord which consent shall not be unreasonably withheld; (v) To decorate or make repairs, alterations, additions, or improvements, whether structural or otherwise, in particularand about Landlord’s Building, or any part thereof, and for such purpose to enter upon the provisions Premises and, during the continuance of this Franchise Agreement defining any such work, to close temporarily doors, entry ways, public space and limiting corridors in Landlord’s Building and to interrupt or temporarily suspend building services and facilities. (vi) To reduce, increase, enclose or otherwise change at any time and from time to time the rights granted size, number, location, lay-out, and nature of the Common Areas and facilities and other tenancies, premises and buildings, to Franchisee construct additional stores, buildings and stories, and to create additional rentable areas through use and/or enclosure of common areas, and to place signs on the buildings; (vii) To approve the weight, size and location of safes and other heavy equipment and articles in and about the Premises and Landlord’s Building and to require all such items and any furniture or bulky packages to be moved in and out of Landlord’s Building and the rights retained by and/or reserved to Franchisor. Nothing contained herein Premises only at such times and in such manner as Landlord shall accord Franchisee any right, title or interest direct and in or to all events at the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges Tenant’s sole risk and agrees that Franchisor, Prudentialresponsibility, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage require permits before allowing any such property to be moved into or out of the Building. Tenant shall notify the Landlord at least three (3) business days prior to any moving of large amounts or large pieces of furniture or equipment in or out of the Premises and/or the Landlord’s Building. All such moves shall be made during non-business hours (after 6:00 pm. on weekdays or on Saturdays). Landlord may require that a representative of Landlord supervise any activities moves and Tenant shall pay the reasonable cost of such representative. Tenant shall also be fully responsible for any and all damage caused to any portion of Landlord’s Building during a move. (viii) To close Landlord’s Building after regular working hours and on Saturdays after 12:00 p.m., Sundays and legal holidays subject, however, to Tenant’s right of admittance at other times under such regulations as Landlord may prescribe from time to time, which may include, but not necessarily be limited to, the purpose of attracting customers requirement that persons entering and business directly leaving the Building identify themselves to Franchisor, Prudential, a security officer by registration or otherwise and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers persons establish their right to enter or other factorsleave the Building. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change In the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements exercise of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor rights granted herein to Landlord, Landlord shall use commercially reasonable efforts not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisormaterially interfere with Tenant’s continuing activities in the development use of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaPremises.

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of a) The TLO, for itself and others, reserves all rights and obligations established by the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights not expressly granted to Franchisee and AngloGold by this Lease. These reserved rights include the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that following: i) the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisorexplore for, Prudentialremove, and any present or future affiliates dispose of either, are now or may in from the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves Leased Area all resources other than Minerals; ii) the right to engage in establish or grant easements and rights-of-way upon, in, across, or through the Leased Area for any activities lawful purpose, including roads, railroads, well sites, pipelines, utility lines, drill holes, shafts, and tunnels necessary or convenient for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements working of the business risk accepted Leased Area for resources other than Minerals, or necessary or convenient for access to or the working of other land for any useful purpose; iii) the right to manage and to convey to third parties by Franchisee grant, lease, permit, or otherwise, any and all interests in the operation of real estate brokerage offices Leased Area other than those granted by this Lease, provided that any such conveyance to a third party shall be made subject to AngloGold’s rights under this Franchise Agreement. Franchisor Lease. b) The rights reserved pursuant to Paragraph 4(a) hereof shall not be liable to Franchisee for exercised in any damages manner that unreasonably interferes with AngloGold’s rights or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development operations under this Lease. The TLO shall provide AngloGold with prior notice of the System TLO’s intent to exercise any such reserved rights, the TLO and AngloGold shall work cooperatively to identify potential conflicts, and the TLO shall require, as a condition to the exercise by any permittee, AngloGold, or other exercise grantee of Franchisorthe TLO of any of the TLO’s reserved rights, such stipulations as appear necessary to avoid unreasonable interference with AngloGold’s enjoyment of this Lease or endangerment of AngloGold’s operations. Franchisee acknowledges that commercial and residential activities represent separate marketsThe exercise of any of the TLO’s reserved rights shall be subject to the consent of AngloGold, business opportunities and activitieswhich consent shall not be unreasonably withheld. Franchisor operates If at any time the exercise of any of the TLO’s reserved rights must cease or a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately change must be made in the operation manner or place of the Systemsuch exercise in order to avoid unreasonable interference with AngloGold’s enjoyment of this Lease or endangerment of AngloGold’s operations, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areasuch cessation or change shall occur at no cost to AngloGold.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms Tenant's use or possession of the Franchise Agreement includingPremises or giving rise to any claim for offset or abatement of Rent: (1) to change the Building's name or street address upon thirty (30) days' prior written notice to Tenant; (2) to install, in particularaffix and maintain all signs on the exterior and/or interior of the Building; (3) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the provisions exterior of this Franchise Agreement defining the Premises; (4) upon reasonable notice to Tenant, to display the Premises to prospective purchasers at reasonable hours at any time during the Term and limiting to prospective tenants at reasonable hours during the rights granted last six (6) months of the Term; (5) to Franchisee and grant to any party the rights retained by and/or reserved exclusive right to Franchisor. Nothing contained herein shall accord Franchisee conduct any right, title business or interest render any service in or to the Service MarksBuilding, provided such exclusive right shall not operate to prohibit Tenant from using the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities Premises for the purpose permitted hereunder; (6) to change the arrangement and/or location of attracting customers entrances or passageways, doors and business directly to Franchisordoorways, Prudentialcorridors, elevators, stairs, washrooms or public portions of the Building, and any present to close entrances, doors, corridors, elevators or future affiliates of eitherother facilities, and Franchisee further acknowledges provided that such activities may be competitive action shall not materially and adversely interfere with Franchisee’s real estate brokerage offices, by reason Tenant's access to or use of location, marketing areas, potential customers the Premises or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATIONthe Building; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive (7) to have access for Landlord and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements tenants of the business risk accepted Building to any mail chutes and boxes located in or on the Premises as required by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development applicable rules of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges United States Post Office; and (8) to close the Building after Standard Operating Hours, except that commercial Tenant and residential activities represent separate marketsits employees and invitees shall be entitled to admission at all times, business opportunities and activities. Franchisor operates a separate franchise network under such regulations as Landlord prescribes for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areasecurity purposes.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms Tenant’s use or possession of the Franchise Agreement includingPremises or giving rise to any claim for offset or abatement of Rent: (1) to change the Building’s name or street address upon thirty (30) days’ prior written notice to Tenant; (2) to install, in particularaffix and maintain all signs on the exterior and/or interior of the Building; (3) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the provisions exterior of this Franchise Agreement defining the Premises; (4) upon reasonable notice to Tenant, to display the Premises to prospective purchasers at reasonable hours at any time during the Term and limiting to prospective tenants at reasonable hours during the rights granted last twelve (12) months of the Term; (5) to Franchisee and grant to any party the rights retained by and/or reserved exclusive right to Franchisor. Nothing contained herein shall accord Franchisee conduct any right, title business or interest render any service in or to the Service MarksBuilding, provided such exclusive right shall not operate to prohibit Tenant from using the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities Premises for the purpose permitted hereunder; (6) to change the arrangement and/or location of attracting customers entrances or passageways, doors and business directly to Franchisordoorways, Prudentialcorridors, elevators, stairs, washrooms or public portions of the Building, and any present to close entrances, doors, corridors, elevators or future affiliates of eitherother facilities, and Franchisee further acknowledges provided that such activities may be competitive action shall not materially and adversely interfere with FranchiseeTenant’s real estate brokerage offices, by reason of location, marketing areas, potential customers access to the Premises or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATIONthe Building; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive (7) to have access for Landlord and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements tenants of the business risk accepted Building to any mail chutes and boxes located in or on the Premises as required by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development applicable rules of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges United States Post Office; and (8) to close the Building after Standard Operating Hours, except that commercial Tenant and residential activities represent separate marketsits employees and invitees shall be entitled to admission at all times, business opportunities and activities. Franchisor operates a separate franchise network under such regulations as Landlord prescribes for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areasecurity purposes.

Reserved Rights. This Franchise Agreement authorizes Without limiting in any way Landlord's --------------- right to promulgate rules and regulations, Landlord shall have the operation following rights, exercisable without notice and without liability to Tenant for damage or injury to property, persons or business and without effecting an eviction, constructive or actual, or disturbance of specific real estate brokerage office locations utilizing Tenant's use or possession or giving rise to any claim for set off or abatement of rent: (a) To change the System within Building's and/or the framework of rights Complex's name, design or street address (b) To approve, restrict, install, affix, maintain, and obligations established by remove any and all signs on the terms exterior and interior of the Franchise Agreement includingBuilding. See Section 28 of the Addendum. (c) To designate and approve, prior to installation, all types of window shades, blinds, drapes, awnings, window ventilators and other similar equipment and to control all internal lighting that may be visible from the exterior of the Building. (d) To designate, restrict and control all sources from which Tenant may obtain ice, drinking water, towels, toilet supplies, shoe shining, catering, food and beverages, or like or other services on the Premises and in particulargeneral to reserve to Landlord the exclusive right to designate, the provisions of this Franchise Agreement defining limit, restrict and limiting the rights granted to Franchisee control any business and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest service in or to the Service MarksBuilding and its tenants. See Section 29 of the Addendum. (e) To retain at all times, the Systemand to use in appropriate instances, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except keys to all doors within and to the extent that Premises. (f) To decorate and to make repairs, alterations, additions, changes or improvements, whether structural or otherwise, in and about the Complex, or any part thereof, and for such purposes to enter upon the Premises and, during the continuance of any such work, to temporarily close doors, entryways, public space and corridors in the Complex, to interrupt or temporarily suspend Complex services and facilities and to change the arrangement and location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other public parts of the Complex, all without abatement of rent or affecting any of Tenant's obligations hereunder, so long as the Premises are reasonably accessible. (g) To have and retain a paramount title to the Premises free and clear of any act of Tenant purporting to burden or encumber them. (h) To grant to anyone the exclusive right to conduct any business or render any service in or to the Complex, provided such exclusive right shall not operate to exclude Tenant from the use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges expressly permitted herein. (i) To approve the weight, size and agrees that Franchisor, Prudentiallocation of safes and other heavy equipment and articles in and about the Premises and the Complex, and any present to require all such items and furniture and similar items to be moved into and out of the Complex and the Premises only at such times and in such manner as Landlord shall direct in writing. Movements of Tenant's property into or future affiliates out of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or Complex and within the same marketing areas serviced by Complex are entirely at the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation risk and responsibility of improved or unimproved real propertyTenant, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage in require permits before allowing any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee property to be elements moved into or out of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise AgreementComplex. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development See Section 30 of the System Addendum. (j) To prohibit the placing of vending or other exercise dispensing machines of Franchisor’s reserved rightsany kind in or about the Premises without the prior written permission of Landlord. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market area.See Section 31

Reserved Rights. This Franchise Agreement authorizes Without limiting in any way Landlord's right to promulgate rules and regulations, Landlord shall have the operation following rights, exercisable without notice and without liability to Tenant for damage or injury to property, Persons and without effecting an eviction, constructive or actual, or disturbance of specific real estate brokerage office locations utilizing Tenant's use or possession or giving rise to any claim for setoff or abatement of Rent: (a) to approve, restrict, install, affix, maintain, and remove any and all signs on the System within the framework of rights exterior and obligations established by the terms interior of the Franchise Agreement includingBuilding; (b) to designate and approve, prior to installation, all types of window shades, blinds, drapes, awnings, window ventilators and other similar equipment and to control all internal lighting that may be visible from the exterior of the Building; (c) to designate, restrict and control all sources from which Tenant may obtain drinking water, toilet supplies, shoe shining, vending machine services, or like or other services on the Leased Premises and in particulargeneral to reserve to Landlord the exclusive right to designate, the provisions of this Franchise Agreement defining limit, restrict and limiting the rights granted to Franchisee control any business and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest service in or to the Service MarksBuilding and its tenants; (d) to retain at all times, the Systemand to use in appropriate instances, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except keys to all doors within and to the extent Leased Premises, and Tenant agrees that no locks shall be changed or added without prior written consent of Landlord; (e) to decorate and to make repairs, alterations, additions, changes or improvements, whether structural or otherwise, in and about the Building and the CR Project Parcel, or any part thereof, and for such purposes to enter upon the Leased Premises and, during the continuance of any such work, to temporarily close doors, entryways, public space and corridors in the Building, to interrupt or temporarily suspend Building services and facilities and to change the arrangement and location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other public parts of the Building, all without abatement of rent or affecting any of Tenant's obligations hereunder, so long as the Leased Premises are reasonably accessible; and (f) to take all such reasonable measures as Landlord may deem advisable for the security of the Building and the CR Project Parcel and its occupants, including the closing of the Building after normal business hours and on Saturdays, Sundays and Holidays; subject, however, to Tenant's right to use admittance when the Building is closed after normal business hours under such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or reasonable regulations as Landlord may in the future be, engaged in a wide variety of business activities, some of prescribe from time to time which may now include, by way of example but not of limitation, that Persons entering or in leaving the future be located near Building, whether or not during normal business hours, identify themselves to a Location security officer by registration or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation otherwise and that such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the persons establish their right to engage in any activities for enter or leave the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaBuilding.

Reserved Rights. This Franchise (a) Notwithstanding anything in this Agreement authorizes to the operation contrary, the Company and the Facility Lenders agree that this Agreement shall in no manner impair any right of specific real estate brokerage office locations utilizing the System within Existing Lender under the framework Existing Loan Agreement to enforce any condition precedent to any obligation it may have thereunder to make future Advances to the Company and its Subsidiaries, nor shall this Agreement limit the right of the Existing Lender to make Margin Calls in respect of the hedging transactions with respect to U.S. treasury securities that the Company may have entered into with the Existing Lender outside of the Existing Loan Documents. All rights and obligations established by the terms of the Franchise Agreement including, in particular, Existing Lender under the provisions of this Franchise Agreement defining and limiting the rights granted Existing Loan Documents to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title make Advances or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor not make Advances shall not be liable affected by this Agreement. (b) In addition and notwithstanding anything to Franchisee for the contrary contained herein (but subject to Section 8(f) hereof), this Agreement shall not (i) apply to any damages Advances made from and after the date hereof, or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development any other obligation of the System Company or other exercise any of Franchisor’s reserved rights. Franchisee acknowledges that commercial its Subsidiaries to the Existing Lender or any of its Affiliates incurred from and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in after the operation date hereof or (ii) limit the rights of the SystemExisting Lender or any Affiliate thereof (x) subject to Section 8(f) hereof, placement to purchase Mortgage Loans from the Company or any of officesits Subsidiaries, (y) to receive principal and/or interest at the applicable mortgage rate on mortgage loans purchased by the Existing Lender or any such Affiliate from the Company or any of its Subsidiaries or (z) to sell mortgage loans to the Company or any of its Subsidiaries, in each case including without limitation the rights of the Existing Lender under (A) the Mortgage Loan Purchase Agreement, dated as of October 9, 1998, among the Existing Lender, the Company and granting certain of franchises. This may result in Franchisor granting separate residential its Subsidiaries and commercial franchises within a specific geographic market area(B) the Mortgage Loan Purchase Agreement, dated as of December 9, 1998, between the Company and the Existing Lender.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of specific real estate brokerage office locations utilizing or giving rise to any claim for offset or abatement of Rent: (1) to change the System within Building’s name or street address upon thirty (30) days’ prior written notice to Tenant; (2) to install all signs on the framework of rights and obligations established by the terms exterior and/or interior of the Franchise Agreement includingBuilding; (3) to approve prior to installation, in particularsigns, window shades, awnings or other similar items, and all internal lighting that may be visible from the provisions exterior of this Franchise Agreement defining the Premises or the Building; (4) upon reasonable notice to Tenant, to display the Premises to prospective purchasers, tenants and limiting lenders at any time during the Term; (5) to grant exclusive rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee conduct any right, title or interest business in or to the Service MarksBuilding; (6) to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, washrooms or public portions of the SystemBuilding, operational techniquesand to close entrances, service conceptsdoors, proprietary information corridors, elevators or goodwill of Franchisorother facilities, provided that such action shall not materially and adversely interfere with Tenant’s access to the Premises or the Building. Landlord and Landlord's agents, except in the case of emergency, shall provide Tenant with twenty-four (24) hours' notice prior to entry of the extent that the right to use Premises. Except in case of an emergency, any such proprietary rights has been specifically granted hereunder. Franchisee acknowledges entry by Landlord and agrees that FranchisorLandlord's agents shall comply with all reasonable security measures of Tenant, Prudentialincluding accompaniment by a representative of Tenant, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market area.impair Tenant's operations more than reasonably necessary

Reserved Rights. This Franchise Agreement authorizes The Landlord reserves the operation of specific real estate brokerage office locations utilizing right to change the System within the framework of rights and obligations established by the terms name or address of the Franchise Agreement includingBuilding and/or Project at any time and from time to time; provided, however, in particularthe event Landlord elects to change the name or address of the Building and/or the Project, then Landlord shall have the provisions of right to do so. Neither this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained Lease nor any use by and/or reserved to Franchisor. Nothing contained herein Landlord shall accord Franchisee give Tenant an easement or any right, title or interest right in or to the Service Marksuse of any door, passage, concourse or plaza in connection with the Building, with any other portion of the Project or to any public conveniences and the use of such portions of the Project may, without notice to Tenant, be regulated or discontinued at any time, provided Tenant shall be permitted to utilize the Common Areas as provided in this Lease. The Landlord may make such changes, alterations, additions and improvements in and to the Project and the Common Areas, as well as in and to the streets, parking areas, landscape areas and other areas of the Project, as Landlord shall deem necessary or desirable, so long as Tenant's access to and use and enjoyment of the Premises and Tenant's rights under this Lease are not adversely affected in any material respect. Tenant acknowledges that the Landlord is leasing to Tenant a portion of the interior of the Building and reserves all rights to permit other third parties to utilize any other portions of the Building or any portion of the Project and/or exterior of the Building, including, but not limited to, the Systemroof of the Building. Tenant acknowledges that it has no right to any development rights, operational techniquesair rights, service concepts, proprietary information easement for light or goodwill of Franchisor, except view or comparable rights appurtenant to the extent that Project and consents, without further consideration, to any utilization of such rights by Landlord and Tenant agrees to promptly execute and deliver any instruments which may reasonably be requested by Landlord, including documents evidencing such acknowledgment and consent. Landlord reserves the right, at any time during the term of this Lease, to make changes, alterations, additions and improvements in and to any portion of the Project (including, but not limited to, the right to construct additional buildings and/or improvements within the Project without incurring any liability to Tenant therefore; provided, however, changes may not be made to the interior of the Premises without Tenant's consent unless such changes will not adversely affect in any material manner Tenant's use of the Premises as contemplated by this Lease; and provided further that Tenant's access to and use and enjoyment of the Premises and Tenant's rights under this Lease are not adversely affected in any material respect. The Tenant shall permit Landlord to install, use, maintain, replace and add additional pipes, lines, utilities, ducts and conduits within walls, load bearing columns and ceilings located in or upon the Premises. Landlord reserves the right, at its option, to install and maintain, use, repair and replace pipes, ducts, conduits, utility lines and wires within the walls, hung in ceiling space, column space and partitions and/or beneath the floor slabs or above or below the Premises or other portions of the Building except the Landlord shall not unreasonably interfere with and/or interrupt business operation of Tenant within the Premises and the Landlord shall repair and restore any damage to the Premises caused by Landlord in performing such proprietary rights has been specifically granted hereunderwork. Franchisee In the event Landlord desires to submit the Premises to a Declaration of Protective Covenants in connection with the Project, then Landlord shall have the right do so, so long as Tenant's access to and use of the Premises for the uses permitted hereunder are not adversely affected in any material respect. Tenant hereby acknowledges that Landlord and/or others, in its sole and agrees absolute discretion, shall have the right to develop and/or redevelop the Project in such manner as the Landlord, its successors and assigns, desires or shall have the right not to further develop. The Tenant understands that Franchisor, Prudential, and any present or future affiliates of either, are the Project may now or may in the future bebe developed and/or redeveloped and the Tenant hereby agrees that it shall not and is hereby estopped from objecting to the method or manner in which the Project is developed; provided, engaged however, that the development and/or redevelopment of the Project shall not materially affect Tenant's ability to access and utilize the Premises for the uses permitted pursuant to this Lease, affect the interior of the Premises nor preclude Tenant's right to parking as provided in a wide variety this Lease. Tenant hereby agrees to join and to execute any and all documents pertaining to all or any portion of business activitiesthe Project which are reasonably requested by Landlord, some including, but not limited to, land use amendments, zoning applications, development of regional impact applications and/or other permits, authorizations or documents which are to be filed with any governmental or quasi- governmental authority with regard to the development of all or any part of the Project which may now or in the future be located near a Location or Additional Location or within owned by Landlord, its successors and assigns ("Joinders"), provided that such Joinders shall be without additional expense to Tenant and shall not unreasonably affect Tenant's ability to access and utilize the same marketing areas serviced by Premises for the Franchised Business. Without limitation such activities may include uses permitted under this Lease, affect the acquisition, sale, financing and/or operation interior of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the Premises nor preclude Tenant's right to engage parking as provided in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factorsthis Lease. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT INVALIDITY OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market area.PROVISION

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms Grantee’s use of the Franchise Agreement including, Easement Area shall be limited to the specified Permitted Uses and shall be non-exclusive. Grantor shall be entitled to use the Easement Area for any purpose whatsoever so long as such use does not materially interfere with ▇▇▇▇▇▇▇’s use of the Easement Area pursuant to this Agreement. Any rights not expressly granted to Grantee are hereby reserved to Grantor. The parties agree that any separate agreement by which Grantor allows any governmental authority to use the Easement Area in particular, the provisions of this Franchise Agreement defining order to carry out emergency response and limiting law enforcement duties shall be deemed not to materially interfere with the rights granted to Franchisee Grantee hereunder. Furthermore, Grantor reserves, in its sole discretion and at its sole cost and expense, the right to relocate the Improvements within the Easement Area and the rights retained by and/or reserved right to Franchisorrelocate the Service Road. Nothing contained herein shall accord Franchisee any rightGrantee has taken all appropriate steps to make the Rest Stop a State Wildlife Area under [C.R.S. § 33-1-105], title or interest in or including the promulgation of [2 C.C.R. § 406-9:901 ] applicable to the Service MarksRest Stop (the “Pump Station SWA Regulations”). The Pump Station SWA Regulations in effect as of the Effective Date set forth certain actions which are strictly prohibited on the Easement Area (“Prohibited Actions”). The Prohibited Actions are incorporated herein by this reference. Grantee shall not and will not suffer any person acting by, through or under Grantee (including, without limitation, any Floaters) to do any of the Prohibited Actions on the Easement Area, notwithstanding any amendment or repeal of the Pump Station SWA Regulations. Any amendment to the Pump Station The following actions are strictly prohibited on the [Pump Station Rest Stop State Wildlife Area (“SWA”)] (“Prohibited Actions”), and all persons are prohibited from doing the following on the SWA: Use of the SWA as a “put-in” to enter the Blue River for floating, swimming, wading or any other purpose (although persons floating the Blue River from up-stream put-ins and utilizing the SWA as a rest stop may tie up their floating devices during use of the rest stop and the other improvements on the SWA and may then re-enter the Blue River with their floating devices from the SWA); Use of the SWA for any purpose other than a “Permitted Use” as that term is defined in the Rest Stop Easement Agreement (Pump Station (“Agreement”) recorded as Reception No. in the Grand County real property records and on file with the [Colorado Division of Parks and Wildlife]; Public use of the existing service road that extends from Highway 9 to the Blue River; the public may only access those portions of the SWA identified for public access in the Agreement and only from the Blue River; Littering or otherwise leaving any trash, garbage or other debris or any personal items in the SWA other than in the trash receptacle; Bringing dogs or other pets onto the SWA. Using or bringing marijuana or other drugs on the SWA, or entering the SWA while under the influence thereof; Setting fires (provided, however, persons floating the Blue River may use portable gas grills that they bring in their watercraft); Using or bringing onto the SWA fireworks or other explosive, incendiary or flammable devices or substances; Camping or staying overnight; Vandalizing or damaging any improvements or the SWA; Cutting of trees or other vegetation; Intentionally or negligently damaging river embankments or any wetlands; Bringing hazardous materials onto the SWA; Storage of equipment; Placement of any lights on the SWA or surrounding property unless required by applicable law; Construction or installation of any structures or improvements other than approved improvements under the Agreement; Pollution or contamination of any surface water, any underground water bearing formation, the Systemair, operational techniquesthe surface of the SWA or surrounding property, service conceptsor the subsurface of the SWA; Hunting on or from the SWA; The possession or discharge of firearms, proprietary information air guns, BB guns, pellet guns, bows, or goodwill crossbows of Franchisorany kind on the SWA; and Use of the SWA for any reason, except including Permitted Uses, outside of daylight hours. SWA Regulations shall be incorporated herein only to the extent that Grantor agrees thereto in a written amendment to this Agreement. Public use of the right to use such proprietary rights has been specifically granted hereunderService Road is prohibited. Franchisee Security-Monitoring‌ ▇▇▇▇▇▇▇ acknowledges and agrees agrees, for itself and all Floaters, that Franchisor, PrudentialGrantor has no obligation or duty whatsoever to provide security for the Easement Area or monitor use of the Easement Area, and Grantor may patrol or monitor (including, without limitation, by placement of video and/or motion cameras in or near) the Easement Area for ranching and other purposes (including, without limitation, enforcement of the Easement terms) Grantor deems appropriate, and by doing so, Grantor assumes no duties whatsoever to Grantee or any present or future affiliates Floater. Grantee shall clearly post at the Rest Stop in a conspicuous location the relevant waiver and release set forth in EXHIBIT C. Grantor will make the initial Improvements on the Easement Area, including arranging for the initial installation of either, are now or may the seasonal Toilet and Trash Receptacle in the future beRest Stop during the first Season of Use. Any maintenance, engaged in a wide variety repair, reconstruction or reinstallation of business activitiesthe Improvements, some shall be the responsibility of which may now Grantee, including removing, or arranging for the removal of, the seasonal Toilet and Trash Receptacle at the end of each Season of Use and reinstallation of the seasonal Toilet and Trash Receptacle at the beginning of each subsequent Season of Use. All plans for reconstruction or reinstallation of Improvements by Grantee (other than the annual placement of the seasonal Toilet and Trash Receptacle in the future be located near a Location Rest Stop) shall require the approval in writing by Grantor in advance of any construction. Any plans for reconstruction or Additional Location or within reinstallation by Grantee shall not expand the same marketing areas serviced by the Franchised BusinessImprovements. Without limitation Grantor’s approval of such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor plans shall not be liable unreasonably withheld, conditioned, or delayed, but Grantor shall have a reasonable period of time to Franchisee review and consider any such approval. No improvements other than the Improvements are permitted. Grantee shall, at all times, keep the Easement Area, including the Improvements, in good maintenance and repair and in a safe and clean condition. Grantee shall be responsible for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisormaintaining and repairing the Easement Area, including the Improvements, at ▇▇▇▇▇▇▇’s continuing activities in the development sole cost and expense. Grantee, at its expense, shall provide for periodic service of the System Toilet and the Trash Receptacle so as to keep the Easement Area free of trash, litter and debris. If at any time Grantor determines that the Easement Area or other exercise the Improvements require maintenance or repair, Grantor may, but is not obligated to notify Grantee of Franchisor’s reserved rightssuch conditions in writing. Franchisee acknowledges that commercial and residential activities represent separate marketsIf Grantee does not act to address such conditions within fifteen (15) days, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of officesGrantor may proceed to address such conditions, and granting of franchisesGrantee shall reimburse Grantor for the actual costs and expenses incurred by Grantor to address such conditions. This Where Grantee is required to reimburse Grantor under this Section, Grantee may result in Franchisor granting separate residential and commercial franchises within a specific geographic market area.use funds from [the endowment] for costs that Grantor incurred.6‌

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms Tenant's use or possession of the Franchise Agreement including, in particularPremises or giving rise to any claim for setoff or abatement of Rent: (1) to change the name or street address of the Real Property, the provisions Building or any other part thereof upon thirty (30) days' prior written notice to Tenant; (2) to install, affix and maintain all signs on the exterior and/or interior of this Franchise Agreement defining the Real Property, the Building or any other part thereof; (3) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and limiting all internal lighting that may be visible from the rights granted exterior of the Premises; (4) upon reasonable notice to Franchisee and Tenant, to display the rights retained by and/or reserved Premises to Franchisor. Nothing contained herein shall accord Franchisee prospective tenants at reasonable hours during the last twelve (12) months of the Term; (5) to grant to any right, title party the exclusive right to conduct any business or interest render any service in or to the Service MarksReal Property or any part thereof, provided such exclusive right shall not operate to prohibit Tenant from using the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities Premises for the purpose permitted hereunder; (6) to change the arrangement and/or location of attracting customers entrances or passageways, doors and business directly to Franchisordoorways, Prudentialcorridors, elevators, stairs, washrooms or public portions of the Real Property, and any present to close entrances, doors, corridors, elevators or future affiliates of eitherother facilities, and Franchisee further acknowledges provided that such activities may be competitive action shall not materially and adversely interfere with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers Tenant's access to the Premises or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATIONthe Real Property; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive (7) to have access for Landlord and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements tenants of the business risk accepted Real Property or any part thereof to any mail chutes and boxes located in or on the Premises as required by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development applicable rules of the System United States Post Office; and (8) to close the Real Property or other exercise of Franchisor’s reserved rights. Franchisee acknowledges any part thereof after normal business hours, except that commercial Tenant and residential activities represent separate marketsits employees and invitees shall be entitled to admission at all times, business opportunities and activities. Franchisor operates a separate franchise network under such regulations as Landlord prescribes for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areasecurity purposes.

Reserved Rights. This Franchise Agreement authorizes Landlord will operate and maintain the operation of specific real estate brokerage office locations utilizing Common Facilities in such manner as Landlord, in its commercially reasonable discretion shall determine from time to time, and the System within cost thereof shall be included in Operating Expenses. Notwithstanding anything to the framework of rights and obligations established by contrary contained in this Lease, Landlord reserves the terms right to do the following from time to time, provided that such activities do not materially, adversely affect Tenant's use, occupancy, or enjoyment of the Franchise Agreement Premises or Common Facilities or materially increase Tenant's costs under this Lease, but subject to the requirements of Applicable Law: (i) relocate, alter, improve, adjust or modify the size of any Common Facilities; provided, however, that Landlord shall use reasonable efforts not to materially and adversely affect Tenant's access to the Premises; (ii) construct, maintain and operate lighting on the Common Facilities and in the Project; (iii) modify the Common Facilities including, without limitation, the parking facilities; (iv) close temporarily or permanently all or any portion of the Common Facilities and (v) do and perform such other acts in particularand to the Common Facilities that Landlord determines may improve the convenience and use thereof by tenants and their officers, agents, employees and customers. The Common Facilities shall at all times be subject to the exclusive control and management of Landlord and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to the Common Facilities and any other portions of the Project; provided, however, that no such rules or regulations shall have any material adverse impact on Tenant's operations in the Premises or materially increase Tenant's costs under this Lease, and further provided that Landlord shall use commercially reasonable efforts to enforce such rules and regulations uniformly among tenants of the Building and/or Project. Landlord reserves unto itself and its designees the exclusive right to use the roof exterior walls and areas beneath the floor and above the ceiling of the Premises; provided, however, that Landlord agrees, subject to Landlord's approval and supervision, to give Tenant reasonable access to and use of the area above the ceiling of the Premises solely for Tenant's installation and servicing of pipes, vents, conduits, VAV boxes and related equipment. In addition, Landlord reserves the right to enter the Premises upon reasonable prior notice to Tenant (except in case of an emergency or for regularly scheduled maintenance and services, in which event no notice shall be required) and/or to undertake the following: (a) access and inspect the Premises to confirm the performance by Tenant of the provisions of this Franchise Agreement defining Lease and/or to access mechanical installations therein; (b) install, use, maintain, repair, alter, relocate or replace any Common Facilities and limiting any pipes, ducts, conduits, wires, utility lines, shafts, appurtenant meters and mechanical, electrical and plumbing equipment and other facilities under, over or through the rights granted Premises, in locations that will not materially interfere with Tenant's use of the Premises for the Permitted Use; (c) record covenants, conditions and restrictions ("CC&Rs") affecting the Project and/or amendments to Franchisee the CC&Rs; provided, however, that no such CC&Rs or amendments thereto shall have any material adverse impact on Tenant's operations in the Premises or materially increase Tenant's costs under this Lease; (d) change the name of the Building or the Project; (e) affix signs and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any rightdisplays in, title or interest in on or to the Service MarksBuilding and/or the Project including, the Systemwithout limitation, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities signs for the purpose rental of attracting customers the Premises and/or sale of all or any portion of the Building or the Project; and business directly (f) show the Premises to Franchisor, Prudential, existing and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areaspotential Mortgagees, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMEDpurchasers and, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change during the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements last twelve (12) months of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate marketsTerm, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areapotential tenants.

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of a) The TLO, for itself and others, reserves all rights and obligations established by the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights not expressly granted to Franchisee and AngloGold by this Lease. These reserved rights include the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that following: i) the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisorexplore for, Prudentialremove, and any present or future affiliates dispose of either, are now or may in from the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves Leased Area all resources other than Minerals; ii) the right to engage in establish or grant easements and rights-of-way upon, in, across, or through the Leased Area for any activities lawful purpose, including roads, railroads, well sites, pipelines, utility lines, drill holes, shafts, and tunnels necessary or convenient for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements working of the business risk accepted Leased Area for resources other than Minerals, or necessary or convenient for access to or the working of other land for any useful purpose; iii) the right to manage and to convey to third parties by Franchisee grant, lease, permit, or otherwise, any and all interests in the operation of real estate brokerage offices Leased Area other than those granted by this Lease, provided that any such conveyance to a third party shall be made subject to AngloGold's rights under this Franchise Agreement. Franchisor Lease. b) The rights reserved pursuant to Paragraph 4(a) hereof shall not be liable exercised in any manner that unreasonably interferes with AngloGold's rights or operations under this Lease. The TLO shall provide AngloGold with prior notice of the TLO's intent to Franchisee for exercise any damages such reserved rights, the TLO and AngloGold shall work cooperatively to identify potential conflicts, and the TLO shall require, as a condition to the exercise by any permittee, AngloGold, or loss grantee of sales the TLO of any of the TLO's reserved rights, such stipulations as appear necessary to avoid unreasonable interference with AngloGold's enjoyment of this Lease or profits (if any) based on actual endangerment of AngloGold's operations. The exercise of any of the TLO's reserved rights shall be subject to the consent of AngloGold, which consent shall not be unreasonably withheld. If at any time the exercise of any of the TLO's reserved rights must cease or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities a change must be made in the development manner or place of the System such exercise in order to avoid unreasonable interference with AngloGold's enjoyment of this Lease or other exercise endangerment of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate marketsAngloGold's operations, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areasuch cessation or change shall occur at no cost to AngloGold.

Reserved Rights. This Franchise Agreement authorizes Landlord reserves the operation of specific real estate brokerage office locations utilizing following rights: (a) To change the System within the framework of rights and obligations established by the terms name or street address of the Franchise Agreement includingbuilding, without liability of Landlord to Tenant; (b)To designate all sources furnishing sign painting and lettering, ice, drinking water, towels and toilet supplies, or other like services used in particularthe Premises; (c)To enter during the last ninety (90) days of the term, provided Tenant shall have removed all or substantially all of Tenant's property from the Premises, for the purpose of altering, renovating, remodeling, repairing or otherwise preparing the Premises for re-occupancy; (d)To grant to any one the exclusive right to conduct any particular business or undertaking in the building; (e)To enter the Premises at all times (1) for the making of inspections, repairs, alterations, improvements or additions at or to the Premises or building, as Landlord may deem necessary or desirable, and (2) for any purpose whatsoever related to the safety, protection, preservation or improvement of the Premises or of the building or of Landlord's interest; (f)At any time or times, the provisions of this Franchise Agreement defining and limiting Landlord, either voluntarily or pursuant to governmental requirement, may, at the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any rightLandlord's own expense make repairs, title alterations or interest improvements in or to the Service Marks, the System, operational techniques, service concepts, proprietary information building or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudentialany part thereof, and any present during operations, may close entrances, doors, corridors, elevators or future affiliates of eitherother facilities; (g)In the event repairs, are now alterations, decorating or may in other work, done at the future beLandlord's expense, engaged in a wide variety of shall be done at other than ordinary business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, hours by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges the Tenant's request that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall they not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities done during ordinary business hours, then the Tenant shall pay the Landlord the additional charges, including overtime costs, incurred by Landlord in doing the development of the System or work at other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, than ordinary business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areahours.

Reserved Rights. This Franchise Agreement authorizes The following rights have been reserved by the operation of specific real estate brokerage office locations utilizing the System Developer : a. The right to make any further construction by constructing further blocks/buildings/common utilities/roads/pathways/ beautification etc. at any place within the framework of rights Project NORTH AQUA GOLF VILLA save and obligations established by except at or upon the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining land hereby sold and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or transferred to the Service MarksPurchasers b. The Right to move men materials and equipment for the completion of NORTH AQUA GOLF VILLA. c. The right to install Dish Antenna, Telecom Tower etc and retain the Systembenefits to arise there from at any place other than the Said Unit. d. The right of access over all roads, operational techniquespathways, service conceptsinfrastructure, proprietary information communication system and integration thereof and/or addition thereto as may be required. e. The Purchaser/s acknowledge/s at or goodwill of Franchisor, except before entering these presents that the Developer has made known to the extent Purchaser/s that the right Developer has already acquired and /or shall be entitled to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges acquire any other piece or parcel of land adjoining or contiguous to the First Schedule land (hereinafter referred to as the Additional Area) and agrees that Franchisor, Prudential, and shall be entitled to provide all facilities and/or utilities existent First Schedule land to any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of new building and/or buildings which may now or in be constructed on the future be located near a Location or said Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing Area including any access and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers ingress in and business directly egress from and/or through the common parts and portions of the said First Phase land to Franchisorthe new building and/or buildings which may be constructed on the Additional Area including drainage, Prudentialsewerage, transformer, generator, cable ducts, water lines, and any present such other facilities and/or amenities and/or utilities which are to be provided in the said Complex and or future affiliates First Phase land in terms of either, this agreement and Franchisee further acknowledges the First Schedule land and the Additional land shall ultimately comprise the NORTH AQUA GOLF VILLA. f. It shall be independent and a right secured with the Vendors to enlarge and/or extend and/or expand the said project and construct additional blocks in the adjoining land that such activities may be competitive acquired subsequently by the Vendors, the purchaser(s) in that event shall raise no objection in any manner whatsoever and shall co-operate with Franchisee’s real estate brokerage officesthe Vendors and the vendors shall every right to open an access for ingress and egress to the adjoining land in future and the purchaser has no objection in any manners. g. The Common Portions shall always be and remain subject to change and modification, as be deemed fit and necessary by reason the Developer, to accommodate its future plans regarding the Schedule Property and Other adjacent properties h. The common amenities may be located at any of locationthe adjacent property or on the schedule property. Then and in such event such part of the adjacent projects shall be deemed to be an extension of NORTH AQUA GOLF VILLA however, marketing areas, potential customers the land share being agreed to be transferred to the Buyers shall only extend to the land underneath the said building and not under any circumstances extend to and include any other part or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change portion of the character and extent of customer demand for schedule property or the services of real estate brokerage offices authorized hereunderadjacent projects. The economic effects of all Buyers hereby accept the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor same and shall not under any circumstances, raise any objection or hindrance in this regard. i. The boundary walls, gates connecting existing roads to future roads, common portions shall be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in decided by the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaDeveloper.

Reserved Rights. This Franchise Agreement authorizes Landlord reserves the following rights, exercisable without notice, except as provided herein, and without liability to Tenant for damage or injury to property, person or business and without affecting an eviction or disturbance of Tenant's use or possession or giving rise to any claim for setoff or abatement of rent or affecting any of Tenant's obligations under this Lease: (1) upon thirty (30) days prior notice to change the name or street address of the Building; (2) to install and maintain signs on the exterior and interior of the Building; (3) to designate and approve window coverings to present a uniform exterior appearance; (4) to make any decorations, alterations, additions, improvements to the Building or Project, or any part thereof (including, with prior notice, the Premises) which Landlord shall desire, or deem necessary for the safety, protection, preservation or improvement of the Building or Property, or as Landlord may be required to do by law; (5) to have access to the Premises at reasonable hours to perform its duties and obligations and to exercise its rights under this Lease; (6) to retain at all times and to use in appropriate instances, pass keys to all locks within and to the Premises; (7) to approve the weight, size, or location of heavy equipment, or articles within the Premises; (8) to change the arrangement and/or location of the public areas of the Property; (9) to regulate access to telephone, electrical and other utility closets in the Building and to require use of designated contractors for any work involving access to the same; (10) if Tenant has vacated the Premises during the last six (6) months of the Lease Term, to perform additions, alterations and improvements to the Premises in connection with a reletting or anticipated reletting thereof without being responsible or liable for the value or preservation of any then existing improvements to the Premises; and (11) to grant to anyone the exclusive right to conduct any business or undertaking in the Building provided Landlord's exercise of its rights under this clause 11, shall not be deemed to prohibit Tenant from the operation of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may its business in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, Premises and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates constitute a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaconstructive eviction.

Reserved Rights. This Franchise Agreement authorizes Landlord shall have the operation following rights, exercisable with reasonable notice to Tenant and without effecting an eviction, constructive or actual, or disturbance of specific real estate brokerage office locations utilizing Tenant’s use or possession or giving rise to any claim for set off or abatement of rent (provided that such rights are exercised in a manner as to not to interfere in any material respect with Tenant’s business operations in the System within Premises, Tenant’s access to the framework Premises, or Tenant’s use of rights any associated parking facilities): (a) To change the Complex’s name, design or street address. (b) To make repairs, alterations, additions, changes or improvements, whether structural or otherwise, in and obligations established by about the Building, or any part thereof, as required under the terms of this Lease, and for such purposes to enter upon the Franchise Agreement includingPremises and, during the continuance of any such work, to temporarily close doors, entryways, public space and corridors in particularthe Building, to interrupt or temporarily suspend Building services and facilities and to change the provisions arrangement and location of this Franchise Agreement defining entrances or passageways, doors and limiting doorways, corridors, elevators, stairs, toilets or other public parts of the rights granted Building, all without abatement of rent or affecting any of Tenant’s obligations hereunder, so long as the Premises are reasonably accessible and Landlord Services sufficient for Tenant to Franchisee reasonably conduct its business activities are provided at all times. (c) To have and retain a paramount title to the rights retained by and/or reserved Premises free and clear of any act of Tenant purporting to Franchisor. Nothing contained herein shall accord Franchisee burden or encumber them. (d) To grant to anyone the exclusive right to conduct any rightbusiness in the portions of the Complex other than the Building, title or interest to render any service in or to the Service MarksComplex, provided that no such exclusive right shall operate to exclude Tenant from the System, operational techniques, service concepts, proprietary information or goodwill use expressly permitted herein nor to materially impair any of Franchisor, except to the extent that the right to use such proprietary Tenant’s other rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor Lease. (e) To approve (which approval shall not be liable unreasonably withheld, conditioned or delayed) the weight, size and location of safes and other heavy equipment and articles in and about the Premises and the Complex. Movements of Tenant’s property into or out of the Complex and within the Complex are entirely at the risk and responsibility of Tenant. (f) To take all such reasonable measures as Landlord may reasonably deem advisable for the security of the Complex and its occupants. (g) To construct parking garages, areas, facilities or similar structures to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities service the Complex as well as other buildings in the development vicinity of the System Complex, or other exercise to otherwise enter into an agreement with the owner and/or operator of Franchisor’s reserved rights. Franchisee acknowledges a parking garage to make parking spaces in such garage available to Tenant (provided that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates Tenant enters into a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaparking license agreement with such owner/operator).

Reserved Rights. This Franchise Agreement authorizes Landlord reserves the operation of specific real estate brokerage office locations utilizing following rights: (a) To change the System within the framework of rights and obligations established by the terms name or street address of the Franchise Agreement includingBuilding, or of the door number of the demised premises, without liability of Landlord to Tenant. (b) To designate all sources furnishing sign painting and lettering, ice, drinking water, towels and toilet supplies, or other like services used in particularthe premises; (c) To enter during the last ninety (90) days of the term, provided Tenant shall have removed all or substantially all of Tenant's property from the premises, for the purpose of altering, renovating, remodeling, repairing or otherwise preparing the premises for re-occupancy; (d) To grant anyone the exclusive right to conduct any particular business or undertaking in the building; (e) To enter the premises at all times (1) for the making of inspections, repairs, alterations, improvements or additions at or to the premises or building, as Landlord may deem necessary or desirable, and (2) for any purpose whatsoever related to the safety, protection, preservation or improvement of the premises or of the building or of the Landlord's interest; (f) At any time or times, the provisions of this Franchise Agreement defining and limiting Landlord, either voluntarily or pursuant to governmental requirement, may, at the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any rightLandlord's own expense make repairs, title alterations or interest improvements in or to the Service Marks, the System, operational techniques, service concepts, proprietary information Building or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudentialany part thereof, and any present during operations, may close entrances, doors, corridors, elevators or future affiliates of eitherother facilities; (g) In the event repairs, are now alterations, decorating or may in other work, done at the future beLandlord's expense, engaged in a wide variety of shall be done at other than ordinary business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, hours by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges the Tenant's request that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall they not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities done during ordinary business hours, then the tenant shall pay the Landlord the additional charges, including overtime costs, incurred by the Landlord in the development of the System or doing work at other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, than ordinary business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areahours.

Reserved Rights. This Franchise Agreement authorizes Landlord reserves the following rights, exercisable without notice, except as provided herein, and without liability to Tenant for damage or injury to property, person or business and without affecting an eviction or disturbance of Tenant's use or possession or giving rise to any claim for setoff or abatement of rent or affecting any of Tenant's obligations under this Lease: (1) upon 30 days prior notice to change the name or street address of the Building or Project; (2) reserved; (3) to designate and approve window coverings to present a uniform exterior appearance; (4) to make any decorations, alterations, additions, improvements to the Building or Project, or any part thereof (including, with prior notice, the Premises) which Landlord shall desire, or deem necessary for the safety, protection, preservation or improvement of the Building or Project, or as Landlord may be required to do by law; (5) reserved; (6) to retain at all times and to use in appropriate instances, pass keys to all locks within and to the Premises; (7) to approve the weight, size, or location of heavy equipment, or articles within the Premises; (8) to change the arrangement and/or location of the public areas of the Project, except for those areas located on the Premises, subject to Landlord’s right to grant and amend easements on the Building Parcel hereunder; (9) to reasonably regulate access to the riser room, provided, however, ▇▇▇▇▇▇▇▇’s representative must be made available upon 24 hours’ prior written notice when such riser room access is required; (10) if Tenant has vacated the Premises during the last 90 days of the Lease Term, and fails to commence to restore the Premises to the condition required hereunder, Landlord may perform additions, alterations and improvements to the Premises in connection with a reletting or anticipated reletting thereof without being responsible or liable for the value or preservation of any then existing improvements to the Premises; and (11) to grant to anyone the exclusive right to conduct any business or undertaking in the Building provided Landlord's exercise of its rights under this clause 11, shall not prohibit Tenant from the operation of specific real estate brokerage office locations utilizing its business in the System within Premises and shall not constitute a constructive eviction. Notwithstanding the framework foregoing, at all times Landlord shall use commercially reasonable efforts to not reduce the number of parking spaces available to the Premises, materially and adversely interfere with ingress and egress to the Premises, or obstruct the REA. Landlord shall use commercially reasonable efforts to affirmatively enforce Tenant’s rights of ingress and obligations established by egress under the terms REA against any tenant or landowner of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent adjacent parcel that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be REA is located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate markets, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in the operation of the System, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaon.

Reserved Rights. This Franchise Agreement authorizes (a) Notwithstanding Section 4.1 or any other provisions in this Site Lease to the contrary, the Ground Lessor reserves a right, right of way, and easement on, over, under and across the Facility Site, and shall have the right from time to time, without being deemed to breach the foregoing covenant of quiet enjoyment or any other provision of this Site Lease, to do any of the following, and to grant any other Person the right to do, or to grant such Person the right to grant to any other Person the right to do, any of the following (any such Person, an "Additional Owner"): (i) operate, use, repair, alter, restore, renew, replace, remove, upgrade, expand, maintain and relocate any facility located at any time on the Retained Site and the Additional Property; (ii) construct, own and operate additional facilities (each, an "Additional Facility") on or adjacent to the Facility Site, provided that any Additional Facility on the Facility Site shall constitute a Several Modification under the Facility Lease; (iii) erect, construct, install, operate, use, repair, alter, restore, renew, replace, remove, upgrade, expand, maintain and relocate facilities and structures (other than the Facility) on, over, under or across the Facility Site, including, without limitation, other electric power lines, transmission lines, telephone, television and telecommunication lines, fire protection systems, safety sensor and monitoring systems and utility lines and systems and other items, as may be reasonably necessary or desirable for the operation or use of any facility located at any time on the Retained Site or the Additional Property, including but not limited to transmission lines and related pipes, conduits, poles, wires, cables and interconnection facilities to transport electricity from and to any facility located at any time on the Retained Site; (iv) use and consume the natural resources of or relating to the Facility Site as may be reasonably necessary in connection with the operation of specific real estate brokerage office locations utilizing any facility located at any time on the System within Retained Site; provided, that, prior to the framework exercise of any of the rights reserved in clauses (i) through (iv) above, the Ground Lessee shall have received an Officer's Certificate together with an engineer's certificate (which engineer shall be reasonably satisfactory to the Ground Lessee, it being understood that an internal engineer at Ground Lessor or one of its Affiliates would be considered reasonable), stating that the exercise of the rights reserved in clauses (i) through (iv) above, individually or in the aggregate, shall not result in the preclusion of reasonably necessary access to the Facility, materially diminish the residual value, utility or remaining useful life of the Facility, or impair in any material respect the use of the Ground Interest or the use or operation of the Facility in substantially the same manner and obligations established to substantially the same extent as was permitted prior to the Closing Date. At the expense of the Ground Lessor, either party shall, at the request of the other, execute and deliver such documents and instruments as may be reasonably requested to evidence its rights hereunder. The Ground Lessor may exercise its rights under this Section 4.3 with or without receiving compensation, all of which if any, shall be for the benefit of the Ground Lessor. (b) Notwithstanding the foregoing, the Ground Lessor's and any Additional Owner's right to use the Additional Property shall be limited to any excess capacity in the Additional Property over the utilization rights granted to the Ground Lessee pursuant to Section 2.1 hereof. If at any time the Ground Lessor or any Additional Owner requires more than such excess capacity of the Additional Property, then the Ground Lessor or such Additional Owner shall upgrade the Additional Property, as the case may be, at its sole cost and expense. If at any time following the expiration or termination of the Facility Lease and return of the Facility to the Ground Lessee (or upon reasonable request and notice from the Ground Lessor, prior to the termination or expiration of the Site Sublease or return of the Facility to the Ground Lessee), the Additional Property is being, or will be, used by the terms of Ground Lessor, or any Additional Owner and the Franchise Agreement includingGround Lessee, in particular, subject to the provisions of this Franchise Agreement defining Section 5 of the Facility Lease and limiting Section 5.6 of the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service MarksParticipation Agreement, the Systemparties agree to cooperate with each other and to enter into mutually agreeable arrangements, operational techniqueseach acting reasonably and in good faith, service conceptswith respect to joint operation, proprietary information or goodwill of Franchisor, except to the extent that the right to maintenance and use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudentialof, and any present or future affiliates allocations of eithercosts and expenses with respect to, are now or the Additional Property, as the case may in be; provided, that all costs and expenses (other than costs and expenses relating to expansion of the future beAdditional Property to increase the capacity thereof, engaged in a wide variety of business activities, some of which may now or in the future shall be located near a Location or Additional Location or within the same marketing areas serviced allocated as described above) shall be shared by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor reserves the right to engage in any activities for the purpose of attracting customers and business directly to Franchisor, Prudential, and any present or future affiliates of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, by reason of location, marketing areas, potential customers or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMED, EXPRESSLY OR BY IMPLICATION, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISOR, PRUDENTIAL, OR ANY OF THEIR AFFILIATED ENTITIES, NOW OR IN THE FUTURE, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVER, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economic, demographic, competitive and other market factors that may change the character and extent of customer demand for the services of real estate brokerage offices authorized hereunder. The economic effects of all the foregoing are understood by Franchisee to be elements parties based upon their respective use of the business risk accepted by Franchisee in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development capacity of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate marketsAdditional Property, business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately in as the operation of the System, placement of offices, and granting of franchises. This case may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areabe.

Reserved Rights. This Franchise Agreement authorizes the operation of specific real estate brokerage office locations utilizing the System within the framework of rights and obligations established by the terms of the Franchise Agreement including, in particular, the provisions of this Franchise Agreement defining and limiting the rights granted to Franchisee and the rights retained by and/or reserved to Franchisor. Nothing contained herein shall accord Franchisee any right, title or interest in or to the Service Marks, the System, operational techniques, service concepts, proprietary information or goodwill of Franchisor, except to the extent that the right to use such proprietary rights has been specifically granted hereunder. Franchisee acknowledges and agrees that Franchisor, Prudential, and any present or future affiliates of either, are now or may in the future be, engaged in a wide variety of business activities, some of which may now or in the future be located near a Location or Additional Location or within the same marketing areas serviced by the Franchised Business. Without limitation such activities may include the acquisition, sale, financing and/or operation of improved or unimproved real property, and offering consumers and/or businesses, products and services in connection with such transactions. Franchisor Landlord reserves the right to engage make all changes, alterations, additions, improvements, repairs or replacements to the Building, Complex and Building Systems, including changing the arrangement or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets or other Common Areas (collectively, “Work of Improvement”), as Landlord deems necessary or desirable, and to take all materials into the Premises required for the performance of such Work of Improvement, provided that (a) the level of any Building or Complex service shall not decrease in any activities material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such Work of Improvement), (b) Tenant is not deprived of access to the Premises and (c) Landlord gives Tenant not less than five (5) days notice prior to commencing any Work of Improvement, except in the event of an emergency in which case no notice shall be required. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the performance of such Work of Improvement. There shall be no Rent abatement or allowance to Tenant for the purpose a diminution of attracting customers and business directly to Franchisorrental value, Prudentialno actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and any present or future affiliates no liability on the part of either, and Franchisee further acknowledges that such activities may be competitive with Franchisee’s real estate brokerage offices, Landlord by reason of locationinconvenience, marketing areasannoyance or injury to business arising from Landlord, potential customers Tenant or others performing, or failing to perform, any Work of Improvement. Except in the event of an emergency (in which event the following provision shall not apply) if the noise generated during the conduct of (i) any Work of Improvement performed by any Landlord Party in the Building, or (ii) any work in Building premises immediately adjacent to or above or below the Premises by any tenant or other factors. NOTHING CONTAINED HEREIN SHALL BE DEEMEDoccupant of the Building, EXPRESSLY OR BY IMPLICATIONis so disruptive that as a result thereof, TO RESTRICT IN ANY WAY THE RIGHT OF FRANCHISORTenant cannot, PRUDENTIALin the exercise of its reasonable business judgment, OR ANY OF THEIR AFFILIATED ENTITIESoperate its business and such noise continues for more than one (1) Business Day following written notice thereof from Tenant to Landlord, NOW OR IN THE FUTUREthen, TO ENGAGE IN ANY BUSINESS ACTIVITIES WHATSOEVERas of the (2nd) Business Day, WITHOUT LIMITATION AS TO LOCATION; TO EXERCISE ALL RJGHTS AND REMEDIES TO PROTECT OR ENFORCE THEIR RESPECTIVE INTERESTS IN THE SERVICE MARKS; AND TO USE SUCH MARKS AND OTHER PROPRIETARY RIGHTS IN ITS OTHER BUSINESS ACTIVITIES WITHOUT LIMITATION. Franchisee acknowledges that there are numerous economicRent and all other charges payable to Landlord hereunder shall a▇▇▇▇ until such time as the noise has ceased, demographic, competitive and other market factors that may change at which time Tenant shall resume the character and extent of customer demand for the services of real estate brokerage offices authorized payments required hereunder. The economic effects Further, in the event that any Landlord Party enters into the Premises under non-emergency situations in order to perform Work of all the foregoing are understood by Franchisee Improvements and/or repairs thereto or to be elements any other portion of the business risk accepted by Franchisee Building and, as a result thereof, Tenant cannot, in the operation of real estate brokerage offices under this Franchise Agreement. Franchisor shall not be liable to Franchisee for any damages or loss of sales or profits (if any) based on actual or anticipated adverse consequences to Franchisee that may result from Franchisor’s continuing activities in the development of the System or other exercise of Franchisor’s reserved rights. Franchisee acknowledges that commercial and residential activities represent separate marketsits reasonable business judgment, operate its business opportunities and activities. Franchisor operates a separate franchise network for commercial real estate brokerage. Franchisor will evaluate commercial and residential activities separately therein, Rent payable to Landlord hereunder shall a▇▇▇▇ in proportion to the operation degree of interference from the Systemdate of such closure until such time as the condition giving rise to said closure has been corrected, placement of offices, and granting of franchises. This may result in Franchisor granting separate residential and commercial franchises within a specific geographic market areaat which time Tenant shall resume the payments required hereunder.