Common use of COVENANTS OF LESSEE Clause in Contracts

COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with said LESSOR that LESSEE shall: (a) Pay all said rent and financial obligations required hereunder at the times and place in the manner required aforesaid. (b) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does hereby covenants and Lessee agrees with said LESSOR that LESSEE shallas follows: (a) Pay all said rent and financial obligations required hereunder at the times and place in the manner required aforesaid. (b) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and Lessee will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limitsfurnish Lessor: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury within 180 days after the end of each fiscal year of Lessee, a copy of its audited financial statements for such fiscal year, which audited financial statements shall include a balance sheet, a statement of revenues, expenses and changes in fund balances for budget and actual, a statement of cash flows, notes, schedules and any attachments to the financial statements; (ii) no later than 10 days prior to the end of each fiscal year (commencing with the current fiscal year during which a Lease becomes effective), a copy of Lessee’s current budget or other proof of appropriation for the ensuing fiscal year; (iii) promptly after Lessor’s written request, a copy of any interim updates or modifications to Lessee’s adopted budget and such other information relating to Lessee’s ability to continue the Lease Term of each Lease for such fiscal year as may be reasonably requested by Accident Lessor; and (iv) promptly after Lessor’s written request, such other financial statements and information as Lessor may reasonably request; (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a city body corporate and politic under the laws of the State; (c) Lessee promptly will execute and deliver to Lessor such further documents and take such further action(s) as Lessor from time to time reasonably requests to carry out the intent of each Lease and to establish the rights created herein in favor of Lessor; (d) the financial statements described in subsection (a)(i) of this Section shall be accompanied by an unqualified opinion of Lessee’s auditor; (e) in the event any street address, legal description, other information, UCC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to the Lessor’s interests in the Equipment or any of the real property on which the Equipment is located or to be installed reflects any incorrect or incomplete real property legal description, equipment description or other information, Lessee shall take all steps necessary (with the Lessor’s prior written approval) to promptly correct any errors or deficiencies with respect to such legal descriptions, street address, other information, UCC-1 financing statements and/or fixture filings and to protect Lessor’s interests in the Equipment; (f) in the event any Lien, encumbrance, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with respect to the Lessee’s legal title to or valid and marketable, beneficial use and enjoyment of the real estate where the Equipment is and will be located (the “Real Property”) or impairs or adversely impacts Lessor’s right, title or interest in the Equipment or any of Lessor’s rights or remedies under any Lease with respect to the Equipment (each accidentof the foregoing referred to as a “Real Property Issue”), Lessee will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Lessor and ensure that Lessee and Lessor have adequate access to and use of (including beneficial use and enjoyment of) $500,000 Bodily Injury the Real Property for all purposes of the Equipment contemplated herein and Lessee shall ensure that its fee interest in the Real Property and Lessor’s right, title or interest in the Equipment and rights or remedies under this Agreement with respect to the Equipment remain free and clear of all Real Property Issues; (g) Lessee covenants that notwithstanding any provisions of the Vendor Agreement to the contrary, Lessee shall not (i) in any material respect waive, amend, modify, supplement, rescind, terminate or alter all or any part of the Vendor Agreement without the prior written consent of Lessor or (ii) terminate any services or guarantees under the Vendor Agreement or fail to timely pay amounts required to be paid under the Vendor Agreement without the prior written consent of Lessor. Lessee shall deliver to the Lessor such information as the Lessor shall request regarding each Vendor Agreement, including any information provided by Disease the Vendor to the Lessee thereunder. Lessee shall comply with the terms of each Vendor Agreement; and (each employeeh) $500,000 Bodily Injury Lessee shall promptly furnish to Lessor all documentation and other information requested by Disease Lessor which may be required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act. Lessee is and will remain in full compliance with all such laws, including, without limitation, ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (policy limita) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, or (b) a person designated under Section 1 of Executive Order No. 13,224 (September 24, 2001), any related enabling legislation or any other similar Executive Orders. Lessee agrees to provide additional information as reasonably requested by Lessor relating to the foregoing.

COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with said LESSOR that AGREES THAT ITS OBLIGATIONS UNDER THIS LEASE AND ANY SCHEDULE HERETO, INCLUDING WITHOUT LIMITATION, THE OBLIGATION TO PAY RENTAL, ARE IRREVOCABLE AND ABSOLUTE, SHALL NOT XXXXX FOR ANY REASON WHATSOEVER (INCLUDING ANY CLAIMS AGAINST LESSOR), AND SHALL CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF ANY INABILITY OF LESSEE shall: TO USE THE EQUIPMENT OR ANY PART THEREOF FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, WAR, ACT OF GOD, STORMS, GOVERNMENTAL REGULATIONS, STRIKE OR OTHER LABOR TROUBLES, LOSS, DAMAGE, DESTRUCTION, DISREPAIR, OBSOLESCENCE, FAILURE OF OR DELAY IN DELIVERY OF THE EQUIPMENT, OR FAILURE OF THE EQUIPMENT TO PROPERLY OPERATE FOR ANY CAUSE. In the event of any alleged claim (a) Pay all said rent and financial obligations required hereunder at the times and place including a claim which would otherwise be in the manner required aforesaid. nature of a set-off) against Lessor, Lessee shall fully perform and pay its obligations hereunder (b) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein any waste to including the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders payment of all governmental authorities rents, without set-off or agencies, respecting the LESSEE'S particular use defense of any kind) and occupation of the Premises. (g) The LESSEE its only exclusive recourse against Lessor shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and be by a separate action. Lessee agrees to assume all furnish promptly to Lessor the annual financial statements of the liabilities Lessee (and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term guarantors of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEELessee's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use performance under this Lease and any Schedule hereto), prepared in accordance with generally accepted accounting principles and such interim financial statements of Lessee as Lessor may reasonably require during the entire term of this Lease and any Schedule hereto. Either independent certified public accountants or the Lessee's chief financial officer as requested by Lessor shall certify all such annual financial statements. Lessee, if required by Lessor prior to the Premises provided LESSEE initial purchase by Lessor of Equipment for lease hereunder, shall not be in default hereunder. (p) LESSOR provide at Lessee's expense an opinion of its counsel acceptable to Lessor affirming the covenants, representations and LESSEE agree not to record warranties of Lessee under this Lease and any Schedule hereto. So long as there are amounts due Lessor under this Lease. However, both parties willLessee shall supply Lessor with such other financial and operating performance data as is provided to its outside investors or commercial lenders and, at if applicable, required to be provided to shareholders by the request Security and Exchange Commission, and Lessee shall immediately notify Lessor of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each any material adverse change in recordable form. Such notices shall contain only the information required by law for recordingits financial condition or business prospects. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE Lessee does hereby covenants covenant and agrees agree with said LESSOR City that LESSEE shallit will: (a) Pay all said rent Obtain any ATM and financial obligations required hereunder at related equipment needed for installation on the times and place in the manner required aforesaid.Premises; (b) Use Within ten (30) days of issuance of a notice to proceed from the City, erect and occupy said premises in a careful install the ATM and proper manner as a banking facility.related improvements on the Premises. All improvements, trade fixtures and equipment kept or installed upon the Premises are now, and hereafter shall continue to be and remain the personal property of Lessee, and same are not and shall not become attached to or be or become part of the realty; (c) Not commit therein any waste to Pay said rent at the Premises whatsoevertimes, especially hazardous or contaminated waste.place, and in accordance with Section 7; (d) To maintain Pay all taxes, if any, arising out of or in connection with the Premises in at least its present state installation, operation or use of good repair and physical condition and appearance.the ATM on the Premises; (e) Keep On a daily basis, maintain the Premises free ATM in a safe, neat and orderly condition and perform regular custodial service, including cleaning the exterior of pests and animals or every kind and description.the ATM; (f) Be responsible for security to and protection of the ATM, including the contents thereof; (g) Be responsible for and pay all charges for upkeep of the ATM and related equipment and supplies and make, at its own expense, any and all repairs and supply and pay for any condition and all materials needed to maintain the ATM and related equipment in proper condition and good working order; (h) Ensure the ATM to be in good working order and maintain enough cash to allow continued customer usage. In the event that the ATM becomes inoperable, Lessee must restore the ATM to good working condition within 48 hours of being notified such condition exists. In the case that the necessary repairs or replacement of ATM equipment is expected to take longer than 48 hours, Lessee must notify the City of status and expected date equipment will be in good working order, within 48 hours from being notified of the problem. In this event Lessee shall ensure that the ATM be in good working order no more than 14 days after being notified that ATM has become inoperable for any reason; (i) Not commit any waste therein; (j) Not use or occupy said the Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities purpose or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof.specified hereinabove; (k) Be responsible for and to make all repairs Make no alterations or additions, subsequent to the interior installation, on or to said Premises without the prior written consent of the building which are necessary City Manager; (l) Unless provided for LESSEE'S use and occupancyotherwise herein, and shall leave the Premises at the expiration or prior termination of this lease Agreement, or any renewal or extension thereof, in as good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable or better condition as received except for normal wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit);

COVENANTS OF LESSEE. The LESSEE does hereby covenants and Xxxxxx agrees with said LESSOR that LESSEE shallas follows: (a) Pay all said rent and financial obligations required hereunder at the times and place in the manner required aforesaid. (b) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and Lessee will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limitsfurnish Lessor: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury within 180 days after the end of each fiscal year of Lessee, a copy of its audited financial statements for such fiscal year, which audited financial statements shall include a balance sheet, a statement of revenues, expenses and changes in fund balances for budget and actual, a statement of cash flows, notes, schedules and any attachments to the financial statements; (ii) no later than 10 days prior to the end of each fiscal year (commencing with the current fiscal year during which a Lease becomes effective), a copy of Xxxxxx’s current budget or other proof of appropriation for the ensuing fiscal year; (iii) promptly after Xxxxxx’s written request, a copy of any interim updates or modifications to Xxxxxx’s adopted budget and such other information relating to Xxxxxx’s ability to continue the Lease Term of each Lease for such fiscal year as may be reasonably requested by Accident Xxxxxx; and (iv) promptly after Xxxxxx’s written request, such other financial statements and information as Lessor may reasonably request; (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a city under the laws of the State; (c) Lessee promptly will execute and deliver to Lessor such further documents and take such further action(s) as Lessor from time to time reasonably requests to carry out the intent of each Lease and to establish the rights created herein in favor of Xxxxxx; (d) the financial statements described in subsection (a)(i) of this Section shall be accompanied by an unqualified opinion of Xxxxxx’s auditor; (e) in the event any street address, legal description, other information, UCC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or recorded with respect to the Lessor’s interests in the Equipment or any of the real property on which the Equipment is located or to be installed reflects any incorrect or incomplete real property legal description, equipment description or other information, Lessee shall take all steps necessary (with the Lessor’s prior written approval) to promptly correct any errors or deficiencies with respect to such legal descriptions, street address, other information, UCC-1 financing statements and/or fixture filings and to protect Lessor’s interests in the Equipment; (f) in the event any Lien, encumbrance, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with respect to the Lessee’s legal title to or valid and marketable, beneficial use and enjoyment of the real estate where the Equipment is and will be located (the “Real Property”) or impairs or adversely impacts Lessor’s right, title or interest in the Equipment or any of Lessor’s rights or remedies under any Lease with respect to the Equipment (each accidentof the foregoing referred to as a “Real Property Issue”), Lessee will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Lessor and ensure that Lessee and Lessor have adequate access to and use of (including beneficial use and enjoyment of) $500,000 Bodily Injury the Real Property for all purposes of the Equipment contemplated herein and Lessee shall ensure that its fee interest in the Real Property and Xxxxxx’s right, title or interest in the Equipment and rights or remedies under this Agreement with respect to the Equipment remain free and clear of all Real Property Issues; (g) Lessee covenants that notwithstanding any provisions of the Vendor Agreement to the contrary, Lessee shall not (i) in any material respect waive, amend, modify, supplement, rescind, terminate or alter all or any part of the Vendor Agreement without the prior written consent of Lessor or (ii) terminate any services or guarantees under the Vendor Agreement or fail to timely pay amounts required to be paid under the Vendor Agreement without the prior written consent of Lessor. Lessee shall deliver to the Lessor such information as the Lessor shall request regarding each Vendor Agreement, including any information provided by Disease the Vendor to the Lessee thereunder. Lessee shall comply with the terms of each Vendor Agreement; and (each employeeh) $500,000 Bodily Injury Lessee shall promptly furnish to Lessor all documentation and other information requested by Disease Lessor which may be required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act. Lessee is and will remain in full compliance with all such laws, including, without limitation, ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (policy limita) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, or (b) a person designated under Section 1 of Executive Order No. 13,224 (September 24, 2001), any related enabling legislation or any other similar Executive Orders. Xxxxxx agrees to provide additional information as reasonably requested by Xxxxxx relating to the foregoing.

COVENANTS OF LESSEE. The LESSEE does hereby 23.01 To induce Lessor to execute this Lease, and in consideration thereof, Lessee covenants and agrees with said LESSOR that LESSEE shallas follows: (a) Pay all said rent and financial obligations required hereunder at Lessee agrees to give to Lessor prompt written notice of any accident, fire or damage occurring in, on or to the times and place in the manner required aforesaidPremises. (b) Use Lessee agrees that all loading and occupy said premises unloading of goods shall be done only in a careful the areas and proper manner through such entrances as a banking facilitymay be designated for such purposes by Lessor. (c) Not commit therein any waste Lessee agrees to keep the outside areas immediately adjoining the Premises whatsoeverclear and not to burn, especially hazardous place or contaminated wastepermit any rubbish, obstruction or merchandise in such areas. (d) To Lessee shall install, maintain the Premises in and keep current, at least its present state of good repair expense, all fire extinguishers and physical condition other safety equipment as shall be required by applicable law, ordinance, regulation, or fire and appearanceextended coverage insurance underwriting compliance. (e) Keep Lessee shall not use or operate any machinery that, in Lessor’s opinion, is harmful to the Premises free or disturbing to others; nor shall Lessee use any loud speakers, televisions, radios, or other devices in a manner so as to disturb persons outside of pests and animals the Premises; nor display merchandise on the exterior of the Premises either for sale or every kind and descriptionfor promotional purposes, without obtaining the prior written consent of Lessor. (f) Not use Lessee shall not conduct any auction, fire, bankruptcy, selling-out, or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities going-out-of-business sale on or agencies, respecting the LESSEE'S particular use and occupation of about the Premises. (g) The LESSEE Lessee shall not sublease all or part notify Lessor of the space in Exhibit A.death of any surety or guarantor, if any, of this Lease on or before the date of the first publication of the Notice of Administration of the estate of the deceased surety or guarantor. (h) Notwithstanding Section 1(g) above, Lessee shall not commit or suffer to be committed any waste upon the sale Premises or merger any nuisance or other act or thing which may disturb the quiet enjoyment of any person outside the boundaries of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receiptPremises. (i) Not use or occupy said Lessee agrees all mechanical apparatus shall be kept free from vibrations and noise which may be transmitted beyond the Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration Lessee shall not do or additions in suffer to be done any act, manner or thing objectionable to the said Premises, which will affect fire insurance companies whereby the structural soundness of the building fire insurance or decrease its market value without the written consent of said LESSOR. Changes proposed any other insurance now in force or hereafter to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave placed on the Premises at or any part thereof, shall become void or suspended. Upon the expiration or prior termination breach of this lease covenant, in good repair addition to all other remedies of Lessor and rentable conditionnot as a limitation thereof, Lessee agrees to pay to Lessor as additional rent any and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition all increase or increases of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy premiums on insurance carried by Lessor on the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE Lessee hereby agrees with Lessor as follows: a) Lessee does hereby covenants promise and agrees with said LESSOR that LESSEE shall: (a) Pay all said agree to pay the rent and financial obligations required hereunder at the times and place in the manner required aforesaidspecified, and to duly comply with all other provisions of this Lease at the time and in the manner herein provided. (b) Use At the expiration of this Lease or any renewal thereof, the Lessee will return the Premises to the Lessor in as good condition as they were at the time the Lessee went into possession, ordinary wear, damage by the elements and occupy said premises in a careful and proper manner as a banking facilityfire excepted. (c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and The Lessee’s Tenant will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, make or permit the same anyone to be used or occupied for make any purpose or business deemed hazardous on account of fire or otherwisealterations, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration improvements or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the prior written consent of the University of Wisconsin, System Administration, as Lessee, and the Lessor. d) The default by Lessee (a) If Lessee shall be late in the payment of any rent or any other sum of money payable by Lessee to Lessor and if Lessee shall fail to cure said LESSOR. Changes proposed late payment within (30) days after receipt of notice of said late payment from Lessor, or (b) if Lessee shall be late in the performance or observance of any other agreement or condition in this Lease to be made performed or observed and if Lessee shall fail to cure said premises shall be submitted via blue print drawing by a registered architect for approval by late performance or observance within thirty (30) days after receipt of notice from Lessor of said late performance or observance (unless Lessee commences to cure said late performance or observance within (30) days after receipt of notice thereof and expedite the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others curing of the same size to completion with due diligence), then, in any of said cases and qualitywithout waiving any claims for breach of agreement, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and Lessor may send written notice to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request Lessee of the LESSOR, this LEASE and LESSEE'S rights hereunder to termination of the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination term of this Lease, and concurrent with or prior to and, on the delivery by LESSEE fifth (5th) day next following the date of any such instrument the sending of subordination to LESSORthe notice, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right term of use under this Lease and shall terminate, Lessee hereby waiving all rights of redemption. e) Lessee agrees that any improvements to the Premises provided LESSEE made by Lessor for the benefit of Lessee shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request property of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable formLessor. Such notices shall contain only the information required by law for recordingimprovements exclude any of Lessee’s system furniture, conventional furniture and all other Lessee personal property. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSXX XXXEES THAT ITS OBLIGATIONS UNDER THIS LEASE AND ANY SCHEDULE HERETO, INCLUDING WITHOUT LIMITATION, THE OBLIGATION TO PAY RENTAL, ARE IRREVOCABLE AND ABSOLUTE, SHALL NOT ABATX XXX ANY REASON WHATSOEVER (INCLUDING ANY CLAIMS AGAINST LESSOR), AND SHALL CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF ANY INABILITY OF LESSEE does hereby covenants and agrees with said LESSOR that LESSEE shall: TO USE THE EQUIPMENT OR ANY PART THEREOF FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, WAR, ACT OF GOD, STORMS, GOVERNMENTAL REGULATIONS, STRIKE OR OTHER LABOR TROUBLES, LOSS, DAMAGE, DESTRUCTION, DISREPAIR, OBSOLESCENCE, FAILURE OF OR DELAY IN DELIVERY OF THE EQUIPMENT, OR FAILURE OF THE EQUIPMENT TO PROPERLY OPERATE FOR ANY CAUSE. In the event of any alleged claim (a) Pay all said rent and financial obligations required hereunder at the times and place including a claim which would otherwise be in the manner required aforesaid. nature of a set-off) against Lessxx, Xxssxx xxxll fully perform and pay its obligations hereunder (bincluding all rents, without set-off or defense of any kind) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance exclusive recourse against Lessor shall be deemed by a separate action. Lessxx xxxees to be a waiver furnish promptly to Lessor the quarterly financial statements of the obligation to obtain the LESSOR'S written approval in the case Lessxx (xxd of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term guarantors of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use Lessxx'x xerformance under this Lease and to any Schedule hereto), prepared in accordance with generally accepted accounting principles and certified by independent certified public accountants, and such interim financial statements of Lessee as Lessor may require during the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record entire term of this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice any Schedule hereto. Lessee, if requested, shall provide at Lessee's expense an opinion of Termination its counsel acceptable to Lessor affirming the covenants, representations and warranties of Lessee under this Lease Term, each in recordable form. Such notices shall contain only the information required by law for recordingand any Schedule hereto. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does hereby covenants Lessor and agrees Lessee agree as follows with said LESSOR that LESSEE shall------------------- respect to the existence or use of "Hazardous Material" (as defined in Paragraph 45.2 below) on the premises: (a) Pay Lessee hereby makes the following representations and covenants to Lessor: (i) Any handling, transportation, storage, treatment or use of Hazardous Material that has occurred on the Premises prior to the Commencement Date by Lessee, its employees, agents or tenants has been in compliance with all said rent Applicable "Governmental Regulations" (as defined in Paragraph 45.3 below). (ii) Subject to Paragraph 45.1(a)(iii) below, the Premises are, as of the Commencement Date, in compliance with all Governmental Regulations regulating the handling, transportation, storage, treatment, use and financial obligations required hereunder at disposition of Hazardous Material. (iii) To the times best of Lessee's knowledge, the soil and place in ground water on or under the manner required aforesaidPremises is substantially free of Hazardous Material. (b) Use and occupy said premises Lessee shall be responsible for all costs incurred in complying with all Governmental Regulations which relate to Hazardous Material on, in or about the Premises. Upon Lessor's reasonable determination that any such costs must be incurred, Lessee shall obtain for the benefit of Lessor a careful and proper manner performance bond in an amount of such costs, as a banking facilityreasonably determined by Lessor, which Lessor may enforce in the event Lessee fails to comply with all remedial or clean-up requirements of such Governmental Regulations. (c) Not commit therein Lessee shall indemnify, defend and hold Lessor harmless from and against any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rulesclaims, regulationsjudgments, requirements and orders of all governmental authorities damages, penalties, fines, costs, liabilities or agencieslosses (including, respecting the LESSEE'S particular use and occupation without limitation, diminution in value of the Premises. (g) The LESSEE shall not sublease all , damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on the redevelopment of the Premises or the marketing of space therein, increased costs of demolition and removal of the improvements which are part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or earlier termination of the Lease term, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the Lease term from or in connection with Lessee's failure to maintain the levels of any Hazardous Materials present on and/or under the Premises below the levels established by applicable Governmental Regulations. Lessee agrees that its indemnification of Lessor includes, without limitation, costs incurred in connection with (i) the removal of the asbestos, if any, in the roofing materials of the Premises (provided that (A) Lessor is required by Governmental Regulation to remove such asbestos or (B) Lessor removes same if it reasonably believes it constitutes a health hazard, in either case occurring prior to the expiration or sooner termination of this lease Lease); (ii) any liability for personal injury or other liability arising during the term of the Lease in good repair whole or in part due to the presence of asbestos in the roofing materials; and rentable condition(iii) any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Materials present in the soil or ground water on, in or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises results in any contamination of the Premises, Lessee shall promptly take all actions at its sole expense as are necessary to return the Premises to a condition which does not constitute contamination under applicable Governmental Regulations; provided that (x) Lessee is responsible for the introduction of such Hazardous Material on the Premises (which for the purposes of this Section 45 means that Lessee cannot prove by a preponderance of evidence that a third party is responsible therefor), and (y) Lessor's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not have any potential to cause a material adverse long-term or short-term effect on the Premises. The appropriate remediation plan to return the Premises to such level shall conclusively be determined by an environmental consultant designated by Lessor in general its sole and absolute discretion. The parties hereto agree that to the extent there exists any inconsistencies between the indemnification set forth herein and the indemnification set forth in such good repairthe Purchase Agreement, order and condition, excepting only reasonable wear and tearthe indemnification set forth in this Paragraph 45.1 shall govern. (ld) Permit Except for small, inconsequential amounts stored in retail containers, within ten (10) days after the LESSOR Commencement Date, Lessee shall deliver to enter upon said Lessor a detailed list of all of the Hazardous Materials which Lessee is likely to use, keep store and/or maintain in or about the Premises. Lessee shall not cause or permit any other Hazardous Material to be brought upon, kept or used in or about the Premises at by Lessee, its agents, employees, contractors or invitees or subtenants unless Lessee provides written notice thereof to Lessor and provides reasonable times upon written evidence to Lessor (to Lessor's reasonable notice satisfaction) that such Hazardous Material is necessary or useful to Lessee's business and will be used, kept and stored in a manner that complies with all Governmental Regulations regulating any such Hazardous Material so as not to interfere with the LESSEE's business, except brought upon or used or kept in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy about the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with said LESSOR that LESSEE shall: (a) Pay Lessee agrees that title to each item of Equipment shall remain with the Lessor at all said rent and financial obligations required hereunder at the times and place the Lessee shall have no right, title or interest therein except as expressly set forth in each Lease. Lessee agrees that it will keep the Equipment free and clear from all claims, liens, and encumbrances (except in favor of the Lessor) and will not assign, sublet, or grant a security interest in the manner required aforesaidEquipment or in any Lease without Lessor's prior written consent. As additional security for the performance of Lessee's obligations hereunder and under each Lease, Lessee hereby grants to Lessor a first priority security interest in its interest in the Equipment and any proceeds thereof. Lessee irrevocably appoints Lessor (acting directly or through any agent) its attorney-in-fact to execute such UCC financing Statements as Lessor shall deem necessary or expedient to perfect or protect such security interest, and Lessee agrees to execute and deliver, at Lessee's expense, such other or additional documents or instruments as Lessor shall reasonably deem necessary or expedient to perfect or protect such security interest. Lessee shall notify Lessor in writing, with full particulars, within 10 days after it learns of the attachment of any lien to any Equipment and of the Equipment's location. Form: SC.ML1001 Rev: August 29, 1997 Page 2 of 4 Steelcase Financial Service Inc. a Steelcase Company -------------------------------------------------------------------------------- INTERLIANT, INC. (b) Use and occupy said premises in a careful and proper manner as a banking facilityLESSEE COVENANTS AND AGREES THAT THE EQUIPMENT WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, AND WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES. (c) Not commit therein Lessee shall not relocate any waste unit of Equipment from the Equipment Location set forth in the applicable Equipment Schedule without the prior written approval of Lessor (which shall not be unreasonably withheld). Lessee agrees to notify Lessor immediately in writing of any change in Lessee's corporate or business name or in the Premises whatsoever, especially hazardous or contaminated wastelocation of its chief executive office. (d) To maintain Upon reasonable written notice to Lessee, Lessor may inspect the Premises Equipment during normal business hours. At Lessor's request, Lessee will attach identifying labels to each unit of Equipment in at least its present state of good repair a location reasonably suitable for such labels and physical condition and appearancein a form approved by Lessor showing Lessor's ownership interest therein. (e) Keep the Premises free of pests Lessor may assign this Agreement and/or any Lease. Lessee waives and animals agrees not to assert against any assignee any defense, set off, recoupment, claim or every kind and descriptioncounterclaim which Lessee has or may at any time have against Lessor for any reason whatsoever; provided that no such assignment shall extinguish or impair any rights Lessee may have against Lessor. (f) Not use or occupy said Premises for any unlawful purposeUpon Lessor's request, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation Lessee shall within 90 days of the Premisesclose of each fiscal year of Lessee, deliver to Lessor duplicate copies of Lessee's balance sheet and profit and loss statement, certified by a recognized firm of certified public accountants. Upon request, Lessee will deliver to Lessor duplicate copies of Lessee's most recent quarterly financial report. (g) The LESSEE At the request of Lessor, upon execution of this Agreement and each Equipment Schedule pursuant hereto, Lessee shall not sublease all or part provide Lessor with copies of the space in Exhibit A.resolutions or other actions or documents authorizing such execution, certified by an appropriate officer of Lessee and such other documents as Lessor may reasonably request. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of If more than one Lessee is named in this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance each Lessee shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receiptjoint and several. (i) Not use or occupy said Premises, or permit the same to be used or occupied Lessee hereby agrees that any action by Lessee against Lessor for any purpose default under this Agreement or business deemed hazardous on account any Lease shall be commenced within one year after the cause of fire or otherwise, or that will in any way increase the insurance rate applicable thereonaction accrues. (j) Make no alteration Lessee acknowledges that Lessee has selected the manufacturer and supplier of the Equipment to be leased under each Lease and that: (i) Lessor has not selected, manufactured or additions supplied any Equipment and will acquire Equipment only in or connection with the applicable Lease thereof, and (ii) Lessee is entitled under Article 2A of the Uniform Commercial Code (the "UCC") to the said Premisespromises and warranties, which will affect including those of any third party, provided to Lessor by the structural soundness supplier of the building Equipment in connection with or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value as part of the propertycontract by which Lessor acquires the Equipment, without additional consideration and Lessee is entitled to communicate with the LESSOR, other than supplier of the consent made a part hereofEquipment and to receive an accurate and complete statement of those promises and warranties including any disclaimers and limitations thereof or of any remedies. (k) Be responsible for To the extent permitted by applicable law, Lessee hereby waives all rights and to make all repairs to the interior remedies conferred upon a lessee in respect of each Lease under Article 2A of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tearUCC. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice Lessee acknowledges and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder agrees that to the lien of extent that the Periodic Rent under any mortgageLease is deemed to include finance charges ("interest"), which is now, or at any time hereafter may be made a lien upon the leased premises, and upon Lessee agrees to pay all such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien Interest. The rate of any such mortgagedeemed interest is not intended to exceed the maximum amount of interest permitted to be charged or collected by applicable law. If such Interest exceeds such maximum, except as limited below with respect then the interest payable will be reduced to LESSEE'S right the legally permitted maximum amount of possession. As a condition of any subordination of this Leaseinterest, and concurrent with any excessive interest will be used to reduce the deemed principal amount of Lessee's obligation or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunderrefunded. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with the said LESSOR that LESSEE shallSLCIDA: (a) Pay all said rent and financial obligations required hereunder at the times and place in the manner required aforesaida. To pay rents as set forth herein. b. To pay such payment to SLCIDA in lieu of real property taxes as detailed in Section 12 below. c. At its own expense, to maintain and keep the nonstructural interior and exterior of LESSEE’s portion of the Facility premises and every part thereof in good order and condition and promptly make all needed ordinary and routine repairs, but not replacements, (bSLCIDA’s repair obligations, reasonable wear and tear and damage by fire, lightning and tempest or other acts of God only excepted) Use and, without limiting the foregoing, the LESSEE shall keep the Facility well painted, clean and occupy said premises in such condition as a careful owner would do. The SLCIDA shall, at its sole cost and proper manner as a banking facility. (c) Not commit therein any waste expense, be required to make all structural repairs and replacements to the Premises whatsoeverdemised premises, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purposeincluding but not limited to walls, roof, beams, and will conform tofloors (but not including windows, doors, heating and cooling systems, and obeyplumbing fixtures), all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders only if the need for such repairs is not caused by the fault or negligence of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The . LESSEE shall not sublease make all repairs required due to the fault or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger negligence of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that at the buyer or surviving entity ratifies expense and agrees to assume all effort of the liabilities LESSEE and obligations of this lease. Upon a merger with or acquisition by another institution, subject to the surviving entity shall not sublease all or part of the space in Exhibit A without the prior written approval of the LESSORSLCIDA. d. To permit the SLCIDA’s agents, accompanied by XXXXXX’s representative, at all reasonable times during the said term, to enter the Facility to inspect the conditions thereof. Where an inspection reveals non-structural repairs are necessary, the SLCIDA shall give the LESSEE notice in writing, and thereupon at its own expense the LESSEE will, within three (3) calendar months from the date of delivery of the notice, make the necessary repairs approved by SLCIDA in a good and workmanlike manner provided that the repairs are conducted by XXXXXX. e. That the LESSEE will, at the expiration or termination of the Lease, peaceably surrender and yield up to the SLCIDA the demised premises with the appurtenances, together with fixtures (other than LESSEE’s fixtures, furniture, equipment, and machinery), in good repair and condition, reasonable wear and tear and damage by fire, lightning and tempest or other acts of God, and SLCIDA’s repair obligations only excepted. f. To heat the Facility in a reasonable manner. Heating of the Facility premises is to be maintained so as to at all times protect the Facility and their contents from damage by cold or frost, but in any event, not less than 40 degrees in open space and 65 degrees in office space. g. That it will promptly comply with all requirements of any and all duly constituted authorities from time to time in force respecting the manner in which it uses or maintains the demised premises, except to the extent structural maintenance is required. h. That it will not assign or sublet or permit the premises to be occupied by anyone other than the LESSEE, without SLCIDA’s written approval. Such approval shall not be unreasonably withheld, provided that each assignee . i. That it will not do or subtenant: (i) is creditworthy; (ii) has a good reputation in omit or permit to be done or omitted upon or about the business community; (iii) demised premises anything which shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment result in a particular instance shall be deemed nuisance to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent SLCIDA or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness lessee of the building or decrease its market value without of which the written consent of said LESSOR. Changes proposed to be made to said demised premises shall be submitted via blue print drawing by form a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration part. j. To pay to the LESSOR, other than the consent made SLCIDA a part hereof. (k) Be responsible for and security deposit equal to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will notone month’s rent, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)amount of

COVENANTS OF LESSEE. The LESSEE does Lessee hereby covenants and agrees with said LESSOR that LESSEE shallXxxxxx as follows: (a) Pay all said Lessee does hereby covenant, promise, and agree to pay the rent and financial obligations required hereunder at the times and place in the manner required aforesaidhereinbefore specified, and to duly comply with all other provisions of this Lease at the time and in the manner herein provided. (b) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein At the expiration of this Lease or any waste renewal thereof, the Lessee will return the Premises to the Premises whatsoeverLessor in as good condition as they were at the time the Lessee went into possession, especially hazardous or contaminated waste. (d) To maintain ordinary wear, damage by the Premises elements and fire excepted. It is mutually agreed, in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation consideration of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE rent to or with another institution shall not constitute an assignment be paid and other conditions of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval Lessee shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use responsible for damage to the Premises only for the Permitted Uses; and (iv) that there by fire unless such fire is no event of default hereunder caused by the LESSEE beyond applicable notice and cure periods. The surviving entity shallLessee’s officers, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting employees or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receiptagents. (ic) Not use or occupy said Premises, The Lessee’s Tenant will not make or permit the same anyone to be used or occupied for make any purpose or business deemed hazardous on account of fire or otherwisealterations, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration improvements or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the prior written consent of the Department of Administration, as Xxxxxx, and the Lessor. d) The default by Xxxxxx (a) If Lessee shall be late in the payment of any rent or any other sum of money payable by Lessee to Lessor and if Lessee shall fail to cure said LESSOR. Changes proposed late payment within (30) days after receipt of notice of said late payment from Lessor, or (b) if Lessee shall be late in the performance or observance of any other agreement or condition in this Lease to be made performed or observed and if Lessee shall fail to cure said premises shall be submitted via blue print drawing by a registered architect for approval by late performance or observance within thirty (30) days after receipt of notice from Lessor of said late performance or observance (unless Xxxxxx commences to cure said late performance or observance within (30) days after receipt of notice thereof and expedite the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others curing of the same size to completion with due diligence), then, in any of said cases and qualitywithout waiving any claims for breach of agreement, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and Lessor may send written notice to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request Xxxxxx of the LESSOR, this LEASE and LESSEE'S rights hereunder to termination of the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination term of this Lease, and concurrent with or prior to and, on the delivery by LESSEE fifth (5th) day next following the date of any such instrument the sending of subordination to LESSORthe notice, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right term of use under this Lease and shall terminate, Lessee hereby waiving all rights of redemption. e) Xxxxxx agrees that any improvements to the Premises provided LESSEE made by Lessor for the benefit of Lessee shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request property of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable formLessor. Such notices shall contain only the information required by law for recordingimprovements exclude any of Lessee’s system furniture, conventional furniture and all other Lessee personal property. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does Lessee hereby covenants and agrees with said LESSOR that LESSEE shallXxxxxx as follows: (a) Pay all said Lessee does hereby covenant, promise, and agree to pay the rent and financial obligations required hereunder at the times and place in the manner required aforesaidhereinbefore specified, and to duly comply with all other provisions of this Lease at the time and in the manner herein provided. (b) Use and occupy said premises in a careful and proper manner as a banking facility. (c) Not commit therein At the expiration of this Lease or any waste renewal thereof, the Lessee will return the Premises to the Premises whatsoeverLessor in as good condition as they were at the time the Lessee went into possession, especially hazardous or contaminated waste. (d) To maintain ordinary wear, damage by the Premises elements and fire excepted. It is mutually agreed, in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation consideration of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE rent to or with another institution shall not constitute an assignment be paid and other conditions of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval Lessee shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use responsible for damage to the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receiptfire. (ic) Not use or occupy said Premises, The Lessee’s Tenant will not make or permit the same anyone to be used or occupied for make any purpose or business deemed hazardous on account of fire or otherwisealterations, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration improvements or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the prior written consent of the Department of Administration, as Xxxxxx, and the Lessor. d) The default by Lessee (a) If Lessee shall be late in the payment of any rent or any other sum of money payable by Lessee to Lessor and if Lessee shall fail to cure said LESSOR. Changes proposed late payment within (30) days after receipt of notice of said late payment from Lessor, or (b) if Lessee shall be late in the performance or observance of any other agreement or condition in this Lease to be made performed or observed and if Lessee shall fail to cure said premises shall be submitted via blue print drawing by a registered architect for approval by late performance or observance within sixty (60) days after receipt of notice from Xxxxxx of said late performance or observance (unless Xxxxxx commences to cure said late performance or observance within sixty (60) days after receipt of notice thereof and expedite the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others curing of the same size to completion with due diligence), then, in any of said cases and qualitywithout waiving any claims for breach of agreement, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and Lessor may send written notice to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request Lessee of the LESSOR, this LEASE and LESSEE'S rights hereunder to termination of the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination term of this Lease, and concurrent with or prior to and, on the delivery by LESSEE fifth (5th) day next following the date of any such instrument the sending of subordination to LESSORthe notice, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right term of use under this Lease and shall terminate, Lessee hereby waiving all rights of redemption. e) Xxxxxx agrees that any improvements to the Premises provided LESSEE made by Lessor for the benefit of Lessee shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request property of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable formLessor. Such notices shall contain only the information required by law for recordingimprovements exclude any of Lessee’s system furniture, conventional furniture and all other Lessee personal property. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with said LESSOR that LESSEE shall: (a) Pay Lessee agrees that title to each item of Equipment shall remain with the Lessor at all said rent and financial obligations required hereunder at the times and place the Lessee shall have no right, title or interest therein except as expressly set forth in each Lease. Lessee agrees that it will keep the Equipment free and clear from all claims, liens, and encumbrances (except in favor of the Lessor) and will not assign, sublet, or grant a security interest in the manner required aforesaid.Equipment or in any Lease without Lessor's prior written consent. As additional security for the performance of Lessee's obligations hereunder and under each Lease, Lessee hereby grants to Lessor a first priority security interest in its interest in the Equipment and any proceeds thereof. Lessee irrevocably appoints Lessor (acting directly or through any agent) its attorney-in-fact to execute such UCC financing Statements as Lessor shall deem necessary or expedient to perfect or protect such security interest, and Lessee agrees to execute and deliver, at Lessee's expense, such other or additional documents or instruments as Lessor shall reasonably deem necessary or expedient to perfect or protect such security interest. Lessee shall notify Lessor in writing, with full particulars, within 10 days after it learns of the attachment of any lien to any Equipment and of the Equipment's location. Steelcase Financial Services Inc. a Steelcase Company -------------------------------------------------------------------------------- X XX XXX XXXX 00000 (b) Use and occupy said premises in a careful and proper manner as a banking facilityLESSEE COVENANTS AND AGREES THAT THE EQUIPMENT WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, AND WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES. (c) Not commit therein Lessee shall not relocate any waste unit of Equipment from the Equipment Location set forth in the applicable Equipment Schedule without the prior written approval of Lessor (which shall not be unreasonably withheld). Lessee agrees to notify Lessor immediately in writing of any change in Lessee's corporate or business name or in the Premises whatsoever, especially hazardous or contaminated wastelocation of its chief executive office. (d) To maintain Upon reasonable written notice to Lessee, Lessor may inspect the Premises Equipment during normal business hours. At Lessor's request, Lessee will attach identifying labels to each unit of Equipment in at least its present state of good repair a location reasonably suitable for such labels and physical condition and appearancein a form approved by Lessor showing Lessor's ownership interest therein. (e) Keep the Premises free of pests Lessor may assign this Agreement and/or any Lease. Lessee waives and animals agrees not to assert against any assignee any defense, set off, recoupment, claim or every kind and descriptioncounterclaim which Lessee has or may at any time have against Lessor for any reason whatsoever; provided that no such assignment shall extinguish or impair any rights Lessee may have against Lessor. (f) Not use or occupy said Premises for any unlawful purposeUpon Lessor's request, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation Lessee shall within 90 days of the Premisesclose of each fiscal year of Lessee, deliver to Lessor duplicate copies of Lessee's balance sheet and profit and loss statement, certified by a recognized firm of certified public accountants. Upon request, Lessee will deliver to Lessor duplicate copies of Lessee's most recent quarterly financial report. (g) The LESSEE At the request of Lessor, upon execution of this Agreement and each Equipment Schedule pursuant hereto, Lessee shall not sublease all or part provide Lessor with copies of the space in Exhibit A.resolutions or other actions or documents authorizing such execution, certified by an appropriate officer of Lessee and such other documents as Lessor may reasonably request. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of If more than one Lessee is named in this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance each Lessee shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receiptjoint and several. (i) Not use or occupy said Premises, or permit the same to be used or occupied Lessee hereby agrees that any action by Lessee against Lessor for any purpose default under this Agreement or business deemed hazardous on account any Lease shall be commenced within one year after the cause of fire or otherwise, or that will in any way increase the insurance rate applicable thereonaction accrues. (j) Make no alteration Lessee acknowledges that Lessee has selected the manufacturer and supplier of the Equipment to be leased under each Lease and that (i) Lessor has not selected, manufactured or additions supplied any Equipment and will acquire Equipment only in or connection with the applicable Lease thereof; and (ii) Lessee is entitled under Article 2A of the Uniform Commercial Code (the "UCC") to the said Premisespromises and warranties, which will affect including those of any third party, provided to Lessor by the structural soundness supplier of the building Equipment in connection with or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value as part of the propertycontract by which Lessor acquires the Equipment, without additional consideration and Lessee is entitled to communicate with the LESSORsupplier of the Equipment and to receive an accurate and complete statement of those promises and warranties, other than the consent made a part hereofincluding any disclaimers and limitations thereof or of any remedies. (k) Be responsible for To the extent permitted by applicable law, Lessee hereby waives all rights and to make all repairs to the interior remedies conferred upon a lessee in respect of each Lease under Article 2A of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tearUCC. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice Lessee acknowledges and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder agrees that to the lien of extent that the Periodic Rent under any mortgageLease is deemed to include finance charges ("Interest"), which is now, or at any time hereafter may be made a lien upon the leased premises, and upon Lessee agrees to pay all such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien interest. The rate of any such mortgagedeemed interest is not intended to exceed the maximum amount of interest permitted to be charged or collected by applicable law, except as limited below with respect if such interest exceeds such maximum, then the interest payable will be reduced to LESSEE'S right the legally permitted maximum amount of possession. As a condition of any subordination of this Leaseinterest, and concurrent with any excessive interest will be used to reduce the deemed principal amount of Lessee's obligation or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunderrefunded. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE does hereby covenants and agrees with said LESSOR that LESSEE shall: (a) Pay Lessee agrees that title to each item of Equipment shall remain with the Lessor at all said rent and financial obligations required hereunder at the times and place the Lessee shall have no right, title or interest therein except as expressly set forth in each Lease. Lessee agrees that it will keep the Equipment free and clear from all claims, liens, and encumbrances (except in favor of the Lessor) and will not assign, sublet, or grant a security interest in the manner required aforesaid.Equipment or in any Lease without Lessor's prior written consent. As additional security for the performance of Lessee's obligations hereunder and under each Lease, Lessee hereby grants to Lessor a first priority security interest in its interest in the Equipment and any proceeds thereof. Lessee irrevocably appoints Lessor (acting directly or through any agent) its attorney-in-fact to execute such UCC financing Statements as Lessor shall deem necessary or expedient to perfect or protect such security interest, and Lessee agrees to execute and deliver, at Lessee's expense, such other or additional documents or instruments as Lessor shall reasonably deem necessary or expedient to perfect or protect such security interest. Lessee shall notify Lessor in writing, with full particulars, within 10 days after it learns of the attachment of any lien to any Equipment and of the Equipment's location. Form: ML1001 Page 2 of 4 Rev: August 29, 1997 STEELCASE FINANCIAL SERVICES INC. A STEELCASE COMPANY ------------------------------------------------------------------------------- LIBERATE TECHNOLOGIES 12809 (b) Use and occupy said premises in a careful and proper manner as a banking facilityLESSEE COVENANTS AND AGREES THAT THE EQUIPMENT WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, AND WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES. (c) Not commit therein Lessee shall not relocate any waste unit of Equipment from the Equipment Location set forth in the applicable Equipment Schedule without the prior written approval of Lessor (which shall not be unreasonably withheld). Lessee agrees to notify Lessor immediately in writing of any change in Lessee's corporate or business name or in the Premises whatsoever, especially hazardous or contaminated wastelocation of its chief executive office. (d) To maintain Upon reasonable written notice to Lessee, Lessor may inspect the Premises Equipment during normal business hours. At Lessor's request, Lessee will attach identifying labels to each unit of Equipment in at least its present state of good repair a location reasonably suitable for such labels and physical condition and appearancein a form approved by Lessor showing Lessor's ownership interest therein. (e) Keep the Premises free of pests Lessor may assign this Agreement and/or any Lease. Lessee waives and animals agrees not to assert against any assignee any defense, set off, recoupment, claim or every kind and descriptioncounterclaim which Lessee has or may at any time have against Lessor for any reason whatsoever; provided that no such assignment shall extinguish or impair any rights Lessee may have against Lessor. (f) Not use or occupy said Premises for any unlawful purposeUpon Lessor's request, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation Lessee shall within 90 days of the Premisesclose of each fiscal year of Lessee, deliver to Lessor duplicate copies of Lessee's balance sheet and profit and loss statement, certified by a recognized firm of certified public accountants. Upon request, Lessee will deliver to Lessor duplicate copies of Lessee's most recent quarterly financial report. (g) The LESSEE At the request of Lessor, upon execution of this Agreement and each Equipment Schedule pursuant hereto, Lessee shall not sublease all or part provide Lessor with copies of the space in Exhibit A.resolutions or other actions or documents authorizing such execution, certified by an appropriate officer of Lessee and such other documents as Lessor may reasonably request. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of If more than one Lessee is named in this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance each Lessee shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receiptjoint and several. (i) Not use or occupy said Premises, or permit the same to be used or occupied Lessee hereby agrees that any action by Lessee against Lessor for any purpose default under this Agreement or business deemed hazardous on account any Lease shall be commenced within one year after the cause of fire or otherwise, or that will in any way increase the insurance rate applicable thereonaction accrues. (j) Make no alteration Lessee acknowledges that Lessee has selected the manufacturer and supplier of the Equipment to be leased under each Lease and that: (i) Lessor has not selected, manufactured or additions supplied any Equipment and will acquire Equipment only in or connection with the applicable Lease thereof; and (ii) Lessee is entitled under Article 2A of the Uniform Commercial Code (the "UCC") to the said Premisespromises and warranties, which will affect including those of any third party, provided to Lessor by the structural soundness supplier of the building Equipment in connection with or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value as part of the propertycontract by which Lessor acquires the Equipment, without additional consideration and Lessee is entitled to communicate with the LESSORsupplier of the Equipment and to receive an accurate and complete statement of those promises and warranties, other than the consent made a part hereofincluding any disclaimers and limitations thereof or of any remedies. (k) Be responsible for To the extent permitted by applicable law, Lessee hereby waives all rights and to make all repairs to the interior remedies conferred upon a lessee in respect of each Lease under Article 2A of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tearUCC. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice Lessee acknowledges and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder agrees that to the lien of extent that the Periodic Rent under any mortgageLease is deemed to include finance charges ("interest"), which is now, or at any time hereafter may be made a lien upon the leased premises, and upon Lessee agrees to pay all such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien Interest. The rate of any such mortgagedeemed Interest is not intended to exceed the maximum amount of interest permitted to be charged or collected by applicable law. If such Interest exceeds such maximum, except as limited below with respect then the Interest payable will be reduced to LESSEE'S right the legally permitted maximum amount of possession. As a condition of any subordination of this Leaseinterest, and concurrent with any excessive interest will be used to reduce the deemed principal amount of Lessee's obligation or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunderrefunded. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable form. Such notices shall contain only the information required by law for recording. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. The LESSEE Lessee hereby agrees with Lessor as follows: a) Lessee does hereby covenants promise, and agrees with said LESSOR that LESSEE shall: (a) Pay all said agree to pay the rent and financial obligations required hereunder at the times and place in the manner required aforesaidspecified, and to duly comply with all other provisions of this Lease at the time and in the manner herein provided. (b) Use At the expiration of this Lease or any renewal thereof, the Lessee will return the Premises to the Lessor in as good condition as they were at the time the Lessee went into possession, ordinary wear, damage by the elements and occupy said premises in a careful and proper manner as a banking facilityfire excepted. (c) Not commit therein any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and The Lessee’s Tenant will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease all or part of the space in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger of the LESSEE to or with another institution shall not constitute an assignment of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, make or permit the same anyone to be used or occupied for make any purpose or business deemed hazardous on account of fire or otherwisealterations, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration improvements or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the prior written consent of the University of Wisconsin, System Administration, as Lessee, and the Lessor. d) The default by Lessee (a) If Lessee shall be late in the payment of any rent or any other sum of money payable by Lessee to Lessor and if Lessee shall fail to cure said LESSOR. Changes proposed late payment within (30) days after receipt of notice of said late payment from Lessor, or (b) if Lessee shall be late in the performance or observance of any other agreement or condition in this Lease to be made performed or observed and if Lessee shall fail to cure said premises shall be submitted via blue print drawing by a registered architect for approval by late performance or observance within thirty (30) days after receipt of notice from Lessor of said late performance or observance (unless Lessee commences to cure said late performance or observance within (30) days after receipt of notice thereof and expedite the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others curing of the same size to completion with due diligence), then, in any of said cases and qualitywithout waiving any claims for breach of agreement, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and Lessor may send written notice to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request Lessee of the LESSOR, this LEASE and LESSEE'S rights hereunder to termination of the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination term of this Lease, and concurrent with or prior to and, on the delivery by LESSEE fifth (5th) day next following the date of any such instrument the sending of subordination to LESSORthe notice, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right term of use under this Lease and shall terminate, Lessee hereby waiving all rights of redemption. e) Lessee agrees that any improvements to the Premises provided LESSEE made by Lessor for the benefit of Lessee shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. However, both parties will, at the request property of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable formLessor. Such notices shall contain only the information required by law for recordingimprovements exclude any of Lessee’s system furniture, conventional furniture and all other Lessee personal property. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)

COVENANTS OF LESSEE. Lessee has inspected the mining claims and all other property on the claims, both real and personal, if any, movable and immovable, if any, and accepts same in their present condition, "As Is, Where Is." Both parties agree that Lessee does not assume responsibility or liability for any pre-existing environmental conditions on the premises. (1) Any purchases or acquisitions of equipment or personal property by Lessee shall be at the sole cost and expense of the Lessee and for its own account. Upon the termination of this Lease for any cause and for 180 days thereafter, Lessee will be permitted to remove from the leased property all movable equipment and other personal property which it has installed, save and except as otherwise limited herein. (2) Lessee shall pay in full for all labor performed upon or material furnished to the said premises at the instance or request of the Lessee. Lessee shall keep the premises free and clear from any and all liens of laborers, mechanics, materialmen, vendors or installers of fixtures and equipment, or any other person or persons who may assert a lien by law, provided, however, that Mining Lease Independence Gold Range 061705 Lessee shall have the option and right to contest any such lien by notifying Lessor of its intent to do so within ten (10) days after Lessee receives notice of the lien. Lessee shall diligently and expeditiously contest the lien. Lessee shall immediately notify Lessor when Lessee executes this Lease in order that Lessor may timely record a notice of nonresponsibility in the Office of the Recorder of Lander County, Nevada. (3) Lessee shall at all times comply in all respects with all the laws and regulations relating to the performance of work and all other activities within or upon the leased premises. The LESSEE Lessee shall provide Workmen's Compensation Insurance and such other insurance to cover personnel and all of its operations upon the premises in the amount and form as may be required by law. Lessee shall indemnify and hold the Lessor harmless of and from any and all claims, demands, or liabilities arising out of or in connection with the operations or activities of the Lessee hereunder. Lessee assumes full and sole responsibility for the operation and direction of the work done under this agreement on the leased premises and no employee or agent furnished by Lessee shall under any circumstances be deemed an employee of the Lessor. (4) Lessee agrees to pay all taxes levied and assessed upon the leased premises or any part thereof, including taxes measured on Lessee’s share of production and also including taxes levied and assessed on improvements and any equipment, movable or immovable, placed upon the leased premises by Lessee during the continuance of this Lease, commencing with taxes for the current year, and to make payment thereof, as required by the statutes of the State of Nevada so that no default in taxes upon the leased premises shall occur, and to deliver to Lessor, upon request, the original or duplicate tax receipts for payment made. Should Lessee be in possession, under this Lease, for only a portion of a year, the tax for that year shall be pro-rated between the Lessor and the Lessee on the basis of taxes for the last preceding year. As a condition of Lessee's obligations pursuant to this paragraph, Lessor shall timely deliver to Lessee all tax notices which Lessor may receive. Lessee is not obligated to pay any taxes assessed on minimum advance production royalty or production royalty payments received by Lessor. (5) While this Lease is in effect, Lessee does hereby covenants agree to annually file with the appropriate agency of the United States any required "Notice of Intent to Hold Mining Claims" and to pay all required rental or other fees, including BIM rental fees due on or before the applicable statutory deadline, and to make all filings required by State of Nevada law. Furthermore, while this Lease is in effect, Lessee will perform all other duties and do all filings and recordings and make all payments required by Federal, State and local laws, rules, regulations, orders and directives. If Lessee terminates this agreement between June 1 and December 31 of any Calendar year, Lessee is obligated to pay all required rental and other fees under this section which come due between June 1 and December 31 for that Calendar year. (6) In the event of termination of this Lease by expiration of the term hereof, or for any reason whatsoever, the Lessee agrees to surrender the leased premises to the Lessor subject to Article XXIV of this Lease. The Lessee, however, shall have the right to remove movable machinery and equipment placed by it upon and within the leased premises, save and except for track, timbers, chutes, ladders, and similar underground improvements, which shall be left in place, except to the extent Lessee is otherwise required to remove the same in accordance with applicable laws and regulations. The Lessee shall have the right to effect any permitted removal of such machinery and equipment prior to the expiration of this Lease, or within one hundred and eighty (180) days thereafter. Any such machinery or equipment not removed prior to the expiration of said LESSOR that LESSEE period of one hundred eighty (180) days following termination of said lease shall be deemed abandoned by Lessee, affixed to the leased premises and shall become and remain the property of the Lessor. In any event, following termination, Lessee shall, if requested by Lessor, act reasonably expeditiously to remove its equipment. Mining Lease Independence Gold Range 061705 (7) Lessee agrees to keep accurate books of account showing the operations, and particularly showing ores mined and milled, or mined and shipped by the Lessee. Lessor or its authorized agents shall have a right to audit and inspect Lessee's accounts and records used in calculating production royalty payments, which right may be exercised as to each payment at any reasonable time during a period of one (1) year from the date on which the payment was made by Lessee. If no such audit is performed during such period, such accounts, records and payments shall be conclusively deemed to be true, accurate and correct. (8) Lessee shall allow representatives of Lessor at their own risk and upon reasonable prior notice to enter upon and into all parts of said premises from time to time, and at all reasonable times and hours, for the purpose of inspecting or surveying the same, or taking samples of ore therefrom, and to examine any and all other aspects of Lessee's operations on the claims. (9) [Deleted] (10) Lessee shall at all times carry the following insurance coverage on the premises: (a) Pay all said rent and financial obligations required hereunder at the times and place Public liability insurance of not less than $1,000,000.00 (U.S.) per occurrence, nor less than $2,000,000.00 (U.S.) in the manner required aforesaidaggregate, with Lessor to be a named insured. (b) Use Property damage coverage of not less than $100,000.00 (U.S.), with Lessor to be a named insured. Lessee may include this coverage with other coverage it now has or will acquire on other mining operations provided: that Lessor shall be named a loss payee and occupy additional insured in said premises in policy or policies, and shall within forty-five (45) days receive from Lessee or its insurer a careful and proper manner as a banking facilitycopy of the endorsement so showing. (c11) Not commit therein If Lessee locates any waste to the Premises whatsoever, especially hazardous or contaminated waste. (d) To maintain the Premises in at least its present state of good repair and physical condition and appearance. (e) Keep the Premises free of pests and animals or every kind and description. (f) Not use or occupy said Premises for any unlawful purpose, and will conform to, and obey, all present and future zoning laws and ordinances, and all rules, regulations, requirements and orders of all governmental authorities or agencies, respecting the LESSEE'S particular use and occupation of the Premises. (g) The LESSEE shall not sublease unpatented mining claim all or part of which is within one-half (1/2) mile of any portion of the space claims described in Exhibit A. (h) Notwithstanding Section 1(g) above, the sale or merger A existing as of the LESSEE to or with another institution shall not constitute an assignment effective date of this Lease, provided however that the buyer or surviving entity ratifies and agrees to assume all entirety of the liabilities and obligations of this lease. Upon a merger with or acquisition by another institution, the surviving entity such unpatented mining claims shall not sublease all or part of the space in Exhibit A without the written approval of the LESSOR. Such approval shall not be unreasonably withheld, provided that each assignee or subtenant: (i) is creditworthy; (ii) has a good reputation held in the business community; (iii) shall use the Premises only for the Permitted Uses; and (iv) that there is no event name of default hereunder by the LESSEE beyond applicable notice and cure periods. The surviving entity shall, as Additional Rent, reimburse LESSOR promptly for the LESSOR'S reasonable legal expenses incurred in connection with any such request by the LESSEE for such consent. If LESSOR consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of such surviving entity hereunder, and no consent Lessor subject to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the LESSOR'S written approval in the case of any other subletting or assignment. If the surviving entity receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent required hereunder, or in case of the sublease of a part, in excess of such rent fairly allocable to that part, the surviving entity shall pay to LESSOR as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by the surviving entity promptly after its receipt. (i) Not use or occupy said Premises, or permit the same to be used or occupied for any purpose or business deemed hazardous on account of fire or otherwise, or that will in any way increase the insurance rate applicable thereon. (j) Make no alteration or additions in or to the said Premises, which will affect the structural soundness of the building or decrease its market value without the written consent of said LESSOR. Changes proposed to be made to said premises shall be submitted via blue print drawing by a registered architect for approval by the LESSOR. Notwithstanding the foregoing, no consent shall be given for any alteration or addition, which may decrease the value of the property, without additional consideration to the LESSOR, other than the consent made a part hereof. (k) Be responsible for and to make all repairs to the interior of the building which are necessary for LESSEE'S use and occupancy, and shall leave the Premises at the expiration or prior termination of this lease in good repair and rentable condition, and in general in such good repair, order and condition, excepting only reasonable wear and tear. (l) Permit the LESSOR to enter upon said Premises at reasonable times upon reasonable notice and in a manner so as not to interfere with the LESSEE's business, except in emergency situations, to examine the condition of the same, to make repairs which the LESSOR may see fit to make, or to show the Premises to persons who may wish to lease or buy the Premises. (m) Replace all broken glass and doors with others of the same size and quality, except when such breakage is caused by LESSOR or LESSOR's representatives, agents or employees and to keep the Premises and the appurtenances, and access areas in good repair and in a clean and sanitary condition. (n) Pay all charges, expense and costs, including but not limited to gas, electricity, sewer, water and other charges for all utilities used by it upon the Premises. (o) Subordinate, upon the written request of the LESSOR, this LEASE and LESSEE'S rights hereunder to the lien of any mortgage, which is now, or at any time hereafter may be made a lien upon the leased premises, and upon such written demand by LESSOR, execute such further and other instruments subordinating this Lease to the lien of any such mortgage, except as limited below with respect to LESSEE'S right of possession. As a condition of any subordination of this Lease, and concurrent with or prior to the delivery by LESSEE of any such instrument of subordination to LESSOR, LESSOR shall obtain and deliver to LESSEE a written agreement from such mortgagee that it will not, in enforcing its mortgage lien rights, disturb LESSEE'S possession and the right of use under this Lease and to the Premises provided LESSEE shall not be in default hereunder. (p) LESSOR and LESSEE agree not to record this Lease. HoweverThis section shall only govern those claims located by Gold Range, both parties willor its agents. Assignees to this agreement, at the request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination of Lease Term, each in recordable formshall be also bound by this section. Such notices shall contain only the information required by law for recordingGold Range is under no obligation to Lessor regarding claims or mining properties acquired from any other third party. (q) Insurance (Per Property): Limits: (i) Comprehensive General Liability: $2,000,000 General Aggregate $1,000,000 Products-Comps/Ops aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $ 100,000 Fire Legal Liability $ 5,000 Medical Payments Workers Compensation & Employers Liability: Per Massachusetts Statute $500,000 Bodily Injury by Accident (each accident) $500,000 Bodily Injury by Disease (each employee) $500,000 Bodily Injury by Disease (policy limit)