Common use of IN TESTIMONY WHEREOF Clause in Contracts

IN TESTIMONY WHEREOF. The Declarant has caused this instrument to be executed under seal and in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.

IN TESTIMONY WHEREOF. The Declarant has caused the above named Landlord and the above named Tenant have executed this instrument to be executed under seal and in such form as to be bindingthree (3) other original instruments of identical year and date, all by authority of its Board of Directors first duly given, this on the day and year first above writtenset forth on page 1 of this Lease. LAND ONE DEVELOPMENT INC. LANDLORD: Peabody Place Centre, L.P. BY: CORRECTED AMENDMENT TO DECLARATION PEABODY PLACE, INC., General Partner By: /s/ MORRXX X. XXXXXX ----------------------------------------- Morrxx X. Xxxxxx, Xxce President By: /s/ JACK X. XXXX ----------------------------------------- Jack X. Xxxx, Xxesident HOTEL PEABODY, L.P. By: Perim Corp., General Partner By: /s/ JIMMXX X. XXXXXXXX ----------------------------------------- Jimmxx X. Xxxxxxxx, Xxnior Vice President TENANT: Silicon Entertainment, Inc. By: /s/ [ILLEGIBLE] ----------------------------------------- Its: Vice President ---------------------------------------- EXHIBITS: A. Site Plan and/or Floor Plan B. General Lease Provisions C. Construction Exhibit (if applicable) D. Sign Criteria E. Developmental Guidelines F. Exclusive Use Restrictions Lease Agreement between Peabody Place Centre, L.P. and Silicon Entertainment, Inc. for Peabody Place Retail/Entertainment Development at space numbers 214, 216, and 218. 11 STATE OF COVENANTS CONDITIONSTENNESSEE COUNTY OF SHELBY Before me, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 a Notary Public of the Declaration State and County aforesaid, personally appeared JACK X. XXXX XXX MORRXX X. XXXXXX, XXESIDENT AND VICE PRESIDENT, respectively, of Covenants ConditionsPEABODY PLACE, Restrictions INC., a Tennessee corporation, said corporation is the general partner of PEABODY PLACE CENTRE, L.P., a Tennessee limited partnership, with whom I am personally acquainted, and Easements who, upon oath acknowledged that they are the PRESIDENT AND VICE PRESIDENT, respectively of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in PEABODY PLACE, INC., General Partner, of PEABODY PLACE CENTRE, L.P., and that they as such PRESIDENT AND VICE PRESIDENT, respectively, executed the office foregoing instrument for the purpose therein contained by signing the name of such partnership, as one of the Register of Deeds for Carteret Countygeneral partners by themselves as PRESIDENT AND VICE PRESIDENT, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value respectively of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.corporation.

IN TESTIMONY WHEREOF. The Declarant has caused the parties of this instrument Agreement have hereunto attached their signatures respectively, THE BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA and the ARCHITECT/ENGINEER. THE BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA Name Office of the Vice Chancellor for Business and Finance State of ) County of ) ) ss. (Corporation) Before the undersigned, a Notary Public duly qualified in and for said county and state, personally came who is the Subscribed and sworn to before me this day of , 20 . Notary Public State of Nebraska ) ) ss. (Board of Regents) County of ) Before the undersigned, a Notary Public duly qualified in and for said county and state, personally came who is the for the Board of Regents of the University of Nebraska, and known to me to be executed under seal said officers of said public corporation, and the same and identical persons who signed the foregoing Agreement as said officers, and each acknowledged their signing of this Agreement to be their duly authorized act and deed as such officers on behalf of said public corporation. Subscribed and sworn to before me this day of , 20 . employees of to execute in its behalf all contracts, agreements and releases which they, in their discretion, approve, each such employee being separately and independently authorized to so act without the concurrence or joinder in such form as to action by and of the other named employees: BE IT FURTHER RESOLVED, that any such contract, agreement or release executed by any of the above- name employees in the name of should be bindingconsidered a contract, all agreement, or release of and shall be binding upon it. BE IT FURTHER RESOLVED, that any similar authority heretofore granted by authority of its the Board of Directors first duly givenof the Company to employees other than those named above be and hereby is terminated as of this date, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted above shall commence this date and shall continue until revoked by Article XVI, Section 2 resolution of the Declaration Board of Covenants ConditionsDirectors. I hereby certify that I am Secretary of , Restrictions that as such I have access to the books and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office records of the Register Corporation; that the foregoing is an excerpt from the minutes of Deeds for Carteret Countythe Board of Directors' Meeting of a Nebraska Corporation, North Carolinaheld on the day of , hereinafter referred to as the “Declaration,” the following amendments are hereby made 20 , a quorum being present; and that no action has been taken by the Declarant Board of Directors of said Corporation since said date that would have effect of changing or altering the authority granted therein. Subscribed and sworn to the Declaration and will supersede the amendments previously filed in Book 772before me this day of , Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control 20 . Notary Public Secretary of the Association and all lot owners will thereafter have one vote Corporation Seal: Date Project: Project #: Project Manager: Date: HOURLY RATES FOR ADDITIONAL SERVICES Additional Services: Time shall be computed at a fixed rate. For the purpose of this Agreement, the rates per lot. The first sentence of Section 2 is hereby modified to read hour are as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentenceProject: in Section 2, Subsection gProject #: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted thereforeProject Manager: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.Date: Project: Project #: Project Manager: Date: Project: Project #: Project Manager: Date:

IN TESTIMONY WHEREOF. The Declarant XXXXXXXX'X, INC. has caused this instrument Statement to be executed signed under its corporate seal by its Chairman and Chief Executive Officer and its Secretary as of the 23rd day of September, 1998. XXXXXXXX'X, INC. By: ________________________________ Xxxxxx X. Xxxxxxxx Chairman and Chief Executive Officer ATTEST: ------------------------- Xxxxxx Xxxxx President, Secretary and Chief Operating Officer EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER OCTOBER 5, 2008 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate XXXXXXXX'X, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 23, 1998 (the "Rights Agreement"), between XXXXXXXX'X, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on October 5, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series B Preferred Stock, par value $0.01 per share ("Series B Share") of the Company, at a purchase price of Fifteen Dollars ($15) per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of September 23, 1998 based on the Series B Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series B Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series B Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be bindingexercised in part, all the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by authority this Certificate may be redeemed at a redemption price of its One Cent ($0.01) per Right at any time prior to the earlier of (A) the close of business 10 Business Days (as such term in defined in the Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement), unless the period for redemption is extended as permitted in the Rights Agreement. Thereafter, the Board of Directors first duly givenof the Company (the "Board") may only redeem the Rights in certain specified circumstances including in connection with certain events not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person. In addition, the Company's right of redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to ten percent (10%) or less of the outstanding Common Shares of the Company in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the day and year first above writtenapproval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. LAND ONE DEVELOPMENT No fractional Series B Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Series B Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series B Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 19__ XXXXXXXX'X, INC. BYBy_______________________ Name: CORRECTED AMENDMENT TO DECLARATION Title: Attest___________________ Name: Title: (Corporate Seal) Countersigned AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By___________________ [Form of Reverse Side of Right Certificate] FORM OF COVENANTS CONDITIONSASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant assigns and transfers unto __________________________ ------------------------------------------------------------ (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the authority granted by Article XVI, Section 2 within Right Certificate on the books of the Declaration within-named Company, with full power of Covenants Conditionssubstitution. Dated: _______________, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.19__ ------------------------- Signature Signature Guaranteed:

IN TESTIMONY WHEREOF. The Declarant CD Radio Inc. has caused this instrument Statement to be executed signed under its corporate seal by its Chairman and Chief Executive Officer and its Secretary as of the 22nd day of October, 1997. CD RADIO INC. By: ------------------------------------ Xxxxx Xxxxxxxxx Chairman and Chief Executive Officer ATTEST: -------------------------------- Xxxxxxxx X. Xxxxxxxx Secretary EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER OCTOBER 22, 2002 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]/1/ Right Certificate CD RADIO INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 22, 1997 (the "RIGHTS AGREEMENT"), between CD RADIO INC., a Delaware corporation (the "COMPANY"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "RIGHTS AGENT"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM Washington D.C. time) on October 22, 2002 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series B Preferred Stock, par value $0.001 per share ("SERIES B SHARE") of the Company, at a purchase price of One Hundred Fifteen Dollars ($115.00) per one one-hundredth of a share (the "PURCHASE PRICE"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of November 3, 1997 based on the Series B Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series B Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series B Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be bindingexercised in part, all the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by authority this Certificate may be redeemed at a redemption price of its One Cent ($0.01) per Right at any time prior to the close of business 10 Business Days (as such term in defined in the Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) unless the period for redemption is extended as permitted in the Rights Agreement. Thereafter, the Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 of the Declaration Company ("BOARD") may only redeem the Rights in certain specified circumstances including in connection with certain events not involving an Acquiring Person or an Affiliate or Associate of Covenants Conditionsan Acquiring Person. In addition, Restrictions and Easements the Company's right of Xxxxxxx Xxxxxx recorded redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to ten percent (10%) or less of the outstanding Common Shares of the Company in Book 747 Page 737 a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the office Rights Agreement. No fractional Series B Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Series B Share, which may, at the election of the Register Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of Deeds this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for Carteret Countyany purpose the holder of Series B Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, North Carolinanor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, hereinafter referred as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the “Declaration,” Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the following amendments are hereby made Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Declarant to Rights Agent. WITNESS the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control facsimile signatures of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management proper officers of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners AssociationCompany. Amendment to Article VI. The following sentence is hereby inserted as the third sentenceDated: in Section 2___________, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.19__ CD RADIO INC.

IN TESTIMONY WHEREOF. The Declarant Anchor BanCorp Wisconsin Inc. has caused this instrument Statement to be executed signed under its corporate seal by its Chairman of the Board, President and Chief Executive Officer and attested by its Vice President and Secretary as of the 22nd day of July, 1997. ANCHOR BANCORP WISCONSIN INC. By ------------------------------ Name: Xxxxxxx X. Xxxxxxxxx Title: Chairman of the Board, President and Chief Executive Officer ATTEST: --------------------------- Name: J. Xxxxxxx Xxxxxxxxx Title: Vice President and Secretary EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER JULY 22, 2007 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]*/ Right Certificate ANCHOR BANCORP WISCONSIN INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of July 22, 1997 (the "Rights Agreement"), between Anchor Bancorp Wisconsin Inc., a Wisconsin corporation (the "Company"), and Firstar Trust Co., a Wisconsin corporation (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM Milwaukee, Wisconsin time) on July 22, 2007 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Preferred Stock, par value $0.10 per share ("Series A Share") of the Company, at a purchase price of Two Hundred Dollars ($200.00) per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this */ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of August 1, 1997, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be bindingexercised in part, all the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by authority this Certificate may be redeemed at a redemption price of its One Cent ($0.01) per Right at any time prior to the close of business on the earlier to occur of (a) 10 Business Days (as such term in defined in the Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) or (b) 15 business days following the commencement of a tender offer or exchange offer if, upon consummation thereof, a person or group would be the beneficial owner of 20% or more of the outstanding Common Shares, unless the period for redemption is extended as permitted in the Rights Agreement. Thereafter, the Board of Directors first duly givenof the Company ("BOARD") may only redeem the Rights in certain specified circumstances including in connection with certain events not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person. In addition, the Company's right of redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to ten percent (10%) or less of the outstanding Common Shares of the Company in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the day and year first above writtenapproval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. LAND ONE DEVELOPMENT No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, [19][20]__ ANCHOR BANCORP WISCONSIN INC. BYAttest________________ Name: CORRECTED AMENDMENT TO DECLARATION Title: By___________________________ Name: Title: (Corporate Seal) Countersigned FIRSTAR TRUST CO., as Rights Agent By___________________ [Form of Reverse Side of Right Certificate] FORM OF COVENANTS CONDITIONSASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________________________________ hereby sells, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant assigns and transfers unto _____________________________________ _________________________________________________________________________ (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the authority granted by Article XVI, Section 2 within Right Certificate on the books of the Declaration within-named Company, with full power of Covenants Conditionssubstitution. Dated: _______________, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.[19][20]__ _____________________________ Signature Signature Guaranteed:

IN TESTIMONY WHEREOF. The Declarant PFSWEB, INC. has caused this instrument Statement to be executed signed under its corporate seal by its _____________________ and its Secretary as of the 8th day of June, 2000. PFSWEB, INC. By: -------------------------------- Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER [________________] OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate PFSWEB, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of June 8, 2000 (the "Rights Agreement"), between PFSWEB, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on July 6, 2010, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Share") of the Company, at a purchase price of $67 per one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased 2 exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of June 8, 2000, based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. ----------------- 1/ the portion of the legend in brackers shall be inserted if applicable and shall replace the preceding sentence. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above writtenRights Agreement. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 Copies of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in Rights Agreement are on file at the office of the Register Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of Deeds the Rights Agent designated for Carteret Countysuch purpose, North Carolina, hereinafter referred may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the “Declaration,” the following amendments are hereby made Rights evidenced by the Declarant Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control provisions of the Association and all lot owners Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter have one vote per lotthe only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management terms of the Community Use Areas Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be conducted issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one- thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Declarant as Rights Agent. WITNESS the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result facsimile signatures of the foregoing exception to the assessment process in favor proper officers of the DeclarantCompany. Dated: ___________, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable2000 PFSWEB, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the AssociationINC. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted thereforeBy ---------------------------------- Name: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1Title: Attest --------------------- Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.LLC as Rights Agent By ------------------------

IN TESTIMONY WHEREOF. The Declarant the above partnership Borrower and CBL Properties, Inc. has caused this instrument to be executed under in the appropriate company or partnership name by its duly authorized general partner, and has adopted as its seal and in such form as to be binding, all by authority of the word "SEAL" appearing beside its Board of Directors first duly givenname, this sealed instrument being executed and delivered on the day and year date first above written. LAND ONE DEVELOPMENT CBL&ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership BY: CBL HOLDINGS I, INC., a Delaware corporation Its Sole General Partner BY: ____________________,President ATTEST: ______________________________, Secretary (Corporate Seal) CBL & ASSOCIATES PROPERTIES, INC. a Delaware corporation BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS____________________,President ATTEST: ______________________________, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVISecretary (Corporate Seal) SOUTHTRUST BANK, Section 2 of the Declaration of Covenants ConditionsNATIONAL ASSOCIATION, Restrictions and Easements of Xxxxxxx a national banking association By: Xxxxxx recorded in Book 747 Page 737 X. Xxxxxxxx Its Vice President EXHIBIT A Real property known as: Kingston Overlook, Knoxville, Tennessee Devonshire Place, Cary, North Carolina Massard Crossing, Ft. Xxxxx, Arkansas all as more particularly described in the office individual deeds of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations trust and/or mortgages applicable to the Subdivision prohibit any advantage obtained above described properties. PERMITTED ENCUMBRANCES As described in the Mortgages. EXHIBIT C REVOLVING CREDIT NOTE $20,000,000 Birmingham, Alabama January ___, 1998 FOR VALUE RECEIVED, the undersigned, the undersigned CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), promises to pay to the order of SOUTHTRUST BANK, NATIONAL ASSOCIATION, a national banking association having a principal place of business in Birmingham, Alabama (the "Bank"), the principal sum of TWENTY MILLION DOLLARS ($20,000,000),or so much as may be advanced to Borrower from time to time and not repaid by Borrower pursuant to the Declarant as a result terms hereof, together with interest thereon at the rates of interest hereafter specified, which such principal and interest are payable in the manner provided below in lawful money of the foregoing exception United States. This Note is executed pursuant to the assessment process in favor that certain Revolving Credit Loan Agreement dated as of the Declarant, then date hereof between the Borrower and Bank (the "Loan Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.Loan Agreement).

IN TESTIMONY WHEREOF. The Declarant has the Landlord and Xxxxxx have caused this instrument Lease to be executed under seal and in such form signed as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BYWITNESS: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONSLANDLORD: SOUTH JORDAN PARKWAY PLAZA, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 LC A Utah Limited Liability Company By Its ATTEST: TENANT: Free Weights_____________ A Utah _________________________ By Its ATTEST: TENANT: Free Weights_____________ A Utah _________________________ By Its As a material part of the Declaration of Covenants Conditionsconsideration inducing Landlord to execute the Lease made and entered into , Restrictions 2023 by and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in between South Jordan Parkway Plaza L.C. a Utah limited liability company (“Landlord”) and Free Weights , a Utah (“Tenant”), the office undersigned, being all of the Register shareholders, partners, members or owners, as the case may be, of Deeds for Carteret County, North Carolina, Assignee (who are collectively hereinafter referred to as the “Declaration,” Guarantors”), join in the following execution of this Lease Guaranty and jointly and severally, do hereby unconditionally guarantee the full performance by Tenant of all obligations, indemnities and agreements to be paid, performed or observed by Tenant under and pursuant to this Lease, including but not limited to the payment of Base Rent and any and all other sums required to be paid by Tenant under the Lease when due. The Guarantors further hereby give and grant to Landlord the rights, power and authority, without notice to or approval of any of the Guarantors and without in any way prejudicing, impairing or affecting any of the Guarantors’ liability hereunder, to alter, extend or otherwise modify this Lease to the extent which may be agreed upon by Landlord and Tenant; to forbear or delay enforcing the payment of Base Rent or other sums due under the Lease or enforcing any other obligations of Tenant under the Lease; to release any other person liable for Tenant’s obligations under the Lease or any other collateral Landlord may hold for the obligations of Tenant under the Lease; to proceed directly against the Guarantors or any of them on this Guaranty whether or not action is brought against Tenant and whether or not Tenant is joined in any such action, without resort to any security which may be held by Landlord, and without first having exhausted the remedies it may have against Xxxxxx. The Guarantors hereby waive demand and/or notice of any kind including, but not limited to, notice of default or breach on the part of Tenant of any of the provisions of this Lease or notice of the existence, creation or incurring of any new, different, or additional obligation as aforesaid. This Guaranty is and shall be construed to be an irrevocable, absolute, unlimited and continuing guaranty of payment and performance, and the liability of each Guarantor hereunder and Xxxxxxxx’s right to pursue each Guarantor shall not be affected, delayed, limited, impaired or discharged, in whole or in part, by reason of any extension or discharge that may be granted to the Tenant, whether in proceedings under the bankruptcy code or any amendments are thereof, or under any other state or other federal statutes, or otherwise. The Guarantor expressly waives the benefits of any extension or discharge granted to Tenant. This Guaranty shall survive notwithstanding the expiration or termination of the Lease and this Guaranty shall survive with respect to any sums previously received from Tenant or from Guarantor that Landlord may be required to repay in any proceeding described in this paragraph. The Guarantors further agree upon demand to pay Landlord reasonable attorneys’ fees and all costs and other expenses incurred by it in collecting or compromising any obligation hereby made guaranteed, or in enforcing this Guaranty against the Guarantors. The Landlord shall have the right, without affecting any Guarantor’s obligations hereunder, and without demand or notice, to collect first from the Tenant, and to exercise its rights of setoff against any asset of the Tenant, and to otherwise pursue and collect from the Tenant any other indebtedness of the Tenant to the Landlord not covered by this Guaranty, and any sums received from the Tenant, whether by voluntary payment, offset, or collection efforts, may be applied by the Declarant Landlord as it sees fit, including the application of all such amounts to other debts not guaranteed by the Guarantors. Subrogation rights or any other rights of any kind of any Guarantor against the Tenant, if any, shall not become available until all indebtedness and obligations of the Tenant to the Declaration Landlord are paid in full. This Guaranty shall survive the expiration or termination of the Lease to the extent the obligations of the Tenant thereunder likewise survive. Capitalized terms used but not otherwise defined herein shall have their meanings set forth in the Lease. GUARANTORS: Date: ___________________________ _______________ Xxxxxxx Xxxx SS#: _______________________ ___________________________ _______________ Xxxxxxx Xxxx SS#: _______________________ LANDLORD: South Jordan Parkway Plaza, LC TENANT: Free Weights LEASE DATE: ______________, 2023 Landlord and will supersede Xxxxxx acknowledge and agree that the amendments previously filed in Book 772, Page 223: The following sentence Commencement Date of the above-referenced Lease is hereby added to Section 5: Effective January August 1, 1998 2023 and the Owners Association will have complete control original term of the Association Lease expires on July 31, 2028 LANDLORD: TENANT: By: By: Its: Its: Date: Date: Common area maintenance costs shall include all costs and all lot owners will thereafter have one vote per lot. The first sentence expenses of Section 2 is hereby modified to read every kind and nature as follows: During may be paid or incurred in operating, policing, protecting, insuring, managing, equipping, lighting, repairing, replacing and maintaining the period 1994 through 1997common areas and facilities of the Shopping Center (whether located on or off the Shopping Center), including, but not limited to, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as cost and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.expense of:

IN TESTIMONY WHEREOF. The Declarant the Board of Directors of NELNET EDUCATION LOAN FUNDING, INC. has caused this instrument note to be executed under seal by the manual or facsimile signatures of the President and in such form Secretary of the Issuer all as to be bindingof the Original Issue Date. NELNET EDUCATION LOAN FUNDING, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. By --------------------------------------- President By --------------------------------------- Secretary CERTIFICATE OF AUTHENTICATION This note is one of the Class A-[1][2][3][4] Notes designated therein and described in the within-mentioned Indenture. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee By ---------------------------------------- Authorized Signatory Authentication Date: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or other identifying number __________) the within note and all rights thereunder and hereby irrevocably appoints __________ attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNED: -------------------- ------------------------------------ NOTICE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: ------------------------------------ Signature(s) must be guaranteed by an eligible guarantor institution pursuant to Securities and Exchange Commission Rule 17Ad-15 that is a participant in a signature guarantor program recognized by the Indenture Trustee EXHIBIT B FORM OF RESET RATE NOTES THIS CLASS A-5a NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, AS A MATTER OF U.S. LAW, MAY NOT BE OFFERED OR SOLD IN VIOLATION OF THE SECURITIES ACT OR SUCH OTHER LAWS. THIS NOTE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF NOT LESS THAN $5,000 AND ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF. THE HOLDER HEREOF, BY PURCHASING OR ACCEPTING THIS CLASS A-5a NOTE IS HEREBY DEEMED TO HAVE AGREED FOR THE BENEFIT OF THE ISSUER AND THE INITIAL PURCHASERS THAT IT WILL RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE, AS A MATTER OF U.S. LAW, ONLY (A)(1) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE, PURSUANT TO RULE 144A PROMULGATED UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A (A "QUALIFIED INSTITUTIONAL BUYER"), THAT IS ACQUIRING THIS CLASS A-5a NOTE FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT ) OUTSIDE THE UNITED STATES OF AMERICA ACQUIRING THIS CLASS A-5a NOTE IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION. UPON ACQUISITION OR TRANSFER OF A CLASS A-5a NOTE OR A BENEFICIAL INTEREST IN A CLASS A-5a NOTE, AS THE CASE MAY BE, BY, FOR OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN"), SUCH CLASS A-5a NOTE OWNER SHALL BE DEEMED TO HAVE REPRESENTED THAT SUCH ACQUISITION OR PURCHASE WILL NOT CONSTITUTE OR OTHERWISE RESULT IN: CORRECTED (I) IN THE CASE OF A PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A NON-EXEMPT PROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY A CLASS OR OTHER APPLICABLE EXEMPTION AND (II) IN THE CASE OF A PLAN SUBJECT TO A SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR FOREIGN LAW ("SIMILAR LAW"), A NON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY SIMILAR LAW. ANY TRANSFER FOUND TO HAVE BEEN MADE IN VIOLATION OF SUCH DEEMED REPRESENTATION SHALL BE NULL AND VOID AND OF NO EFFECT. THIS CLASS A-5a NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES UNDERTAKEN OR REPRESENTED BY THE HOLDER, FOR RESALES AND OTHER TRANSFERS OF THIS CLASS A-5a NOTE, TO REFLECT ANY CHANGE IN APPLICABLE LAWS OR REGULATIONS (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND ANY BENEFICIAL OWNER OF ANY INTEREST THEREIN SHALL BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS CLASS A-5a NOTE AND ANY CLASS A-5a NOTE ISSUED IN EXCHANGE OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON) AND AGREES TO DECLARATION TRANSFER THIS CLASS A-5a NOTE ONLY IN ACCORDANCE WITH ANY SUCH AMENDMENT OR SUPPLEMENT IN ACCORDANCE WITH APPLICABLE LAW IN EFFECT AT THE DATE OF COVENANTS CONDITIONSSUCH TRANSFER. EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, RESTRICTIONS THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY NELNET EDUCATION LOAN FUNDING, INC. STUDENT LOAN ASSET-BACKED NOTE SENIOR CLASS 2004-2A-5A RESET RATE NOTES REGISTERED NO. R-__ REGISTERED $200,000,000 MATURITY DATE INTEREST RATE ORIGINAL ISSUE CUSIP NO. ISIN NO. DATE Quarterly Distribution Reset Rate April 29, 2004 Date in February, 2039 PRINCIPAL SUM: **TWO HUNDRED MILLION AND EASEMENTS OF XXXXXXX XXXXXX Pursuant 00/100 DOLLARS** REGISTERED OWNER: **CEDE & CO.** NELNET EDUCATION LOAN FUNDING, INC., a corporation organized under the corporation laws of the State of Nebraska (the "Issuer," which term includes any successor corporation under the Indenture of Trust, dated as of April 1, 2004 (the "Indenture"), among the Issuer, Wells Fargo Bank, National Association, as eligible lender trustee, axx Xxlls Fargo Bank, National Association, as trustee (the "Indenture Trxxxxx," which term includes any successor trustee under the Indenture)) for value received, hereby promises to pay to the authority granted Registered Owner (stated above) or registered assigns, the Principal Sum hereof (payable on each Distribution Date in an amount equal to the result obtained by Article XVImultiplying (i) a fraction the numerator of which is the Principal Sum hereof (as modified by Annex 2 attached hereto) and denominator of which is $200,000,000 by (ii) the aggregate amount, Section 2 if any, payable on the Class A-5a Notes on such Quarterly Distribution Date in accordance with the Indenture), but solely from the revenues and receipts hereinafter specified and not otherwise, on the Maturity Date specified above (subject to the right of prior redemption hereinafter described), at the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the designated corporate trust office of the Register Indenture Trustee, as paying agent, trustee, authenticating agent and registrar for the Series 2004-2 Notes, or a duly appointed successor paying agent, and to pay interest in arrears on said Principal Sum, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Owner hereof from the most recent Quarterly Distribution Date to which interest has been paid hereon, until the payment of Deeds said principal sum in full. Any capitalized words and terms used as defined words and terms in this note and not otherwise defined herein shall have the meanings given them in the Indenture. The Issuer shall pay interest on this note at the rate set forth in Annex 1, on each Quarterly Distribution Date until the principal of this note is paid or made available for Carteret Countypayment, North Carolinaon the principal amount of this note outstanding on the preceding Quarterly Distribution Date (after giving effect to all payments of principal made on the preceding Quarterly Distribution Date). Interest on this note shall accrue from and including the preceding Quarterly Distribution Date (or, hereinafter referred in the case of the first Accrual Period, the Closing Date) to as the “Declaration,” but excluding the following amendments Quarterly Distribution Date (each an "Accrual Period") as set forth in Annex 1. The principal of and interest on this note are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed payable in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control lawful money of the Association and all lot owners will thereafter have one vote per lotUnited States of America. The first sentence If the specified date for any payment of Section 2 is hereby modified principal or interest accrued to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will such specified date shall be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, day other than a Business Day then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval payment may be grantedmade on the next succeeding Business Day, but only in strict compliance with Section 7, Subsections a. through e.the same force and effect as if made on the specified date for such payment without additional interest.

IN TESTIMONY WHEREOF. The Declarant has caused this instrument to be executed under seal and in such form witness the signature of the Tenant as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above writtenset forth above. LAND ONE DEVELOPMENT INCTENANT: PEABODY CAMPUS, LLC, a Maryland limited liability company By: Erickson Retirement Communities, XXX, x Maryland limited liability company. BYIts: CORRECTED AMENDMENT TO DECLARATION Sole Managing Member By: _________________________ Jeffrey A. Jacobson, Managing Director STATE OF COVENANTS CONDITIONS------------------------------ COUNTY OF ----------------------------- The foregoing instrument was acknowledged before me this ___ day of October, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant 2002, by Jeffrey A. Jacobson, the Managing Dxxxxxxx xx Xxxxxxxx Retirement Communities, LLX, x Xxxyland limited liability company, the Sole Managing Member of Peabody Campus, LLC, a Maryland limited liability company on behalf of said limited liability companies. He is personally known to me or produced ____________________________________ as identification. Printed Name: ------------------------------ Notary Public, State of -------------------- Commission #: ------------------------------ My commission expires: --------------------- (NOTARY SEAL) EXHIBIT G SINGLE PURPOSE ENTITY REQUIREMENTS ---------------------------------- Tenant or its assignee shall throughout the Term hereof do all things necessary to continue to be and remain a Single Purpose Entity [including without limitation, if Tenant is a partnership, insuring that each General Partner of Tenant continues as a Single Purpose Entity and shall not amend its Articles of Organization or Operating Agreement, or if Tenant is a corporation, that Tenant shall not amend its Articles of Incorporation or Bylaws, or if Tenant is a limited liability company, Tenant shall prevent any Member manager of Tenant from amending such Member's Articles of Organization or Bylaws or other formation documents). For purposes hereof, Single Purpose Entity shall mean a person, other than an individual, which (a) is formed, organized or reorganized solely for the purpose of holding, directly, the leasehold interest in the Leased Property and undertaking the activities in respect thereof as contemplated under the Lease, (b) does not engage in any business unrelated to the Leased Property and the Permitted Use thereof under the Lease, (c) has not and will not have any assets other than those related to its interest in the Leased Property and has not and will not have any indebtedness other than indebtedness contemplated or as permitted under the Lease or otherwise incurred in the ordinary course of business, (d) maintains its own separate books and records and its own accounts, in each case which are separate and apart from the books and records of any other any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority granted by Article XVI("Person"), Section 2 (e) holds itself out as being a Person separate and apart from any other Person, (f) does not and will not commingle its funds or assets with those of any other Person except as required under any of the Declaration Third Party Documents, (g) conducts its own business in its own name, (h) maintains separate financial statements, (i) pays its own liabilities out of Covenants Conditionsits own funds, Restrictions (j) observes all limited liability company formalities, partnership formalities or corporate formalities, as applicable, (k) maintains an arm's-length relationship with its Affiliated Persons, (l) does not guarantee or otherwise obligate itself with respect to the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as required or expressly authorized under the Lease, (m) does not acquire obligations or securities of its partners, members or shareholders, (n) allocates fairly and Easements reasonably shared expenses, including without limitation, any overhead for shared office space, (if any), (o) uses separate stationary, invoices and checks, (p) except as required or expressly authorized or contemplated under the Lease, and the Third Party Documents, does not and will not pledge its assets for the benefit of Xxxxxxx Xxxxxx recorded any Person other than Landlord or make any loans or advances to any other Person, (q) does and will correct any known misunderstanding regarding its separate identity, (r) maintains adequate capital in Book 747 Page 737 in light of its contemplated business operations, and (s) has and will have an Operating Agreement, partnership agreement, certificate of incorporation or other organization document which complies with the office standards and requirements for a Single Purpose Entity set by Rating Agencies (as hereinafter defined) as of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations date hereof applicable to the Subdivision prohibit any advantage obtained by the Declarant a limited liability company, partnership or corporation, as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.applicable.

IN TESTIMONY WHEREOF. The Declarant the Board of Directors of NELNET EDUCATION LOAN FUNDING, INC. has caused this instrument note to be executed under seal by the manual or facsimile signatures of the President and in such form Secretary of the Issuer all as to be bindingof the Original Issue Date. NELNET EDUCATION LOAN FUNDING, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION By ------------------------------------- President By ------------------------------------- Secretary CERTIFICATE OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 AUTHENTICATION This note is one of the Declaration of Covenants Conditions, Restrictions Class A-5a Notes designated therein and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 described in the office within-mentioned Indenture. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee By --------------------------------------- Authorized Signatory Authentication Date: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or other identifying number __________) the within note and all rights thereunder and hereby irrevocably appoints __________ attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNED: ------------------ ------------------------------------ NOTICE: The signature on this Assignment must correspond with the name of the Register Registered Owner as it appears on the face of Deeds for Carteret County, North Carolina, hereinafter referred the within note in every particular. Signature Guaranteed by: ----------------------------------------- Signature(s) must be guaranteed by an eligible guarantor institution pursuant to as the “Declaration,” the following amendments are hereby made Securities and Exchange Commission Rule 17Ad-15 that is a participant in a signature guarantor program recognized by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: Indenture Trustee ANNEX 1 REMARKETING TERMS NOTICE AND SPREAD DETERMINATION NOTICE ANNEX 2 SCHEDULE OF EXCHANGES IN GLOBAL NOTE The following sentence is hereby added to Section 5exchanges of a part of this Global Certificate have been made: Effective January 1, 1998 the Owners Association will have complete control ----------- --------------------- ----------------- -------------------- ------------------ Amount of the Association and all lot owners will thereafter have one vote per lot. The first sentence Principal Amount of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management Amount of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The Decrease Increase in this Global Signature of in Principal Amount Principal Amount Certificate Authorized of this Global of this Global following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws such Officer of Date of Certificate Certificate Decrease (or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.Indenture Trustee Exchange Increase) ----------- --------------------- ----------------- -------------------- ------------------

IN TESTIMONY WHEREOF. The Declarant the above partnership Borrower and CBL Properties, Inc. has caused this instrument to be executed under in the appropriate company or partnership name by its duly authorized general partner, and has adopted as its seal and in such form as to be binding, all by authority of the word "SEAL" appearing beside its Board of Directors first duly givenname, this sealed instrument being executed and delivered on the day and year date first above written. LAND ONE DEVELOPMENT INC. CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONSCBL HOLDINGS I, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant INC., a Delaware corporation Its Sole General Partner By: /s/ John N. Foy ------------------------------------- Print Name: John N. Foy ----------------------------- Title: Vice Chairman and Chief Financial Officer ---------------------------------- ATTEST: /s/ James L. Crowder -------------------------------------- James L. Crxxxxx -----------------------------, Secretary (Corporaxx Xxxx) CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation By: /s/ John N. Foy ------------------------------------- Print Name: John N. Foy ----------------------------- Title: Vice Chairman and Chief Financial Officer ---------------------------------- ATTEST: /s/ James L. Crowder -------------------------------------- James L. Crxxxxx -----------------------------, Secretary (Corporaxx Xxxx) SOUTHTRUST BANK, an Alabama banking corporation By: /s/ James C. Ebersole ------------------------------------- James C. Ebersole, Vice President EXHIBIT A Real property known as: Gunbarrel Commons, Hamilton County, Tennessee Springs Crossing, Cameron County, Texas xxx xx more particularly described in the individual deeds of trust and/or mortgages applicable to the authority granted by Article XVI, Section 2 of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 above described properties. EXHIBIT B PERMITTED ENCUMBRANCES As described in the office Mortgages. EXHIBIT C REVOLVING CREDIT NOTE EXHIBIT D CLOSING CHECKLIST EXHIBIT E NON-DEFAULT CERTIFICATE For Fiscal Year Ended December 31, 2002. For Fiscal Quarter Ended June 30, 2003. The undersigned, a duly authorized officer of the Register of Deeds for Carteret CountyCBL & Associate Limited Partnership, North Carolina, hereinafter a Delaware limited partnership [referred to as "Borrower" in that certain Loan Agreement (the “Declaration,” "Loan Agreement") dated September ___, 2003 between Borrower and SouthTrust Bank, an Alabama banking corporation ("Bank")], certifies to said Bank, in accordance with the following amendments are hereby made by the Declarant to the Declaration terms and will supersede the amendments previously filed in Book 772provisions of said Loan Agreement, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.:

IN TESTIMONY WHEREOF. The Declarant the Board of Directors of NELNET EDUCATION LOAN FUNDING, INC. has caused this instrument note to be executed under seal by the manual or facsimile signatures of the President and in such form Secretary of the Issuer all as to be bindingof the Original Issue Date. NELNET EDUCATION LOAN FUNDING, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BYBy --------------------------------------- President By --------------------------------------- Secretary CERTIFICATE OF AUTHENTICATION WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee By --------------------------------------- Authorized Signatory Authentication Date: CORRECTED AMENDMENT TO DECLARATION C-8 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or other identifying number __________) the within note and all rights thereunder and hereby irrevocably appoints __________ attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNED: ----------------- ------------------------------------ NOTICE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: ---------------------------- Signature(s) must be guaranteed by an eligible guarantor institution pursuant to Securities and Exchange Commission Rule 17Ad-15 that is a participant in a signature guarantor program recognized by the Indenture Trustee SCHEDULE OF COVENANTS CONDITIONSEXCHANGES IN GLOBAL NOTE The following exchanges of a part of this Global Certificate have been made: ---------- ------------------- ---------------- -------------------- ------------ Amount of Principal Amount of Amount of Decrease Increase in this Global Signature of in Principal Amount Principal Amount Certificate Authorized of this Global of this Global following such Officer of Date of Certificate Certificate Decrease (or Indenture Exchange Increase) Trustee] ---------- ------------------- ---------------- -------------------- ------------ EXHIBIT D NOTICE OF PAYMENT DEFAULT NELNET EDUCATION LOAN FUNDING, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant INC. STUDENT LOAN ASSET-BACKED NOTES [SENIOR CLASS 2004-2A[-5A][-5B][-5C]] [SUBORDINATE CLASS 2004-2B[-1][-2]] AUCTION RATE NOTES NOTICE IS HEREBY GIVEN that a Payment Default has occurred and is continuing with respect to the authority granted by Article XVIAuction Rate Notes identified above. The next Auction for the Auction Rate Notes will not be held. The Auction Rate for the Auction Rate Notes for the next succeeding Accrual Period shall be the Non-Payment Rate. WELLS FARGO BANK, Section 2 of the Declaration of Covenants ConditionsNATIONAL ASSOCIATION, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office of the Register of Deeds for Carteret Countyas Indenture Trustee Dated: By --------------- ------------------------------------ EXHIBIT E NOTICE OF CURE OF PAYMENT DEFAULT NELNET EDUCATION LOAN FUNDING, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant INC. STUDENT LOAN ASSET-BACKED NOTES [SENIOR CLASS 2004-2A[-5A][-5B][-5C]] [SUBORDINATE CLASS 2004-2B[-1][-2]] AUCTION RATE NOTES NOTICE IS HEREBY GIVEN that a Payment Default with respect to the Declaration Auction Rate Notes identified above has been waived or cured. The next Auction Rate Distribution Date is __________________________ and will supersede the amendments previously filed in Book 772Auction Date is __________________________. WELLS FARGO BANK, Page 223NATIONAL ASSOCIATION, as Indenture Trustee Dated: The following sentence By -------------- --------------------------------------- EXHIBIT F NOTICE OF PROPOSED CHANGE IN LENGTH OF ONE OR MORE AUCTION PERIODS NELNET EDUCATION LOAN FUNDING, INC. STUDENT LOAN ASSET-BACKED NOTES [SENIOR CLASS 2004-2A[-5A][-5B][-5C]] [SUBORDINATE CLASS 2004-2B[-1][-2]] AUCTION RATE NOTES Notice is hereby added given that the Issuer proposes to Section 5: Effective January 1change the length of one or more Auction Periods pursuant to the Indenture of Trust, 1998 as amended (the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read "Indenture") as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.:

IN TESTIMONY WHEREOF. The Declarant OrthoLogic Corp. has caused this instrument Certificate of Designation to be executed under seal and in such form as to be binding, all acknowledged by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 Chairman of the Declaration of Covenants ConditionsBoard and Chief Executive Officer, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office attested by its Executive Vice President, Research and Development, as of the Register 5th day of Deeds for Carteret CountyMarch, North Carolina1997. ORTHOLOGIC CORP. By: /s/ Axxxx X. Xxxxxxxxx ----------------------------- Name: Axxxx X. Xxxxxxxxx Title: Chairman and Chief Executive Officer ATTEST: /s/ Fxxxx X. Xxxxx ------------------------------ Name: Fxxxx X. Xxxxx Title: Executive Vice President Research and Development EXHIBIT B [Form of Right Certificate] Certificate No. R- ____________ Rights NOT EXERCISABLE AFTER MARCH 11, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 7722007 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, Page 223: The following sentence is hereby added to Section 5: Effective January 1AT THE OPTION OF THE COMPANY, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lotAT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997UNDER CERTAIN CIRCUMSTANCES, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners AssociationRIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. Amendment to Article VI[THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). The following sentence is hereby inserted as the third sentence: in Section 2ACCORDINGLY, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1

IN TESTIMONY WHEREOF. The Declarant the Board of Directors of NELNET STUDENT LOAN CORPORATION-2 has caused this instrument note to be executed by the manual or facsimile signatures of the President and Secretary of the Issuer all as of the Original Issue Date. NELNET STUDENT LOAN CORPORATION-2 By _______________________________ President CERTIFICATE OF AUTHENTICATION This note is one of the Class 2000A-_ Notes designated therein and described in the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, as Trustee By ___________________________________ Authorized Signatory Authentication Date: _____________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ____________________(Social Security or other identifying number____________________) the within note and all rights thereunder and hereby irrevocably appoints____________________ attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated:_________________________ SIGNED:____________________________________ NOTICE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: ________________________________ A Member of The New York Stock Exchange or a State or National Bank EXHIBIT A-2 XXXX XX XXXXXXXXXXX XXXXX XXXXXT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY. NELNET STUDENT LOAN CORPORATION-2 TAXABLE STUDENT LOAN ASSET-BACKED NOTE SUBORDINATE CLASS 2000B-1 AUCTION RATE NOTES REGISTERED NO. R-l REGISTERED $50,000,000 MAXXXITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP NO. December 1,2032 Variable June 1,2000 _____________ PRINCIPAL SUM: FIFTY MILLION AND 00/100 DOLLARS REGISTERED OWNER: CEDE & CO. NELNET STUDENT LOAN CORPORATION-2, a corporation organized under seal the corporation laws of the State of Nevada (the "Issuer," which term includes any successor corporation under the Indenture of Trust, dated as of June 1, 2000 (as amended, the "Original Indenture") and the Series 2000 Supplemental Indenture of Trust dated as of June 1, 2000 (as amended, the "Series 2000 Supplemental Indenture," and together with the Original Indenture, the "Indenture"), each between the Issuer and Zions First National Bank, as trustee (the "Trustee," which term includes any successor trustee under the Indenture)) for value received, hereby promises to pay to the Registered Owner (stated above) or registered assigns, the Principal Sum of (stated above), but solely from the revenues and receipts hereinafter specified and not otherwise, on the Maturity Date specified above (subject to the right of prior redemption hereinafter described), upon presentation and surrender of this note at the Principal Office of the Trustee, as paying agent, trustee, authenticating agent and registrar for the Notes, or a duly appointed successor paying agent, and to pay interest in such form arrears on said Principal Sum, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Owner hereof from the most recent Interest Payment Date to which interest has been paid hereon, until the payment of said principal sum in full. Any capitalized words and terms used as to be bindingdefined words and terms in this note and not otherwise defined herein shall have the meanings given them in the Indenture. This note shall bear interest at an Auction Rate, all as determined in Appendix A of the Series 2000 Supplemental Indenture. The principal of and interest on this note are payable in lawful money of the United States of America. If the specified date for any payment of principal or interest accrued to such specified date shall be a day other than a Business Day then such payment may be made on the next succeeding Business Day, with the same force and effect as if made on the specified date for such payment without additional interest. Interest payable on this note shall be computed on the assumption that each year contains 360 days and actual days elapsed. This note is one of a series of notes of the Issuer designated Taxable Student Loan Asset-Backed Notes, Subordinate Class 2000B-1 Auction Rate Notes, dated the Original Issue Date, in the aggregate original principal amount of $50,000,000 (the "Class B Notes") which have been authorized by authority the Issuer under a certain resolution, and issued by the Issuer pursuant to the Indenture. The Issuer is, simultaneously with the Class B Notes, issuing $950,000,000 of its Board Taxable Student Loan Asset-Backed Notes, Senior Class 2000A Notes in fourteen subclasses (collectively, the "Class A Notes"). The proceeds of Directors first duly givensuch notes have been used by the Issuer, this together with other moneys of the day Issuer, for the purpose of providing funds to finance the acquisition of student loans, fund a reserve fund and year first above writtento pay certain costs and expenses in connection with the issuance of such notes. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant The Indenture provides for the issuance of additional notes (the "Additional Notes") which may be secured on a parity with or subordinate to the authority granted Class A Notes or the Class B Notes as determined by Article XVIthe Issuer. The Class A Notes, Section 2 of the Declaration of Covenants ConditionsClass B Notes and any Additional Notes are collectively referred to herein as the "Notes." MANDATORY REDEMPTION, Restrictions OPTIONAL REDEMPTION AND EXTRAORDINARY REDEMPTION. This note is subject to mandatory redemption, optional redemption and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 extraordinary redemption, all as described in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.Indenture.

IN TESTIMONY WHEREOF. The Declarant DAISYTEK INTERNATIONAL CORPORATION has caused this instrument Statement to be executed signed under its corporate seal by its __________________ and its Secretary as of the ____ day of October, 1999. DAISYTEK INTERNATIONAL CORPORATION By: ______________________________ Name: Title: ATTEST: -------------------------------- Name: Title: EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER OCTOBER 25, 2009 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.] 1/ Right Certificate DAISYTEK INTERNATIONAL CORPORATION This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 15, 1999 (the "Rights Agreement"), between DAISYTEK INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC, a New Jersey limited liability company (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on October 25, 2009, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Preferred Stock, par value $1.00 per share ("Series A Share") of the Company, at a purchase price of $70 one one-thousandth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of October 15, 1999 based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated, exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, covenants and restrictions of the Rights Agreement, which terms, covenants and restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above writtenRights Agreement. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 Copies of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in Rights Agreement are on file at the office of the Register Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of Deeds the Rights Agent designated for Carteret Countysuch purpose, North Carolina, hereinafter referred may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the “Declaration,” the following amendments are hereby made Rights evidenced by the Declarant Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control provisions of the Association and all lot owners Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Tenth of One Cent ($0.001) per Right at any time prior to the earlier of (A) the date that a Person becomes an Acquiring Person (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable; and, thereafter have one vote per lotthe only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management terms of the Community Use Areas Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be conducted issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-thousandth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Declarant Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 19__ DAISYTEK INTERNATIONAL CORPORATION By________________________________ Name: Title: Attest___________________ Name: Title: (Corporate Seal) Countersigned CHASEMELLON SHAREHOLDER SERVICES, LLC as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained Rights Agent By___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the Declarant as a result registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto _________________________________________________________ (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the within Right Certificate on the books of the foregoing exception to within-named Company, with full power of substitution. Dated: _______________, 19__ ------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.appropriate boxes that:

IN TESTIMONY WHEREOF. The Declarant has caused this instrument to be executed under I have hereunto set my hand and affixed my official seal in the County and in such form as to be bindingState aforesaid, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT (Seal) Notary Public /s/ Xxxxx X. Xxxxxx My Commission Expires: 6/23/01 EXHIBIT B AMENDED AND RESTATED PROMISSORY NOTE $10,000,000.00 St. Louis, Missouri March 31, 1998 FOR VALUE RECEIVED, SHOE CARNIVAL, INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS., RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant an Indiana corporation (formerly a Delaware corporation) ("Borrower"), hereby promises to pay to the authority granted order of Firstar Bank Milwaukee, N.A., a national banking association ("Bank") on March 31, 2000, the lesser of (a) Ten Million Dollars ($10,000,000.00), or (b) the aggregate unpaid principal amount of all Loans made by Article XVIBank to Borrower in accordance with the terms and conditions hereof and of that certain Amended and Restated Credit Agreement dated as of November 15, Section 2 1994 made by and between Borrower, Mercantile Bank National Association, formerly known as Mercantile Bank of St. Louis National Association, as Agent (the "Agent") and the Banks named therein, as from time to time amended (as amended, the "Credit Agreement") and the unreimbursed amount of any draws under any Letters of Credit issued for the account of Borrower in accordance with the terms and conditions of the Declaration of Covenants Conditions, Restrictions Credit Agreement and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 the Reimbursement Agreements (as defined in the office Credit Agreement). The aggregate principal amount which Bank may have outstanding hereunder at any one time for all Loans shall not exceed the lesser of (i) Ten Million Dollars ($10,000,000.00) minus the face amount of all Letters of Credit then outstanding under Section 2.1(a) of the Register Credit Agreement, or (ii) Twenty-Eight and 572/1,000ths Percent (28.572%) of Deeds for Carteret Countythe then current Borrowing Base, North Carolinawhich amounts may be borrowed, hereinafter referred paid, reborrowed and repaid, in whole or in part, prior to as the “Declaration,” the following amendments are hereby made by the Declarant March 31, 2000 subject to the Declaration terms and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control conditions hereof and of the Association and Credit Agreement. If at any time the aggregate principal amount of all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During Loans outstanding under this Note should exceed the period 1994 through 1997amount set forth in the preceding sentence, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant whether as a result of the foregoing exception to the assessment process in favor of the Declarant, then a reduction in the calculation Borrowing Base or otherwise, Borrower shall be automatically required (without demand or notice of the sums payable any kind by the Declarant to the Owners Association there will first be deducted from assessments payableBank, all of which are hereby expressly waived by Borrower), to immediately repay the costs Loans in an amount sufficient to reduce such aggregate principal amount of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge Loans outstanding under this Note to the Associationamount set forth in the preceding sentence. Amendment Additionally, Borrower promises to Article X. The last sentence pay to the order of Section 4 is hereby deleted Bank all accrued interest owing on the principal amount of all Loan advances and Letter of Credit reimbursement obligations outstanding hereunder. Advances hereunder shall bear interest at the rate per annum equal to such of the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1as Borrower, 1996at its option, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.shall select:

IN TESTIMONY WHEREOF. The Declarant the Board of Directors of NELNET STUDENT LOAN CORPORATION-2 has caused this instrument note to be executed under seal and in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 manual or facsimile signatures of the Declaration President and Secretary of Covenants Conditions, Restrictions the Issuer all as of the Original Issue Date. NELNET STUDENT LOAN CORPORATION-2 By ______________________________ President CERTIFICATE OF AUTHENTICATION This note is one of the Class 2000B-1 Notes designated therein and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 described in the office within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, as Trustee By __________________________________ Authorized Signatory Authentication Date: ______________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ______________________(Social Security or other identifying number___________________) the within note and all rights thereunder and hereby irrevocably appoints_____________________attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated:__________________________ SIGNED:____________________________________ NOTICE: The signature on this Assignment must correspond with the name of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to Registered Owner as it appears on the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control face of the Association and all lot owners will thereafter have one vote per lotwithin note in every particular. Signature Guaranteed by: _______________________________ A Member of The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997New York Stock Exchange or a State or National Bank EXHIBIT B SERIES 2000 CLOSING CASH FLOW PROJECTIONS CASH FLOW ANALYSIS [EDUCATION LOAN GROUP LOGO] $1,000,000,000 NELNET STUDENT LOAN CORP.-2 TAXABLE STUDENT LOAN ASSET BACKED NOTES MANAGEMENT CASE 5.0% T-BILL PAINEWEBBER INCORPORATED MAY 30, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre2000 $1,000,000,000 NELNET STUDENT LOAN CORP.-2 TAXABLE STUDENT LOAN ASSET BACKED NOTES MANAGEMENT CASE 5.0% T-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.BILL TXXXX OF CONTENTS

IN TESTIMONY WHEREOF. The Declarant SABRATEK CORPORATION has caused this instrument Statement to be executed signed under its corporate seal by its Chairman and Chief Executive Officer and its Secretary as of the 20th day of August, 1998. SABRATEK CORPORATION By: _________________________________ K. Xxxx Xxxxx Chairman, Chief Executive Officer ATTEST: -------------------------------- Xxxxx X. Xxxxxxx Vice Chairman and Secretary EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER AUGUST 20, 2008 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY OR THE FINAL EXPIRATION DATE IS ACCELERATED. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) OF THE AGREEMENT.] Right Certificate SABRATEK CORPORATION This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated August 20, 1998 (the "Rights Agreement"), between SABRATEK CORPORATION, a Delaware corporation (the "Company"), and LASALLE NATIONAL BANK, a national banking corporation (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM eastern time) on August 20, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series B Preferred Stock, par value $0.01 per share ("Series B Share") of the Company, at a purchase price of One Hundred Fifty Dollars ($150) per one one-hundredth of a Series B Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of August 20, 1998 based on the Series B Shares as constituted as of such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series B Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series B Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be bindingexercised in part, all the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by authority this Certificate may be redeemed at a redemption price of its One Cent ($0.01) per Right at any time prior to the close of business 10 Business Days (as such term in defined in the Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) unless the period for redemption is extended as permitted in the Rights Agreement. Thereafter, the Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 of the Declaration Company ("Board") may only redeem the Rights in certain specified circumstances including in connection with certain events not involving an Acquiring Person or an Affiliate or Associate of Covenants Conditionsan Acquiring Person. In addition, Restrictions and Easements the Company's right of Xxxxxxx Xxxxxx recorded redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to a level below fifteen percent (15%) or less of the outstanding Common Shares of the Company in Book 747 Page 737 a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the office Rights Agreement. No fractional Series B Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Series B Share, which may, at the election of the Register Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of Deeds this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for Carteret Countyany purpose the holder of Series B Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, North Carolinanor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, hereinafter referred as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the “Declaration,” Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the following amendments are hereby made Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Declarant to Rights Agent. WITNESS the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control facsimile signatures of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management proper officers of the Community Use Areas will Company. Dated: ___________, ____ SABRATEK CORPORATION By_______________________ Name: Title: Attest___________________ Name: Title: (Corporate Seal) Countersigned LASALLE NATIONAL BANK as Rights Agent By_________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be conducted executed by the Declarant as registered holder if such holder desires to transfer the asset manager for Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto ____________________________________ ------------------------------------------------------------------------------- (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as within Right Certificate on the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result books of the foregoing exception to within-named Company, with full power of substitution. Dated: _______________, ____ ------------------------------ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.appropriate boxes that:

IN TESTIMONY WHEREOF. The Declarant ITHACA INDUSTRIES, INC. has caused this instrument Statement to be executed signed under its corporate seal by its Chairman and Chief Executive Officer and its Secretary as of the 13th day of July, 1998. ITHACA INDUSTRIES, INC. By: ________________________________ Jim D. Waller Chairman, Chief Executxxx Xxxxxxx and President ATTEST: _____________________________ Richard P. Thrush Secretary and Chief Financial and Accounting Officer EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER JULY 10, 2008 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY OR THE FINAL EXPIRATION DATE IS ACCELERATED. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.] Right Certificate ITHACA INDUSTRIES, INC. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated July 10, 1998, effective as of July 13, 1998 (the "Rights Agreement"), between ITHACA INDUSTRIES, INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER COMPANY, a [ ] corporation (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM eastern time) on July 10, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Preferred Stock, par value $0.01 per share ("Series A Share") of the Company, at a purchase price of Thirty Dollars ($30.00) per one one-hundredth of a Series A Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of July 23, 1998 based on the Series A Shares as constituted as of such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be bindingexercised in part, all the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by authority this Certificate may be redeemed at a redemption price of its One Cent ($0.01) per Right at any time prior to the close of business 10 Business Days (as such term in defined in the Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) unless the period for redemption is extended as permitted in the Rights Agreement. Thereafter, the Board of Directors first duly givenof the Company ("Board") may only redeem the Rights in certain specified circumstances including in connection with certain events not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person. In addition, the Company's right of redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to [a level below fifteen percent (15%)] or less of the outstanding Common Shares of the Company in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The terms of the Rights evidenced by this Certificate may be supplemented or amended without the day and year first above writtenapproval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. LAND ONE DEVELOPMENT No fractional Series A Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, ____ ITHACA INDUSTRIES, INC. BYBy_______________________ Name: CORRECTED AMENDMENT TO DECLARATION Title: Attest___________________ Name: Title: (Corporate Seal) Countersigned [NAME OF COVENANTS CONDITIONSRIGHTS AGENT] as Rights Agent By___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant assigns and transfers unto __________________________ ------------------------------------------------------------ (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the authority granted by Article XVI, Section 2 within Right Certificate on the books of the Declaration within-named Company, with full power of Covenants Conditionssubstitution. Dated: _______________, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in ____ ------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.appropriate boxes that:

IN TESTIMONY WHEREOF. The Declarant has caused this instrument to be executed under I have hereunto set my hand official seal and in such form as to be bindingat Cleveland, all by authority of its Board of Directors first duly givenOhio, this day of , 1998. PUBLIC P- Xxxxxxxxx X. This Instrument Prepared By: OfficeMax, Inc. 0000 Xxxxxxxxxxxx Xxxxxx Xx. Xxxxxx Xxxxxxx, Xxxx 00000-0000 Public, of Ohio OFFICEMAX LEASE FOR COURTHOUSE SHADOWS, PHASE Tract B of Courthouse Shadows Shopping Center according to the day and year first above writtenPlat recorded in Plat Book 29, Page 40, Public Records of Xxxxxxx County, Florida. LAND ONE DEVELOPMENT . - STORE PLANNING THIS DATED 30,1997 AND INCLUDES THE FOLLOWING ADDENDUM: THIS DOCUMENT THE SPECIFICATION AND DESCRIBES THE PHYSICAL CONDITIONS REQUIRED BY OFFICEMAX, INC. BY: CORRECTED AMENDMENT FOR THE COMPOSITION, DESIGN, AND CONSTRUCTION OF OFFICEMAX, INC. STORE LOCATIONS. IT SHALL BE THE LANDLORDS' TO DECLARATION MATCH AND MAINTAIN THESE SPECIFICATIONS TO ALL STATE, LOCAL, NATIONAL BUILDING CODES, INCLUDING THE AMERICANS WITH DISABILITIES ACT (A.D.A.). THESE SPECIFICATIONS ARE NOT A REPRESENTATIONAS TO CODE REQUIREMENTS. THIS DOCUMENT IS DESIGNED TO USED IN CONJUNCTION WITH THE OFFICEMAX, INC. DRAWINGS DATED THE SAME AS THIS OUTLINE SPECIFICATION OR MOST RECENT THEREAFTER. PROTOTYPE DRAWINGS ARE PROVIDED FOR CONCEPTUAL INTENT AND ARE TO BE USED FOR DESIGN PURPOSES. DRAWINGS NOT QUANTITIES ARE TO BE DETERMINED BY SITE SPECIFIC CONDITIONS AND DESIGN THROUGH THE PLAN PROCESS. NOTWITHSTANDING, ANYTHING TO THE CONTRARY IN THE FOREGOING, INC. HAVE FINAL REVIEW AND APPROVAL OF COVENANTS ALL CONSTRUCTION FOR ITS STORES. THE SPECIFICATIONS, DESIGNS, AND CRITERIA SET FORTH HEREIN ARE PROPRIETARY TO OFFICEMAX, INC. AND SHALL BE MAINTAINEDAND HELD IN STRICT CONFIDENCE. , . . . CONSTRUCTION DOCUMENTS OFFICEMAX, INC. ARCHITECT OF RECORD SHALL PROVIDE TO THE LANDLORDS ARCHITECT AND ENGINEERING TEAM THE FOLLOWING DOCUMENTS FOR REFERENCE IN PRODUCING SITE SPECIFIC CONSTRUCTION DOCUMENTS. INC. SITE SPECIFIC FLOOR PLAN (BASED ON PRELIMINARY DRAWINGS) AS APPROVED BY PLANS INCLUDING SPECIFICATIONS, DETAILS AND SCHEDULES. THESE DOCUMENTS ARE BASED ON OFFICEMAX, INC. CRITERIA ONLY, AND MAY NECESSARILY BE MODIFIED TO CONFORM TO SITE SPECIFIC CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e..

IN TESTIMONY WHEREOF. The Declarant the undersigned corporation has caused this instrument statement to be executed under seal signed by a duly authorized officer thereof this ___ day of _______________, 2000. KENNAMETAL INC. By: -------------------------------- Title: ----------------------------- EXHIBIT B FORM OF RIGHTS CERTIFICATE [attached] 77 [Form of Rights Certificate] Certificate No. Rights ------------ ---------------- NOT EXERCISABLE AFTER NOVEMBER 2, 2010 (UNLESS OTHERWISE EXTENDED) OR EARLIER IF REDEEMED BY THE CORPORATION. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. IF THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON OR A TRANSFEREE OF THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT. RIGHTS CERTIFICATE KENNAMETAL INC. This certifies that _______________________________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement effective November 2, 2000 ("Rights Agreement") between Kennametal Inc., a Pennsylvania corporation (the "Corporation"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as that term is defined in such form the Rights Agreement) and prior to the close of business on November 2, 2010 (unless otherwise extended) (the "Final Expiration Date") at the principal office of the Rights Agent, or its successors as Rights Agent, in Pittsburgh, Pennsylvania, one one-hundredth (1/100) of a fully paid and nonassessable share of Series One of Class A Preferred Stock, no par value per share ("Series One Preferred Stock"), of the Corporation at a purchase price of $120 per one one-hundredth of a share, as the same may from time to time be bindingadjusted in accordance with the Rights Agreement (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase duly executed. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a share of Series One Preferred Stock which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Series One Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Rights Certificate, as provided by the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by authority reference and made a part hereof, and reference to the Rights Agreement is made for a full description of its the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the corporation and the holders of record of Rights Certificates. Copies of the Rights Agreement are on file at the principal executive office of the Corporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the shareholder services office of the Rights Agent designated for that purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase the same aggregate number of shares of Series One Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered entitled that holder to purchase. If this Rights Certificate is exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation by action of the Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant at its option at a redemption price of $0.01 per Right at any time prior to the authority granted by Article XVI, Section 2 earlier of the Declaration close of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 business on (i) the tenth day following the Stock Acquisition Date (as that term is defined in the office Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Series One Preferred Stock or other securities of the Register Corporation are required to be issued upon the exercise of Deeds any Right or Rights evidenced hereby, and in lieu thereof, as provided in the Rights Agreement, a cash payment may be made. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for Carteret Countyany purpose the holder of Series One Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, North Carolinanor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, hereinafter referred as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice of meetings or other actions affecting shareholders or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the “Declaration,” the following amendments are hereby made Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.Rights Agent.

IN TESTIMONY WHEREOF. The Declarant Developer has caused this instrument these presents to be executed under seal signed, acknowledged and delivered in such form as its name by , its duly authorized , witnessed by , its WITNESS DEVELOPER By: Name: Title: By: [SEAL] Name: Title: CITY OF WASHINGTON DISTRICT OF COLUMBIA I, , a Notary Public in and for the District of Columbia, DO HEREBY CERTIFY THAT who is personally known to be binding(or proved by oaths of credible witnesses to be) the person named as for Covenant, all by authority bearing the date of its Board the personally appeared before me in said District of Directors first duly givenColumbia, and as , acting on behalf of Given under my hand and seal this day of . Notary Public My Commission Expires: APPROVED AND ACCEPTED THIS DAY OF , 20 : WITNESS DISTRICT OF COLUMBIA By: Name: Title: By: Name: Title: Approved for Legal Sufficiency D.C. Office of the day Attorney General By: _ This Affordable Unit Lease Rider (“Rider”) is attached to and year first above writtenincorporated into the lease dated (“Lease”) between (“Resident” or “You”) and , as Management Agent (“Manager”) for (“Owner”) for Apartment (“Premises”). LAND ONE DEVELOPMENT INCAll capitalized terms not defined in this Rider shall have the meaning provided in the Affordable Housing Covenant (as defined below). BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONSIn consideration of the mutual covenants set forth in the Lease and below, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant you agree that your use and possession of the Premises is subject to the authority granted by Article XVI, Section 2 of the Declaration of Covenants Conditions, Restrictions terms and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 conditions set forth in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted Lease and the following sentence terms and conditions, which are in addition to and supplement the Lease: AFFORDABLE UNIT: Resident acknowledges that the Premises is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by subject to that certain Affordable Housing Covenant between Owner and the Committee; and effective February 1District of Columbia dated , 199620 , such approval as may be grantedsubsequently amended, but only in strict compliance with Section 7(the “Affordable Housing Covenant”). The Premises is currently designated as an Affordable Unit, Subsections a. through e.which requires the Resident’s household income to be less than or equal to [ ] of the area median income (AMI).

IN TESTIMONY WHEREOF. The Declarant has caused this instrument to be executed under seal I have hereunto subscribed by name and in such form as to be bindingaffixed my official seal, all by authority of its Board of Directors first duly given, this the day and year first last above written. LAND ONE DEVELOPMENT INCBOKF, N.A. 0000 Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 Attention: Trust Department You are hereby authorized and directed by the undersigned, the Authorized Company Representative, acting on behalf of CityPlace Corporate Centre I Investors LLC (the “Company”), to disburse funds held by you as Trustee in the above-mentioned Project Fund for the purposes and in the amounts set forth in the Payment Schedules attached hereto and incorporated herein by reference (the “Payment Schedules”). BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONSI hereby certify that the amounts requested in the attached Payment Schedules have either been advanced by the Company or are justly due to contractors, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to subcontractors, suppliers, vendors, materialmen, engineers, architects or other persons named in the authority granted by Article XVIPayment Schedules who have performed necessary and appropriate work in connection with any installation of machinery, Section 2 equipment or personal property, or have furnished necessary and appropriate materials in the construction or acquisition of land, buildings and improvements constituting a part of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in Project. I further certify that the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable fair value of such maintenance performed work or materials, machinery, equipment and furnishings, is not exceeded by the Declarant without prior charge amount requested, and such cost is one which may be capitalized for federal income tax purposes. I further certify that, except for the amounts set forth in the Payment Schedules, there are no outstanding debts now due and payable for labor, wages, materials, supplies or services in connection with the construction of said buildings and improvements or the purchase and/or installation of machinery, equipment and personal property which, if unpaid, might become the basis of a vendor’s, mechanic’s, laborer’s or materialmen’s statutory or other similar lien upon the Land, the Project or any part thereof. I further certify that no part of the amounts set forth in the Payment Schedules have been the basis for any previous withdrawal of any moneys from the said Project Fund. I further certify that each of the representations and covenants on the part of the Company contained in the Amended and Restated Lease dated as of July 1, 2021, among the City of Overland Park, Kansas, as the Issuer, and the Company are now true and correct in all material respects and are now being materially complied with. I further certify that the amounts set forth in the Payment Schedules constitute Project Costs, as said term is defined in the Lease, and that all insurance policies which are required to be in force as a condition precedent to disbursement of funds from the Project Fund pursuant to the Association. Amendment to Article X. The last sentence provisions of Section 4 6.1 of the Lease are in full force and effect. This certificate may be executed simultaneously in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. DATED , 20 . By: Authorized Company Representative I hereby request payment of the amounts specified below to the payees whose names and addresses are stated below, and I certify that the description of the purchase or nature of each payment is reasonable, accurate and complete: I hereby deleted request payment of the amounts specified below to the payees whose names and addresses are stated below, and I certify that the description of the purchase or nature of each payment is reasonable, accurate and complete: Payee Name Description of Equipment Amount (include name and address of manufacturer, descriptive name, technical description, capacity, serial number or model number as appropriate) The undersigned, being the Authorized Company Representative for CityPlace Corporate Centre I Investors LLC, a Kansas limited liability company (the “Company”), under a certain Amended and Restated Lease dated as of July 1, 2021, among the City of Overland Park, Kansas (the “Issuer”), and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved Company, and as beneficiary of the Issuer’s Federally Taxable Private Activity Revenue Bonds, Series 2020 (City Place Corporate Centre I EDRB Project), issued pursuant to a certain Trust Indenture dated as of December 1, 2020, as amended by the Committee; Amended and effective February Restated Trust Indenture dated as of July 1, 19962021 (collectively, such approval may be grantedthe “Indenture”), but only in strict compliance with Section 7, Subsections a. through e.hereby certifies:

IN TESTIMONY WHEREOF. The Declarant the parties have caused this lease, consisting of 13 pages (including this signature page), and 6 exhibits attached hereto, to be signed by their respective representatives designated below, or if either party is a corporation, it has caused this instrument these presents to be executed under signed by its president or other officer designated below, attested by its secretary, and its corporate seal and in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above written. LAND ONE DEVELOPMENT INCaffixed. BY: CORRECTED AMENDMENT /s/ Xxx Xxxxxxx PRINT: Xxx Xxxxxxx ITS: Managing Member DATE: 12/18/13 BY: /s/ Xxxxxxx Xxxxx PRINT: Xxxxxxx Xxxxx ITS: CEO DATE: 12/17/13 CONSULT YOUR ATTORNEY – THIS LEASE SHOULD BE GIVEN TO DECLARATION YOUR ATTORNEY FOR REVIEW AND APPROVAL BEFORE YOU SIGN IT. BECAUSE EACH LEASE TRANSACTION IS UNIQUE, AND THE BUSINESS AND LEGAL CONCERNS OF COVENANTS CONDITIONSEACH PART ARE UNIQUE, RESTRICTIONS LANDLORD CAN NOR DOES NOT MAKE ANY REPRESENATION OR RECOMMENDATION CONCERNING THE LEGAL EFFECT, LEGAL SUFFICIENCY OR TAX CONSEQUENCES (OF THIS LEASE. THESE ARE QUESTIONS FOR YOUR ATTORNEY AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVIFINANCIAL ADVISORS. Landlord: R.W.B.C., Section 2 of the Declaration of Covenants ConditionsL.L.C. Tenant: GLOBAL GROUND SUPPORT, Restrictions and Easements of Xxxxxxx LLC Premises: 000 X. 00 Xxxxxxx, Xxxxxx, Xxxxxx recorded 00000 Date: 12/17/13 Tenant hereby accepts space in Book 747 Page 737 in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to “as the “Declaration,is” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read condition except as follows: During Landlord will replace front office carpeting with sample provided Landlord will increase front office lighting Landlord will re-tile kitchen and restrooms Landlord will replace warehouse lighting with T5H0 fluorescent lighting as per specifications mutually agreed upon by Tenant and Landlord Landlord will repair and seal the period 1994 through 1997, the management of the Community Use Areas entire roof with a five (5) year no leak warranty Tenant will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as re-pave parking areas (east and when the laws or governmental regulations applicable west lots) and access road up to the Subdivision prohibit any advantage obtained property line as per specifications mutually agreed upon by the Declarant Tenant and Landlord All items listed above shall be completed by Landlord or Tenant as a result of the foregoing exception stated prior to the assessment process in favor of the DeclarantSeptember 1, then in the calculation of the sums payable by the Declarant to the Owners Association there will first 2014. All costs shall be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus party providing the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.improvement.

IN TESTIMONY WHEREOF. The Declarant has caused this instrument to be executed under I have hereunto set my hand and affixed my official seal and in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first last above ------------------ written. LAND ONE DEVELOPMENT INC---------------------------------------------- Notary Public in and for said County and State My Commission expires: ----------------------------- EXHIBIT B MONSANTO COMPANY POWER OF ATTORNEY: LITIGATION/CLAIMS KNOW ALL MEN BY THESE PRESENTS: That from and after the date hereof ("Effective Date"), -------------- Monsanto Company, a corporation organized and existing under the laws of the State of Delaware ("New Monsanto") has made, constituted and appointed, and ------------ by these presents does make, constitute and appoint, Solutia Inc., a corporation organized and existing under the laws of the State of Delaware ("Solutia"), its true and lawful agent and attorney, for New Monsanto and in ------- New Monsanto's name, place and stead, for all purposes with respect to Third Party Claims as to which Solutia has agreed to indemnify New Monsanto, and such claims against Third Parties which continue to be held by New Monsanto in trust for Solutia, such Third Party Claims and claims against Third Parties being collectively referred to herein as "Claims"; and its attorney ------ shall have full power and authorization to take all action with respect to such Claims as New Monsanto can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best, including without limitation, (i) to represent New Monsanto with respect to such Claims for so long as such Claims are unresolved; (ii) to appear in New Monsanto's name and to execute, deliver and file all pleadings, motions and other filings, at trial, on appeal, or in a proceeding, through counsel retained by Solutia or by officers of Solutia or their delegates, acting alone, or otherwise; (iii) to assert or waive any or all rights with respect to such Claims; (iv) to engage in all phases of discovery with respect to such Claims, including without limitation, to take depositions, defend depositions and propound or respond to other discover requests, such as interrogatories or requests for production of documents; (v) to direct and accept service of process with respect to such claims; (vi) to execute and deliver affidavits as may be necessary or desirable with respect to such Claims; (vii) to agree to and to represent New Monsanto in alternative resolution proceedings, including arbitration or mediation of Claims; (viii) to discuss or negotiate settlement agreements and releases with Third Parties with respect to such Claims on such terms and conditions as Solutia thinks best; (ix) to execute, deliver and if needed, file any and all settlement agreements, releases and other agreements, documents and instruments as may be required and any and all modifications thereto; and (x) to obtain and post bonds pending appeal; hereby giving and granting to New Monsanto's said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as fully to all intents and purposes as New Monsanto might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONSNew Monsanto hereby gives and grants to its said attorney from and after the Effective Date, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises, in order fully to carry out and effectuate the authority granted by Article XVIherein granted, Section 2 of the Declaration of Covenants Conditionsas fully to all intents and purposes as New Monsanto might or could do if acting through its own officers or delegates, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 New Monsanto hereby ratifies and confirms all that its said attorney may be pursuant to this power. New Monsanto hereby further authorizes and empowers its said attorney from and after Effective Date to substitute and appoint in the office place and stead of the Register of Deeds its said attorney, or to employ agents or sub-agents as Solutia thinks best, one or more attorney or attorneys to exercise for Carteret County, North Carolina, hereinafter referred to New Monsanto as the “Declaration,” the following amendments are hereby made by the Declarant to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws its attorney or governmental regulations applicable to the Subdivision prohibit attorneys any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, or all of the costs of maintaining Common Areas during powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value place of such maintenance performed by the Declarant without prior charge attorney or attorneys as Solutia shall from time to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.time think fit.

IN TESTIMONY WHEREOF. The Declarant the Board of Directors of NELNET STUDENT LOAN CORPORATION-2 has caused this instrument note to be executed under seal by the manual or facsimile signatures of the President and Secretary of the Issuer all as of the Original Issue Date. NELNET STUDENT LOAN CORPORATION-2 By ----------------------------------------------- President By ----------------------------------------------- Secretary CERTIFICATE OF AUTHENTICATION This note is one of the Class 2001B-1 Notes designated therein and described in such form the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, as Trustee By ------------------------------------ Authorized Signatory Authentication Date: -------------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or other identifying number __________) the within note and all rights thereunder and hereby irrevocably appoints __________ attorney to be bindingtransfer the within note on the books kept for registration thereof, all by authority with full power of its Board substitution in the premises. Dated: SIGNED: ---------------------- ------------------------------------ NOTICE: The signature on this Assignment must correspond with the name of Directors first duly given, this the day Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: ------------------------------------- A Member of The New York Stock Exchange or a State or National Bank EXHIBIT B SERIES 2001B CLOSING CASH FLOW PROJECTIONS EXHIBIT C NOTICE OF PAYMENT DEFAULT NELNET STUDENT LOAN CORPORATION-2 STUDENT LOAN ASSET-BACKED NOTES CLASS 2001__ AUCTION RATE CERTIFICATE NOTES NOTICE IS HEREBY GIVEN that a Payment Default has occurred and year first above written. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant is continuing with respect to the authority granted by Article XVIAuction Rate Notes identified above. The next Auction for the Auction Rate Notes will not be held. The Auction Rate for the Auction Rate Notes for the next succeeding Interest Period shall be the Non-Payment Rate. ZIONS FIRST NATIONAL BANK, Section 2 of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in the office of the Register of Deeds for Carteret County, North Carolina, hereinafter referred to as the “Declaration,” the following amendments are hereby made by the Declarant Trustee Dated: By ------------ ----------------------------------- EXHIBIT D NOTICE OF CURE OF PAYMENT DEFAULT NELNET STUDENT LOAN CORPORATION-2 STUDENT LOAN ASSET-BACKED NOTES CLASS 2001__ AUCTION RATE CERTIFICATE NOTES NOTICE IS HEREBY GIVEN that a Payment Default with respect to the Declaration Auction Rate Notes identified above has been waived or cured. The next Interest Payment Date is __________________________ and will supersede the amendments previously filed in Book 772Auction Date is __________________________. ZIONS FIRST NATIONAL BANK, Page 223as Trustee Dated: The following sentence By ------------------------- ---------------------------------- EXHIBIT E NOTICE OF PROPOSED CHANGE IN LENGTH OF ONE OR MORE AUCTION PERIODS NELNET STUDENT LOAN CORPORATION-2 STUDENT LOAN ASSET-BACKED NOTES CLASS 2001__ AUCTION RATE CERTIFICATE NOTES Notice is hereby added given that the Issuer proposes to Section 5: Effective January 1change the length of one or more Auction Periods pursuant to the Indenture of Trust, 1998 as amended (the Owners Association will have complete control of the Association and all lot owners will thereafter have one vote per lot. The first sentence of Section 2 is hereby modified to read "Indenture") as follows: During the period 1994 through 1997, the management of the Community Use Areas will be conducted by the Declarant as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained by the Declarant as a result of the foregoing exception to the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.:

IN TESTIMONY WHEREOF. The Declarant NFO WORLDWIDE, INC. has caused this instrument Statement to be executed signed under its corporate seal by its Chairman and Chief Executive Officer and its Secretary as of the 2nd day of October, 1998. NFO WORLDWIDE, INC. By: ________________________________ Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officer ATTEST: -------------------------------- Xxxxxxx X. Xxxxx Secretary EXHIBIT B [Form of Right Certificate] Certificate No. R- __________ Rights NOT EXERCISABLE AFTER OCTOBER 15, 2008 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT (AS HEREINAFTER DEFINED)) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BE OR BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE AGREEMENT.]1/ Right Certificate NFO WORLDWIDE, INC. This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 5, 1998 (the "Rights Agreement"), between NFO WORLDWIDE, INC., a Delaware corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, a Delaware limited partnership (the "Rights Agent"), to purchase from the Company at any time after the Separation Date (as such term is defined in the Rights Agreement) and prior to the close of business (5:00 PM New York time) on October 15, 2008 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share of Series A Preferred Stock, par value $0.01 per share ("Series A Share") of the Company, at a purchase price of Fifty ----------------- 1/ The portion of the legend in brackets shall be inserted if applicable and shall replace the preceding sentence. Dollars ($50.00) per one one-hundredth of a share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of rights evidenced by this Right Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of October 15, 1998 based on the Series A Shares as constituted at such date. Upon the occurrence of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (a) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (b) a transferee of any such Acquiring Person, Associate or Affiliate (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (c) under certain circumstances specified in the Rights Agreement, a transferee of a person or entity who, after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such rights from and after the occurrence of any such Triggering Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Series A Shares or other securities or other property that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Rights Agreement) at an exchange ratio of one Common Share per Right, as adjusted. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under certain circumstances specified in such form as to be binding, all by authority of its Board of Directors first duly given, this the day and year first above writtenRights Agreement. LAND ONE DEVELOPMENT INC. BY: CORRECTED AMENDMENT TO DECLARATION OF COVENANTS CONDITIONS, RESTRICTIONS AND EASEMENTS OF XXXXXXX XXXXXX Pursuant to the authority granted by Article XVI, Section 2 Copies of the Declaration of Covenants Conditions, Restrictions and Easements of Xxxxxxx Xxxxxx recorded in Book 747 Page 737 in Rights Agreement are on file at the above- mentioned office of the Register Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of Deeds the Rights Agent designated for Carteret Countysuch purpose, North Carolina, hereinafter referred may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Series A Shares as the “Declaration,” the following amendments are hereby made Rights evidenced by the Declarant Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the Declaration and will supersede the amendments previously filed in Book 772, Page 223: The following sentence is hereby added to Section 5: Effective January 1, 1998 the Owners Association will have complete control provisions of the Association and all lot owners Rights Agreement, the Rights evidenced by this Certificate may be redeemed at a redemption price of One Cent ($0.01) per Right at any time prior to the earlier of (A) the close of business 10 Business Days (as such term in defined in the Rights Agreement) after the Shares Acquisition Date (as such term is defined in the Rights Agreement) or (B) the Final Expiration Date (as such term is defined in the Rights Agreement), unless the period for redemption is extended as permitted in the Rights Agreement. In addition, the Company's right of redemption may be reinstated if, among other things, an Acquiring Person reduces his beneficial ownership to ten percent (10%) or less of the outstanding Common Shares of the Company in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, the Rights will no longer be exercisable, except where the redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter have one vote per lotthe only right of the holders of the Rights evidenced hereby will be to receive the Redemption Price. The first sentence of Section 2 is hereby modified to read as follows: During the period 1994 through 1997, the management terms of the Community Use Areas Rights evidenced by this Certificate may be supplemented or amended without the approval of any holder of the Rights (or the Common Shares) as set forth in the Rights Agreement. No fractional Series A Shares will be conducted issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-hundredth of a Series A Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Series A Shares or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Declarant Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ___________, 19__ NFO WORLDWIDE, INC. By_______________________ Name: Title: Attest___________________ Name: Title: (Corporate Seal) Countersigned STATE STREET BANK AND TRUST COMPANY as the asset manager for the Owners Association. Amendment to Article VI. The following sentence is hereby inserted as the third sentence: in Section 2, Subsection g: If as and when the laws or governmental regulations applicable to the Subdivision prohibit any advantage obtained Rights Agent By___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the Declarant as a result registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto ___________________________________________________ ______________________________________________________________________________ (Please print name and address of Transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer the within Right Certificate on the books of the foregoing exception to within-named Company, with full power of substitution. Dated: _______________, 19__ ------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the assessment process in favor of the Declarant, then in the calculation of the sums payable by the Declarant to the Owners Association there will first be deducted from assessments payable, all of the costs of maintaining Common Areas during the period 1994 through 1996 which were paid by the declarant to third parties plus the reasonable value of such maintenance performed by the Declarant without prior charge to the Association. Amendment to Article X. The last sentence of Section 4 is hereby deleted and the following sentence is hereby substituted therefore: Pre-manufactured dwellings are prohibited unless approved by the Committee; and effective February 1, 1996, such approval may be granted, but only in strict compliance with Section 7, Subsections a. through e.appropriate boxes that: