Common use of Liens and Encumbrances Clause in Contracts

Liens and Encumbrances. This Lease shall be subject and subordinate to any present or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease (a) School shall be subject keep the Premises free and subordinate to any present or future mortgages, deeds clear of trust, all mechanics' liens and other liens or encumbrances executed on account of work done for School or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of Persons claiming under it. If any such lien shall at any time be filed against the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE School shall send copies of all notices or communications regarding this Lease cause the same to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, discharged within ten sixty (1060) days after receipt the recording thereof; provided, however, in the event School is contesting such lien in good faith, School shall have the right to discharge such lien by posting a bond with the applicable State court. If School shall fail to cause the same to be discharged within said sixty (60) day period, then, in addition to any other right or remedy of a request thereforLandlord resulting from School's said default, execute and deliver Landlord may, but shall not be obligated to, following seven (7) days written notice to LESSOR and School, discharge the holder same either by paying the amount claimed to be due, procuring the discharge of such a mortgagelien by giving security, deed or in such other manner as is, or may be, prescribed by law. School shall repay to Landlord, as Additional Rent, on demand, all sums disbursed or deposited by Landlord pursuant to the provisions of trustthis Section 8.03 (a), including all costs, expenses and attorneys' fees incurred by Landlord in connection therewith. Nothing contained herein shall imply any consent or agreement on the part of Landlord to subject Landlord's estate to liability under any mechanics' lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holderlien law. 9.1. LESSEE shall not encumber or permit the encumbrance (b) Should any claim of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to filed against the Premises or any construction on action affecting the title to the Premises be commenced, the party receiving notice of such lien or action shall forthwith give the other party written notice thereof. (c) Landlord shall have the right to post and keep posted upon the Premises notices of non-responsibility or such other notices which Landlord may deem to be proper for the protection of Landlord's interest in the Premises. Additional provisions relating to alterations and improvements are contained School shall, before the commencement of any work which might result in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liabilitylien, damages or expense resulting from any mechanic's lien claims affecting give Landlord written notice of its intention to do so in sufficient time to enable the Premisesposting of such notices.

Liens and Encumbrances. This Lease Without the prior written consent of Administrative Agent, to be exercised in Administrative Agent’s sole and absolute discretion, Mortgagor shall be subject and subordinate not create, place or allow to remain any present lien or future mortgagesencumbrance on the Mortgaged Property, including deeds of trust, and other deeds to secure debt, mortgages, security interests, conditional sales, mechanic liens, tax liens or encumbrances executed assessment liens regardless of whether or consented not they are subordinate to the lien created by LESSORthis Mortgage (collectively, which do not materially adversely affect LESSEE'S use “Liens and Encumbrances”) other than Permitted Encumbrances. If any Liens and Encumbrances other than Permitted Encumbrances are recorded against the Mortgaged Property or any part of the Premises. The holder Mortgaged Property, Mortgagor shall obtain a discharge and release of any record of such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, Liens and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, Encumbrances within ten thirty (1030) days after receipt of a request therefornotice of their existence; provided, execute and deliver however, that Mortgagor shall have the right, subject to LESSOR and compliance with the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination remainder of this Lease paragraph, to contest by appropriate legal action any Liens and Encumbrances provided that such contest is conducted in accordance with the requirements of local laws and regulations, and Mortgagor shall, upon Administrative Agent’s request, deposit with Administrative Agent cash as described abovea reserve in an interest bearing account in an amount which Administrative Agent determines is sufficient to pay the Liens and Encumbrances plus all fines, interest, penalties and costs which estoppel certificate and/or agreement shall be may become due pending the determination of the contest (or in lieu of cash, Mortgagor may deposit with Administrative Agent a letter of credit in form and substance satisfactory to LESSOR and such holder. 9.1Administrative Agent). LESSEE shall not encumber or permit the encumbrance of the Premises or If Mortgagor deposits this leasehold estate by any mortgagesum with Administrative Agent, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent Mortgagor shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE required to improve pay the Premises Liens and Encumbrances provided that the contest operates to prevent enforcement or construct any improvements collection of the Liens and Encumbrances, or additions on the Premises. Any improvements sale or additions to forfeiture of, the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is notMortgaged Property, and is prosecuted with due diligence and continuity. Upon termination of any proceeding or contest, Mortgagor shall pay the amount of the Liens and Encumbrances as finally determined in the proceeding or contest. Provided that there is not be deemed to bethen an Event of Default (as defined herein), the agent of LESSOR in contracting or arranging for any improvements monies which have been deposited with Administrative Agent pursuant to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in this Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE applied toward such payment and the excess, if any, shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premisesbe returned to Mortgagor.

Liens and Encumbrances. This Lease shall be subject and subordinate to any present or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease.the 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease Lessee shall be not commit or suffer any act or neglect which results in the Premises, any improvement, or the leasehold estate of Lessee becoming subject and subordinate to any present attachment, lien, charge, or future mortgagesmonetary encumbrance, deeds of trustexcept as provided in this Lease, and other shall defend, indemnify, and hold harmless Lessor and the State of Hawaii from and against all attachments, liens, charges, and encumbrances and all resulting expenses. Lessee shall keep the Premises free from any liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder arising out of any such mortgagework performed, deed materials furnished, or obligations incurred by or on behalf of trust, Xxxxxx. Lessee shall remove any lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices by bond or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, otherwise within ten (10) days after receipt Xxxxxx becomes aware of a request the existence of such lien or encumbrance or application or claim therefor, execute and deliver if Lessee shall fail to LESSOR and do so, Lessor may pay the holder of amount necessary to remove such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing without being responsible for investigating the subordination of validity thereof. The amount so paid shall be deemed Additional Rent under this Lease as described abovepayable upon demand, which estoppel certificate and/or agreement shall be in form satisfactory addition to LESSOR such other remedies available to Lessor under this Lease. Lessee covenants and such holder. 9.1. LESSEE shall agrees that it will not encumber or permit the encumbrance of subordinate its leasehold interest in the Premises or this leasehold estate by to any mortgage, deed of trust, assignmenteasement, lien, security interest, lien encumbrance, and/or restriction recorded against Xxxxxx’s fee interest in the Premises without the prior written consent of each Authorized Mortgagee. Notwithstanding any provision in this Lease to the contrary, Lessee may place and record non-monetary liens and encumbrances (e.g., easements) that do not affect Lessor’s interest in the Premises and solely affect Lessee’s leasehold interest in the Premises, without having to obtain Lessor’s consent or approval, but Lessee shall provide written notice thereof to Lessor within two (2) business days after such placement or recordation. Lessor shall not (i) change or modify the zoning or land use designations applicable to the Premises; (ii) make any development, land use, or other chargeapplications related to the Premises other than as a co-applicant with Lessee; or (iii) cause any liens, encumbrances, or any other items to be recorded against the Premises, without LESSOR'S the prior written consentconsent of Lessee and any Authorized Mortgagee, which consent shall may not be unreasonably withheld. 9.2, delayed, or conditioned. This Lease Lessee and any Authorized Mortgagee shall not withhold, delay, or condition their consent so long as any such action does not require LESSEE (a) contravene, hinder, or impair any right or privilege granted Lessee in this Lease, or (b) result in any material interference with the use by Lessee of the Premises, for the purposes permitted hereunder or result in damage to improve existing structures or improvements and/or unrepaired damage to existing water, sewer, electrical, or cable systems and roads, and so long as such lien, encumbrance, or any other items to be recorded against the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE expressly provides that it is and will not benefit LESSOR'S reversion. LESSEE is notshall remain subject and subordinate at all times in lien, operation, and shall not be deemed otherwise to bethis Lease and to all renewals, the agent of LESSOR in contracting or arranging for any improvements modifications, amendments, consolidations, and replacements hereof (including new leases entered into pursuant to the Premises or any construction on the Premises. Additional provisions relating to alterations Section 23 and improvements are contained in Section 13 of this Leaseextensions). 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This No work performed by, through, under or for Tenant pursuant to this Lease shall be subject deemed to be for the immediate use or benefit of Landlord to the end that no mechanic's or other liens shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve or alter the Leased Premises. Tenant shall keep the Leased Premises, the Building and subordinate to the Real Property free and clear of all liens and encumbrances arising out of any present work performed for, materials furnished or future mortgages, deeds obligations incurred by or on behalf of trustTenant, and other liens Tenant shall indemnify and hold Landlord harmless from all costs, liabilities and expenses (including reasonable attorneys' fees) arising therefrom. Prior to commencing any work on the Leased Premises, Tenant shall provide to Landlord, at Tenant's sole expense, separate payment and performance bonds in an amount equal to either (i) the actual contract price or encumbrances executed (ii) one and one-half (1-1/2) times the estimated cost of any improvements, additions, or consented alterations which Tenant desires to by LESSOR, which do not materially adversely affect LESSEE'S use make within the Leased Premises. Such bonds shall cover the faithful performance of the Premises. The holder contract and payment of all obligations arising therefrom and insure Landlord against any liability for mechanics', materialmen's, or other construction liens and the completion of any such mortgagework. If any lien is filed against the Leased Premises, deed of trustthe Building or the Real Property by any person claiming by, lien through or encumbrance may notify LESSEE in writing of its interestunder Tenant, Tenant, at Tenant's sole cost and in such event LESSEE expense, shall send copies of all notices immediately discharge the same or communications regarding this Lease furnish to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of Landlord a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be bond in form and amount and issued by a surety satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgageLandlord, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from indemnifying Landlord against all liability, damages costs and expenses, including but not limited to reasonable attorneys' fees, which Landlord may incur, directly or expense resulting from indirectly, as a result thereof and Landlord's reasonable administrative costs and expenses. If Tenant shall fail to cause such lien forthwith to be discharged of record or bonded, then, in addition to any mechanic's other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including reasonable attorneys' fees incurred by Landlord in defending against such lien claims affecting the Premisesor in procuring its discharge of record, shall be due and payable by Tenant as additional rent.

Liens and Encumbrances. This Lease (a) The Developer shall be subject use best efforts to notify MPT and subordinate to any present or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder First Choice of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, liens and in such event LESSEE shall send copies of all notices or communications regarding this Lease encumbrances to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR MPT’s and the holder of such a mortgageLessee’s interests in the Property and the Improvements; however, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent Developer shall not be unreasonably withheldresponsible for the payment of cost overruns, liens or penalties incurred for not promptly paying, all persons or entities supplying work or materials for the construction of the Improvements. Developer’s role and responsibility is to monitor, supervise and provide construction management services as outlined in this Agreement, not as an obligor under any lease or ownership interest in the Property. Developer will not be responsible for obtaining title insurance coverage insuring MPT against any loss or damage with respect to, or make other arrangements acceptable to MPT with respect to, any mechanic’s, materialman’s or other lien filed against the Property, the Improvements, the Lessee or the proceeds of any Funding. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions (b) The Adeptus Parties shall, subject to the Premises which LESSEE might make Guaranty Limitation: (i) keep free from all liens and encumbrances (A) MPT’s and the Lessee’s interests in the Property and the Improvements, (B) the proceeds of all Fundings (including the Initial Funding and Final Funding), and (C) all other assets of the Lessee, except those liens and encumbrances contemplated by the Transaction Documents; (ii) pay prior to delinquency and prior to any interest, fees or permit are penalties being incurred for not promptly paying, all persons or entities supplying work or materials for the sole use construction of LESSEE the Improvements, except, in each case, for good faith contests of which MPT has been notified in writing to the extent such contest is material to the completion of the Project; and will not benefit LESSOR'S reversion. LESSEE is not(iii) promptly discharge, and shall not be deemed bond off, provide affirmative title insurance coverage insuring MPT against any loss or damage with respect to, or make other arrangements acceptable to beMPT with respect to, any mechanic’s, materialman’s or other lien filed against the Property, the agent Improvements, the Lessee or the proceeds of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this LeaseFunding. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease Subject to the provisions of ---------------------- Section 11.01 hereof (concerning Permitted Contests) and the provisions of Section 10.01 hereof (permitting mortgaging of LESSEE'S leasehold estate), LESSEE shall not create or permit to be subject and subordinate created or to any present remain, and, shall promptly discharge or future mortgagesremove or otherwise render ineffective by payment or posting of a surety bond, deeds of trustor otherwise, and other liens or encumbrances executed or consented to within one hundred twenty (120) days after notice by LESSOR, at its sole cost and expense, any lien, encumbrance or charge (each or all of which do not materially adversely affect are herein referred to as "Lien") upon LESSEE'S interest in the Premises, or any part thereof, or upon LESSEE'S leasehold estate hereunder, that arises from the use or occupancy of the Premises by LESSEE or by reason of any labor, service or material furnished or claimed to have been furnished to LESSEE or by reason of any construction, repair or demolition by LESSEE. Notice is hereby given that LESSOR shall not be liable for the cost and expense of any labor, services or material furnished or to be furnished with respect to the Premises at or by the direction of LESSEE or anyone holding the Premises or any part thereof by, through or under LESSEE and that no laborer's, mechanic's or materialman's or other lien for any such labor, services or materials shall attach to or affect the interest of LESSOR in and to the Premises. The holder Nothing in this Lease contained shall be deemed or construed in any way as constituting the consent or request of LESSOR, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any such mortgage, deed labor or the furnishing of trust, lien any materials for any specific improvements or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices repair to or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgagepart thereof, deed nor as giving LESSEE any right, power or authority on behalf of trust, assignment, security interest, lien LESSOR to contract for or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve permit the Premises rendering of any services or construct the furnishing of any improvements or additions on the Premises. Any improvements or additions materials that would give rise to the Premises which LESSEE might make or permit are for the sole use filing of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to lien against the Premises or any construction on part thereof. If LESSEE fails to discharge, remove or otherwise render ineffective by payment, posting of a surety bond, or otherwise, any Lien as hereinabove provided, after the Premises. expiration of any applicable notice cure period, LESSOR, without declaring a default hereunder and without relieving LESSEE of any liability hereunder, may, but shall not be obligated to, discharge or pay the same, either by paying the amount claimed to be due or by procuring the discharge of such Lien by deposit or by bonding proceedings, and any amount so paid by LESSOR and all costs and expenses incurred by LESSOR in connection therewith shall constitute Additional provisions relating to alterations Rental hereunder and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. paid by LESSEE shall defend and indemnify to LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premiseson demand with Interest thereon.

Liens and Encumbrances. This Lease LESSEE shall not perform any act which shall in any way encumber the title of LESSOR in and to the Leased Premises or the Real Estate, nor shall the interest or estate of LESSOR in the Leased Premises or the Real Estate be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue or any express or implied contract by LESSEE. Any claim to, or lien upon, the Leased Premises or the Real Estate arising from any act or omission of LESSEE shall accrue only against the leasehold estate of LESSEE and shall be subject and subordinate to the paramount title and rights of LESSOR in and to the Leased Premises or the Real Estate. Should the Leased Premises or the Real Estate become subject to any present mechanics, laborers' or future mortgagesmaterialmen's lien on account of labor or material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed on the Leased Premises by, deeds of trustor at the direction or sufferance of, LESSEE, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use in case of the Premises. The holder filing of any such mortgagelien, deed LESSEE will promptly pay same; provided, however, that LESSEE shall have the right to contest in good faith and with reasonable diligence, the validity of trust, any such lien or encumbrance may notify LESSEE in writing of its interest, and in such event claimed lien if LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved give to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease security as described above, which estoppel certificate and/or agreement shall may be in form deemed satisfactory to LESSOR to insure payment thereof and such holder. 9.1. to prevent a sale, foreclosure, or forfeiture of the Leased Premises or the Real Estate by reason of non-payment thereof; provided further, however, that on final determination of the lien or claim for lien, LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by immediately pay any mortgagejudgment rendered, deed of trust, assignment, security interest, lien or other with all proper costs and charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, have the agent of LESSOR in contracting or arranging for lien released and any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leasejudgement satisfied. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease 14.1 To the extent permitted by the lien legislation applicable to the Site (as hereinafter defined), the Parties agree that no general lien shall arise under or in respect of any Work and that all liens shall arise and expire on a lot-by- lot basis, which, in the context of this Agreement and each Service Order, shall mean on a Site-by-Site and/or Project- by-Project basis, as applicable. For greater certainty, this shall mean that in the Province of Ontario, pursuant to Section 20(2) of the Construction Lien Act, as amended (the “CLA”), the Parties agree that Section 20(1) of the CLA does not apply. Subcontractor shall ensure that all subcontractors and/or subconsultants enter into a separate contract with Subcontractor for the Project. 14.2 To the extent that MH has timely paid all amounts due to Subcontractor under this Agreement (including a Service Order) the Subcontractor shall not register, nor shall the Subcontractor permit or suffer to exist the registration of any mortgage, lien, pledge, judgment, execution, charge, security interest, restriction, claim or encumbrance of any nature whatsoever (“Encumbrance”) against the real property interest of MH or Client (a “Subcontractor Lien”). For greater certainty, MH shall be considered to have timely paid the Subcontractor if all amounts owed and not subject and subordinate to dispute or to any present rights of set-off or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR withholding under this Lease. LESSEE shall, Agreement or under the Prime Contract have been paid in accordance with the terms of this Agreement. 14.3 If Subcontractor fails to comply with its obligations in Section 14.2 within ten (10) working days after receipt of a request therefornotice of the existence thereof from any source, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement MH shall be entitled to pay into court an amount required to obtain an order from a court of competent jurisdiction vacating the Subcontractor Lien. Upon the exercise by MH of its rights under this Section 14.3, MH shall be entitled to immediately recover from Subcontractor and may exercise set-off rights with respect to: (a) the amount paid into court pursuant to the preceding sentence, and (b) all costs and expenses incurred by MH (including, without limitation, legal expenses on a full indemnity basis) in form satisfactory to LESSOR and such holderthe exercise of its rights under this Section14.3. 9.1. LESSEE 14.4 Subcontractor shall not encumber indemnify and hold harmless MH, its respective parent, subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns from and against any claims, demands, losses, settlements, costs, expenses, penalties, damages, actions, suits, or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheldproceedings (“Claims”) related to Subcontractor Liens. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease SECTION 5.01 Tenant shall be subject and subordinate to not create, permit or suffer any present mechanic's or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such mortgage, deed of trust, ------------ lien or encumbrance may notify LESSEE on or affecting the Demised Premises or the fee estate or reversion of Landlord therein. If any such lien or encumbrance shall at any time be filed or imposed against the Demised Premises or such fee estate or reversion, Tenant, within forty-five (45) days after notice of the filing or imposition thereof, shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or as otherwise permitted by law. If Tenant shall fail to cause such lien or encumbrance to be discharged within such period, then, in writing addition to any other right or remedy of its interestLandlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge thereof by deposit or by bonding proceedings, and in any such event LESSEE Landlord shall send copies be entitled, if Landlord so elects, to compel the prosecution of all notices an action for the foreclosure of such lien or communications regarding this Lease encumbrance by the lienor and to pay the holder amount of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, judgment for an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance favor of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security lienor with interest, lien or other chargecosts and allowances. All amounts so paid by Landlord and all of its costs and expenses in connection therewith (including court costs and reasonable attorneys' fees), without LESSOR'S prior written consent, which consent together with interest at the highest legal rate then in effect shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging be additional rent under this Lease and shall be paid by Tenant to Landlord promptly upon demand by Landlord. SECTION 5.02 Landlord will not be liable for any improvements labor, services or materials ------------ other than Landlord's Work and pursuant to Section 2.01 hereof, furnished or to be furnished to Tenant or to any subtenant in connection with any work performed on or at the Demised Premises; no mechanic's or other lien or encumbrance for any such labor, services or materials shall attach to or affect the fee estate or reversion of Landlord in and to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Demised Premises.

Liens and Encumbrances. This Lease Except as otherwise permitted under Section 7.03 of the Credit Agreement and Section 10.5 of the 2002 Note Purchase Agreement, Trustor shall pay, at or prior to maturity, all obligations secured by or reducible to liens and encumbrances which shall now or hereafter encumber or appear to encumber the Property or any part thereof or interest therein, whether senior or subordinate hereto, including all claims for work or labor performed, or materials or suppliers furnished, in connection with any work of demolition, alteration, improvement of or construction upon the Property. Trustor shall have the right to contest in good faith any such obligation or claim provided such contest shall be subject prosecuted diligently and subordinate in a manner not prejudicial to any present or future mortgages, deeds of trustBeneficiary, and if a judgment adverse to Trustor is obtained, such judgment shall be fully paid or discharged within ten (10) days after the entry of such judgment, unless appealed. Upon demand by Beneficiary, Trustor shall defend, indemnify and hold Beneficiary harmless against any such obligation or claim, so contested by Trustor, and upon demand by Beneficiary, Trustor shall make suitable provision by payment to Beneficiary or by posting a bond or other liens security reasonably satisfactory to Beneficiary for the possibility that the contest will be unsuccessful, including, if Beneficiary requests, a one-and-one half times bond, if available, with respect to mechanics’ or encumbrances executed or consented materialmens’ liens. Such provision shall be made within ten (10) days after demand therefor and, if made by payment of funds to by LESSORBeneficiary, which do not materially adversely affect LESSEE'S use the amount so deposited shall be disbursed in accordance with the resolution of the Premisescontest either to Trustor or the adverse claimant. The holder of any If Trustor fails to post a suitable bond or other acceptable security as provided herein, Beneficiary may remove or pay such mortgage, deed of trust, lien or encumbrance may notify LESSEE at Trustor’s expense. Notwithstanding anything in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease the foregoing to the holder of contrary, if the mortgage, deed of trust, lien or encumbrance. Such holder shall encumbrance to be entitled contested is senior to take any action or exercise any rights reserved to LESSOR under the lien of this Lease. LESSEE Deed of Trust, Trustor shall, within ten (10) days after receipt of a request thereforBeneficiary’s written demand, execute and deliver to LESSOR and the holder of remove or pay such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described aboveand, which estoppel certificate and/or agreement if Trustor shall be in form satisfactory fail to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgagedo so, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is notBeneficiary may do so at Trustor’s expense, and shall not any amount so advanced by Beneficiary will be deemed to be, the agent secured by this Deed of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this LeaseTrust. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease shall be subject and subordinate In connection with all labour performed in, or materials supplied for, the making, erection, installation or alteration of any work or installations made by or for the Tenant in the Lands, the Tenant will comply with all the provisions of the Builders Lien Act, as amended or substituted from time to any present or future mortgages, deeds of trusttime, and other liens statutes from time to time applicable thereto, including any provision requiring or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use enabling the retention of the Premisesany sum as a holdback. The holder Tenant will not create any mortgage, security agreement or other encumbrance in respect of any of its leasehold improvements or trade fixtures and will not permit any mortgage, security agreement or other encumbrance to attach to the Lands in any way. If and whenever any builders lien or other lien for work, labour, services or materials supplied to or for the Tenant or for the cost of which the Tenant may be in any way liable, or claims therefor arise or are filed or any such mortgage, deed of trust, lien security agreement or other encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease attaches to the holder of title to the mortgageLands, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shallthe Tenant will, within ten fifteen (1015) days after receipt of notice thereof, procure the discharge thereof, including any certificate of pending litigation or other notation or charge registered in respect of any lien, by payment or giving security or in such other manner as may be required or permitted by law. Provided however, that in the event of a request bona fide dispute by the Tenant of the validity or correctness of any claim for any such lien, the Tenant will not be bound by the foregoing, but will be entitled to defend against the same in any proceedings brought in respect thereof after first paying into a court of competent jurisdiction the amount claimed or sufficient security therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1costs as the court may direct. LESSEE This section shall not encumber prevent the Tenant mortgaging or permit the encumbrance encumbering its chattels, inventory, trade fixtures or equipment which are not fixtures. Pursuant to Section 3(2) of the Premises or this leasehold estate Builders Lien Act, the Landlord may file in the Land Title Office notice of its fee simple interest in the land on which the Lands are located, as is required by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease law to ensure that the Landlord’s title does not require LESSEE become charged with liens related to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leaselease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease shall 15.1 Tenant will not do any act which will in any way encumber the title of Landlord in and to the Premises nor will the interest or estate of Landlord in the Premises be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Tenant. Any claim to, or lien upon, the Premises arising from any act or omission of Tenant will accrue only against the leasehold estate of Tenant and will be subject and subordinate to the paramount title and rights of Landlord in and to the Premises. 15.2 Tenant will not suffer or permit any present liens to stand against the Premises, the Building or future mortgagesany part thereof, deeds by reason of trustany work, labor, services, or materials done for, or supplied, or claimed to have been done for, or supplied to Tenant, or anyone holding the Premises, or any part thereof through or under Tenant. If any such lien is at any time filed against the Premises, or the Building, Tenant will cause the same to be discharged of record within thirty (30) days after the date of fling the same, by either payment, deposit or bond. If Tenant fails to discharge any such lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but will not be obligated to, procure the discharge of the same by paying the amount outstanding under said lien, and Tenant shall immediately reimburse Landlord for the amount paid by Landlord for any of the aforesaid purposes, together with all legal and other liens expenses incurred Landlord, including reasonable attorneys' fees, in defending any such action or encumbrances executed or consented to by LESSORin procuring the discharge of such lien, which do not materially adversely affect LESSEE'S use reimbursement from Tenant will become due and payable, as Additional Rent hereunder on the date of the Premises. The holder payment of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE sums by Landlord. 15.3 Nothing in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, or construed in any way as constituting the agent consent or request of LESSOR in contracting Landlord, express or arranging implied, by inference or otherwise, to any person, firm or corporation for the performance of any labor or the furnishing of any materials for any improvements construction, rebuilding, alteration or repair of or to the Premises or any construction on part thereof, nor as giving Tenant any right, power or authority to contract for or permit the Premises. Additional provisions relating rendering of any services or the furnishing of any materials which might in-any way give rise to alterations and improvements are contained the right to file any lien against Landlord's interest in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease shall be subject and subordinate to any present or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder.. (see Exhibit "B", attached hereto) 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises Premises, which LESSEE might make or permit permit, are for the sole use of LESSEE and will not benefit LESSOR'S LESSORS reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premisesportion of the Premises constructed or improved by LESSEE.

Liens and Encumbrances. This Lease shall 15.1 Tenant will not do any act which will in any way encumber the title of Landlord in and to the Premises nor will the interest or estate of Landlord in the Premises be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Tenant. Any claim to, or lien upon, the Premises arising from any act or omission of Tenant will accrue only against the leasehold estate of Tenant and will be subject and subordinate to the paramount title and rights of Landlord in and to the Premises. 15.2 Tenant will not suffer or permit any present liens to stand against the Premises, the Building or future mortgagesany part thereof, deeds by reason of trustany work, labor, services, or materials done for, or supplied, or claimed to have been done for, or supplied to Tenant, or anyone holding the Premises, or any part thereof, through or under Tenant. If any such lien is at any time filed against the Premises, or the Building, Tenant will cause the same to be discharged of record within thirty (30) days after the date of filing the same, by either payment, deposit or bond. If Tenant fails to discharge any such lien within such period, then, in addition to any other right or remedy of Landlord, Landlord may, but will not be obligated to, procure the discharge of the same by paying the amount outstanding under said lien, and Tenant shall immediately reimburse Landlord for the amount paid by Landlord for any of the aforesaid purposes, together with all legal and other liens expenses incurred Landlord, including reasonable attorneys' fees, in defending any such action or encumbrances executed or consented to by LESSORin procuring the discharge of such lien, which do not materially adversely affect LESSEE'S use reimbursement from Tenant will become due and payable, as Additional Rent hereunder on the date of the Premises. The holder payment of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE sums by Landlord. 15.3 Nothing in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, or construed in any way as constituting the agent consent or request of LESSOR in contracting Landlord, express or arranging implied, by inference or otherwise, to any person, firm or corporation for the performance of any labor or the furnishing of any materials for any improvements construction, rebuilding, alteration or repair of or to the Premises or any construction on part thereof, nor as giving Tenant any right, power or authority to contract for or permit the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 rendering of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done any services or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.furnishing of

Liens and Encumbrances. This Lease Tenant shall not permit any lien to be subject filed against the Premises on account of non-payment or dispute with respect to labor or materials furnished in connection with construction or any subsequent repairs, modifications or additions thereto, nor shall Tenant permit any judgment, lien or attachment to lie against the Premises for any reason. Should any lien of any nature be against the Premises Tenant shall within twenty (20) days cause such lien to be paid and subordinate to any present or future mortgages, deeds of trust, discharged. Tenant may in good faith and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of at Tenant's expense contest the Premises. The holder validity of any such mortgageasserted lien, deed of trustclaim or demand, in which event Tenant shall bond around such lien or encumbrance may notify LESSEE claim in writing accordance with Texas law. In no event shall Tenant have any right, authority or power to bind Landlord or any interest of its interestLandlord in the Land for any claim for labor or material or for any other charge or expense incurred in the construction or alteration of improvements on the Land. In the event that Tenant, any subtenants or assigns acquire personal property to be installed and in such event LESSEE shall send copies of all notices used upon the Premises subject to a conditional sales contract, chattel mortgage or communications regarding this Lease other security agreement, Landlord agrees to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR any such secured creditor a waiver of any lien Landlord may have upon such personal property. Such waiver will be on a form reasonably acceptable 109 to Landlord authorizing the secured creditor to enter upon the Premises and remove such personal property in the holder event of default under the terms of the security agreement. Tenant agrees to indemnify, defend, and hold Landlord harmless from and against any claims, causes of action, damages, expenses (including attorneys' fees) and loss incident to, resulting from, or in any way arising out of Tenant's failure to keep the Premises free from liens and encumbrances described in this Paragraph 7. Any memo of lease shall contain a notice no contractor, materialman or laborer may filed any liens impacting the fee title to the property. Any such lien shall on the face of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement claim shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit asserted solely against the encumbrance leasehold interest of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2Tenant. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions Landlord represents and warrants that all assessments made on the Premises. Any improvements or additions to Land under the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR Permitted Exceptions have been paid in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leasefull. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease Except for liens arising from the Exterior Building Improvements, Tenant will not permit any mechanics', laborers', or materialmen's liens to stand against the Premises for any labor or material furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed on said Premises by or at the direction or sufferance of Tenant. Tenant shall be subject and subordinate have the right to any present contest the validity or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder amount of any such mortgage, deed of trust, lien or encumbrance claimed lien if Tenant shall give to Landlord such reasonable security as may notify LESSEE in writing of its interestbe demanded by Landlord to insure payment thereof and to prevent any sale, and in such event LESSEE shall send copies of all notices foreclosure or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance forfeiture of the Premises or this leasehold estate by any mortgagereason by nonpayment thereof, deed which security shall not exceed one hundred percent (100%) of trust, assignment, security the amount of the lien claimed plus the interest, costs, and plaintiff's attorney fees estimated to accrue thereon during the pendency of such contest proceedings. On final determination of the lien or other chargeclaim for lien, without LESSOR'S prior written consentTenant will immediately pay any judgment rendered with all proper costs and charges and shall have the lien released or judgment satisfied at Tenant's own expense and upon Tenant furnishing adequate evidence to Landlord of the release of said lien and satisfaction of any judgment, which consent Landlord will forthwith return to Tenant any security in Landlord's possession with respect to the lien or judgment involved. In the event Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to insure payment thereof, or having commenced to contest the same, and having given such security, shall fail to prosecute such contest with diligence, or shall fail in due course to have the same released and satisfy any judgment rendered thereon, then Landlord may, at its election (but shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE required so to improve do), remove or discharge such lien or claim for lien (with the Premises right in its discretion to settle or construct compromise the same) and any improvements or additions on amounts advanced by Landlord for such purposes shall be Additional Rent due from Tenant to Landlord at the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay next rent day after any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR payment, with interest at the Default Rate from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premisesdate of payment thereof by Landlord until the repayment thereof to Landlord by Tenant.

Liens and Encumbrances. This Lease LESSEE shall not perform any act which shall in any way encumber the title of LESSOR in and to the Leased Premises or the Real Estate, nor shall the interest or estate of LESSOR in the Leased Premises or the Real estate be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue or any express or implied contract by LESSEE. Any claim to, or lien upon, the Leased Premises or the Real Estate arising from any act or omission of LESSEE shall accrue only against the leasehold estate of LESSEE and shall be subject and subordinate to the paramount title and rights of LESSOR in and to the Leased Premises or the Real Estate. Should the Leased Premises or the Real Estate become subject to any present mechanics, laborers' or future mortgagesmaterialmen's lien on account of labor or material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed on the Leased Premises by, deeds of trustor at the direction or sufferance of, LESSEE, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use in case of the Premises. The holder filing of any such mortgagelien, deed LESSEE will promptly pay same, provided, however, that LESSEE shall have the right to contest in good faith and with reasonable diligence, the validity of trust, any such lien or encumbrance may notify LESSEE in writing of its interest, and in such event claimed lien if LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved give to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease security as described above, which estoppel certificate and/or agreement shall may be in form deemed satisfactory to LESSOR to insure payment thereof and such holder. 9.1. to prevent a sale, foreclosure, or forfeiture of the Leased Premises or the Real Estate by mason of non-payment thereof, xxxvided further, however, that on final determination of the lien or claim for lien, LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by immediately pay any mortgagejudgment rendered, deed of trust, assignment, security interest, lien or other with all proper costs and charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, have the agent of LESSOR in contracting or arranging for lien released and any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leasejudgment satisfied. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease (a) School shall be subject keep the Premises free and subordinate to any present or future mortgages, deeds clear of trust, all mechanics' liens and other liens or encumbrances executed on account of work done for School or consented to by LESSOR, which do not materially adversely affect LESSEE'S use of Persons claiming under it. If any such lien shall at any time be filed against the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE School shall send copies of all notices or communications regarding this Lease cause the same to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, discharged within ten sixty (1060) days after receipt the recording thereof; provided, however, in the event School is contesting such lien in good faith, School shall have the right to discharge such lien by posting a bond with the applicable State court. If School shall fail to cause the same to be discharged within said sixty (60) day period, then, in addition to any other right or remedy of a request thereforLandlord resulting from School's said default, execute and deliver Landlord may, but shall not be obligated to, following seven (7) days written notice to LESSOR and School, discharge the holder same either by paying the amount claimed to be due, procuring the discharge of such a mortgagelien by giving security, deed or in such other manner as is, or may be, prescribed by law. School shall repay to Landlord, as Additional Rent, on demand, all sums disbursed or deposited by Landlord pursuant to the provisions of trustthis Section 9.03(a), including all costs, expenses and attorneys' fees incurred by Landlord in connection therewith. Nothing contained herein shall imply any consent or agreement on the part of Landlord to subject Landlord's estate to liability under any mechanics' lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holderlien law. 9.1. LESSEE shall not encumber or permit the encumbrance (b) Should any claim of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to filed against the Premises or any construction on action affecting the title to the Premises be commenced, the party receiving notice of such lien or action shall forthwith give the other party written notice thereof. (c) Landlord shall have the right to post and keep posted upon the Premises notices of non-responsibility or such other notices which Landlord may deem to be proper for the protection of Landlord's interest in the Premises. Additional provisions relating to alterations and improvements are contained School shall, before the commencement of any work which might result in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liabilitylien, damages or expense resulting from any mechanic's lien claims affecting give Landlord written notice of its intention to do so in sufficient time to enable the Premisesposting of such notices.

Liens and Encumbrances. This Lease If at Closing there shall be subject any Liens or encumbrances, other than the Permitted Encumbrances, that Seller has agreed to pay and subordinate discharge, Seller shall be required to remove any present or future mortgages, deeds of trust, Liens in accordance with Section 3.2(c) and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S Seller may use any portion of the Premises. The holder balance of the Purchase Price payable at Closing to satisfy the same; PROVIDED, HOWEVER, that Seller shall either (a) deliver to the Title Company at Closing instruments in recordable form and sufficient, in the reasonable judgment of the Title Company, to satisfy such Liens and encumbrances of record, together with the cost of recording or filing said instruments, or (b) if Seller shall have made arrangements with the Title Company in advance of the Closing, deposit with the Title Company such monies as may be acceptable to and required by it to ensure the obtaining and recording of such satisfactions and the issuance of title insurance to Buyer either free of any such mortgageLiens and encumbrances or with insurance insuring over and against enforcement of the same out of the Acquired Assets provided that the Title Company is ready and willing to issue the Title Policy without exception for any such matters; and PROVIDED, deed FURTHER, that if the aggregate amount of trustmonies required to satisfy any judgment(s) of record against Seller shall equal or exceed the Purchase Price, lien or encumbrance may notify LESSEE in writing of its interestSeller shall have the right to terminate this Agreement by notice to Buyer. Upon such termination by Seller, this Agreement shall terminate, the Deposit shall be promptly refunded to Buyer and in such event LESSEE neither party shall send copies of all notices or communications regarding this Lease have any further liability to the holder other hereunder other than the Surviving Provisions. The existence of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute such Liens and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and encumbrances shall not be deemed objections to be, title if Seller shall comply with the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leaseforegoing requirements. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease shall be subject and subordinate to any present or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSORLANDLORD, which do not materially adversely affect LESSEETENANT'S use of the Premises. The holder of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE TENANT shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE TENANT shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR LANDLORD and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR LANDLORD and such holder. 9.18.1. LESSEE TENANT shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSORLANDLORD'S prior written consent, which consent shall not be unreasonably withheld. 9.28.2. This Lease does not require LESSEE TENANT to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE TENANT might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversionTENANT. LESSEE TENANT is not, and shall not be deemed to be, the agent of LESSOR LANDLORD in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 11 of this Lease. 9.38.3. LESSEE TENANT shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE TENANT shall defend and indemnify LESSOR LANDLORD from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease In connection with the making, erection or installation of Tenant Alterations and all other work, repair or installations made by or for Tenant in the Premises, Landlord shall be subject have the right and subordinate opportunity to record and post notices of non-responsibility with respect to the work, and Tenant shall comply with all the provisions of the mechanics' lien and other similar statutes from time to time applicable thereto (including any proviso requiring or enabling the retention by way of holdback or portions of any sums payable) and, except as to any present such holdback, shall promptly pay all accounts relating thereto. Tenant will not create any mortgage, conditional sale agreement or future mortgages, deeds other encumbrance in respect of trust, and other liens or encumbrances executed or consented to by LESSOR, its Tenant Alterations nor shall Tenant take any action as a consequence of which do not materially adversely affect LESSEE'S use of the Premises. The holder of any such mortgage, deed of trust, lien conditional sale agreement or other encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease would attach to the holder Project or any part thereof. If any mechanics' or other lien for work, labor, services or materials is asserted against the Project because of the any claim against Tenant, whether or not valid or contested, or any such mortgage, deed of trustconditional sale agreement or other encumbrance shall attach, lien or encumbrance. Such holder Tenant shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefornotice from Landlord procure the discharge thereof, execute including any certificate of action recorded in respect of any lien. If Tenant fails to do so, Landlord may pursue any of its remedies hereunder for default of Tenant, and deliver may make any payments or take any steps or proceedings required to LESSOR and procure the holder discharge of any such a mortgageliens or encumbrances. In such cases, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement Landlord shall be entitled to be repaid by Tenant on demand for any such payments, and for all costs and expenses in form satisfactory connection with steps or proceedings taken by Landlord, including attorneys' fees. Landlord's right to LESSOR reimbursement and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent to payment shall not be unreasonably withheld. 9.2affected or impaired if Tenant shall then or subsequently establish or claim that any hen or encumbrance so discharged was without merit or excessive or subject to any abatement, set-off or defense. This Lease does not Tenant shall indemnify, defend with counsel acceptable to Landlord and hold Landlord harmless from and against all claims, losses, liabilities; damages, costs and expenses (including, without limitation, reasonable attorneys' fees) which may be incurred by Landlord in any proceedings brought by any person against Landlord alone or with another or others for or in respect of work, labor, services or materials supplied to or for Tenant. As a condition to any consent by Landlord to any Tenant Alteration, Landlord may require LESSEE payment and performance bonds in form, substance and amounts satisfactory to improve Landlord. articles of personal property and all business and trade fixtures, equipment and furniture; and Tenant may, at the Premises or construct any improvements or additions on the Premises. Any improvements or additions times appointed by Landlord and subject to the Premises which LESSEE might make availability of freight elevators, remove its articles of personal property, business and trade fixtures and furniture and equipment during the Term in the usual and normal course of its business if the same has become excessive for Tenant's purposes or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE if Tenant is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leasesubstituting new items therefor. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.

Liens and Encumbrances. This Lease 1. Lessee shall not create or permit to be subject created or to remain, and, shall promptly discharge, at its sole cost and subordinate expense, any lien, encumbrance or charge (all or any one of which hereinafter referred to as "Lien") upon the Premises, or any present part thereof or future mortgagesupon Xxxxxx's leasehold estate hereunder that arises from the use or occupancy of the Premises by Lessee or by reason of any labor, deeds service or material furnished or claimed to have been furnished to or for the benefit of trustLessee or by reason of any construction, repairs or demolition by or at the direction of Lessee of all or any part of any improvements. 2. Notice is hereby given that Lessor shall not be liable for the cost and expense of any labor, services or materials furnished or to be furnished with respect to the Premises at or by the direction of Lessee or anyone holding the Premises or any part thereof by, through or under Lessee and that no laborer's, mechanic's or materialman's or other liens lien for any such labor, service or encumbrances executed materials shall attach to or consented affect the interest of Lessor in and to by LESSOR, which do not materially adversely affect LESSEE'S use of the Premises. The holder Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Lessor, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any such mortgage, deed labor or the furnishing of trust, lien any materials for any improvements or encumbrance may notify LESSEE in writing of its interest, and in such event LESSEE shall send copies of all notices repairs to or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, within ten (10) days after receipt of a request therefor, execute and deliver to LESSOR and the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgagepart thereof, deed nor as giving Lessee any right, power or authority on behalf of trust, assignment, security interest, lien Lessor to contract for or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve permit the Premises rendering of any services or construct the furnishing of any improvements or additions on the Premises. Any improvements or additions materials that would give rise to the Premises which LESSEE might make or permit are for the sole use filing of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to Lien against the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Leasepart thereof. 9.33. LESSEE If Lessee fails to discharge any Lien or to comply with any Regulation as hereinabove provided, Lessor, without declaring a default hereunder and without relieving Lessee of any liability hereunder, may, but shall promptly not be obligated to, discharge or pay such Lien (either by paying the amount claimed to be due or by procuring the discharge of such Lien by deposit or by bonding proceedings) or cause compliance with such Regulation, and any amount so paid by Lessor and all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills costs and expenses incurred by Lessor in connection therewith shall constitute additional rent hereunder and shall be a paid immediately by Lessee to Lessor upon demand by Xxxxxx, with interest thereon from the date of demand by Xxxxxx at the default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premisesrate specified in Article XVI.

Liens and Encumbrances. This Lease Without the prior written consent of Lender, to be exercised in Lender’s sole and absolute discretion, other than the Permitted Exceptions, Borrower shall be subject not create, place or allow to remain any Liens and subordinate to Encumbrances on the Property. If any present Liens and Encumbrances are recorded against the Property or future mortgages, deeds of trust, and other liens or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use any part of the Premises. The holder Property, Borrower shall obtain a discharge and release of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interest, Liens and in such event LESSEE shall send copies of all notices or communications regarding this Lease to the holder of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Lease. LESSEE shall, Encumbrances within ten fifteen (1015) days after receipt of a request therefornotice of their existence. If Borrower elects by appropriate legal action to contest any Liens and Encumbrances, execute and Borrower shall first deposit cash or deliver to LESSOR Lender a letter of credit from a bank approved by Lender and otherwise in form and substance acceptable to Lender in its reasonable discretion as a reserve in an amount which Lender determines is sufficient to pay any such Liens and Encumbrances plus all interest, penalties and costs which may become due pending the holder determination of the contest unless Borrower has, as a condition to bringing such legal action, deposited with the applicable court or imposing authority or lienor such sums or letter of credit as are required to initiate such contest and has delivered to Lender evidence of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination of this Lease as described above, which estoppel certificate and/or agreement shall be in form deposit reasonably satisfactory to LESSOR Lender. If Borrower deposits this sum or letter of credit with Lender or the sum or letter of credit required by the applicable court or imposing authority or lienor, as applicable, and if such holder. 9.1. LESSEE shall not encumber or permit the encumbrance deposit effects a stay of the Premises or this leasehold estate by any mortgageenforcement action, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent Borrower shall not be unreasonably withheld. 9.2required to discharge such Liens and Encumbrances provided that the contest operates to prevent enforcement or collection of the Liens and Encumbrances, and the sale and forfeiture of, the Property, and is prosecuted with due diligence and continuity. This Lease If such deposit does not require LESSEE effect a stay of any enforcement action, Borrower shall be required to improve discharge such Liens and Encumbrances. Upon termination of any proceeding or contest, Borrower shall pay the Premises amount and cause the discharge of such Liens and Encumbrances as finally determined in the proceeding or construct any improvements or additions on the Premisescontest. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use Provided that there is not then an Event of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to beDefault, the agent of LESSOR in contracting or arranging for any improvements monies which have been deposited with Lender pursuant to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills Section, if any, shall be a default under this Lease. LESSEE applied toward such payment and the excess, if any, shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premisesbe returned to Borrower.

Liens and Encumbrances. This Against Tenant’s Interest in the Leasehold Estate (a) Tenant (and Foreclosure Trustee, if applicable) shall have the right to encumber the leasehold estate created by this Ground Lease and the Improvements with one or more deeds of trust or mortgages, in conformance with the requirements of Section 17.1 hereof. (b) Tenant shall be subject and subordinate not have the right to encumber Landlord’s fee interest in the Property or Landlord’s reversionary interest in the Improvements. (c) For as long as there is any lien securing any Mortgage loans: (1) Landlord shall not agree to any present mutual termination or future mortgagescancellation of, deeds or accept any surrender of trustthis Ground Lease, nor shall Landlord consent to any amendment or modification of this Ground Lease, in each case without the prior written consent of each Mortgagee which has an outstanding Mortgage loan. Tenant may not exercise any right to terminate this Ground Lease without the prior written consent of each Mortgagee. (2) Notwithstanding any default by Tenant under this Ground Lease, Landlord shall have no right to terminate this Ground Lease unless Landlord shall have given each Mortgagee which have an outstanding Mortgage loan written notice of such default and such Mortgagees shall have failed to remedy such default or acquire Tenant’s leasehold estate created by this Ground Lease or commence foreclosure or other appropriate proceedings as set forth in, and other liens within the time specified by, this Section. (3) Each Mortgagee which has an outstanding Mortgage loan shall have the right, but not the obligation, at any time to pay any or encumbrances executed or consented to by LESSOR, which do not materially adversely affect LESSEE'S use all of the Premises. The holder Rent due pursuant to the terms of any such mortgage, deed of trust, lien or encumbrance may notify LESSEE in writing of its interestthis Ground Lease, and in such event LESSEE shall send copies do any other act or thing required of all notices or communications regarding Tenant by the terms of this Lease Ground Lease, to the holder prevent termination of the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled to take any action or exercise any rights reserved to LESSOR under this Ground Lease. LESSEE shallEach Mortgagee and its agents and contractors shall have a right to enter the Property for purposes of accomplishing the foregoing, within ten so long as such Mortgagee indemnifies and holds Landlord harmless from any and all liability arising from such entry upon the Property. Each Mortgagee shall have sixty (1060) days after receipt of written notice from Landlord describing a default by Tenant to cure the default. All payments so made and all things so done shall be as effective to prevent a termination of this Ground Lease as the same would have been if made and performed by Tenant instead of by Mortgagee(s). (4) In addition to the cure period provided in paragraph (3) above, if the default is such that possession of the Property may be reasonably necessary to remedy the default, each Mortgagee which has an outstanding Mortgage loan shall have such additional time after the expiration of such sixty (60) day period as such Mortgagee may reasonably require to remedy such default, provided that (i) such Mortgagee shall have fully cured any default in the payment of any monetary obligations of Tenant under this Ground Lease within such sixty (60) day period and shall continue to pay currently such monetary obligations when the same are due, and (ii) within one hundred twenty (120) days after receipt of Landlord’s notice of default, such Mortgagee shall have acquired Tenant’s leasehold estate hereunder or commenced foreclosure or other appropriate proceedings, and shall be diligently prosecuting the same. (5) Any default under this Ground Lease which by its nature cannot be remedied by any Mortgagee shall be deemed to be remedied if (i) within one hundred twenty (120) days after receiving written notice from Landlord describing the default, or prior thereto, any Mortgagee shall have acquired Tenant’s leasehold estate or commenced foreclosure or other appropriate proceedings, (ii) the Mortgagee shall diligently prosecute any such proceedings to completion, (iii) the Mortgagee shall have fully cured any default in the payment of any monetary obligations of Tenant hereunder which does not require possession of the Property, and (iv) after gaining possession of the Property, the Mortgagee shall perform all other obligations of Tenant hereunder capable of performance by the Mortgagee when the obligations are due. (6) If a Mortgagee is prohibited, stayed or enjoined by any bankruptcy, insolvency or other judicial proceedings involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings, the times specified for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such stay prohibition or injunction; provided that any Mortgagee shall have fully cured any default in the payment of any monetary obligations of Tenant under this Ground Lease and shall continue to pay currently such monetary obligations when the same fall due (subject to the notice and cure provision contained herein). (7) Landlord shall deliver, by U.S. certified mail, postage prepaid, return receipt requested, to each Mortgagee which has any outstanding Mortgage loan a duplicate copy of all notices which Landlord may from time to time give to Tenant pursuant to this Ground Lease. (8) In the event any Foreclosure Transferee becomes Tenant under this Ground Lease by means of foreclosure or assignment of the leasehold interest hereunder in lieu of foreclosure or pursuant to any new lease obtained under paragraph (9) below, that Foreclosure Transferee shall be personally liable under this Ground Lease or such new lease only for the period of time that Foreclosure Transferee remains Tenant thereunder, and that Foreclosure Transferee’s right to assign this Ground Lease or such new lease shall not be subject to the restrictions set forth in this Ground Lease. Nothing in this Section shall be construed to obligate any Foreclosure Transferee to remedy any default of Tenant, and any failure of any Mortgagee to complete any such cure after commencing the same shall not give rise to any liability of any Mortgagee to Landlord or Tenant. (9) If this Ground Lease is terminated, whether by foreclosure, order of a bankruptcy court or otherwise, upon written request thereforby any Mortgagee given within sixty (60) days after Landlord gives written notice of such termination to each Mortgagee, execute Landlord shall enter into a new lease of the Property with the Mortgagee for the remainder of the Term with the same agreements, covenants, reversionary interests and deliver conditions (except for any requirements which have been fulfilled by Tenant prior to LESSOR termination) as are contained in this Ground Lease and with priority equal to this Ground Lease, which new lease shall be effective as of the date of termination of the original Ground Lease; provided, however, that a requesting Mortgagee shall promptly cure any defaults by Tenant reasonably susceptible to cure by the Mortgagee. The Tenant under the new lease shall have the same right, title and interest in and to all Improvements located on the Property as Tenant had under the terminated Ground Lease immediately prior to its termination. Landlord shall by quitclaim deed or by the terms of the new lease convey to the Mortgagee, title to the improvements, if any, which become vested in Landlord as a result of the termination of the Ground Lease. The Mortgagee shall be responsible for all costs reasonably incurred by Landlord in connection with the preparation and execution of such new lease. (10) The Investor of Tenant shall have the same rights to receive notices of default and to cure as any Mortgagee authorized under this paragraph (c). (11) Landlord shall include in this Ground Lease by suitable amendment from time to time any provision which may reasonably be requested by any Mortgagee for the purpose of implementing the mortgagee-protection provisions contained in this Ground Lease and allowing such Mortgagee reasonable means to protect or preserve the lien of the leasehold mortgage and the holder value of its security. Any such amendment shall not in any way affect the Term under this Ground Lease nor otherwise in any material respect adversely affect any rights of Landlord under this Ground Lease. (12) The parties shall not amend this Ground Lease without the consent of the Mortgagees and Investor of Tenant. Landlord shall not terminate this Ground Lease without the Investor’s consent prior to the expiration of the fifteen (15) year Tax Credit compliance period described in Section 42(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). (13) No Mortgagee shall be required to perform any act which is not susceptible to performance by a mortgageMortgagee, deed such as to cure a filing or condition of trustbankruptcy or insolvency or to cure or commence the cure of any default which is Tenants’ failure to pay any lien, lien charge or other encumbrance which is junior in priority to the Mortgagee’s encumbrance. (d) Any Mortgage created pursuant to subsection (a) of this Section shall be subject to the provisions of this Ground Lease and all rights of Landlord under this Ground Lease. (e) No Mortgagee or its designee or transferee shall be or become liable to Landlord as an assignee of this Ground Lease or otherwise unless it expressly assumes by written instrument executed by Landlord and the Mortgagee or its designee or transferee such liability (in which event the Mortgagee’s, designee’s or transferee’s liability shall be limited to the period of time during which it is the owner of the leasehold estate created hereby) and no assumption shall be inferred from or result from acceptance of an estoppel certificate and/or agreement evidencing from Landlord, acceptance of a Mortgage of Tenant’s leasehold estate, or by foreclosure or other appropriate proceedings in the subordination nature thereof or as the result of any other action or remedy provided for by such Leasehold Mortgage or other instrument or from a conveyance from Tenant pursuant to which the purchaser at foreclosure or grantee shall acquire the rights and interest of Tenant under the terms of this Lease as described aboveGround Lease. If any Mortgagee (or its affiliate or nominee) acquires the Property by foreclosure or deed in lieu of foreclosure, which estoppel certificate and/or agreement or obtains a new lease under this Section 17, the Rent shall be One Dollar ($1.00) for each Rental Period until the “Conversion Date” (as defined in form satisfactory to LESSOR and such holder. 9.1. LESSEE the first mortgage loan documents); thereafter, the Rent payable shall not encumber or permit the encumbrance be fifty percent (50%) of the Premises or this leasehold estate Residual Receipts, if any, for the subject Rental Period, except that Operating Expenses, Debt Service, Reserve Deposits and Partnership Related Fees shall be calculated based upon the actual amounts of operating expenses, debt service, reserve deposits and partnership related fees, respectively, incurred by any mortgage, deed the Tenant (without giving effect the limitations contained in the definitions of trust, assignment, security interest, lien those terms or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use provisions of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to bethis Lease).Additionally, the agent Rent shall include all of LESSOR in contracting the following:(i) fifty percent (50%) of the Refinancing Net Proceeds immediately upon any refinancing of the Project (or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liabilitypart thereof), damages or expense resulting from any mechanic's lien claims affecting the Premises.and

Liens and Encumbrances. This Lease (a) The Licensor shall have a lien on the Vessel for the payment of all monies due to the Licensor under this Agreement. (b) In consideration for entering into this Agreement, the Licensee as the beneficial owner states that it is absolutely entitled to grant this security interest and hereby charges in favour of the Licensor all of its personal property present and future and where so ever situated with the payment to the Licensor of all monies secured by this Agreement. Such security interest shall be subject a non-circulating and subordinate specific security interest on all of the abovementioned personal property now or in the future belonging to the Licensee and a circulating security interest on all other personal property of the Licensee. (c) In the event of the Licensee’s default of this Agreement, the Licensor may appoint a receiver and or manager of the Licensee as the case may be without derogating from its other rights under this Agreement. (d) Licensee irrevocably appoints the Licensor and any present receiver or future mortgagesmanager appointed by the Licensor to be the Licensee’s joint and several attorneys to execute, deeds sign and perform in its name and on its behalf all Agreements, instruments, acts and things whatsoever which the Licensee is required or reasonably expected to execute, sign and perform under the covenants contained in this Agreement and generally to use the Licensor’s name in the exercise of trustall or any of the powers conferred on the Contractor or any receiver or manager appointed by the Licensee as the case may be. (e) Notwithstanding the Licensor’s rights under clause 13 (a)-(d) above, the Licensee authorises the Licensor to take possession of the Vessel on default in payment of an account. Any such taking of possession shall be at the cost and risk of the Licensee including all costs of storing the Vessel and any expenses and costs including but not limited to Legal Costs and Expenses shall be a debt due and owing to the Licensor. The Licensor may sell the Vessel either by public or private sale if the account remains unpaid for 21 days after a notice has been made in writing by the Licensor to the Licensee. The Licensor may and the Licensee authorises the Licensor to collect out of any sale or settlement proceeds however described the costs and expenses of taking possession and sale and the Licensee charges to the Licensor under this Agreement those costs and expenses against the Vessel and the Licensee. The Licensor will pay the Licensee any funds remaining from the net sale proceeds of the Vessel after all debts owed to the Licensor have been discharged. (f) The Licensee appoints the Licensor as the Licensee’s attorney to sign any document required to transfer ownership of the Vessel on the sale of such Vessel arising from any default hereunder and to execute any document required under the Personal Property Securities Xxx 0000 (Cth) (“PPSA”), Corporations Xxx 0000 (Cth) and/or any applicable ASIC Form and/or any applicable registration Transfer or other liens applicable form under Marine Vessel Registration and/or Licensing Legislation and/or any finance encumbrance bank building society of finance company (or encumbrances executed similar) documentation. (g) Where the Vessel is under finance or consented encumbrance, the Licensee covenants that the Licensee is not in default or arrears of any term of any applicable finance or encumbrance Agreement and that the encumbrance or finance provider as the case may be is aware of and consents to by LESSOR, which do not materially adversely affect LESSEE'S this berthing storage and mooring Agreement and the use of the PremisesVessel Storage Facility set out herein. (h) The Licensee authorises the Licensor: (i) to undertake and the licensee agrees to pay to the Licensor whether in advance or in arrears at the discretion of the Licensor for searches undertaken of the Personal Property Securities Register (PPSR) maintained under the Personal Property Securities Act 2009 (Cth) (PPSA), insurers, registration authorities, government authorities, Roads and Maritime Services, courts and police for the purposes of ascertaining as to the Licensee’s and the Vessel’s status, applicable finance, encumbrances or other noted items in the PPSR and relevant information as to title and condition concerning the Vessel; and (ii) pursuant to Section 18E of the Privacy Xxx 0000 (Cth) the Licensee authorises the Licensor in waiver of the Licensee’s rights to make confidential enquiries of and obtain information from finance providers, bankers, insurers, registration authorities, government authorities, Roads and Maritime Services, courts and police with respect to the Vessel, its status, title, condition and with respect to the Licensee and the Licensee’s legal status including any proceedings against the Licensee and/or the Vessel, and any indebtedness of the Licensee and/or the Vessel as to any specific credit debt and credit generally and to obtain information including but not limited to a payout figure, daily rate of interest, the nature of any security or finance interest claimed over the Vessel or with respect to the Licensee. The holder Licensee authorizes the Licensor to communicate to and receive from the said persons and entities what would otherwise be confidential information concerning the Licensee and Licensee’s indebtedness and the indebtedness of any such mortgagethe Vessel for the purposes of this Agreement including securing payment or repayment as the case may be for the Vessel, deed discharge of trust, lien or encumbrance may notify LESSEE in writing indebtedness and remuneration of its interest, and in such event LESSEE shall send copies of all notices or communications regarding this Lease payment to the holder of Licensor and/or the mortgage, deed of trust, lien or encumbrance. Such holder shall be entitled Licensor’s costs and expenses including but not limited to take any action or exercise any rights reserved to LESSOR legal costs and expenses under this Lease. LESSEE shall, within ten Agreement. (10i) days after receipt of a request therefor, execute and deliver to LESSOR and For the holder of such a mortgage, deed of trust, lien or other encumbrance, an estoppel certificate and/or agreement evidencing the subordination purposes of this Lease as described above, which estoppel certificate and/or agreement shall be in form satisfactory to LESSOR and such holder. 9.1. LESSEE shall not encumber or permit the encumbrance of the Premises or this leasehold estate by any mortgage, deed of trust, assignment, security interest, lien or other charge, without LESSOR'S prior written consent, which consent shall not be unreasonably withheld. 9.2. This Lease does not require LESSEE to improve the Premises or construct any improvements or additions on the Premises. Any improvements or additions to the Premises which LESSEE might make or permit are for the sole use of LESSEE and will not benefit LESSOR'S reversion. LESSEE is not, and shall not be deemed to be, the agent of LESSOR in contracting or arranging for any improvements to the Premises or any construction on the Premises. Additional provisions relating to alterations and improvements are contained in Section 13 of this Lease. 9.3. LESSEE shall promptly pay all bills for labor done or material or equipment supplied for any construction or repair work done on the Premises. Failure to promptly pay any such bills shall be a default under this Lease. LESSEE shall defend and indemnify LESSOR from all liability, damages or expense resulting from any mechanic's lien claims affecting the Premises.clause: