Common use of Construction of Lease and Terms Clause in Contracts

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's execution of this Lease. Landlord and Tenant caused this Lease to be executed and delivered by their duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANT: OPUS EAST. L.L.C., a Delaware limited SM&A CORPORATION, liability company a California Corporation By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx Title: President Title: Sr. V.P. & CFO EXHIBIT "A" ----------- DEFINITIONS -----------

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented by, or has been given the opportunity to be represented by by, counsel of its own choosingchoice. and neither of which Neither the Landlord nor Tenant has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must shall be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed this Lease or any earlier draft of the sameprovisions hereof. Landlord's ’s submission of this instrument Lease to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease the Premises and is shall not be effective as a lease or otherwise until both Landlord and Tenant both execute have signed and deliver delivered this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to shall be construed solely as an offer from by Tenant to lease the Premises, executed when signed by Tenant and provided delivered to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced shall exist only upon Landlord’s signature hereon and the delivery by Landlord's execution Landlord of this Lease. Landlord and Tenant caused a fully executed counterpart of this Lease to be executed and delivered by their duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANT: OPUS EAST. L.L.C., a Delaware limited SM&A CORPORATION, liability company a California Corporation By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx Title: President Title: Sr. V.P. & CFO EXHIBIT "A" ----------- DEFINITIONS -----------Tenant.

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's ’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's ’s execution of this Lease. In the event that any provision of this Lease conflicts with any provision of the Work Letter, the provisions of the Work Letter will control. Single Tenant Office Lease Agreement Horizon Health Corporation - 32 Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANT: OPUS EAST. L.L.C.WEST LP, a Delaware limited SM&A partnership By: Opus West Corporation, a Minnesota corporation, its general partner By: Name: Title: TENANT: HORIZON HEALTH CORPORATION, liability company a California Corporation Delaware corporation By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx Title: President Title: Sr. V.P. & CFO Single Tenant Office Lease Agreement Horizon Health Corporation - 33 EXHIBIT "“A" ----------- DEFINITIONS -----------”

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's ’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's ’s execution of this Lease. Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. LANDLORD: 965 Partnership LLP Dated: 12/9/98 LANDLORDJuly 9, 2007 By: Txx Xxxxxxxxx Its: Chief Manager By: /s/ Txx Xxxxxxxxx TENANT: OPUS EAST. L.L.C., a Delaware limited SM&A CORPORATION, liability company a California XATA Corporation By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Mxxx Ties Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx Mxxx Ties Title: President Title: Sr. V.P. & CFO Chief Financial Officer EXHIBIT "A" ----------- DEFINITIONS -----------“1” TO LEASE Definitions

Construction of Lease and Terms. All provisions of this Lease, whether covenants or conditions, are deemed both covenants and conditions. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's ’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's ’s execution of this Lease. Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANTIRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP By: OPUS EAST. L.L.C.IRET, a Delaware limited SM&A CORPORATIONInc., liability company a California Corporation its general partner By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Xxxxx, Xx. Print Name: Xxxxxx X. Xxxxxxxxxx Xxxxx, Xx. Print Title: Senior Vice President DATED: (“Effective Date”) By: /s/ Xxxxxxx X. Xxxxxxxxx Print Name: Xxxxxx Xxxxxxx X. Xxxx Xxxxxxxxx Print Title: Senior Vice President TENANT: MIDWAVE CORPORATION, a Delaware corporation By: /s/ Xxxxx Xxxxxx Print Name: Xxxxx Xxxxxx Print Title: Sr. V.P. & CFO Chief Executive Officer EXHIBIT "A" ----------- DEFINITIONS -----------“1” TO LEASE Definitions

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's execution of this Lease. Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: Date: 8/23/99 OPUS UNION STATION, L.L.C. a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx ---------------------------------------- Xxxxxx X. Xxxxxxx, Vice President TENANT: XXXXXX.XXX, INC., a Delaware corporation By: /s/ Xxxxxx Xxxx, Xx. ---------------------------------------- Xxxxxx Xxxxx, Xx., President and Chief Operating Officer 49. STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that XXXXXX X. XXXXXXX is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Vice President of OPUS EAST. UNION STATION, L.L.C., a Delaware limited SM&A CORPORATIONliability company, liability company a California Corporation Byto be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: August 20, 1999 /s/ Xxxxxx Xxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Name: Xxxxxx ---------------------------------------- (Signature of Notary Public) Xxxxx X. Xxxxxxxxxx Name---------------------------------------- (Printed Name of Notary Public) My Appointment expires 6/15/2002 STATE OF WASHINGTON ) ) ss COUNTY OF KING ) I certify that I know or have satisfactory evidence that XXXXXX XXXXX, XX. is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the President of XXXXXX.XXX, INC., a Delaware corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Xxxxxx August 20, 1999 /s/ Xxxxx X. Xxxx Title: President Title: Sr. V.P. & CFO EXHIBIT "A" ----------- DEFINITIONS -----------Xxxxxxxxxx ---------------------------------------- (Signature of Notary Public) Xxxxx X. Xxxxxxxxxx ---------------------------------------- (Printed Name of Notary Public)

Construction of Lease and Terms. The terms and provisions of this Lease represent are the results result of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by legal counsel and/or Other advisors of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must are to be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of drafted the same. Landlord's ’s submission of this instrument to Tenant in draft or final form for examination or signature by Tenant does not constitute a any reservation of of, or an agreement or option to lease lease, the Premises. When executed by Tenant and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Leasedelivered to Landlord, this Lease is to will be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance Premises on the terms set forth in this Lease. Tenant’s offer to lease may be accepted, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced created, only by Landlord's ’s execution of this LeaseLease and delivery of the fully-executed Lease to Tenant. Once so delivered by Landlord, this Lease shall be deemed effective as of the Effective Date. Landlord and Tenant have each caused this Lease to be executed and delivered by their duly authorized representative representatives. LANDLORD: Effective Date: April 12, 2006 (to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANT: OPUS EAST. L.L.C.completed by Landlord) PC 101, INC., a Delaware limited SM&A CORPORATION, liability company a California Corporation By: corporation By /s/ Xxxxxx JXXX X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ XXXXX Name: Xxxxxx JXXX X. Xxxxxxxxxx XXXXX Title: VICE PRESIDENT TENANT: SXC HEALTH SOLUTIONS, INC., a Texas corporation By /s/ JXXX PACK Name: Xxxxxx X. Xxxx JXXX PACK Title: President Title: Sr. V.P. & SVP CFO EXHIBIT "“A" ----------- DEFINITIONS -----------” DEFINITIONS

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's ’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's ’s execution of this Lease. Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. LANDLORD: Dated: 12/9/98 LANDLORD: TENANT: May 12, 2006 OPUS EAST. REAL ESTATE MINNESOTA II, L.L.C., a Delaware limited SM&A CORPORATION, liability company a California Corporation By: /s/ Xxxxxx Xxxx X. Xxxxxxxxxx Xxx Name: Xxxx X. Xxx Title: Vice President TENANT: HSM ELECTRONIC PROTECTION SERVICES, INC., a Delaware corporation By: Xxxxxx /s/ Xxxxxxx X. Xxxx -------------------------------- ------------------------------ Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxx Title: President Title: Sr. V.P. & CFO EXHIBIT "“A" ----------- DEFINITIONS -----------” DEFINITIONS

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's execution and delivery of this LeaseLease to Tenant. 0000 Xxxx Xxxxxx 20 9/29/04 Office Lease Agreement Landlord and Tenant each caused this Lease to be executed and delivered by their duly authorized representative representatives to be effective as of the Effective Date. DatedLANDLORD: 12/9/98 LANDLORDKNOBBE, MARTENS, XXXXX & BEAR, LLP a California limited liability partnership Date executed by Landlord: By: Name: June , 2007 Title: By: Name: Title: TENANT: OPUS EAST. L.L.C.ECC CAPITAL CORPORATION, a Delaware limited SM&A CORPORATION, liability company a California Corporation Maryland corporation Date executed by Tenant: By: /s/ Xxxxxx X. Xxxxxxxxxx Name: June , 2007 Title: MASTER LESSOR'S CONSENT Master Lessor hereby consents to the subletting of the Premises to Tenant upon the terms and subject to the conditions set forth herein. 2040 MAIN, LLC By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Knobbe, Martens, Xxxxx & Bear, LLP Its Sole Managing Member By: Name: Xxxxxx X. Xxxxxxxxxx Title: By: Name: Xxxxxx X. Xxxx Title: President TitleDated: Sr. V.P. & CFO June , 2007 0000 Xxxx Xxxxxx 21 9/29/04 Office Lease Agreement EXHIBIT "A" ----------- DEFINITIONS -----------DEFINITIONS

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's ’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's ’s execution of this Lease. Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANTIRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP By: OPUS EAST. L.L.C.IRET, a Delaware limited SM&A CORPORATIONInc., liability company a California Corporation its general partner By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Xxxxx, Xx. Print Name: Xxxxxx X. Xxxxxxxxxx Xxxxx, Xx. Print Title: Senior Vice President DATED: By: /s/ Xxxxxxx X. Xxxxxxxxx Print Name: Xxxxxxx X. Xxxxxxxxx Print Title: Vice President TENANT: AM RETAIL GROUP, INC., a Delaware corporation By: /s/ Xxxx Xxxxxx X. Print Name: Xxxx Xxxxxx Print Title: President Title: Sr. V.P. & CFO EXHIBIT "A" ----------- DEFINITIONS -----------“1” TO LEASE Definitions

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's ’s submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's ’s execution of this Lease. Landlord and Tenant each caused this Lease to be executed and delivered by their its duly authorized representative to be effective as of the Effective Date. Dated: 12/9/98 LANDLORD: TENANT: OPUS EAST. L.L.C.IRET PROPERTIES, a Delaware limited SM&A CORPORATION, liability company a California Corporation A NORTH DAKOTA LIMITED PARTNERSHIP By: /s/ Xxxxxx X. Xxxxxxxxxx IRET, Inc., its general partner By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Print Name: Xxxxxx X. Xxxxxxxxxx Xxxxx, Xx. Print Title: Senior Vice President DATED: By: Print Name: Xxxxxxx X. Xxxxxxxxx Print Title: Vice President TENANT: AM RETAIL GROUP, INC., a Delaware corporation By: Print Name: Xxxx Xxxxxx X. Xxxx Print Title: President Title: Sr. V.P. & CFO EXHIBIT "A" ----------- DEFINITIONS -----------“1” TO LEASE Definitions

Construction of Lease and Terms. The terms and provisions of this Lease represent are the results result of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by legal counsel and/or other advisors of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must are to be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of drafted the same. Landlord's ’s submission of this instrument to Tenant in draft or final form for examination or signature by Tenant does not constitute a any reservation of of, or an agreement or option to lease lease, the Premises. When executed by Tenant and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Leasedelivered to Landlord, this Lease is to will be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance Premises on the terms set forth in this Lease. Tenant’s offer to lease may be accepted, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced created, only by Landlord's ’s execution of this LeaseLease and delivery of the fully-executed Lease to Tenant. Once so delivered by Landlord, this Lease shall be deemed effective as of the Effective Date. Landlord and Tenant have each caused this Lease to be executed and delivered by their duly authorized representative representatives. Effective Date: LANDLORD: WDP 17600 LLC, an Arizona limited liability company August 5, 2011 (to be effective as of the Effective Date. Datedcompleted by Landlord) By: 12/9/98 LANDLORDWDP Partners, LLC, an Arizona limited liability company, its Manager By /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager TENANT: OPUS EAST. L.L.C.FENDER MUSICAL INSTRUMENTS CORPORATION, a Delaware limited SM&A CORPORATION, liability company a California Corporation By: corporation By /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxx Xxxxxxx Title: President Title: Sr. V.P. & CFO EXHIBIT "“A" ----------- DEFINITIONS -----------” DEFINITIONS

Construction of Lease and Terms. The terms and provisions of this Lease represent the results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by counsel of its own choosing. , and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord's submission of this instrument to Tenant for examination or signature by Tenant does not constitute a reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and the existence of a binding agreement between Tenant and Landlord may then be evidenced only by Landlord's execution and delivery of this LeaseLease to Tenant. 0000 Xxxx Xxxxxx 20 9/29/04 Office Lease Agreement Landlord and Tenant each caused this Lease to be executed and delivered by their duly authorized representative representatives to be effective as of the Effective Date. DatedLANDLORD: 12/9/98 LANDLORDKNOBBE, MARTENS, XXXXX & BEAR, LLP a California limited liability partnership Date executed by Landlord: By: Name: June , 2007 Title: By: Name: Title: TENANT: OPUS EAST. L.L.C.ECC CAPITAL CORPORATION, a Delaware limited SM&A CORPORATION, liability company a California Corporation Maryland corporation Date executed by Tenant: By: /s/ Xxxxxx X. Xxxxxxxxxx By: Xxxxxx X. Xxxx -------------------------------- ------------------------------ Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx June , 2007 Title: President Title: Sr. V.P. & CFO EXHIBIT "A" ----------- DEFINITIONS -----------: