Common use of Contingencies Clause in Contracts

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costs. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges It is hereby acknowledged that the Suites 150 and 170 Expansion Space is currently subject to a lease (the “Suites 150 and 170 Existing Lease”) by and between Landlord does not own or Landlord’s predecessor-in-interest and the Property or existing tenant under the BuildingSuites 150 and 170 Existing Lease (the “Suites 150 and 170 Existing Tenant”). Rather, Landlord intends The parties hereto understand and agree that effectiveness of this Agreement is subject to enter into a Contract to Buy and Sell Real Estate with conditioned upon (a) the current owner termination of the Property (Suites 150 and 170 Existing Lease on terms acceptable to Landlord in its sole discretion, as evidenced by the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all full execution of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed termination agreement by and between Landlord and the current owner Suites 150 and 170 Existing Tenant (“Suites 150 and 170 Termination Agreement”), and (b) the surrender by the Suites 150 and 170 Existing Tenant of possession of the Property, Suites 150 and 170 Expansion Space as and when required pursuant to the Suites 150 and 170 Termination Agreement. It is hereby acknowledged that the Must-Take Space is currently subject to a lease (the “Must-Take Space Existing Lease”) by January 23, 2002, with no conditions on and between Landlord or Landlord’s predecessor-in-interest and the closing existing tenant under the contract except Must-Take Space Existing Lease (the payment by Landlord “Must-Take Space Existing Tenant”). The parties hereto understand and agree that effectiveness of this Agreement is subject to and conditioned upon the extension of the purchase price term of the Must-Take Space Existing Lease with respect to Suite 202 in the Building on terms acceptable to Landlord in its sole discretion, as evidenced by the full execution of a lease amendment agreement by and between Landlord and the delivery Must-Take Space Existing Tenant (“Must-Take Space Extension Agreement”). If any of a deed for the Property by Suites 150 and 170 Expansion Space Existing Tenant, Suite 203 Expansion Space Existing Tenant and Must-Take Space Existing Tenant do not deliver the current owner; b. a financing commitmentSuites 150 and 170 Expansion Space, Suite 203 Expansion Space and Must-Take Space (collectively, the “Expansion Spaces”) respectively by February 151, 20022019, reasonably satisfactory Tenant has the right to Tenant, from a lender or other private sources (members of terminate this Agreement with respect to the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, undelivered Expansion Spaces upon written notice to LandlordLandlord thereof. For the avoidance of doubt, if Tenant terminates this Agreement with respect to less than all of the Expansion Spaces, this Agreement shall continue to be entitled in full force and effect as to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsother Expansion Spaces. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges (a) The parties acknowledge and agree that Landlord does not own this Lease is contingent on Lessee’s ability to secure the Property or following: a) approval by the BuildingGALS Governing Board of Directors, b) approval by the Nevada State public Charter School Authority c) receipt of the Special Use Permit from ▇▇▇▇▇ County ((a), (b) and (c) collectively, the “Required Approvals”) and d) Lessor’s approval of cueing, ingress and egress plans (“Lessee’s Access Plans”). RatherLessee agrees to prepare plans and specifications for Lessee’s Access Plans, Landlord intends to enter into a Contract to Buy and Sell Real Estate obtain Lessor approval of Lessee’s Access Plans (in accordance with the current owner provisions of this Lease) and apply for the Required Approvals within forty-five (45) days following the Effective Date. Lessee shall provide Lessor with evidence of Lessee’s filing of the Property Required Approvals and diligently and in good faith pursue procurement of the Required Approvals. Lessor agrees to reasonably cooperate with Lessee (at no additional cost or expense to Lessor) in connection with Lessee’s procurement of the "Original Contract")Required Approvals. Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant provided that Lessee has complied with all of Lessee’s obligations set forth in this paragraph, then if Lessee fails to obtain the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner Required Approvals on or before March 31the one hundred eightieth (180th) day following the Effective Date (the “Required Approvals Deadline”), 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon Lessee may terminate this Lease on thirty (30) days prior written notice to LandlordLessor, which notice shall be entitled effective if delivered to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within Lessor no later than ten (10) days following the Required Approvals Deadline. Notwithstanding the foregoing, Lessor shall have the right to obtain the Required Approvals on Lessee’s behalf (Lessee hereby agreeing to reasonably cooperate with Lessor in connection with same) and if Lessor obtains the Required Approvals within such thirty (30) day period, Required Approvals notice to terminate shall be deemed null and void and of Landlord's receipt no further force or effect, and this Lease shall continue in accordance with its terms. Should Lessee effectively terminate this Lease, both parties shall be released from further obligations under this Lease, other than Lessor’s obligation to return to Lessee any prepaid rent received by Lessor from Lessee hereunder. Notwithstanding anything to the contrary, but subject to Section 1.12(b) below, should Lessee commence any construction in the Premises, Lessee shall be deemed to have waived the contingency set forth in this paragraph, and this Lease shall continue in full force and effect notwithstanding Lessee’s failure to obtain any of an invoice from Tenant for such coststhe Required Approvals. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY(b) Lessee shall maintain and renew its charter, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M.and, JANUARY 18on an annual basis, 2002.shall provide Lessor with written evidence, in form and content reasonably satisfactory to the Lessor that the Lessee’s charter to operate its public charter school remains in full force and effect and that the Lessee continues to be in LV 419,151,681v1 044444.096900 4845-4728-3423, v. 1 JM JWM INITIALS INITIALS compliance with all applicable laws and requirements of each authority relating to the ownership, funding and operation of charter schools generally and the Lessee’s charter school specifically (collectively, the “Charter Renewals”) and provide Lessor with evidence of Lessee’s filing of the Charter Renewals and diligently and in good faith pursue procurement of the Charter Renewals. Notwithstanding anything herein to the contrary, provided that Lessee has complied with all of Lessee’s obligations set forth in this paragraph, then if Lessee fails to obtain the Charter Renewals, or if Lessee’s charter shall be revoked during the Term of this Lease for reasons not within the control of the Lessee, then Lessee may terminate this Lease on thirty

Contingencies. Tenant acknowledges A. The Parties agree that Landlord does not own the Property or TWDB’s obligation to purchase the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate Borrower’s securities with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease SWIRFT is contingent upon Landlord delivering the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds, and the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to Tenant the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Borrower, may extend or terminate this Agreement together with all of its obligations and duties hereunder without incurring any cost, fee, or penalty for either the following TWDB or the Borrower. B. The Parties agree that the Borrower's obligation to issue and deliver the Borrower Bonds is contingent upon approval by the Texas Attorney General of the Borrower Bonds. The Borrower agrees to use its best efforts to obtain approval by the Texas Attorney General of the Borrower Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end, the Borrower agrees as follows: ("Landlord's Contingencies"):1) Borrower shall timely submit the transcript of proceedings for the Borrower Bonds to the Texas Attorney General in accordance with the schedule contained in Attachment C; a. (2) Borrower shall comply with the requirements and conditions contained in the Resolution; (3) Borrower shall provide the TWDB with a copy of the Original Contract, executed by Landlord preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Borrower shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) Borrower shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the current owner Texas Attorney General related to the approval of the PropertyBorrower Bonds. Accordingly, by January 23if, 2002, with no conditions on after the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property Borrower employs its best efforts to obtain approval by the current owner; b. Texas Attorney General, and such approval cannot be obtained by the date specified in Attachment C, as a financing commitmentmatter of law, by February 15the TWDB at its sole discretion, 2002, reasonably satisfactory to Tenantmay terminate this Agreement and upon termination the Borrower shall pay, from a lender any of its lawfully available funds, the Post-pricing Termination Payment and any proportional share of transaction costs, fees, and expenses incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, underwriter’s discount, or other private sources (members of similar party or related costs pertaining to the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, SWIRFT Bonds as provided by Section 4.D. The Borrower shall be entitled obligated to terminate this Lease. In pay such costs to the event of Tenant's terminationTWDB no later than March 2, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costs2018. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy The Lease is in full force and Sell Real Estate with the current owner effect as of the Property date hereof, but Tenant shall have the right to terminate the Lease as follows: (a) On or before June 15, 1999 Landlord shall notify Tenant whether Landlord has acquired the "Original Contract")Expansion Land. Notwithstanding anything contained herein If Landlord shall have failed to acquire the Expansion Land on or before June 15, 1999, Tenant and Landlord shall each have the right to terminate this Lease by notice to the contraryother party given on or before June 18, 1999, in which event this Lease shall be of no further force or effect and neither party hereto shall have any further liability to the other party. If Tenant fails to terminate this Lease pursuant to this paragraph on or before June 18, 1999, Tenant shall be deemed to have waived its right to terminate this Lease pursuant to this subparagraph. (b) Landlord shall deliver to Tenant a copy of any recorded covenants, conditions and restrictions affecting the Expansion Land on or before May 10, 1999. Tenant shall have the right to terminate this Lease by notice to Landlord given on or before May 18, 1999, if Tenant fails to approve any matter which adversely affects title to the Expansion Land, in which event this Lease shall be of no further force or effect and neither party hereto shall have any further liability to the other party. If Tenant fails to terminate this Lease pursuant to this paragraph on or before May 18, 1999, Tenant shall be deemed to have waived its right to terminate this Lease pursuant to this subparagraph. (c) If the Riverport Board shall not have approved Landlord's request for an extension of its Purchase Option through June 30, 2003 (as defined below) on or before May 15, 1999, Tenant shall have the right to terminate this Lease by notice to Landlord given on or before May 18, 1999, in which event this Lease shall be of no further force or effect and neither party hereto shall have any further liability to the other party. If Tenant fails to terminate this Lease pursuant to this paragraph on or before May 18, 1999, Tenant shall be deemed to have waived its right to terminate this Lease pursuant to this subparagraph. (d) If Tenant determines that the Existing Shell, including the structure, all systems therein, and all appurtenances thereto are not suitable for Tenant's proposed use, Tenant shall notify Landlord on or before May 18, 1999, of the defects that render the foregoing unsuitable for Tenant's proposed use. If Tenant fails to provide such notice to Landlord on or before May 18, 1999, Tenant shall be deemed to have waived its right to terminate this Lease pursuant to this subparagraph. If Tenant gives such notice and Landlord fails to agree to cure such defects or agrees to cure such defects but fails to complete such cure within thirty (30) days of such notice from Tenant, this Lease is contingent upon Landlord delivering shall terminate and be of no further force and effect and neither party hereto shall have any further liability to the other party. (e) Tenant all of fails to obtain approval from the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing appropriate local governmental authorities for economic assistance under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitmentKentucky Jobs Development Act, by February 15, 2002, reasonably satisfactory Tenant fails to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner obtain such approval on or before March 31May 15, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above1999, Tenant, upon written notice to Landlord, Tenant shall be entitled to terminate this Lease. In the Lease by notice given to Landlord on or before May 18, 1999, in which event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease shall be of no further force or effect and neither party hereto shall have any further liability to the Work Letter, within ten (10) days of Landlord's receipt of an invoice from other party. If Tenant for such costs. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY fails to terminate this Lease pursuant to this paragraph on or before May 18, 20021999, Tenant shall be deemed to have waived its right to terminate this lease pursuant to this subparagraph.

Contingencies. Tenant acknowledges that Landlord does not own may terminate the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, TenantLease, upon written notice to Landlord, if Tenant is unable to obtain any governmental approvals, consents, permits or licenses of any kind (collectively, the "Permits") required in order to construct and operate on the Premises a private club with complete dining facilities including the sale and consumption of alcoholic beverages and the sale and the smoking of cigars on site (the "Private Club"). Tenant shall diligently pursue the acquisition of the Permits. If Tenant fails to obtain any of the Permits Landlord shall be entitled so notified and shall have ninety (90) days after receipt of such notice to obtain the Permits on behalf Tenant at Tenant's sole cost and expense; provided, however, in no event shall Tenant be obligated hereunder for any such costs in excess of $15,000.00. Tenant shall diligently work Landlord to obtain the Permits. Furthermore, if at any time during the term of this Lease Tenant, through no fault of its own, loses the permits necessary to operate the Private Club as described in the first sentence of this Addendum Provision No. 1 (including, without limitation, as the result of any kind of governmental determination or finding that Tenant's use of the Premises for the Private Club constitutes a private club of the type that may not hold a license for the on-site sale of alcoholic beverages), then Tenant may, by written notice to Landlord, terminate this Lease. In Any termination by Tenant pursuant to this Addendum Provision No. 1 shall be effective as of the event of date (the "Effective Date") set forth in Tenant's terminationnotice to Landlord. On or before the Effective Date, Tenant shall vacate the Premises and return possession thereof to Landlord agrees to reimburse Tenant and from and after the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with Effective Date neither party shall have any further liability under this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsexcept that Landlord shall promptly return any prepaid rent or security deposit to Tenant. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges The parties acknowledge that as of the Effective Date Landlord does not own fee title to the Property or the Building. RatherPremises; however, Landlord intends has an equitable interest in acquiring the Premises or has an intention to enter into a Contract to Buy and Sell Real Estate with gain equitable interest in acquiring the current owner of the Property (the "Original Contract")Premises. Notwithstanding anything contained herein to the contrary, ▇▇▇▇▇▇▇▇’s obligations under this Lease is and ▇▇▇▇▇▇’s obligation to pay Rent under this Lease are contingent upon Landlord delivering acquiring title to Tenant the Premises the “Contingency”). Prior to or following the Commencement Date, it is anticipated Landlord will assign all of the following ("Landlord's Contingencies"): a. a copy of the Original Contractits rights, executed by Landlord interests, and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory obligations in this Lease to Tenant, from a lender or other private sources (members an affiliate of the Landlord's limited liability company) committing , and the parties acknowledge that Section 17.17 governs any such assignment. 4.1.2.1. ▇▇▇▇▇▇▇▇ agrees to fund pursue the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of Premises at its expense but Landlord does not make any representation or warranty as to whether Landlord can acquire the Property from the current owner on or before March 31, 2002Premises. If Landlord fails does not acquire the Premises by the date that is thirty (30) days following the Effective Date of the Lease (the “Outside Acquisition Date”), then Landlord and Tenant shall each have the right to satisfy terminate this Lease by delivering written notice to the other, in which event this Lease shall terminate, Landlord shall promptly return to Tenant the Security Deposit, and the parties shall have no further obligations to each other except for those obligations that expressly survive the termination of this Lease. 4.1.2.2. Tenant agrees to diligently pursue the conversion of its conditional Adult Use Dispensing Organization License (Conditional License Number 284.000339-CL received on January 20, 2023 with an expiration date of January 9, 2025) into an operational Adult Use Dispensing Organization License pursuant to Section 15-36 of the Cannabis Regulation and Tax Act (“15-36 License”) (the date of receipt, the “License Award Date” and such license, the “License”), the License, and the approval, entitlement or other consent by the City or other authority with jurisdiction over the Premises for the use of the Premises as a retail cannabis dispensary (the “Cannabis Approvals”) at its sole expense. If Tenant does not diligently pursue the Cannabis Approvals and/or is unable to obtain the Cannabis Approvals within ninety (90) days after the License Award Date, Landlord at any of Landlord's Contingencies within time, shall have the time periods set forth above, Tenant, right upon written notice to ▇▇▇▇▇▇, in Landlord’s sole discretion, and at no cost or expense to Landlord, to cause the Cannabis Approvals to be obtained on Tenant’s behalf (and Tenant agrees to promptly cooperate with such efforts). If the Cannabis Approvals are not obtained within 150 days after the License Award Date, then Landlord shall be entitled have the right, but not the obligation, to terminate this Lease. In Lease by delivering written notice to the event of Tenant's terminationother party, Landlord agrees which notice must be given, if at all, prior to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and date the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsCannabis Approvals are received. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant Purchaser acknowledges that Landlord does not own the Property or Approval Period has expired, and Purchaser hereby waives its termination right under Section 5.1.1 of the BuildingAgreement. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with Purchaser further acknowledges that it has approved (i) the current owner survey of the Property prepared by Superior Surveying Services, Inc. dated July 24, 2000 (the "Original ContractSurvey") and (ii) the sixth amended commitment for title insurance issued by Stew▇▇▇ ▇▇▇le and Trust Company of Phoenix, Inc. dated effective September 11, 2000 (the "Title Commitment") subject to Seller's satisfaction of items 2 through 9 of the Requirements (collectively, called the "Conditions"). Notwithstanding anything contained herein If for any reason any Condition is not satisfied at or prior to the contraryClosing, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlorddespite Seller's Contingencies"): a. a copy of the Original Contractdiligent, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails good faith efforts to satisfy any of Landlord's Contingencies within the time periods set forth abovesame, TenantPurchaser, upon as its sole and exclusive remedy, may terminate the Agreement by written notice to LandlordSeller at or prior to Closing, whereupon the Earn▇▇▇ ▇▇▇ey shall be returned to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder other than the Surviving Obligations. Except for failure to satisfy a Condition, Purchaser hereby waives its termination rights under Section 5.1.2 of the Agreement. At Closing, Seller shall deposit $25,000 (the "Escrow Amount") in escrow to be held and applied by the Title Company as escrow agent under an escrow agreement mutually acceptable to Purchaser and Seller. After Closing, Purchaser may attempt to cause to be released that certain Deed of Trust dated March 1, 1987, recorded March 2, 1987 at Recorders No. 87-124043 wherein Wolk▇▇ ▇▇▇erprises, Inc., a Delaware corporation is Trustor and Lincoln Savings and Loan Association, a California State Chartered Savings and Loan Association is Beneficiary ("Deed of Trust"), and Purchaser may be reimbursed from the Escrow Amount for the actual, out of pocket costs and expenses incurred by Purchaser in connection therewith. Other than depositing the Escrow Amount, Seller shall have no liability or obligation of any nature whatsoever with respect to such Deed of Trust, whether or not a release is ever obtained. Seller shall be entitled to terminate this Lease. In a refund of any portion of the event Escrow Amount not used by Purchaser for the purpose of Tenant's terminationseeking the release, Landlord agrees and in any event, any amount remaining on deposit with the escrow agent on June 1, 2001 shall be returned to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsSeller. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner 5.1 The obligations of the Property (parties to complete the "Original Contract"). Notwithstanding anything contained herein Closing on the Closing Date are subject to the contrary, this Lease is contingent upon Landlord delivering to Tenant all satisfaction of the following conditions on or prior to the Closing Date: ("Landlord's Contingencies"): a. a copy a) The contemplated acquisition and operation by Buyer will require Buyer to obtain the prior approvals, authorizations or exemptions from the Surface Transportation Board (the “STB”), all to be effective at least five (5) days prior to the Closing Date. Buyer, at its own cost and expense, shall promptly initiate and diligently pursue any appropriate applications, petitions or notice of exemptions (“Regulatory Filings”) to obtain STB regulatory approval or authorization or exemption therefrom; provided, however, (i) if such approval, authorization or exemption is conditioned upon the imposition or acceptance of any unreasonable costs, restrictions or requirements upon Buyer, Buyer may elect to terminate this Agreement by providing written notice by next day delivery to the Seller within five (5) days of the Original Contractdate of such approvals, authorizations or exemptions, but if Buyer does not do so, this Agreement will remain in full force and effect and (ii) Buyer agrees that labor protection imposed by the STB will not be considered an unreasonable cost, restriction or requirement under this Agreement (but nothing herein shall be construed as limiting Buyer’s rights to challenge the legality of the STB’s labor protection). Seller will support efforts by Buyer to secure any necessary regulatory approval, authorization or exemption. Buyer will provide Seller with, and an opportunity to comment on, a draft of the STB or other Regulatory Filings. (b) The contemplated acquisition and operation by Buyer will also require that DSRC terminate its modified certificate operating rights to provide service over a portion of the MRC Line, with the authorization to terminate service effective at least five (5) days prior to the Closing Date. Buyer, at its own cost and expense, agrees to work with DSRC to promptly initiate and diligently pursue DSRC’s filing and service of an appropriate termination notice of intent in accordance with governing STB rules set forth at 49 C.F.R. § 1150.24. Buyer will provide Seller with an opportunity to comment on DSRC’s draft notice of intent. (c) The representations and warranties of each of the Buyer and Seller set forth in Section 7 and of Seller set forth in Section 3.5(a) shall be true and correct at and as of the Effective Date and at and as of the Closing Date as if made at and as of the Closing Date. (d) The Buyer and Seller shall each have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it, on or prior to the Closing Date, including without limitation by enumeration, those obligations set forth in Section 3.4 and 3.5. (e) There are no injunctions, orders or other rulings issued by any court or regulatory agency with jurisdiction that would interfere with or prohibit the transaction from closing on the Closing Date. (f) Seller and MRCRRA have executed Agreement Number 4 to the Current Lease in the form shown in Exhibit J, which amendment terminates the Current Lease, and eliminates DSRC’s MRC Line purchase rights, effective as of the Closing Date (“Current Lease Termination Agreement”). (g) MRCRRA and DSRC have executed Amendment Number 3 to the Current Sublease in the form shown in Exhibit K, which amendment terminates the Current Sublease and eliminates DSRC’s MRC Line purchase rights, effective as of the Closing Date (“Current Sublease Termination Agreement”). (h) Buyer acknowledges that Seller has executed a loan agreement with MRCRRA for flood repairs to the MRC line. This loan agreement has been designated as Agreement Number 716819. Agreement Number 716819 will be assigned to Buyer effective as of the date of Closing, in the form shown in Exhibit L, which will be executed by Landlord or on the Closing Date. (i) To receive federal and the current owner state funds for rehabilitation of a portion of the PropertyMRC Line, Buyer will execute a subrecipient agreement with Seller, effective as of the date of Closing, in the form shown in Exhibit M, which will be executed by January 23, 2002, with no conditions or on the closing under Closing Date. (j) A duly authorized manager or member of Buyer will execute a certificate, in the contract except the payment by Landlord form shown in Exhibit N, certifying that Watco Transportation Services, L.L.C., effective as of the purchase price and the delivery date of closing, possesses a deed for the Property by the current owner; b. a financing commitmentcontrolling majority interest in Buyer, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner which will be executed on or before March 31the Closing Date. (k) Seller agrees that it will no later than five business days after the Effective Date file with the STB to formally terminate any authorization that ▇▇▇▇▇▇ Rock Railroad, 2002Inc. may possess by way of a modified certificate of public convenience and necessity to operate as a common carrier over any portion of the subject MRC Line. 5.2 Unless otherwise specified herein, the conditions listed in Section 5.l above must be satisfied or complied with before July 1, 2021, (the “Contingency Date”). If Landlord fails the conditions listed in Section 5.1 are not satisfied or complied with by the Contingency Date, either party may, at its sole option, elect to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon terminate this Agreement by providing written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsother party. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges A. The Parties agree that Landlord does not own the Property or TWDB’s obligation to purchase the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate Borrower’s securities with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease SWIRFT is contingent upon Landlord delivering the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds, from the Legislative Budget Board, the Bond Review Board, and the Texas Attorney General. The TWDB’s obligation to Tenant purchase the Borrower’s securities with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Borrower, may extend or terminate this Agreement together with all of its obligations and duties hereunder without incurring any cost, fee, or penalty for either the following TWDB or the Borrower. B. The Parties agree that the Borrower's obligation to issue and deliver the Borrower Bonds is contingent upon approval by the Texas Attorney General of the Borrower Bonds. The Borrower agrees to use its best efforts to obtain approval by the Texas Attorney General of the Borrower Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end, the Borrower agrees as follows: ("Landlord's Contingencies"):1) Borrower shall timely file the transcript of proceedings for the Borrower Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; a. (2) Borrower shall comply with the requirements and conditions contained in the Resolution; (3) Borrower shall provide the TWDB with a copy of the Original Contract, executed by Landlord preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Borrower shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) Borrower shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the current owner Texas Attorney General related to the approval of the PropertyBorrower Bonds. Accordingly, if, after the Borrower employs its best efforts to obtain approval by January 23the Texas Attorney General, 2002and such approval cannot be obtained by the date specified in Attachment C, with as a matter of law, the TWDB at its sole discretion, may terminate this Agreement and upon termination the Borrower shall pay, from any of its lawfully available funds, the Post-pricing Termination Payment no conditions on later than March 1, 2019, as provided in Section 4D. The Borrower shall also reimburse the closing under the contract except the payment by Landlord TWDB from lawfully available funds of the purchase price Borrower, its Transaction Cost Payment, plus Borrower's proportional share of the underwriters' discount, no later than March 1, 2019. The Borrower understands and agrees that if the delivery of a deed for Borrower does not obtain approval from the Property Texas Attorney General and issue its Borrower Bonds by the current owner; b. date specified in Attachment C, it will be subject to a financing commitment, by February 15, 2002, reasonably satisfactory total penalty amount pursuant to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount section not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costs471,722. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own This Contract and the Property or obligations of Purchaser hereunder are subject to the Buildingcontingencies set forth in the following subparagraphs of this paragraph 3, each of which shall be fulfilled within the period of time specified in such subparagraph. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner All of the Property (the "Original Contract"). Notwithstanding anything contained herein contingency periods shall begin to the contrary, this Lease is contingent upon Landlord delivering to Tenant all run as of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002Effective Date unless otherwise expressly provided. If Landlord fails to satisfy at any time within a contingency period the applicable contingency is not satisfied, or will not be satisfied, Purchaser may notify Seller in writing no later than two (2) business days after the expiration of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled such contingency period that it desires to terminate this LeaseContract and upon such termination, this Contract shall be null and void. In the event of Tenant's terminationany delay by the Seller in providing any documents required under any contingency herein beyond the period set forth in such contingency, Landlord agrees such contingency period may be extended by the amount of such delay at the election of Purchaser by written notice to reimburse Tenant Seller prior to extension: a. Survey and Title Examination. Seller shall deliver to Purchaser within forty-eight (48) hours of the engineering Effective Date, any surveys, subdivision plats or unrecorded private indentures, restrictions, regulations or instruments or other plats related to the Property and architectural any articles of incorporation, by-laws, partnership or trust agreements or other organizational documents of Seller, if applicable, in its possession or available to it as of the Effective Date. On or before April 23, 1999, Purchaser shall order and receive from Title Company a current ALTA form title insurance commitment with respect to the Property hereunder, together with copies of all exceptions to such title commitment and a copy of a current ALTA Form survey of the Property prepared by a licensed surveyor, with costs (for title and survey to be borne equally by Seller and Purchaser, certified to Purchaser and Title Company, showing all title exceptions, acreage calculations, boundaries, improvements, encroachments and building setback lines, wetlands and floodway and flood plain boundaries as to the Property and in an amount not sufficient form to exceed $25,000) incurred delete the survey exception on the title insurance policy, and neither the documents provided by Tenant in connection with this Lease and Seller, the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costs. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.title commitment nor the survey shall include any exceptions to title or other matters which are unacceptable to Purchaser;

Contingencies. (a) Tenant’s obligations pursuant to this Lease shall be contingent upon the full approval of the Federal Deposit Insurance Corporation (“FDIC”) and the Comptroller of the Currency of ▇▇▇▇▇▇’s opening and operation of a banking office at the Premises. In the event Tenant acknowledges does not receive such approval on or before February 1, 2003, or Tenant receives a disapproval, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of such termination. (b) On or before January 15, 2003, Landlord shall deliver to Tenant a copy of an HVAC inspection report by ▇▇▇▇▇▇▇ and Blanc, a certified HVAC specialist, identifying the current state of repair of the HVAC systems servicing the Premises and the repairs and non-routine maintenance recommended by ▇▇▇▇▇▇▇ & Blanc. Upon receipt of such report, Landlord and Tenant shall meet to agree upon those maintenance and repair items that Landlord does shall complete and which shall not own be invoiced to Tenant directly and/or indirectly as common area expenses. The agreed upon maintenance and repair to be completed by Landlord shall be memorialized by a written amendment to this Lease executed by both parties. In the Property event Landlord fails to timely deliver such report and/or parties cannot agree on or before February 1, 2003, upon the Building. RatherHVAC maintenance and repair items to be completed by Landlord, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of such termination. (c) Landlord intends acknowledges and agrees that, prior to the Commencement Date, Tenant shall have the right, but not the obligation, to enter into a Contract onto the Project to Buy and Sell Real Estate with the current owner conduct physical inspections of the Property Premises, the Project and the utilities supporting the Premises, including investigation of the existence of any mold and/or fungus on the Project and/or the Premises (the "Original Contract"“Inspection”). Notwithstanding anything contained herein To the extent Tenant elects to exercise such inspection right, Tenant shall contract for the contrary, this Lease is contingent upon Landlord delivering to Tenant all Inspection within five (5) Business Days following receipt of the following ("Landlord's Contingencies"): a. approvals set forth in Section 1.18(a) above, using an inspector selected by ▇▇▇▇▇▇ in Tenant’s sole and absolute discretion, and ▇▇▇▇▇▇ shall deliver a copy of the Original Contractinspector’s written report to Landlord. Upon receipt of such report, Landlord and Tenant shall meet to agree upon those maintenance and repair items contained in the report that Landlord shall complete and which shall not be invoiced Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03 to Tenant directly and/or indirectly as common area expenses. The agreed upon maintenance and repair to be completed by Landlord shall be memorialized by a written amendment to this Lease executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Leaseboth parties. In the event the parties cannot, on or before seven (7) Business Days following Tenant’s delivery of Tenant's terminationthe Inspection report to Landlord, Landlord agrees agree upon the maintenance and repair items to reimburse Tenant be completed by Landlord, and/or the engineering and architectural costs (in an amount not inspection report is unsatisfactory to exceed $25,000) incurred by Tenant in connection with Tenant’s sole and absolute discretion, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the Work Letterother, within ten (10) days except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of Landlord's receipt of an invoice from Tenant for such coststermination. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own This Contract and the Property or obligations of Purchaser hereunder are subject to the Buildingcontingencies set forth in the following subparagraphs of this paragraph 3, each of which shall be fulfilled within the period of time specified in such subparagraph. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner All of the Property (the "Original Contract"). Notwithstanding anything contained herein contingency periods shall begin to the contrary, this Lease is contingent upon Landlord delivering to Tenant all run as of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002Effective Date unless otherwise expressly provided. If Landlord fails to satisfy at any time within a contingency period the applicable contingency is not satisfied, or will not be satisfied, Purchaser may notify Seller in writing no later than two (2) business days after the expiration of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled such contingency period that it desires to terminate this LeaseContract and upon such termination, this Contract shall be null and void. In the event of Tenant's terminationany delay by the Seller in providing any documents required under any contingency herein beyond the period set forth in such contingency, Landlord agrees such contingency period may be extended by the amount of such delay at the election of Purchaser by written notice to reimburse Tenant Seller prior to extension: a. Survey and Title Examination. Seller shall deliver to Purchaser within forty-eight (48) hours of the engineering Effective Date, any surveys, subdivision plats or unrecorded private indentures, restrictions, regulations or instruments or other plats related to the Property and architectural any articles of incorporation, by-laws, partnership or trust agreements or other organizational documents of Seller, if applicable, in its possession or available to it as of the Effective Date. On or before April 23, 1999, Purchaser shall order and receive from Title Company a current ALTA form title 10 insurance commitment with respect to the Property hereunder, together with copies of all exceptions to such title commitment and a copy of a current ALTA Form survey of the Property prepared by a licensed surveyor, with costs (for title and survey to be borne equally by Seller and Purchaser, certified to Purchaser and Title Company, showing all title exceptions, acreage calculations, boundaries, improvements, encroachments and building setback lines, wetlands and floodway and floor plain boundaries as to the Property and in an amount not sufficient form to exceed $25,000) incurred delete the survey exception on the title insurance policy, and neither the documents provided by Tenant in connection with this Lease and Seller, the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costs. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.title commitment nor the survey shall include any exceptions to title or other matters which are unacceptable to Purchaser;

Contingencies. Tenant acknowledges that Landlord does not own Buyer’s obligation to purchase the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner remainder of Buyer’s obligations under this Agreement shall be subject to its approval of each contingency set forth in this Section 3 below (collectively, the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company“Buyer Contingencies”) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth aboveindicated below. The Buyer Contingencies are for the sole benefit of Buyer. The satisfaction of each Buyer Contingency is a condition precedent to Buyer’s obligation to proceed to the Close of Escrow and, Tenantexcept to the extent such failure arises from a Buyer default under this Agreement, the satisfaction of Seller’s deliveries into Escrow is a condition precedent to Buyer’s obligation to proceed to the Close of Escrow (such conditions precedent collectively herein, the “Buyer Conditions Precedent”). This Agreement may be terminated upon written notice by Buyer: (a) as a result of Buyer’s disapproval of any of the Buyer Contingencies set forth in this Section 3, or (b) by reason of the failure of any Buyer Condition Precedent as set forth in this Agreement, with such election to Landlordbe made by delivering such written notice to Seller, not later than 5:00 p.m. Texas time on the scheduled date of the Close of Escrow (as the same may be extended pursuant to the terms of this Agreement), or such earlier date as may be stated in this Section 3. If this Agreement is terminated for any reason other than a default under this Agreement on the part of Buyer, then neither Seller nor Buyer shall have any further rights or obligations hereunder except those obligations which specifically survive the Close of Escrow or earlier termination of this Agreement. Upon approval, the deemed approval or the waiver of all of the Buyer Contingencies by Buyer, the Deposit (to the extent then held in Escrow), shall be entitled nonrefundable to terminate this LeaseBuyer and shall be considered liquidated damages in Escrow pursuant to Section 15 hereof. In Nothing in the event foregoing shall require Buyer to deposit into Escrow any additional sums, documents or deposits if it has disapproved any of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred Buyer Contingencies until such disapproved Buyer Contingencies have been waived or satisfied or otherwise approved by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsBuyer. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own 18.2.1 If the Property Borrower Security Trustee enforces the security constituted by this Deed or any Legal Charge (whether by the Building. Ratherappointment of a Receiver or otherwise) at a time when no amounts are due under the Finance Documents (but at a time when amounts may become so due), Landlord intends to enter the Borrower Security Trustee (or such Receiver) may pay the proceeds of any recoveries effected by it into such number of interest bearing suspense accounts (for the purposes of this Clause 18.2 (Contingencies), a Contract to Buy and Sell Real Estate "Realisations Account") as it considers appropriate, acting in accordance with the current owner terms of clause 26.4 (Protections) of the Property STID. If the Subordinated Security Trustee enforces the security constituted by this Deed or any Legal Charge (whether by the appointment of a Receiver or otherwise) at a time when no amounts are due under the Subordinated Finance Documents (but at a time when amounts may become so due), the Subordinated Security Trustee (or such Receiver) may pay the proceeds of any recoveries effected by it into such number of interest bearing suspense accounts (for the purposes of this Clause 18.2 (Contingencies), a "Original ContractSubordinated Realisations Account"). Notwithstanding anything contained herein ) as it considers appropriate, acting in accordance with the terms of clause 15 (The Security Trustees) of the Senior/Subordinated Intercreditor Agreement. 18.2.2 The Borrower Security Trustee (or such Receiver) may (subject to the contrary, payment of any claims having priority to this Lease is contingent upon Landlord delivering security and subject to Tenant all and in accordance with the provisions of the following ("Landlord's Contingencies"): a. a copy CTA and the STID) withdraw amounts standing to the credit of the Original Contract, executed by Landlord Realisations Accounts for application in or towards the discharge of any amounts owing to the Borrower Secured Creditors under any Finance Document. The Subordinated Security Trustee (or such Receiver) may (subject to the payment of any claims having priority to this security and subject to and in accordance with the current owner provisions of the Property, by January 23, 2002, with no conditions on Senior/Subordinated Intercreditor Agreement) withdraw amounts standing to the closing under the contract except the payment by Landlord credit of the purchase price and Subordinated Realisations Accounts for application in or towards the delivery discharge of a deed for any amounts owing to the Property by the current owner;Subordinated Secured Creditors under any Subordinated Finance Document. b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall 18.2.3 No Obligor will be entitled to terminate this Leasewithdraw all or any moneys (including interest) standing to the credit of any Realisations Account until the expiry of the Security Period without the consent of the Borrower Security Trustee. In No Obligor will be entitled to withdraw all or any moneys (including interest) standing to the event credit of Tenant's termination, Landlord agrees to reimburse Tenant any Subordinated Realisations Account until the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and expiry of the Work Letter, within ten (10) days Subordinated Security Period without the consent of Landlord's receipt of an invoice from Tenant for such coststhe Subordinated Security Trustee. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. A. Tenant acknowledges that Landlord does not own shall have a six month contingency period (“Contingency Period”), commencing upon the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy Lease Commencement Date and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23ending February 28, 2002, within which to secure Tenant’s approvals to operate a financial institution from the Office of Controller of the Currency (“OCC Approvals”). If Tenant, after employing all reasonable efforts to do so, shall fail to obtain OCC Approvals within the Contingency Period then Tenant shall have the right to terminate this Lease effective immediately upon Tenant’s delivery of written notice of its termination of this Lease (“Termination Notice”) to the Landlord. Failure by Tenant to exercise its right to terminate the Lease on or before the expiration of the Contingency Period shall be deemed Tenant’s waiver of its termination right hereunder. Concurrently with no conditions on the closing Termination Notice, Tenant shall pay to Landlord the net balance of unpaid Basic Monthly Rent and monthly estimated Lease Expenses then due under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by Lease through February 1528, 2002, reasonably satisfactory to plus a termination fee in the amount of Ten Thousand Dollars. Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon by written notice to LandlordLandlord at any time during the Contingency Period, shall be entitled may elect to relinquish its right to terminate this Lease. In the event of Tenant's termination, Landlord agrees Lease pursuant to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsContingency Period above. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARYB. Notwithstanding the foregoing, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M.it is acknowledged and agreed that Landlord shall not pay any real estate commissions, JANUARY 18tenant improvement allowances, 2002nor shall Landlord or Tenant make any additional improvements to the Premises until such time as Tenant has relinquished its termination right as stated in Paragraph 5 (A) above.

Contingencies. Tenant acknowledges that Landlord This offer is subject to the Buyer's approving in its sole discretion the Seller Disclosures, the Buyer Undertakings and Additional Due Diligence matters in Section 7. However, the Buyer's discretion in approving the terms of the loan under section 7.2(b) is subject to Buyer's covenant with regard to minimally acceptable financing terms under Section 2. 8.1 Buyer shall have 30 calendar days after the times specified in Section 7.1 and 7.2 (except for tenant estoppels) to review the content of the Seller Disclosures and the outcome of the Buyer Undertakings. The times stated in 7.3 (a) and (b) apply to the diligence items which those paragraphs address. 8.2 If Buyer does not own deliver a written objection to Seller regarding a Seller Disclosure, Buyer Undertaking or Due Diligence matter within the Property or times provided, those items will be deemed approved by Buyer and the Building. RatherBuyer shall have no right to cancel with regard to those items beyond the applicable dates. 8.3 If Buyer objects, Landlord intends to enter into a Contract to Buy Buyer and Sell Real Estate with the current owner Seller shall have _10_ calendar days after receipt of the Property (objections to resolve Buyer's objections. Seller may, but shall not be required to resolve Buyer's objections. Likewise, the "Original Contract")Buyer is under no obligation to accept any resolution proposed by the Seller. Notwithstanding anything contained herein If B▇▇▇▇'s objections are not resolved within the stated time, B▇▇▇▇ may void this Contract by providing written notice to Seller within the contrary, this Lease is contingent upon Landlord delivering to Tenant all same stated time. 8.4 The holder of the following ("Landlord's Contingencies"): a. E▇▇▇▇▇▇ Money Deposit shall, upon receipt of a copy of B▇▇▇▇'s written notice, return to Buyer the Original E▇▇▇▇▇▇ Money Deposit without the requirement of any further written authorization from Seller. If this Contract is not voided by B▇▇▇▇, B▇▇▇▇'s objection is deemed to have been waived. However, this waiver does not affect warranties under Section 10. 8.5 Resolution of B▇▇▇▇'s objections under Section 8.3 shall be in writing and shall become part of this Contract, executed by Landlord and . After the current owner latest of the Propertydates which apply under this Section 8, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the LandlordBuyer's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsE▇▇▇▇▇▇ MONEY DEPOSIT SHALL BE NONREFUNDABLE EXCEPT IN THE CASE OF DEFAULT BY THE SELLER AS ADDRESSED IN PARAGRAPH 16 BELOW. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own Purchaser's obligation to purchase the Property is ------------- contingent upon the following: A. Inspection Period. Purchaser's right, for a period of fifteen ----------------- (15) days after the Effective Date (hereinafter defined) (the "Inspection Period"), to physically examine the Property and conduct reasonable investigations with respect to the documentation set forth in Exhibit B attached hereto and made a part hereof (the "Property Documentation"). The Property Documentation will be made available for inspection and copying on the "Effective Date" as defined herein, at the offices of The ▇▇▇▇▇▇▇ Mobile Home Park on the Property. Seller shall make the Property Documentation available in an orderly form, and shall make it available for copying. All expenses of the inspection shall be paid by Purchaser. Seller agrees that Purchaser is permitted to contact the last environmental and structural inspection companies used by Seller to issue updated and recertified reports to Purchaser for Purchaser's use and Seller shall cooperate with Purchaser to effectuate the issuance of these reports (at no cost to Seller). Purchaser shall indemnify Seller from all loss, cost or expense for any property damage, personal injury or death arising out of or by reason of Purchaser's examination and investigation hereunder. If Purchaser has not delivered, by facsimile or hand delivery, written notice to Seller cancelling this transaction prior to 5:00 p.m. on the expiration date of the Inspection Period, Purchaser shall be deemed to have approved the inspection and to have waived all contingencies except those set forth in paragraph 7 and shall proceed to Closing without further right to any cancellation or claim against the ▇▇▇▇▇▇▇ Money; provided, however, this waiver shall be subject to the title evidence contingency including the survey contingency, the conditions of Closing set forth in paragraph 7 and the other provisions of this Agreement. If Purchaser does cancel this transaction prior to 5:00 p.m. on the expiration date of `the Inspection period, in its sole and arbitrary discretion, this Agreement shall be null and void, and all ▇▇▇▇▇▇▇ Money, and accrued interest thereon, shall be promptly returned. That during the times between 9:30 a.m. and 5:00 p.m. on weekdays only, from and after the Effective Date, herein defined, Seller shall afford Purchaser and its representatives access to the Property, including, but not limited to, the right to conduct Phase 1 environmental, soil, engineering and other tests and to inspect the mechanical, plumbing and utility systems located at the Property, together with all other aspects of the ▇▇▇▇▇▇▇ Mobile Home Park ________________ Property; provided, however, if Purchaser or its representatives enter upon the Property pursuant to the terms hereof, Purchaser agrees to indemnify and hold Seller harmless from all damage caused to any person or the BuildingProperty as a result of such entry and the negligent acts or omissions of Purchaser or its representatives. RatherPurchaser may not open up utility systems or conduct soil borings without Seller's prior written approval. Seller's representative must accompany Purchaser's inspectors during any inspections or testing. Seller shall have the right to approve each consultant or inspector hired by Purchaser for inspection of the Property. Seller shall disclose to Purchaser's representatives, Landlord intends including financial and legal advisors, provided the designated representatives are not residents of The ▇▇▇▇▇▇▇ Mobile Home Park, and Purchaser's accountant (who shall be licensed as a certified public accountant, and who shall have no family, personal or business relationship or association with any resident of The ▇▇▇▇▇▇▇ Mobile Home Park) a current rent roll and a summary of expenses by major categories of payroll, taxes, utilities, insurance, and maintenance for the Property for 1995 and 1996. Purchaser shall have the further right, at Purchaser's expense, to enter into a Contract to Buy and Sell Real Estate with have an audit or further review by Purchaser's accountant of the current owner expenses of the Property (for 1995, 1996 and 1997 to date. Such financial disclosure shall be confidential and shall not be disclosed except to Purchaser's lenders and financial and legal advisors. Purchaser's representatives and Purchaser's accountant shall sign a confidentiality agreement with Seller prior to receipt of any financial disclosure. Further, Seller, if necessary, will furnish Purchaser's potential lenders with the "Original Contract")same information for the purpose of considering a loan to Purchaser, but the potential lenders shall give Seller a confidentiality agreement prior to receipt of any financial disclosure. Notwithstanding anything contained herein All information provided by Seller to the contrary, this Lease is contingent upon Landlord delivering Purchaser's representatives or accountants shall remain strictly confidential and shall not be used for any purpose other than to Tenant all analyze Purchaser's prospective purchase of the following ("Landlord's Contingencies"): a. a copy Real Property. Should Purchaser for any reason whatsoever elect not to proceed with the closing of the Original Contract, executed by Landlord sale and the current owner purchase of the Property, by January 23Purchaser shall give written notice to Seller of such fact within the aforesaid period, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price whereupon this Agreement shall terminate and the delivery parties hereto shall have no further obligations under this Agreement, and Purchaser shall return to Seller all documents in its possession provided to Purchaser pursuant to this Agreement, and Seller shall return all of a deed for Purchaser's ▇▇▇▇▇▇▇ Money Deposit to Purchaser. Purchaser will furnish Seller with copies of any reports obtained by Purchaser with respect to the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition physical condition of the Property from or its operation. The provisions of this Paragraph 4 A. shall survive the current owner on Closing or before March 31, 2002. If Landlord fails to satisfy any termination of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsAgreement. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner The obligations of the Property (City and Developer under this Agreement are conditioned upon the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all satisfaction of the following contingencies ("Landlord's collectively, the “Contingencies"”) within one hundred and eighty (180) days after the Effective Date, provided, however, that upon the issuance of all or a portion of the City Debt, such Contingencies shall be deemed waived hereunder (the “Contingency Period”): a. a copy (a) Developer shall have recorded the TIF Declaration with the County Recorder on all TIF Parcels and shall have provided written evidence of such recordation to the Original ContractCity. For all TIF Parcels associated with Committed Private Improvements, executed the TIF Declaration shall contain Minimum Service Payment Obligations as required by Landlord this Agreement. (b) The Township Land shall have been annexed into the City on terms and conditions, including the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery execution of a deed for Township Compensation Agreement with the Property by Township (the current owner; b. a financing commitment“Township Compensation Agreement”), by February 15, 2002, reasonably satisfactory acceptable to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002City. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, TenantThe Township Land, upon written notice to Landlordannexation, shall be entitled added to the ADD-2 Zoning district under the City of Springboro Zoning Code and be made subject to the same terms and conditions, including the Amended and Restated Court Order, as apply to the Springboro Land. (c) As a supplement to the Amended and Restated Court Order, and to implement its terms in regard to the Development, the City and Developer shall have entered into a Declaration of Site Development and Design Standards (the “Design Approval Declaration”) with respect to the Project Site, in substantially the form attached hereto as Exhibit I, and the terms and conditions of the Design Declaration (i) shall have been approved by the Court as an amendment to the Amended and Restated Court Order and (ii) shall have been adopted by the City as an amendment to the zoning applicable in the ADD-2 district. (d) With respect to each element of the Committed Private Improvements set forth in Section 5.2 the Developer shall have submitted to the City pre-sale commitments, leases, letters of intent, financing commitments and similar information satisfactory to the City evidencing the ability of Developer or each entity proposing to construct the Committed Private Improvements to proceed with the construction of the Committed Private Improvements on dates specified for each Committed Private Improvement and acceptable to the City. The total taxable Improvement value associated with all Committed Private Improvements shall be equal to or greater than $71,000,000 before the City shall be obligated to incur any of the City Debt. (e) Developer shall have submitted to the City, and the City shall have approved, the Association Organizational Documents consistent with the provisions of Section 10.4 hereof. (f) The City shall have passed an ordinance or resolution authorizing the execution of a Construction Manager at Risk Agreement with Developer, as contemplated by Section 8.1. (g) The City shall have passed an ordinance or resolution establishing the CED as contemplated by Section 10.6. (h) Prior to commencement of construction on any portion of the Project Site, the Developer shall have completed and filed of record a plat and subdivision reasonably acceptable to the City with respect to the applicable portion of the Project Site proportionate in size to the real property being improved and with regard to the individual TIF Parcels identified in this Agreement. Such platting and subdivision is necessary to ensure that the TIF Exemption for each individual TIF Parcel begins at the time when an Improvement due to the construction of a new building or vertical structure on that TIF Parcel first appears on the tax list and duplicate of real and public utility property, and that the TIF Exemption does not inadvertently begin on the entire Project Site or on more acreage of the Project Site than is necessary. In addition, for the avoidance of doubt, the Developer additionally shall have completed and filed of record a plat and subdivision reasonably acceptable to the City and proportionate in size to the real property being improved prior to the initial improvement on the Project Site. (i) Developer shall have entered into a Service Agreement with Master Developer authorizing Master Developer to perform all its obligations as contemplated by this Agreement. (j) The Ohio Department of Transportation shall have approved the traffic study for the Development prepared by Mannik ▇▇▇▇▇ Group dated January 6, 2017.] The Contingency Period may be extended by either party by a period of ninety (90) days by notice to the other party prior to the expiration of the original ninety (90) day period. Either party shall have the right to terminate this LeaseAgreement if these contingencies are not satisfied to its reasonable satisfaction prior to the expiration of the Contingency Period, or any extension(s). In If the event Contingencies are not satisfied in whole or in part, but neither party elects to terminate this Agreement, then the parties shall proceed without the terms or benefits contemplated by these Contingencies, but shall continue to use their best efforts to secure other sources of Tenant's terminationfunding for the Development. The date when the Contingencies have been satisfied or waived (including the expiration of the Contingency Period if neither party has elected to terminate this Agreement), Landlord agrees to reimburse Tenant shall constitute the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with “Commencement Date” under this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsAgreement. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord Buyer's obligation to close escrow will be subject to, but not limited to, Buyer's approval or waiver of the following contingencies, during the Contingency Period. Approval or waiver shall be in the sole and absolute discretion of Buyer. If Buyer does not own approve or waive and make the additional deposit provided by Section 1.2 by the end of the Contingency Period, Buyer shall be deemed to have disapproved, Buyer's initial deposit shall be refunded, and neither party shall have any further obligation to the other. Except as otherwise specified in this Section 4, Buyer shall have not less than sixty (60) days from receipt of data applicable to each contingency item to be supplied by Seller, but with respect to items to be obtained by Buyer no more than ninety (90) days from acceptance of this Letter, to approve or disapprove each contingency called for herein. The contingencies are: 4.1 Buyer's approval of a title insurance commitment and extended coverage supplemental title report, if available, covering the Property and all underlying exceptions to be provided by Seller at Seller's expense within fifteen (15) days of the commencement of the Contingency Period. Buyer shall give Seller notice of objection in respect of any title exceptions unacceptable to Buyer within thirty (30) days of the commencement of the Contingency Period. Seller shall have the right but not the obligation to cure Buyer's title objections within sixty (60) days after receiving Buyer's notice of objection. 4.2 Buyer acknowledges receipt of a Phase I Environmental Site Assessment prepared by Hazclean Environmental Consultants of Jackson, Mississippi. Within thirty (30) days of execution of this letter, Seller shall obtain at Seller's cost a letter updating such Assessment and permitting Buyer and Buyer's lender to rely thereon. Thereafter Seller shall obtain at Seller's expense such Phase II and/or Phase III studies as may be called for in the Phase I assessment. Seller shall provide any environmental, biological, airport or traffic studies in its possession. 4.3 Within thirty (30) days of execution of this Letter Seller shall obtain at Seller's cost a current ALTA qualifying survey of the Building. RatherProperty. 4.4 Within ninety (90) days from execution of this Letter, Landlord intends and at no cost to enter into a Contract to Buy Seller, Buyer shall complete and Sell Real Estate with the current owner approve or disapprove of engineering and feasibility studies for Buyer's intended use of the Property (as a hotel consisting of 75 hotel rooms, approximately 25,000 square feet of commercial space and approximately 150 condominiums to be built on the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner rear of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord . Should Buyer disapprove of the purchase price costs or conditions involved, Buyer shall deliver to Seller all of Buyer's work product at no charge to Seller. 4.5 Buyer's approval of any existing or proposed assessments to the property or planned dedications of streets or utility easements. 4.6 Buyer's approval of all documentation: affecting the Property, including but not limited to, review of all documents set forth on Exhibit B, attached hereto and by reference incorporated herein. 4.7 Site inspections by Buyer's personnel or other professionals engaged by Buyer at no cost to Seller. 4.8 Seller shall deliver the delivery subject property to Buyer free and clear of a deed for the Property any liens, leases or encumbrances of any kind except those approved in writing by the current owner;Buyer. b. a financing commitment, by February 15, 2002, reasonably 4.9 Estoppel certificates in form and substance satisfactory to Tenant, from a lender or other private sources (members Buyer signed by 90 percent of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition tenants of the Property;; and c. Landlord's acquisition 4.10 Upon the approval of items 4.1 to 4.9 during the Property from Contingency Period, the current owner on or before March 31, 2002. If Landlord fails to satisfy any close of Landlord's Contingencies within escrow shall be contingent upon all such items being substantially unchanged at the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days close of Landlord's receipt of an invoice from Tenant for such costsescrow. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own This Agreement and the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner conveyance of the Property (at Closing from the "Original Contract"). Notwithstanding anything contained herein Seller to the contrary, this Lease is Buyer are contingent upon Landlord delivering the Buyer providing evidence satisfactory to Tenant all of the Seller, at the Seller’s reasonable discretion, that the Buyer has completed the following ("Landlord's the “Contingencies"”): a. Not later than December 31, 2024, prepared a copy subdivision plat that includes the Property and the area of the Original ContractProject (the “Plat”), executed as well as obtained all needed Plat approvals and signatures so the Plat is ready to record prior to or at Closing. As a condition for Seller to proceed with the Closing, ▇▇▇▇▇ must record the Plat, in its entirety, at or before Closing. b. Not later than December 31, 2024, acquired the following parcels, to be included in the Plat: c. Not later than December 31, 2024, Buyer shall provide Seller evidence that Buyer has obtained or will obtain all Municipal development, zoning and/or rezoning approvals for the Project. d. Not later than one hundred fifty (150) days after the date of this Agreement, prepared an “Access Plan”, which has been approved at the reasonable discretion of the Seller and Wisconsin Department of Natural Resources, identifying how the Buyer will maintain access to the parcel of Seller-owned park land depicted on Exhibit B as the “Park Parcel”, until long- term access can be granted from the anticipated future portion of Chicago Avenue to be constructed as part of the Project. Any access agreements, access easement, or other instruments included in the Access Plan shall be approved by Landlord the Seller, at the Seller’s reasonable discretion. The Access Plan shall require access for use and maintenance similar to the current access over and across the Property (i.e. not paved or improved) and the current owner Buyer shall have the right to alter the path of access to the Park Parcel as the Plat, and the improvements within the Plat, are completed from time to time. Buyer shall have the right to extend each of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods contingencies set forth abovein this Paragraph 5, Tenantexcept subparagraph d., for up to two hundred seventy (270) days upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsSeller. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this a) This Lease is contingent upon (i) Landlord delivering obtaining the following final (i.e., after the expiration of all applicable appeal periods) board or other approvals or consents necessary for Landlord to enter into and perform its obligations under this Lease (collectively, “Lease Consent”); (ii) Tenant entering into an Airport Use Agreement (as defined in Section 5.5.) with Landlord for the use of the Airport (the “Use Agreement”); and (iii) Landlord and/or Tenant, as applicable, obtaining all final (i.e., after the expiration of all applicable appeal periods) grading and building permits and all other permits, licenses, permissions, consents and approvals required to be obtained from governmental agencies (including Landlord) or third parties (the “Approvals”) for the operation of Tenant’s business in the Premises and for the completion of the Project, on terms and conditions acceptable to Tenant all of in Tenant’s sole discretion. If both the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord Lease Consent and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner Use Agreement are not obtained on or before March 31June 30, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above2019, Tenant, then Tenant may terminate this Lease upon written notice to Landlord, whereupon this Lease shall be entitled to terminate this Leaseand neither party shall have any liability or obligation hereunder, except for those which expressly survive termination hereof. In addition, if the event of Tenant's terminationApprovals are not obtained on or before the date which is one year from the Effective Date, Tenant shall provide written notice to Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within Landlord shall have ten (10) Business Days to take such action as Landlord deems appropriate to assist Tenant in obtaining the Approvals, then, if the Approvals are still not obtained after the expiration of such ten (10) Business Day period, Tenant may terminate this Lease upon notice to Landlord, whereupon this Lease shall terminate and neither party shall have any liability or obligation hereunder, except for those which expressly survive termination hereof. (b) Tenant may terminate this Lease upon notice to Landlord in the event Tenant is materially restricted from using the Premises for the Primary Use for more than sixty (60) consecutive days, unless as a result of a casualty or condemnation event covered by Sections 10 and 11 or Tenant’s breach of this Lease or any Legal Requirements. (c) At Tenant’s request, Landlord will reasonably cooperate with Tenant as may be required for Tenant to obtain, maintain, or modify any Approvals (including cooperation in Tenant’s filing of applications and reports, as well as entering into agreements with Authorities for Incentives), or to perform its obligations under this Lease (“Cooperation Efforts”). Cooperation Efforts may include execution of documents, making appearances, and taking other actions as Tenant may reasonably request. All reasonable third-party costs incurred by Landlord in connection with its Cooperation Efforts will be reimbursed by Tenant within thirty (30) days of Landlord's receipt of an invoice from invoice, provided that Landlord will notify Tenant for such costsif Landlord anticipates that its third party costs will exceed $5,000. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own (a) On or before the Property or fifth (5th) day after the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, date this Lease is contingent upon executed by Landlord, Tenant shall file an application with the State Banking Commission, the Federal Reserve and the FDIC (collectively, the “Comptroller”) to obtain permission to operate a full service bank at the Premises (“Comptroller Approval”). Tenant shall use its best efforts to obtain Comptroller Approval as soon as possible thereafter. Tenant shall respond to all inquiries and requests for information from the Comptroller and from all applicable governmental authorities in connection with obtaining such approval and will promptly pay all applicable fees and charges in connection therewith. Upon receiving Comptroller Approval or denial thereof, Tenant shall immediately notify Landlord. Tenant shall promptly notify Landlord delivering to Tenant all in writing of the following ("Landlord's Contingencies"): a. a copy date Tenant receives approval from the Comptroller. If, through no fault of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender Tenant has not received Comptroller Approval within ninety (90) days after the date of this Lease (the “Contingency Period”), (i) Landlord or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, Tenant may terminate this Lease upon written notice to the other given at any time after said 90-day period but before obtaining Comptroller Approval, or (ii) Landlord and Tenant may mutually agree to extend the Contingency Period for reasonable period of time. (b) This Lease is subject to Landlord’s obtaining an agreement (a “Termination Agreement”) whereby the tenant currently occupying the Premises (the “Existing Tenant”) terminates any rights it may have to the Premises prior to the date Landlord delivers possession of the Premises to Tenant. Notwithstanding the foregoing, the Termination Agreement shall not be entitled effective until Tenant has obtained Comptroller Approval subject to subsection (a) above. Landlord shall promptly and diligently pursue obtaining the Termination Agreement, using commercially reasonable efforts. If Landlord is unable to obtain a Termination Agreement within the Contingency Period, either party to this Lease may terminate this LeaseLease upon notice to the other given at any time after the expiration of the Contingency Period but before the Termination Agreement is obtained. In Notwithstanding the event of Tenant's terminationforegoing, if Landlord and Tenant mutually agree to extend the Contingency Period pursuant to subsection (a) above, Landlord agrees shall have the same additional period of time to reimburse Tenant obtain the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsTermination Agreement. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. RatherThis Amendment, Landlord intends as it relates to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrarySuite 330, this Lease specifically is contingent upon the modification of that certain Lease, dated December 20, 2005 (the “Barney Lease”), by and between Landlord delivering and Barney & Barney, LLC, a California limited liability company (“Barney”). This Amendment, as it relates to Suite 335, specifically is contingent upon the modification of that certain Lease, dated January 18, 2006 (the “NCSoft Lease”), by and between Landlord and NCSoft Corporation, a Korean corporation (“NCSoft”). Landlord currently is negotiating the terms of an agreement with Barney to amend the Barney Lease (the “Barney Amendment”) to relocate Barney to Suite 330, and Landlord currently is negotiating the terms of an agreement with NCSoft to amend the NCSoft Lease (the “NCSoft Amendment”) to expand the premises leased thereunder to include Suite 335. Landlord and Tenant all agree that the foregoing contingencies are independent of each other. For the following avoidance of doubt, this Amendment shall be effective ("Landlord's Contingencies"): a. a copy of the Original Contract, a) with respect to Suite 330 if an acceptable Barney Amendment is executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner Barney on or before March 31the Contingency Date (as defined below), 2002and (b) with respect to Suite 335, if an acceptable NCSoft Amendment is executed by Landlord and NCSoft on or before the Contingency Date. If Landlord fails to satisfy any enter into the Barney Amendment with Barney and/or the NCSoft Amendment with NCSoft in form and substance satisfactory to Landlord on or before the date (the “Contingency Date”) that is the later of Landlord's Contingencies within (i) July 20, 2007, or (ii) five (5) days following the time periods set forth abovedate this Amendment, executed by Tenant, upon written notice is delivered to Landlord, shall be entitled to then Landlord may terminate this Lease. In Amendment (or relevant portions thereof) by providing written notice thereof to Tenant, and Landlord and Tenant shall enter into an amendment or other agreement to document any necessary revisions related thereto (i.e., changes to the event rent chart reflecting Monthly Installment of Rent, Tenant's termination’s Proportionate Share, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costsetc. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002).

Contingencies. Tenant acknowledges that Landlord does not own (a) The provisions of this Agreement (other than subsection 1.7(b)) are contingent, with respect to the Property or obligations of NPC (and with respect to the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner obligations of the Property (General Partners as the "Original Contract"). Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all general partner of the following ("Landlord's Contingencies"): a. a copy respective Partnership Shareholders), upon consent or approval by the requisite majority of the Original Contract, executed by Landlord and the current owner limited partners of the Property, by January 23, 2002, Partnership Shareholders in accordance with no conditions on the closing under the contract except the payment by Landlord applicable provisions of the purchase price respective partnership agreements and the delivery applicable law and such other acknowledgments or releases which NPC, in its reasonable discretion, shall seek from such limited partners in accordance with a Notice of a deed for the Property Merger and disclosure materials prepared by the current owner;NPC, Bison and its counsel. b. a financing commitment(b) Bison shall give Notice to Middle Bay, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March December 24, 1996, stating whether or not the contingency described in subsection 1.7(a), with respect to the Partnership Shareholders, has been met. (c) Middle Bay's obligations under this Agreement are contingent upon consent or approval by the requisite number of limited partners of each of the Partnership Shareholders (i) in accordance with applicable provisions of the respective partnership agreements of the Partnership Shareholders and applicable law; and (ii) acknowledgment and consent by such limited partners in light of the disclosures set forth in the Notice of Merger. (d) Bison shall utilize reasonable efforts in order to assure that the contingencies described in this Section 1.7 are met; provided, however, Middle Bay may waive such contingencies in order to effect a Closing on December 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease1996. In the event the Closing is effected and such contingencies have not been satisfied by Bison in a manner acceptable to Middle Bay, Middle Bay shall take no further action to effect the Merger under the Alabama Business Corporation Act until Middle Bay, at it sole option, determines and elects whether to rescind the Agreement by following the procedures set forth in subsection 1.7(e). (e) In the event Middle Bay elects to rescind the Merger subsequent to Closing as contemplated in subsection 1.7(d), it shall notify Bison in writing of Tenant's terminationsuch election no later than January 15, Landlord agrees to reimburse Tenant the engineering and architectural costs 1997. Upon receipt by Bison of such rescission notice, Bison shall: (in an amount not to exceed $25,000i) incurred by Tenant in connection with this Lease notify its shareholders and the Work Letterlimited partners of the Partnership Shareholders of the election by Middle Bay to rescind the Merger; and (ii) cooperate with Middle Bay in taking such other reasonable actions, within ten (10) days with advice of Landlord's receipt of the respective counsel for Bison and Middle Bay, to terminate the Agreement, return to Middle Bay all cash paid and Middle Bay Common Stock delivered by Middle Bay at Closing to NPC for distribution to its shareholders and restore NPC as an invoice from Tenant for such costsindependent corporate entity, with the same shareholders, management and properties which existed immediately prior to the Closing. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY(f) In the event Middle Bay does not notify Bison of its election to rescind this Agreement on or before January 15, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M.1997, JANUARY 18Middle Bay and Bison shall take such action as necessary and required to effect the Merger in accordance with applicable law. (g) Notwithstanding anything to the contrary set forth in this Agreement, 2002Bison may elect to rescind the Merger subsequent to Closing if Bison is unable to reasonably comply with, or is unable to reasonably satisfy, in Bison's sole determination, the contingencies set forth in this Section 1.7 on or before January 15, 1997. In the event Bison does not notify Middle Bay of its election to rescind this Agreement on or before January 15, 1997, Bison and Middle Bay shall take such action as necessary and required to effect the Merger in accordance with applicable law. Bison's ability to rescind the Merger shall not be impacted by, and may be implemented regardless of, any decision by Middle Bay to waive any of the contingencies or requirements set forth in Section 1.7.

Contingencies. Tenant acknowledges that Landlord does not own This Lease is subject to the Property satisfaction or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner waiver of the Property (the "Original Contract")contingencies contained in this Paragraph 30.36. Notwithstanding anything contained herein to the contrary, this Lease is contingent upon Landlord delivering to Tenant all of the following ("Landlord's Contingencies"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002. If Landlord fails to satisfy any of Landlord's Contingencies within the time periods set forth above, Tenant, upon written notice to Landlord, shall be entitled to terminate this Lease. In the event of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease and the Work LetterEither party, within ten (10) days after written request of the other after the date for each such contingency has passed, will execute documentation indicating the satisfaction or waiver of such contingencies. 30.36.1 This Lease shall be contingent upon Landlord's ’s acquisition of the Project on or before March 31, 2001. If such contingency has not occurred by March 31, 2001, Tenant may terminate this Lease if such acquisition does not occur within thirty (30) days after receipt of an invoice from Tenant for Tenant’s notice to so terminate. If such costsacquisition has not occurred by December 31, 2001, Landlord may terminate this Lease upon written notice to Tenant. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY30.36.2 This Lease shall be conditioned upon modifications, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M.if any, JANUARY 18being made to Paragraph 9.2 which are acceptable to both Landlord and Tenant in their sole discretion. If such contingency has not been satisfied or waived by Tenant by February 15, 20022001, either party may terminate this Lease upon written notice to the other. Landlord and Tenant agree that if Tenant has not given written notice to Landlord by February 8, 2001 that such contingency has not been satisfied, the contingency shall be conclusively deemed satisfied and this Lease shall continue in full force and effect. 30.36.3 This Lease shall be conditioned upon Landlord being able to make the warranty contained in Paragraph 4.6 above. The failure of Landlord to notify Tenant that this condition has not been satisfied by January 31, 2001, shall be conclusively deemed that this conditioned is satisfied or waived. If Landlord notifies Tenant in writing on or before January 31, 2001, that Landlord is unable to make the warranty contained in Paragraph 4.6, Tenant may elect either (i) to terminate this Lease by February 8, 2001, or (ii) to continue this Lease in full force and effect, in which event Paragraph 4.6 shall be deemed to be stricken in its entirety. The failure of Tenant to notify Landlord of its election of item (i) or (ii) above by February 8, 2001, shall be conclusively deemed Tenant’s election of item (ii) above.

Contingencies. Tenant acknowledges that Landlord does not own the Property or the Building. Rather, Landlord intends to enter into a Contract to Buy and Sell Real Estate with the current owner of the Property (the "Original Contract"). Notwithstanding anything contained herein to the contrary, this A. This Lease is contingent upon the termination of that certain lease dated January 24, 1994 (the "Prior Tenant Lease"), by and between Landlord delivering (as successor in interest to One Bellevue Center Joint Venture, a Washington general partnership), and Computer Associates International, Inc. a Delaware corporation (as successor in interest to Legent Corporation, a Delaware corporation) ("Prior Tenant") relating to approximately 21,106 rentable square feet (the "Prior Tenant Space") on the 5th and 6th floors of the Building, which Prior Tenant Space includes all or a portion of the Premises to be leased to Tenant all pursuant to the terms of this Lease. Landlord currently is negotiating the following terms of an agreement with Prior Tenant to terminate the Prior Tenant Lease (the "Landlord's ContingenciesPrior Tenant Termination Agreement"): a. a copy of the Original Contract, executed by Landlord and the current owner of the Property, by January 23, 2002, with no conditions on the closing under the contract except the payment by Landlord of the purchase price and the delivery of a deed for the Property by the current owner; b. a financing commitment, by February 15, 2002, reasonably satisfactory to Tenant, from a lender or other private sources (members of the Landlord's limited liability company) committing to fund the total purchase price for Landlord's acquisition of the Property; c. Landlord's acquisition of the Property from the current owner on or before March 31, 2002). If Landlord fails to satisfy any enter into, and notify Tenant thereof, the Prior Tenant Termination Agreement with Prior Tenant on or before the December 13, 1998, then Landlord or Tenant may terminate this Lease by providing written notice thereof to the other party on or before December 14, 1998. B. Provided that this Section III.B. does not apply if Landlord acts in bad faith and Landlord withdraws from negotiations, Section II.B. above and Section I.A.2. of this Lease are strictly contingent upon Landlord's Contingencies within receipt on or before June 1, 1999, of a copy of a fully executed lease agreement for approximately 94,000 (or more) square feet of office space between Tenant and the time periods set forth abovelandlord for the property known as Sunset North, Tenantlocated at the NE corner of the intersection of 139th Avenue SE and SE 32nd St. in Bellevue, upon written notice to LandlordKing County, shall be entitled to terminate this LeaseWashington. In the event event, Tenant is unable to enter into said lease agreement, or deliver a copy thereof to Landlord as described above in this Section III.B, then Section I.A.2. of Tenant's termination, Landlord agrees to reimburse Tenant the engineering and architectural costs (in an amount not to exceed $25,000) incurred by Tenant in connection with this Lease shall be automatically deleted and the Work Letter, within ten (10) days of Landlord's receipt of an invoice from Tenant for such costs. d. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS LEASE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF TENANT UNLESS TENANT OBTAINS APPROVAL OF THE LEASE BY TENANT'S BOARD OF DIRECTORS AND TENANT DELIVERS A DULY EXECUTED DOCUMENT EVIDENCING SUCH APPROVAL TO LANDLORD ON OR BEFORE 5:00 P.M., JANUARY 18, 2002.following substituted therefor: