Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. b) Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.

Intentionally Deleted. b(d) Tenant shallIn the event that during the Non-Compete Period the Seller shall be required to divest itself or otherwise sell a Merchant Business in accordance with Section 5.2(b) or in the event the Seller shall determine to sell such Merchant Business even if not required to do so (such required divestiture or determination to sell, within ten a "Divestiture"), no later than 30 days after being so required or making such determination and, in any event, prior to contacting any third party purchaser, the Seller shall provide the Purchaser with written notice (10the "Divestiture Notice") business days following setting forth (i) a description of the mutual execution and delivery of this Lease, cause Merchant Business to be delivered sold and (ii) the material terms and conditions of the proposed sale including the price (the "Divestiture Price") at which the Seller proposes to Landlord offer to sell such Merchant Business. The Divestiture Notice shall also contain an irrevocable offer ("Divestiture Offer") to sell such Merchant Business to the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount Purchaser at a price equal to $1,343,160 the Divestiture Price and upon the same terms and conditions as the terms and conditions contained in the Divestiture Notice (subject to the provisions of clause (B) below). At any time within 30 days after the date of receipt by the Purchaser of such Divestiture Notice (the “LOC Amount”"Divestiture Determination Period"), subject the Purchaser shall have the option to reduction during exercise its right to purchase such Merchant Business (A) at the Lease Term Divestiture Price and on the same terms and conditions as set forth in Section 3.02(gthe Divestiture Offer or (B) belowif the Divestiture Offer includes any consideration other than cash, at the equivalent cash price as determined in good faith by the Seller. The LOC shall be in substantially During the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoingDivestiture Determination Period, the LOC must permit Landlord Seller shall enable the Purchaser to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers conduct its own due diligence investigation of the LOC by Landlord such Merchant Business in connection with any salethe Divestiture Offer. If the Purchaser has not given notice of its intention to exercise such right to purchase such Merchant Business within the Divestiture Determination Period or the parties have not, assignmentafter negotiating in good faith, mortgage, encumbrance, or other transfer or disposition (“Transfer”) entered into a binding agreement of purchase and sale for such Merchant Business within such 60 days of the Premises and this Lease (except Purchaser's response to the Divestiture Notice, the Seller shall be free to effect such Divestiture with a third party purchaser on terms that are substantially the same in all material respects as required by Lender)the terms set forth in the Divestiture Notice. In the event that any transfer fee or other consideration is to be charged by of a breach of the LOC Bank in connection with such Transferforegoing covenant, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord Purchaser shall have the right right, in addition to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) any remedies that may be available, to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return obtain specific performance of the LOC and/or the LOC Security Depositterms of this covenant.

Intentionally Deleted. b(3) that if the Tenant shall, within ten (10) business days following requests the mutual execution and delivery Landlord's consent to an assignment of this LeaseLease or to a subletting, cause franchising, licensing, parting with or sharing possession of the whole or any part of the Premises to be delivered or with any person, firm or corporation the Tenant shall submit to the Landlord the Security Deposit name of the proposed assignee, subtenant, franchisee, licensee, or other person and such information as to the nature of its business and its financial responsiblitity and standing as the Landlord may reasonably require. Upon the receipt of such request and information from the Tenant the Landlord shall have the right, exercisable in form writing within fourteen (14) days after such receipt, to cancel and terminate this Lease if the request is to assign this Lease or to sublet, franchise, license or otherwise part with or share possession of an “ever-green” unconditionalall the Premises or, irrevocable letter if the request is to assign, sublet, franchise, license or other part with or share possession of credit (“LOC”) naming Landlord a portion of the Premises only, to cancel and terminate this Lease with respect to such portion, in each case as beneficiary and in an original amount equal to $1,343,160 (of the “LOC Amount”), subject to reduction during the Lease Term as date set forth in Section 3.02(g) below. The LOC Landlord's notice of exercise of such right, which shall be neither less than sixty (60) nor more than one hundred and twenty (120) days' following the service of such notice. If the Landlord shall exercise such right the Tenant shall surrender possession of the entire Premises or the portion which is the subject of the right, as the case may be, on the date set forth in substantially such notice in accordance with the form attached hereto as Exhibit “G” and provision of this Lease relating to surrender of the Premises at the expiration of the Term. If this Lease shall be issued cancelled as to a portion of the Premises only, the rent payable by a bank selected by the Tenant and acceptable under this Lease shall be abated proportionately. If the Landlord shall not exercise the right to cancel this Lease as above provided after the receipt of the Tenant's written request, the Landlord, which approval 's consent to such request shall not be unreasonably withheld withheld. In no event shall any assignment, subletting, franchising, licensing or delayed (otherwise parting with or sharing possession to which the “LOC Bank”). Without limiting Landlord may have consented or for which the foregoingLandlord's consent is not required, release or relieve the LOC must permit Landlord Tenant from its obligations fully to make partial draws on perform all the LOC by sight draftterms, covenants, and must expressly permit one or more transfers conditions of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is on its part to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositperformed.

Intentionally Deleted. b7(i) Tenant shall, within ten Use of Proceeds. (10i) business days following The proceeds of all Tranche A Loans shall --------------- be used by the mutual execution and delivery Companies solely for the purposes of this Lease, cause acquiring Eligible A/B Mortgage Loans to be delivered to Landlord held for sale by the Security Deposit in form Companies and of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC originating Warehousing Loans which Warehousing Loans shall be in substantially secured by Mortgage Loans pledged by sub-borrowers to the form attached hereto as Exhibit “G” and Companies; (ii) the proceeds of all Tranche B Loans shall be issued used by a bank selected the Companies solely for the purpose of acquiring or retaining Eligible A/B Mortgage Loans to be held for investment by Tenant the Companies; (iii) the proceeds of all Tranche C Loans shall be used by the Companies solely for the purpose of acquiring and acceptable to Landlordmaintaining Servicing Contracts and Master Servicing Contracts; (iv) the proceeds of all Tranche D Loans shall be used by the Companies solely for the purpose of originating Construction Loans, which approval Construction Loans shall not be unreasonably withheld secured by mortgages or delayed deeds of trust from sub-borrowers in favor of the Companies with respect to the real property and improvements being pledged and constructed with the proceeds thereof; (v) the “LOC Bank”). Without limiting proceeds of all Tranche E Loans shall be used by the foregoingCompanies solely for the purpose of originating Servicing Loans, which Servicing Loans shall be secured by the servicing rights and servicing receivables pledged by sub-borrowers to the Companies; (vi) the proceeds of all Tranche F Loans shall be used by the Companies solely for the purpose of originating Foreclosure/Repurchase Loans, which Foreclosure/Repurchase Loans shall be secured by the Foreclosure Mortgage Loans and Repurchase Mortgage Loans pledged by sub-borrowers to the Companies; and (vii) the proceeds of all Tranche G Loans shall be used by the Companies solely for the purpose of repaying to the L/C Bank the amount of any unrepaid L/C Drawings; provided, however, that so long as -------- ------- the aggregate principal amount of outstanding Tranche A Loans, Tranche B Loans, Tranche C Loans, Tranche D Loans, Tranche E Loans and Tranche F Loans is less than the Aggregate Collateral Value of the Borrowing Base, the LOC must permit Landlord to make partial draws on Companies may use the LOC by sight draftproceeds of any Tranche A Loans, and must expressly permit one Tranche B Loans, Tranche C Loans, Tranche D Loans, Tranche E Loans or more transfers Tranche F Loans for any general corporate purpose of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositCompanies.

Intentionally Deleted. b(c) Tenant shall, within ten Landlord shall not carry any insurance on Tenant’s Removable Property or on the Improvements (10) business days following the mutual execution and delivery of including without limitation any Landlord’s Work performed in connection with this Lease, cause to be delivered to Landlord the Security Deposit in form ) that constitute part of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary Tenant’s Restoration Work and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld obligated to repair or delayed replace Tenant’s Removable Property or such Improvements (whether or not installed by or at the “LOC Bank”expense of Landlord). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant’s Removable Property and any Improvements. Tenant shall notify Landlord promptly of any casualty in the Premises. In the event of a partial or total destruction of the Premises, Tenant shall as soon as practicable (but no later than five (5) Business Days after receiving a notice from Landlord) remove any and all of Tenant’s Removable Property from the Premises or the portion thereof destroyed, as the case may be, and if Tenant does not promptly so remove Tenant’s Removable Property, Landlord, at Tenant’s expense, may discard the same or may remove Tenant’s Removable Property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the same at either public auction or private sale, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by Tenant to Landlord, with any balance remaining to the paid to Tenant; if the expenses of such transferee removal, storage and sale shall exceed the proceeds of any sale, Tenant shall pay such excess to Landlord upon demand. Tenant shall be solely responsible for arranging for any visits to the Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the removal of Tenant’s Removable Property by Tenant or mortgagee Landlord, as provided in this Section 11.2(c), or the performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant in the event that Tenant fails to do so. Tenant shall promptly permit Landlord access to the Premises for the return purpose of performing Landlord’s Restoration Work and, if applicable, the LOC and/or the LOC Security DepositSpecified Restoration Work.

Intentionally Deleted. b(i) Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause With respect to be delivered to Landlord the any Security Deposit in form of an “ever-green” unconditional, irrevocable letter Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (“LOC”i) naming Landlord as beneficiary and in an if the same are assignable, deliver to Buyer at the Closing such original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld letters of credit or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draftnon-cash security deposits, and must expressly permit one execute and deliver such other instruments as the issuers of such letters of credit or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank non-cash security deposits shall reasonably require in connection with such Transferassignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the amount thereof Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall be paid by Landlord execute and must be stated as a not to exceed dollar sum and must be deliver at the Closing an appropriate agreement (in form reasonably acceptable to Landlordboth parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). The LOC shall be maintained in effectNotwithstanding the foregoing, whether through renewalSeller agrees that, amendment, extension or replacement from if after the date Closing and prior to the issuance of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit amendment to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit which names the Buyer as the beneficiary thereunder, or otherwise will accept draws after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by Federal Express or other reputable overnight carriersthe issuing bank of the letters of credit to Buyer, has Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit rating and financial condition reasonably acceptable to Landlorddeliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay Seller's successors and assigns, from and against all costsclaims, expensesdamages, pointslosses, liabilities and fees incurred by Tenant in obtaining the LOCexpenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent obligations of Landlord. Tenant acknowledges that Landlord has the right Seller referred to transfer or mortgage its interest in the Projectpreceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the PremisesNew York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the Building due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in this Lease and Tenant agrees that order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit a manner not otherwise provided for herein). (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.2)

Intentionally Deleted. b(c) If Tenant shalldesires to transfer an interest in this Lease, within ten it shall first notify Landlord of its desire and shall submit in writing to Landlord: (10i) the name and address of the proposed transferee; (ii) the nature of any proposed subtenant's or assignee's business days following to be carried on in the mutual execution Premises; (iii) the terms and delivery provisions of any proposed sublease or assignment; and (iv) any other information requested by Landlord and reasonably related to the transfer. Except as provided in Section (d) of this Section, Landlord shall not unreasonably withhold its consent, provided: (1) the use of the Premises will be consistent with the provisions of this Lease and with Landlord's commitment to other tenants of the Building and Project; (2) seventy-five percent (75%) of any profit received by the Tenant from the assignment or subletting, whether during or after the Term of this Lease, cause to shall be delivered paid to Landlord when received; (3) any proposed subtenant or assignee demonstrates that it is financially responsible by submission to Landlord of all reasonable information as Landlord may request concerning the Security Deposit proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a date within ninety (90) days of the request for Landlord's consent and statements of income or profit and loss of the proposed subtenant or assignee for the two-year period preceding the request for Landlord's consent; (4) any proposed subtenant or assignee demonstrates to Landlord's reasonable satisfaction a record of successful experience in form business; (5) the proposed assignee or subtenant is not an existing tenant of an “ever-green” unconditionalthe Building or Project (except that this clause (5) shall not apply if Landlord does not have sufficient available space to accommodate the expansion requirement of that existing tenant); and (6) the proposed transfer will not impose additional burdens or adverse tax effects on Landlord. If Landlord consents to the proposed transfer, irrevocable letter Tenant may within ninety (90) days after the date of credit (“LOC”) naming Landlord as beneficiary and the consent affect the transfer upon the terms described in an original amount equal the information furnished to $1,343,160 (Landlord; provided that any material change in the “LOC Amount”), terms shall be subject to reduction during the Lease Term Landlord's consent as set forth in Section 3.02(g) belowthis Section. The LOC Landlord shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld approve or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with disapprove any sale, assignment, mortgage, encumbrance, or other requested transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is within thirty (30) days following the date receipt of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, 's written request and the deposits of which are insured by the Federal Deposit Insurance Corporationinformation set forth above. Tenant shall pay all costs, expenses, points, to Landlord a transfer fee of Five Hundred Dollars ($500) if and fees incurred when any transfer requested by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositis approved.

Intentionally Deleted. b) The mere occupation of all or part of the Leased Premises or Landlord's tolerance thereof, the payment of any amount by the proposed Transferee to Landlord, or the consent to any previous Transfer shall not constitute a waiver of Tenant's obligation to obtain Landlord's consent to any Transfer, nor will any of the foregoing be construed to constitute a consent by Landlord to the proposed Transfer. Nevertheless, whether or not Landlord consents to any Transfer, it may collect rent or other amounts from any proposed Transferee and apply the said amount to the amounts payable under this Lease, without in any manner prejudicing any of its rights. Notwithstanding any such Transfer consented to by the Landlord, no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the requirements contained herein or a release of the Tenant shallfrom the further performance by the Tenant of the obligations on the part of the Tenant herein contained and the Tenant shall be jointly and severally liable with the Transferee for all of the Tenant's obligations stipulated in the Lease and shall not be released from performing any of the obligations under the Lease during the Term. In addition to any of the requirements stipulated herein, within ten (10) business days following Landlord's consent to the mutual execution Transfer is conditional upon Tenant and delivery Transferee signing with Landlord a document prepared by Landlord evidencing such Transfer, and Tenant undertakes to cause the Transferee to promptly sign said document in which Transferee shall agree to be bound directly with Landlord to all of the obligations contained in this Lease as if such Transferee had originally [ILLEGIBLE] provide that the Tenant transfers to the Transferee any rights it may have with respect to the Deposit retained by Landlord pursuant to this Lease and Tenant renounces all of its rights thereto. In addition thereto, the Transferee may be required by Landlord to supplement any security deposit given in this Lease. Should the Minimum Net Net Rental per square foot to be paid by a Transferee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, then Tenant shall pay to Landlord monthly, as Additional Rental, the amount of or an amount equivalent to such excess. Notwithstanding anything contained in this Article, the Tenant may sublet the Leased Premises or assign the Lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such sub-tenant or assignee shall remain bound jointly and severally with the Tenant for all the terms and covenants of this Lease, cause and provided further that Tenant shall notify Landlord in writing prior to be delivered such sublet or assignment. Upon the execution of this Lease and upon each succeeding anniversary date or at any sooner time requested by the Landlord, the Tenant shall deliver to the Landlord a statement, certified as being true and correct and verified by the Security Deposit in form corporate secretary, showing the names of an “ever-green” unconditional, irrevocable letter all existing shareholders of credit (“LOC”) naming Landlord record and their respective ownership interests as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowat that date. The LOC shall be in substantially Tenant shall, at the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to request of the Landlord, make available to the Landlord for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this Article. If any shareholder of the Tenant shall, after the request of the Landlord to do so, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such shareholder or other credible person, which approval shall not be unreasonably withheld data, alone or delayed (with other data show the “LOC Bank”). Without limiting the foregoingapplicability or inapplicability of this paragraph, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and may terminate this Lease (except as required by Lender). In giving the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date Tenant prior written notice of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposittermination.

Intentionally Deleted. b) The mere occupation of all or part of the Leased Premises or Landlord's tolerance thereof the payment of any amount by the proposed Transferee to Landlord, or the consent to any previous Transfer shall not constitute a waiver of Tenants obligation to obtain Landlord's consent to any Transfer, nor will any of the foregoing be construed to constitute a consent by Landlord to the proposed Transfer. Nevertheless, whether or not Landlord consents to any Transfer, it may collect rent or other amounts from any proposed Transferee and apply the said amount to the amounts payable under this Lease, without in any manner prejudicing any of its rights. Notwithstanding any such Transfer consented to by the Landlord, no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the requirements contained herein or a release of the Tenant shallfrom the further performance by the Tenant of the obligations on the part of the Tenant herein contained and the Tenant shall be jointly and severally liable with the Transferee for all of the Tenant's obligations stipulated in the Lease and shall not be released from performing any of the obligations under the Lease during the Term. In addition to any of the requirements stipulated herein, within ten (10) business days following Landlord's consent to the mutual execution Transfer is conditional upon Tenant and delivery Transferee signing with Landlord a document prepared by Landlord evidencing such Transfer, and Tenant undertakes to cause the Transferee to promptly sign said document in which Transferee shall agree to be bound directly with Landlord to all of the obligations contained in this Lease as if such Transferee had originally executed this Lease as Tenant. The above-mentioned document shall further provide that the Tenant transfers to the Transferee any rights it may have with respect to the Deposit retained by Landlord pursuant to this Lease and Tenant renounces all of its rights thereto. In addition thereto, the Transferee may be required by Landlord to supplement any security deposit given in this Lease. Should the Minimum Net Net Rental per square foot to be paid by a Transferee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, then Tenant shall pay to Landlord monthly, as Additional Rental, the amount of or an amount equivalent to such excess. Notwithstanding anything contained in this Article, the Tenant may sublet the Leased Premises or assign the Lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such sub-tenant or assignee shall remain bound jointly and severally with the Tenant for all the terms and covenants of this Lease, cause and provided further that Tenant shall notify Landlord in writing prior to be delivered such sublet or assignment. Upon the execution of this Lease and upon each succeeding anniversary date or at any sooner time requested by the Landlord, the Tenant shall deliver to the Landlord a statement, certified as being true and correct and verified by the Security Deposit in form corporate secretary, showing the names of an “ever-green” unconditional, irrevocable letter all existing shareholders of credit (“LOC”) naming Landlord record and their respective ownership interests as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowat that date. The LOC shall be in substantially Tenant shall, at the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to request of the Landlord, make available to the Landlord MONTREAL INDUSTRIAL LEASE PAGE 21 for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this Article. If any shareholder of the Tenant shall, after the request of the Landlord to do so, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such shareholder or other credible person, which approval shall not be unreasonably withheld data, alone or delayed (with other data show the “LOC Bank”). Without limiting the foregoingapplicability or inapplicability of this paragraph, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and may terminate this Lease (except as required by Lender). In giving the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date Tenant prior written notice of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposittermination.

Intentionally Deleted. b(d) Tenant At the time of and in addition to the monthly installments of principal and/or interest due under the Note, Grantor shall pay to Beneficiary monthly deposits in the amount of the TI and Leasing Reserve Monthly Payment for approved tenant improvements and leasing commissions (such payments shall be referred to as the "TI AND LEASING RESERVE"). The TI and Leasing Reserve may be commingled with the general funds of Beneficiary and such TI and Leasing Reserve shall not constitute trust funds. The funds contained in the TI and Leasing Reserve shall bear interest for the benefit of Grantor at the rate of interest which is the lower of (i) the amount paid from time to time by Beneficiary on commercial money market accounts; or (ii) the return on permitted investments to be made with the funds by any third party servicer, rating agency or loan purchaser, and all such interest shall be added to and become part of the TI and Leasing Reserve, provided Beneficiary shall make no representation or warranty as to the actual rate of interest. The funds contained in the TI and Leasing Reserve shall be disbursed to Grantor solely to pay for tenant improvements and leasing commissions due pursuant to leases entered into in accordance with the requirements of PARAGRAPH 7 hereof or otherwise approved by Beneficiary, but only when the tenants under such leases are in occupancy, open for business, and paying full contractual rent without any right of offset or rent abatement. Beneficiary shall make disbursements from the TI and Leasing Reserve for the actual cost of such approved tenant improvements and leasing commissions upon Grantor's providing Beneficiary with receipts, invoices, lien waivers, photographs and other documentation deemed necessary by Beneficiary to insure that the work and/or materials related to the requested disbursement have been completed and/or provided, with minimum draws of $10,000.00, which shall occur no more frequently than once per month. Upon the Maturity Date, the moneys then remaining on deposit with Beneficiary or its agent shall, within ten (10) business days following at Beneficiary's option, be applied against the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowIndebtedness. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by Grantor hereby grants Beneficiary a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its first priority security interest in the Project, the Premises, the Building TI and in this Lease Leasing Reserve and Tenant agrees that shall execute any other documents and take any other actions necessary to provide Beneficiary with such a perfected security interest in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, TI and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositLeasing Reserve.

Intentionally Deleted. 31A. NON-DISTURBANCE AGREEMENTS, USE OF RENT AND TENANT FINANCING Landlord agrees (a) to use commercially reasonable efforts to obtain non-disturbance agreements from holders of any mortgages which may now or hereafter affect this Lease or the Property, which non-disturbance agreements shall provide that, in the event of foreclosure, such mortgagee(s) shall abide by such leases and permit the Tenant to continue possession and quiet enjoyment of the Property, and (b) Tenant shall, within ten (10) business days following not to seek a modification of any mortgage or any other document that would result in the mutual execution and delivery elimination of this Lease, cause to be delivered to Landlord the Security Deposit a non-disturbance provision or agreement then in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender)existence. In the event that any transfer fee the Landlord is unable, prior to, May 31, 1997 to obtain each such non-disturbance agreement on terms reasonably satisfactory to the Tenant, the Landlord agrees to meet and confer with the Tenant as to the status of negotiations with the mortgagees and to discuss and pursue mutually agreeable procedures for obtaining such non-disturbance agreements. Landlord hereby covenants and agrees that unless and until Landlord has obtained for the benefit of Tenant a non-disturbance agreement from each holder of a mortgage which now or other consideration is to be charged hereafter affect this Lease or the Property, the Landlord shall apply all rent payments made by the LOC Bank Tenant under this Lease to the extent necessary to satisfy all monthly monetary obligations under the mortgages as they become due. generality of the foregoing, Landlord agrees to enter, with respect to any Subsequent Financing, into an agreement in connection with such Transferform and substance similar to the Intercreditor Agreement pursuant to which Landlord's hypothec, the amount thereof if any, shall be paid by Landlord and must be stated as a not subordinate to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination lien of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositSubsequent Financier.

Intentionally Deleted. b(c) Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers 6 of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of Distribution Agreement is hereby amended to add the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated following as a not new subsection (z) thereof: Supplier's obligations relating to exceed dollar sum net behind lease variances and must be reasonably acceptable the Supplier Loss Pools under Exhibit C to Landlord. The LOC the Second Amendment to this Agreement shall be maintained in effect, whether through renewal, amendment, extension or replacement from continue beyond the date of delivery thereof through the date which is thirty (30) days following Fourth Amendment to this Agreement including, without limitation, obligations, if any, relating to customers who are non- compliant under the terms of their AdNow leases as of the date of expiration the Fourth Amendment to this Agreement (except that all behind lease variances or earlier any other amounts for which Supplier may be responsible under such Exhibit C and all ahead lease variances incurred or arising prior to the Fourth Amendment to this Agreement, unless otherwise provided in such Fourth Amendment or the Settlement Agreement, are released under the Settlement Agreement). Nothing in the Settlement Agreement or the Fourth Amendment to this Agreement shall reduce the amount available in any Supplier Loss Pool (as defined in Exhibit C to the Second Amendment to this Agreement). Distributor acknowledges that, after the consummation of a Third Party Transaction or the assignment to Supplier of the reagent or consumable portion of Valid Active AdNow Leases and Valid Inactive AdNow Leases pursuant to the terms of Section 9(e)(i), Distributor will no longer -------------- have any right to claim funds from the Supplier Loss Pools for the AdNow leases subject to such Third Party Transaction or assignment; provided that -------- on and after the effective date of any termination of the Lease. Within thirty (30) days following Agency Agreement Distributor's right to claim funds from the date of expiration or earlier termination of this Lease, Landlord shall return Supplier Loss Pools will be reinstated for such AdNow leases although Distributor may only claim funds from the LOC and any remaining balance of Supplier Loss Pools after the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office funds in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable escrow account established pursuant to Landlord, and the deposits of which are insured by the Federal Deposit Insurance CorporationSection 9(e)(vi) have been fully depleted. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.---------------

Intentionally Deleted. b) Tenant shall, within ten (10) business days following 12.16 If the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld recover or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) come into possession of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from before the date of delivery thereof through herein fixed for the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return have the LOC right, at its option, to take over any and all subleases or sublettings of the Premises or any remaining part thereof made by Tenant and to succeed to all the rights of said subleases and sublettings or such of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases and sublettings as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or re-entry by Landlord hereunder or if Landlord shall otherwise succeed to Tenant's estate in the Premises, at which time Tenant shall upon request of Landlord, execute, acknowledge and deliver to Landlord such further instruments of assignment and transfer as may be necessary to vest in Landlord the then existing subleases and sublettings. Every subletting hereunder is subject to the condition and by its acceptance of and entry into a sublease, each subtenant thereunder shall be deemed conclusively to have thereby agreed from and after the termination of this Lease or re-entry by Landlord hereunder of or if Landlord shall otherwise succeed to Tenant's estate in the Premises, that such subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, such subtenant shall be bound to Landlord for the balance of the LOC term of such sublease and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not (i) be liable for any previous act, omission or Security Deposit negligence of Tenant under such sublease. (ii) be subject to Tenant. A LOC Bank any counterclaim, defense or offset, (iii) be bound by any previous modification or amendment of such sublease (unless Landlord shall have expressly consented to such modification or amendment) or by any previous prepayment of more than one (1) month's rent and additional rent which shall be a bank that accepts deposits, maintains accounts and has an office payable as provided in the Fairfieldsublease, California area that will negotiate a letter of credit (iv) be obligated to repair the subleased space or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Landlord, (v) be obligated to repair the subleased space or the Building or any such transfer or mortgagepart thereof, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of partial condemnation beyond such Transferrepair as can reasonably be accomplished from the net proceeds of any award actually made available to Landlord as consequential damages allocable to the part of the subleased space or the Building not taken or (vi) be obligated to perform any work in the subleased space of the Building or to prepare them for occupancy beyond Landlord's obligations under this Lease, and the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall look solely be deemed automatically upon and as a condition of occupying or using the Premises or any part thereof, to such transferee or mortgagee for the return have given a waiver of the LOC and/or type described in and to the LOC Security Depositextent and upon the conditions set forth in this Article 12.

Intentionally Deleted. b11.18 Merger of Loan and Loan Documents into Foreclosure Judgment (if any). Notwithstanding anything contained in this Agreement or the Assignment Agreement to the contrary, to the extent that a Foreclosure Judgment exists, Buyer acknowledges that (i) Tenant shallthe Loan and the Loan Documents may have merged with the Foreclosure Judgment and that Buyer is assuming all risk with respect to the same, within ten (10ii) business days following all references in this Agreement or the mutual execution and delivery Assignment Agreement including, without limitation, all closing documents delivered by Seller or Option Assignor to Buyer pursuant to the terms of this LeaseAgreement and the Assignment Agreement, cause respectively (collectively, the “Loan Assignment Documents”) with respect to be delivered to Landlord the Loan, the Note, the Security Deposit in form Instrument and/or the Loan Documents are made only to the extent that the Loan and the Loan Documents have not merged with the Foreclosure Judgment, (iii) Buyer, by its acceptance of an “ever-green” unconditionalthe Loan Assignment Documents at Closing, irrevocable letter acknowledges and agrees that the Loan Assignment Documents are made only to the extent that the Loan Documents have not merged with the Foreclosure Judgment, and (iv) the assignment of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), Foreclosure Judgment is being made subject to reduction during Borrower Redemption Rights notwithstanding anything in the Lease Term as set forth in Section 3.02(g) belowAssignment of Judgment or Assignment of Sheriffs Deed to the contrary. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting Notwithstanding the foregoing, the LOC must permit Landlord it is Seller’s intention to make partial draws on the LOC by sight draft, assign to Buyer any and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event all interests that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E it may have in the FairfieldLoan Documents and Seller hereby acknowledges and agrees that once Closing occurs, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC it shall not be mortgaged, assigned or encumbered in retain any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the ProjectLoan Documents and, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event extent that any reversionary rights arise as a result of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return an appeal of the LOC and/or Foreclosure Judgment, Seller hereby assigns the LOC Security Depositsame to Buyer. This provision shall survive the Closing.

Intentionally Deleted. 4. Subject to the provisions of the last sentence of this Section, the Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties and/or guarantors or any other accommodation parties, under any statutory provisions, common law or any other provision of law, custom or practice, and agrees not to assert or take advantage of any such rights or remedies including, but not limited to, (a) any right to require the Lessor to proceed against the Lessee or any other person or to proceed against or exhaust any security held by Lessor at any time or to pursue any other remedy in the Lessor’s power before proceeding against the Guarantor; (b) Tenant shallany defense that may arise by reason of incapacity, within ten lack of authority, insolvency, bankruptcy, death or disability of any other person or persons or the failure of the Lessor to file or enforce a claim against the estate (10in administration, bankruptcy or any other proceeding) business days following of any other person or persons; (c) any defense arising because of the mutual execution Lessor’s election, if any proceeding instituted under the Federal Bankruptcy Code, together with all amendments and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 revisions thereto (the “LOC AmountBankruptcy Code”), subject of the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code; and (e) any duty on the part of Lessor to reduction during disclose to Guarantor any facts Lessor may now or hereafter know about Lessee, regardless of whether Lessor has reason to believe that any such facts materially increase the Lease Term as set forth in Section 3.02(g) belowrisk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that the undersigned is fully responsible for being and keeping informed of the financial condition of Lessee and of all circumstances bearing on the risk of non-payment or non-performance of any obligations or indebtedness hereby guaranteed. The LOC Guarantor hereby waives all notices of acceptance of this Guaranty, protest, notice of intention to accelerate (and notice of such acceleration), demand and dishonor, presentment, and all other demands of any kind now or hereafter provided for by any statute or rule of law. Notwithstanding anything to the contrary in this Guaranty, the Guarantor shall be in substantially the form attached hereto have as Exhibit “G” a defense to payment or performance hereunder each and shall be issued by a bank selected by Tenant every defense, real and acceptable to Landlordpersonal, which approval the Lessee may have to the payment or performance under the Lease, it being the intention of the Guarantor and the Lessor that the Guarantor’s obligations hereunder shall not be unreasonably withheld greater, more burdensome or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement otherwise different from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of Lessee’s obligations under the Lease. Within thirty (30) days following Guarantor agrees that notwithstanding the date of termination, cancellation, satisfaction or expiration or earlier termination of this LeaseGuaranty, Landlord shall should Lessor be required to return the LOC and to Lessee any remaining balance of the LOC sums previously paid by Lessee by a bankruptcy court or Security Deposit to Tenant. A LOC Bank a receiver in a receivership action, this Guaranty shall be a bank that accepts deposits, maintains accounts revived and has an office shall continue to be in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating force and financial condition reasonably acceptable to Landlord, effect with Lessor having all lights granted hereunder and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay Guarantor all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositobligations imposed hereby.

Intentionally Deleted. b) Tenant Upon the occurrence of a default, breach, or an Event of Default under this Note and/or any documents executed in connection therewith that secure this Note or any other documents or agreements executed by Borrower in connection with the indebtedness evidenced by this Note, all of the indebtedness evidenced by this Note and remaining unpaid balances of interest and expenses shall, within ten (10) business days following at the mutual execution option of the Lender and delivery of this Leasewithout demand or notice, cause become immediately due and payable and Lender shall be permitted to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as exercise any rights or remedies set forth in Section 3.02(g) belowthis Note. This Note may also be declared due at the option of the Lender prior to its expressed maturity at the time, upon the terms and in the manner provided in this Note. Failure to exercise any such option shall not constitute a waiver of the right to exercise any such option if the Borrower is in default hereunder. Time is of the essence of this Note and all other obligations of the Borrower to the Lender or any of its affiliates. Borrower waives demand, presentment for payment, notice of dishonor, protest and notice of protest, and expressly agrees that this Note and any payment coming due under it may be extended from time to time without in any way affecting their liability hereunder. This Note shall be binding upon the Borrower’s heirs, personal representatives, successors, and assigns. Lender may renew this Note or reduce the payments thereon and any such renewal or reduction shall not release Borrower from liability. The LOC rights or remedies of the Lender as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together. Notwithstanding anything herein to the contrary, no provision contained herein which purports to obligate Borrower to pay any amount of interest or any fees, costs or expenses which are in substantially excess of the form attached hereto as Exhibit “G” and maximum permitted by applicable law, shall be issued by a bank selected by Tenant and acceptable effective to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting extent that it requires the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers payment of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, interest or other transfer or disposition (“Transfer”) sums in excess of the Premises and this Lease (except as required by Lender)such maximum. In the event that Borrower shall at any transfer fee time following the date hereof pay any amount of interest or other consideration is any fees, costs or expenses which are in excess of the maximum permitted by applicable law, such overpayments shall be deemed to be charged loans from Borrower to the Lender, which loans shall be due and payable by the LOC Bank in connection Lender upon demand by Borrower together with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement interest from the date or dates of delivery thereof through such overpayments calculated at the date which same rate as Borrower is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of required to pay under this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to LandlordNote, and the deposits repayment of which are insured such loans by the Federal Deposit Insurance Corporation. Tenant Lender shall pay all costs, expenses, points, and fees incurred by Tenant be the sole remedy at law or in obtaining the LOCequity of Borrower for such overpayments. The LOC shall not person executing this Note for and on behalf of Borrower hereby certifies that he is duly empowered by the Borrower and has been duly authorized by all necessary action on the part of Borrower to execute and deliver this Note for and on behalf of the Borrower. This Note may be mortgaged, assigned or encumbered transferred, in whole or in part, by Lender to any manner whatsoever by Tenant person at any time without notice to or the consent of Borrower. Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of LandlordLender. Tenant acknowledges that Landlord has This Note shall inure to the right benefit of and be binding upon the parties hereto and their permitted assigns. THIS NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA APPLICABLE TO CONTRACTS MADE BY AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Borrower hereby irrevocably consents to transfer the exclusive jurisdiction of any state or mortgage its interest federal court in the Projectcounty or judicial district of St. Xxxxxx County, the Premises, the Building and Indiana; provided that nothing contained in this Lease Note will prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against Borrower, against any security or against any property of Borrower within any other county, state or other foreign or domestic jurisdiction. Borrower acknowledges and Tenant agrees that the venue provided above is the most convenient forum for both Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note or in the event of any such transfer or mortgagePurchase Agreement. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgageeTHE PURCHASE AGREEMENT AND ANY AMENDMENT, and in the event of such TransferINSTRUMENT, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security DepositDOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Intentionally Deleted. b) Tenant shallK. Exercise all other remedies available to Landlord at law or in equity (including, within ten (10) business days following the mutual execution without limitation, injunctive and delivery other extraordinary remedies). For purposes of this Section, "Damages" includes, without limitation, all actual, incidental, and or consequential damages, court costs, interest, and attorneys' fees incurred by Landlord and arising from Tenant's breach of this Lease, cause to be delivered to Landlord including, without limitation, the Security Deposit in form cost of an “ever(A) recovering possession of the Demised Premises, (B) removing and storing Tenant's and any other occupant's property, (C) re-green” unconditionalletting the Demised Premises, irrevocable letter including, without limitation, the costs of credit brokerage commissions and cleaning, make-ready, or repairing the Demised Premises for a substitute tenant or tenants, (“LOC”D) naming collecting any money owed by Tenant or a substitute tenant, (E) repairing any damage caused by any Tenant Persons, (F) performing any obligation of Tenant under the Lease, and (G) any other loss or cost incurred by Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”)a result of, subject to reduction during or arising from, Tenant's breach of the Lease Term as set forth in Section 3.02(g) belowor Landlord's exercise of its rights and remedies for such breach. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Unless Landlord delivers signed, written notice thereof to Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers explicitly accepting surrender of the LOC by Landlord in connection with any saleDemised Premises, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier providing for termination of this Lease, or evicting Tenant, no act or omission by Landlord or Airport Manager or their respective officials, officers, employees, or agents will constitute Landlord's acceptance of surrender of the Demised Premises, termination of Lease, or an actual or constructive eviction of Tenant (including, without limitation, Tenant's delivery of keys to any of Landlord's or Manager's officials, officers, employees, or agents or Landlord's repossession, reentry, or reletting of the Demised Premises). Pursuit of any of the foregoing rights or remedies by Landlord shall return the LOC and not preclude Landlord’s pursuit of any remaining balance of the LOC other rights or Security Deposit to Tenant. A LOC Bank remedies herein provided or any other rights or remedies provided by law, in equity, or otherwise, nor shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event pursuit of any such transfer right or mortgage, remedy herein provided constitute a forfeiture or waiver of any Rent due to Landlord shall have the right hereunder or of any damages accruing to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return Landlord by reason of the LOC and/or violation of any of the LOC Security Depositterms, conditions and covenants herein contained.

Intentionally Deleted. b6.7 If on the Closing Date, the state of title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and upon Notice to Purchaser within Seven (7) Tenant shallcalendar days following receipt of such Notice may elect to cure such objection or unfulfilled condition for up to thirty (30) calendar days. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the same by the Closing Date or any postponed Closing Date, or should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before ten (10) business calendar days after Notice of such cure or waiver. 6.8 If Seller does not elect to cure such objection or unfulfilled condition or during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered to Seller and the title company issuing the Title Commitment on or before Seven (7) calendar days following the mutual execution date Seller gives such Notice, then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and delivery quitclaim all of Purchaser's right and interest in such Property to Seller, and the parties hereto shall have no further obligations to each other, except for Purchaser's obligations pursuant to Section 5.3 above, and the Deposit shall be immediately returned to Purchaser. 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance to attach to the Property between the date of this LeasePurchase Contract and the Closing Date; any such monetary lien or encumbrance so attaching by voluntary act of Seller shall be discharged by the Seller at or prior to Closing on the Closing Date or any postponed Closing Date. Except as expressly provided above, Seller shall not be required to undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of money or institute litigation or any other judicial or administrative proceeding and Seller may elect not to discharge the same. 6.10 Anything to the contrary notwithstanding, Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, encumbrance, exception or other matter that is a Permitted Exception, that has been waived or deemed to have been waived by Purchaser. 6.11 Intentionally deleted. 6.12 Purchaser at Purchaser's sole cost and expense, may cause to be delivered to Landlord prepared a survey for the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit Property (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”"Survey"). Without limiting Purchaser at Purchaser's sole cost and expense, may cause to be prepared an environmental report for the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition Property (“Transfer”) of the Premises and this Lease (except as required by Lender"Environmental Report"). In the event the perimeter legal description of the Property contained in the Survey differs from that any transfer fee contained in the deed or other consideration is deeds by which Seller took title to be charged by the LOC Bank in connection with such TransferProperty, the amount thereof latter description shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office used in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable special warranty deed delivered to LandlordPurchaser at Closing, and the deposits of Survey legal shall be used in a quitclaim deed to the Property which are insured by the Federal Deposit Insurance Corporationalso shall be delivered to Purchaser at Closing. Tenant shall pay all costs(a) Should such Survey disclose conditions that give rise to a title exception other than a Permitted Exception, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord Purchaser shall have the right to transfer object thereto within the Feasibility Period in accordance with the procedures set forth in ARTICLE 5 above. (b) Purchaser agrees to make payment in full of all costs of obtaining Surveys required by this Purchase Contract on or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee before Closing or mortgagee, and in the event termination of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.this Purchase Contract. 6.13

Intentionally Deleted. b7.6 (a) Notwithstanding the above restrictions on subletting and assignments, Landlord’s prior consent shall not be required for any assignment or subletting to an Affiliate of Tenant shall(as defined below) or a Parent of Tenant (as defined below), provided (i) that any assignee will be able to satisfy its financial obligations under this Lease, (ii) that any assignee shall take subject to this Lease such that the assignee shall be bound by the terms and conditions of this Lease and all of the obligations and liabilities of Tenant under this Lease so long as the applicable assignee has privity of estate with Landlord with respect to this Lease, (iii) that any assignee or subtenant shall conduct a business which qualifies as a permitted use under this Lease, and (iv) that the character of any assignee or subtenant and the nature of its activities on the Premises and in the Building will not adversely affect other tenants in the Building or impair the reputation of the Building as a first class office building. Tenant shall notify Landlord within ten (10) business days following after such assignment or sublease and deliver to Landlord a certificate executed by Tenant certifying that, with respect to an assignment, the mutual execution assignee or the assignment, as the case may be, satisfies clauses (i), (iii) and delivery (iv) of this LeaseSection 7.6, cause or with respect to be delivered a sublease, the subtenant or sublease satisfies clauses (iii) and (iv) of this Section 7.6, and (B) with respect to an assignment, evidence reasonably satisfactory to Landlord that clause (ii) of this Section 7.6 has been satisfied (the Security Deposit in form of “Notification Requirements”), and if Tenant fails to satisfy the Notification Requirements within such ten (10) business day period and then further fails to satisfy the Notification Requirements within five (5) business days after Tenant has received from Landlord a written inquiry as to whether an “ever-green” unconditionalassignment or subletting under this Section 7.6 has occurred or a written demand from Landlord that Tenant comply with the Notification Requirements, irrevocable letter of credit (“LOC”) naming Tenant shall pay to Landlord liquidated damages, as beneficiary and additional rent, in an original amount equal to One Thousand Dollars ($1,343,160 (1,000) per day until Tenant satisfies the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) belowNotification Requirements. The LOC parties agree that: (i) at Landlord’s sole option, such failure to satisfy timely the Notification Requirements after the expiration of both the ten (10) business day period after the occurrence of the assignment or subletting and the five (5) business day period after Landlord’s written inquiry or demand shall constitute an immediate default by Tenant with no further grace or cure period and (ii) it would be difficult to ascertain Landlord’s actual damages in connection with Tenant’s failure to timely satisfy the Notification Requirements and such liquidated damages are a reasonable estimate of Landlord’s damages and are not a penalty, and shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable addition to Landlord, which approval shall not be unreasonably withheld any other rights or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit remedies of Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of under this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Deposit.

Intentionally Deleted. b8.5.8 Tenant Improvement Allowances, Leasing Commissions and Free Rent. Purchaser shall receive credits against the Purchase Price at Closing equal to (i) Tenant shallthe amount of outstanding tenant improvement allowances currently due and payable by Seller to tenants or licensees and shown as “Seller’s Obligation” on Schedule 8.5.8(i) attached hereto, within ten (10) business days following the mutual execution and delivery as such Schedule may be updated by Seller at Closing in accordance with Section 8.2.1.9 of this LeaseAgreement (but Purchaser shall not receive a credit with respect to any items shown on such schedule as “Purchaser’s Obligation”); (ii) the amount of outstanding brokerage and leasing commissions currently due and payable by Seller to third parties and shown as “Seller’s Obligation” on Schedule 8.5.8(ii) attached hereto, cause as such Schedule may be updated by Seller at Closing in accordance with Section 8.2.1.9 of this Agreement (but Purchaser shall not receive a credit with respect to be delivered any items shown on such schedule as “Purchaser’s Obligation”); and (iii) a portion of the amount of “free rent” available to Landlord tenants under Leases and licensees under Licenses and shown on Schedule 8.5.8(iii) attached hereto which is attributable to the Security Deposit period from and after the Closing Date. If, prior to Closing, Seller pays any tenant improvement allowances or leasing commissions that are designated as “Purchaser’s Obligation” on either Schedule 8.5.8(i) or Schedule 8.5.8(ii) referenced in form of an “ever-green” unconditionalclauses (i) and (ii) above, irrevocable letter of then Seller shall receive a credit (“LOC”) naming Landlord as beneficiary and in an original amount at Closing equal to $1,343,160 such amounts paid by Seller on Purchaser’s behalf. Seller shall receive credits in addition to the Purchase Price at Closing equal to the amount of any tenant improvement allowances, brokerage or leasing commissions, free rent or legal fees which have been paid or otherwise incurred by Seller under any Leases or Licenses (including any amendments to Leases or Licenses) entered into after the “LOC Amount”)Effective Date in accordance with Section 6.1.1 hereof. Notwithstanding anything set forth herein to the contrary, the credit with respect to free rent referenced in clause (iii) above shall be subject to reduction during adjustment only based on Seller’s and Purchaser’s respective periods of ownership of the Lease Term as set forth in Section 3.02(g) belowProperty, and not with respect to amount or any other factor. The LOC From and after Closing, Purchaser shall be in substantially solely responsible for all tenant improvement allowances, all leasing commissions, and all free rent associated with the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoingProperty, the LOC must permit Landlord to make partial draws on Leases and/or the LOC by sight draftLicenses and all costs and expenses associated therewith, and must expressly permit one or more transfers of the LOC by Landlord in connection with any saleincluding, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date without limitation all those for which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has Purchaser received a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositat Closing.

Intentionally Deleted. b(d) Landlord may recover from Tenant, and Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered shall pay to Landlord upon demand, as Additional Rent, such reasonable and actual expenses as Landlord may incur in recovering possession of the Security Deposit Leased Premises, placing the same in form good order and condition and repairing the same for reletting, and all other reasonable and actual expenses, commissions and charges incurred by Landlord in exercising any remedy provided herein or as a result of an “ever-green” unconditional, irrevocable letter any Event of credit Default by Tenant hereunder (“LOC”including without limitation attorneys' fees). Except as provided in Section 9(b) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”or 13(e), subject at any time upon prior notice to reduction during Tenant, Landlord and Lender shall have the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlordright, which approval but shall not be unreasonably withheld required, to pay such sums or delayed (do any act which requires the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC expenditure of monies which may be necessary or appropriate by sight draft, and must expressly permit one or more transfers reason of the LOC by Landlord in connection failure or neglect of Tenant to comply with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and its obligations under this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC Lender shall be maintained in effectnot, whether through renewalhowever, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or otherwise will accept draws by Federal Express or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of exercise any such transfer rights unless the failure or mortgage, Landlord neglect shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgageeripened into an Event of Default), and in the event of the exercise of such Transferright by Landlord or Lender, Tenant agrees to pay to Landlord or Lender forthwith upon demand, as Additional Rent, all such sums including reasonable attorneys fees, together with interest thereon at the Default Rate. statements and other instruments or communications required or permitted to be given pursuant to the provisions of this Lease (collectively "Notice" or "Notices") shall look solely be in writing and shall be deemed to such transferee have been given for all purposes (i) three (3) days after having been sent by United States mail, by registered or mortgagee for certified mail, return receipt requested, postage prepaid, addressed to the return of other party at its address as stated below, (ii) one (1) day after having been sent by Federal Express or other nationally recognized air courier service, to the LOC and/or Addresses stated below or (iii) one (1) day after having been transmitted via facsimile, provided that a conforming signed original is mailed to the LOC Security Deposit.party to receive the notice on the date it is transmitted:

Intentionally Deleted. b) Tenant shall, within ten (10) business days following the mutual execution and delivery of this Lease, cause to be delivered to Landlord the Security Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below24.21. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or delayed (the “LOC Bank”). Without limiting the foregoing, the LOC must permit Landlord to make partial draws on the LOC by sight draft, and must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and this Lease (except as required by Lender). In the event that any transfer fee or other consideration is to be charged by the LOC Bank in connection with such Transfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (30) days following the date of expiration or earlier termination of the Lease's Contribution Toward Tenant's Work. Within thirty (30) days following after the date When Tenant has completed all of Tenant's Work in strict accordance with Exhibit "B" and "B-2" by the Required Completion Date and furnishes evidence reasonably satisfactory to Landlord of such completion and that all of Tenant's Work has been paid for in full and no liens have attached or may attach as the result thereof, provided that Tenant shall not be required to provide lien waivers or other proof as to contractors or materialmen having contracts involving $10,000.00 or less each, and no default in, breach of, or failure to perform, this Lease exists after notice and expiration of the applicable cure period, and Tenant has paid or reimbursed Landlord all amounts owed to Landlord pursuant to this Lease and has opened its store for business and accepted the Premises in writing in a form reasonably prescribed by Landlord or its mortgagee, and has executed such other instruments and documents as are required by Landlord's mortgagee to be executed, Landlord shall pay to Tenant as Landlord's Contribution, if any, for Tenant's Work the sum equal to the lesser of (i) $148,975.00, determined as provided for in Section 2.1 hereof, or (ii) the actual cost of Tenant's Work (excluding trade fixtures, furniture and furnishings or other personal property), and no more, subject to Landlord's right to deduct any Minimum Rent, Percentage Rent, additional rent, expenditures by Landlord pursuant to Section 10.3 of the Lease, or other amounts owed by Tenant to Landlord pursuant to the terms of this Lease as of the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenantpayment. A LOC Bank Landlord's Contribution shall be a bank used only for alterations, improvements, fixtures and equipment that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter become part of credit or otherwise will accept draws by Federal Express attached or other reputable overnight carriers, has a credit rating and financial condition reasonably acceptable affixed to Landlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, but excluding trade fixtures, furniture and furnishings or other personal property. If any portion of Landlord's Contribution is not paid by Landlord to Tenant when due, such sum shall bear interest at the Building and in this Lease and Tenant agrees that in rate of ten percent (10%) per annum from the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) to the transferee or mortgagee, and in the event of such Transfer, Tenant shall look solely to such transferee or mortgagee for the return of the LOC and/or the LOC Security Depositdate due until paid.