Common use of Intentionally Omitted Clause in Contracts

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORFrom time to time, within two (2) Business Days of Cash Management Agent’s receipt of an Insurance Trigger Notice from Agent, Cash Management Agent shall disburse available funds on deposit in the IMH Collection Account constituting Insurance Restricted Cash to Agent in the event (i) Agent has determined that the title insurance company has a defense to payment of any Defense Costs and funds are required for payment of same, and/or (ii) funds are required for the litigation and defense costs and expenses of Borrower or any affiliate of Borrower which are not covered as Defense Costs and thus excluded from coverage (including, by way of example and without limitation, premiums for appeal, fees associated with criminal proceedings and loss of earnings of any employee of any insured). The closing No such instruction may be initiated by Agent or remain in effect following the earliest to occur of the purchase by following (i) the Investor full and complete settlement or dismissal (in each instance, with prejudice and non-appealable) of Shares the Delaware Litigation, the Arizona Litigation and any other then-pending shareholder litigation, (a “Closing”ii) the insurance carriers of Borrower and any affiliate of Borrower shall have funded in full all remaining litigation and defense costs and expenses of Borrower and any affiliate of Borrower in connection with or related to the Delaware Litigation, the Arizona Litigation or any other then pending shareholder lawsuits (subject to applicable deductibles) or (iii) expenditures of Five Million Dollars and No/100 ($5,000,000) shall occur have been actually paid by or on behalf of Borrower or any affiliate of Borrower (other than any advances by Agent, Lender or the date which is no later than fifteen (15title insurance company) Trading Days in respect of ongoing litigation and defense costs and expenses of Borrower or any affiliate of Borrower in connection with or related to the Delaware Litigation, the Arizona Litigation or any other shareholder lawsuits. Promptly following the applicable Put Notice Date occurrence of one these events, any Insurance Restricted Cash that has not been applied (each a “Closing Date”). On each Closing Date, (Iif any) the Company shall deliver to ongoing litigation and defense costs and expenses of Borrower or any affiliate of Borrower in connection with or related to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorDelaware Litigation, the Company Arizona Litigation or any other shareholder lawsuits shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativebe unrestricted.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR(i) Subject to Section 2.12(i), during the Post-Closing Payroll Period Buyer shall establish group medical, dental, vision, pharmaceutical, life insurance, and such other insured benefits as are maintained by Insignia or IESG for the employees of the Companies following the Closing which satisfy the requirements of clauses (a) and (b) of this Section 2.12, at the sole cost and expense of Buyer and in the manner described herein. The closing employees of the purchase Companies and their dependents and beneficiaries which as of the Closing participate (other than those participating pursuant to the requirements of Section 4980B of the IRC or Sections 601-608 of ERISA) in the group medical, dental, vision, pharmaceutical, life insurance and other insured benefit plans maintained by Insignia or IESG (the "Insignia/IESG Welfare Plans") for such individuals immediately prior to the Closing (collectively, the "Covered Employees") shall remain in the Insignia/IESG Welfare Plans for so long as such employees remain employed by either of the Companies during the Post-Closing Payroll Period (or, to the extent Section 4980B of the IRC is applicable, continuing through the end of the Post-Closing Payroll Period if "COBRA" coverage is elected thereunder); provided, that, if participation by the Investor Covered Employees in the Insignia/IESG Welfare Plans during the Post-Closing Payroll Period violates any state or federal law or regulation or the terms of Shares any plan, agreement or insurance policy relating to such Insignia/IESG Welfare Plans, as determined by Insignia or IESG in its sole discretion, the coverage of the Covered Employees under such plans shall immediately terminate and the Buyer shall immediately cover those Covered Employees under the Buyer Welfare Plans in accordance with this Section 2.12 without giving effect to this clause (a “Closing”) f)(i); provided, further, that IESG shall occur on take all reasonable and appropriate actions to amend the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Dateterms of any plan, (I) the Company shall deliver agreement or insurance policy relating to the Investor such Insignia/IESG Welfare Plans in order to permit coverage pursuant to this AgreementSection 2.12(f)(i). Upon expiration of the Post-Closing Payroll Period, certificates representing the Shares all Covered Employees shall cease to be issued to the Investor on such date and registered participate in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause Insignia/IESG Welfare Plans whether or not Buyer has complied with its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred obligations under this Section 2.12 to establish comparable coverage for such Covered Employees. Other than the Insignia/IESG Welfare Plans, active participation in immediately available funds upon demand all other Seller Plans by the Investor. Nothing herein employees of the Companies shall limit cease upon the Investor's right Closing (including, without limitation, contributions to pursue actual damages for the Company's failure to issue 401(k) retirement savings plans and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowother like ERISA plans).

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company Borrower shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares or cause to be issued delivered to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Loan Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent) as its true and lawful agent and attorney-in-fact for the Investor on purpose of making, settling and adjusting claim under such date and registered in "All Risk" policies of insurance, endorsing the name of each such Credit Party on any check or other item of payment for the Investorproceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance; provided that so long as no Event of Default shall have occurred and (II) be continuing, Borrower shall have the Investor right to direct any such settlements and adjustments. The Credit Parties that are signatories hereto shall deliver promptly notify Agent of any loss, damage, or destruction to the Company Collateral in the Purchase Price amount of $1,000,000 or more, whether or not covered by insurance. If an Event of Default shall have occurred and be continuing, Agent is hereby authorized to be paid for collect all insurance proceeds relating to the Collateral. After deducting from such Sharesproceeds the expenses, based on if any, incurred by Agent or any Credit Party in the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing collection or handling thereof, Agent may, at its option, apply all net proceeds to the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request reduction of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Obligations in accordance with Section 1.3(e), or permit or require Borrower to use such money, or any part thereof, to replace the following schedule (where “NoCollateral in a diligent and expeditious manner. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and such insurance proceeds do not exceed $1,000,000 in the aggregate, Agent shall permit Borrower to replace the Collateral so long as no Event of Days Late” is defined as Default shall have occurred and be continuing at the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.time of

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing If any sums paid on account of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price prior to be the Closing (collectively, "Downpayment") are paid for such Shares, based on by check or checks drawn to the Put Amount set forth in Section 2(Border of and delivered to Seller's attorney or another escrow agent ("Escrowee"). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company Escrowee shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit hold the Securities proceeds thereof in escrow in a special bank account (or as otherwise agreed in writing by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's noticeSeller, Purchaser and Escrowee) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond until the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for or sooner termination of this contract and shall pay over or apply such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) proceeds in accordance with the following schedule (where “Noterms of this section. Escrowee need not hold such proceeds in an interest-bearing account, but if any interest is earned thereon, such interest shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of Days Late” is defined as the number of trading days beyond parties shall be furnished to Escrowee upon request. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrowee to Seller. If for any reason the Closing Datedoes not occur and either party makes a written demand upon Escrowee for payment of such amount, Escrow shall give written notice to the other party of such demand. If Escrowee does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice, Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objection within such 10 day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by written instructions from the parties to this contract or a final judgment of a court. However, Escrow shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 clerk of the Supreme Court of the county in which the Land is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for each Business Day late beyond 10 days The Company their convenience, that Escrowee shall make not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any payments act or omission on its part unless taken or suffered in bad faith, in willful disregard of this contract or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred under in connection with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this Section contract or involving gross negligence on the part of Escrowee. Escrowee has acknowledged agreement to these provisions by signing in immediately available funds upon demand by the Investorplace indicated on the signature page of this contract. Nothing herein If Escrowee is Purchaser's attorney, Escrowee or any member of its firm shall limit the Investor's right be permitted to pursue actual damages act as counsel for the Company's failure to issue and deliver the Securities Purchaser in any dispute as to the Investor, except that such late payments shall offset disbursement of the Downpayment or any such actual damages incurred by other dispute between the Investor, parties whether or not Escrowee is in possession of the Downpayment and any Open Market Adjustment Amount, continues to act as set forth belowEscrowee.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORIf a schedule of service, maintenance, supply and management contracts ("Service Contracts") is attached hereto, such schedule lists all such contracts affecting the Premises, and the information set forth therein is accurate as of the date set forth therein or, if no date is set forth therein, as of the date hereof. If a copy of a certificate of occupancy for the Premises has been exhibited to and initialed by Purchaser or its representative, such copy is a true copy of the original and such certificate has not been amended, but Seller makes no representation as to compliance with any such certificate. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date assessed valuation and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount real estate taxes set forth in Schedule C, if any, are the assessed valuation of the Premises and the taxes paid or payable with respect thereto for the fiscal year indicated in such schedule. Except as otherwise set forth in Schedule C, there are no tax abatements or exemptions affecting the Premises. Intentionally omitted. Seller has no actual knowledge that any incinerator, boiler or other burning equipment on the Premises is being operated in violation of applicable law. If copies of a certificate or certificates of operation therefor have been exhibited to and initialed by Purchaser or its representative, such copies are true copies of the originals. Except as otherwise set forth in Schedule C, Seller has no actual knowledge of any assessment payable in annual installments, or any part thereof, which has become a lien on the Premises. Seller is not a "foreign person" as defined in the Code Withholding Section 2(B(FIRPTA). In lieu of delivering physical certificates representing Seller is a New York limited liability company that has been duly organized and is validly and presently existing in good standing under the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request laws of the Investorstate of its formation. Seller has taken all necessary action to authorize the execution, delivery and performance of this contract and has the Company shall use power and authority to execute, deliver and perform this contract and consummate the transaction contemplated hereby. Assuming due authorization, execution and delivery by each other party hereto, this contract and all commercially reasonable efforts to cause its transfer agent to electronically transmit obligations of Seller hereunder are the Securities by crediting the account legal, valid and binding obligations of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateSeller, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) enforceable in accordance with the following schedule terms of this contract, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (where “Noregardless of whether such enforceability is considered in a proceeding in equity or at law). The execution and delivery of Days Late” this contract and the performance of its obligations hereunder by Seller will not conflict with any provision of any law or regulation to which Seller is defined as subject or any agreement or instrument to which Seller is a party or by which it is bound or any order or decree applicable to Seller or result in the number creation or imposition of trading days beyond any lien on any of Seller's assets or property which would materially and adversely affect the ability of Seller to carry out the terms of this contract. Seller has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery or performance by Seller of this contract. There are no pending proceedings or appeals to correct or reduce the assessed valuation of the Premises, and to Seller's knowledge, there is no litigation pending or threatened against Seller relating to the Premises that would reasonably be expected to materially adversely affect the Premises or Seller's ability to perform pursuant to the terms of this Agreement To Seller's knowledge, there is no pending or threatened condemnation of all or any material part of the Premises. Seller shall give Purchaser written notice of any such proceeding or action of which it becomes aware. Seller has not granted to any person or entity any right of first refusal or option to acquire the Premises or any part thereof or any interest therein, except for the option to purchase granted to Purchaser pursuant to the terms of the Lease. For purposes of this Section, the phrase to Seller's knowledge" shall mean the actual knowledge of________________ without any special investigation. The representations and warranties made by Seller in this contract shall be deemed restated and shall be true and accurate on the Closing Date. Acknowledgments, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue Representations and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.Warranties of Purchaser Purchaser acknowledges that:

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORFollowing the occurrence and during the continuance of any Event of Default, all of Borrower’s Obligations shall, without notice or demand, become immediately due and payable at Lender’s option. The closing Thereafter, all amounts outstanding shall bear interest at the rate of an additional three percent (3.00%) per annum in excess of the Rate (the “Default Rate”). Lender may, upon the occurrence of an Event of Default, cease making Advances or extending credit to or for the benefit of Borrower under this Agreement, the Loan Documents, or any other agreement between Borrower and Lender. Lender may, upon the occurrence of an Event of Default, revoke Borrower’s right to sell Inventory free and clear of Lender’s security interest therein. Upon the occurrence of any such Event of Default Lender may immediately, or at any time or times thereafter, without any demand or notice to Borrower or any Guarantor and without advertisement or notice, all of which are expressly waived, commence an action for the recovery of any and all such Obligations, commence proceedings, without giving any warranties of merchantability, fitness for purpose, title or similar warranty, to sell, lease or otherwise dispose of any and all Collateral covered by this Agreement and by all security agreements given or caused to be given by Borrower to Lender or, without legal proceedings, enter such places as any of such Collateral may be found and take possession of such Collateral and sell the same. Effective following and during the continuance of an Event of Default, Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and Borrower’s rights under all licenses shall inure to Lender’s benefit. Such Collateral may be sold where it is located at the time of the Event of Default, or elsewhere, at public or private sale, for cash, upon credit or otherwise at Lender’s sole option and discretion. With respect to any of Borrower’s owned Premises, effective following and during the continuance of an Event of Default, Borrower hereby grants Lender a license to enter into possession of such Premises and to occupy the same, without charge, for up to one hundred twenty (120) days in order to exercise any of Lender’s rights or remedies provided herein or in any of the other Loan Documents, at law, in equity, or otherwise. Lender and Borrower waive any requirements that such property be physically present at the place of sale. Lender shall provide Borrower such notice of any private or public sale as may be reasonable. Lender has no obligation to clean up or otherwise prepare the Collateral for sale. Lender may specifically disclaim any warranties of title or any similar warranty. Any person, including Lender, may purchase at any such sale, free from any right of redemption which is expressly waived by Borrower, and if Lender is the purchaser, may turn all or part of any of Borrower’s indebtedness to Lender in toward payment of the purchase price. The proceeds of any such sale or other disposition shall be applied, first to all expenses of setting all liens and claims against, and all costs, charges and expenses incurred in taking, removing, holding, repairing and selling such Collateral, including without limitation, all attorneys’ fees and costs incurred by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing DateLender, (I) the Company shall deliver and second, to the Investor pursuant payment of all Obligations, whether due, or to become due, and whether arising under this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) systemAgreement or otherwise. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage surplus, if any, shall be delivered to the InvestorBorrower. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeBorrower shall pay any deficiency forthwith.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen ten (1510) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORDuring the Term, Landlord will maintain books of account which will be open to Tenant and its representatives at all reasonable times so that Tenant can determine that such Uncontrollable Costs have, in fact, been paid or incurred; provided, however, that Tenant will not be permitted to perform any such inspection and/or audit more than 1 time in any rolling 12 calendar month period. The closing Tenant’s representatives mean only (i) Tenant’s employees or (ii) a Certified Public Accounting firm, and neither Tenant’s employees nor any Certified Public Accounting firm will be permitted to perform such inspection and/or audit on a contingency basis. At Landlord’s request, Tenant and Tenant’s Certified Public Accounting firm will execute a confidentiality agreement reasonably acceptable to Landlord prior to any examination of the purchase by the Investor Landlord’s books and records. If Tenant disputes any one or more of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datesuch charges, (I) the Company shall deliver Tenant will attempt to the Investor pursuant to this Agreementresolve such dispute with Landlord, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent if such dispute is not satisfactorily settled between Landlord and Tenant within 30 days, then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investoreither party, the Company shall use all commercially dispute will be referred to an independent certified public accountant to be mutually agreed upon to arbitrate the dispute, and if such an accountant cannot be agreed upon, the American Arbitration Association may be asked by either party to select an arbitrator, whose decision on the dispute will be final and binding upon both parties, which will jointly share any cost of such arbitration. If it is determined that Tenant has overpaid or underpaid, as may be applicable, by more than 3% of Tenant’s Share of Uncontrollable Costs, Landlord will pay Tenant’s actual and reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account costs for such audit; provided, however, that in no event will Landlord be obligated pay Tenant more than $2,500.00 for such audit. Pending resolution of the Investor's prime broker (as specified dispute, Tenant will pay to Landlord the sum so billed by the Investor within a reasonable period in advance of the Investor's notice) with DTC through Landlord, subject to its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, ultimate resolution as set forth belowabove. The arbitration mechanism set forth above will be the sole process available to resolve such disputes.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen ten (1510) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing (a) Neither Landlord nor any Superior Lessor shall be liable or responsible for, and Tenant hereby releases Landlord and each Superior Lessor from, all liability and responsibility to Tenant and any Person claiming by, through or under Tenant, by way of subrogation or otherwise, for any injury, loss or damage to any person or property in or around the Demised Premises or to Tenant’s business irrespective of the purchase cause of such injury, loss or damage, and Tenant shall require its insurers to include in all of Tenant’s insurance policies which could give rise to a right of subrogation against Landlord or any Superior Lessor a clause or endorsement whereby the insurer waives any rights of subrogation against Landlord and such Superior Lessors or permits the insured, prior to any loss, to agree with a third party to waive any claim it may have against said third party without invalidating the coverage under the insurance policy. (b) Tenant shall not be liable or responsible, and Landlord hereby releases Tenant from, all liability and responsibility to any insurer of Landlord claiming by, through or under Landlord, by way of subrogation, for any injury, loss or damage to any person or property in or around the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver Building or to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name Landlord’s business irrespective of the Investor; cause of such injury, loss or damage, and (II) Landlord shall require its insurers to include in all of Landlord’s insurance policies which could give rise to a right of subrogation against Tenant a clause or endorsement whereby the Investor shall deliver insurer waives any rights of subrogation against or permits .the insured, prior to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such any loss, to agree with a third party to waive any claim it may have against said third party without invalidating the Company agrees to make payments to coverage under the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeinsurance policy.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORWith respect to a Hilton Individual Property, in the event no leasehold mortgage is in place at a Hilton Individual Property and so long as a Tenant maintains property insurance coverage (1) as required under the Leased Fee Lease with respect to such Individual Property and (2) which satisfies the insurance requirements of this Section 7.1 with respect to such Hilton Individual Property (except that a $500,000 property and terrorism deductible under the master program maintained by Hilton Worldwide Holdings Inc. shall be acceptable to Lender), Borrower may, but shall not be required to, maintain property insurance insuring the improvements at the Individual Property, it being understood that the applicable Tenant’s property insurance will serve as primary insurance and shall be deemed to satisfy the requirements herein. Notwithstanding anything to the contrary contained herein, (A) with respect to the Individual Property known as The closing Bxxxxxx Apartments, Borrower’s obligation to maintain the coverages required pursuant to Sections 7.1(a)(i), (iii), (iv), (vi), (vii), and (viii) herein with respect to such Individual Property (and the provisions of the purchase by the Investor of Shares (a “Closing”7.1(b)-(j) with respect to such coverages) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, be suspended for so long as (I) the Company shall deliver no Leased Fee Lease Termination Period has occurred and is continuing with respect to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; Individual Property and (II) Borrower shall cause the Investor shall deliver Tenant under such Individual Property known as The Bxxxxxx Apartments to maintain the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified insurance required by the Investor within a reasonable period in advance Leased Fee Lease as of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage and (B) with respect to the Investor. After following Individual Properties known as: Northside Forsyth Hospital Medical Center, One Ally Center, Dallas Market Center: Marriott Courtyard, Dallas Market Center: Sheraton Suites, NASA/JPSS Headquarters and Lock-Up Self-Storage Facility, Borrower’s obligation to maintain the Effective Datecoverages required pursuant to Sections 7.1(a)(i), (iii), (iv), (vi), (vii), and (viii) herein with respect to such Individual Properties (and the provisions of 7.1(b)-(j) with respect to such coverages) shall be suspended for so long as compensation (I) no Leased Fee Lease Termination Period has occurred and is continuing with respect to such Individual Property and (II) Borrower shall cause the Investor for Tenants under each such loss, Individual Properties to maintain the Company agrees to make payments to insurance required by the Investor for late issuance Leased Fee Lease as of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, it being understood that, with respect to clause (B)(II) hereof only, if Tenant does not maintain the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand insurance required by the Investor. Nothing herein Leased Fee Lease as of the Closing Date, Borrower shall limit only be required to purchase property insurance at the Investor's right to pursue actual damages for the Company's failure to issue Individual Property in which Borrower has an insurable interest and deliver the Securities to the Investor, except that can purchase such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowproperty insurance coverage at commercially reasonable rates.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Notwithstanding anything to the contrary set forth above, Lessee may assign this Lease in its entirety or sublease all or any portion of the purchase by Premises without the Investor prior written consent of Shares Lessor to (1) an Affiliate (as defined below) of Lessee, (2) any partnership, corporation or other business entity into or with which Lessee shall be merged, converted or consolidated or to which substantially all of Lessee's assets may be transferred, or (3) a “Closing”) shall occur on the date partnership, corporation or other business entity which is no later than fifteen a direct successor to Lessee owning substantially all of Lessee's business and assets provided that, in connection with any assignment or subletting described in clauses (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”1). On each Closing Date, (I2) and (3) of this Section, (a) Lessee shall have notified Lessor in writing prior to such assignment or subletting, (b) at the time thereof no Breach (as defined in Section 13.1 below) has occurred and is continuing, (c) the Company proposed transferee shall deliver to Lessor a written agreement whereby it expressly assumes all of the Investor pursuant to Lessee's obligations under this AgreementLease; provided, certificates representing however, that any sublessee of less than all of the Shares to space in the Premises shall be issued liable only for obligations under this Lease that are properly allocable to the Investor on space subject to the applicable assignment or subletting (excluding, however, any obligation to pay rent due hereunder), and (d) in case of an assignment or subletting in connection with a transaction such date as those described in clauses (2) and registered in (3) of this Section, Lessee shall have provided Lessor with evidence reasonably acceptable to Lessor that the name proposed assignee/sublessee has a demonstrable net worth not less than the net worth of Lessee as of the Investor; and date of such assignment of subletting. Any assignment or subletting permitted without Lessor's prior written consent as provided above shall not release Lessee from any of its obligations (IIincluding, without limitation, its obligation to pay Rent) under this Lease. For the Investor purposes of this Section, the term "LESSEE" shall deliver also mean a permitted assignee or sublessee or the initial Lessee named in this Lease. As used herein, the term "AFFILIATE" shall mean a person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the party in question. The term "CONTROL", as used in this Section, means, with respect to an entity that is a corporation, the right to the Company the Purchase Price to be paid for such Sharesexercise, based on the Put Amount set forth in Section 2(B). In lieu directly or indirectly, of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request more than 50% of the Investorvoting rights attributable to the shares of the controlled corporation and, with respect to an entity that is not a corporation, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account possession, directly or indirectly, of the Investor's prime broker (as specified by power to direct or cause the Investor within a reasonable period in advance direction of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in management or policies of the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativecontrolled entity.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORELECTRIC 12. Rates and conditions in respect to submetering or rent or rent CURRENT: conclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation and Tenant may not use any electrical equipment which, in Owner's opinion, reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The closing change at any time of the purchase by character of electric service shall in no wise make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. ACCESS TO 13. Owner or Owner's agents shall have the Investor right (but shall PREMISES: not be obligated) to enter the demised premises in any emergency at any time, and, at other reasonable times to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of Shares (a “Closing”) shall occur on the date building or which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing DateOwner may elect to perform, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Sharespremises, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the CompanyTenant's failure to issue make repairs or perform any work which Tenant is obligated to perform under this lease, or for the purpose of complying with laws, regulations and deliver other directions of governmental authorities. Tenant shall permit Owner to use and maintain and replace pipes and conduits in and through the Securities demised premises and to erect new pipes and conduits therein, provided they are within the Investorwalls above the dropped ceiling, if any or furred against the walls or columns. (a) Such work shall be performed during hours that Tenant is not open for business (except that in emergencies) unless Tenant, in the exercise of its discretion shall otherwise agree. (b) Owner shall be liable for all loss, damage, or injury to persons or property resulting therefrom and shall indemnify and hold Tenant harmless from all claims, losses, costs, expenses and liability, including reasonable attorney's fees, arising therefrom. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting and eviction nor shall the Tenant be entitles to any abatement of rent while such late payments work is in progress nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall offset any such actual damages incurred by have the Investorright to enter the demises premises at reasonable hours for the purpose of showing the same to prospective purchasers or mortgages of the building, and during the last six months of the term for the purpose of showing the same to prospective tenants and may, during said six months period, place upon the premises the usual notice "To Let and "For Sale" which notices Tenant shall permit to remain thereon without molestation. If Tenant is not present to open and permit an entry into the premises, Owner or Owner's or agents may enter the same whenever such entry may be necessary, by reason of, an emergency, by master key or forcibly and provided reasonable care is exercised to safeguard Tenant's property and such entry shall not render Owner or its agents liable therefore, nor in any Open Market Adjustment Amountevent shall the obligations of Tenant hereunder be affected. Owner shall have the right at any time, as set forth belowwithout the same constituting an evection and without incurring liability to Tenant therefore to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, or other public parts of the building and to change the name, number or designation by which the building may be known.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver Prior to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with Purchaser and Purchaser’s agents or employees shall have the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 right to enter upon the Property from time to time to conduct such inspections, tests, studies, surveys and site planning as Purchaser may deem necessary (collectively, the “Inspections”), provided that prior to any such entry Purchaser shall obtain Seller’s written authorization to enter upon the Property (which authorization may be requested and delivered via email) and shall notify Seller (which notice may be delivered via email) of (a) the purpose of such entry, (b) the location of any sampling or work to be performed, and (c) the time such sampling or work shall occur. Purchaser and/or its agents, representatives, contractors, subcontractors and consultants shall be adequately insured regarding such sampling or work. Seller shall grant Purchaser’s reasonable requests for each Business Day late beyond 10 days The Company entry upon the Property, subject to the consent of the State under the State PSA (Seller hereby agreeing to use best efforts to promptly obtain same, if required), provided that Purchaser shall make leave the Property in substantially the same or better condition as it was prior to the entry thereon by Purchaser or its agents or employees or, in the event of any payments incurred under damage to the Property caused by Inspections, Purchaser shall repair and restore the Property substantially to its prior condition. Purchaser agrees to indemnify and hold harmless Seller from any loss or damage to persons or property, any mechanics’ or materialmen’s’ liens filed, including reasonable attorneys’ fees ( collectively, the “Inspection Claims”), arising out of the entry upon the Property or the State Fair Parking Property by Purchaser, its agents or employees, or arising out of the Inspections that Purchaser, its agents or employees may conduct pursuant to this Section 6.1; provided, however, in immediately available funds no event will Purchaser be liable for (i) any pre-existing conditions merely discovered by Purchaser, and/or its agents, representatives, contractors, subcontractors and consultants, (ii) Seller’s breach of this Agreement and/or the State PSA, and/or (iii) any Inspection Claims arising out of the entry upon demand the Property by Seller, its agents or employees, or arising out of any inspections, examinations, tests or the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities like that Seller, its agents or employees may conduct prior to the InvestorClosing Date. If Purchaser desires to perform any Inspections on the State Fair Parking Property prior to the Closing Date, except that such late payments then Seller shall offset any such actual damages incurred by use commercially reasonable best efforts to obtain the Investor, and any Open Market Adjustment Amount, as set forth belowState’s consent to same.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing At any time and from time to time within ten (10) Business Days after notice to Tenant or Landlord given by the other, or to Tenant given by a Lessor or Mortgagee, Tenant or Landlord, as the case may be, shall, without charge, execute, acknowledge and deliver a statement in writing addressed to such party as Tenant, Landlord, Lessor or Mortgagee, as the case may be, may designate, in form satisfactory to Tenant, Landlord, Lessor or Mortgagee, as the case may be, certifying all or any of the purchase by following: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the Investor of Shares modifications); (a “Closing”ii) shall occur on whether the date Term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if so, the dates to which is no later than fifteen they have been paid; (15iii) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datewhether or not, (I) the Company shall deliver to the Investor pursuant best knowledge of the signer of such certificate, Landlord is in default in performance of any of the terms of this Lease and, if so, specifying each such event of default of which the signer may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) either that Tenant does not know of any Tenant default in the performance of any provision of this Lease or specifying the details of any default of which Tenant may have knowledge and stating what action Tenant is taking or proposes to this Agreementtake with respect thereto; (vii) that, certificates representing the Shares to be issued to the Investor on knowledge of Tenant, there are no proceedings pending or threatened against Tenant before or by any court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition or operations of Tenant or, if any such date proceedings are pending or threatened to the knowledge of Tenant, specifying and registered in describing the name of the Investorsame; and (IIviii) such further information with respect to this Lease or the Investor shall deliver to the Company the Purchase Price to Premises as Landlord may reasonably request or Lessor or Mortgagee may require; it being intended that any such statement delivered pursuant hereto may be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, relied upon request by any prospective purchaser of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account Real Property or any part thereof or of the Investor's prime broker (as specified interest of Landlord in any part thereof, by the Investor within a reasonable period in advance any Mortgagee or prospective Mortgagee, by any Lessor or prospective Lessor, by any tenant or prospective tenant of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance Real Property or any part thereof, or by any prospective assignee of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance any Mortgage or by any assignee of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeTenant.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Seller shall promptly (and in any event not later than two (2) Business Days following receipt of notice thereof by Seller or Seller otherwise becoming aware thereof) deliver to Buyer (i) notice of the purchase by the Investor occurrence of Shares (a “Closing”A) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Dateany Material Adverse Change, (IB) the Company shall deliver occurrence of any default under any material agreement, contract or other instrument to which Seller or Guarantor is a party; provided that with respect to Guarantor the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered default in the name question is in excess of $1,000,000 or any acceleration of the Investor; and maturity of any material indebtedness owing by Seller or Guarantor, provided that with respect to Guarantor the material indebtedness is in excess of $1,000,000, (IIC) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investorcommencement of, and any Open Market Adjustment Amountmaterial determination in, any litigation with any third party or any proceeding before any Governmental Authority affecting Seller or Guarantor which could reasonably be expected to result in a Material Adverse Change, (D) Seller’s receipt of any written notice of the occurrence of an event of default under any Purchased Asset Documents, (E) Seller’s receipt of any written notice of any Environmental Complaint or any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in each case with regard to a Purchased Asset in connection with: (1) the non-compliance with or violation of the requirements of any Environmental Law or any permit issued under any Environmental Law; (2) the release or threatened release of any Hazardous Material into the environment; (3) the existence of any Environmental Lien on any Mortgaged Property or assets of such Underlying Obligor; (4) any material remedial action taken by any Underlying Obligor in response to any order, consent decree or judgment of any Governmental Authority or any Environmental Liability; or (5) the listing of any of such Mortgaged Properties on CERCLIS to the extent that Seller obtains knowledge of such listing and (ii) any other information with respect to the Purchased Assets as set forth belowmay be reasonably requested by Buyer from time to time.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing No amendment, modification, termination or waiver shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase the principal amount of any Lender's Commitment (which action shall be deemed to directly affect all Lenders; (ii) reduce the principal of, rate of interest on (other than a reduction from the Default Rate to the interest rate that would have been applicable to such Obligations in the event the Agent or Requisite Lenders had not elected to impose the Default Rate) or Fees payable with respect to any Loan or Letter of Credit Obligations of any affected Lender; (iii) extend any scheduled payment date (other than payment dates of mandatory prepayments under Section 1.3(b)(ii)-(iii)) or final maturity date of the purchase by the Investor principal amount of Shares any Loan of any affected Lender; (a “Closing”iv) shall occur on the date which is no later than fifteen waive, forgive, defer, extend or postpone any payment of interest or Fees as to any affected Lender; (15v) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Daterelease any Guaranty or, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered except as otherwise permitted herein or in the name other Loan Documents, release, or permit any Credit Party to sell or otherwise dispose of, any Collateral with a value exceeding $5,000,000 in the aggregate (which action shall be deemed to directly affect all Lenders); (vi) change the percentage of the InvestorCommitments or of the aggregate unpaid principal amount of the Loans that shall be required for Lenders or any of them to take any action hereunder; and (IIvii) amend or waive this Section 11.2 or the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request definition of the Investorterm "Requisite Lenders", insofar as such definition affects the Company substance of this Section 11.2. Furthermore, no amendment, modification, termination or waiver affecting the rights or duties of Agent or L/C Issuer under this Agreement or any other Loan Document shall use all commercially reasonable efforts be effective unless in writing and signed by Agent or L/C Issuer, as the case may be, in addition to cause its transfer agent Lenders required hereinabove to electronically transmit take such action. Each amendment, modification, termination or waiver shall be effective only in the Securities by crediting specific instance and for the account specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for Agent to take additional Collateral pursuant to any Loan Document. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Investor's prime broker (as specified by the Investor within a reasonable period holder of that Note. No notice to or demand on any Credit Party in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) systemany case shall entitle such Credit Party or any other Credit Party to any other or further notice or demand in similar or other circumstances. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateAny amendment, as compensation to the Investor for such lossmodification, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) termination, waiver or consent effected in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds 11.2 shall be binding upon demand by each holder of the Investor. Nothing herein shall limit Notes at the Investor's right to pursue actual damages for time outstanding and each future holder of the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowNotes.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. (i) The closing Shipowner will cause all policies and certificates of entry with respect to insurance required hereby for each Vessel to contain a loss payable clause which shall be on substantially the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount terms set forth in Schedule III hereto, in the case of all marine and war risk hull and machinery (including excess values) policies, and the terms set forth in Schedule III hereto (or, if such terms are not obtainable, then such terms as shall, in the opinion of the broker referred to in Section 2(B1.15(f)(iii) below be the best otherwise attainable). In lieu , in the case of delivering physical certificates representing all protection and indemnity and liability and oil pollution liability insurance, and which shall: (A) in the Securities case of protection and provided indemnity insurance, provide for payment to the Shipowner or its order unless the payment is to indemnify the Mortgagee from or reimburse the Mortgagee for any loss, damage or expense incurred by it or unless and until the insurers or associations receive notice from the Mortgagee that the Company's transfer agent then Shipowner is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programdefault hereunder, upon request in which event all payments shall be made to the Mortgagee, provided, that the insurer may in all events make payments directly to third parties to whom liability has been established in discharge of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified guaranties issued by the Investor within a reasonable period in advance of insurer or claims against the Investor's noticeShipowner or insurer, and (B) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance case of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Dateall other insurance, as compensation to the Investor provide for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) payment in accordance with the following schedule terms of subsection (where “No. d) of Days Late” is defined as this Section 1.15. (ii) In addition, the number Shipowner will, at its cost and expense, (a) assign to the Collateral Agent, by an Assignment of trading days beyond Insurances, all of the Closing DateShipowner’s right, title and interest in and to each policy and contract of insurance (including all entries in protection and indemnity or war risk associations) with respect to the insurance required hereby and furnish, or cause its brokers to furnish, written notice of such assignment to all insurers, underwriters, clubs and associations with respect to such insurance, and (b) cause the insurance brokers and club managers to hold to the order of the Mortgagee the originals of all policies, contracts, binders, insurance slips, cover notes and certificates of entry relating to the Vessels and to deliver certified copies thereof on request and to execute and deliver to the Mortgagee a letter of undertaking in connection with the Amounts being cumulativeabove mentioned insurances and entries.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing In the event of the purchase liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Investor Company or (ii) any prospective target business with which the Company has entered into a written letter of Shares intent, confidentiality or other similar agreement or Business Combination agreement (a “ClosingTarget”); provided, however, that such indemnification of the Company by the Indemnitor shall (x) shall occur apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the date Trust Account which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datemay be withdrawn to pay taxes, (Iy) the Company shall deliver not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered monies held in the name Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under the Company’s indemnity of the Investor; and (II) Underwriters against certain liabilities, including liabilities under the Investor Securities Act of 1933, as amended. The Indemnitor shall deliver have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company the Purchase Price to be paid for such Sharesif, based on the Put Amount set forth in Section 2(B). In lieu within 15 days following written receipt of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request notice of the Investorclaim to the Indemnitor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, Indemnitor notifies the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativewriting that it shall undertake such defense.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Lender shall manage all aspects of the purchase by Syndication of the Investor Loan, including decisions as to the selection of Shares institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Co-Lenders and the amount and distribution of fees among the Co-Lenders. To assist Lender in its Syndication efforts, Xxxxxxxx agrees promptly to prepare and provide to Lender all information with respect to Borrower, Manager, Sponsor, Guarantor, any SPE Component Entity (a if any), the Collateral and the Properties contemplated hereby, including all financial information and projections (the “ClosingProjections”) shall occur and information regarding material Tenants and Leases and any necessary authorization to disclose such information to syndication and/or participation parties, in each case, as Lender may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information other than the Projections (the “Information”) that has been or will be made available to Lender by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, Lender, the Co-Lenders and, if applicable, the Rating Agencies, may use and rely on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date Information and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeProjections without independent verification thereof.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORFrom time to time, within two (2) Business Days of Cash Management Agent’s receipt of an Insurance Trigger Notice from Agent, Cash Management Agent shall disburse available funds on deposit in the IMH Collection Account constituting Insurance Restricted Cash to Agent in the event (i) Agent has determined that the title insurance company has a defense to payment of Defense Costs and funds are required for payment of same, and/or (ii) funds are required for the litigation and defense costs and expenses of Borrower or any affiliate of Borrower which are not covered as Defense Costs and thus excluded from coverage (including, by way of example and without limitation, premiums for appeal, fees associated with criminal proceedings and loss of earnings of any employee of any insured). The closing No such instruction may be initiated by Agent or remain in effect following the earliest to occur of the purchase by following (i) the Investor full and complete settlement or LEGAL_US_E # 100848581.7 dismissal (in each instance, with prejudice and non-appealable) of Shares the Delaware Litigation, the Arizona Litigation and any other then-pending shareholder litigation, (a “Closing”ii) the insurance carriers of Borrower and any affiliate of Borrower shall have funded in full all remaining litigation and defense costs and expenses of Borrower and any affiliate of Borrower in connection with or related to the Delaware Litigation, the Arizona Litigation or any other then pending shareholder lawsuits (subject to applicable deductibles) or (iii) expenditures of Five Million Dollars and No/100 ($5,000,000) shall occur have been actually paid by or on behalf of Borrower or any affiliate of Borrower (other than any advances by Agent, Lender or the date which is no later than fifteen (15title insurance company) Trading Days in respect of ongoing litigation and defense costs and expenses of Borrower or any affiliate of Borrower in connection with or related to the Delaware Litigation, the Arizona Litigation or any other shareholder lawsuits. Promptly following the applicable Put Notice Date occurrence of one these events, any Insurance Restricted Cash that has not been applied (each a “Closing Date”). On each Closing Date, (Iif any) the Company shall deliver to ongoing litigation and defense costs and expenses of Borrower or any affiliate of Borrower in connection with or related to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorDelaware Litigation, the Company Arizona Litigation or any other shareholder lawsuits shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativebe unrestricted.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing that if Tenant shall faithfully perform all of the purchase covenants and agreements contained in this Lease on the part of the Tenant to be performed, and provided there exists no default by Tenant hereunder, the Security Deposit or any then remaining balance thereof, shall be returned to Tenant, without interest, within thirty (30) days after the expiration of the Term, provided that subsequent to the expiration of this Lease, Landlord may retain from the Security Deposit (i) an amount reasonably estimated by Landlord to cover potential Operating Expense reconciliation payments due with respect to the calendar year in which this Lease terminates or expires (such amount so retained shall not, in any event, exceed ten percent (10%) of estimated Operating Expense payments due from Tenant for such calendar year through the date of expiration or earlier termination of this Lease and any amounts so retained and not applied to such reconciliation shall be returned to Tenant within thirty (30) days after Landlord's delivery of the Statement for such calendar year), and (ii) any and all amounts reasonably estimated by Landlord to cover the anticipated costs to be incurred by Landlord to remove any signage provided to Tenant under this Lease and to repair any damage caused by such removal (in which case any excess amount so retained by Landlord shall be returned to Tenant within thirty (30) days after such removal and repair). Tenant hereby waives any and all provisions of law, now or hereafter in effect in the State in which the Building is located or any local government authority or agency or any political subdivision thereof, that limit the types of defaults for which a landlord may claim sums from a security deposit, it being agreed that Landlord, in addition, may claim those sums specified in this Article 24 above and/or those sums reasonably necessary to compensate Landlord for any other loss or damage, caused by the Investor acts or omissions of Shares (Tenant or any officer, employee, agent, contractor or invitee of Tenant. Tenant further covenants that it will not assign or encumber the money deposited herein as a “Closing”) Security Deposit and that neither Landlord nor its successors or assigns shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities bound by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investorassignment, and any Open Market Adjustment Amountencumbrance, as set forth belowattempted assignment or attempted encumbrance.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORFIRE OR CASUALTY PARAGRAPH 13 In the event the Premises, or access to them, are wholly or partially destroyed by fire or other casualty covered by the form of fire and extended coverage insurance required to be maintained by Landlord hereunder, Landlord shall rebuild, repair or restore the Premises and access thereto to substantially the same condition as when the same were furnished to Tenant, excluding any improvements installed by Tenant, and the Lease shall continue in full force and effect. The closing In the event, however, that the Building is so damaged or destroyed to the extent of more than one-third of its replacement cost and less than two (2) years remain in the term of the purchase Lease, or the Building is damaged to the extent of ten percent (10%) of its replacement cost or more by a casualty not covered by Landlord's fire and extended coverage insurance policy, Landlord may elect to terminate this Lease in lieu of so restoring the Investor Premises. Landlord shall in no event be obligated to make any repairs or replacement of Shares (a “Closing”) any items other than those items installed by or at the expense of Landlord. If the Premises are rendered totally untenantable, rent shall occur on proportionately abatx xxxing the period of reconstruction. Tenant agrees that the provisions of this Lease shall govern any damage or destruction and shall accordingly supersede any contrary statute or rule of law. EMINENT DOMAIN PARAGRAPH 14 In case the whole of the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, either Tenant or Landlord may terminate this Lease effective as of the date which possession is no later than fifteen (15) Trading Days following required to be surrendered to said authority. Except as provided herein, Tenant shall not because of such taking assert any claim against Landlord or the applicable Put Notice Date (each a “Closing Date”)taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. On each Closing DateIn such event, (I) the Company shall deliver Landlord shall, to the Investor pursuant extent of the award paid to this AgreementLandlord, certificates representing promptly proceed to restore the Shares Premises to substantially their condition prior to such partial taking, and a proportionate allowance shall be issued made to Tenant for the rent corresponding to the Investor on such date time during which, and registered in to the name part of the Investor; Premise of which, Tenant shall be so deprived on account of such taking and (II) restoration. Nothing contained in this Paragraph 14 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investortaking authority for, the Company shall use all commercially reasonable efforts taking of personal property and fixtures belonging to cause its transfer agent to electronically transmit Tenant or for relocation or business interruption expenses recoverable from the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativetaking authority.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAdditional War Expenses 34. If the vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war. Charterers shall reimburse Owners for any additional insurance premia, crew bonuses and other expenses which are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of such expenses as soon as practicable and in any event before such expenses are incurred, and provided further that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of am claims by Owners under their war risk insurance arising out of compliance with such orders. (a) The closing master shall not be required or bound to sign bills of lading for any place which in his or Owners’ reasonable opinion is dangerous or impossible for the vessel to enter or reach owing to any blockade. war, hostilities, warlike operations, civil war, civil commotions or revolutions. (b) If in the reasonable opinion of the purchase master or Owners it becomes, for any of the reasons set out in Clause 35(a) or by the Investor operation of Shares international law. dangerous, impossible or prohibited for the vessel to reach or enter, or to load or discharge cargo at, any place to which the vessel has been ordered pursuant to this charter (a “Closing”) place of peril”).,then Charterers or their agents shall occur on be immediately notified by telex or radio messages, and Charterers shall thereupon have the date which right to order the cargo. or such part of it as may be affected, to be loaded or discharged, as the case may be. at any other place within the trading limits of this charter (provided such other place is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each not itself a “Closing Date”place of peril). On each Closing DateIf any place of discharge is or becomes a place of peril, and no orders have been received from Charterers or their agents within 48 hours after dispatch of such messages, then Owners shall be at liberty to discharge the cargo or such part of it as may be affected at any place which they or the master may in their or his discretion select within the trading limits of this charter and such discharge shall be deemed to be due fulfilment of Owners’ obligations under this charter so far as cargo so discharged is concerned. (Ic) The vessel shall have liberty to comply with am’ directions or recommendations as to departure. arrival, routes, ports of cal], stoppages, destinations, zones, waters, delivery or in any other wise whatsoever given by the Company government of the state under whose flag the vessel sails or any other government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority including any de facto government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority or by any committee or person having under the terms of the war risks insurance on- the vessel the right to give any such directions or recommendations. If by reason of or in compliance with any such directions or recommendations anything is done or is not done. such shall deliver not be deemed a deviation. If by reason of or in compliance with any such direction or recommendation the vessel does not proceed to the Investor any place of discharge to which she has been ordered pursuant to this Agreementcharter, certificates representing the Shares vessel may proceed to any place which the master or Owners in his or their discretion select and there discharge the cargo or such part of it as may be affected. Such discharge shall be deemed to be due fulfilment of Owners’ obligations under this charter so far as cargo so discharged is concerned. Charterers shall procure that all bills of lading issued under this charter shall contain the Chamber of Shipping War Risks Clause 1952. Both to Blame Collision Clause 36. If the Investor on such date and registered liability for any collision in which the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price vessel is involved while performing this charter falls to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) determined in accordance with the laws of the United States of America, the following schedule (provision shall apply: “If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the owners of the cargo carried hereunder will indemnify the carrier against all loss. or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of. or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and set off, recovered or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.” “The foregoing provisions shall also apply where the owners, operators or those in charge of am’ ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or contact.” Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the foregoing terms to be applicable where the liability for any collision in which the vessel is involved falls to be determined in accordance with the laws of the United States of America. New Jxxxx Clause 37. General average contributions shall be payable according to the York/Antwerp Rules. 1974 as amended in 1994, and shall be adjusted in London in accordance with English law and practice but should adjustment be made in accordance with the law and practice of the United States of America, the following provision shall apply: “NoIn the event of accidents, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not. for which, or for the consequence of Days Latewhich, the carrier is not responsible by statute, contract or otherwise, the cargo, shippers. consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.” “If a salving ship is defined owned or operated by the carrier. salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the number carrier or his agents may deem sufficient to cover the estimated contribution of trading days beyond the Closing Datecargo and any salvage and special charges thereon shall, if required, be made by the cargo, shippers. consignees or owners of the cargo to the carrier before delivery.” Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the foregoing terms, to be applicable where adjustment of general average is made in accordance with the Amounts being cumulativelaws and practice of the United States of America.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAt any time and from time to time within ten (10) days after notice to Tenant or Landlord given by the other, or to Tenant given by a Lessor or Mortgagee (which ten (10) day period is not subject to any notice and cure periods otherwise provided in this Lease), Tenant or Landlord, as the case may be, shall, without charge, execute, acknowledge and deliver a statement in writing addressed to such party as Tenant, Landlord, Lessor or Mortgagee, as the case may be, may designate, in form satisfactory to Tenant, Landlord, Lessor or Mortgagee, as the case may be, certifying all or any of the following: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); (ii) whether the Term has commenced and Fixed Rent and Additional Rent have become payable hereunder and, if so, the dates to which they have been paid; (iii) whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in performance of any of the terms of this Lease and, if so, specifying each such event of default of which the signer may have knowledge; (iv) whether Tenant has accepted possession of the Premises; (v) whether Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim; (vi) either that Tenant does not know of any default in the performance of any provision of this Lease or specifying the details of any default of which Tenant may have knowledge and stating what action Tenant is taking or proposes to take with respect thereto; (vii) that, to the knowledge of Tenant, there are no proceedings pending or threatened against Tenant before or by any court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition or operations of Tenant or, if any such proceedings are pending or threatened to the knowledge of Tenant, specifying and describing the same; and (viii) such further information with respect to this Lease or the Premises as Landlord may reasonably request or Lessor or Mortgagee may require; it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Real Property or any part thereof or of the interest of Landlord in any part thereof, by any Mortgagee or prospective Mortgagee, by any Lessor or prospective Lessor, by any tenant or prospective tenant of the Real Property or any part thereof, or by any prospective assignee of any Mortgage or by any assignee of Tenant. The closing failure of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Dateeither Tenant or Landlord to execute, (I) the Company shall acknowledge and deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within other a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) statement in accordance with the following schedule provisions of this Section 10.4 within said ten (where “No. of Days Late” is defined 10) day period shall constitute an acknowledgment by Tenant or Landlord, as the number of trading days beyond the Closing Datecase may be, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make which may be relied on by any payments incurred under this Section in immediately available funds person who would be entitled to rely upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investorany such statement, except that such late payments shall offset any such actual damages incurred statement as submitted by the Investor, and any Open Market Adjustment AmountLandlord or Tenant, as set forth belowthe case may be, is true and correct.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of 20.1 It is understood and agreed that either party (the purchase by the Investor of Shares (a “Closing”"Exchanger") shall occur on have the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Dateoption, (I) the Company shall deliver exercisable by giving notice to the Investor pursuant other party prior to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, of effecting a like-kind exchange of any part of its interest in the Property (the "Interest") by assigning (the "Assignment") its rights in this Agreement to any third party (the "Intermediary") who shall have contracted with Exchanger to exchange therefor property or other consideration ("Exchange Property"), at such times as shall be designated in the contract between Exchanger and the Intermediary; PROVIDED, that Exchanger shall remain responsible for its obligations under this Agreement and shall execute such documents as the other party shall reasonably request to affirm its obligations hereunder. The other party shall reasonably cooperate with the Amounts being cumulativeExchanger and execute such documents (in forms reasonably acceptable to the cooperating party) as are reasonably necessary for Exchanger to effect such exchange; provided, however, the other party shall not be obligated to incur any expense, and, provided, further, the other party shall not serve as intermediary.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 20.2 Exchanger hereby agrees to indemnify, defend and hold the other party harmless of and from any and all liabilities, claims, demands and expenses of any kind or nature (including, without limitation, reasonable attorney's fees) which it reasonably incurs or suffers as a result of or in connection with a like-kind exchange contemplated by this Section. 20.3 Exchanger hereby unconditionally releases, remises and forever discharges the other party and its agents, owners, officers and directors (the "Released Parties") from any and all claims or causes of actions, known or unknown, which it might have against any of the Released Parties for each Business Day late beyond 10 days The Company any and all matters, liabilities and/or damages arising out of or in connection with the identification, acquisition or attempted acquisition, or conveyance of any Exchange Property; PROVIDED, that the Released Parties shall make not be released from such claims, etc. arising out of or resulting from their gross negligence or willful misconduct. 20.4 Exchanger hereby acknowledges and agrees that the other party neither warrants nor represents that an exchange of the Property for the Exchange Property will qualify for tax deferred exchange treatment pursuant to Section 1031 of the Internal Revenue Code of 1986 or otherwise, and, in no event shall the ability to complete an exchange transaction or the efficacy of any payments incurred proposed exchange transaction be a condition to either party's obligations under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowAgreement.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. (i) The closing Consolidated balance sheets, income statements and cash flows statements of the Loan Parties delivered to the Lenders pursuant to Section 5.03(e) were or will be, and the unaudited pro forma financial information about the Loan Parties delivered to the Lenders in the ITC^DeltaCom 2005-2006 Business Plan, dated March 9, 2005, was, prepared in good faith on the basis of the assumptions stated therein, which assumptions were or will be fair in light of the conditions existing at the time of delivery of such information, and represented or will represent, at the time of delivery, the Loan Parties’ best estimate of the future financial performance of the Loan Parties. (j) No information, exhibit or report furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (k) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (l) Neither any Loan Party nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds or repayment thereof by the Investor Borrower, nor the consummation of Shares the other Transactions, will violate any provision of such Act or any rule, regulation or order of the SEC thereunder. (m) The Collateral Documents create a “Closing”) shall occur on valid security interest in the date which is no later than fifteen (15) Trading Days following Collateral, securing the applicable Put Notice Date (each a “Closing Date”). On each Closing Datepayment of the Secured Obligations, (I) the Company shall deliver and at such time as all filings delivered to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor Collateral Agent on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After or before the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Date have been duly filed in accordance with the following schedule (where “Noprovisions of the Security Agreement, such security interest will be perfected. The Loan Parties are the legal and beneficial owners of Days Late” is defined as the number Collateral free and clear of trading days beyond the Closing Dateany Lien, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages except for the Company's failure to issue Liens and deliver security interests created or permitted under the Securities to the InvestorLoan Documents. (n) (i)Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all Plans, except that such late payments shall offset any such actual damages incurred by the Investor, Multiemployer Plans and any Open Market Adjustment Amount, as set forth belowWelfare Plans.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Xxxxx’s security interest in the Collateral and the Collection Account shall terminate only upon satisfaction of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)Repurchase Obligations. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on Upon such date satisfaction and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorSeller, the Company shall use all Buyer shall, at Seller’s sole expense, deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable efforts to cause its transfer agent to electronically transmit and return (or approve the Securities return by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Custodian in accordance with the following schedule Custodial Agreement, as applicable) the Purchased Assets, Purchased Items, Purchased Asset Documents and Purchased Asset Files to Seller and reconvey the Purchased Assets and Purchased Items to Seller and release its security interest in the Collateral, the Collection Account and the Servicer Account, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (where the “NoUCC”). Buyer shall have all of Days Late” is defined the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the number of trading days beyond security interest granted hereby, UCC financing statements and continuation statements (collectively, the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor“Filings”), and any Open Market Adjustment Amountshall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall from time to time take such further actions as set forth belowmay be requested by Xxxxx in its sole discretion to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent), so long as any Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, as such Credit Party's true and lawful agent and attorney-in-fact for the Investor pursuant to this Agreementpurpose of making, certificates representing the Shares to be issued to the Investor on settling and adjusting claims under such date and registered in "All Risk" policies of insurance, endorsing the name of such Credit Party on any check or other item of payment for the Investor; proceeds of such "All Risk" policies of insurance and (II) the Investor for making all determinations and decisions with respect to such "All Risk" policies of insurance. Agent shall deliver have no duty to exercise any rights or powers granted to it pursuant to the Company foregoing power-of-attorney. Borrower Representative shall promptly notify Agent of any loss, damage, or destruction to the Purchase Price Collateral in the amount of $150,000 or more, whether or not covered by insurance or reimbursable under condemnation provisions. After deducting from such proceeds the expenses, if any, incurred by Agent in the collection or handling thereof, Agent may, at its option, either (i) apply such insurance or condemnation proceeds to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request reduction of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Obligations in accordance with Section 1.3(d) or (ii) permit the following schedule Credit Parties to replace, restore, repair or rebuild the property on terms acceptable to Agent in its sole discretion; provided that in the case of insurance or condemnation proceeds pertaining to any Credit Party that is not a Borrower, (where “No. i) such insurance or condemnation proceeds shall be applied ratably to all of Days Late” is defined the Revolving Loan owing by each Borrower, or (ii) permit or require the applicable Credit Party to use such money, or any part thereof, to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the number of trading days beyond the Closing Dateloss, with the Amounts being cumulativedamage or destruction.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORWith respect to a Hilton Individual Property, in the event no leasehold mortgage is in place at a Hilton Individual Property and so long as a Tenant maintains property insurance coverage (1) as required under the Leased Fee Lease with respect to such Individual Property and (2) which satisfies the insurance requirements of this Section 7.1 with respect to such Hilton Individual Property (except that a $500,000 property and terrorism deductible under the master program maintained by Hilton Worldwide Holdings Inc. shall be acceptable to Lender), Borrower may, but shall not be required to, maintain property insurance insuring the improvements at the Individual Property, it being understood that the applicable Tenant’s property insurance will serve as primary insurance and shall be deemed to satisfy the requirements herein. Notwithstanding anything to the contrary contained herein, (A) with respect to the Individual Property known as The closing Xxxxxxx Apartments, Borrower’s obligation to maintain the coverages required pursuant to Sections 7.1(a)(i), (iii), (iv), (vi), (vii), and (viii) herein with respect to such Individual Property (and the provisions of the purchase by the Investor of Shares (a “Closing”7.1(b)-(j) with respect to such coverages) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, be suspended for so long as (I) the Company shall deliver no Leased Fee Lease Termination Period has occurred and is continuing with respect to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; Individual Property and (II) Borrower shall cause the Investor shall deliver Tenant under such Individual Property known as The Xxxxxxx Apartments to maintain the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified insurance required by the Investor within a reasonable period in advance Leased Fee Lease as of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage and (B) with respect to the Investor. After following Individual Properties known as: Northside Forsyth Hospital Medical Center, One Ally Center, Dallas Market Center: Marriott Courtyard, Dallas Market Center: Sheraton Suites, NASA/JPSS Headquarters and Lock-Up Self-Storage Facility, Borrower’s obligation to maintain the Effective Datecoverages required pursuant to Sections 7.1(a)(i), (iii), (iv), (vi), (vii), and (viii) herein with respect to such Individual Properties (and the provisions of 7.1(b)-(j) with respect to such coverages) shall be suspended for so long as compensation (I) no Leased Fee Lease Termination Period has occurred and is continuing with respect to such Individual Property and (II) Borrower shall cause the Investor for Tenants under each such loss, Individual Properties to maintain the Company agrees to make payments to insurance required by the Investor for late issuance Leased Fee Lease as of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, it being understood that, with respect to clause (B)(II) hereof only, if Tenant does not maintain the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand insurance required by the Investor. Nothing herein Leased Fee Lease as of the Closing Date, Borrower shall limit only be required to purchase property insurance at the Investor's right to pursue actual damages for the Company's failure to issue Individual Property in which Borrower has an insurable interest and deliver the Securities to the Investor, except that can purchase such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowproperty insurance coverage at commercially reasonable rates.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORBorrower shall promptly perform all necessary remedial work in response to the presence of any Hazardous Substances on any Individual Property, any violation of any Environmental Laws, or any claims or requirements made by any governmental agency or authority. The closing All such work shall be conducted by licensed and reputable contractors pursuant to written plans approved by the agency or authority in question (if applicable), under proper permits and licenses (if applicable) with such insurance coverage as is customarily maintained by prudent property owners in similar situations. If the cost of the purchase work exceeds $100,000, then Lender shall have the right of prior approval over the environmental contractor and plans, which shall not be unreasonably withheld or delayed. All costs and expenses of the remedial work shall be promptly paid by Borrower. In the event Borrower fails to undertake the remedial work, or fails to complete the same within a reasonable time period after the same is undertaken, and if Lender is of the good faith opinion that Lender’s security in the applicable Individual Property is jeopardized thereby, then Lender shall have the right to undertake or complete the remedial work itself. In such event all costs of Lender in doing so, including all fees and expenses of environmental consultants, engineers, attorneys, accountants and other professional advisors, shall become a part of the Loan and shall be due and payable from Borrower upon demand. Such amount shall be secured by the Investor Loan Documents, and failure to pay the same shall be an Event of Shares (a “Closing”) Default under the Loan Documents. In the event any Hazardous Substances are removed from the Property, either by Borrower or Lender, the number assigned by the United States Environmental Protection Agency to such Hazardous Substances shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered solely in the name of the Investor; Borrower, and (II) the Investor Borrower shall deliver to the Company the Purchase Price to be paid have any and all liability for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeremoved Hazardous Substances.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date Each Borrower hereby agrees to indemnify and hold harmless CIT and its officers, directors, employees, attorneys and agents (each a “Closing Date”). On an "Indemnified Party") from, and holds each Closing Dateof them harmless against, any and all losses, liabilities, obligations, claims, actions, damages, costs and expenses (Iincluding attorney's fees) and any payments made by CIT pursuant to any indemnity provided by CIT with respect to or to which any Indemnified Party could be subject insofar as such losses, liabilities, obligations, claims, actions, damages, costs, fees or expenses with respect to the Loan Documents, including without limitation those which may arise from or relate to: (a) the Company shall deliver to Depository Account, the Investor pursuant to this AgreementBlocked Accounts, certificates representing the Shares to be issued to lockbox and/or any other depository account and/or the Investor on such date and registered agreements executed in the name of the Investorconnection therewith; and (IIb) the Investor shall deliver any and all claims or expenses asserted against CIT as a result of any environmental pollution, hazardous material or environmental clean-up relating to the Company Real Estate; or any claim or expense which results from any Borrower's operations (including, but not limited to, any Borrower's site disposal practices) and use of the Purchase Price Real Estate, which CIT may sustain or incur (other than solely as a result of the physical actions of CIT on any Borrower's premises which are determined to be paid for constitute gross negligence or willful misconduct by a court of competent jurisdiction), all whether through the alleged or actual negligence of such Sharesperson or otherwise, based on except and to the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided extent that the Company's transfer agent then is participating same results solely and directly from the gross negligence or willful misconduct of such Indemnified Party as finally determined by a court of competent jurisdiction. Each Borrower hereby agrees that this indemnity shall survive termination of this Financing Agreement, as well as payments of Obligations which may be due hereunder. CIT may, in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programits sole business judgement, establish such Availability Reserves with respect thereto as it may deem advisable under the circumstances and, upon request of the Investorany termination hereof, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (hold such reserves as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor cash reserves for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowcontingent liabilities.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing No amendment, modification, termination or waiver shall, unless in writing and signed by Agent and each Lender directly affected thereby: (i) increase the principal amount of any Lender’s Commitment (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate of interest on or Fees payable with respect to the Loan of any affected Lender; (iii) extend any scheduled payment date (other than payment dates of mandatory prepayments under Section 1.3(b)(ii)-(iii) or final maturity date of the purchase by the Investor principal amount of Shares any Loan of any affected Lender; (a “Closing”iv) shall occur on the date which is no later than fifteen waive, forgive, defer, extend or postpone any payment of interest or Fees as to any affected Lender; (15v) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Daterelease any Guaranty or, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered except as otherwise permitted herein or in the name other Loan Documents, release, or permit any Credit Party to sell or otherwise dispose of, any Collateral with a value exceeding $5,000,000 in the aggregate (which action shall be deemed to directly affect all Lenders); (vi) change the percentage of the InvestorCommitments or of the aggregate unpaid principal amount of the Loans that shall be required for Lenders or any of them to take any action hereunder; and (IIvii) amend or waive this Section 11.2 or the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request definitions of the Investorterm “Requisite Lenders” insofar as such definitions affect the substance of this Section 11.2. Furthermore, no amendment, modification, termination or waiver affecting the Company rights or duties of Agent under this Agreement or any other Loan Document, including any release of any Guaranty or Collateral requiring a writing signed by all Lenders, shall use all commercially reasonable efforts be effective unless in writing and signed by Agent in addition to cause its transfer agent Lenders required hereinabove to electronically transmit take such action. Each amendment, modification, termination or waiver shall be effective only in the Securities by crediting specific instance and for the account specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for Agent to take additional Collateral pursuant to any Loan Document. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Investor's prime broker (as specified by the Investor within a reasonable period holder of that Note. No notice to or demand on any Credit Party in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) systemany case shall entitle such Credit Party or any other Credit Party to any other or further notice or demand in similar or other circumstances. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateAny amendment, as compensation to the Investor for such lossmodification, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) termination, waiver or consent effected in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds 11.2 shall be binding upon demand by each holder of the Investor. Nothing herein shall limit Notes at the Investor's right to pursue actual damages for time outstanding and each future holder of the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowNotes.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAdditional War Expenses 34. If the vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war. Charterers shall reimburse Owners for any additional insurance premia, crew bonuses and other expenses which are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of such expenses as soon as practicable and in any event before such expenses are incurred, and provided further that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of am claims by Owners under their war risk insurance arising out of compliance with such orders. (a) The closing master shall not be required or bound to sign bills of lading for any place which in his or Owners’ reasonable opinion is dangerous or impossible for the vessel to enter or reach owing to any blockade. war, hostilities, warlike operations, civil war, civil commotions or revolutions. (b) If in the reasonable opinion of the purchase master or Owners it becomes, for any of the reasons set out in Clause 35(a) or by the Investor operation of Shares international law. dangerous, impossible or prohibited for the vessel to reach or enter, or to load or discharge cargo at, any place to which the vessel has been ordered pursuant to this charter (a “Closing”) place of peril”).,then Charterers or their agents shall occur on be immediately notified by telex or radio messages, and Charterers shall thereupon have the date which right to order the cargo. or such part of it as may be affected, to be loaded or discharged, as the case may be. at any other place within the trading limits of this charter (provided such other place is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each not itself a “Closing Date”place of peril). On each Closing DateIf any place of discharge is or becomes a place of peril, and no orders have been received from Charterers or their agents within 48 hours after dispatch of such messages, then Owners shall be at liberty to discharge the cargo or such part of it as may be affected at any place which they or the master may in their or his discretion select within the trading limits of this charter and such discharge shall be deemed to be due fulfilment of Owners’ obligations under this charter so far as cargo so discharged is concerned. (Ic) The vessel shall have liberty to comply with am’ directions or recommendations as to departure. arrival, routes, ports of cal], stoppages, destinations, zones, waters, delivery or in any other wise whatsoever given by the Company government of the state under whose flag the vessel sails or any other government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority including any de facto government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority or by any committee or person having under the terms of the war risks insurance on- the vessel the right to give any such directions or recommendations. If by reason of or in compliance with any such directions or recommendations anything is done or is not done. such shall deliver not be deemed a deviation. If by reason of or in compliance with any such direction or recommendation the vessel does not proceed to the Investor any place of discharge to which she has been ordered pursuant to this Agreementcharter, certificates representing the Shares vessel may proceed to any place which the master or Owners in his or their discretion select and there discharge the cargo or such part of it as may be affected. Such discharge shall be deemed to be due fulfilment of Owners’ obligations under this charter so far as cargo so discharged is concerned. Charterers shall procure that all bills of lading issued under this charter shall contain the Chamber of Shipping War Risks Clause 1952. Both to Blame Collision Clause 36. If the Investor on such date and registered liability for any collision in which the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price vessel is involved while performing this charter falls to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) determined in accordance with the laws of the United States of America, the following schedule (provision shall apply: “If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the owners of the cargo carried hereunder will indemnify the carrier against all loss. or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of. or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and set off, recovered or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.” “The foregoing provisions shall also apply where the owners, operators or those in charge of am’ ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or contact.” Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the foregoing terms to be applicable where the liability for any collision in which the vessel is involved falls to be determined in accordance with the laws of the United States of America. New Jxxxx Clause 37. General average contributions shall be payable according to the York/Antwerp Rules. 1974 as amended in 1994, and shall be adjusted in London in accordance with English law and practice but should adjustment be made in accordance with the law and practice of the United States of America, the following provision shall apply: “NoIn the event of accidents, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not. for which, or for the consequence of Days Latewhich, the carrier is not responsible by statute, contract or otherwise, the cargo, shippers. consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.” “If a salving ship is defined owned or operated by the carrier. salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the number carrier or his agents may deem sufficient to cover the estimated contribution of trading days beyond the Closing Datecargo and any salvage and special charges thereon shall, if required, be made by the cargo, shippers. consignees or owners of the cargo to the carrier before delivery.” Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the foregoing terms, to be applicable where adjustment of general average is made in accordance with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by laws and practice of the InvestorUnited States of America. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.TOVALOP

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any personal injury or loss or damage to any of the purchase property of Landlord or Tenant, as the case may be, with respect to their respective property, the Building, the Property or the Premises or any addition or improvements thereto, or any contents therein, to the extent covered by insurance carried or required to be carried by a party hereto even though such loss might have been occasioned by the Investor negligence or willful acts or omissions of Shares the Landlord or Tenant or their respective employees, agents, contractors or invitees. Since this mutual waiver will preclude the assignment of any such claim by subrogation (a “Closing”or otherwise) shall occur to an insurance company (or any other person), Landlord and Tenant each agree to give each insurance company which has issued, or on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datefuture may issue, (I) the Company shall deliver policies of insurance, with respect to the Investor items covered by this waiver, written notice of the terms of this mutual waiver, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver, the amount of any deductible applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible relates. In the event that Tenant is permitted to and self-insures any risk for which insurance is required to be carried under this Lease, or if Tenant fails to carry any insurance required to be carried by Tenant pursuant to this AgreementLease, certificates representing then all loss or damage to Tenant, its leasehold interest, its business, its property, the Shares Premises or any additions or improvements thereto or contents thereof shall be deemed covered by and recoverable by Tenant under valid and collectible policies of insurance. Notwithstanding anything to the contrary herein, Landlord shall not be liable to the Tenant or any insurance company (by way of subrogation or otherwise) insuring the Tenant for any loss or damage to any property, or bodily injury or personal injury or any resulting loss of income or losses from worker’s compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of Landlord, its agents or employees, or Building Manager, if any such loss or damage was required to be issued covered by insurance pursuant to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativethis Lease.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Xxxxxx’s security interest in the Collateral and the Collection Account shall terminate only upon payment of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)monetary Obligations in full. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on Upon such date payment and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorBorrower, the Company shall use all Lender shall, at Borrower’s sole expense, deliver to Borrower such UCC termination statements and other release documents as may be commercially reasonable efforts to cause its transfer agent to electronically transmit and return (or approve the Securities return by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Custodian in accordance with the following schedule Custodial Agreement, as applicable) the Underlying Loan, Underlying Loan Documents and Underlying Loan Files to Borrower and reconvey the Underlying Loan to Borrower and release its security interest in the Collateral and the Collection Account, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article (where i), this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “NoUCC”). Lender shall have all of Days Late” is defined the rights and, upon the occurrence and during the continuance of an Event of Default, may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Lender, at Borrower’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the number security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of trading days beyond such Filings to Borrower upon completion thereof, and (ii) Borrower shall from time to time take such further actions as may be requested by Class A Lender in its reasonable discretion to maintain and continue the Closing Dateperfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Xxxxxx xxxxxxxxx). Notwithstanding the foregoing, the Obligations shall be full recourse to Borrower (but shall not be recourse to any direct or indirect equity owners of Borrower, other than Guarantor in accordance with the Amounts being cumulativeGuaranty).): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company Borrower shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares or cause to be issued delivered to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Loan Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent) as its true and lawful agent and attorney-in-fact for the Investor on purpose of making, settling and adjusting claim under such date and registered in "All Risk" policies of insurance, endorsing the name of each such Credit Party on any check or other item of payment for the Investorproceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance; provided that so long as no Event of Default shall have occurred and (II) be continuing, Borrower shall have the Investor right to direct any such settlements and adjustments. The Credit Parties that are signatories hereto shall deliver promptly notify Agent of any loss, damage, or destruction to the Company Collateral in the Purchase Price amount of $1,000,000 or more, whether or not covered by insurance. If an Event of Default shall have occurred and be continuing, Agent is hereby authorized to be paid for collect all insurance proceeds relating to the Collateral. After deducting from such Sharesproceeds the expenses, based on if any, incurred by Agent or any Credit Party in the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing collection or handling thereof, Agent may, at its option, apply all net proceeds to the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request reduction of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Obligations in accordance with Section 1.3(d), or permit or require Borrower -------------- to use such money, or any part thereof, to replace the following schedule (where “NoCollateral in a diligent and expeditious manner. of Days Late” is defined as Notwithstanding the number of trading days beyond foregoing, if the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right casualty giving rise to pursue actual damages for the Company's failure such insurance proceeds would not reasonably be expected to issue have a Material Adverse Effect and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.insurance proceeds

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOREach LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for purposes of investment, and not with a view towards sale or any other distribution. Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters so as to be fully capable of evaluating the merits and risks of an investment in the LP Units. No LP Units will be issued, delivered or distributed to any person or entity who is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 4.2 above (collectively, the "INFORMATIONAL MATERIALS"), and has read and reviewed the Informational Materials and understands the contents thereof. The closing LP Unit Recipients have been afforded the opportunity to ask questions of those persons they consider appropriate and to obtain any additional information they desire in respect of the purchase by LP Units and the Investor business, operations, conditions (financial and otherwise) and current prospects of Shares (a “Closing”) shall occur the UPREIT and the REIT. The LP Unit Recipients have consulted their own financial, legal and tax advisors with respect to the economic, legal and tax consequences of delivery of the LP Units and have not relied on the date which Informational Materials, Acquiror, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. Each of Contributor and its Interest Holders is no later than fifteen (15) Trading Days following an Accredited Investor under Regulation D promulgated under the applicable Put Notice Date (each a “Closing Date”)Securities Act of 1933, as amended. On each Closing Date, (I) No Contributor or LP Unit Recipient requires the Company shall deliver consent of any Interest Holder in order to consummate the Investor pursuant to transactions contemplated by this Agreement, certificates representing including to amend any partnership agreement, operating agreement, charter or other governing document of Contributor or any LP Unit Recipient. SCHEDULE 11.1.4 accurately sets forth (a) the Shares to be issued to direct ownership interest of Contributor and each LP Unit Recipient, and (b) the Investor on such date and registered residence or, in the name case of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Sharesnon-individual LP Unit Recipient or Contributor, based on the Put Amount set forth state in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativewhich it was formed.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing If Seller cannot reaffirm to Purchaser the truth and correctness, as of the purchase applicable Group One Closing Date or Group Two Closing Date, of each of said representations and warranties, and of any representations, warranties or Contracts set forth elsewhere in this Contract, as required pursuant to Section 10.a.2 above, Purchaser may, as its sole remedies, elect either to: (i) terminate this Contract and receive a refund of its Xxxxxxx Money, in which event neither party shall have any further liability to the other in accordance with this Contract, except for such liability and obligations that expressly survive the termination of this Contract; provided, however, in the event the changes in the representations and warranties are caused by Seller’s intentional acts or omissions in violation of the Investor express terms of Shares this Contract, Seller shall reimburse Purchaser for its actual third party costs incurred in connection with this Contract in an amount equal to the lesser of (A) actual, out of pocket costs, and (B) $500,000; or (ii) to close the transaction contemplated hereby and receive the instruments required herein from Seller irrespective of such failure. All representations, warranties and covenants of Seller contained herein shall survive the Closing for a period of six (6) months (the “Survival Period”) and shall inure to the benefit of Purchaser and its legal representatives, heirs, successors or assigns. Seller shall be liable to Purchaser under this Contract for Purchaser’s actual damages with respect to a breach of a representation or warranty by Seller under this Contract that is discovered by Purchaser following Closing and is made the subject of a written claim to Seller within the Survival Period, provided however, that: (i) Purchaser shall have no right to bring a claim unless the aggregate of all claim(s) shall exceed Fifty Thousand Dollars ($50,000.00), and (ii) in no event shall the liability of Seller with respect to any such claim(s) by Purchaser provided for in this Contract exceed in the aggregate Five Hundred Thousand Dollars ($500,000.00). If, prior to the Closing, Purchaser obtains actual knowledge (from whatever source whatsoever, as a result of Purchaser’s due diligence, or the inclusion of any information in any written disclosure by Seller or Seller’s agents and employees) of any inaccuracy or breach of any representation contained in this Contract (a “ClosingPurchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser shall occur be deemed to have waived and forever renounced any right to assert a claim or cause of action for damages under this Contract, or any other claim or cause of action under this Contract, at law or in equity on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowPurchaser Waived Breach.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORIf any Purchaser Indemnified Party becomes entitled to indemnification under this Article VII, then Parent shall transfer from Sellers to the applicable Purchaser Indemnified Parties such number of Indemnity Equity Shares having a value equal to the Losses to which such Purchaser Indemnified Party is entitled to indemnification. The closing of the purchase by the Investor of Shares Within five (a “Closing”5) shall occur on Business Days after the date which that is no later than fifteen eighteen (1518) Trading Days months following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with Parent shall release to the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make Sellers, allocated between the Sellers in proportion to their Percentage Interests, any payments incurred portion of the Indemnity Equity Shares that is not subject to then-pending claims made by any Purchaser Indemnified Party under this Section in immediately available funds upon demand Article VII prior to such time. If any claim made by any Purchaser Indemnified Party is still pending as of such time, then Parent shall retain a portion of the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities Indemnity Equity Shares representing an amount equal to the Investoramount of such Losses relating to such pending claims, except which shares shall be retained by Parent in the names of Sellers until such claims have been satisfied or otherwise resolved, at which point, Parent shall (i) transfer to the applicable Purchaser Indemnified Parties such number of Indemnity Equity Shares having a value equal to the Losses to which such Purchaser Indemnified Party is entitled to indemnification in connection with resolution of such claims, and (ii) release to the Sellers any remaining portion of the Indemnity Equity Shares. Each Seller covenants and agrees that such late payments shall offset it will not distribute, grant or transfer any such actual damages incurred by interest in the InvestorIndemnity Equity Shares to any other Person prior to the expiration of the Survival Period, and any Open Market Adjustment Amount, as set forth belowsuch attempted transfer shall be void ab initio.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORGTx shall have the right to enter into Sublicenses and to permit further sublicensing by Sublicensees through multiple tiers with respect to the Licensed Subject Matter, subject to notifying UTRF of the identity and address of each Sublicensee within thirty (30) days after execution of such agreement by the parties thereto. No GTx Affiliate or Third Party shall have the right to practice under the Licensed Patents or utilize the Licensed Technology to make, have made, use, market, sell, have sold, import, distribute, or offer for sale any Licensed Product in the absence of a written Sublicense agreement. Any grant of rights by GTx or a Sublicensee to practice under the Licensed Patents or to utilize the Licensed Technology to make, have made, use, market, sell, have sold, import, distribute, or offer for sale any Licensed Product shall constitute a Sublicense. All Sublicenses shall be subject to this Agreement in all respects and shall include provisions that such Sublicensee is being granted a license under the Licensed Subject Matter as defined herein and subject to the terms hereof. Notwithstanding anything to the contrary in this Agreement (including, without limitation, this Section 2.5), UTRF hereby agrees that all provisions of the Ipsen Sublicense, as executed on September 7, 2006, are in full compliance with the terms and conditions of this Agreement. GTx agrees that it will not modify or otherwise amend the Ipsen Sublicense in any manner that would deviate from any of the requirements of a Sublicense set forth herein without obtaining UTRF’s prior written approval, which approval will not unreasonably be withheld. The closing Parties agree that unless a modification or amendment shall affect any requirement of a Sublicense as described in the immediately preceding sentence, GTx and Ipsen shall have the right and discretion to negotiate and enter into such amendments and modifications to the Ipsen Sublicense as they shall from time to time determine without first obtaining the approval of UTRF, and GTx will furnish a copy of any such amendment or modification to UTRF within thirty (30) days of the purchase by the Investor execution of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (an instrument as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativerequired herein.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR6. The closing Schedule 2 to Exhibit B to the Loan Agreement is hereby replaced with Schedule 2 attached hereto. 7. No course of the purchase by the Investor of Shares (a “Closing”) shall occur dealing on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datepart of Lenders, (I) the Company shall deliver to the Investor pursuant to this AgreementAgent or its officers, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a nor any failure or delay in the issuance exercise of Securities beyond any right under the Closing Date could result Loan Documents by Agent or any Lender, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Agent’s or Lenders’ failure at any time to require strict performance by Borrowers of any provision of any Loan Document shall not affect any right of Lenders or Agent thereafter to demand strict compliance with and performance of such provision. Any suspension or waiver of a right must be in economic damage to the Investor. After the Effective Datewriting signed by an officer of Agent, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with Section 12.2 of the following schedule (where “NoLoan Agreement. 8. The Loan Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of Days Late” is defined this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Agent or Lenders under the number of trading days beyond the Closing DateLoan Agreement, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section as in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities effect prior to the Investordate hereof. Upon the effectiveness of this Amendment, all references in the Loan Documents to the “Loan Agreement” shall be deemed to refer to the Loan Agreement, as amended by this Amendment. 9. Each Borrower represents and warrants that the representations and warranties contained in Article 4 of the Loan Agreement are true and correct in all material respects as of the date of this Amendment (except that such late payments shall offset any representations and warranties which are by their terms expressly limited to an earlier date, in which case the same were true and correct in all material respects as of such actual damages incurred by the Investorearlier date), and that, after giving effect to this Amendment, no Event of Default has occurred and is continuing. 10. As a condition to the effectiveness of this Amendment, Agent shall have received, in form and substance satisfactory to Agent, the following: (a) this Amendment, duly executed by Borrowers; (b) an amendment fee in the amount of $50,000; (c) all reasonable costs and expenses of the Agent incurred through the date of this Amendment, which may be debited from any Open Market Adjustment Amountof Borrower’s accounts; and (d) such other documents, and completion of such other matters, as set forth belowAgent may reasonably deem necessary or appropriate. 11. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORThe security interest of Administrative Agent, on behalf of Buyers, in the Purchased Items shall terminate only upon termination of Seller’s obligations under this Agreement and the documents delivered in connection herewith and therewith and the other Transaction Documents including, for the avoidance of doubt, Seller repurchasing each Purchased Asset. The closing For the avoidance of doubt, Administrative Agent’s, on behalf of Buyers, security interest in the Purchased Items shall not terminate upon Administrative Agent’s determination of the purchase by Market Value of any Purchased Asset to be zero. Upon such termination, Administrative Agent shall deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable and shall promptly return the Investor Purchased Assets to Seller and reconvey the Purchased Items to Seller and release its security interest in the Purchased Items. For purposes of Shares the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (a the “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing DateUCC”). On each Closing DateAdministrative Agent, on behalf of Buyers, shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC. In furtherance of the foregoing, (Ia) the Company Administrative Agent, on behalf of Buyers, at Seller’s sole cost and expense, as applicable, shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares cause to be issued filed in such locations as may be necessary to the Investor on such date perfect and registered in the name maintain perfection and priority of the Investor; security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (IIb) Seller shall from time to time take such further actions as may be requested by Administrative Agent to maintain and continue the Investor shall deliver perfection and priority of the security interest granted hereby (including marking its records and files to evidence the Company the Purchase Price interests granted to be paid for such SharesAdministrative Agent, based on the Put Amount set forth in Section 2(Bbehalf of Buyers, hereunder). In lieu Seller hereby authorizes Administrative Agent, on behalf of delivering physical certificates representing the Securities Buyers, to file a UCC financing statement naming Seller as debtor and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programAdministrative Agent, upon request on behalf of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateBuyers, as compensation to secured party and describing the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where collateral covered thereby as “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeall assets now owned or hereafter acquired.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.”

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORUpon the occurrence and during the continuance of an Event of Default, in order to facilitate Lender’s completion or making of such Replacements pursuant to Section 7.3.4, Borrower shall cause Mortgage Borrower and Property Owner to grant Lender the right to enter onto any Individual Property and perform any and all work and labor necessary to complete or make such Replacements and/or employ watchmen to protect such Individual Property from damage (subject to the rights of tenants). The closing of All sums so expended by Lender, to the purchase extent not from the Replacement Reserve Fund, shall be deemed to have been advanced under the Loan to Borrower and secured by the Investor Collateral. For this purpose Borrower appoints and shall cause Mortgage Borrower and Property Owner to appoint Lender its true and lawful attorney-in-fact with full power of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver substitution to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on complete or undertake such date and registered Replacements in the name of Borrower, Mortgage Borrower and Property Owner (to the Investorextent Mortgage Borrower and Property Owner have not already appointed Mortgage Lender or Senior Mezzanine Lender to undertake such Replacements pursuant to the Mortgage Loan Documents or the Senior Mezzanine Loan Documents, as applicable). Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers and shall cause Mortgage Borrower and Property Owner to empower said attorney-in-fact as follows: (i) to use any funds in the applicable Replacement Reserve Account for the purpose of making or completing such Replacements; (ii) to make such additions, changes and corrections to such Replacements as shall be necessary to complete such Replacements; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary for the completion of such Replacements, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower, Mortgage Borrower and Property Owner which may be reasonably required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with any Individual Property or the rehabilitation and repair of any Individual Property; and (IIvii) to do any and every reasonable act which Borrower, Mortgage Borrower and Property Owner might do in its own behalf to fulfill the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu terms of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativethis Agreement.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver With respect to the Investor pursuant to this Agreementrequired consent from the holders of Empire's convertible bonds, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”7.1(f) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorEmpire Disclosure Schedule, relating to the Company proposed assumption of the Empire Payment Obligations by Newco at Closing and/or the consummation of the Merger, if the parties determine that such consent is unlikely to be obtained by Empire, PROVIDED that Empire shall use all have used its commercially reasonable efforts to cause its transfer agent obtain such consent as required by Section 5.8(b) hereof, then the parties shall reasonably cooperate to electronically transmit restructure the Securities by crediting the account transaction, with no adverse effect on either party (including any change of the Investor's prime broker (as specified by the Investor within a reasonable period in advance control or deemed change of the Investor's noticecontrol of Empire) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands and PROVIDED that a delay in the issuance of Securities beyond the Closing Date could restructuring that would result in economic damage a taxable transaction to Transferor would not be deemed an adverse effect, in such manner as to eliminate the Investor. After the Effective Daterequirement of such consent (which restructuring may include, as compensation to the Investor for such losswithout limitation, the Company agrees to make payments to the Investor for late issuance pay-off of Securities (delivery of Securities after the applicable Closing Date) debt by Transferor and an increase in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond Transferor Shares or other consideration to Transferor in respect of such pay-off). Such restructuring shall be accomplished on the Closing Datefollowing terms and conditions: (i) the percentage ownership of Transferor in Empire shall be the same as it would have been in Newco immediately after the Effective Time under this Agreement, (ii) all references to Transferor Shares shall be to deemed to be references to shares of Empire, (iii) Empire shall assume or otherwise satisfy the Empire Payment Obligations, (iv) this agreement shall be automatically amended by the parties as appropriate to give effect to the revised structure on substantially similar terms and conditions and with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for applicable representations and warranties contained herein and (vi) each Business Day late beyond 10 days The Company party shall make any payments incurred under execute a written amendment to this Section in immediately available funds upon demand by Agreement as necessary to reflect the Investor. Nothing herein shall limit foregoing and to otherwise effect the Investor's right to pursue actual damages for substance of the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, transaction as set forth below.in this Agreement

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release, and the Administrative Agent hereby agrees to release, any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations under clause (a) of the purchase by definition thereof in a manner satisfactory to the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing DateAdministrative Agent, (Iii) constituting property being sold or disposed of if the Company shall deliver Borrower certifies to the Investor pursuant Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, certificates representing or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Shares Administrative Agent and the Lenders pursuant to be issued Article VII. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to subordinate any Lien on any assets granted to or held by the Administrative Agent under any Loan Document to the Investor holder of any Lien on such date and registered property that is permitted by Section 6.02(e) or Section 6.02(f) or (ii) in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided event that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programBorrower shall have advised the Administrative Agent that, upon request notwithstanding the use by the Borrower of the Investor, the Company shall use all commercially reasonable efforts to cause obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent) to permit the Administrative Agent to retain its transfer agent liens (on a subordinated basis as contemplated by clause (i) above), the holder of such other Indebtedness requires, as a condition to electronically transmit the Securities by crediting extension of such credit, that the account of the Investor's prime broker (as specified Liens on such assets granted to or held by the Investor within a reasonable period in advance of Administrative Agent under any Loan Document be released, to release the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for Administrative Agent’s Liens on such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeassets.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORThe Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws or other applicable laws, regulations, or agreements to which such Stock may be subject, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The closing Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall be deemed to have been made in a "commercially reasonable" manner within the meaning of the purchase Uniform Commercial Code of the Commonwealth of Massachusetts, PROVIDED that the notice specified in Section 7.1 shall have been given to the Pledgor. The Pledgee shall be under no obligation to delay a sale of any of the Stock for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Pledgee agrees that any sale of the Stock shall be made in a commercially reasonable manner to Persons for whom, and in a manner in which, exemptions provided by the Investor Securities Act would be available, and the Pledgor agrees to use its best efforts to cause the issuer or issuers of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares Stock contemplated to be issued sold, to execute and deliver, and cause the Investor on directors and officers of such date issuer to execute and registered deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the name reasonable opinion of the Investor; Pledgee, advisable to exempt such Stock from registration under the provisions of the Securities Act, and (II) to make all amendments to such instruments and documents which, in the Investor shall deliver to opinion of the Company Pledgee, are necessary or advisable, all in conformity with the Purchase Price to be paid for such Shares, based on requirements of the Put Amount set forth in Section 2(B). In lieu Securities Act and the rules and regulations of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in Exchange Commission applicable thereto. The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall Pledgor further agrees to use all commercially reasonable its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Pledgee shall designate and, if required, to cause such issuer or issuers to make available to its transfer agent to electronically transmit security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeAct.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing In the event that, at any time any WCMA Loans are outstanding, either (1) an Event of Default pursuant to either Section 9.1(f) or 9.1(g) has occurred, or at the purchase by request of WCMA Lender in the Investor event that any other Event of Shares Default has occurred, or (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I2) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) WCMA Loan Commitment has been suspended or terminated in accordance with the following schedule provisions of this Agreement, then in either case, each of the Revolving Lenders (where “Noother than any Revolving Lender (other txxx Xxxxxxx Lxxxx) that was a Non-Funding Revolving Lender at the time the applicable WCMA Loans were advanced) shall be deemed to have irrevocably and immediately purchased and received from WCMA Lender, without recourse or warranty, an undivided interest and participation in the WCMA Loan in an amount equal to such Lender’s Revolving Loan Commitment Percentage multiplied by the total amount of the WCMA Loans outstanding. of Days Late” is defined as Any purchase obligation arising pursuant to the number of trading days beyond immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstances whatsoever. In the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each event that on any Business Day late beyond 10 days The Company WCMA Lender desires to effect settlement of any such purchase, WCMA Lender shall make promptly notify Administrative Agent to that effect and indicate the payment amounts required by each Lender to effect such settlement. Administrative Agent agrees to transmit to Revolving Lenders the information contained in each notice received by Administrative Agent from WCMA Lender and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the required payment settlement amount. Each such Lender (other than Non-Funding Revolving Lenders, as specified above) shall effect such settlement upon receipt of any payments incurred under this Section in immediately available funds upon demand such notice by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities transferring to the Investor, except Payment Account not later than noon (Chicago time) on the Business Day immediately following the Business Day of receipt of such notice (provided that such late payments shall offset if any such actual damages incurred Lender shall receive such notice at or prior to 10:00 a.m. (Chicago time) on a Business Day, such funding shall be made by such Lender on such Business Day), an amount equal to such Lender’s participation in the InvestorWCMA Loan. Upon such settlement, the Revolving Loan Commitment Amount of each purchasing Revolving Lender shall increase accordingly and Borrower shall, if requested by any Open Market Adjustment AmountRevolving Lender, as set forth belowexecute a replacement Revolving Loan Note in such increased amount.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOREach such insurance policy carried by Tenant insuring the Demised Premises, its business against interruption, and its fixtures and contents against loss by fire, water and causes covered by standard extended coverage or all risks endorsement insurance, shall be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Landlord in connection with any loss or damage covered by such policies except, however, criminal acts. The closing Landlord shall not be liable to the Tenant and Tenant, except for loss caused by the negligence of Landlord or Landlord's agents, officers, managers or employees, hereby waives any claims against Landlord for any loss or damage caused by fire, water or any of the risks enumerated in standard extended coverage insurance, all risks or special forms endorsement insurance, provided such insurance was obtainable at the time of such loss or damage. Notwithstanding any provision in this section to the contrary, Landlord acknowledges that it is Landlord's intent to purchase fuel from Tenant and/or execute a throughput agreement with Tenant and in doing so Landlord or its officers, managers, agents or employees may be on the Demised Premises; accordingly, Landlord shall be solely responsible for any and all resulting damages of any kind caused by the Investor negligence or recklessness of Shares (a “Closing”) shall occur Landlord or its officers, managers, agents or employees on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)Demised Premises. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company Landlord further agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Datedefend, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue indemnify and deliver the Securities to the Investor, except that such late payments shall offset hold harmless Tenant from any such actual damages incurred by the Investorclaims, penalties, suits, liabilities, fines, damages, losses, fees, costs, and any Open Market Adjustment Amountexpenses which may be imposed by such negligent or reckless conduct of Landlord or its officers, as set forth belowmanagers, agents or employees.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORIn order to facilitate Lender’s completion or making of such Replacements pursuant to Section 7.3.4, Borrower grants Lender the right, subject to the rights of Tenants under Leases, if Borrower fails to timely complete the Replacements and Lender provides written notice that it is exercising its rights under this Section, to enter onto any Individual Property and perform any and all work and labor necessary to complete or make such Replacements and/or employ watchmen to protect such Individual Property from damage. The closing of All sums so expended by Lender, to the purchase extent not from the Replacement Reserve Fund, shall be deemed to have been advanced under the Loan to Borrower and secured by the Investor Mortgages. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney in fact with full power of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver substitution to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on complete or undertake such date and registered Replacements in the name of Borrower. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower empowers said attorney in fact as follows: (i) to use any funds in the InvestorReplacement Reserve Account for the purpose of making or completing such Replacements; (ii) to make such additions, changes and corrections to such Replacements as shall be necessary to complete such Replacements; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary for the completion of such Replacements, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with any Individual Property or the rehabilitation and repair of any Individual Property; and (IIvii) to do any and every act which Borrower might do in its own behalf to fulfill the Investor shall deliver terms of this Agreement with respect to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeReplacements.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORINDEMNIFICATION (A) Tenant hereby agrees to defend, indemnify and hold Landlord harmless from and against any and all liability, damages, fines, suits, claims, demands and actions by or against anyone, and costs and expenses of any kind or nature (including but not limited to reasonable attorneys’ fees and expenses) , due to, arising out of, based upon or connected with, except if caused by the negligent acts or omissions of Landlord: (i) Any breach, violation or non-performance of any covenant, condition or agreement in this lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed; and/or (ii) Any loss or damage to person or property occasioned by or arising out of or in connection with the use and occupancy of the demised premises by Tenant, its employees, agents, customers, invitees, contractors or subcontractors, or by any use or occupancy which Tenant may permit or suffer to be made of the demised premises; and/or (iii) Injury to, or death of, any person or persons (including but not limited to Tenant’s customers and employees) occurring in the demised premises. (B) Tenant shall, at its own cost and expense, defend any and all actions, suits and proceedings which may be brought against, and Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be made or entered against, Landlord, its principals, disclosed or undisclosed, with respect to, or in connection with, any of the foregoing. The closing of the purchase comprehensive general liability coverage maintained by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor Tenant pursuant to this Agreement, certificates representing Lease shall specifically insure the Shares to be issued to the Investor on such date and registered in the name contractual obligations of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount Tenant as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and this Article and/or as provided that the Company's transfer agent then in this Lease. (C) If Landlord is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programmade a party to any action, upon request of the InvestorLandlord shall be entitled to appear, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay defend or otherwise take part in the issuance matter involved, at its election, by counsel of Securities beyond the Closing Date could result Landlord’s own choosing, at Tenant’s cost and expense, provided such action by Landlord does not limit or make void any liability of any insurer of Landlord or Tenant hereunder in economic damage respect to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) claim or matter in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativequestion.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. (a) The closing Property Owner specifically acknowledges that a title search has not been conducted on the Property and that the Developer is entering into this Agreement on the basis of the purchase representations and warranties provided by the Investor Property Owner hereunder and in particular those provided in Sections 3.1 and Error! Reference source not found.. If after the Effective Date the Developer conducts a title search and such search reveals that the Property Owner is not the legal and beneficial owner of Shares the Property, or that the Property Owner does not have the legal right and authority to grant to the Developer, its employees, servants, agents, consultants, contractors and sub-contractors the property rights contemplated by this Agreement, or that an easement, mortgage, pledge of security or other property right related to the Property (a “ClosingPrior Encumbrance”) shall occur on the date which is no later exists other than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver those expressly disclosed in writing to the Investor pursuant Developer prior to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation the Developer may, in its sole discretion, terminate this Agreement effective immediately. If the Developer elects not to terminate this Agreement, the Property Owner covenants and agrees to obtain from the holder of such Prior Encumbrance any non-disturbance agreement that the Developer or its lender(s) may reasonably require. (b) If the title search reveals a Prior Encumbrance, the Developer, in its sole and absolute discretion, may decide to consult with the holder of such Prior Encumbrance and the Property Owner shall use best efforts to resolve any issues that may arise out of the exercise of the Option vis-à-vis the Prior Encumbrance with the goal of concluding a legal agreement whereby the Prior Encumbrance and the Easement can co-exist over the Property without prejudice to the Investor for such lossDeveloper’s Easement rights or to the holders of security interests in Developer’s equipment and Works, if any. (c) Following the title search, the Company agrees Developer may determine, in its sole and absolute discretion, that amendments to make payments this Agreement and the Schedules hereto are required in order to address any issues arising from the Investor for late issuance of Securities results thereof. The Parties agree that in such an event, such amendments, which shall not unduly prejudice either Party’s commercial interests, will be negotiated and formalized in a commercially reasonable and good faith manner. (delivery of Securities after d) Notwithstanding Sections 3.9(b) and 3.9(c), the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeDeveloper may choose to terminate this Agreement at any time pursuant to Section 3.9(a).): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing R-3 Expense Exclusions (1) Any costs or expenses for which Landlord is reimbursed or indemnified (whether by an insurer, condemnor, tenant or otherwise); (2) Overhead and administrative costs of Landlord not directly incurred in the operation and maintenance of the purchase by the Investor of Shares Project; (a “Closing”3) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name Depreciation or amortization of the Investor; and Project or its contents or components (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount except as set forth in Section 2(B4.c.l.d; (4) Capital expenditures except as provided in Section 4.c.1.d; (5) Expenses for the preparation of space or other work which Landlord performs or causes to be performed for any tenant or prospective tenant of the Project; (6) Expenses for repairs or other work which is caused by fire, windstorm, casualty or any other insurable occurrence, including costs subject to Landlord's insurance deductible; (7) Expenses incurred in leasing or obtaining new tenants or retaining existing tenants, including leasing commission, legal expenses, advertising, entertaining or promotion; (8) Interest, amortization or other costs, including legal fees, associated with any mortgage, loan or refinancing of the Project (other than Tenant's leasehold interest), transfer or recordation taxes and other charges in connection with the transfer of ownership in the Project (other than Tenant's leasehold interest), land trust fees, and rental due under any ground lease relating to the property on which the Project is located; (9) Expenses incurred for any necessary replacement of any item to the extent that it is covered under warranty, and the cost of correcting defects in the original construction of the Base Buildings (as defined in Exhibit "G"); provided, however, that (i) repairs resulting from ordinary wear and tear shall not be deemed to be defects (with any disagreement as to whether a repair results from ordinary wear and tear or a construction defect being resolved pursuant to arbitration as set forth in Xxxxxxxxx 00 xx Xxxxxxx "X"), (xx) the costs of maintenance contracts which cover the warrantied repair may be included as Expenses, and (iii) it being expressly understood that the cost of correcting defects in the original construction of the Tenant Improvements (as defined in Exhibit "G") may, to the extent such repair constitutes a maintenance responsibility of Landlord herein, be included in Expenses; (10) The cost of any item or service which Tenant separately reimburses Landlord or pays to third parties, or which Landlord provides selectively to one or more tenants of the Project, other than Tenant, whether or not Landlord is reimbursed by such other tenant(s). In lieu This category shall include the actual cost of delivering physical certificates representing any special electrical, heating, ventilation or air conditions required by any tenant that exceeds normal building standards or is required during times other than the Securities standard business hours stated in this Lease; (11) Accounting and legal fees relating to the ownership, construction, leasing, sale or relating to any litigation in any way involving the Project and any common areas or to the enforcement of the terms of any lease; (12) Any interest or penalty incurred due to the late payment of any operating expense and/or Real Property Tax, but only if such late payment by Landlord or its agents is not the reasonable result of Tenant's action or inaction; (13) The cost of correcting any applicable building or fire code violations(s) or violations of any other applicable law relating to the project, of any common areas, and/or the cost of any penalty or fine incurred for noncompliance with the same in each case as of the Commencement Date but only to the extent that the same is attributable to Tenant's specific use and occupancy of the Premises, and any costs incurred to test, survey, clean up, contain, xxxxx or remove any environmental or Hazardous Material or materials, including asbestos containing materials from the Project or any common areas or to remedy any breach or violation of any Environmental Requirement in each case to the extent not the responsibility of Tenant pursuant to the terms of the Lease; (14) Any personal property taxes of Landlord for equipment or items not used directly in the operation or maintenance of the Project, nor connected therewith and the amount of any taxes otherwise paid by Tenant directly including all taxes referred to in Sections 1.j. and l.k. of the Lease; (15) Any expense that is not specifically enumerated and accounted for as a Project Expense in Landlord's expense statement and/or budget pertaining to the operation and administration of the Project or any common areas (including payroll and payroll-related expenses associated with administration and clerical personnel, general office expenses, and expenses for travel, entertainment, gifts, dues, subscriptions, memberships, tuition, seminars, errors and omissions insurance, automobile allowances, charitable or political donations and professional fees of any kind), and provided that the Company's transfer agent then is participating management fees in The Depository Trust Company any year shall not exceed an amount equal to four percent (“DTC”4%) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investorgross rental revenue received for that period. In no event shall the payroll, payroll related and other expenses related to any employees of Landlord above the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit Project Manager or equivalent operational level or not working full-time on the Securities by crediting the account management or operation of the Investor's prime broker Project be included in Expenses, provided that such expenses of part-time workers may be included if equitably allocated to reflect actual time spent on the Project; (as specified by 16) Any items the Investor within a reasonable period presence of which will artificially inflate Expenses in advance any year because they are unique, extraordinary or one-time expenses not directly related to the operation of the Investorproject, excluding special tax assessments and increases in taxes due to governmental modifications (e.g., to split tax rolls); (17) Any costs or expenses for sculpture, paintings, or other works of art, including costs incurred with respect to the purchase, ownership, leasing, repair, and/or maintenance of such works of art, in each case other than such items as are requested by Tenant; (18) The cost of overtime or other expenses to Landlord in performing work expressly provided in this Lease to be borne at Landlord's noticeexpense, unless incurred as a result of Tenant; (19) with DTC through All expenses directly resulting from the gross negligence or willful misconduct of Landlord, its Deposit Withdrawal Agent Commission agents, servants or other employees; (“DWAC”20) system. The Company understands that a delay All bad debt loss, rent loss, or reserve for bad debt or rent loss; (21) Payroll and payroll related expenses for any employees in commercial concessions operated by Landlord; (22) Any expenditures made more than eighteen (18) months prior to submission of demand; (23) Any management or operating costs demonstrably and materially in excess of similar costs incurred by reasonable and prudent landlords of comparable buildings in the issuance Tempe, Arizona, metropolitan area or any amount paid to an entity related to Landlord which demonstrably and materially exceed the amount that would have been paid for comparable goods or services in an arms-length transaction between unrelated parties in said market; and (24) Expenses incurred in any calendar year' and not included in a statement of Securities beyond the Closing Date could result in economic damage accounting prepared by Landlord prior to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance end of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. calendar year'; provided however, that if Landlord could not be aware of Days Late” is defined as specific Expenses, such Expenses may be included in the number first statement of trading days beyond the Closing Date, with the Amounts being cumulativeaccounting delivered after Landlord becomes aware of such Expenses.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing If the Improvements shall be damaged or destroyed by fire or any other casualty whatsoever, Lessor shall repair the damage and restore the Improvements, at its expense, with reasonable promptness after notice of the purchase damage or destruction. In the event that any of the insurance proceeds with respect to the Demised Premises and Improvements, shall remain after the completion of such restoration, the excess shall be paid to Lessee or as it may direct for Lessee’s account. Lessee’s obligations hereunder are subject to the following further understandings and agreements: If such fire or other casualty occurs during the last eighteen (18) months of the Demised Term or any extension thereof and the Improvements shall be damaged to the extent of 50% or more of the cost of replacement thereof, either party may terminate this Lease by giving notice to the other party of its intention to so terminate, said notice shall be delivered at least sixty (60) days prior to the effective date of such termination and within forty-five (45) days of delivery to Lessor of notice of the casualty, which shall be accompanied by the Investor estimated cost of Shares restoration from a licensed architect or engineer with at least ten (a “Closing”10) shall occur on years experience in the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver New York metropolitan area to the Investor pursuant to this Agreement, certificates representing effect that the Shares to be issued Improvements have been damaged to the Investor on extent provided in this paragraph and that Lessee has determined that the Improvements will not be rebuilt, replaced or repaired. In the event of such date termination, all insurance policies and registered proceeds shall be assigned and paid to the Lessor. Subject to the provisions of the preceding paragraph, in the name event of any such damage or destruction by fire or other casualty, the Investor; provisions of this Lease shall be unaffected and (II) Lessee shall remain and continue liable for the Investor shall deliver to the Company the Purchase Price payment of all installments of rent, additional rent, taxes and all other charges and impositions required hereunder to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateLessee, as compensation to though no damage or destruction by fire or other casualty had occurred, until the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Lease terminates as provided above or otherwise in accordance with the following schedule (where “No. terms of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativethis Lease.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing (c) Purchaser’s security interest in the Collateral shall terminate only upon satisfaction of the purchase by Repurchase Obligations, provided that, so long as no Event of Default shall have occurred and be continuing, Purchaser’s security interest with respect to any Purchased Asset shall terminate automatically effective upon the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) repurchase thereof in accordance with the following schedule terms of this Agreement and receipt by Purchaser of the Repurchase Price therefor (including the deposit into the Collection Account of an amount equal to the Repurchase Price for the applicable Purchased Asset, provided that there are sufficient funds in the Collection Account to pay all amounts then due and payable pursuant to Article 5(f) in full). Upon such satisfaction and upon request by Seller, Purchaser shall, at Seller’s sole expense, deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable and return (or approve the return by Custodian in accordance with the Custodial Agreement, as applicable) the Purchased Assets to Seller and reconvey the Purchased Items to Seller and release its security interest in the Collateral, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article 7, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”). Purchaser shall have all of the rights and, upon the occurrence and during the continuance of an Event of Default, may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Purchaser, at Seller’s sole cost and expense, as applicable, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall from time to time take such further actions as may be reasonably requested by Purchaser, to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Purchaser hereunder). Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller. 39 (d) Seller acknowledges that it has no rights to service the Purchased Assets but only has rights granted to it pursuant to Article 29. Without limiting the generality of the foregoing and the grant of a security interest pursuant to Article 7(a), and in the event that Seller is deemed by a court, other forum or otherwise to retain any residual Servicing Rights (notwithstanding that such Servicing Rights are Purchased Items hereunder), and for the avoidance of doubt, Seller hereby acknowledges and agrees that the Servicing Rights constitute Collateral hereunder for all purposes. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. (e) Seller agrees, to the extent permitted by any Requirement of Law, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where “No. any Purchased Asset or Mortgaged Property may be situated in order to prevent, hinder or delay the enforcement or foreclosure of Days Late” is defined as this Agreement, or the absolute sale of any of the Purchased Assets (subject to Purchaser’s obligation to transfer the Purchased Assets to Seller pursuant to Article 3, if applicable), or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Seller, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws and any and all right to have any of the properties or assets constituting the Purchased Assets marshaled upon any such sale, and agrees that Purchaser or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Purchased Assets individually or collectively (in any number of trading days beyond parts) as Purchaser or such court may determine. ARTICLE 8 TRANSFER AND CUSTODY (a) On the Closing DatePurchase Date for each Transaction, ownership of the related proposed Purchased Assets and other Purchased Items shall be transferred to Purchaser or its designee (including the Custodian, its counsel or, with respect to any Wet Purchased Asset or any other Purchased Asset for which Seller has delivered a Bailee Letter, if approved by Purchaser in its sole discretion, the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 Bailee) against the simultaneous transfer of the Purchase Price for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section such Purchased Asset in immediately available funds to an account of Seller (or an account directed by Seller) specified in the Confirmation relating to such Transaction and, upon demand by satisfaction of the Investor. Nothing herein conditions precedent in Article 3(b) and (c), such proposed Purchased Asset shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowbecome a Purchased Asset hereunder.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES ENTRY BY INVESTORLANDLORD (a) Landlord reserves the right to enter the Premises at any time to inspect the Premises, to submit the Premises to prospective purchasers or tenants, to post notice of nonresponsibility, and to alter, improve, maintain or repair the Premises that Landlord deems necessary or desirable, all without abatement of rent. The closing Except in the cases of emergencies and to post notices of nonresponsibility, Landlord shall give telephone notice twenty four (24) hours in advance, unless Tenant waives such notice, prior to entering the Premises. Landlord may erect scaffolding and other necessary structures where reasonably required by the character of the purchase work to be performed, but shall not block the entrance to the Premises nor interfere with Tenant's business or parking, except as reasonably required for the particular activity by Landlord. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, interference with quiet enjoyment, or other damage arising out of Landlord's entry on the Premises as provided in this paragraph, except damage, if any, resulting from the willful misconduct or negligence of Landlord or its authorized representatives. (b) In an emergency, Landlord shall have the right to use any means which Landlord deems reasonably necessary to obtain entry to the Premises without liability to Tenant, except for any failure to exercise due care for Tenant's property. Any such entry to the Premises by Landlord shall not be construed or deemed to be forcible or unlawful entry into or a detainer of the Premise or an eviction of Tenant from the Premises or any portion thereof. DESTRUCTION/RECONSTRUCTION (a) If ten percent (10%) or less of the Premises is damaged by an uninsured peril, Landlord shall promptly and diligently proceed to repair and restore the same to substantially the same condition as existed prior to such damage or destruction; provided, however, that should such damage be caused by the Investor act, negligence or fault or omission of Shares any duty with respect to the same by Tenant, its agents, servants, employees or invitees, Tenant, and not Landlord, shall be so obligated to repair and restore. If the Premises are damaged by an uninsured peril rendering more than ten percent (10%) of the Premises unusable for the conduct of Tenant's business, Landlord may, upon written notice, given to Tenant within thirty (30) days after the occurrence of such damage, elect to terminate this Lease (the effective date of such termination shall be as mutually agreed upon and if the parties fail to agree on such a “Closing”) date, the effective termination date shall occur on be the date that is thirty (30) days after the date Landlord gives written notice of its election to terminate this Lease); provided, however, Tenant may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration, in which event this Lease shall remain in full force and effect, and Tenant shall thereafter diligently proceed with such repairs and/or restoration. (b) If the Premises are damaged or destroyed by fire or other insured peril, Landlord shall promptly and diligently proceed to repair and restore the same to substantially the same condition as existed prior to such damage or destruction; provided, however, that Landlord shall not be obligated to repair and restore until either the insurer acknowledges that the loss is no later than covered by insurance and sufficient proceeds of such insurance are available to Landlord to pay the costs (including a reasonable allowance for contractor's profit and overhead not to exceed ten percent (10%) of the repairs and/or restoration) or the Tenant agrees to pay such costs to Landlord. If the existing laws do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party. If the cost of restoration exceeds the amount of insurance proceeds, and Tenant has not agreed to pay the cost of repairs and/or restoration to Landlord, either party can elect to terminate this Lease by giving notice to the other within fifteen (15) Trading Days days after determining that the restoration cost will exceed the insurance proceeds. In the case of destruction to the Premises, if Landlord elects to terminate this Lease, Tenant, within fifteen (15) days after receiving Landlord's notice to terminate, can agree to pay to Landlord the difference between the amount of insurance proceeds and the cost of restoration in which case Landlord shall restore the Premises. Landlord shall give Tenant satisfactory evidence that all sums contributed by Tenant as provided in this paragraph 22 have been expended by Landlord in paying the cost of restoration. If Landlord elects to terminate this Lease and Tenant does not elect to contribute toward the cost of restoration as provided herein, this Lease shall terminate, and all of the proceeds of the insurance shall be paid to Landlord; provided, however, that in the event such proceeds shall include any amounts paid for damage to or destruction of property belonging to Tenant, Landlord shall within ten (10) days of receipt, pay over such amounts to Tenant in the following manner: out of the applicable Put Notice Date (each gross proceeds paid by insurance to Landlord, Landlord shall retain an amount equivalent to the current replacement value of the building and improvements owned by Landlord; after Landlord has been so paid from the insurance proceeds, if there remains a “Closing Date”balance of such insurance proceeds which represent payment for damages to or destruction of improvements added by Tenant after the date of Tenant's occupancy of the Premises, then, to the extent of any remaining balance of the insurance proceeds and to the extent of Tenant's direct costs of making such added improvements, Landlord shall be obligated to pay over to Tenant such remaining insurance proceeds. During any such repairs or restoration described in this paragraph 22, rent shall xxxxx in proportion to the area of the Premises rendered unusable by such damage or destruction; provided, however, that Landlord shall have no liability by reason of injury to or interference with Tenant's business or property arising from the making of any repairs, alterations, or improvements in or to any portion of the Premises or in or to fixtures, appurtenances and equipment therein; and further provided, that if the damage is caused by the fault or neglect of Tenant, its agents or employees, there shall be no such abatement of rent unless covered by the loss of rents provisions of the insurance policy Landlord is required to carry and maintain pursuant to the provisions of Paragraph 17(b). On If the Premises are destroyed or substantially damaged within one year of the end of this Lease term or extensions thereof, or if Landlord cannot restore the Premises within One Hundred Twenty (120) days from the date of the damage or destruction, Landlord or Tenant shall each Closing Datehave the option to cancel the Lease effective as of the date of the damage or destruction or such later date as the electing party sets forth in its written notice of cancellation, (I) and all insurance proceeds on the Company real property shall deliver be paid to Landlord. In the event Tenant shall have paid all or a portion of the costs of any repairs or restorations for which Landlord subsequently receives insurance proceeds, then to the Investor pursuant to this Agreementextent that such insurance proceeds and Tenant's payments exceed Landlord's cost of repair and/or restoration, certificates representing the Shares to be issued Landlord shall reimburse Tenant to the Investor on such date and registered extent of Tenant's payments. (c) Landlord shall not be required to repair any damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railings, floor coverings, partitions, or any other property installed in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities Premises by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeTenant.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOREscrow Agent may resign at any time as Escrow Agent hereunder upon giving ten (10) days’ prior written notice to that effect to both Seller and Purchaser. The closing of In such event, the purchase successor Escrow Agent shall be a nationally recognized title insurance company selected by Purchaser and acceptable to both Seller and Purchaser. Such party that will no longer be serving as Escrow Agent shall deliver, against receipt, to such successor Escrow Agent, the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing DateDownpayment held by such party, (I) the Company shall deliver to be held by such successor Escrow Agent pursuant to the Investor pursuant to terms and provisions of this Agreement, certificates representing the Shares . If no such successor has been designated on or before such party ceases to be issued Escrow Agent hereunder, whether by resignation or otherwise, its obligations as Escrow Agent shall continue until such successor is appointed; provided, however, its sole obligation thereafter shall be to safely keep all monies then held by it and to deliver the same to the Investor on such date and registered in the name person, firm or corporation designated as its successor or until directed by a final order or judgment of the Investor; and (II) the Investor a court of competent jurisdiction, whereupon Escrow Agent shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) disposition thereof in accordance with such order; provided further, however, that such Escrow Agent, in such event, shall deliver the following schedule Downpayment against receipt, to any bank or trust company or title insurance company operating in New York City selected by such party. If no successor Escrow Agent is designated and qualified within five (where “No5) days after its resignation is effective, such party that will no longer be serving as Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent. Further, notwithstanding anything contained in this Section 23 to the contrary, if Escrow Agent shall have received a notice of Days Late” objection as provided for in Section 23.2.2 above within the time therein prescribed, or shall have received at any time before actual disbursement of the Downpayment a written notice signed by either Seller or Purchaser disputing entitlement to the Downpayment, Escrow Agent shall have the right, upon written notice to both Seller and Purchaser, (a) to deposit the Downpayment, together with the interest earned thereon with the Clerk of the Court in which any litigation is defined pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the number depositing of trading days beyond the Closing DateDownpayment, together with the interest earned thereon, with a court of competent jurisdiction and the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 commencement of an action for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investorlosing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any Open Market Adjustment Amount, as set forth belowprevious gross negligence or willful misconduct.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing In conducting the inspection of the purchase Properties and its due diligence review, Purchaser shall at all times comply with all laws and regulations of all applicable Governmental Authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions with any of Seller’s employees or representatives (other than Seller’s attorneys), or with any tenants at, or contractors providing services to, any of the Properties, unless in each case Purchaser obtains the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, it being agreed that (x) all such contacts or discussions shall, pending any such reasonable approval, be directed to Xxxxx Xxxxxx and subsequent to such approval shall only be conducted if a representative of Seller is included in such contact and/or discussion, and (y) under no circumstances will Purchaser have the right to communicate with residents at any Property, (ii) unreasonably interfere with the business of Seller (or any of its tenants) conducted at any of the Properties or unreasonably disturb the use or occupancy of any occupant of any of the Properties or (iii) damage any of the Properties. In conducting the foregoing inspection or otherwise accessing the Properties, Purchaser and Purchaser’s Representatives shall at all times comply with, and shall be subject to, the rights of the Operators under the Operating Leases and the residents under the Resident Agreements (and any Persons claiming under or through such Persons). Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. Purchaser shall schedule and coordinate all inspections, including, without limitation, any environmental tests, and/or discussions or communications as described above, with Seller and shall give Seller at least forty-eight (48) hours’ prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection, other access or contact and/or discussion. In the event that the Closing hereunder shall not occur for any reason whatsoever (other than a Seller’s willful default), then Purchaser shall pay to Seller promptly upon written demand the reasonable out-of-pocket cost of repairing and restoring any damage or disturbance which Purchaser or Purchaser’s Representatives shall cause to any of the Properties. In the event that the Closing hereunder shall not occur for any reason whatsoever, Purchaser shall promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof. Purchaser and Purchaser’s Representatives shall not be permitted to take soil or ground water samples or to conduct borings of any of the Investor Properties or drilling in or on any of Shares (a “Closing”) the Properties, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of the Properties without the prior written consent of Seller, which consent shall occur on not be unreasonably withheld, conditioned or delayed. Any liens against the date which is no Properties, or any portion thereof, arising from the performance of services by third-party contractors in connection with Purchaser’s due diligence activities shall be removed by Purchaser as promptly as practicable and in any event not later than the earlier to occur of (x) fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company business days after Purchaser shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered have been notified in the name writing of the Investor; and filing of such liens or (IIy) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days . The Company shall make any payments incurred under provisions of this Section 3(c) shall survive the Closing (but subject, in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities this case, to the Investor, except that such late payments shall offset terms of the JV Agreement) or any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowtermination of this Agreement.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing On each Settlement Date, as defined in the Summa Participation Agreement, that occurs after the second Business Day of the purchase month, unless North Mill shall have declared the Borrower’s account in Liquidation, North Mill shall pay to the Participant the Participant’s Agreed Compensation, earned on Participant’s Investment outstanding on each Settlement Date as set forth in paragraph VIII, with respect to the preceding month, provided and to the extent the Participant’s Agreed Compensation earned on Participant’s Investment has been paid (either in cash or by way of a charge against availability in the Borrower’s loan account which does not cause or create an over advance) to North Mill by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)Borrower. On each Closing Date, (I) the Company shall deliver Participant and Lender agree that subject to the Investor pursuant following sentence, all payments in respect of the principal of the Revolving Loans and interest thereon received by the Lender shall be first applied to this AgreementRevolving Loans under the Credit Line until such Revolving Loans have been paid in full and then to outstanding Revolving Loans under the Additional Credit Line. Notwithstanding the provisions of the preceding sentence, certificates representing upon the Shares maturity of the Revolving Loans or earlier payment thereof as a result of a foreclosure sale (or series of related sales), of the Collateral or a sale of the Borrower or substantially all of the assets of the Borrower or other liquidation of the Collateral, payments received at maturity or from such sale (or series of related sales) or other liquidation of the Collateral shall be applied ratably to be issued to the Investor on such date each of North Mill’s, ICG’s and registered Summa’s pro rata interest in the name amounts outstanding under each of the Investor; Revolving Loans under the Credit Line and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such SharesAdditional Credit Line, taken as a whole, net of Extraordinary Expenses, based on the Put Amount outstanding principal balance thereof immediately prior to such maturity or sale (or series of related sales). All payments due from North Mill to the Participant shall be made without set-off, counterclaim or deduction of any kind except as expressly set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeherein.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAttachment A, NASPO ValuePoint Master Agreement Terms and Conditions, Order of Precedence, Order, Section 12.2.3 Subsection 12.2.3 is deleted in its entirety and replaced with the following: “The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information, and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all reasonable costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim.” Attachment A, NASPO ValuePoint Master Agreement Terms and Conditions, Order of Precedence, Order, Section 14.14 Subsection 14.4 is deleted in its entirety and replaced with the following: To the extent permitted by law, Contractor’s cumulative liability to any Purchasing Entity for any loss or damage resulting from any claim, demand, or action under this Agreement shall be limited to the amount paid by Purchasing Entity to Contractor in the twelve months preceding the claim. The closing foregoing limitation of liability shall not apply to claims that are subject to this Master Agreement’s general indemnification and intellectual property indemnification obligations found in Attachment A, Section XII. EXHIBIT B STATE OF OKLAHOMA GENERAL TERMS 6.2 Subsection 6.2 shall be deleted in its entirety and replaced with the following: Services will be performed in accordance with industry best practices and are subject to acceptance by the Customer. Notwithstanding any other provision in the Contract, deemed acceptance of a service or associated deliverable shall not apply automatically upon receipt of a deliverable or upon provision of a service. Supplier warrants and represents that a product or deliverable furnished by or through the Supplier shall individually, and where specified by Supplier to perform as a system, be substantially uninterrupted and error-free in operation and guaranteed against faulty material and workmanship for a warranty period of the purchase greater of ninety (90) days from the date of acceptance or the maximum allowed by the Investor manufacturer. A defect in a product or deliverable furnished by or through the Supplier shall be repaired or replaced by Supplier at no additional cost or expense to the Customer if such defect occurs during the warranty period. Any product to be delivered pursuant to the Contract shall be subject to final inspection and acceptance by the Customer at Destination. The Customer assumes no responsibility for a product until accepted by the Customer. Title and risk of Shares (loss or damage to a “Closing”) product shall occur on be the date which is no later than responsibility of the Supplier until accepted. The Supplier shall be responsible for filing, processing, and collecting any and all damage claims accruing prior to acceptance. Customer shall complete inspection within fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)days of receipt of product. On each Closing DatePursuant to OAC 260:115-9-5, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name payment for an Acquisition does not constitute final acceptance of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B)Acquisition. In lieu of delivering physical certificates representing the Securities and provided If subsequent inspection affirms that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request Acquisition does not meet or exceed the specifications of the Investororder or that the Acquisition has a latent defect, the Company Supplier shall use all be notified as soon as is reasonably practicable. The Supplier shall retrieve and replace the Acquisition at Supplier’s expense or, if unable to replace, shall issue a refund to Customer. Refund under this section shall not be an exclusive remedy. STATE OF OKLAHOMA GENERAL TERMS 9.1 As long as Supplier has an obligation under the terms of the Contract and in connection with performance of its obligations, the Supplier shall make commercially reasonable efforts to cause its transfer agent remain incompliance with, and shall have an ongoing obligation to electronically transmit comply, with all applicable federal, State, and local laws, rules, regulations, ordinances, and orders, as amended, including but not limited to the Securities by crediting the account following: A. Drug-Free Workplace Act of 1988 set forth at 41 U.S.C. §81. B. Section 306 of the Investor's prime broker Clean Air Act, Section 508 of the Clean Water Act, Executive Order 11738, and Environmental Protection Agency Regulations which prohibit the use of facilities included on the EPA List of Violating Facilities under nonexempt federal contracts, grants or loans; C. Prospective participant requirements set at 45 C.F.R. part 76 in connection with Debarment, Suspension and other responsibility matters; D. 1964 Civil Rights Act, Title IX of the Education Amendment of 1972, Section 504 of the Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, and Executive Orders 11246 and 11375; E. Anti-Lobbying Law set forth at 31 U.S.C. §1325 and as implemented at 45 C.F.R. part 93; F. Requirements of Internal Revenue Service Publication 1075 regarding use, access and disclosure of Federal Tax Information (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) defined therein); G. Obtaining certified independent audits conducted in accordance with Government Auditing Standards and Office of Management and Budget Uniform Guidance, 2 CFR 200 Subpart F §200.500 et seq. with approval and work paper examination rights of the following schedule (where “No. applicable procuring entity; H. Requirements of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue Oklahoma Taxpayer and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.Citizen

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7 with respect to Borrower, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations, shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any Loan, the obligation of Issuing Lender to issue any Letter of Credit and the right of any Lender to participate in any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent may (and shall, upon the written request or with the written consent of Requisite Lenders), by written notice to Borrower, declare all or any portion of the purchase by amounts described in clauses (a) through (c) above to be, and the Investor same shall forthwith become, immediately due and payable, and the obligation of Shares (a “Closing”) each Lender to make any Loan, the obligation of Issuing Lender to issue any Letter of Credit and the right of any Lender to participate in any Letter of Credit hereunder shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investorthereupon terminate; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating foregoing shall not affect in The Depository Trust Company any way the obligations of Lenders under subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(iii). Any amounts described in clause (“DTC”b) Fast Automated Securities Transfer (“FAST”) programabove, upon request when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Investor, the Company Collateral Account Agreement and shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (be applied as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativetherein provided.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing a transfer of (a) one hundred percent (100%) of the purchase equity interests in a REIT Borrower to RVT TRS Mezz Borrower 1 LLC such that following such transfer RVT TRS Mezz Borrower 1 LLC will be the direct owner of one hundred percent (100%) of the equity interests in such transferred REIT Borrower and (b) one hundred percent (100%) of the equity interests in a Non-REIT Borrower to RVT MS Mezz Borrower 1 LLC, RVT Mezz Borrower 1 LLC or RVT PR Mezz Borrower 1 LLC, as applicable, such that following such transfer, RVT MS Mezz Borrower 1 LLC, RVT Mezz Borrower 1 LLC or RVT PR Mezz Borrower 1 LLC, as applicable, will be the direct owner of one hundred percent (100%) of the equity interests in such transferred Non-REIT Borrower (provided, that, the foregoing provisions of clauses (a) and (b) above shall not be deemed to waive, qualify or otherwise limit Borrower’s (or Pledgor’s or any SPE Component Entity’s) obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), provided, further, that in each case, after giving effect to such transfer, (A) Lender shall receive not less than ten (10) days prior written notice of such transfer; (B) no such transfers shall result in a change in Control of Sponsor or Affiliated Manager; (C) after giving effect to such transfers, the Sponsor Control Condition shall be satisfied; (D) after giving effect to such transfers, each Individual Property shall continue to be managed by the Investor of Shares (Manager or a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following New Manager approved in accordance with the applicable Put Notice Date terms and conditions hereof; (each a “Closing Date”). On each Closing Date, E) Sponsor shall (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name own 100% of the Investor; direct or indirect equity ownership interests in Borrower, Pledgor, and SPE Component Entity, and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such SharesControl Borrower, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the InvestorPledgor, and any Open Market Adjustment Amount, as set forth below.SPE Component Entity; (F)

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing (v) Tenant defaults under any other lease between Landlord and Tenant, and such default is not cured within any applicable cure period; (vi) Tenant or any guarantor of this Lease shall file a petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, dissolution or similar relief under any applicable Law or if Tenant or any such guarantor shall seek or consent to the appointment of a trustee, receiver or liquidator of Tenant or such guarantor or the business of either, shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts when due; (vii) there shall be filed against Tenant or any guarantor of this Lease an involuntary petition in bankruptcy or any proceeding seeking to reorganize, dissolve or liquidate Tenant or such guarantor, or if a trustee or receiver shall be appointed for Tenant or such guarantor or over the business or substantially all of the purchase by the Investor property of Shares either of them, and such petition, proceeding, trustee or receiver is not dismissed with prejudice within thirty (a “Closing”30) days; (viii) any execution or attachment shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name against Tenant or any of Tenant's Property, whereby all or any part of the Investor; Leased Premises or Tenant's interest under this Lease shall be taken or occupied, and such execution or attachment, shall not be set aside, vacated or discharged within thirty (II30) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in days after the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.same; or

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAll payments made by Borrower under the Loan Documents shall be made free and clear of, and without reduction for or on account of, Foreign Taxes, excluding, in the case of Administrative Agent and Lender, taxes measured by its income, and franchise taxes imposed on it. The closing If any non-excluded Foreign Taxes are required to be withheld from any amounts payable to Administrative Agent (for the benefit of Lender) under the purchase by Loan Documents, the Investor amounts so payable to Administrative Agent (for the benefit of Shares (a “Closing”Lender) shall occur on be increased to the date extent necessary to yield to Administrative Agent (for the benefit of Lender) (after payment of all non-excluded Foreign Taxes) interest or any such other amounts payable under the Loan Documents at the rate or in the amounts specified hereunder. Whenever any non-excluded Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Administrative Agent an original official receipt, if available, or certified copy thereof showing payment of such non-excluded Foreign Tax. Borrower shall indemnify Administrative Agent and Lender and hold Administrative Agent and Lender harmless from, and be responsible for paying, any incremental taxes, interest or penalties that may become payable by Administrative Agent or Lender which is no later than fifteen may result from any failure by Borrower to pay any such non-excluded Foreign Tax when due to the appropriate taxing authority, or any failure by Borrower to remit to Administrative Agent (15) Trading Days following for the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (Ibenefit of Lender) the Company shall deliver required receipts or other required documentary evidence. Administrative Agent’s inability to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on notify Borrower of any such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Foreign Tax in accordance with the following schedule (where “No. immediately preceding sentence shall in no way relieve Borrower of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred its obligations under this Section Section. As used herein “Foreign Taxes” means, collectively, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof. As used herein “Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever, or any governmental uxxx (xxxxxxx, xxxxx, xxxxxx, xxxxxxxx, xxxxxxxxx, xxxx or otherwise) whether new or hereafter in immediately available funds upon demand by existence. Notwithstanding anything contained herein to the Investor. Nothing herein contrary, the foregoing obligation to pay such additional amounts resulting from the payment of Foreign Taxes and to indemnify Administrative Agent and Lender shall limit not apply to any Foreign Tax that is imposed on amounts payable to Administrative Agent or Lender under the Investor's right Loan Documents on the date of this Agreement (or on the date that any Lender becomes a Lender hereunder) or is attributable solely to pursue actual damages for the Company's Administrative Agent’s or Lender’s failure to issue provide Borrower with proper and deliver sufficient evidence under the Securities IRS Code to establish that it is exempt from (or eligible for a reduced rate of) Foreign Tax with respect to amounts payable under the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowLoan Documents.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing (a) Upon the expiration or earlier termination of the purchase Lease (unless such earlier termination is due to an Event of Default under the Lease), Landlord shall reimburse Tenant for the then unamortized portion of the cost to Tenant of any repairs and replacements made by Tenant at Building B which (i) are to (A) any of the structural components of the Building or (B) any of the central systems or components of the central systems of the Building which in either case (1) Tenant is required to make under the terms of the Lease, (2) is not a repair or replacement for which Tenant is entitled to reimbursement from Landlord pursuant to Section 1.1., (3) is not a repair or replacement covered by insurance proceeds or condemnation awards payable to Tenant, (4) is not a repair or replacement the need for which was caused by the Investor negligence or wilful misconduct of Shares Tenant, its Affiliates or Subtenants, or their respective agents, servants, employees, invitees or contractors (other than Landlord or its Affiliates or their respective agents, servants, employees, invitees or contractors) and (5) is a “Closing”repair or replacement which Tenant is required to capitalize, and may not treat as an operating expense, under generally accepted accounting principles, (ii) are amortized over the useful life of the items(s) in question and in a manner consistent with past practices of Xxxxxxx Xxxxx & Co., Inc. ("Merrill"), provided that prior to making such repair or replacement, Tenant shall occur on have obtained Landlord's written consent (which consent Landlord shall not unreasonably withhold or delay) to the date which is no later than fifteen specifications, budget, contractor and contract for such repair or replacement, and (15iii) Trading Days following are not recovered by Tenant pursuant to Sections 9.01(c) and/or 9.09 of the applicable Put Notice Date Lease (each a “Closing Date”if the Lease terminates pursuant to Section 9.01(a) thereof). On each Closing DateSubject to Section 1.4.(b), such reimbursement shall be in the amount specified in a notice from Tenant to Landlord requesting the same, which notice shall be accompanied by (x) a certificate from an independent registered architect or licensed professional engineer as to the cost to Tenant of the repairs and replacements in question, (Iy) the Company shall deliver a certificate from an authorized officer of Tenant as to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on then unamortized portion of such date and registered in the name of the Investor; cost and (IIz) the Investor such other information and documentation as Landlord shall deliver reasonably require with respect to the Company the Purchase Price to such repairs and replacements, including, without limitation, Tenant's accounting records with respect thereto, which records shall be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) kept in accordance with Xxxxxxx'x past practices. Landlord shall pay such reimbursement to Tenant, subject to the following schedule limitation of Section 1.8.(a), within ten (where “No10) Business Days after Tenant, pursuant to Article 33 of the Lease, has completed vacating the Premises. (b) If Landlord disputes the amount of the reimbursement or the compliance of the repairs and replacements in question with any of the requirements set forth above, such dispute shall be submitted to and resolved by arbitration in accordance with Article 36 of the Lease. of Days Late” is defined as Landlord shall, nevertheless, pay the number of trading days beyond the Closing Datereimbursement in accordance with Tenant's notice, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investorwithout prejudice to Landlord's right to pursue actual damages for contest the Company's failure same; and if it shall be determined that Tenant was not entitled to issue and deliver any reimbursement or that the Securities reimbursement exceeded the amount to which Tenant was entitled, Tenant shall refund to Landlord the amount of the reimbursement, or such excess, as the case may be, within ten (10) Business Days after notice of the arbitrators' decision, together with interest thereon at the Prime Rate from the date such reimbursement was paid (or dates, if the reimbursement was paid in installments) to the Investor, except that date of such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowrefund.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing In connection with Alterations or otherwise, Tenant shall do all things reasonably necessary to prevent the filing of any liens or encumbrances against the Premises, or any part thereof, or upon any interest of Landlord or any mortgagee or beneficiary under a deed of trust or any ground or underlying lessor in any portion of the purchase Premises, by reason of labor, services or materials supplied or claimed to have been supplied to Tenant, or anyone holding the Investor Premises, or any part thereof, through or under Tenant. If any such lien or encumbrance shall at any time be filed against all or any portion of Shares the Premises, Tenant shall either cause same to be discharged of record within twenty (a “Closing”20) shall occur on days after the date which is no later than fifteen of filing of same or Tenant's receipt of written notice from Landlord or, if Tenant in good faith determines that such lien should be contested, Tenant shall either (15i) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on bond over such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) lien in accordance with applicable law in an amount sufficient to remove the following schedule subject liens as a matter of record, or (where “Noii) furnish such security as Landlord shall determine to be necessary and/or required to prevent any foreclosure proceedings against all or any portion of the Premises during the pendency of such contest. If Tenant shall rail to discharge or bond over such lien or encumbrance or fail to furnish such security within such period, then, in addition to any other right or remedy of Days Late” Landlord resulting from said default of Tenant, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimmed to be due or by procuring the discharge of such lien by giving security or in such other manner as is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand or may be prescribed by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investorlaw, and any Open Market Adjustment AmountTenant agrees to reimburse Landlord within five (5) days after demand for all costs, as set forth belowexpenses, and other sums of money spent in connection therewith.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Buyer’s security interest in the Collateral and the Collection Account shall terminate only upon satisfaction of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)Repurchase Obligations. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on Upon such date satisfaction and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorSeller, the Company shall use all Buyer shall, at Seller’s sole expense, deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable efforts to cause its transfer agent to electronically transmit and return (or approve the Securities return by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Custodian in accordance with the following schedule Custodial Agreement, as applicable) the Purchased Assets, Purchased Items, Purchased Asset Documents and Purchased Asset Files to Seller and reconvey the Purchased Assets and Purchased Items to Seller and release its security interest in the Collateral, the Collection Account and the Servicer Account, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (where the “NoUCC”). Buyer shall have all of Days Late” is defined the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the number of trading days beyond security interest granted hereby, UCC financing statements and continuation statements (collectively, the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor“Filings”), and any Open Market Adjustment Amountshall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall from time to time take such further actions as set forth belowmay be requested by Buyer in its sole discretion to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORThe security interest of Administrative Agent, on behalf of Xxxxxx, in the Purchased Items shall terminate only upon termination of Seller’s obligations under this Agreement and the documents delivered in connection herewith and therewith and the other Transaction Documents including, for the avoidance of doubt, Seller repurchasing each Purchased Asset. The closing For the avoidance of doubt, Administrative Agent’s, on behalf of Buyers, security interest in the Purchased Items shall not terminate upon Administrative Agent’s determination of the purchase by Market Value of any Purchased Asset to be zero. Upon such termination, Administrative Agent shall deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable and shall promptly return the Investor Purchased Assets to Seller and reconvey the Purchased Items to Seller and release its security interest in the Purchased Items. For purposes of Shares the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (a the “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing DateUCC”). On each Closing DateAdministrative Agent, on behalf of Buyers, shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC. In furtherance of the foregoing, (Ia) the Company Administrative Agent, on behalf of Buyers, at Seller’s sole cost and expense, as applicable, shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares cause to be issued filed in such locations as may be necessary to the Investor on such date perfect and registered in the name maintain perfection and priority of the Investor; security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (IIb) Seller shall from time to time take such further actions as may be requested by Administrative Agent to maintain and continue the Investor shall deliver perfection and priority of the security interest granted hereby (including marking its records and files to evidence the Company the Purchase Price interests granted to be paid for such SharesAdministrative Agent, based on the Put Amount set forth in Section 2(Bbehalf of Xxxxxx, hereunder). In lieu Seller hereby authorizes Administrative Agent, on behalf of delivering physical certificates representing the Securities Buyers, to file a UCC financing statement naming Seller as debtor and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programAdministrative Agent, upon request on behalf of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateXxxxxx, as compensation to secured party and describing the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where collateral covered thereby as “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeall assets now owned or hereafter acquired.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.”

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR4. The closing of If Lessee elects to engage another general contractor, or individual sub-contractors, Lessee shall, at its sole cost and expense, complete the purchase by the Investor of Shares (a “Closing”) Work. Lessee shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on complete such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC Work through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) own contractors in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, terms and conditions: a. Lessee's workmen and mechanics shall work in harmony and not interfere with the Amounts labor employed by Lessor, Lessor's mechanics or contractors or by any other Lessee or their mechanic or contractors, if any. If at any time Lessee and or its contractors cause disharmony or interference with the operation of the Building, Lessor shall give forty-eight (48) hours written notice to Lessee and Lessee shall promptly resolve any dispute so that the tenor of the construction process and the operation of the Building is returned to that which existed prior to Lessor's notice. Such entry by Lessee's contractors shall be deemed controlled by all of the terms, covenants, provisions and conditions of the Lease.* b. Prior to the commencement of the Work, Lessee shall provide Lessor with evidence of Lessee's contractors and sub-contractors carrying such worker's compensation, general liability, personal and property insurance required by law and in amounts no less than the amounts set forth in Paragraph 8 herein. Lessor shall not be liable in any way for any injury, loss or damage which may occur to any portion of the Work, Lessee's decorations, or installments so made, the same being cumulativesolely at Lessee's risk.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 c. All proposed Building System work, including the preparation of the plans and specifications identified herein, shall be approved by Lessor's engineers (the "Engineering Review"), and the reasonable cost thereof shall be Lessee's responsibility. d. Lessor shall afford Lessee and its contractors the opportunity to use the Building facilities in order to enable Lessee and its contractors to perform the Work, provided however, that Lessee and its contractors shall remain responsible for each Business Day late beyond 10 days the scheduling and transportation of materials and equipment used in the performance of such work. Lessee shall give Lessor adequate prior notice with regard to the scheduling and transportation of materials in and out of the Building. Lessor shall furnish, at Lessor's expense, water, electricity, heat and ventilation during the performance of the Work during regular construction trade hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of trade holidays. Scavenger service shall be provided by Lessor at Lessee's expense. e. All plans, changes to the plans and work installed by Lessee and its sub-contractors shall require inspections to be made by Lessor's Base Building Sub-Contractors at Lessee's or Lessee's contractors expense (the "Inspection Fees"). The Company Base Building Sub-Contractors shall make any payments incurred under supply Lessor with certification that work so preformed has been completed in accordance with the Plans which have been previously approved by Lessor. If a Base Building Sub-Contractor is selected and actually installs the work, the Inspection Fees described in this Section in immediately available funds upon demand paragraph with respect to such work shall not be required. f. Lessee shall be responsible for all cleaning and removal of debris necessitated by the Investorperformance of the Work. Nothing herein If Lessee fails to provide such cleaning and removal, the same may be performed by Lessor on Lessee's behalf (except if the debris is only located within the Premises, Lessor shall limit the Investor's right give Lessee three (3) days notice prior to pursue actual damages for the Company's failure to issue performing such work) and deliver the Securities Lessee will pay Lessor an amount equal to the Investor, except that such late payments contractor's charge therefore. Neither the outside appearance nor the strength of the Building or of any of its structural parts shall offset any such actual damages incurred be affected by the Investor, Work. The proper functioning of any of the Building Systems shall not be adversely affected or the usage of such systems by Lessee shall not be materially increased above the projected usage of such systems indicated by the current plans and any Open Market Adjustment Amount, specifications of the Building. i. Lessee and its general and sub-contractors shall be bound by and observe all of the conditions and covenants contained in the Lease and this Exhibit B. j. Lessor shall designate a "Project Manager" as set forth belowits rexxxxxxxxxxxx xx the Building who shall be responsible for coordination and supervision of the Work as it pertains to the daily operation of the Building. The Project Manager and his subordinates shall be granted access to the Fourth Expansion Premises at all times during the construction period.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORINDEMNIFICATION (A) Tenant hereby agrees to defend, indemnify and hold Landlord harmless from and against any and all liability, damages, fines, suits, claims, demands and actions by or against anyone, and costs and expenses of any kind or nature (including but not limited to reasonable attorneys’ fees and expenses), due to, arising out of, based upon or connected with, except if caused by the negligent acts or omissions of Landlord: (i) Any breach, violation or non-performance of any covenant, condition or agreement in this lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed; and/or (ii) Any loss or damage to person or property occasioned by or arising out of or in connection with the use and occupancy of the demised premises by Tenant, its employees, agents, customers, invitees, contractors or subcontractors, or by any use or occupancy which Tenant may permit or suffer to be made of the demised premises; and/or (iii) Injury to, or death of, any person or persons (including but not limited to Tenant’s customers and employees) occurring in the demised premises. (B) Tenant shall, at its own cost and expense, defend any and all actions, suits and proceedings which may be brought against, and Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be made or entered against, Landlord, its principals, disclosed or undisclosed, with respect to, or in connection with, any of the foregoing. The closing of the purchase comprehensive general liability coverage maintained by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor Tenant pursuant to this Agreement, certificates representing Lease shall specifically insure the Shares to be issued to the Investor on such date and registered in the name contractual obligations of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount Tenant as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and this Article and/or as provided that the Company's transfer agent then in this Lease. (C) If Landlord is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programmade a party to any action, upon request of the InvestorLandlord shall be entitled to appear, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay defend or otherwise take part in the issuance matter involved, at its election, by counsel of Securities beyond the Closing Date could result Landlord’s own choosing, at Tenant’s cost and expense, provided such action by Landlord does not limit or make void any liability of any insurer of Landlord or Tenant hereunder in economic damage respect to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) claim or matter in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativequestion.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Purchaser’s security interest in the Collateral shall terminate only upon satisfaction of the purchase by Repurchase Obligations, provided that, so long as no Event of Default shall have occurred and be continuing, Purchaser’s security interest with respect to any Purchased Asset shall terminate automatically effective upon the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) repurchase thereof in accordance with the following schedule terms of this Agreement and receipt by Purchaser of the Repurchase Price therefor (where “Noincluding the deposit into the Collection Account of an amount equal to the Repurchase Price for the applicable Purchased Asset, provided that there are sufficient funds in the Collection Account to pay all amounts then due and payable pursuant to Article 5(f) in full). of Days Late” is defined Upon such satisfaction and upon request by Seller, Purchaser shall, at Seller’s sole expense, deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable and return (or approve the number of trading days beyond the Closing Date, return by Custodian in accordance with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company Custodial Agreement, as applicable) the Purchased Assets to Seller and reconvey the Purchased Items to Seller and release its security interest in the Collateral, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article 7, this Agreement shall make any payments incurred be deemed to constitute a security agreement under this Section the New York Uniform Commercial Code (the “UCC”). Purchaser shall have all of the rights and, upon the occurrence and during the continuance of an Event of Default, may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Purchaser, at Seller’s sole cost and expense, as applicable, shall cause to be filed in immediately available funds upon demand by such locations as may be necessary to perfect and maintain perfection and priority of the Investor. Nothing herein shall limit security interest granted hereby, UCC financing statements and continuation statements (collectively, the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor“Filings”), and any Open Market Adjustment Amountshall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall from time to time take such further actions as set forth belowmay be reasonably requested by Purchaser, to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Purchaser hereunder). Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing (i) Notwithstanding anything to the contrary contained in this lease, in the event that any asbestos-containing floor tiles or lead paint shall be discovered in or about the Premises which shall be required to be removed or remediated as a consequence of the purchase change or modification of applicable Legal Requirements which are in effect as of the date of this lease, unless the existence of such materials in or about the Premises (I.E., the introduction of such materials into the Premises and the Unit) shall result from any act or omission (where there is a duty to act) from and after the date of this lease of Tenant or any of Tenant's subtenants or other occupants of all or any portion of the Premises claiming by, through or under Tenant, or any of Tenant's or their respective employees, agents or contractors, Landlord shall (and Landlord's sole liability shall be to), at Landlord's sole cost and expense, as promptly as reasonably practicable following notice from Tenant, remove or remediate any such materials (such removal or remediation being herein referred to as "LANDLORD'S HAZARDOUS MATERIALS WORK") in accordance with all applicable Legal Requirements. Tenant shall promptly vacate any floor or portion thereof (as reasonably determined by the Investor parties) in which Landlord shall be required to perform Landlord's Hazardous Materials Work in accordance with this Section 2.01(d)(i) (any such floor or portion thereof being hereinafter referred to as a "LANDLORD'S HAZARDOUS MATERIALS WORK AREA"). Tenant hereby acknowledges that the performance of Shares (a “Closing”) shall occur Landlord's Hazardous Materials Work by Landlord may cause some inconvenience to Tenant and interference with the conduct of Tenant's business in any portions of the Premises adjacent to any Landlord's Hazardous Materials Work Area, whether located on the date same floor as a Landlord's Hazardous Materials Work Area or on a contiguous floor (any such portions of the Premises being hereinafter referred to as an "ADJACENT AREA"), including, without limitation, the sealing off of the Landlord's Hazardous Materials Work Area from any Adjacent Area and the performance of such actions and the imposition of such requirements as may be necessary to (A) comply with applicable Legal Requirements or insurance requirements, and (B) provide for the safety of Tenant's employees, contractors and invitees in any Adjacent Area during the performance of Landlord's Hazardous Materials Work (including without limitation, if necessary in the parties' reasonable judgment, a requirement that Tenant vacate the entire floor or a portion of a floor on which Landlord is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”required to perform any Landlord's Hazardous Materials Work). On each Closing DateTenant further acknowledges and agrees that Landlord shall not be liable to Tenant, nor shall Tenant be entitled to any diminution or abatement of rent (Iexcept as hereinafter set forth) or other compensation or allowance for diminution of rental value, nor shall this lease or any of the Company shall deliver obligations of Tenant be affected or reduced, as a result of the performance by Landlord of any Landlord's Hazardous Materials Work or as a result of the existence in the Premises of any of the materials described in this Section 2.01(d)(i). Subject to the Investor pursuant to this Agreementforegoing, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company Landlord shall use all commercially reasonable efforts to cause its transfer agent (1) minimize the size of any area that is sealed off as a Landlord's Hazardous Materials Work Area and (2) perform Landlord's Hazardous Materials Work expeditiously and in a manner that will create the least practicable inconvenience to electronically transmit Tenant and interference with the Securities by crediting the account conduct of the InvestorTenant's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay business in the issuance of Securities beyond the Closing Date could result Premises, provided that Landlord shall in economic damage no event be obligated to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeperform same on an "overtime" basis.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAddendum to Article 7 (Subordination). The closing Tenant covenants and agrees that, if by reason of a default on the part of Landlord, as lessee under any ground or underlying lease, in performance of any of the purchase terms or provisions of such ground or underlying lease, or for any other reason of any nature whatsoever, such ground or underlying lease and leasehold estate of Landlord as lessee thereunder is terminated by summary proceeding or otherwise, or if such ground or underlying lease and such leasehold estate is terminated through foreclosure proceedings brought by the Investor holder of Shares (any mortgage to which such ground or underlying lease is subject or subordinate, or in case of any foreclosure of any mortgages affecting the real property of which the demised premises is a “Closing”) part, Tenant will attorn to the lessor under such proceedings, as the case may be and will recognize such lessor or such purchaser as Tenant's landlord under this Lease, unless the lessor under such ground or underlying lease or the holder of any such mortgage in any such proceedings shall occur elect in connection therewith to terminate this Lease and the rights of Tenant to the possession of the demises premises. Tenant agrees to execute and deliver at any time and from time to time, upon the request of Landlord, the lessor under any such ground or underlying lease, or any such mortgagee or purchaser any instrument which may be necessary or appropriate to evidence such attornment and Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute and deliver any such instrument for and on behalf of Tenant. Such attornment by Tenant shall contain, among other things, provisions to the date which is effect that in no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Dateevent shall such lessor, mortgagee or purchaser as landlord, (Ii) be obligated to repair, replace or restore the Company shall deliver to Building or the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered demised premises in the name event of damage or destruction, beyond such repair, replacement or restoration as can be reasonably accomplished from the net proceeds of insurance actually received by or made available to such landlord, (ii) be responsible for any previous act or omission of the Investor; and landlord or the tenant under such ground or underlying lease or for the return of any security deposit unless actually received by such landlord, (IIiii) be subject to any liability or offset accruing to Tenant against Landlord, (iv) be bound by any previous modification or extension of this Lease unless previously consented to, or (v) be bound by any previous prepayment of more than one month's rent or other charge. Tenant further waives the Investor shall deliver provisions of any statute or rule of law now or hereafter in effect which may give or purport to the Company the Purchase Price give Tenant any right of election to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request terminate this Lease or to surrender possession of the Investordemised premises in the event such ground or underlying lease terminates or any such summary proceeding or foreclosure proceeding is brought by the lessor under any such ground or underlying lease or the holder of any such mortgage and agrees that, unless and until any such lessor under any such ground or underlying lease or holder of any such mortgage in connection with any such proceeding shall elect to terminate this Lease and to extinguish the Company leasehold estate of Tenant hereunder this Lease shall not be affected in any way whatsoever by any such proceeding or termination. Notwithstanding the above, Landlord shall use all commercially reasonable efforts to cause its transfer agent provide to electronically transmit the Securities by crediting the account Tenant a subordination and non-disturbance agreement from any mortgagees of the Investor's prime broker (as specified by real property of which the Investor within demised premises forms a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativepart.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORDuring the period commencing on the Effective Date and ending on the Closing Date or the date of any earlier termination of this Agreement, Purchaser and Purchaser’s Representatives (as defined in Paragraph 21 hereof) shall have the right to enter onto the Real Property to: (i) perform non-invasive inspections and tests, all of which shall be upon at least twenty-four (24) hours’ request (which request may be given by email to the General Counsel of Seller); and (ii) show the Property to potential lenders and joint venture partners. The closing Notwithstanding anything to the contrary contained herein, in no event shall Purchaser have the right to perform any invasive inspections and tests of the purchase by the Investor of Shares Property without Seller’s prior written consent (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”consent may be withheld in Seller’s sole and absolute discretion). On each Closing Date, Purchaser shall: (IA) at all times conduct Purchaser’s inspections and testing of the Company shall deliver Real Property in compliance with applicable law and in a manner so as to minimize damage to the Investor Real Property; (B) promptly restore the Real Property to its condition immediately preceding Purchaser’s inspections or testing to the extent any damage is caused by such inspections or testing; and (C) keep the Real Property free and clear of any mechanic’s or materialmen’s liens in connection with such inspections or testing. A representative of Seller shall have the right to be present at all times during such inspections or testing. All inspections shall be conducted in compliance with all applicable laws. Purchaser shall use commercially reasonable efforts not to interfere with the activity of the Tenant, or any other entities or persons occupying or providing services at the Property, and shall take all actions and implement all protections reasonably necessary to ensure that the inspections of the Property and the equipment, materials, and substances generated, used or brought onto the Property in connection therewith, pose no threat to the safety or health of persons or the environment, and cause no damage to the Property or other property of Seller or any persons. Any inspections undertaken by or on behalf of Purchaser pursuant to this Agreement, certificates representing the Shares to Paragraph 20 shall be issued to the Investor on such date at Purchaser’s sole risk and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeexpense.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Within thirty (30) days after receipt by Borrower of the purchase by the Investor of Shares written notice and demand from any Lender (a an “ClosingAffected Lender”) shall occur on for payment of additional amounts or increased costs as provided in Sections 1.15(a), 1.16(a) or 1.16(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the date which Affected Lender. So long as no Default or Event of Default has occurred and is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datecontinuing, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing DateBorrower, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 consent of Agent, may obtain, at Borrower’s expense, a replacement Lender (“Replacement Lender”) for each Business Day late beyond 10 the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days The Company following notice of their intention to do so, the Affected Lender must sell and assign its Loans and Revolving Loan Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale and such assignment shall make any payments incurred not require the payment of an assignment fee to Agent; provided, that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within 15 days following its receipt of Borrower’s notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and do not so replace such Affected Lender within ninety (90) days thereafter, Borrower’s rights under this Section in immediately available funds upon demand 1.16(d) shall terminate with respect to such Affected Lender and Borrower shall promptly pay all increased costs or additional amounts demanded by the Investor. Nothing herein shall limit the Investor's right such Affected Lender pursuant to pursue actual damages for the Company's failure to issue Sections 1.15(a), 1.16(a) and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below1.16(b).

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORThe failure of Landlord to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this Lease, or any of the Rules and Regulations set forth on the inside cover of this Lease or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The closing receipt by Landlord of rent, additional rent or other charges, with or without knowledge of the purchase by breach of any covenant or condition of this Lease or the Investor Rules and Regulations, shall not be deemed a waiver of Shares (a “Closing”) shall occur on such breach. The failure of Landlord to enforce any of the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datecovenants, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date conditions or Rules and registered Regulations against Tenant or any other tenant in the name building shall not be deemed a waiver of any such covenants, conditions or Rules and Regulations. No provision of this Lease or the Investor; Rules and (II) the Investor Regulations shall deliver be deemed to the Company the Purchase Price have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of any amount, whether designated by Tenant as rent, past rent, additional rent, tax or operating expense escalation charges under paragraph 33 or otherwise, shall be binding upon Landlord and Landlord may apply any such amount, however designated by Tenant, to be paid for such Sharesrent, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programpast rent, upon request of the Investoradditional rent, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Datetax or operating expense escalation charges under paragraph 33 or otherwise, as compensation Landlord in its sole discretion may determine; nor shall any endorsement or statement on any check or any letter or direction by Tenant or someone on its behalf, whether or not accompanying any check or payment of any such items or charges, be deemed an accord and satisfaction or binding upon Landlord, and Landlord may accept such check or payment without prejudice to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the InvestorLandlord's right to pursue actual damages for recover the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset balance of any such actual damages incurred items or charges or pursue any other remedy provided in this Lease. The acceptance of payment of any such items or charges by Landlord from any party other than Tenant, or if such payment is made on behalf of Tenant by any party other than Tenant, shall not constitute a waiver of the Investorprovisions of paragraph 3 respecting the assignment of the Lease or subletting of the premises. If the term "Tenant" as used herein refers to more than one person, and party, corporation, company or other entity, Landlord may treat any Open Market Adjustment Amount, breach of this Lease by one of such parties as set forth belowa breach by all.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR4. The closing of If Lessee elects to engage another general contractor, or individual sub-contractors, Lessee shall, at its sole cost and expense, complete the purchase by the Investor of Shares (a “Closing”) Work. Lessee shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on complete such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC Work through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) own contractors in accordance with the following schedule terms and conditions: a. Lessee’s workmen and mechanics shall work in harmony and not interfere with the labor employed by Lessor, Lessor’s mechanics or contractors or by any other Lessee or their mechanic or contractors, if any. If at any time Lessee and/or its contractors cause disharmony or interference with the operation of the Building, Lessor shall give fortyeight (where 48) hours written notice to Lessee and Lessee shall promptly resolve any dispute so that the tenor of the construction process and the operation of the Building is returned to that which existed prior to Lessor’s notice. Such entry by Lessee’s contractors shall be deemed controlled by all of the terms, covenants, provisions and conditions of the Lease. b. Prior to the commencement of the Work, Lessee shall provide Lessor with evidence of Lessee’s contractors and sub-contractors carrying such worker’s compensation, general liability, personal and property insurance required by law and in amounts no less than the amounts set forth in Paragraph 8 herein. Lessor shall not be liable in any way for any injury, loss or damage which may occur to any portion of the Work, Lessee’s decorations, or installments so made, the same being solely at Lessee’s risk. c. All proposed Building System work, including the preparation of the plans and specifications identified herein, shall be approved by Lessor’s engineers (the “NoEngineering Review”), such approval not to be unreasonably withheld, and the reasonable cost thereof shall be Lessee’s responsibility. x. Xxxxxx shall afford Lessee and its contractors the opportunity to use the Building facilities in order to enable Lessee and its contractors to perform the Work, provided however, that Lessee and its contractors shall remain responsible for the scheduling and transportation of materials and equipment used in the performance of such work. Lessee shall give Lessor adequate prior notice with regard to the scheduling and transportation of Days Latematerials in and out of the Building. Lessor shall furnish, at Lessor’s expense, water, electricity, heat and ventilation during the performance of the Work during regular construction trade hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of trade holidays. Scavenger service shall be provided by Lessor at Lessee’s expense. e. If Lessor has reasonable basis to claim that the plans or work to be installed or installed by Lessee and its sub-contractors is deficient or may cause harm to the Premises, Building or other tenants of the Building or is otherwise inconsistent with the terms of the Lease and further provided Lessor does not have the required in-house expertise to review or inspect such work then Lessor may require inspections to be made by Lessor’s Base Building Sub-Contractors and Lessee shall reimburse Lessor for those actual out of pocket expenses (the “Inspection Fees”). f. Lessee shall be responsible for all cleaning and removal of debris necessitated by the performance of the Work. If Lessee fails to provide such cleaning and removal, the same may be performed by Lessor on Lessee’s behalf (except if the debris is only located within the Premises, Lessor shall give Lessee three (3) days notice prior to performing such work) and Lessee will pay Lessor an amount equal to the contractor’s charge therefor. g. Neither the outside appearance nor the strength of the Building or of any of its structural parts shall be affected by the Work. h. The proper functioning of any of the Building Systems shall not be adversely affected or the usage of such systems by Lessee shall not be materially increased above the projected usage of such systems indicated by the current plans and specifications of the Building. i. Lessee and its general and sub-contractors shall be bound by and observe all of the conditions and covenants contained in the Lease and this Exhibit X. x. Xxxxxx shall designate a “Project Manager” is defined as its representative in the number Building who shall be responsible for coordination and supervision of trading days beyond the Closing DateWork as it pertains to the daily operation of the Building. The Project Manager and his subordinates shall be granted access to the Premises at all times during the construction period. 5. Any part of the Work other than Lessee’s trade fixtures and equipment within the Premises shall become the property of the Lessor upon installation. Furthermore, with respect to any material and installation which is part of the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 Work, pursuant to Article 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company of the Lease, Lessee shall make not be entitled to remove (unless replaced with equivalent property), pledge or sell same unless otherwise agreed to in writing by Lessor and Lessee. No refund, credit, or removal of said items shall be permitted at the termination of the Lease. Items installed that are not integrated in any payments incurred such way with other common building materials do not fall under this Section Paragraph 5 (Example: shelving, furniture, trade fixtures equipment). 6. Lessor shall provide a cash contribution of up to TWO MILLION TWO HUNDRED FIFTY ONE THOUSAND TWO HUNDRED FIFTY AND 00/100 DOLLARS ($2,251,250.00) (“Lessor’s Construction Allowance”) for payment of the costs associated with the completion of The Work; provided that reimbursement for Non-Construction Costs shall not in immediately available funds the aggregate exceed the sum of ONE MILLION THREE HUNDRED FIFTY THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS ($1,350,750.00). Lessor’s Construction Allowance shall be payable by progress payments to Lessee on a monthly basis, for the work performed to date and/or for materials delivered to the Premises during the previous month, less a retainage ("Retainage") of ten percent (10%) of that portion of each progress payment relating to construction work in respect of any project for which a Certificate of Occupancy is required (each, a “Construction Project”). Such progress payments shall be made within fifteen (15) days next following Lessor’s receipt of Lessee’s requisition and compliance by Lessee of the Payment Conditions (as hereinafter defined). For purposes of this paragraph, “Payment Conditions” in respect of any progress payment related to a Construction Project shall mean: (i) a requisition signed by an officer of Lessee, which requisition shall set forth the names of each contractor and subcontractor to whom payment is due and the amount thereof; (ii) copies of partial waivers of lien from all contractors, subcontractors and materialman associated with such Work; and (iii) a written certification from Lessee certifying that, after giving effect to such progress payment, the total progress payments for both Construction Projects and NonConstruction Costs does not exceed $2,251,250 minus the accumulated Retainage. For purposes of this paragraph, “Payment Conditions” in respect of any progress payment for NonConstruction Costs shall mean: (i) copies of paid invoices for the applicable soft costs, furniture, fixtures and/or equipment; and (ii) a written certification from Lessee certifying that, after giving effect to such progress payment, the total progress payments for Non-Construction Costs does not exceed $1,350,750. The final payment, including the Retainage, of Lessor’s Construction Allowance shall be payable upon demand substantial completion of one hundred (100%) of the Work and within fifteen (15) days of Lessor’s receipt of the following: a. Copy of the Certificate of Occupancy (temporary and permanent) issued by the Investorlocal construction official; b. AIA Document G704, Certificate of substantial completion issued and signed by Lessee’s Architect; c. Release of Lien statements from the general and all sub-contractors associated with the Work; d. A set of reproducible drawings of the Plans and a “CAD” file (in .DWG or .DXF format) of the “As-Built” Plans; e. Lessee has paid all sums due and owing Lessor under the Lease and this Exhibit B; and f. Copies of paid invoices evidencing the cost of the Work. 7. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred The Base Building Sub-Contractors are: “To be provided by the Investor, and any Open Market Adjustment Amount, as set forth belowLessor upon request from Lessee.” “To be provided by Lessor upon request from Lessee.” “To be provided by Lessor upon request from Lessee.” “To be provided by Lessor upon request from Lessee.”

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORFire and extended coverage in an amount adequate to cover the cost of replacement of all personal property, fixtures, furnishings, valuable papers and documents, data, leasehold improvements and equipment, including Tenant's Work and Tenant's Changes located in the Demised Premises. The closing provisions of the purchase by the Investor last sentence of Shares (a “Closing”Section 11.02(a) shall occur on apply with respect to such fire and extended insurance coverage. All such policies shall be issued by companies of recognized responsibility licensed to do business in New York State and rated by Best's Insurance Reports or any successor publication of comparable standing and carrying a rating of A- VIII or better or the date which then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be cancelled or modified unless Landlord and any additional insureds are given at least thirty (30) days prior written notice of such cancellation or modification. Prior to the time such insurance is no later than first required to be carried by Xxxxxx and thereafter, at least fifteen (15) Trading Days following days prior to the applicable Put Notice Date (each a “Closing Date”). On each Closing Dateexpiration of any such policies, (I) the Company Tenant shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name Landlord either duplicate originals of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for aforesaid policies or certificates evidencing such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request insurance including a certified copy of the Investorendorsement naming Landlord as an additional insured, together with evidence of payment for the Company policy. Such certificates shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit also verify the Securities by crediting the account primary nature of the Investor's prime broker (coverage and note the waiver of subrogation in favor of Landlord, Max AG 450 LLC and Max Capital Management Corp. If Tenant delivers certificates as specified by the Investor within a aforesaid, Tenant upon reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Dateprior notice from Landlord, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by to Landlord, at the InvestorDemised Premises, duplicate originals of such policies from which Landlord may make copies thereof, at Xxxxxxxx's cost. Nothing herein shall limit the Investor's right to pursue actual damages for the CompanyTenant's failure to issue provide and deliver keep in force the Securities aforementioned insurance shall be regarded as a material default hereunder, entitling Landlord to exercise any or all of the Investorremedies as provided in this lease in the event of Tenant's default. In addition in the event Tenant fails to provide and keep in force the insurance required by this lease, except that at the times and for the durations specified in this lease, Landlord shall have the right, but not the obligation, at any time and from time to time, and without notice, to procure such late payments insurance and or pay the premiums for such insurance in which event Tenant shall offset repay Landlord within five (5) days after demand by Landlord, as additional rent, all sums so paid by Landlord and any such actual damages costs or expenses incurred by the Investor, Landlord in connection therewith without prejudice to any other rights and any Open Market Adjustment Amount, as set forth belowremedies of Landlord under this lease.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORA Fronting Bank may be replaced at any time by written agreement in a form reasonably satisfactory to Administrative Agent among Borrower, Administrative Agent, the replaced Fronting Bank and the successor Fronting Bank. The closing In addition, Borrower, by written agreement in a form reasonably satisfactory to Administrative Agent among Borrower, Administrative Agent and a Ratable Loan Bank delivered to Administrative Agent, may designate such Ratable Loan Bank as an additional Fronting Bank with such Letter of Credit Commitment as may be agreed on between such Ratable Loan Bank and Borrower provided that the purchase by the Investor sum of Shares (a “Closing”x) shall occur on the date which is no later than fifteen all Letter of Credit Commitments plus (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (Iy) the Company shall deliver to aggregate undrawn amount of all outstanding Letters of Credit at such time plus (z) the Investor aggregate amount of all drawings under Letters of Credit that have not yet been reimbursed by or on behalf of Borrower (including, for clarity, by means of advances of Loans pursuant to this Agreement, certificates representing ) shall not exceed $150,000,000 (and the Shares to Letter of Credit Commitment of each other Fronting Bank shall be issued to reduced pro rata by the Investor on such date and registered in the name amount of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(Badditional Fronting Bank’s Letter of Credit Commitment). In lieu Administrative Agent shall notify the Ratable Loan Banks of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request any such replacement of the InvestorFronting Bank and any additional Fronting Bank. At the time any such replacement of a Fronting Bank shall become effective, the Company Borrower shall use pay all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting unpaid fees accrued for the account of the Investor's prime broker replaced Fronting Bank pursuant to Section 2.17(g). From and after the effective date of any such replacement or addition of a Fronting Bank, (x) the successor or additional (as specified by applicable) Fronting Bank shall have all the Investor within rights and obligations of a reasonable period in advance Fronting Bank under this Agreement with respect to Letters of the Investor's noticeCredit to be issued thereafter and (y) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage references herein to the Investorterm “Fronting Bank” shall be deemed to refer to such successor or additional Fronting Bank, or to any previous Fronting Bank, or to such successor or additional, and all previous, Fronting Banks and all other Fronting Banks, as the context shall require. After the Effective Datereplacement of a Fronting Bank hereunder, as compensation the replaced Fronting Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Fronting Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. Subject to the Investor for appointment and acceptance by Administrative Agent ​ and Borrower of a successor Fronting Bank, any Fronting Bank may resign as a Fronting Bank at any time upon thirty days’ prior written notice to Administrative Agent, Borrower and the Ratable Loan Banks, in which case, such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined Fronting Bank shall be replaced as the number of trading days beyond the Closing Date, with the Amounts being cumulativeprovided above.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAll insurance companies providing the coverage required under this Section 6 shall be selected by Tenant and shall be rated A minus (A-) or better by Best’s Insurance Rating Service, shall be licensed to write insurance policies in the state in which the Premises is located, and shall be acceptable to Landlord in Landlord’s reasonable discretion. The closing On or prior to the Effective Date and thereafter prior to the expiration of any of the purchase by policies providing the Investor coverages described herein, Tenant shall provide Landlord with copies of Shares all certificates of such coverage for the insurance coverages referenced in this Section 6. All commercial general liability and umbrella liability or excess liability policies (a “Closing”except as to the property policy) shall occur on the date which is no later than fifteen designate Landlord and any mortgagee reasonably designated by Landlord as an additional insured. Any such coverage for additional insureds shall be primary and non-contributory with any insurance carried by Landlord or any other additional insured hereunder. All property insurance policies shall name Landlord (15and Landlord’s lender if so requested by Landlord) Trading Days following the applicable Put Notice Date (each as an additional named insured or as a “Closing Date”)loss payee as Landlord’s interests may appear, and shall provide that all losses shall be payable as herein provided. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company Tenant shall use all commercially reasonable efforts to cause require its transfer agent to electronically transmit insurer(s) that all such policies of insurance shall provide that the Securities by crediting the account amount thereof shall not be reduced and that none of the Investor's prime broker (as specified provisions, agreements or covenants contained therein shall be modified or canceled by the Investor within insuring company or companies without thirty (30) days prior written notice being given to Landlord; provided, however, the failure of any policies to include the foregoing requirements of this sentence shall not be a reasonable period in advance default under this Lease. Such policy or policies of insurance shall also cover loss or damage to Tenant’s Property, and the insurance proceeds applicable to Tenant’s Property shall not be paid to Landlord or any mortgagee but shall accrue and be payable solely to Tenant. In the event of a casualty, Tenant shall be responsible for any deficiency between the replacement cost of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in Premises and the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand amount actually paid by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowinsurance company.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing No amendment, modification, termination or waiver shall, unless in writing and signed by each Lender directly affected thereby: (i) increase the principal amount of any Lender's Commitment (which action shall be deemed to directly affect all Lenders); (ii) reduce the principal of, rate of interest on or Fees payable with respect to any Loan of any affected Lender; (iii) extend any scheduled payment date (other than payment dates of mandatory prepayments under Section 1.3(b)) or final maturity date of the purchase by the Investor principal amount of Shares any Loan of any affected Lender; (a “Closing”iv) shall occur on the date which is no later than fifteen waive, forgive, defer, extend or postpone any payment of interest or Fees as to any affected Lender; (15v) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Daterelease any Guaranty or, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered except as otherwise permitted herein or in the name other Loan Documents, release, or permit any Credit Party to sell or otherwise dispose of, any Collateral with a value exceeding $5,000,000 in the aggregate (which action shall be deemed to directly affect all Lenders); (vi) change the percentage of the InvestorCommitments or of the aggregate unpaid principal amount of the Loans that shall be required for Lenders or any of them to take any action hereunder; and (IIvii) amend or waive this Section 11.2 or the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request definitions of the Investorterm "Requisite Lenders", insofar as such definitions affect the Company substance of this Section 11.2. Furthermore, no amendment, modification, termination or waiver affecting the rights or duties of Agent under this Agreement or any other Loan Document, including any release of any Guaranty or Collateral requiring a writing signed by all Lenders, shall use all commercially reasonable efforts be effective unless in writing and signed by Agent, in addition to cause its transfer agent Lenders required hereinabove to electronically transmit take such action. Each amendment, modification, termination or waiver shall be effective only in the Securities by crediting specific instance and for the account specific purpose for which it was given. No amendment, modification, termination or waiver shall be required for Agent to take additional Collateral pursuant to any Loan Document. No amendment, modification, termination or waiver of any provision of any Note shall be 50 effective without the written concurrence of the Investor's prime broker (as specified by the Investor within a reasonable period holder of that Note. No notice to or demand on any Credit Party in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) systemany case shall entitle such Credit Party or any other Credit Party to any other or further notice or demand in similar or other circumstances. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateAny amendment, as compensation to the Investor for such lossmodification, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) termination, waiver or consent effected in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds 11.2 shall be binding upon demand by each holder of the Investor. Nothing herein shall limit Notes at the Investor's right to pursue actual damages for time outstanding and each future holder of the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowNotes.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR1. Supplementing the provisions of Article 34 hereof, Landlord will deposit said security in an interest bearing account and unless paid or applied for the use or rental of the demised premises upon default of Tenant as hereinabove provided, Landlord will deliver or cause to be delivered to Tenant, such interest as is allowed on said account at the end of the term, less one (1%) percent per annum administration expense allowed by law applicable to any cash security to be deposited in accordance with Paragraph 4 of this Section. 2. If Landlord shall use, apply or retain the whole or any part of the security as provided in Article 34, Tenant shall, upon demand by Landlord, restore the amount so used, applied or retained within ten (10) business days after demand is made therefor. 3. In lieu of the cash security provided for in Article 34 hereof and this Section H, Tenant may deliver to Landlord, as security pursuant to said Article, an irrevocable, clean, commercial letter of credit (the "Letter") in the amount then required pursuant to this lease (the "Security Deposit Amount"), issued by a "money center" bank which is authorized by the State of New York to conduct banking business in New York State and is a member of the New York Clearing House Association, which shall permit Landlord (a) to draw thereon up to the full amount of the credit evidenced thereby in the event of any default by Tenant in the terms, provisions, covenants or conditions of this lease or (b) to draw the full amount thereof to be held as cash security pursuant to said Article if for any reason the Letter is not renewed within sixty (60) days prior to its expiration date. The closing Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the purchase last Letter shall be for a term expiring sixty (60) days after the Expiration Date); (ii) expressly provide for the issuing bank to notify Landlord in writing not less than sixty (60) days prior to its expiration as to its renewal or non-renewal, as the case may be, and if not so renewed each year (or later period of expiration) shall be immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security pursuant to said Article 34); (iii) be fully transferable by the Investor beneficiary thereof (and its successors and assigns) without charge; and (iv) be in form and substance approved by Landlord. Not less than forty-five (45) days prior to the expiration date of Shares each Letter (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”and every renewal thereof). On each Closing Date, (I) the Company Tenant shall deliver to Landlord a renewal or new Letter subject to all of the Investor pursuant to this Agreementconditions aforesaid, certificates representing the Shares to be issued all to the Investor on such date intent and registered purposes, that a Letter in the name amount of the Investor; Security Deposit Amount shall be in effect during the entire term of this lease. In the event Landlord applies or retains any portion or all of the proceeds of the Letter, Tenant shall within five (5) business days restore the amount so applied or retained by causing the bank issuing the then Letter to issue an amendment thereto, so that, at all times, the amount of the Letter which may be drawn upon shall be the Security Deposit Amount. Failure by Tenant to comply with the provisions of this Article shall be deemed a material default hereunder entitling Landlord to exercise any and (II) all remedies as provided in this lease for default in the Investor shall deliver payment of fixed rent and, to the Company the Purchase Price to be paid for such Shares, based draw on the Put Amount existing Letter up to its full amount. 4. Provided Tenant is not then in default under the terms of this lease, beyond the expiration of applicable notice and cure periods provided hereunder, then, upon payment by Tenant of the first installment of fixed rent due following the Free Fixed Rent Period set forth in Section 2(B)B of Article 51 hereof, with respect to the portion of the demised premises delivered to Tenant on the Commencement Date, the security deposit required under this Article shall, subject to Section H.5 of this Article, be reduced to $0.00. 5. In lieu of delivering physical certificates representing the Securities and provided event that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request net worth of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities Tenant as indicated by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) financial statements prepared in accordance with generally accepted accounting principles consistently applied, prepared and certified as correct by an independent certified public accountant (which statements shall be delivered to Landlord upon request), indicate that Tenant has a net worth of less than $30,000,000.00 (the following schedule (where “No. of Days Late” is defined as "Minimum Net Worth"), then thereafter the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred security required to be maintained by Tenant under this Section in immediately available funds upon demand lease shall be increased by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities an amount equal to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amountfixed annual rent payable under this lease, as set forth belowsuch fixed annual rent shall be increased pursuant to Article 51 hereof.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORCompliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. The closing Borrower shall comply, and shall cause Mortgage Borrower and Operating Lessee to comply, with all Legal Requirements relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect. Upon Lender's request from time to time during the term of the purchase Loan, Borrower shall certify in writing to Lender that Borrower's representations, warranties and obligations under Section 4.1(NN) and this Section remain true and correct and have not been breached. Borrower shall immediately notify Lender in writing if any of such representations, warranties or covenants are no longer true or have been breached or if Borrower has a reasonable basis to believe that they may no longer be true or have been breached. In connection with such an event, Borrower shall, and shall cause Mortgage Borrower and Operating Lessee to, comply with all Legal Requirements and directives of Governmental Authorities and, at Lender's request, provide to Lender copies of all notices, reports and other communications exchanged with, or received from, Governmental Authorities relating to such an event. Borrower shall also promptly reimburse to Lender any and all costs and expenses incurred by Lender in evaluating the Investor effect of Shares (a “Closing”) shall occur such an event on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date Loan and registered Lender's interest in the name collateral for the Loan, in obtaining any necessary license from Governmental Authorities as may be necessary for Lender to enforce its rights under the Loan Documents, and in complying with all Legal Requirements applicable to Lender as the result of the Investor; existence of such an event and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, any penalties or fines imposed upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (Lender as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativethereof.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company Borrower shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares or cause to be issued delivered to Agent, in form and substance satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as loss payee, and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Loan Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent) as its true and lawful agent and attorney-in-fact for the Investor on purpose of making, settling and adjusting claim under such date and registered in "All Risk" policies of insurance, endorsing the name of each such Credit Party on any check or other item of payment for the Investorproceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance; provided that so long as no Event of Default shall have occurred and (II) be continuing, Borrower shall have the Investor right to direct any such settlements and adjustments. The Credit Parties that are signatories hereto shall deliver promptly notify Agent of any loss, damage, or destruction to the Company Collateral in the Purchase Price amount of $1,000,000 or more, whether or not covered by insurance. If an Event of Default shall have occurred and be continuing, Agent is hereby authorized to be paid for collect all insurance proceeds relating to the Collateral. After deducting from such Sharesproceeds the expenses, based on if any, incurred by Agent or any Credit Party in the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing collection or handling thereof, Agent may, at its option, apply all net proceeds to the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request reduction of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Obligations in accordance with SECTION 1.3(D), or permit or require Borrower to use such money, or any part thereof, to replace the following schedule (where “NoCollateral in a diligent and expeditious manner. Notwithstanding the foregoing, if the casualty giving rise to such insurance proceeds would not reasonably be expected to have a Material Adverse Effect and such insurance proceeds do not exceed $5,000,000 in the aggregate, Agent shall permit Borrower to replace the Collateral so long as no Event of Days Late” is defined as Default shall have occurred and be continuing at the number time of trading any requested release of funds; PROVIDED THAT, if Borrower shall not have completed the replacement of the Collateral within 270 days beyond the Closing Dateof such casualty, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that Agent may apply such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.insurance

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORFrom time to time, within two (2) Business Days of Cash Management Agent’s receipt of an Insurance Trigger Notice from Agent, Cash Management Agent shall disburse available funds on deposit in the IMH Collection Account constituting Insurance Restricted Cash to Agent in the event (i) Agent has determined that the title insurance company has a defense to payment of Defense Costs and funds are required for payment of same, and/or (ii) funds are required for the litigation and defense costs and expenses of Borrower or any affiliate of Borrower which are not covered as Defense Costs and thus excluded from coverage (including, by way of example and without limitation, premiums for appeal, fees associated with criminal proceedings and loss of earnings of any employee of any insured). The closing No such instruction may be initiated by Agent or remain in effect following the earliest to occur of the purchase by following (i) the Investor full and complete settlement or dismissal (in each instance, with prejudice and non-appealable) of Shares the Delaware Litigation, the Arizona Litigation and any other then-pending shareholder litigation, (a “Closing”ii) the insurance carriers of Borrower and any affiliate of Borrower shall have funded in full all remaining litigation and defense costs and expenses of Borrower and any affiliate of Borrower in connection with or related to the Delaware Litigation, the Arizona Litigation or any other then pending shareholder lawsuits (subject to applicable deductibles) or (iii) expenditures of Five Million Dollars and No/100 ($5,000,000) shall occur have been actually paid by or on behalf of Borrower or any affiliate of Borrower (other than any advances by Agent, Lender or the date which is no later than fifteen (15title insurance company) Trading Days in respect of ongoing litigation and defense costs and expenses of Borrower or any affiliate of Borrower in connection with or related to the Delaware Litigation, the Arizona Litigation or any other shareholder lawsuits. Promptly following the applicable Put Notice Date occurrence of one these events, any Insurance Restricted Cash that has not been applied (each a “Closing Date”). On each Closing Date, (Iif any) the Company shall deliver to ongoing litigation and defense costs and expenses of Borrower or any affiliate of Borrower in connection with or related to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorDelaware Litigation, the Company Arizona Litigation or any other shareholder lawsuits shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativebe unrestricted.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORThis Section 3.3 shall apply before and during the Term. The closing All construction work required or permitted by this Lease shall be done in a good and workmanlike manner and in compliance with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities ("Legal Requirements") and all Insurance Requirements (as defined in this Section 3.3 hereof). All of Tenant's work shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations. Each party may inspect the work of the purchase by other at reasonable times and shall promptly give notice of observed defects. Each party authorizes the Investor of Shares (a “Closing”) shall occur other to rely in connection with design and construction upon approval and other actions on the date which is no later than fifteen (15) Trading Days following party's behalf by any Construction Representative of the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver party named in Section 1.1 or any person hereafter designated in substitution or addition by notice to the Investor pursuant party relying. Tenant shall not make alterations and additions to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the CompanyTenant's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) space except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld. However, Landlord's determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the following schedule Premises shall be in Landlord's sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (where “No. including, without limitation, any alterations or additions to be performed by Tenant under Section 3.1) which (a) involve or, in Landlord's opinion, might affect any structural or exterior element of Days Late” is defined as the number Building, any area or element outside of trading days beyond the Closing DatePremises, or any facility serving any area of the Building outside of the Premises, or (b) will delay completion of the Premises or Building, or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord, or (d) are inconsistent, in Landlord's judgment, with alterations satisfying Landlord's standards for new alterations in the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company Building. Landlord's review and approval of any such plans and specifications and consent to perform work described therein shall make any payments incurred under this Section in immediately available funds upon demand not be deemed an agreement by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except Landlord that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.plans,

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORUpon the occurrence and during the continuance of an Event of Default, in order to facilitate Lender’s completion or making of such Replacements pursuant to Section 7.3.4, Borrower and Property Owner grant Lender the right to enter onto any Individual Property and perform any and all work and labor necessary to complete or make such Replacements and/or employ watchmen to protect such Individual Property from damage (subject to the rights of tenants). The closing of All sums so expended by Lender, to the purchase extent not from the Replacement Reserve Fund, shall be deemed to have been advanced under the Loan to Borrower and Property Owner and secured by the Investor Security Instruments. For this purpose Borrower and Property Owner appoint Lender its true and lawful attorney-in-fact with full power of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver substitution to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on complete or undertake such date and registered Replacements in the name of Borrower and Property Owner. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked. Borrower and Property Owner empower said attorney-in-fact as follows: (i) to use any funds in the Investorapplicable Replacement Reserve Account for the purpose of making or completing such Replacements; (ii) to make such additions, changes and corrections to such Replacements as shall be necessary to complete such Replacements; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be reasonably required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against any Individual Property, or as may be necessary for the completion of such Replacements, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower and Property Owner which may be reasonably required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with any Individual Property or the rehabilitation and repair of any Individual Property; and (IIvii) to do any and every reasonable act which Borrower and Property Owner might do in its own behalf to fulfill the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu terms of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativethis Agreement.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORTenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof from public authorities having jurisdiction thereover upon completion and shall furnish copies thereof to Landlord, and cause Tenant's Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using new or like new materials and equipment at least equal in quality and class to the original installations in the Building. The closing Tenant's Changes shall be performed in such manner as not to unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord therefor to the latter's reasonable satisfaction) as not to impose any additional expense upon Landlord in the construction, maintenance or operation of the purchase by Building or any portion thereof. Throughout the Investor performance of Shares (a “Closing”) Tenant's Changes, Tenant, at its expense, shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datecarry, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares or cause to be issued to carried, worker's compensation insurance in statutory limits and general liability insurance for any occurrence in or about the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount Building as set forth in Section 2(B10.03. hereof, in which Landlord and its agents shall be named as parties insured, in such limits as Landlord may reasonably prescribe, with insurance reasonably satisfactory to Landlord. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes. If any of Tenant's Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant's Property (as defined in Article 13). In lieu , such fixtures, equipment or other property shall be promptly replaced, at Tenant's expense, with new fixtures, equipment or other property (as the case may be) of delivering physical certificates representing the Securities like utility and provided that the Company's transfer agent then is participating equal value unless Landlord shall otherwise expressly consent in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programwriting and Tenant shall, upon request of the InvestorLandlord's request, the Company shall use all commercially reasonable efforts deliver to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective DateLandlord, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by fixtures, equipment or property so removed. Upon the Investorcompletion of Tenant's Changes, Tenant shall furnish to Landlord (i) a complete set of "as-built" plans and any Open Market Adjustment Amountspecifications and (ii) letters from Tenant's general contractor, architect and the Department of Buildings evidencing satisfactory completion of Tenant's Changes (commonly known as set forth below"job signoff tickets").

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORBorrower shall promptly perform all reasonably necessary remedial work in response to the presence of any Hazardous Substances on the Property, any violation of any Environmental Laws, or any claims or requirements made by any governmental agency or authority. The closing All such work shall be conducted by licensed and reputable contractors pursuant to written plans approved by the agency or authority in question (if applicable), under proper permits and licenses (if applicable) with such insurance coverage as is customarily maintained by prudent property owners in similar situations. If the cost of the purchase work exceeds $100,000, then Lender shall have the right of prior approval over the environmental contractor and plans, which shall not be unreasonably withheld, conditioned, or delayed. Subject to Borrower’s rights under the Security Instrument and this Agreement to contest costs and expenses for labor and materials, the costs and expenses of the remedial work shall be promptly paid by Borrower. In the event Borrower fails to undertake the remedial work, or fails to complete the same within a reasonable time period after the same is undertaken, and if Lender is of the good faith opinion that Lender’s security in the Property is materially jeopardized thereby, then Lender shall have the right to undertake or complete the remedial work itself. In such event all reasonable and documented out-of-pocket costs of Lender in doing so, including all fees and expenses of environmental consultants, engineers, attorneys, accountants and other professional advisors, shall become a part of the Loan and shall be due and payable from Borrower upon demand. Such amount shall be secured by the Investor Loan Documents, and failure to pay the same within thirty (30) days following demand therefor shall be an Event of Shares (a “Closing”) Default under the Loan Documents. In the event any Hazardous Substances are removed from the Property, either by Borrower or Lender, the number assigned by the United States Environmental Protection Agency to such Hazardous Substances shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered solely in the name of the Investor; Borrower, and (II) the Investor Borrower shall deliver have any and all liability for such removed Hazardous Substances, except to the Company extent of any liability arising from the Purchase Price to be paid for such Sharesgross negligence, based on the Put Amount set forth in Section 2(B). In lieu willful misconduct, or bad faith of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) programLender, upon request of the Investorits employees, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeor agents.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing DateCompany will pay all costs, (I) the Company shall deliver fees, taxes and expenses incident to the Investor pursuant to performance of its obligations under this Agreement, certificates representing whether or not the Shares transactions contemplated herein are consummated or this Agreement is terminated, including all costs, fees, taxes and expenses incident to be issued (i) the printing, filing or other production of documents with respect to the Investor transactions, including any costs of printing the Registration Statements originally filed with respect to the Offered Securities and any amendment thereto, any Rule 462(b) Registration Statement and the Prospectus and any amendment or supplement thereto, this Agreement and any blue sky memoranda, (ii) all arrangements relating to the mailing and delivery to the Underwriters of copies of the foregoing documents, (iii) the fees, expenses and disbursements of the counsel, accountants and any other experts or advisors retained by the Company and the Selling Shareholder, (iv) preparation, printing, issuance and delivery to the Underwriters of any certificates evidencing the Offered Securities, including transfer agent's and registrar's fees, (v) the registration or qualification of the Offered Securities under state securities and blue sky laws and the real estate syndication laws of the several states, including filing fees and fees and disbursements of counsel for the Underwriters relating thereto, (vi) the filing fees and disbursement of counsel for the Underwriters solely in connection with the review and clearance of the offering of the Offered Securities by the NASD relating to the Offered Securities, (vii) the listing of the Offered Securities on such date and registered the NYSE, (viii) meetings with prospective investors in the name of Offered Securities (other than shall have been specifically approved by the Investor; and (II) the Investor shall deliver to the Company the Purchase Price Representatives to be paid for such Sharesby the Underwriters), based (ix) advertising approved by the Company relating to the offering of the Offered Securities (other than shall have been specifically approved by the Representatives to be paid for by the Underwriters) and (x) any transfer taxes imposed on the Put Amount sale by the Company and the Selling Shareholder of the Offered Securities to the Underwriters. If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 2(B). In lieu 6 hereof is not satisfied, because this Agreement is terminated or because of delivering physical certificates representing any failure, refusal or inability on the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request part of the InvestorCompany or the Operating Partnership to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company shall use and the Operating Partnership will reimburse the Underwriters severally upon demand for all commercially reasonable efforts to cause its transfer agent to electronically transmit out-of-pocket expenses (including fees and disbursements of counsel) that are the Securities by crediting the account responsibility of the Investor's prime broker (as specified Company pursuant to this Section 5(k) and that shall have been incurred by them in connection with the Investor within a reasonable period in advance proposed purchase and sale of the Investor's noticeOffered Securities. If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof relating to the Selling Shareholder is not satisfied or because of any failure, refusal or inability on the part of the Selling Shareholder to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Selling Shareholder will reimburse the Underwriters severally upon demand for all out of pocket expenses (including fees and disbursements of counsel) that would be the responsibility of the Company pursuant to this Section 5(k) and that shall have been incurred by them in connection with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) systemthe proposed purchase and sale of the Offered Securities. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such lossCompany, the Company agrees Operating Partnership and the Selling Shareholder shall not in any event be liable to make payments to any of the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages Underwriters for the Company's failure to issue and deliver loss of anticipated profits from the Securities to the Investor, except that such late payments shall offset any such actual damages incurred transactions covered by the Investor, and any Open Market Adjustment Amount, as set forth belowthis Agreement.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the purchase Swingline Lender) by telephone (confirmed by email to cxxxxxx.xxxx@xxxxxxxx.xxx) or such other email addresses as are specified by the Investor Administrative Agent to the Borrower from time to time) of Shares any prepayment hereunder (i) in the case of prepayment of a “Closing”Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) shall occur Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date which is no later than fifteen (15) Trading Days following of prepayment. Each such notice shall be irrevocable and shall specify the applicable Put Notice Date (prepayment date and the principal amount of each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares Borrowing or portion thereof to be issued to the Investor on such date and registered prepaid; provided that, if a notice of prepayment is given in the name connection with a conditional notice of termination of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to Commitments as contemplated by Section 2.09, then such notice of prepayment may be paid for revoked if such Shares, based on the Put Amount set forth in Section 2(B). In lieu notice of delivering physical certificates representing the Securities and provided that the Company's transfer agent then termination is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the following schedule (where “NoAdministrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of Days Late” is defined any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as the number provided in Section 2.02. Each prepayment of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company a Borrowing shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities be applied ratably to the Investor, except that Loans included in such late payments prepaid Borrowing. Prepayments shall offset any such actual damages incurred be accompanied by (i) accrued interest to the Investor, and any Open Market Adjustment Amount, as set forth belowextent required by Section 2.13.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the purchase Each party agrees, at any time and from time to time, as requested by the Investor of Shares other party, upon not less than twenty (a “Closing”20) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datedays' prior notice, (I) the Company shall to execute and deliver to the Investor other a statement (a) certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and whether any options granted to Tenant pursuant to the provisions of this Agreementlease have been exercised, certificates representing (b) certifying the Shares dates to which the Fixed Rental and Additional Rent have been paid and the amounts thereof, and stating whether or not, to the best knowledge of the signer, the other party is in default in performance of any of its obligations under this lease, and, if so, specifying each such default of which the signer may have knowledge, (c) certifying the existence of any set-offs or defenses against the enforcement of any of the terms, covenants or conditions to be issued performed or complied with hereunder, and (d) whether the Commencement Date, Substantial Completion Date or Election Date (as such terms are hereinafter defined) have occurred (and if so, specifying such date(s)) and whether the Landlord's Work (as hereinafter defined) has been substantially completed or completed (and if so, specifying the dates of such substantial completion or completion, as to the Investor on entire Landlord's Work or portions thereof, or if not, which items of Landlord's Work have not been substantially completed or completed), it being intended that any such date and registered in statement delivered pursuant hereto may be relied upon by others with whom the name party requesting such certificate may be dealing. In addition, each such statement shall contain such other information as shall be reasonably required by a prospective purchaser of the Investor; and (II) Building or by the Investor shall deliver to holder or prospective holder of a superior mortgage or the Company the Purchase Price to be paid for such Shareslessor or prospective lessor of a superior lease, based on the Put Amount set forth in Section 2(B). In lieu or by a prospective assignee of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request this lease or propspective subtenant of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account demised premises or propspective transferee of the Investor's prime broker (as specified by the Investor within a reasonable period in advance stock of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) systemTenant. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeRULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 35.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing (e) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any of the purchase Lenders to make or maintain a Floating Interest Rate Loan as contemplated hereunder, (i) the obligation of Lenders hereunder to make a Floating Interest Rate Loan or for Administrative Agent to convert a Base Rate Loan to a Floating Interest Rate Loan on behalf of Lenders shall be canceled forthwith and (ii) any outstanding Floating Interest Rate Loan shall be converted automatically to a Base Rate Loan on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower hereby agrees promptly to pay Administrative Agent for the Investor account of Shares such Lender, upon demand, any additional amounts necessary to compensate such Lender for any costs incurred by such Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by such Lenders to lenders of funds obtained by it in order to make or maintain the Floating Interest Rate Loan hereunder. Administrative Agent’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error. (a “Closing”f) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Administrative Agent and/or any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority: (i) shall occur on hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the date account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender which is no later not otherwise included in the determination of LIBOR hereunder; (ii) shall hereafter subject any recipient to any Section 2.9 Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than fifteen Non-Excluded Taxes and Excluded Taxes); (15iii) Trading Days following shall hereafter have the applicable Put Notice Date effect of reducing the rate of return on any Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (each a “Closing Date”)taking into consideration such Lender’s policies with respect to capital adequacy) by any amount deemed by such Lender to be material; or (iv) shall hereafter impose on any Lender any other condition (other than Section 2.9 Taxes and Taxes) and the result of any of the foregoing is to increase the cost to any Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder; then, in any such case, Borrower shall promptly pay Administrative Agent for the account of such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which Administrative Agent for such Lender deems to be material as determined by Administrative Agent in its reasonable discretion. On each Closing Date, (I) the Company shall deliver If such Lender becomes entitled to the Investor claim any additional amounts pursuant to this Section 2.2.5(f), Administrative Agent (on behalf of any such Lender) shall provide Borrower with not less than sixty (60) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Administrative Agent (on behalf of any such Lender) to Borrower shall be conclusive in the absence of manifest error. Subject to Section 2.2.5(h) hereof, this provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents. The Loan Parties agree that each Participant that is an Affiliate of a Lender shall be entitled to the benefits of this Section 2.2.5(f) (subject to the requirements and limitations herein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.1(b). (g) Borrower agrees to indemnify Administrative Agent and each Lender and to hold Administrative Agent and each Lender harmless from any actual internal or third party hedging loss or expense which Administrative Agent and/or any Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a Floating Interest Rate Loan, including, without limitation, any such loss or expense arising from interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain a Floating Interest Rate Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the Floating Interest Rate Loan on a day that (A) is not a Payment Date or (B) is a Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, certificates representing including, without limitation, such loss or expense arising from interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain the Shares to be issued Floating Interest Rate Loan hereunder and (iii) the conversion pursuant to the Investor on such date and registered in the name terms hereof of the Investor; Floating Interest Rate Loan to the Base Rate Loan on a date other than the Payment Date, including, without limitation, such loss or expenses arising from interest or fees payable by any Lender to lenders of funds obtained by it in order to maintain a Floating Interest Rate Loan hereunder (the amounts referred to in clauses (i), (ii) and (IIiii) are herein referred to collectively as the Investor “Breakage Costs”); provided, however, Borrower shall deliver not indemnify Administrative Agent or any Lender from any loss or expense arising from Administrative Agent’s or such Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. The Loan Parties agree that each Participant that is an Affiliate of a Lender shall be entitled to the Company benefits of this Section 2.2.5(g) (subject to the Purchase Price requirements and limitations herein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.1(b). (h) Neither Administrative Agent nor any Lender shall be paid entitled to claim compensation pursuant to this Section 2.2.5 for any increased cost or reduction in amounts received or receivable hereunder, or any reduced rate of return, which was incurred or which accrued more than the earlier of (i) ninety (90) days before the date Administrative Agent (for itself or on behalf of any Lender) notified Borrower of the change in law or other circumstance on which such Shares, claim for compensation is based on the Put Amount set and delivered to Borrower a written statement setting forth in Section 2(B). In lieu of delivering physical certificates representing reasonable detail the Securities and provided that basis for the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request calculation of the Investor, the Company shall use all commercially reasonable efforts additional amounts owed to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Administrative Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for and/or such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred Lender under this Section 2.2.5, which statement shall be conclusive and binding on all parties absent manifest error, or (ii) any earlier date provided Administrative Agent and/or such Lender notified Borrower of such change in immediately available funds upon demand by law or circumstance and delivered the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that written statement referenced in clause (i) within ninety (90) days after Administrative Agent and/or such late payments shall offset any Lender received written notice of such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowchange in law or circumstance.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Parties desire that SUI acquire the Company through a merger (the “Merger”) of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date with and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) into Merger Sub in accordance with the following schedule terms of this Agreement and Maryland Law (where “No. defined below), with Merger Sub, a wholly-owned subsidiary of Days Late” is defined SUI, as the number surviving corporation in the Merger. L. Concurrently with the Merger, HSC will sell and convey, and Sun Home Services, Inc. (“SHS”), an affiliate of trading days beyond SUI, will purchase, all of the Owned Homes and MH Contracts pursuant to a separate Asset Purchase Agreement in the form of the attached Exhibit E (the “Asset Purchase Agreement”) and for the additional purchase price set forth therein M. Concurrently with the execution and delivery of this Agreement, SUI and the Company and certain of their respective affiliates are entering into that certain Omnibus Agreement of even date herewith (the “Omnibus Agreement”), which affects the transactions contemplated in this Agreement and certain other agreements pursuant to which SUI and its affiliates will acquire substantially all of the manufactured housing assets of the Company and its 2 affiliates. This Agreement shall be deemed to be the “Fund 2 Merger Agreement” as such term is used and defined in the Omnibus Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Omnibus Agreement. N. Prior to the Effective Time (defined below) and as a condition to completion of the Merger, (i) the transactions contemplated in the Fund III MIPA shall be completed, (ii) the Spin Offs shall be completed, and (iii) HSC will sell all of the Owned Homes and MH Contracts to SHS pursuant to the Asset Purchase Agreement, which is expected to occur concurrently with the Closing Dateof the Merger. O. The Board of Trustees of the Company has approved this Agreement and declared the advisability of the transactions contemplated hereby and determined that it is in the best interests of the Shareholders (as defined below) to consummate the Merger and the other transactions contemplated hereby, with in each case, upon the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue terms and deliver the Securities subject to the Investor, except that such late payments shall offset any such actual damages incurred by the Investorconditions set forth in this Agreement. P. The Board of Directors of SUI has approved this Agreement, and any Open Market Adjustment Amounthas declared the advisability of the transactions contemplated hereby and determined that it is in the best interests of the shareholders of SUI to consummate the Merger and the other transactions contemplated hereby, as in each case, upon the terms and subject to the conditions set forth belowin this Agreement.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing Xxxxx’s security interest in the Collateral and the Collection Account shall terminate only upon satisfaction of the purchase by the Investor of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”)Repurchase Obligations. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on Upon such date satisfaction and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the InvestorSeller, the Company shall use all Buyer shall, at Seller’s sole expense, deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable efforts to cause its transfer agent to electronically transmit and return (or approve the Securities return by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) Custodian in accordance with the following schedule Custodial Agreement, as applicable) the Purchased Assets, Purchased Items, Purchased Asset Documents and Purchased Asset Files to Seller and reconvey the Purchased Assets and Purchased Items to Seller and release its security interest in the Collateral, the Collection Account and the Servicer Account, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (where the “NoUCC”). Buyer shall have all of Days Late” is defined the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the number of trading days beyond security interest granted hereby, UCC financing statements and continuation statements (collectively, the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor“Filings”), and any Open Market Adjustment Amountshall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall from time to time take such further actions as set forth belowmay be requested by Buyer in its sole discretion to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). Notwithstanding the foregoing, the Repurchase Obligations shall be full recourse to Seller.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR10. The closing two paragraphs after Section 6.14 of the purchase Agreement are hereby amended in their entirety to read as follows: The calculation of all Financial Covenants shall exclude the impact of noncash stock compensation expenses. Restructuring charges may be excluded from the calculation of the Financial Covenants if approved by Bank in its sole discretion. 11. Exhibit C to the Investor Agreement is hereby amended and replaced in its entirety by Exhibit C attached hereto. 12. Exhibit D to the Agreement is hereby amended and replaced in its entirety by Exhibit D attached hereto. 13. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remains in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of Shares (this Amendment shall not operate as a “Closing”) shall occur on waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date which is no later than fifteen (15) Trading Days following hereof. Each Borrower ratifies and reaffirms the applicable Put Notice Date (each a “Closing Date”)continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement. 14. On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount Except as set forth in Section 2(B). In lieu the Schedule of delivering physical certificates representing Exceptions originally provided by Borrowers to Bank in connection with the Securities Agreement and the updated Schedule of Exceptions provided by Borrowers to Bank in connection with this Amendment, each Borrower represents and warrants that the Company's transfer agent then is participating representations and warranties contained in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request the Agreement are true and correct as of the Investordate of this Amendment, and that no Event of Default has occurred and is continuing. 15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 16. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the Company shall use following: (a) this Amendment, duly executed by Borrowers; (b) Affirmation of Subordination; (c) two Amendment and Affirmation of Guaranties; (d) Disbursement Instructions, Agreement to Provide Insurance, and Automatic Debit Authorization; (e) a nonrefundable amendment fee equal to $20,000 plus an amount equal to all commercially reasonable efforts to cause its transfer agent to electronically transmit Bank Expenses incurred through the Securities by crediting the account date of the Investor's prime broker this Amendment; and (as specified by the Investor within a reasonable period in advance f) such other documents, and completion of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Datesuch other matters, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeBank may reasonably deem necessary or appropriate.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR11. The closing Compliance Certificate incorporated as part of the purchase by Loan Documents hereby is replaced with the Investor Compliance Certificate attached hereto. 12. The Borrowing Base Certificate incorporated as part of Shares (a “Closing”) shall occur the Loan Documents hereby is replaced with the Borrowing Base Certificate attached hereto. 13. No course of dealing on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Datepart of Bank or its officers, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a nor any failure or delay in the issuance exercise of Securities beyond any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 14. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Closing Date could result in economic damage to the InvestorAgreement. After the Effective DateThe Agreement, as compensation to the Investor for such lossamended hereby, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the following schedule (where “No. execution, delivery, and performance of Days Late” is defined this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the number of trading days beyond the Closing DateAgreement, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section as in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities effect prior to the Investor, except date hereof. 15. Borrower represents and warrants that such late payments shall offset any such actual damages incurred by the InvestorRepresentations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and any Open Market Adjustment Amountthat no Event of Default has occurred and is continuing. 16. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank: (a) this Amendment, duly executed by Borrower; (b) an Amended and Restated Revolving Line of Credit Note dated as set forth belowof even date herewith; and (c) all reasonable fees and expenses incurred through the date of this Amendment, which may be debited from Borrower’s account at Bank. 17. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing In connection with any release or cancellation under this Section 2.6, in the event that such release would result in the release of all Individual Properties owned by an Individual Borrower (each an “Unencumbered Borrower”), such Unencumbered Borrower shall be automatically released (provided so long as there is only one (1) Borrower hereunder, that the Debt has been paid in full) by Administrative Agent and Lender from the obligations of the purchase by Loan Documents, except with respect to those obligations and liabilities which expressly survive the Investor repayment of Shares (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor Loan pursuant to any Loan Document and shall no longer be a Borrower for the purposes of this Agreement, certificates representing in each case, without the Shares need for further action or the execution of any documents. In connection with a release or cancellation of each Unencumbered Borrower, Administrative Agent agrees to be issued deliver (i) a UCC-3 financing statement termination or amendment releasing Administrative Agent’s security interest in the collateral pledged to Administrative Agent relating to each Unencumbered Borrower and (ii) instruments executed by Administrative Agent and Lender, as applicable, reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. Without limiting the foregoing, in the event that (i) an Unencumbered Borrower is the sole counterparty to the Investor on such date and registered Interest Rate Protection Agreement and/or the Assignment of Interest Rate Protection Agreement or (ii) the Cash Management Account are in the name of the Investor; an Unencumbered Borrower (clauses (i) and (II) ii), the Investor “Single Borrower Documents”), the release of such Unencumbered Borrower shall deliver additionally be conditioned upon Administrative Agent’s receipt of evidence reasonably acceptable to Administrative Agent that a remaining Borrower shall have assumed all of the Company obligations of such Unencumbered Borrower under the Purchase Price to Single Borrower Documents. All reasonable costs and expenses incurred by Administrative Agent and/or Lender in connection with such release shall be paid for such Shares, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulativeBorrower.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

Intentionally Omitted. MECHANICS OF PURCHASE OF SHARES BY INVESTORAll policies of insurance shall be issued by companies with a financial rating reasonably satisfactory to Landlord and any Superior Mortgagee and in amounts in each company as may be reasonably satisfactory to Landlord and any Superior Mortgagee. The closing All policies of insurance shall have attached thereto a lender's loss payable and additional insured endorsement for the benefit of Landlord and any Superior Mortgagee in form reasonably satisfactory to Landlord and any Superior Mortgagee, shall contain a standard waiver of subrogation clause and shall contain such other endorsements, terms and provisions as shall be reasonably satisfactory to Landlord and any Superior Mortgagee. All policies of insurance required under this Lease may be carried under blanket policies held by Tenant or any of its affiliates. If requested, Tenant shall furnish Landlord and any Superior Mortgagee with a certified copy of all policies of required insurance. At least ten (10) days prior to the expiration of each such policy, Tenant shall furnish Landlord and any Superior Mortgagee with evidence satisfactory to Landlord and any Superior Mortgagee of the purchase reissuance of a policy continuing insurance in force as required by the Investor of Shares this Lease. All such policies shall contain a provision that such policies will not be canceled, materially modified or amended (a “Closing”) shall occur on the date which is no later than fifteen (15) Trading Days following the applicable Put Notice Date (each a “Closing Date”). On each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered including any reduction in the name scope or limits of coverage), without thirty (30) days' prior written notice to Landlord and any Superior Mortgagee. Neither Landlord nor any Superior Mortgagee shall be responsible for the Investor; solvency of any company issuing any policy of insurance pursuant hereto whether or not approved by it, or for the collection of any amounts due under any such policy, and (II) the Investor shall deliver to the Company the Purchase Price to be paid responsible and accountable only for such Sharesmoney as may be actually received by it, based on the Put Amount set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) only in accordance with the following schedule (where “No. of Days Late” is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investorterms hereof. Nothing contained herein shall limit be construed as making Landlord or any Superior Mortgagee liable in any way for any loss, damage or injury resulting from the Investor's right to pursue actual damages for the Company's failure to issue and deliver insure the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth belowPremises.