Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. (i) With respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)

Intentionally Deleted. (d) In the event that during the Non-Compete Period the Seller shall be required to divest itself or otherwise sell a Merchant Business in accordance with Section 5.2(b) or in the event the Seller shall determine to sell such Merchant Business even if not required to do so (such required divestiture or determination to sell, a "Divestiture"), no later than 30 days after being so required or making such determination and, in any event, prior to contacting any third party purchaser, the Seller shall provide the Purchaser with written notice (the "Divestiture Notice") setting forth (i) With respect a description of the Merchant Business to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, be sold and (ii) the material terms and conditions of the proposed sale including the price (the "Divestiture Price") at which the Seller proposes to offer to sell such Merchant Business. The Divestiture Notice shall also contain an irrevocable offer ("Divestiture Offer") to sell such Merchant Business to the Purchaser at a price equal to the Divestiture Price and upon the same terms and conditions as the terms and conditions contained in the Divestiture Notice (subject to the provisions of clause (B) below). At any time within 30 days after the date of receipt by the Purchaser of such Divestiture Notice (the "Divestiture Determination Period"), the Purchaser shall have the option to exercise its right to purchase such Merchant Business (A) at the Divestiture Price and on the same terms and conditions as set forth in the Divestiture Offer or (B) if such letter of credit or non-the Divestiture Offer includes any consideration other than cash, at the equivalent cash security deposit is not transferableprice as determined in good faith by the Seller. During the Divestiture Determination Period, the Seller shall reasonably cooperate with Buyer enable the Purchaser to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits conduct its own due diligence investigation of such letter Merchant Business in connection with the Divestiture Offer. If the Purchaser has not given notice of credit its intention to exercise such right to purchase such Merchant Business within the Divestiture Determination Period or non-cash security deposit the parties have not, after negotiating in good faith, entered into a binding agreement of purchase and sale for such Merchant Business within such 60 days of the Purchaser's response to the Divestiture Notice, the Seller shall be free to effect such Divestiture with a third party purchaser on terms that are made available to Buyer (provided substantially the same in all material respects as the terms set forth in the Divestiture Notice. In the event of a breach of the foregoing obligations do not materially increase covenant, the costs toPurchaser shall have the right, or liability or obligations ofin addition to any remedies that may be available, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance obtain specific performance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)covenant.

Intentionally Deleted. b) Tenant shall, within ten (i10) With respect business days following the mutual execution and delivery of this Lease, cause to any be delivered to Landlord the Security Deposits which are letters Deposit in form of an “ever-green” unconditional, irrevocable letter of credit (“LOC”) naming Landlord as beneficiary and in an original amount equal to $1,343,160 (the “LOC Amount”), subject to reduction during the Lease Term as set forth in Section 3.02(g) below. The LOC shall be in substantially the form attached hereto as Exhibit “G” and shall be issued by a bank selected by Tenant and acceptable to Landlord, which approval shall not be unreasonably withheld or are otherwise non-cash security depositsdelayed (the “LOC Bank”). Without limiting the foregoing, Seller shall (i) if the same are assignable, deliver LOC must permit Landlord to Buyer at make partial draws on the Closing such original letters of credit or non-cash security depositsLOC by sight draft, and execute must expressly permit one or more transfers of the LOC by Landlord in connection with any sale, assignment, mortgage, encumbrance, or other transfer or disposition (“Transfer”) of the Premises and deliver such this Lease (except as required by Lender). In the event that any transfer fee or other instruments as consideration is to be charged by the issuers of such letters of credit or non-cash security deposits shall reasonably require LOC Bank in connection with such assignmentTransfer, the amount thereof shall be paid by Landlord and must be stated as a not to exceed dollar sum and must be reasonably acceptable to Landlord. The LOC shall be maintained in effect, whether through renewal, amendment, extension or replacement from the date of delivery thereof through the date which is thirty (ii30) if such days following the date of expiration or earlier termination of the Lease. Within thirty (30) days following the date of expiration or earlier termination of this Lease, Landlord shall return the LOC and any remaining balance of the LOC or Security Deposit to Tenant. A LOC Bank shall be a bank that accepts deposits, maintains accounts and has an office in the Fairfield, California area that will negotiate a letter of credit or non-cash security deposit is not transferableotherwise will accept draws by Federal Express or other reputable overnight carriers, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver has a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller rating and Buyer shall execute and deliver at the Closing an appropriate agreement (in form financial condition reasonably acceptable to both partiesLandlord, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all costs, expenses, points, and fees incurred by Tenant in obtaining the LOC. The LOC shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, the Premises, the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Security Deposit (as defined below) pursuant to which the benefits transferee or mortgagee, and in the event of such letter of credit Transfer, Tenant shall look solely to such transferee or non-cash security deposit are made available to Buyer (provided mortgagee for the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank return of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver LOC and/or the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)LOC Security Deposit.

Intentionally Deleted. (i) With respect Notwithstanding Exhibits A or B or anything else in this Lease contained, Landlord reserves the right to change or modify and add to or subtract from the size and dimensions of the Center or any Security Deposits part thereof, the number, location and dimensions of buildings and stores, the size and configuration of the parking areas, entrances exits and parking aisle alignments, dimensions of hallways, malls and corridors, the number of floors in any building, the location, size and number of tenants' spaces and kiosks which are letters may be erected in or fronting on any mall or otherwise, the identity, type and location of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security depositsother stores and tenants, and execute the size, shape, location and deliver such other instruments as the issuers arrangement of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignmentCommon areas (hereinafter defined), and to design and decorate any portion of the Center as it desires, but the general character of the Center, the approximate location of the Premises (iias hereinafter defined) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior relation to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereundermajor department stores shall not be substantially changed. LANDLORD SHALL NOT MODIFY THE COMMON AREAS IN ANY MANNER THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON PEDESTRIAN AND VEHICULAR TRAFFIC WITHIN THE CENTER OR THAT WOULD REDUCE THE NUMBER OF PARKING SPACES SERVING THE CENTER BELOW APPLICABLE CODE REQUIREMENTS. FURTHER, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunderEXCEPT AS SHOWN ON EXHIBIT "B" AND EXCEPT AS IN EXISTENCE ON THE DATE OF THIS LEASE, or any other evidence confirming the transfer by the issuing bank of the letters of credit to BuyerLANDLORD SHALL NOT LEASE OR OTHERWISE PERMIT TENANTS OR CONCESSIONAIRES TO OCCUPY THAT PORTION OF THE COMMON AREAS FRONTING ON THE PREMISES CROSS-HATCHED ON PAGE 2 OF EXHIBIT "B". THE FOREGOING SHALL NOT, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalfHOWEVER, Seller willLIMIT LANDLORD'S RIGHT TO MAKE NECESSARY REPAIRS, at Buyer's sole cost and expenseTO TAKE SUCH ACTIONS AS ARE REQUIRED IN AN EMERGENCY SITUATION OR FOR SECURITY PURPOSES, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)OR TO COMPLY WITH GOVERNMENTAL REQUIREMENTS.

Intentionally Deleted. 16.1.4 the Tenant does not observe, perform and keep all of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Tenant and persists in such default, in the case of monetary payments beyond forty-eight (i48) With respect hours in case of a default under Article 9, beyond the ten (10) day period stipulated in Subsection 16.1.1, or in the case of any other default (other than one described in Subsection 16.6.2), for more than thirty (30) days after written notice from the Landlord requiring that the Tenant rectify such default, or in the case of any such default which would reasonably require more than thirty (30) days to rectify, unless the Tenant commences rectification within that thirty (30) day notice period and thereafter diligently proceeds with the rectification of any Security Deposits which are letters such default; then such failure, shall by the mere lapse of credit time for the performance of such obligation, constitute a default and a breach of this Lease, and in each of such cases, and at the option of the Landlord this Lease may be ipso facto resiliated, the Term will then immediately become forfeited, and the Landlord may forthwith re-enter the Premises or are otherwise non-cash security depositsany part thereof and in the name of the whole repossess and enjoy same and bolt the locks, Seller the whole notwithstanding anything to the contrary contained in this Lease or in any statute or law, including, but not limited to, Article 1863 of the Civil Code of Quebec, and without prejudice to Landlord’s other rights and recourses in the circumstances. Upon resiliation, the Landlord shall be immediately entitled to payment of the equivalent of Basic Rent and Additional Rent for the then current month and for the next succeeding three (i3) if months, and the Landlord may immediately claim the same are assignable, deliver together with any arrears then unpaid and any other amounts owing to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause Landlord by the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completedalt cash allowances, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) inducements, payments and the New York City Real Property Transfer Tax Return value of any Rent free periods conferred on the Tenant in connection with the Premises) under reserve of and without prejudice to all of the Landlord’s other rights, remedies and recourses. In the case of resiliation resulting from bankruptcy or insolvency, the Landlord will, in addition to all of its other rights, remedies and recourses, be entitled to the equivalent of three (NYC RPT); (k3) Applicable Citymonths Basic Rent and Additional Rent then payable on a monthly basis, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)accelerated rent.

Intentionally Deleted. (i3) With that if the Tenant requests the Landlord's consent to an assignment of this Lease or to a subletting, franchising, licensing, parting with or sharing possession of the whole or any part of the Premises to or with any person, firm or corporation the Tenant shall submit to the Landlord the name of the proposed assignee, subtenant, franchisee, licensee, or other person and such information as to the nature of its business and its financial responsiblitity and standing as the Landlord may reasonably require. Upon the receipt of such request and information from the Tenant the Landlord shall have the right, exercisable in writing within fourteen (14) days after such receipt, to cancel and terminate this Lease if the request is to assign this Lease or to sublet, franchise, license or otherwise part with or share possession of all the Premises or, if the request is to assign, sublet, franchise, license or other part with or share possession of a portion of the Premises only, to cancel and terminate this Lease with respect to any Security Deposits such portion, in each case as of the date set forth in Landlord's notice of exercise of such right, which are letters shall be neither less than sixty (60) nor more than one hundred and twenty (120) days' following the service of credit such notice. If the Landlord shall exercise such right the Tenant shall surrender possession of the entire Premises or are otherwise non-cash security depositsthe portion which is the subject of the right, Seller shall (i) if as the same are assignablecase may be, deliver on the date set forth in such notice in accordance with the provision of this Lease relating to Buyer surrender of the Premises at the Closing expiration of the Term. If this Lease shall be cancelled as to a portion of the Premises only, the rent payable by the Tenant under this Lease shall be abated proportionately. If the Landlord shall not exercise the right to cancel this Lease as above provided after the receipt of the Tenant's written request, the Landlord's consent to such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits request shall reasonably require in connection with such not be unreasonably withheld. In no event shall any assignment, and (ii) if such letter of credit subletting, franchising, licensing or non-cash security deposit is not transferable, Seller shall reasonably cooperate otherwise parting with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant sharing possession to which the benefits of such letter of credit Landlord may have consented or non-cash security deposit are made available for which the Landlord's consent is not required, release or relieve the Tenant from its obligations fully to Buyer (provided perform all the foregoing obligations do not materially increase the costs toterms, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Sellercovenants, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution conditions of this Agreement and the documents required Lease on its part to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)performed.

Intentionally Deleted. (ic) With respect to Landlord shall not carry any Security Deposits which are letters of credit insurance on Tenant’s Removable Property or are otherwise non-cash security deposits, Seller shall on the Improvements (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require including without limitation any Landlord’s Work performed in connection with this Lease) that constitute part of Tenant’s Restoration Work and shall not be obligated to repair or replace Tenant’s Removable Property or such assignmentImprovements (whether or not installed by or at the expense of Landlord). Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant’s Removable Property and any Improvements. Tenant shall notify Landlord promptly of any casualty in the Premises. In the event of a partial or total destruction of the Premises, Tenant shall as soon as practicable (but no later than five (5) Business Days after receiving a notice from Landlord) remove any and all of Tenant’s Removable Property from the Premises or the portion thereof destroyed, as the case may be, and (ii) if such letter Tenant does not promptly so remove Tenant’s Removable Property, Landlord, at Tenant’s expense, may discard the same or may remove Tenant’s Removable Property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the same at either public auction or private sale, the proceeds of credit or non-cash security deposit is not transferablewhich shall be applied first to the expenses of removal, Seller shall reasonably cooperate with Buyer storage and sale, second to cause the any sums owed by Tenant to deliver a replacement letter of credit or non-cash security depositLandlord, or, at Buyer's option, Seller and Buyer shall execute and deliver at with any balance remaining to the Closing an appropriate agreement (in form reasonably acceptable paid to both parties) pursuant to which Tenant; if the benefits expenses of such letter removal, storage and sale shall exceed the proceeds of credit or non-cash security deposit are made available any sale, Tenant shall pay such excess to Buyer (provided Landlord upon demand. Tenant shall be solely responsible for arranging for any visits to the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the issuance removal of any amendment to a letter of credit which names the Buyer Tenant’s Removable Property by Tenant or Landlord, as the beneficiary thereunderprovided in this Section 11.2(c), or after the Closing performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and prior Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant in the event that Tenant fails to do so. Tenant shall promptly permit Landlord access to the issuance Premises for the purpose of a substitute letter of credit which names performing Landlord’s Restoration Work and, if applicable, the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)Specified Restoration Work.

Intentionally Deleted. 6.7 If on the Closing Date, the state of title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and upon Notice to Purchaser within Seven (i7) With respect calendar days following receipt of such Notice may elect to cure such objection or unfulfilled condition for up to thirty (30) calendar days. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the same by the Closing Date or any Security Deposits which are letters postponed Closing Date, or should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before ten (10) calendar days after Notice of credit such cure or are otherwise non-cash security depositswaiver. 6.8 If Seller does not elect to cure such objection or unfulfilled condition or during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered to Seller and the title company issuing the Title Commitment on or before Seven (i7) if calendar days following the same are assignabledate Seller gives such Notice, deliver then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Buyer at Seller, and the parties hereto shall have no further obligations to each other, except for Purchaser's obligations pursuant to Section 5.3 above, and the Deposit shall be immediately returned to Purchaser. 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance to attach to the Property between the date of this Purchase Contract and the Closing Date; any such original letters monetary lien or encumbrance so attaching by voluntary act of credit Seller shall be discharged by the Seller at or non-cash security deposits, and execute and deliver such other instruments prior to Closing on the Closing Date or any postponed Closing Date. Except as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferableexpressly provided above, Seller shall reasonably cooperate with Buyer not be required to cause the Tenant undertake efforts to deliver a replacement letter remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of credit money or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, institute litigation or any other evidence confirming judicial or administrative proceeding and Seller may elect not to discharge the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant same. 6.10 Anything to the terms of the applicable Leasecontrary notwithstanding, Buyer Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, encumbrance, exception or other matter that is entitled a Permitted Exception, that has been waived or deemed to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructionshave been waived by Purchaser. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)6.11 Intentionally deleted. (2)6.12

Intentionally Deleted. (id) With respect Landlord may recover from Tenant, and Tenant shall pay to Landlord upon demand, as Additional Rent, such reasonable and actual expenses as Landlord may incur in recovering possession of the Leased Premises, placing the same in good order and condition and repairing the same for reletting, and all other reasonable and actual expenses, commissions and charges incurred by Landlord in exercising any remedy provided herein or as a result of any Event of Default by Tenant hereunder (including without limitation attorneys' fees). Except as provided in Section 9(b) or 13(e), at any time upon prior notice to Tenant, Landlord and Lender shall have the right, but shall not be required, to pay such sums or do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to comply with any of its obligations under this Lease (Landlord and Lender shall not, however, exercise any such rights unless the failure or neglect shall have ripened into an Event of Default), and in the event of the exercise of such right by Landlord or Lender, Tenant agrees to pay to Landlord or Lender forthwith upon demand, as Additional Rent, all such sums including reasonable attorneys fees, together with interest thereon at the Default Rate. (e) The various rights and remedies reserved to Landlord herein are cumulative, the rights and remedies described in Section 20(a)-(d) shall survive termination of this Lease and Landlord may pursue any and all such rights and remedies and any other available to Landlord under applicable law or equity, whether at the same time or otherwise (to the extent not inconsistent with specific provisions of this Lease); provided, however, that no remedy of termination shall be available to Landlord except as expressly set forth in Section 20(b) after the occurrence of an Event of Default. Notwithstanding anything herein to the contrary, Landlord expressly waives its right to forcibly dispossess Tenant from the Leased Premises, whether peaceably or otherwise, without judicial process, such that Landlord shall not be entitled to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, "commercial lockout" or any other evidence confirming provisions of applicable law which permit landlords to dispossess tenants from commercial properties without the transfer by the issuing bank benefit of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructionsjudicial review. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)21.

Intentionally Deleted. (ie) With respect to Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any Security Deposits which are letters of credit or are otherwise non-cash security depositssuccessor administrative agent, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties"Agent") pursuant to which this Section 9.09(e). Borrower acknowledges that Lender, as Agent shall have the benefits sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of such letter itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not Intercreditor Agreement. Except as otherwise provided for herein). Notwithstanding the foregoing, Seller agrees thatBorrower shall have no obligation to recognize or deal directly with any Co-Lender, if after the Closing and prior no Co-Lender shall have any right to deal directly with Borrower with respect to the issuance rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any amendment one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to a letter of credit which names bind Lender and the Buyer as Co-Lenders, notwithstanding that the beneficiary thereunderparticular action in question may, pursuant to this Agreement or after any Intercreditor Agreement among Agent and the Closing and prior Co-Lenders, be subject to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, consent or any other evidence confirming the transfer by the issuing bank direction of the letters Co-Lenders. Lender may resign as Agent of credit to Buyerthe Co-Lenders, Buyer notifies Seller in writing to draw down on its sole discretion, without the consent of Borrower. Upon any such letter of credit on Buyer's behalfresignation, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer successor Agent shall certify to Seller that be determined pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructionsIntercreditor Agreement. The obligations of Seller referred term Agent shall mean any successor Agent. Notwithstanding any provision to the contrary in this Agreement, neither the Agent nor the Syndication Agent shall have any duties or responsibilities except those expressly set forth herein and in the preceding sentence hereof Intercreditor Agreement and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent or the Syndication Agent shall survive be implied by or inferred from this Agreement, the Closing for a period of four (4) months; (j) Duly completedIntercreditor Agreement, signed and acknowledged real estate transfer tax returns and or any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs toLoan Document, or liability otherwise exist against Agent or obligations of, Seller in a manner not otherwise provided for herein). (2)the Syndication Agent.

Intentionally Deleted. 48.4 In addition to the foregoing requirements: (ia) With respect to any Security Deposits which are letters no sublease shall result in an occupancy of credit or are otherwise non-cash security depositsthe Demised Premises by more than four tenants, Seller including the Tenant hereunder, (b) no sublease shall (i) if be for a term of less than one year, unless the same are assignable, deliver to Buyer unexpired term of this Lease shall be less than two years at the Closing such original letters commencement of credit the sublease, (c) no assignee or non-cash security deposits, and execute and deliver such other instruments as sublessee shall be an existing tenant of or any party then negotiating for space in the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunderBuilding, or any other evidence confirming building in the transfer office park of which the Building is a part (i) owned by Landlord, Bellemead Development Corporation (“Bellemead”) or any partnership in which Bellemead or an affiliate of Bellemead is a partner or (ii) managed by Bellemead or an affiliate of Bellemead (“Affiliated Building”), (d) no sublease shall result in the issuing bank occupancy of less than 2000 square feet of space, (e) Tenant shall not be in default under any of the letters terms and conditions of credit to Buyer, Buyer notifies Seller in writing to draw down on this Lease at the time of any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to notice or request for consent under the terms of this Article or at the applicable Lease, Buyer is entitled to draw down effective date of such letter of credit assignment or subletting and delivers Seller (f) no subletting or assignment shall be for a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to rental rate less than that currently being charged by Landlord for comparable space in the preceding sentence hereof Building or any Affiliated Building. Furthermore, anything to the contrary in Section 48.2 notwithstanding, Landlord shall survive not consent to any sublease unless Tenant agrees at the Closing for a period time of four the proposed sublease and in the Tenant’s notice required in Section 48.2 to pay over to Landlord fifty percent (450%) months; of all rents (jof whatever nature) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including payable by the New York State Real Estate Transfer Tax Return (Form TP-584) and prospective sublessee to Tenant pursuant to such sublease which exceeds the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State pro rata share of New York change of ownership forms; (l) Evidence reasonably satisfactory the then Adjusted Minimum Rent allocable to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered sublease premises payable by Tenant hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2).

Intentionally Deleted. 7.6 (a) Notwithstanding the above restrictions on subletting and assignments, Landlord’s prior consent shall not be required for any assignment or subletting to an Affiliate of Tenant (as defined below) or a Parent of Tenant (as defined below), provided (i) With that any assignee will be able to satisfy its financial obligations under this Lease, (ii) that any assignee shall take subject to this Lease such that the assignee shall be bound by the terms and conditions of this Lease and all of the obligations and liabilities of Tenant under this Lease so long as the applicable assignee has privity of estate with Landlord with respect to this Lease, (iii) that any Security Deposits assignee or subtenant shall conduct a business which are letters qualifies as a permitted use under this Lease, and (iv) that the character of credit any assignee or are otherwise non-cash security depositssubtenant and the nature of its activities on the Premises and in the Building will not adversely affect other tenants in the Building or impair the reputation of the Building as a first class office building. Tenant shall notify Landlord within ten (10) business days after such assignment or sublease and deliver to Landlord a certificate executed by Tenant certifying that, Seller with respect to an assignment, the assignee or the assignment, as the case may be, satisfies clauses (i), (iii) and (iv) of this Section 7.6, or with respect to a sublease, the subtenant or sublease satisfies clauses (iii) and (iv) of this Section 7.6, and (B) with respect to an assignment, evidence reasonably satisfactory to Landlord that clause (ii) of this Section 7.6 has been satisfied (the “Notification Requirements”), and if Tenant fails to satisfy the Notification Requirements within such ten (10) business day period and then further fails to satisfy the Notification Requirements within five (5) business days after Tenant has received from Landlord a written inquiry as to whether an assignment or subletting under this Section 7.6 has occurred or a written demand from Landlord that Tenant comply with the Notification Requirements, Tenant shall pay to Landlord liquidated damages, as additional rent, in an amount equal to One Thousand Dollars ($1,000) per day until Tenant satisfies the Notification Requirements. The parties agree that: (i) if at Landlord’s sole option, such failure to satisfy timely the same are assignable, deliver to Buyer at Notification Requirements after the Closing such original letters expiration of credit both the ten (10) business day period after the occurrence of the assignment or non-cash security deposits, subletting and execute and deliver such other instruments as the issuers of such letters of credit five (5) business day period after Landlord’s written inquiry or non-cash security deposits demand shall reasonably require in connection constitute an immediate default by Tenant with such assignment, no further grace or cure period and (ii) if it would be difficult to ascertain Landlord’s actual damages in connection with Tenant’s failure to timely satisfy the Notification Requirements and such letter liquidated damages are a reasonable estimate of credit or non-cash security deposit is Landlord’s damages and are not transferablea penalty, Seller and shall reasonably cooperate with Buyer be in addition to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank rights or remedies of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Landlord under this Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2).

Intentionally Deleted. (i) 13.1.4 With respect to the initial Term only (but not any Security Deposits which are letters of credit the Extension Terms), Landlord may, in Landlord’s sole and absolute discretion, upon a minimum of nine (9) months written notice to Tenant prior to the expiration of the initial Term, require Tenant at the expiration or are otherwise non-cash security depositsearlier termination of the initial Term to either: (1) remove all Alterations and Tenant’s Personal Property (and, Seller shall (iin each and every case, restore any damage resulting from such installation and/or removal) if such that the Property is fully restored back to substantially the same are assignablecondition it was on the date of Substantial Completion of Landlord’s Work, deliver ordinary wear and tear (provided such ordinary wear and tear does not result in a state of disrepair) excepted; or (2) leave all then existing Alterations and Tenant’s Personal Property (other than Tenant’s employees personal property unrelated to Buyer at Tenant’s use of the Closing such original letters Tenant Space) in the Tenant Space free and clear of credit or non-cash security depositsall liens, claims and execute encumbrances and deliver such other instruments as in good working order in accordance with all Applicable Laws. In consideration of ten dollars ($10.00) (the issuers receipt and sufficiency of which is hereby acknowledged by Tenant), all of such letters of credit or non-cash security deposits Tenant’s Personal Property shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the be automatically conveyed by Tenant to deliver a replacement letter Landlord free and clear of credit all liens, claims and encumbrances upon the expiration or non-cash security depositearlier termination of this Lease. While not necessary to effect said automatic conveyance, orif required by Landlord, at Buyer's option, Seller and Buyer Tenant shall execute and deliver at the Closing an appropriate agreement (all requisite conveyancing, transfer, release, discharge and assignment documents as required by Landlord acting reasonably. Furthermore, Tenant shall also deliver to Landlord all plans, specifications, manuals and as-built surveys in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit Tenant’s possession or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) control with respect to Buyer's instructionssuch Alterations and/or Tenant’s Personal Property (but excluding propriety materials of Tenant) upon the expiration or sooner termination of this Lease. The obligations With respect to each Extension Term (but not the initial Term), so long as no Event of Seller referred Default has occurred and is subsisting, Tenant may elect, in Tenant’s sole and absolute discretion, upon a minimum of nine (9) months prior written notice to Landlord, to either: (1) remove all Alterations and Tenant’s Personal Property (and, in each and every case, restore any damage resulting from such installation and/or removal) such that the Property is fully restored back to substantially the same condition it was at the date of Substantial Completion of Landlord’s Work, ordinary wear and tear (provided such ordinary wear and tear does not result in a state of disrepair) excepted; or (2) leave all then existing Alterations and convey to Landlord all of Tenant’s Personal Property (other than Tenant’s employees personal property unrelated to Tenant’s use of the Tenant Space) in the preceding sentence hereof Tenant Space, in each case, free and clear of all liens, claims and encumbrances and in good working order in accordance with all Applicable Laws. While not necessary to effect said automatic conveyance, if required by Landlord, Tenant shall survive execute and deliver all requisite conveyancing, transfer, release, discharge and assignment documents as required by Landlord acting reasonably. Furthermore, Tenant shall also deliver to Landlord all plans, specifications, manuals and as-built surveys in Tenant’s possession or control with respect to such Alterations and/or Tenant’s Personal Property (but excluding propriety materials of Tenant) upon the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns expiration or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution sooner termination of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)Lease.

Intentionally Deleted. (f) Attached hereto as Exhibit B is a true, correct and complete list of all leases and subleases affecting each Property, including all amendments to such leases and subleases. With respect to each Lease: (i) With respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver Lease forwarded to Buyer at under Section 6(b) is a true, correct and complete copy of the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and Lease; (ii) if such the Lease is in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Lease or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; (v) intentionally deleted; (vi) no Tenant is entitled to any rental concessions or abatements for any period subsequent to the scheduled date of Closing; (vii) no Tenant has prepaid any rents as of the date hereof nor has any Tenant delivered a security deposit, letter of credit or non-cash other security deposit is not transferablein connection with the Lease, Seller shall reasonably cooperate with Buyer to cause the except as set forth on Exhibit M attached hereto; (viii) no Tenant to deliver a replacement letter of credit or non-cash security deposithas made any request for any assignment, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs totransfer, or liability subletting in connection with all or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank portion of the letters of credit premises demised to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Tenant which is presently pending or under consideration by Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (jix) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents all specified work required to be delivered hereunderperformed by the landlord under each Lease has been completed; (mx) Any other documents required Seller has not received and has no knowledge of any pending notices from Tenant electing to be delivered hereundervacate the premises leased to Tenant or exercising any right of Tenant to terminate the Lease; and (nxi) Such Seller has heretofore billed Tenant for all fixed rent and additional documents rent due under the Lease as may be reasonably required by Buyer or Title Company in order of the date hereof, subject to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)CAM reconciliations;

Intentionally Deleted. SURRENDER OF 21. No act by Landlord shall be deemed an acceptance PREMISES of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same is made in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located thereon in good repair and condition, reasonable wear and tear (and condemnation and fire or other casualty damage not caused by Tenant, as to which Sections 14 and 15 shall control) excepted, and shall deliver to Landlord all keys to the Premises. Provided that Tenant has performed all of its obligations hereunder, Tenant may remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). Additionally, Tenant shall remove such alterations, additions, improvements, trade fixtures, equipment, wiring, and furniture as Landlord may request. Tenant shall repair all damage caused by such removal. All items not so removed shall be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items. The provisions of this Section 21 shall survive the end of the Term. HOLDING OVER 22. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at will and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over, Tenant shall pay, in addition to the other Rent, a daily Basic Rental equal to the greater of (i) With respect to any Security Deposits which are letters 150% of credit the daily Basic Rental payable during the last month of the Term, or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at prevailing rental rate in the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided Building for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructionssimilar space. The obligations provisions of Seller referred to in the preceding sentence hereof this Section 22 shall survive the Closing for a period end of four (4) months; (j) Duly completedthe Term. CERTAIN RIGHTS 23. Provided that the exercise of such rights does RESERVED BY not unreasonably interfere with Tenant's occupancy of the LANDLORD Premises, signed Landlord, its agents, employees, and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including contractors shall have the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)following rights:

Intentionally Deleted. C. The Rights of the Parties to Leases Acquired in the AMI. If, during the term of the AMI, any Party acquires an Oil and Gas Interest within the AMI (ihereinafter referred to as an "Acquired Interest"), whether by leasing, farm-in, purchase from a third party lessee or otherwise, the Party that acquires the Acquired Interest (the "Acquiring Party") With respect shall deliver written notice of the acquisition to the other Party (the "Non-Acquiring Party"), by certified mail, within fifteen (15) days of the date of the acquisition (the "Notice"). The Notice must include a copy of the instrument creating the Acquired Interest (e.g. an oil and gas lease or mineral deed), any Security Deposits title documents defining the title and quantity of the Acquired Interest (e.g. ownership reports and run sheets), and documentation of the Acquisition Cost, as defined above, of the Acquired Interest. The Non-Acquiring Party shall have fifteen (15) days from receipt of the Notice in which are letters to provided notice to the Acquiring Party, in writing, delivered by certified mail, of credit its decision whether or are otherwise nonnot to acquire one-cash security depositshalf of the Acquired Interest. If the Non-Acquiring Party elects to acquire one-half of the Acquired Interest, Seller the Non-Acquiring Party shall tender to the Acquiring Party, within thirty (i30) if days of its election, one-half of the same are assignableAcquisition Costs of the Acquired Interest, and the Acquiring Party shall, within thirty (30) days of receipt of the Non-Acquiring Party's share of the Acquisition Costs, deliver an assignment of one-half of the Acquired Interest to Buyer at the Closing such original letters Non-Acquiring Party, without reservation. Failure of credit the Non-Acquiring Party to respond to the Notice within fifteen (15) days, or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver its share of the Acquisition Costs to the Acquiring Party within the following (30) days, shall be deemed a replacement letter waiver and release, by the Non-Acquiring Party, of credit any present or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at future right to a share of the Closing an appropriate agreement (Acquired Interest. Any Acquired Interest in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or nonNon-cash security deposit are made available Acquiring Party elects to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in participate for a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer one-half share shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller be referred to in the preceding sentence hereof shall survive the Closing for hereinafter as a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)"Jointly Owned Interest".

Intentionally Deleted. (c) In the event Tenant becomes the subject debtor in a case pending under the Bankruptcy Code, Landlord and Tenant agree that due to the unique nature of the Demised Premises, adequate assurance of future performance pursuant to section 365 of the Bankruptcy Code shall include, but not be limited to: (i) With respect Tenant must pay (and continue to any Security Deposits which are letters pay on a timely basis throughout the Lease Term) Base Annual Rent, Additional Rent and all other sums payable by Tenant hereunder in advance and as a condition precedent to the performance of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and Landlord’s obligations hereunder; (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer Trustee must pay to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver Landlord at the Closing time the next monthly installment of Base Annual Rent is due under this Lease, in addition to such installment of Base Annual Rent and Additional Rent, an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior amount equal to the issuance monthly installments of any amendment Base Annual Rent and Additional Rent due under this Lease for the next six (6) months under this Lease, said amount to a letter be held by Landlord in escrow, without interest, until either Trustee or Tenant defaults in its payment of credit which names rent or other obligations under this Lease (whereupon Landlord shall have the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing right to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter escrowed funds) or until the expiration of credit and this Lease (whereupon the funds shall be returned to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns Trustee or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPTTenant); (kiii) Applicable Citythe Trustee must agree that Tenant’s business shall be conducted in a first class manner, County and that no liquidating sales, auctions, or State of New York change of ownership formsother non-first class business operations shall be conducted on or about the Demised Premises, the Building, the Land or the Complex; (liv) Evidence reasonably satisfactory to Buyer the Trustee must agree that the use of the Demised Premises as stated in this Lease will remain unchanged and Title Company respecting that no prohibited use shall be permitted; (v) the due organization of Seller and Trustee must agree that the due authorization and execution assumption or assignment of this Agreement and Lease will not violate or affect the documents required to be delivered hereunder; (m) Any rights of other documents required to be delivered hereundertenants in the Building or the Complex; and (nvi) Such additional documents as may be reasonably Tenant or Trustee must agree to pay to Landlord at any time Landlord is authorized to and does draw on the escrow account the amount necessary to restore such escrow account to the original level required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for hereinSection 11.2(c)(ii). (2).

Intentionally Deleted. (18) Tenant shall not (i) With respect to carry on any Security Deposits which are letters business, activity or service except those ordinarily embraced within the permitted use of credit or are otherwise non-cash security depositsthe Premises specified in the Lease and more particularly, Seller but without limiting the generality of the foregoing, shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and not (ii) if such letter install or operate any internal combustion engine, boiler, machinery, refrigerating, heating or air conditioning equipment in or about the Premises, (iii) use the Premises for housing, lodging or sleeping purposes or for the washing of credit clothes, (iv) place any radio or non-cash security deposit is television antennae other than inside of the Premises, (v) operate or permit to be operated any musical or sound producing instrument or device which may be heard outside the Premises, (vi) use any source of power other than electricity, (vii) operate any electrical or other device from which may emanate electrical or other waves which may interfere with or impair radio, television, microwave, or other broadcasting or reception from or in the Property or elsewhere, (viii) bring or permit any bicycle or other vehicle, or dog (except in the company of a blind person or except where specifically permitted) or other animal or bird in the Property, (ix) make or permit objectionable noise or odor to emanate from the Premises, (x) do anything in or about the Premises tending to create or maintain a nuisance or do any act tending to injure the reputation of the Property, (xi) throw or permit to be thrown or dropped any article from any window or other opening in the Property, (xii) use or permit upon the Premises anything that will invalidate or increase the rate of insurance on any policies of insurance now or hereafter carried on the Property or violate the certificates of occupancy issued for the premises or the Property, (xiii) use the Premises for any purpose, or permit upon the Premises anything, that may be dangerous to persons or property (including but not transferablelimited to flammable oils, Seller shall reasonably cooperate with Buyer fluids, paints, chemicals, firearms or any explosive articles or materials) nor (xiv) do or permit anything to cause be done upon the Tenant Premises in any way tending to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver disturb any other tenant at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which Property or the benefits occupants of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)neighboring property.

Intentionally Deleted. (id) With respect In the event Tenant proposes an assignment of this lease which is not a Permitted Transfer or proposes to sublease, in a single sublease, or when combined with previous and any Security Deposits contemplated subleases, of 50,000 or more square feet for a sublease term of more than ninety-five percent (95%) of the remaining Term of this lease, then Landlord may elect to terminate this lease as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which are letters of credit or are otherwise non-cash security deposits, Seller date shall be no less than thirty (i30) if days and no more than ninety (90) days after the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers date of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, notice. If the Sublet Space does not constitute the entire Premises and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer Landlord exercises its option to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) terminate this lease with respect to Buyer's instructionsthe Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the difference between the net rentable area prior to such termination and the net rentable area of the Sublet Space. The obligations Notwithstanding any term or provision of Seller referred this lease to the contrary, in the preceding sentence hereof event that Landlord elects to terminate this lease pursuant to Landlord’s options set forth above, Tenant shall survive have the Closing for a period of four (4) months; (j) Duly completedright to withdraw its request to sublet the Sublet Space, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required such right to be delivered hereunder; exercisable by Tenant by delivery of written notice of such withdrawal to Landlord within twenty (m20) Any other documents required days of receipt of written notice from Landlord of such election to terminate the lease with respect to the Sublet Space. In the event that Tenant exercises such right to withdraw its request to sublet the Sublet Space, then Landlord’s election to terminate this lease shall be delivered hereunder; of no force and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)effect.

Intentionally Deleted. (i) With respect The mere occupation of all or part of the Leased Premises or Landlord's tolerance thereof the payment of any amount by the proposed Transferee to Landlord, or the consent to any Security Deposits which are letters previous Transfer shall not constitute a waiver of credit Tenants obligation to obtain Landlord's consent to any Transfer, nor will any of the foregoing be construed to constitute a consent by Landlord to the proposed Transfer. Nevertheless, whether or are otherwise non-cash security depositsnot Landlord consents to any Transfer, Seller it may collect rent or other amounts from any proposed Transferee and apply the said amount to the amounts payable under this Lease, without in any manner prejudicing any of its rights. Notwithstanding any such Transfer consented to by the Landlord, no acceptance by the Landlord of any payments by a Transferee shall (i) if be deemed a waiver of the same are assignablerequirements contained herein or a release of the Tenant from the further performance by the Tenant of the obligations on the part of the Tenant herein contained and the Tenant shall be jointly and severally liable with the Transferee for all of the Tenant's obligations stipulated in the Lease and shall not be released from performing any of the obligations under the Lease during the Term. In addition to any of the requirements stipulated herein, deliver Landlord's consent to Buyer at the Closing Transfer is conditional upon Tenant and Transferee signing with Landlord a document prepared by Landlord evidencing such original letters of credit or non-cash security depositsTransfer, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer Tenant undertakes to cause the Transferee to promptly sign said document in which Transferee shall agree to be bound directly with Landlord to all of the obligations contained in this Lease as if such Transferee had originally executed this Lease as Tenant. The above-mentioned document shall further provide that the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior transfers to the issuance of Transferee any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) rights it may have with respect to Buyer's instructionsthe Deposit retained by Landlord pursuant to this Lease and Tenant renounces all of its rights thereto. The obligations In addition thereto, the Transferee may be required by Landlord to supplement any security deposit given in this Lease. Should the Minimum Net Net Rental per square foot to be paid by a Transferee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, then Tenant shall pay to Landlord monthly, as Additional Rental, the amount of Seller referred or an amount equivalent to such excess. Notwithstanding anything contained in this Article, the preceding sentence hereof Tenant may sublet the Leased Premises or assign the Lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such sub-tenant or assignee shall survive remain bound jointly and severally with the Closing Tenant for a period all the terms and covenants of four (4) months; (j) Duly completedthis Lease, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns provided further that Tenant shall notify Landlord in writing prior to such sublet or forms (including assignment. Upon the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement Lease and upon each succeeding anniversary date or at any sooner time requested by the documents required Landlord, the Tenant shall deliver to be delivered hereunder; the Landlord a statement, certified as being true and correct and verified by the corporate secretary, showing the names of all existing shareholders of record and their respective ownership interests as at that date. The Tenant shall, at the request of the Landlord, make available to the Landlord MONTREAL INDUSTRIAL LEASE PAGE 21 for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this Article. If any shareholder of the Tenant shall, after the request of the Landlord to do so, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such shareholder or other credible person, which data, alone or with other data show the applicability or inapplicability of this paragraph, the Landlord may terminate this Lease by giving the Tenant prior written notice of thirty (m30) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)days of such termination.

Intentionally Deleted. (i) With respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such K. Exercise all other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made remedies available to Buyer (provided the foregoing obligations do not materially increase the costs to, Landlord at law or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses equity (including, without limitation, reasonable injunctive and other extraordinary remedies). For purposes of this Section, "Damages" includes, without limitation, all actual, incidental, and or consequential damages, court costs, interest, and attorneys' feesfees incurred by Landlord and arising from Tenant's breach of this Lease, including, without limitation, the cost of (A) with respect to Buyerrecovering possession of the Demised Premises, (B) removing and storing Tenant's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns occupant's property, (C) re-letting the Demised Premises, including, without limitation, the costs of brokerage commissions and cleaning, make-ready, or forms repairing the Demised Premises for a substitute tenant or tenants, (including D) collecting any money owed by Tenant or a substitute tenant, (E) repairing any damage caused by any Tenant Persons, (F) performing any obligation of Tenant under the New York State Real Estate Transfer Tax Return Lease, and (Form TP-584G) any other loss or cost incurred by Landlord as a result of, or arising from, Tenant's breach of the Lease or Landlord's exercise of its rights and remedies for such breach. Unless Landlord delivers signed, written notice thereof to Tenant explicitly accepting surrender of the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable CityDemised Premises, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution providing for termination of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs toLease, or liability evicting Tenant, no act or obligations ofomission by Landlord or Airport Manager or their respective officials, Seller in a manner not otherwise provided for hereinofficers, employees, or agents will constitute Landlord's acceptance of surrender of the Demised Premises, termination of Lease, or an actual or constructive eviction of Tenant (including, without limitation, Tenant's delivery of keys to any of Landlord's or Manager's officials, officers, employees, or agents or Landlord's repossession, reentry, or reletting of the Demised Premises). (2)Pursuit of any of the foregoing rights or remedies by Landlord shall not preclude Landlord’s pursuit of any of the other rights or remedies herein provided or any other rights or remedies provided by law, in equity, or otherwise, nor shall pursuit of any right or remedy herein provided constitute a forfeiture or waiver of any Rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, conditions and covenants herein contained.

Intentionally Deleted. (i) With respect The Landlord acknowledges and agrees that the Tenant may carry blanket insurance covering numerous premises owned or leased by the Tenant and the Tenant's insurance obligations as contained in the Lease may be satisfied in full by including the Premises within such blanket insurance coverage, provided that such blanket insurance provides for the insurance coverage and endorsements contemplated by this section. (j) In case of loss or damage, the proceeds of insurance for tenants' improvements shall be and are hereby assigned and made payable to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at Landlord and the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as Tenant. Provided the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit Tenant is not transferablein default of its obligations under this Lease, Seller shall reasonably cooperate with Buyer the Landlord shall, upon the Tenant's written request, release such proceeds to cause the Tenant in progress payments at stages determined by a certificate of the Landlord's Expert stating that repairs to deliver a replacement letter each such stage have been satisfactorily completed free of credit or non-cash security depositliens by the Tenant. If the Tenant is in default of its obligations under this Lease, or, at Buyer's option, Seller and Buyer the Landlord shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable be entitled to both parties) pursuant to which the benefits of retain such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or proceeds without liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names Tenant for interest or otherwise until the Buyer as default has been, in the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank opinion of the letters of credit Landlord, remedied. If the Tenant fails to Buyermake such repairs, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost the Landlord may perform the repairs and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver apply the proceeds to Buyerthe cost thereof. If the Lease is terminated upon the happening of any damage or any destruction as provided for in Article 15.00 or for any other reason, provided that prior thereto Buyer the proceeds of insurance shall certify be allocated between the Landlord and the Tenant according to Seller that pursuant their respective insurable interest. The Tenant shall cause all of its mortgagees, chargees and other encumbrancers of its interest in the Premises, if any, to the terms waive, if applicable, such Person's rights under section 6 of the applicable LeaseMORTGAGEE ACT (Ontario), Buyer is entitled as amended or replaced from time to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Sellertime, and Sellerso that all insurance proceeds for tenant's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) improvements can be dealt with respect to Buyer's instructionsin accordance with this section. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)11.02

Intentionally Deleted. (ic) With respect In the event this Lease pertains to any Security Deposits Premises in which are letters of credit or are otherwise non-cash security depositsbuilding interior finish is to be constructed by Landlord (the "Leasehold Improvements"), Seller the Commencement Date shall (i) if be the same are assignabledate set forth in Subparagraph 1(g). If a Leasehold Improvement Allowance is set forth in Paragraph 1 above, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, then Tenant shall be responsible for all hard and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require soft costs incurred in connection with such assignment, the design and (ii) if such letter construction of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Leasehold Improvements which are in excess of the Tenant to deliver a replacement letter of credit or non-cash security depositImprovement Allowance. "The Substantial Completion Date," if relevant, or, at Buyer's option, Seller and Buyer shall execute and deliver at be the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to date upon which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs toLeasehold Improvements have been substantially completed as defined in Exhibit D, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer Article IX as the beneficiary thereunder, or after the Closing and prior to evidenced by the issuance of a substitute letter certificate of credit which names occupancy by applicable governmental authorities, except for punch list items, in accordance with the Buyer plans and specifications ("Plans and Specifications") attached hereto as Exhibit C and made a part hereof, and the beneficiary thereunderWork Agreement ("Work Agreement") attached hereto as Exhibit D and made a part hereof, provided however, that if Landlord shall be delayed in such substantial completion as a result of: (i) Tenant's failure to agree to Plans and Specifications, and cost estimates within ten (10) Business Days after receipt thereof; (ii) Tenant's request for materials, finishes or installations other than Landlord's standard; (iii) Tenant's changes in Plans and specifications; (iv) the performance or completion by a party employed by Tenant, or any other evidence confirming (v) the transfer failure by Tenant to make payment for the cost of the Leasehold Improvements in excess of the Tenant Improvement Allowance as set forth above, the Commencement Date and the payment of Rent hereunder shall be accelerated by the issuing bank number of days of such delay, and provided further that if Landlord cannot substantially complete the Premises as a result of any of events (i) through (v) above, Landlord may at its election complete so much of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents Leasehold Improvements as may be reasonably required practical under the circumstances and, by Buyer or Title Company written notice to Tenant, establish the Commencement Date as the date of such partial completion, subject to any applicable accelerations due to delays resulting from events (i) through (v) above. Tenant shall provide Landlord with a punch list within ten (10) days of the Substantial Completion Date, and Landlord shall proceed to complete these items promptly, and Landlord shall use all reasonable efforts to complete such work in order not more than thirty (30) days after receipt of such list. The taking of possession by Tenant shall be deemed conclusively to consummate establish that the transactions hereunder Leasehold Improvements have been completed in accordance with the plans and specifications (provided except for punch list items) and that the same do not materially increase the costs to, or liability or obligations of, Seller Premises are in a manner not otherwise provided for herein). (2)good and satisfactory condition.

Intentionally Deleted. 4. Subject to the provisions of the last sentence of this Section, the Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties and/or guarantors or any other accommodation parties, under any statutory provisions, common law or any other provision of law, custom or practice, and agrees not to assert or take advantage of any such rights or remedies including, but not limited to, (ia) With respect any right to require the Lessor to proceed against the Lessee or any Security Deposits other person or to proceed against or exhaust any security held by Lessor at any time or to pursue any other remedy in the Lessor’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of incapacity, lack of authority, insolvency, bankruptcy, death or disability of any other person or persons or the failure of the Lessor to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) any defense arising because of the Lessor’s election, if any proceeding instituted under the Federal Bankruptcy Code, together with all amendments and revisions thereto (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code; and (e) any duty on the part of Lessor to disclose to Guarantor any facts Lessor may now or hereafter know about Lessee, regardless of whether Lessor has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are letters unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that the undersigned is fully responsible for being and keeping informed of credit or are otherwise the financial condition of Lessee and of all circumstances bearing on the risk of non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit payment or non-cash security depositsperformance of any obligations or indebtedness hereby guaranteed. The Guarantor hereby waives all notices of acceptance of this Guaranty, protest, notice of intention to accelerate (and notice of such acceleration), demand and dishonor, presentment, and execute all other demands of any kind now or hereafter provided for by any statute or rule of law. Notwithstanding anything to the contrary in this Guaranty, the Guarantor shall have as a defense to payment or performance hereunder each and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignmentevery defense, real and (ii) if such letter of credit or non-cash security deposit is not transferablepersonal, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits Lessee may have to the payment or performance under the Lease, it being the intention of such letter the Guarantor and the Lessor that the Guarantor’s obligations hereunder shall not be greater, more burdensome or otherwise different from the Lessee’s obligations under the Lease. Guarantor agrees that notwithstanding the termination, cancellation, satisfaction or expiration of credit this Guaranty, should Lessor be required to return to Lessee any sums previously paid by Lessee by a bankruptcy court or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller a receiver in a manner not otherwise provided for herein). Notwithstanding the foregoingreceivership action, Seller agrees that, if after the Closing this Guaranty shall be revived and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required continue to be delivered hereunder; (m) Any other documents required to be delivered hereunder; in force and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions effect with Lessor having all lights granted hereunder (provided the same do not materially increase the costs to, or liability or and Guarantor all obligations of, Seller in a manner not otherwise provided for herein). (2)imposed hereby.

Intentionally Deleted. (i) With respect Upon the occurrence of a default, breach, or an Event of Default under this Note and/or any documents executed in connection therewith that secure this Note or any other documents or agreements executed by Borrower in connection with the indebtedness evidenced by this Note, all of the indebtedness evidenced by this Note and remaining unpaid balances of interest and expenses shall, at the option of the Lender and without demand or notice, become immediately due and payable and Lender shall be permitted to exercise any Security Deposits rights or remedies set forth in this Note. This Note may also be declared due at the option of the Lender prior to its expressed maturity at the time, upon the terms and in the manner provided in this Note. Failure to exercise any such option shall not constitute a waiver of the right to exercise any such option if the Borrower is in default hereunder. Time is of the essence of this Note and all other obligations of the Borrower to the Lender or any of its affiliates. Borrower waives demand, presentment for payment, notice of dishonor, protest and notice of protest, and expressly agrees that this Note and any payment coming due under it may be extended from time to time without in any way affecting their liability hereunder. This Note shall be binding upon the Borrower’s heirs, personal representatives, successors, and assigns. Lender may renew this Note or reduce the payments thereon and any such renewal or reduction shall not release Borrower from liability. The rights or remedies of the Lender as provided in this Note shall be cumulative and concurrent, and may be pursued singly, successively, or together. Notwithstanding anything herein to the contrary, no provision contained herein which purports to obligate Borrower to pay any amount of interest or any fees, costs or expenses which are letters in excess of credit the maximum permitted by applicable law, shall be effective to the extent that it requires the payment of any interest or other sums in excess of such maximum. In the event Borrower shall at any time following the date hereof pay any amount of interest or any fees, costs or expenses which are otherwise non-cash security depositsin excess of the maximum permitted by applicable law, Seller such overpayments shall (i) if be deemed to be loans from Borrower to the Lender, which loans shall be due and payable by the Lender upon demand by Borrower together with interest from the date or dates of such overpayments calculated at the same are assignable, deliver rate as Borrower is required to Buyer at the Closing such original letters of credit or non-cash security depositspay under this Note, and the repayment of such loans by the Lender shall be the sole remedy at law or in equity of Borrower for such overpayments. The person executing this Note for and on behalf of Borrower hereby certifies that he is duly empowered by the Borrower and has been duly authorized by all necessary action on the part of Borrower to execute and deliver such other instruments as this Note for and on behalf of the issuers Borrower. This Note may be assigned or transferred, in whole or in part, by Lender to any person at any time without notice to or the consent of such letters Borrower. Borrower may not assign or transfer this Note or any of credit or non-cash security deposits its rights hereunder without the prior written consent of Lender. This Note shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior inure to the issuance benefit of and be binding upon the parties hereto and their permitted assigns. THIS NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF INDIANA APPLICABLE TO CONTRACTS MADE BY AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Borrower hereby irrevocably consents to the exclusive jurisdiction of any amendment to a letter state or federal court in the county or judicial district of credit which names the Buyer as the beneficiary thereunderSt. Xxxxxx County, Indiana; provided that nothing contained in this Note will prevent Lender from bringing any action, enforcing any award or after the Closing and prior to the issuance judgment or exercising any rights against Borrower, against any security or against any property of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or Borrower within any other evidence confirming county, state or other foreign or domestic jurisdiction. Borrower acknowledges and agrees that the transfer by venue provided above is the issuing bank of the letters of credit most convenient forum for both Lender and Borrower. Borrower waives any objection to Buyer, Buyer notifies Seller venue and any objection based on a more convenient forum in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to action instituted under this Note or in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completedPurchase Agreement. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable CityTHE PURCHASE AGREEMENT AND ANY AMENDMENT, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs toINSTRUMENT, or liability or obligations ofDOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, Seller in a manner not otherwise provided for herein). (2)AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Intentionally Deleted. F. Subject to the Intercreditor Agreement, any proceeds of Collateral received by the Lender (i) With not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment if the outstanding amount under the Revolving Line exceeds the Borrowing Base Amount then in effect (which mandatory prepayment shall be applied to reduce the outstanding amount due under the Revolving Line to the Borrowing Base Amount then in effect), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest due in respect of any overadvances, third, to any Security Deposits which are pay the principal of the overadvances, fourth, to pay interest then due and payable on the Revolving Line (other than the overadvances), fifth, to prepay principal on the Revolving Line (other than the overadvances and unreimbursed letter of credit disbursements), sixth, to pay an amount to the Lender equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding letters of credit or are otherwise non-cash security deposits, Seller shall (i) if and the same are assignable, deliver to Buyer at the Closing such original letters aggregate amount of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such any unpaid letter of credit disbursements, to be held as cash collateral for such obligations, seventh, to payment of any amounts owing with respect to Banking Services and Bank Product Obligations, and eighth, to the payment of any other secured obligations due to the Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or non-cash security deposit unless a Default is in existence, the Lender shall not transferableapply any payment which it receives to any Revolving Loan that bears interest at the LIBOR Rate, Seller except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding Revolving Loans that bear interest at CBFR and, in any such event, the Borrower shall reasonably cooperate with Buyer pay the break funding payment required as set forth in the Notes. The Lender shall have the continuing and exclusive right to cause apply and reverse and reapply any and all such proceeds and payments to any portion of the Tenant to deliver a replacement secured obligations. At the election of the Lender, all payments of principal, interest, letter of credit or non-cash security depositdisbursements, orfees, at Buyer's optionpremiums, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and reimbursable expenses (including, without limitation, reasonable attorneys' fees) all reimbursement for fees and expenses, and other sums payable under the Loan Documents), may be paid from the proceeds of Advances made hereunder whether made following a request by the Borrower or a deemed request or may be deducted from any deposit account of the Borrower maintained with respect to Buyer's instructionsthe Lender. The obligations Borrower hereby irrevocably authorizes (i) the Lender to make an Advance for the purpose of Seller referred to in the preceding sentence hereof shall survive the Closing for a period paying each payment of four (4) months; (j) Duly completedprincipal, signed interest and acknowledged real estate transfer tax returns and fees as it becomes due hereunder or any other applicable transfer tax returns or forms (including amount due under the New York State Real Estate Transfer Tax Return (Form TP-584) Loan Documents and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory agrees that all such amounts charged shall constitute Revolving Loan and that all such Advances shall be deemed to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; have been requested by Borrower and (nii) Such additional documents the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as may be reasonably required by Buyer it becomes due hereunder or Title Company in order to consummate any other amount due under the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)Loan Documents.

Intentionally Deleted. (ic) With respect All insurance required hereunder shall not be subject to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall cancellation without at least thirty (i30) if the same are assignable, deliver days prior notice to Buyer at the Closing such original letters of credit or non-cash security depositsall insureds, and execute shall name Landlord, Brandywine Realty Trust, Landlord's Agent and deliver such other instruments Tenant as insureds, as their interests may appear, and, if requested by Landlord, any liability policy held by Tenant for the issuers Premises shall also name as an additional insured as their interests may appear any mortgagee or holder of such letters any mortgage which may be or become a lien upon any part of credit the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates and copies of the policy or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter policies of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs insurance above referred to, with evidence that the coverages required have been obtained and that premiums have been paid in full for the policy periods. Tenant shall also furnish to Landlord throughout the term hereof replacement certificates or liability or obligations ofcopies of renewal polices, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and together with evidence of like paid premiums at least thirty (30) days prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank expiration dates of the letters of credit then current policy or policies. All the insurance required under this Lease shall be issued by insurance companies authorized to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to business in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change with a financial rating of ownership forms; (l) Evidence reasonably satisfactory at least an A-X as rated in the most recent edition of Best's Insurance Reports and in business for the past five years. Except as otherwise provided herein, the limit of any such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to Buyer procure and Title Company respecting maintain such insurance, Landlord may, but shall not be required to, procure and maintain the due organization of Seller and the due authorization and execution of this Agreement and the documents required same, at Tenant's expense to be delivered hereunder; reimbursed by Tenant as Additional Rent within ten (m10) days of written demand. Any other documents required deductible under such insurance policy or self-insured retention under such insurance policy in excess of Ten Thousand ($10,000) must be approved by Landlord in writing prior to issuance of such policy. Tenant shall not self-insure without Landlord's prior written consent. The policy limits set forth herein shall be delivered hereunder; subject to periodic review, and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order Landlord reserves the right to consummate the transactions hereunder (provided the same do not materially require that Tenant increase the costs toliability coverage limits if, or liability or obligations ofin the reasonable opinion of Landlord, Seller the coverage becomes inadequate and is less than commonly maintained by tenants of similar buildings in a manner not otherwise provided for herein). (2)the area making similar uses.

Intentionally Deleted. VI. At or about the time that Owner shall notify Tenant of the approval of Tenant's Second Additional Plan, such notice of approval shall state which items contained in Tenant's Second Additional Plan, if any, will or might be subject to certain delays in delivery and which might affect the date of substantial completion of Owner's Second Additional Construction. Tenant may, within five (5) days after such notice from Owner, designate, subject to the limitations (i) With respect through (viii) set forth in subparagraph (4) of Paragraph IV, other available items which will not be subject to any Security Deposits which are letters of credit delays in delivery. If Tenant fails to timely make such designations, Owner will have no obligation to supply or are otherwise non-cash security deposits, Seller shall (i) if install the same are assignable, deliver to Buyer at the Closing items set forth in such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, Owner's notice or, at BuyerOwner's optionelection, Seller Owner shall have the right to perform such items and Buyer for the purpose of determining whether or not Owner's Second Additional Construction shall execute have been substantially completed and deliver at for the Closing an appropriate agreement purpose of fixing the Second Additional Space Commencement Date, said items set forth in such notice and all other related work and installations (in form reasonably acceptable sometimes hereinafter referred to both partiescollectively as "Long Lead Items") pursuant to shall be deemed unfinished details of Owner's Second Additional Construction which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if may be performed by Owner after the Closing and prior to substantial completion of Owner's Second Additional Construction in accordance with the issuance provisions of any amendment to a letter Paragraph III of credit which names this Schedule and, accordingly, shall not affect the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance Second Additional Space Commencement Date. EXHIBIT 1 This floor plan of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank portion of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms tenth (10th) floor of the applicable LeaseBuilding known as 55 Bxxxx Xxxxxx, Buyer Xxx Xxxx, Xxx Xxxx, xx annexed to this Agreement and is entitled made a part hereof solely to draw down such letter delineate by outlining and diagonal markings the Second Additional Space. All areas, dimensions, conditions and locations are approximate. 113 THIRD ADDITIONAL SPACE AGREEMENT AGREEMENT made as of credit and delivers Seller the 3rd day of April, 1996 between 55 BXXXX XXXXXX XXXPANY, a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable Citypartnership having its principal office at 345 Xxxx Xxxxxx, County or Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx xxx State of New York change York, as landlord (referred to herein as "Owner"), and N2K INC., a Pennsylvania corporation having an office at 55 Bxxxx Xxxxxx, Xxxxxxx xx Xxxxxxxxx, Xxxx, Xxxxxx xxx State of ownership forms; New York, as tenant (l) Evidence reasonably satisfactory referred to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents herein as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein"Tenant"). (2).

Intentionally Deleted. Licensee shall provide to Licensor a copy of any program schedules or guides (including those delivered by electronic means, if any) for the Licensed Service immediately upon publication or delivery thereof. Licensee covenants and warrants that (i) With it shall fully comply with any and all instructions furnished in writing to Licensee with respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require Advertising Materials used by Licensee in connection with such assignmentthis Article 12 (including size, prominence and position of Advertising Materials); (ii) if such letter of credit it shall not modify, edit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior make any changes to the issuance Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Licensed Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Licensed Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any amendment to a letter of credit which names the Buyer as the beneficiary thereunderparty, product or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunderservice, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Licensed Program shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to Buyer's instructionsthe advertising and billing of the Licensed Programs as Licensor may advise Licensee. The obligations In no event shall Licensee be permitted to use any excerpts from a Licensed Program other than as provided by Licensor and in no case in excess of Seller referred to two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the preceding sentence hereof shall survive the Closing for case of a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs tosingle continuous sequence, or liability four minutes in the aggregate from any single Licensed Program (or obligations ofsuch shorter period as Licensor may notify Licensee from time to time). Appropriate copyright notices shall at all times accompany all Advertising Materials. Any promotion or advertising via the Internet is subject to the terms and conditions of the Internet and Email Promotion Policy attached hereto as Schedule B. Within thirty (30) calendar days after the last day of the last License Period for each Licensed Program, Seller Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Licensed Program. Promotions of the Licensed Programs may position Subscription Video-On-Demand in a manner not otherwise positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided for herein). that Licensee shall be free to promote the bona fide benefits of the Licensed Service (2)e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution.

Intentionally Deleted. 12.16 If the Landlord shall recover or come into possession of the Premises before the date herein fixed for the termination of this Lease, Landlord shall have the right, at its option, to take over any and all subleases or sublettings of the Premises or any part thereof made by Tenant and to succeed to all the rights of said subleases and sublettings or such of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases and sublettings as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or re-entry by Landlord hereunder or if Landlord shall otherwise succeed to Tenant's estate in the Premises, at which time Tenant shall upon request of Landlord, execute, acknowledge and deliver to Landlord such further instruments of assignment and transfer as may be necessary to vest in Landlord the then existing subleases and sublettings. Every subletting hereunder is subject to the condition and by its acceptance of and entry into a sublease, each subtenant thereunder shall be deemed conclusively to have thereby agreed from and after the termination of this Lease or re-entry by Landlord hereunder of or if Landlord shall otherwise succeed to Tenant's estate in the Premises, that such subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord's election, such subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not (i) With respect to be liable for any Security Deposits which are letters previous act, omission or negligence of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing Tenant under such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and sublease. (ii) if be subject to any counterclaim, defense or offset, (iii) be bound by any previous modification or amendment of such letter sublease (unless Landlord shall have expressly consented to such modification or amendment) or by any previous prepayment of credit more than one (1) month's rent and additional rent which shall be payable as provided in the sublease, (iv) be obligated to repair the subleased space or non-cash security deposit is the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Landlord, (v) be obligated to repair the subleased space or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Landlord as consequential damages allocable to the part of the subleased space or the Building not transferabletaken or (vi) be obligated to perform any work in the subleased space of the Building or to prepare them for occupancy beyond Landlord's obligations under this Lease, Seller shall reasonably cooperate with Buyer to cause and the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer subtenant shall execute and deliver at to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed automatically upon and as a condition of occupying or using the Closing an appropriate agreement (Premises or any part thereof, to have given a waiver of the type described in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names extent and upon the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller conditions set forth in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)Article 12.

Intentionally Deleted. 6.7 If on the Closing Date, the state of title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and upon Notice to Purchaser within Seven (i7) With respect calendar days following receipt of such Notice may elect to cure such objection or unfulfilled condition for up to thirty (30) calendar days. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the same by the Closing Date or any Security Deposits which are letters postponed Closing Date, or should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before ten (10) calendar days after Notice of credit such cure or are otherwise non-cash security depositswaiver. 6.8 If Seller does not elect to cure such objection or unfulfilled condition or during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered to Seller and the title company issuing the Title Commitment on or before Seven (i7) if calendar days following the same are assignabledate Seller gives such Notice, deliver then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Buyer at Seller, and the parties hereto shall have no further obligations to each other, except for Purchaser's obligations pursuant to Section 5.3 above, and the Deposit shall be immediately returned to Purchaser. 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance to attach to the Property between the date of this Purchase Contract and the Closing Date; any such original letters monetary lien or encumbrance so attaching by voluntary act of credit Seller shall be discharged by the Seller at or non-cash security deposits, and execute and deliver such other instruments prior to Closing on the Closing Date or any postponed Closing Date. Except as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferableexpressly provided above, Seller shall reasonably cooperate with Buyer not be required to cause the Tenant undertake efforts to deliver a replacement letter remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of credit money or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, institute litigation or any other evidence confirming judicial or administrative proceeding and Seller may elect not to discharge the transfer same. 6.10 Anything to the contrary notwithstanding, Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, encumbrance, exception or other matter that is a Permitted Exception, that has been waived or deemed to have been waived by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, Purchaser. 6.11 Intentionally deleted. 6.12 Purchaser at BuyerPurchaser's sole cost and expense, do so upon Sellermay cause to be prepared a survey for the Property ("Survey"). Purchaser at Purchaser's receipt sole cost and expense, may cause to be prepared an environmental report for the Property ("Environmental Report"). In the event the perimeter legal description of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided Property contained in the Survey differs from that prior thereto Buyer shall certify to contained in the deed or deeds by which Seller that pursuant took title to the terms of Property, the applicable Lease, Buyer is entitled latter description shall be used in the special warranty deed delivered to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless SellerPurchaser at Closing, and Seller's successors and assignsthe Survey legal shall be used in a quitclaim deed to the Property which also shall be delivered to Purchaser at Closing. (a) Should such Survey disclose conditions that give rise to a title exception other than a Permitted Exception, from and against Purchaser shall have the right to object thereto within the Feasibility Period in accordance with the procedures set forth in ARTICLE 5 above. (b) Purchaser agrees to make payment in full of all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations costs of Seller referred to in the preceding sentence hereof shall survive the obtaining Surveys required by this Purchase Contract on or before Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution termination of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Purchase Contract. (2)6.13

Intentionally Deleted. (i) With respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, 9.1.4 Seller shall (i) if the same are assignable, diligently and in good faith endeavor to obtain and deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and no later than five (ii5) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and Business Days prior to the issuance Closing estoppel certificates in the form of Exhibit M attached hereto and made a part hereof (or in such form as may be prescribed under any amendment Lease or in the customary form used by any Tenant that is a regional or national retailer) ("Estoppel Certificate"), duly executed by each of the Tenants of the Property, certified to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and dated not more than forty-five (45) days prior to the issuance of a substitute letter of credit Closing Date.. Estoppel Certificates that (a) disclose no defaults by Landlord or Tenant and (b) contain no information which names is inconsistent with the Buyer representations and warranties and due diligence materials provided by Seller (items (a) and (b) being collectively referred to herein as the beneficiary thereunder"Estoppel Requirements") are herein referred to as the "Tenant Executed Estoppels"; provided, however, that the Estoppel Certificate shall not be deemed unacceptable if (a) it contains the qualification by the Tenant of any statement as being to its knowledge, (b) is in material compliance with the requirements relating to such certificates under the Lease and does not contain any more information than the Tenant is required to give in any such certificate pursuant to the Lease (excluding therefrom any requirement that such estoppel include "any other matter reasonably requested by Landlord" or similar "catch-all" provision), or any other evidence confirming (c) the transfer Estoppel Certificate is not signed by the issuing bank Guarantor of the letters Lease. In the event that Seller shall not have obtained Tenant Executed Estoppels from Tenants comprising at least eighty percent (80%) of credit to Buyerthe leased rentable area of the Property, excluding the leased rentable area of the TK Lease, but which must include, without limitation, Tenant Executed Estoppels from each of the Major Tenants (collectively, the "Required Tenant Executed Estoppels") at the Closing, Buyer notifies shall have the right (but not the obligation ) to terminate this Agreement by delivering written notice as set forth below. Seller in writing agrees to draw down on forward any such letter of credit on Buyer's behalf, executed Estoppel Certificates received by Seller will, at Buyer's sole cost and expense, do so upon from a Tenant to Buyer promptly after Seller's receipt of same. Any qualification of any assertion in the Tenant Estoppel Certificate regarding the status of the performance of any of landlord's obligations under the lease that such assertion is made "to Tenant's knowledge" or similar qualification made by a written instruction to draw down on such letter Tenant shall be acceptable. For purposes of credit and to deliver determining the proceeds to Buyerleased rentable square feet at the Property, provided those leases that expire prior thereto Buyer shall certify to Seller that pursuant to the terms Closing Date and not renewed, and the square footage of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in premises leased under the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to TK Lease will not be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)included.

Intentionally Deleted. (i) With respect to any Security Deposits which are letters Section 25.03 If this Lease be assigned, whether or not in violation of credit or are otherwise non-cash security depositsthe provisions of this Lease, Seller shall (i) if the same are assignableLandlord may, deliver to Buyer at the Closing such original letters of credit or non-cash security depositsafter default by Tenant, and execute expiration of Tenant’s time to cure such default, collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and deliver expiration of Tenant’s time to cure such other instruments as default, collect rent from the issuers of subtenant or occupant. In either event, Landlord mayshall apply the net amount collected to the Fixed Rent and additional rent herein reserved after such letters of credit or non-cash security deposits shall reasonably require in connection with default failure to cure, but no such assignment, and (ii) if such letter subletting, occupancy or collection shall be deemed a waiver of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause any of the Tenant to deliver a replacement letter provisions of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs toSection 25.01, or liability the acceptance of the assignee, subtenant or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer occupant as the beneficiary thereundertenant, or after as a release of Tenant from the Closing and prior performance by Tenant of Tenant’s obligations under this Lease. The consent by Landlord to assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the issuance express written consent of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or Landlord to any other evidence confirming the transfer or further assignment, mortgaging, subletting or use or occupancy by the issuing bank of the letters of credit others not expressly permitted by this Article. References in this Lease to Buyeruse or occupancy by others, Buyer notifies Seller in writing that is anyone other than Tenant, shall not be construed as limited to draw down on any such letter of credit on Buyer's behalfsubtenants and those claiming under or through subtenants but as including also licensees and others claiming under or through Tenant, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns immediately or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)remotely.

Intentionally Deleted. (i) With respect The mere occupation of all or part of the Leased Premises or Landlord's tolerance thereof, the payment of any amount by the proposed Transferee to Landlord, or the consent to any Security Deposits which are letters previous Transfer shall not constitute a waiver of credit Tenant's obligation to obtain Landlord's consent to any Transfer, nor will any of the foregoing be construed to constitute a consent by Landlord to the proposed Transfer. Nevertheless, whether or are otherwise non-cash security depositsnot Landlord consents to any Transfer, Seller it may collect rent or other amounts from any proposed Transferee and apply the said amount to the amounts payable under this Lease, without in any manner prejudicing any of its rights. Notwithstanding any such Transfer consented to by the Landlord, no acceptance by the Landlord of any payments by a Transferee shall (i) if be deemed a waiver of the same are assignablerequirements contained herein or a release of the Tenant from the further performance by the Tenant of the obligations on the part of the Tenant herein contained and the Tenant shall be jointly and severally liable with the Transferee for all of the Tenant's obligations stipulated in the Lease and shall not be released from performing any of the obligations under the Lease during the Term. In addition to any of the requirements stipulated herein, deliver Landlord's consent to Buyer at the Closing Transfer is conditional upon Tenant and Transferee signing with Landlord a document prepared by Landlord evidencing such original letters of credit or non-cash security depositsTransfer, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer Tenant undertakes to cause the Transferee to promptly sign said document in which Transferee shall agree to be bound directly with Landlord to all of the obligations contained in this Lease as if such Transferee had originally [ILLEGIBLE] provide that the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior transfers to the issuance of Transferee any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) rights it may have with respect to Buyer's instructionsthe Deposit retained by Landlord pursuant to this Lease and Tenant renounces all of its rights thereto. The obligations In addition thereto, the Transferee may be required by Landlord to supplement any security deposit given in this Lease. Should the Minimum Net Net Rental per square foot to be paid by a Transferee, whether in cash, goods, services or other consideration, exceed the Minimum Net Net Rental per square foot payable hereunder, then Tenant shall pay to Landlord monthly, as Additional Rental, the amount of Seller referred or an amount equivalent to such excess. Notwithstanding anything contained in this Article, the preceding sentence hereof Tenant may sublet the Leased Premises or assign the Lease to a parent, subsidiary or affiliate company without seeking the consent of the Landlord provided, however, that such sub-tenant or assignee shall survive remain bound jointly and severally with the Closing Tenant for a period all the terms and covenants of four (4) months; (j) Duly completedthis Lease, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns provided further that Tenant shall notify Landlord in writing prior to such sublet or forms (including assignment. Upon the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement Lease and upon each succeeding anniversary date or at any sooner time requested by the documents required Landlord, the Tenant shall deliver to be delivered hereunder; the Landlord a statement, certified as being true and correct and verified by the corporate secretary, showing the names of all existing shareholders of record and their respective ownership interests as at that date. The Tenant shall, at the request of the Landlord, make available to the Landlord for inspection or copying or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this Article. If any shareholder of the Tenant shall, after the request of the Landlord to do so, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such shareholder or other credible person, which data, alone or with other data show the applicability or inapplicability of this paragraph, the Landlord may terminate this Lease by giving the Tenant prior written notice of thirty (m30) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)days of such termination.

Intentionally Deleted. (c) If Tenant desires to transfer an interest in this Lease, it shall first notify Landlord of its desire and shall submit in writing to Landlord: (i) With respect to any Security Deposits which are letters the name and address of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and proposed transferee; (ii) if such letter the nature of credit any proposed subtenant's or nonassignee's business to be carried on in the Premises; (iii) the terms and provisions of any proposed sublease or assignment; and (iv) any other information requested by Landlord and reasonably related to the transfer. Except as provided in Section (d) of this Section, Landlord shall not unreasonably withhold its consent, provided: (1) the use of the Premises will be consistent with the provisions of this Lease and with Landlord's commitment to other tenants of the Building and Project; (2) seventy-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause five percent (75%) of any profit received by the Tenant to deliver a replacement letter of credit from the assignment or non-cash security depositsubletting, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, whether during or after the Closing and prior Term of this Lease, shall be paid to Landlord when received; (3) any proposed subtenant or assignee demonstrates that it is financially responsible by submission to Landlord of all reasonable information as Landlord may request concerning the issuance proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank date within ninety (90) days of the letters request for Landlord's consent and statements of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost income or profit and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms loss of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Sellerproposed subtenant or assignee for the two-year period preceding the request for Landlord's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four consent; (4) monthsany proposed subtenant or assignee demonstrates to Landlord's reasonable satisfaction a record of successful experience in business; (j5) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns the proposed assignee or forms subtenant is not an existing tenant of the Building or Project (including except that this clause (5) shall not apply if Landlord does not have sufficient available space to accommodate the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPTexpansion requirement of that existing tenant); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n6) Such the proposed transfer will not impose additional documents burdens or adverse tax effects on Landlord. If Landlord consents to the proposed transfer, Tenant may within ninety (90) days after the date of the consent affect the transfer upon the terms described in the information furnished to Landlord; provided that any material change in the terms shall be subject to Landlord's consent as may be reasonably required set forth in this Section. Landlord shall approve or disapprove any requested transfer within thirty (30) days following receipt of Tenant's written request and the information set forth above. Tenant shall pay to Landlord a transfer fee of Five Hundred Dollars ($500) if and when any transfer requested by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)Tenant is approved.

Intentionally Deleted. (i) With respect The normal rule of construction to the effect that any Security Deposits which ambiguities are letters to be resolved against the drafting party shall not be employed in the interpretation of credit this Lease or any exhibits or amendments hereto. The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise non-cash security depositsdescribe the scope or intent of this Lease, Seller or any provision hereof, or in any way affect the interpretation of this Lease. Any amount not paid by Tenant within 5 business days after its due date in accordance with the terms of this Lease shall (i) if the same are assignable, deliver to Buyer bear interest from such due date until paid in full at the Closing such original letters lesser of credit the highest rate permitted by applicable law or non-cash security deposits, 15 percent per year (does not apply to grace period). It is expressly the intent of Landlord and execute and deliver such other instruments as Tenant at all times to comply with applicable law governing the issuers maximum rate or amount of such letters of credit any interest payable on or non-cash security deposits shall reasonably require in connection with such assignmentthis Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and (ii) if such letter the provisions of credit or non-cash security deposit is not transferablethis Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, Seller without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder. Construction and interpretation of this Lease shall reasonably cooperate with Buyer to cause be governed by the Tenant to deliver a replacement letter laws of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (state in form reasonably acceptable to both parties) pursuant to which the benefits Project is located, excluding any principles of such letter conflicts of credit or non-cash security deposit are made available to Buyer (provided laws. Time is of the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior essence as to the issuance performance of Tenant's obligations under this Lease. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, conflict between such exhibits or after the Closing addenda and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable this Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof exhibits or addenda shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)control.

Intentionally Deleted. 6.7 If on the Closing Date, the state of title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and within Seven (i7) With respect calendar days following receipt of such Notice may elect by notice in writing to Purchaser to cure such objection or unfulfilled condition for up to thirty (30) calendar days. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the same by the Closing Date or any Security Deposits which are letters postponed Closing Date, and Purchaser approves such action, or should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before thirty (30) calendar days after Notice of credit such cure or are otherwise non-cash security depositswaiver. 6.8 If during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered to Seller and the title company issuing the Title Commitment on or before Seven (i7) if calendar days following the same are assignabledate Seller gives such Notice, deliver then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Buyer at Seller, the Deposit shall be returned to Purchaser, and the parties hereto shall have no further obligations to each other. 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance (other than Commercial Leases approved by Purchaser and Property Contracts in the ordinary course of business) to attach to the Property between the date of this Purchase Contract and the Closing Date; any such original letters of credit monetary lien or non-cash security deposits, and execute and deliver such other instruments encumbrance so attaching shall be discharged by the Seller at or prior to Closing on the Closing Date or any postponed Closing Date. Except as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferableexpressly provided above, Seller shall reasonably cooperate with Buyer not be required to cause the Tenant undertake efforts to deliver a replacement letter remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of credit money or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, institute litigation or any other evidence confirming judicial or administrative proceeding and Seller may elect not to discharge the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant same. 6.10 Anything to the terms of the applicable Leasecontrary notwithstanding, Buyer Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, encumbrance, exception or other matter that is entitled a Permitted Exception, that has been waived or deemed to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructionshave been waived by Purchaser. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)6.11

Intentionally Deleted. (i) With respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller 32. Tenant shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, install and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, ormaintain, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at BuyerTenant's sole cost and expense, do so upon Selleran adequate, visibly marked and properly operational fire extinguisher next to any duplicating or photocopying machines or similar heat producing equipment, which may or may not contain combustible material, in the Premises. Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's receipt judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises, Building, the Common Areas and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. In the event of a written instruction to draw down on such letter of credit conflict between these Rules and to deliver Regulations and the proceeds to BuyerLease, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease shall prevail. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. EXHIBIT E CONTINENTAL GRAND PLAZA II FORM OF TENANT'S ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease (the "Lease") made and entered into as of ___________, Buyer is entitled to draw down such letter of credit _____ by and delivers Seller a written agreement to indemnify and hold harmless Sellerbetween _______________ as Landlord, and Seller's successors and assignsthe undersigned as Tenant, from and against all claimsfor Premises on the ______________ floor(s) of the office building located at ______________, damagesEl Segundo, lossesCalifornia ____________, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents certifies as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)follows:

Intentionally Deleted. (ic) With respect On or prior to any Security Deposits which are letters the date hereof, (x) Operating Lessees shall notify each of credit the Property Managers to make all payments due to a Operating Lessee under the applicable Property Management Agreement and/or Operating Lease or are otherwise non-cash security deposits, Seller shall payable directly to the Deposit Account (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers form of such letters notice shall be subject to the approval of credit or non-cash security deposits Lender and, shall reasonably require be irrevocable without the consent of Lender until the Debt has been paid in connection full, it being understood that the notice contained in the Agreements with such assignmentManagers was previously approved by Lender), and (iiy) if such letter of credit or non-cash security deposit is Borrowers shall notify Operating Lessees to make all payments due to Borrowers under the Operating Leases (but only to the extent amounts received under the Operating Lease were not transferable, Seller shall reasonably cooperate with Buyer to cause paid from amounts received by the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) Operating Lessee pursuant to which Sections 9.4.1(x), 9.2 or 9.3 hereof) directly into the benefits Deposit Account (the form of such letter notice shall be subject to the approval of credit or non-cash security deposit are made available to Buyer (provided Lender and, shall be irrevocable without the foregoing obligations do not materially increase consent of Lender until the costs toDebt has been paid in full, or liability or obligations of, Seller it being understood that the notice contained in a manner not otherwise provided for hereinthe Agreements with Managers was previously approved by Lender). Notwithstanding If the foregoingDeposit Account is changed, Seller agrees thata comparable notice shall be sent to each Property Manager and Operating Lessee. If, if after notwithstanding the Closing and prior provisions of this Section 9.1(c), a Borrower or Operating Lessee receives any sums due under a Property Management Agreement, Operating Lease (but only to the issuance extent amounts received under the Operating Lease were not paid from amounts received by the Operating Lessee pursuant to Sections 9.4.1(x), 9.2 or 9.3 hereof) or other amount (including any "key" or similar funds paid by any Property Manager or Affiliate thereof to Borrower) otherwise payable to such Borrower or Operating Lessee (except for amounts payable to such Borrower or Operating Lessee pursuant to Section 9.4.1(x) or amounts otherwise permitted to be paid or distributed to or on behalf of Borrowers or Operating Lessees under Section 9.2 or Section 9.3 hereof), then the applicable Borrower or Operating Lessee (x) shall be deemed to hold such amounts in trust for Lender and (y) shall deposit any such sums in the Deposit Account within one Business Day of receipt thereof. Borrowers or Operating Lessees agree to provide Lender with written notice of any amendment amounts reimbursed to a letter Sponsor pursuant to this Section within ten (10) Business Days from the date of credit which names the Buyer as the beneficiary thereunder, or after the Closing such reimbursement. If and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, extent Sponsor or any affiliate (other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of than a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller Borrower or an Operating Lessee) makes a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) capital expenditure with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise that is provided for herein). (2)in an Annual Budget, provided no Event of Default has occurred and is continuing, Borrower will be entitled to receive reimbursement from the applicable Property Manager from the FF&E reserve account established under the applicable Property Management Agreement.

Intentionally Deleted. (i) With respect 23.10 If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises or any part thereof is sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord may, after a Default by Tenant, collect Rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to any Security Deposits which are letters of credit or are otherwise non-cash security depositsRent, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with but no such assignment, and subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Paragraph 23, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations under this Lease. If a third party (iiother than an assignee of this Lease or a subtenant or occupant of the Premises) if pays Landlord Rent (whether or not on behalf of Tenant) or otherwise performs Tenant’s obligations under this Lease, Landlord’s acceptance of such letter of credit Rent or non-cash security deposit is performance shall not transferablerelease Tenant from Tenant’s obligations under this Lease, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, orbut such third party, at Buyer's Landlord’s option, Seller shall be deemed a tenant under this Lease and, in such event, Tenant and Buyer such third party shall execute be jointly and deliver at the Closing severally liable for Tenant’s Lease obligations. The consent by Landlord to an appropriate agreement (in form reasonably acceptable to both parties) assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or subletting pursuant to which the benefits any provision of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs tothis Lease shall not, or liability or obligations of, Seller in a manner not except as otherwise provided for herein). Notwithstanding , relieve Tenant from obtaining the foregoing, Seller agrees that, if after the Closing and prior express consent of Landlord to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyeror further assignment, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalfmortgaging, Seller willpledging, at Buyer's sole cost and expenseencumbering, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyertransfer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Leaseuse, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns occupancy or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)subletting.

Intentionally Deleted. In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (i30) With days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or sublease, the termination notice shall be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to any Security Deposits which are letters the entire Premises pursuant to this Section, the Term of credit or are otherwise non-cash security deposits, Seller this Lease shall (i) if end on the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments date stated in Tenant’s notice as the issuers effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall xxxxx proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the recapture. Tenant to deliver a replacement letter of credit or non-cash security deposit, orshall, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole Tenant’s own cost and expense, do so upon Seller's receipt discharge in full any outstanding commission obligation which may be due and owing as a result of a written instruction to draw down on such letter of credit and to deliver any proposed assignment or subletting, whether or not the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and proposed tenant or any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)tenant.

Intentionally Deleted. 23.03. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Land and Building (i) With respect to any Security Deposits which are letters of credit or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers proceeds received by Landlord on a sale of such letters estate and property but not the proceeds of credit any financing or non-cash security deposits shall reasonably require refinancing thereof) in the event of any claim against Landlord arising out of or in connection with such assignmentthis Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas, and Tenant agrees that the liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas shall be limited to such estate and property of Landlord (iior sale proceeds). No other properties or assets of Landlord or any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgement (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such letter lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys. Notwithstanding any of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) pursuant to which the benefits of such letter of credit or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance contrary, as to the original Tenant hereunder, Landlord agrees that the exculpatory provisions of this Section 23.03 shall not apply to any cash proceeds of any amendment Security Deposit wrongfully retained by Landlord and not turned over to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunder, or any other evidence confirming the transfer by the issuing bank of the letters of credit to Buyer, Buyer notifies Seller in writing to draw down on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless SellerSuccessor Landlord, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) as a result thereof such Successor Landlord does not credit Tenant with respect to Buyer's instructions. The obligations of Seller referred to in having paid over the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)Security Deposit.

Intentionally Deleted. 4.2 Rental shall accrue from the Commencement Date and shall be payable to Landlord, at Landlord, s address. 4.3 Tenant shall pay to Landlord minimum guaranteed rental in monthly installments in the amount specified in Section 1.1 (im) With respect of this lease. The first such monthly installment shall be due and payable on or before the Commencement Date, and subsequent installments shall be due and payable on or before the first day of each succeeding calendar month during the lease term; provided that if the Commencement Date is a date other than the first day of a calendar month, there shall be due and payable on or before such date as minimum guaranteed rental f or the balance of such calendar month a sum equal to that proportion of the rent specified f or the first full calendar month as herein provided, which the number of days from the Commencement Date to the end of the calendar month during which the Commencement Date shall fall bears to the total number of days in such month. 4.4 Intentionally deleted 4.5 Intentionally deleted 4.6 Intentionally deleted 4.7 It is understood that the minimum guaranteed rental is payable on or before the first day of each calendar month (in accordance with Section 4.2 above), without offset or deduction of any nature. In the event any rental is not received within 10 days after its due date for any reason whatsoever, or if any rental payment is by check which is returned for insufficient funds, then in addition to the past due amount Tenant shall pay to Landlord one of the following (the choice to be at the sole option of Landlord unless one of the choices is improper under applicable law, in which event the other alternative will automatically be deemed to have been selected): (a) a late charge in an amount equal to ten percent (1 0%) of the rental then due, in order to compensate Landlord for its administrative and other overhead expenses; or (b) interest on the rental then due at the maximum contractual rate which could legally be charged in the event of a loan of such rental to Tenant (but in no event to exceed 1 1/2% per month), such interest to accrue continuously on any unpaid balance due to Landlord by Tenant during the period commencing with the rental due date and terminating with the date on which Tenant makes full payment of all amounts owing to Landlord at the time of said payment. Any such late charge or interest payment shall be payable as additional rental under this lease, and shall be payable immediately on demand. 4.8 If Tenant fails in two consecutive Months to make rental payments within ten days after due, Landlord, in order to reduce its administrative costs, may require, by giving written notice to Tenant (and in addition to any Security Deposits which are letters of credit late charge or are otherwise non-cash security deposits, Seller shall (i) if the same are assignable, deliver to Buyer at the Closing such original letters of credit or non-cash security deposits, and execute and deliver such other instruments as the issuers of such letters of credit or non-cash security deposits shall reasonably require in connection with such assignment, and (ii) if such letter of credit or non-cash security deposit is not transferable, Seller shall reasonably cooperate with Buyer to cause the Tenant to deliver a replacement letter of credit or non-cash security deposit, or, at Buyer's option, Seller and Buyer shall execute and deliver at the Closing an appropriate agreement (in form reasonably acceptable to both parties) interest accruing pursuant to which the benefits of such letter of credit Section 4.7 above, as well as any other rights and remedies accruing pursuant to Article XXII or non-cash security deposit are made available to Buyer (provided the foregoing obligations do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding the foregoing, Seller agrees that, if after the Closing and prior to the issuance of any amendment to a letter of credit which names the Buyer as the beneficiary thereunder, or after the Closing and prior to the issuance of a substitute letter of credit which names the Buyer as the beneficiary thereunderArticle XXIII below, or any other evidence confirming the transfer by the issuing bank provision of the letters this lease or at law), that minimum guaranteed rentals are to be paid quarterly in advance instead of credit monthly and that all future rental payments are to Buyer, Buyer notifies Seller in writing to draw down be made on any such letter of credit on Buyer's behalf, Seller will, at Buyer's sole cost and expense, do so upon Seller's receipt of a written instruction to draw down on such letter of credit and to deliver the proceeds to Buyer, provided that prior thereto Buyer shall certify to Seller that pursuant to the terms of the applicable Lease, Buyer is entitled to draw down such letter of credit and delivers Seller a written agreement to indemnify and hold harmless Seller, and Seller's successors and assigns, from and against all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees) with respect to Buyer's instructions. The obligations of Seller referred to in the preceding sentence hereof shall survive the Closing for a period of four (4) months; (j) Duly completed, signed and acknowledged real estate transfer tax returns and any other applicable transfer tax returns or forms (including the New York State Real Estate Transfer Tax Return (Form TP-584) and the New York City Real Property Transfer Tax Return (NYC RPT); (k) Applicable City, County or State of New York change of ownership forms; (l) Evidence reasonably satisfactory to Buyer and Title Company respecting before the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (m) Any other documents required to be delivered hereunder; and (n) Such additional documents as may be reasonably required date by Buyer or Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs tocash, or liability or obligations of, Seller in a manner not otherwise provided for herein). (2)cashier's