Common use of Miscellaneous Provisions Clause in Contracts

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall If in any circumstance we do not provide notice of, or object to, any default on your part, such situation will not constitute a waiver of such default or any future default of any kind. If any of this Agreement is held legally invalid, the remainder will not be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall affected and will be addressed valid and enforced to the person fullest extent permitted by law and address given on equity, and there will be deemed substituted for the first page hereofinvalid provisions such provisions as will most nearly carry out our mutual intent as expressed in this agreement. Lessor You may not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent and Lessee mayany such attempted transfer will be void. We may assign our rights and obligations under this Agreement to a qualified natural gas supplier and will provide you with prior written notice of any such assignment. This Agreement contains the entire agreement between both of us, from time to timesupersedes any other agreements, change these addresses by notifying each other discussions or understandings (whether oral or written) regarding the subject matter of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representativesagreement, and assigns. (C) This Lease shall may not be governed contradicted by and construed under the laws any prior or contemporaneous oral or written agreement. A facsimile copy with your signature will be considered an original for all purposes. No amendment to this Agreement will be valid or given any effect unless signed by both of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other us. Applicable provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall Agreement will continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease after termination or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease Agreement to the extent necessary, including those for billing adjustments and without the execution payments, indemnification, limitations of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisionsliability, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor dispute resolution. Constellation shall have the right to charge Lessee set-off and net any amounts owed to Customer against any amounts owed to it by Customer under this Agreement or any other agreement. This Agreement is a late charge “forward contract” and Constellation is a “forward contract merchant” under the U.S. Bankruptcy Code, as amended. Further, we are not providing advice regarding “commodity interests”, including futures contracts and commodity options or any other matter, which would cause us to be a commodity trading advisor under the U.S. Commodity Exchange Act, as amended (“CEA”). Customer’s purpose in entering into this Agreement is not speculation, but rather price volatility control and/or budget management for procurement of $250.00 per month natural gas for each month one or more of its facilities. Customer represents that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after it qualifies as an “eligible contract participant” as the first such occurrence in any 12 month periodsame is defined under the CEA. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration The terms of any applicable cure period and continue until said installmentpurchase order (PO) you send to us or any alterations, interest and all accrued late charges are paid in full additions, or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access modifications you make to the Leased Premises, visibility, or operations preprinted terms of the business of Lessee. In such event Lessor shall, at its own cost this Agreement shall be void and expense, restore the remaining portion of the Leased Premises without any effect unless and only to the extent necessary we agree in writing to render it reasonably suitable for the purposes for which it was leasedsuch alterations, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessoradditions, or modifications. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or a nationally recognized overnight mailor express courier. Notices to either party Lessor shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises premises are situatesituated. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article paragraph captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionlease, Lessee it shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent Rental shall be One Hundred Fifty percent (150%) increased 25% from the amount due on the last month prior to such expiration. (G) If any installment of Rent rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent Rental hereunder) shall not be paid within 10 days when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 250 per month for unpaid rent for each month that any amount of Rent rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodunpaid. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedfull. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, time provided Lessee gives written consent to such private easement. In the event that the private easement does not interfere with affects or is related to the access to playground or the building on the Leased Premises, visibilitythen Lessee's consent may be arbitrarily withheld in Lessee's sole and absolute discretion. If the private easement does not affect the playground or building on the Leased Premises, or operations of the business of then Lessee's consent may not be commercially unreasonably withheld. In such event that any part of the Leased Premises are so conveyed, Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent rent to be paid by Lessee. All proceeds from any conveyance of an a private easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rentrent" shall be defined as Rent Rental under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor 7.1 The Tenant acknowledges that this Lease has not been entered into in reliance wholly or Lessee partly upon any statement or representation made by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to on behalf of the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, Landlord save insofar as any such statement or nationally recognized overnight mail. (B) The terms, conditions and covenants contained representation is expressly set out in this Lease and any riders and plans attached hereto shall bind and inure or has been made in writing by the Landlord’s solicitors to the benefit Tenant before the date of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns.commencement of this Lease (C) This 7.2 All monies payable by the Tenant under this Lease not expressly reserved as Rent shall be governed by a charge on the Property and construed under recoverable as rent in arrear 7.3 In any situation in which any dispute or matter is subject to the laws determination of the State where Landlord’s Surveyor his determination shall be final and binding on the Leased Premises are situate.parties save in the case of proven error (D) 7.4 In the event that any provision of this Lease goods property or other items belonging to the Tenant shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of left on the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased Property after the expiration or termination of this Lease and without after the execution of a new lease and without Lessor's written permission, Lessee Tenant shall have ceased to occupy the Property such goods property or other items shall be deemed to have been abandoned by the Tenant and the Landlord shall be occupying said premises entitled as a tenant the agent of the Tenant (and the Landlord is hereby appointed to act in that behalf) to remove the same at the sole risk and cost of the Tenant and to dispose of or otherwise destroy the same at the Tenant’s expense and shall then hold the proceeds of any sale thereof after deducting the costs and expenses of removal storage and sale reasonably and properly incurred by it to the order of the Tenant after the deduction of any arrears of Rent interest or other sums payable under the Lease PROVIDED THAT the Tenant will indemnify the Landlord against any liability incurred by it to any third party whose property shall have been sold by the Landlord in the bona fide mistaken belief (which shall be presumed unless the contrary be proved) that such property belonged to the Tenant and was liable to be dealt with as such pursuant to this Clause 7.5 It is hereby agreed that the demand or acceptance of any Rent or other monies due from monththe Tenant to the Landlord under this Lease shall not be deemed to waive any pre-to-month, subject to all existing breach of covenant of the conditions, provisions, and obligations terms of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private Tenant and the Landlord shall retain its full rights of action against the Tenant notwithstanding any such demand or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.acceptance

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises Leased Premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises Leased Premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or a third non-monetary default in any given twelve month period shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such Lessor obtains Lessee's prior written consent, not to be unreasonably withheld or delayed. Such consent shall not be deemed to be unreasonably withheld in the event the proposed easement does not shall interfere with the access to the Leased PremisesLessee's access, visibility, or operations of the business of Lesseeoperations. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. In an effort to enhance Lessee's operations in the Leased Premises, Lessee may, from time to time, desire to allow a third party to encumber the Leased Premises with an easement, restrictive covenant or other title exception, or have an existing restriction or other title exception modified. Lessor covenants with Lessee that, upon written request by Lessee for Lessor's cooperation and/or action (e.g., execution of any such instrument) in connection with such matters, Lessor shall promptly accommodate such request, so long as such request is reasonable and will not unduly adversely affect Lessor's ability to lease, sell or finance the Leased Premises. In such event Lessee shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. (I) For the purpose of this Lease, the term "Rent" shall be defined as Base Rent and Percentage Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mailexpress courier. Notices to either party Lessor shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises premises are situatesituated. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article paragraph captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionlease, Lessee it shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent Rental shall be One Hundred Fifty percent (150%) increased 25% from the amount due on the last month prior to such expiration. (G) If any installment of Rent rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent Rental hereunder) shall not be paid within 10 days when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 250 per month for unpaid rent for each month that any amount of Rent rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodunpaid. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedfull. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, time provided Lessee gives written consent to such private easement. In the event that the private easement does not interfere with affects or is related to the access to playground or the building on the Leased Premises, visibilitythen Lessee's consent may be arbitrarily withheld in Lessee's sole and absolute discretion. If the private easement does not affect the playground or building on the Leased Premises, or operations of the business of then Lessee's consent may not be commercially unreasonably withheld. In such event that any part of the Leased Premises are so conveyed, Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent rent to be paid by Lessee. All proceeds from any conveyance of an a private easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rentrent" shall be defined as Rent Rental under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the Company’s obligations in respect of (Ai) All written notices the entire indebtedness of this Note or (ii) certain restrictive covenants with respect to this Note, in each case upon compliance with certain conditions set forth therein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be given conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to Lessor the Indenture and no provision of this Note or Lessee of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note, at the time, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note is registrable in the registry books of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed, or accompanied by certified mail a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or nationally recognized overnight mailby his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Notices The Notes of this series are issuable only in fully registered form without coupons in minimal initial purchase amounts of $1,000 and any amount in excess thereafter which is an integral multiple of $1,000. As provided in the Indenture and subject to either party certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series which are of like tenor for any authorized denomination, as requested by the Holder surrendering the same. No service charge shall be addressed made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the person and address given on the first page hereofcontrary. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease Note shall be governed by and construed under in accordance with the laws of the State where the Leased Premises are situate. (D) In the event that any provision of New York, without regard to its conflicts of laws provisions. All capitalized terms used in this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and Note which are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises defined herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right meanings assigned to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after them in the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedIndenture. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given 8.1 At the time the Lessee vacates the premises, Lessee agrees to have the carpets in the premises professionally cleaned at Lessee’s sole expense. Lessee agrees to provide Lessor or Lessee by certified mail or nationally recognized overnight maila receipt for the professional carpet cleaning within 3 days of vacating the premises. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of Lessee fails to comply with this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure periodparagraph, Lessor shall have the right carpets professionally cleaned and will seek reimbursement from the Lessee for the costs of the professional carpet cleaning through court action. 8.2 Any security devices or services provided by Lessor or others either directly to charge the leased premises or for the rental complex of which the leased premises are a part are provided strictly at option of Lessor and Lessor shall not be responsible for any losses to Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence which may result in any 12 month periodway due to a breakdown or a discontinuance of said system, or a failure to repair the same. Said late charge No contract for, or obligation to provide, a security service is created by this Lease. Any agreement to provide such service shall commence after such installment is due be made by Lessee with an independent contractor not affiliated with Lessor. Lessee hereby indemnifies and holds harmless Lessor from any claims, losses, liabilities, or non-monetary default goes uncured after the expiration demands arising out of or in any way pertaining to security services provided by others. 8.3 The consent or approval by Lessor to or of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full act by Lessee requiring Lessor's consent or such non-monetary default is cured. (H) Any part approval shall not be deemed to waive or render unnecessary Lessor's consent or approval to or of the Leased Premises may be conveyed by Lessor for private any subsequent or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid similar act by Lessee. All proceeds Nothing in the lease documents should be construed to relieve the Lessor from any conveyance liability for property damage or personal injury caused by negligent acts or omissions of an easement shall belong solely the Lessor, or to Lessorimpose liability on the Lessee for personal injury arising from causes clearly beyond the Lessee’s control, or for property damage caused by natural disasters or by persons other than the Lessee or the Lessee’s guests or invitees. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the person Administrative Agent, the Canadian Agent, the Co-Collateral Agents, the Issuing Banks and address given on the first page hereof. Lessor Lenders under the Credit Agreement, as amended hereby, and Lessee maythe other Loan Documents, from time including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure pay to the benefit of Lessor Lenders, the Administrative Agent and Lessee the Canadian Agent, as applicable, the Loans, reimbursement obligations and their respective successorsall other amounts due or to become due and payable to the Lenders, heirsthe Administrative Agent and the Canadian Agent, legal representativesas applicable, and assigns. (C) This Lease shall be governed by and construed under the laws Credit Agreement and the other Loan Documents, as amended hereby and it is the intent of the State where parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. Each of the Leased Premises Loan Parties hereby acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are situate. and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (Dsubject only to Permitted Liens) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and secure all of the remaining provisions Obligations on and after the date hereof. Except as expressly amended hereby, each of this Lease the Credit Agreement and the other Loan Documents shall continue in full force and effect pursuant effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the terms hereofCredit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document. (Eb) The Article captions are inserted only for convenience Without limiting the expense reimbursement requirements set forth in Section 3.4 of the Credit Agreement, the Borrowers agree to pay on demand all reasonable costs and referenceexpenses, including reasonable attorneys’ fees, of the Administrative Agent and are not intendedthe Canadian Agent, as applicable, incurred in any way, to define, limit, describe the scope, intent, and language of connection with this Lease or its provisionsAmendment. (Fc) In THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). (d) EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY XXXXX XXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the event Lessee remains right of any Agent or any Lender to bring proceedings against any Loan Party in possession of the premises herein leased after the expiration of any other court. Nothing in this Lease and without the execution of a new lease and without Lessor's written permission, Lessee Amendment shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations preclude enforcement by any Agent of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationany judgment or order obtained in any forum or jurisdiction. (Ge) If This Amendment may be executed in any installment number of Rent (whether lump sumcounterparts, monthly installments, or any other monetary amounts required by and all such counterparts shall together constitute but one instrument. In making proof of this Lease to be paid by Lessee and deemed to constitute Rent hereunder) Amendment it shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Delivery of a signature page hereto by electronic transmission shall constitute the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance delivery of an easement shall belong solely to Lessororiginal signature page hereof. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices This Lease may be executed in counterparts and shall be given to Lessor constitute the agreement of Landlord and Tenant whether or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page not their signatures appear in a single copy hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be construed as a sealed instrument and shall be governed exclusively by the provisions hereof and construed under by the laws of The Commonwealth of Massachusetts as the State where same may from time to time exist. The titles are for convenience only and shall not be considered a part of the Leased Premises Lease. Where the phrases “persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are situate. used, the persons included shall be all employees, agents, independent contractors and invitees of Tenant or of any Transferee of Tenant. The enumeration of specific examples of or inclusions in a general provision shall not be construed as a limitation of the general provision. If Tenant is granted any extension option, expansion option or other right or option, the exercise of such right or option (Dand notice thereof) In must be unconditional to be effective, time always being of the event essence to the exercise of such right or option; and if Tenant purports to condition the exercise of any option or to vary its terms in any manner, then the option granted shall be void and the purported exercise shall be ineffective. Unless otherwise stated herein, any consent or approval required hereunder may be given or withheld in the sole absolute discretion of the party whose consent or approval is required. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of partners or joint venturers or any relationship other than landlord and tenant. This Lease and all consents, notices, approvals and all other documents relating hereto may be reproduced by any party by photographic, microfilm, microfiche or other reproduction process and the originals thereof may be destroyed; and each party agrees that any provision of this Lease reproductions shall be held invalid admissible in evidence as the original itself in any judicial or unenforceable, no other provisions administrative proceeding (whether or not the original is in existence and whether or not reproduction was made in the regular course of this business) and that any further reproduction of such reproduction shall likewise be admissible in evidence. This Lease shall may be affected amended only by such holding, and a writing signed by all of the remaining provisions of this Lease shall continue parties hereto. Any reference in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) the time for the performance of obligations or elapsed time shall not be paid when duemean consecutive calendar days, months, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodyears as applicable. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.“

Miscellaneous Provisions. (A) All written notices notices, consents, approvals, or other instruments required or permitted to be given by either party pursuant to this Lease shall be in writing and given by (i) hand delivery, (ii) express overnight delivery service or (iii) certified or registered mail, return receipt requested, and shall be deemed to Lessor have been delivered upon (a) receipt, if hand delivered, (b) the next business day, if delivered by express overnight delivery service, or Lessee (c) the third business day following the day of deposit of such notice with the United State Postal Service, if sent by certified mail or nationally recognized overnight registered mail, return receipt requested. Notices to either party shall be addressed provided to the person parties and address given addresses (or facsimile numbers, as applicable) specified on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises Leased Premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionlease, Lessee it shall be deemed to be occupying said premises Leased Premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (increased 150%) % of the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when duedue and shall remain unpaid for five days after written notice to Lessee, or non-monetary default shall financial statements required to be delivered hereunder by Lessee remain uncured undelivered when due for five days after the expiration of any applicable cure periodwritten notice to Lessee, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month (or portion thereof) that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedfinancial statements remain undelivered. (H) Any part of the Leased Premises (excluding the Building) may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee, as determined by Lessee in its reasonable discretion, and provided Lessor has delivered to Lessee written notification, together with a description of the location and reason for such easement, at least 30 days prior to such conveyance. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. 13.1 This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 13.2 Any notice required under this Agreement will be in writing and addressed to the designated party at its address on the signature page. Notices sent in accordance with this Section will be deemed effectively given: (Aa) All written notices shall be given to Lessor or Lessee when received, if delivered by certified mail or hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail. Notices , (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. 13.3 All express representations, waivers, indemnifications, and limitations of liability in this Agreement will survive its completion and/or termination. 13.4 Any provision or part of the Agreement held to either party be void or unenforceable under any laws or regulations shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holdingdeemed stricken, and all remaining provisions shall continue to be valid and binding upon the Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that expresses the intention of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofstricken provision. (E) The Article captions are inserted only for convenience 13.5 No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and referencesigned by the party so waiving. Except as otherwise set forth in this Agreement, and are not intendedno failure to exercise, or delay in exercising, any wayrights, to defineremedy, limitpower, describe or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the scopeexercise of any other right, intentremedy, and language of this Lease power, or its provisionsprivilege. (F) In 13.6 To the event Lessee remains in possession fullest extent permitted by law, all causes of the premises herein leased after the expiration of action arising under this Lease and without the execution of a new lease and without Lessor's written permission, Lessee Agreement shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisionshave accrued, and obligations all statutory periods of this Lease insofar as limitation shall commence, no later than the same date of substantial completion, which is the point where the Project can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable utilized for the purposes for which it was leasedintended. 13.7 This Agreement, together with any other documents incorporated herein by reference, constitutes the entire agreement between Owner and Engineer and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. 13.8 With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer’s and Owner’s representatives with respect to the services to be done without adjustments performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party whom the individual represents. 13.9 This Agreement may be executed in Rent counterparts, each of which is deemed an original, but all of which together are deemed to be paid one and the same agreement. A signed copy of the Agreement delivered by Lessee. All proceeds from any conveyance facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an easement shall belong solely to Lessor. (I) For the purpose original signed copy of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by LesseeAgreement.

Miscellaneous Provisions. (Aa) All written notices Except as specifically amended herein, the Employment Agreement shall continue in effect for the balance of its term, and thereafter in accordance with its terms as hereby amended. The terms contained in this Agreement constitute the only amendments, changes and/or modifications to the Employment Agreement that the Company and the Executive have agreed to as of the date hereof. Other than for the terms of the Employment Agreement that are amended or changed by this Agreement, no other terms set forth in the Employment Agreement have been or shall be given amended, changed, modified, repealed, waived, extended or discharged unless agreed to Lessor or Lessee in writing by certified mail or nationally recognized overnight mailboth the Company and the Executive. Notices to either party shall be addressed This Agreement, together with the Employment Agreement as amended thereby, constitute the entire agreement of the parties hereto with respect to the person subject matters set forth in this Agreement and address given on the first page hereofEmployment Agreement. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The All terms, conditions and covenants contained provisions in the Employment Agreement that are not amended by this Lease and any riders and plans attached hereto Agreement shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue remain in full force and effect pursuant to the terms hereofeffect. (Eb) The Article captions are inserted only for convenience and reference, and are Capitalized terms used but not intended, otherwise defined herein shall have the meanings ascribed to them in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisionsEmployment Agreement. (Fc) In When this Agreement uses the event Lessee remains term “termination of employment” or otherwise uses the term “terminate” with reference to employment, the terms “termination” or “terminate” shall be construed to mean a separation from service or separate from service, as those terms are defined in possession the regulations under Internal Revenue Code Section 409A. (d) If the Executive is, on the date of termination of employment, a “specified employee”, as that term is used in regulations under Section 409A, no amount that is deferred compensation for purposes of Section 409A may be paid until the first (1st) day of the premises herein leased seventh (7th) month beginning after termination of the expiration Executive’s employment. The Company and the Executive each independently and separately believes all amounts payable under the terms of this Lease Agreement before such seventh (7th) month are not deferred compensation for purposes of Section 409A of the Code, and without the execution of a new lease and without Lessor's written permission, Lessee this paragraph 6(d) shall be deemed construed accordingly unless the Company’s and the Executive’s belief is demonstrated to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationincorrect. (Ge) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises This Agreement may be conveyed executed in one or more counterparts, including by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leasedfacsimile (fax) signature, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" which shall be defined as Rent under Article 4considered one and the same instrument, and any other monetary amounts required shall become a binding agreement when one or more counterparts have been signed by this Lease and delivered to be paid by Lesseeeach party.

Miscellaneous Provisions. (Aa) All written notices shall be given Maker, and each endorser and cosigner of this Note expressly grants to Lessor Holder the right to release or Lessee to agree not to xxx any other person, or to suspend the right to enforce this Note against such other person or to otherwise discharge such person; and Maker, and each endorser and cosigner agrees that the exercise of such rights by certified mail Holder will have no effect on the liability of any other person, primarily or nationally recognized overnight mailsecondarily liable hereunder. Notices to either party shall be addressed Maker, and each endorser and cosigner of this Note waives, to the person and address given on fullest extent permitted by law, demand for payment, presentment for payment, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, diligence in taking any action to collect sums owing hereunder, any duty or obligation of Holder to effect, protect, perfect, retain or enforce any security for the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other payment of this change in writing. Notices Note or to proceed against any collateral before otherwise enforcing this Note, and the right to plead as a defense to the payment hereof any statute of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight maillimitations. (Bb) The termsThis Note shall be paid when due without deduction or setoff of any kind or nature whatsoever. (c) Maker agrees to reimburse Holder for all costs, conditions including, without limitation, reasonable attorneys' fees, incurred to collect this Note if this Note is not paid when due, including, but not limited to, attorneys' fees incurred in connection with any bankruptcy proceedings instituted by or against Maker (including relief from stay litigation). (d) If any provision hereof is for any reason and covenants contained to any extent, invalid or unenforceable, then neither the remainder of the document in this Lease and any riders and plans attached hereto which such provision is contained, nor the application of the provision to other persons, entities or circumstances shall bind and inure be affected thereby, but instead shall be enforceable to the benefit maximum extent permitted by law. (e) This Note shall be a joint and several obligation of Lessor Maker, and Lessee of all endorsers and cosigners hereof and shall be binding upon them and their respective successors, heirs, legal personal representatives, successors and assigns. (Cf) This Lease shall Maker may modify this Note in any manner that does not materially and adversely affect Holder. Except as provided in the preceding sentence, this Note may not be governed modified or amended orally, but only by a modification or amendment in writing signed by Holder and construed under the laws of the State where the Leased Premises are situateMaker. (Dg) In Notwithstanding anything in the event that Option Exercise Agreement to the contrary, if any provision amount becomes due or payable from the Holder to the Maker under the Option Exercise Agreement (in connection with the Holder's repurchase of this Lease shall be held invalid shares or unenforceableotherwise), no other provisions the Holder may, in its sole discretion and in lieu of this Lease shall be affected by making such holdingpayment to the Maker, and all treat such amount as a payment of the remaining provisions of Maker against the interest and/or principal on this Lease shall continue in full force and effect pursuant to the terms hereofNote. (Eh) The Article captions are inserted only for convenience When the context and referenceconstruction so require, and are not intended, all words used in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises singular herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises have been used in the plural and the masculine shall include the feminine and neuter and vice versa. The word "person" as a tenant from month-to-monthused herein shall include any individual, subject to all the conditionscompany, provisionsfirm, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sumassociation, monthly installmentspartnership, corporation, trust or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration legal entity of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedkind whatsoever. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee mayAS A MATERIAL INDUCEMENT TO BANK TO ENTER INTO THIS AGREEMENT, from time to timeSELLER HEREBY DECLARES THAT, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regularAS OF THE EFFECTIVE DATE, special deliveryIT HAS NO CLAIMS, or nationally recognized overnight mailSET-OFFS, COUNTERCLAIMS, DEFENSES OR OTHER CAUSES OF ACTION AGAINST BANK ARISING OUT OF ANY OF THE WAREHOUSE DOCUMENTS OR ANY OTHER DOCUMENT MENTIONED HEREIN OR OTHERWISE; AND, TO THE EXTENT ANY SUCH CLAIMS, SETOFFS, COUNTERCLAIMS, DEFENSES OR OTHER CAUSES OF ACTION MAY EXIST, WHETHER KNOWN OR UNKNOWN, SUCH ITEMS ARE HEREBY WAIVED BY SELLER. (Bb) Effective as of the Effective Date, the Warehouse Agreement and the other Warehouse Documents are hereby supplemented, modified and amended as provided herein. The termsprovisions of this Agreement supersede, conditions modify and covenants contained amend any and all inconsistent or conflicting provisions in this Lease the Warehouse Agreement and the other Warehouse Documents (including any riders and plans attached hereto shall bind all written change in terms agreements executed by Seller and inure Bank prior to the benefit Effective Date). Except as hereby supplemented, modified or amended, the Warehouse Agreement and the other Warehouse Documents are in full force and effect as of Lessor the Effective Date. The Warehouse Agreement and Lessee the other Warehouse Documents, as hereby supplemented, modified or amended, are ratified and their respective successors, heirs, legal representatives, and assignsconfirmed by Seller as of the Effective Date. (Cc) Except as may be expressly set forth in this Agreement, nothing contained herein shall affect, impair or release the liability of any Person who may now or hereafter be liable to Bank under the Warehouse Documents. (d) This Lease Agreement shall be governed by and construed under the laws of the State where the Leased Premises are situatein accordance with Texas law and applicable federal law. (De) In Seller represents and warrants that it has the event that any provision of power and authority required to enter into and perform its obligations under this Lease shall Agreement and to make the agreements set forth herein. This Agreement may not be held invalid modified, amended or unenforceable, no other discharged except by written amendment executed by Seller and Bank. The terms and provisions of this Lease Agreement shall be affected by such holding, binding upon any successors and all assigns of the remaining provisions of this Lease shall continue in full force and effect Seller permitted pursuant to the terms hereofof the Warehouse Agreement and shall benefit the successors and assigns of Bank. (Ef) The Article captions are inserted only for convenience and referenceThis Agreement may be executed in multiple counterparts, and are not intendedeach to constitute a separate agreement, in any waybut all, taken together, to define, limit, describe constitute one and the scope, intent, and language of this Lease or its provisionssame agreement. (Fg) In the event Lessee remains The liability of all Persons obligated to Bank in possession of the premises herein leased after the expiration of any manner under this Lease and without the execution of a new lease and without Lessor's written permission, Lessee Agreement shall be deemed joint and several. If more than one Person shall execute this Agreement as "Seller", then the term "Seller" as used herein shall refer both to be occupying said premises as a tenant from month-to-month, subject each such Person individually and to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationPersons collectively. (Gh) If This Agreement may be signed electronically or digitally in the manner specified by Bank. Each of the undersigned consents to the use of electronic and/or digital signatures by any installment or all of Rent (whether lump sumthe undersigned in such manner specified by Bank. The undersigned agree not to deny the legal effect or enforceability of this Agreement solely because this Agreement was signed using electronic or digital signatures. Further, monthly installments, the undersigned agree not to object to the admissibility of this Agreement if it bears an electronic or digital signature on the grounds that any signature is not in its original form or on the grounds that this Agreement does not comply with Chapter 26 of the Texas Business and Commerce Code or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedsimilar law. (Hi) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any timeTHIS WRITTEN AGREEMENT AND THE OTHER WAREHOUSE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, provided such easement does not interfere with the access to the Leased PremisesCONTEMPORANEOUS, visibility, or operations of the business of LesseeOR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to LessorTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed Notwithstanding anything herein contained to the person and address given on contrary, the first page hereof. Lessor and Lessee may, from time to following provisions shall apply: (a) FLIC may terminate Executive’s employment at any time, change these addresses but any termination by notifying each the Board other of than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this change in writingAgreement. Notices of overdue Rent may be sent Executive shall have no right to Lessee by regular, special delivery, receive compensation or nationally recognized overnight mailother benefits for any period after Executive’s termination for Cause. (Bb) The terms, conditions and covenants Notwithstanding anything herein contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit contrary, any payments to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of Lessor and Lessee and their respective successorsthe Federal Deposit Insurance Act, heirs, legal representatives12 U.S.C. Section 1828(k), and assignsthe regulations promulgated thereunder in 12 C.F.R. Part 359. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (Dc) In the event that any provision FLIC provides written notice of non-renewal of the Agreement to the Executive in accordance with Section 1 hereof, and Executive’s employment is terminated subsequent to the expiration of the Employment Period, the provisions and obligations of the parties under this Agreement shall have expired and be of no force and effect, and therefore FLIC shall have no obligations to make payments to Executive under Section 4 of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofAgreement. (Ed) The Article captions are inserted only for convenience parties intend that this Agreement and referenceany payments and benefits payable hereunder shall either comply with, or be exempt from, the requirements of Code Section 409A, and are not intendedthis Agreement shall be maintained, in any way, to define, limit, describe the scope, intentadministered, and language of interpreted consistent with that intention. Notwithstanding any provision herein to the contrary, FLIC makes no representations concerning Executive’s tax consequences under this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installmentsAgreement under Code Section 409A, or any other monetary amounts required by federal, state, or local tax law. Executive’s tax consequences will depend, in part, upon the application of relevant tax law, including Code Section 409A, to the relevant facts and circumstances. Notwithstanding anything else in this Lease Agreement to be paid by Lessee and deemed to constitute Rent hereunder) the contrary (with the exception of Section 4(c)), Executive’s employment shall not be paid when duedeemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, or non-monetary default a “Separation from Service” shall remain uncured have occurred if FLIC and Executive reasonably anticipate that either no further services will be performed by Executive after the expiration date of any applicable cure periodtermination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, Lessor the definition of Separation from Service shall have the right be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). Each payment under this Agreement is intended to charge Lessee be a late charge “separate payment” and not of $250.00 per month a series of payments for each month that any amount purposes of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured.Code Section 409A. (He) Any part Notwithstanding the foregoing, if Executive is a “specified employee” (i.e., a “key employee” of a publicly traded company within the meaning of Section 409A of the Leased Premises may be conveyed by Lessor for private Code and the final regulations issued thereunder) and any payment under this Agreement is triggered due to Executive’s Separation from Service (other than due to disability or public non-exclusive easement purposes at any timedeath), provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises then solely to the extent necessary to render it reasonably suitable for avoid penalties under Section 409A of the purposes for Code, no payment shall be made during the first six (6) months following Executive’s Separation from Service. Rather, any payment which it was leased, all to be done without adjustments in Rent to would otherwise be paid by Lesseeto Executive during such period shall be accumulated and paid to Executive in a lump sum on the first day of the seventh month following such Separation from Service. All proceeds from any conveyance of an easement subsequent payments shall belong solely to Lessorbe paid in the manner specified in this Agreement. (If) For Notwithstanding anything in this Agreement to the purpose contrary, Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) about a possible securities law violation without approval of FLIC. Executive further understands that this LeaseAgreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to FLIC related to the term "Rent" possible securities law violation. This Agreement does not limit Executive’s right to receive any resulting monetary award for information provided to any Government Agency. (g) In the event of Executive’s death, his beneficiary shall be defined as Rent under Article 4his surviving spouse. Alternatively, and any Executive may designate other monetary amounts required by this Lease beneficiaries. If Executive’s spouse does not survive him, or if no beneficiary designation is in effect at the time of Executive’s death, then payments due thereafter shall be made to be paid by Lesseethe Executive’s estate.

Miscellaneous Provisions. Mortgagor agrees to the following: (Ai) All written notices remedies available to Mortgagee with respect to this Mortgage or available at law or in equity shall be given to Lessor cumulative and may be pursued concurrently or Lessee successively. No delay by certified mail Mortgagee in exercising any remedy shall operate as a waiver of that remedy or nationally recognized overnight mailof any Default. Notices to either party Any payment by Mortgagee or acceptance by Mortgagee of any partial payment shall not constitute a waiver by Mortgagee of any Default; (ii) The provisions hereof shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind binding upon and inure to the benefit of Lessor and Lessee and their respective successorsMortgagor, its heirs, legal personal representatives, successors and assigns. (C) This Lease assigns including, without limitation, subsequent owners of the Property or any part thereof, and shall be governed by binding upon and construed under inure to the laws benefit of Mortgagee, its successors and assigns and any future holder of the State where the Leased Premises are situate. Obligations, subject, however; (Diii) In the event that any provision of this Lease Any notices, demands or requests shall be held invalid sufficiently given Mortgagor if in writing and mailed or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant delivered to the terms hereof. (E) The Article captions are inserted only for convenience address of Mortgagor shown above or to another address as provided herein and referenceto Mortgagee if in writing and mailed or delivered to Mortgagee’s office address shown above, or such other address as Mortgagee may specify from time to time and are not intended, in if either party hereto changes its address at any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month time prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have date the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges Obligations are paid in full full, that party shall promptly give written notice of such change of address by registered or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any timecertified mail, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leasedreturn receipt requested, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.charges prepaid; and

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either Impossibility Neither party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other in default of this change in writingCharter, if the performance of any or all of this Charter is prevented, delayed, hindered or otherwise made impracticable or impossible by reason of any strike, flood, hurricane, riot, fire, explosion, war, act of God, sabotage or any other casualty or cause beyond either party’s control, and which cannot be overcome by reasonable diligence and without unusual expense. Notices of overdue Rent Drug Free Workplace: The School shall be a drug-free workplace, as provided by State and Federal law. Entire Agreement This Charter shall constitute the full, entire, and complete agreement between the parties hereto. All prior representations, understandings and agreements whether written or oral are superseded and replaced by this Charter. This Charter may be sent to Lessee by regularaltered, special deliverychanged, added to, deleted from or nationally recognized overnight mail. (B) The termsmodified only through the voluntary, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws mutual written consent of the State where parties. Any amendment to this Charter shall require approval of the Leased Premises are situate. (D) In Sponsor and the event that Governing Board. No Assignment without Consent This Charter shall not be assigned by either party without mutual written consent. No Waiver No waiver of any provision of this Lease Charter shall be held invalid deemed or unenforceable, no shall constitute a waiver of any other provision unless expressly stated. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the provisions of this Lease Charter shall not be affected by such holdingconstrued as a waiver or relinquishment of said term or provision, and all of the remaining provisions of this Lease same shall continue in full force and effect pursuant effect. No waiver or relinquishment to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language provision of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee Charter shall be deemed to be occupying said premises as a tenant have been made by either party unless in writing and signed by the parties. Default Including Opportunity to Cure In the event that the School should default under any provision hereto, absent any circumstance permitting immediate termination, the School shall have thirty (30) days from month-to-monthwritten notice of default to cure, subject unless otherwise agreed to all by the conditions, provisions, parties in writing. Survival Including Post Termination of Charter: All representations and obligations warranties made herein shall survive termination of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) Charter. Severability: If any installment provision or any part of Rent (whether lump sumthis Charter is determined to be unlawful, monthly installmentsvoid, or invalid, that determination shall not affect any other monetary amounts required by provision or any part of any other provision of this Lease to be paid by Lessee Charter and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default all such provisions shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedforce and effect. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) A. All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) B. The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) C. This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situatesituated. (D) D. In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) E. The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) F. In the event Lessee remains in possession of the premises herein leased Leased Premises after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises the Premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) G. If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when within seven (7) business days after notice from Landlord that such payment is past due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month 500 for each month that any amount of Rent installment that remains unpaid or non-monetary default shall go uncured after the first second such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. H. All proceeds from any conveyance of an a permanent easement shall belong solely to Lessor. (I) I. For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee. J. Lessee agrees to cooperate with Lessor to allow Lessor to obtain and use at Lessor's expense promotional photographs of the Leased Premises.

Miscellaneous Provisions. (A) A. All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor Xxxxxx and Lessee Xxxxxx may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) B. The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor Xxxxxx and Lessee Xxxxxx and their respective successors, heirs, legal representatives, and assigns. (C) C. This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situatesituated. (D) D. In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof.. Xxxxx Xxxxxxxxx Xxxxx Xxxxxx /s/ XX Xxxxxx /s/ RPJ 5/28/99 (E) E. The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) F. In the event Lessee remains in possession of the premises herein leased Leased Premises after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises the Premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) G. If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee Xxxxxx and deemed to constitute Rent hereunder) shall not be paid when within seven (7) business days after notice from Landlord that such payment is past due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month 500 for each month that any amount of Rent installment that remains unpaid or non-monetary default shall go uncured after the first second such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. H. All proceeds from any conveyance of an a permanent easement shall belong solely to Lessor. (I) I. For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by LesseeXxxxxx. X. Xxxxxx agrees to cooperate with Lessor to allow Xxxxxx to obtain and use at Xxxxxx's expense promotional photographs of the Leased Premises.

Miscellaneous Provisions. (A) All This Amendable Letter shall bind the parties and extend to their respective representatives, successors and assigns provided that the Owner shall not assign this Amendable Letter without the written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to consent of the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent Town which may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailwithheld for any reason. (B) The terms, conditions No amendment or modification of this Amendable Letter shall be valid unless expressed in writing and covenants contained executed by the parties in the same manner as the execution of this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsoriginal Amendable Letter. (C) A waiver by any party to this Amendable Letter of the breach of any term or provision of this Amendable Letter shall not operate or be construed as a waiver of any subsequent breach by either party. (D) This Lease Amendable Letter shall be governed by and construed under interpreted according to the laws law of the State where of Colorado. Venue for any action arising under this Amendable Letter shall be in the Leased Premises are situate. (D) In appropriate court for Boulder County, Colorado; provided that, at the discretion and election of the Town, the Town may seek venue for any such action in the appropriate court for either Boulder County, Colorado, or the City and County of Denver, Colorado, and, in the event that of such election by the Town, the Owner hereby waives any provision of this Lease objection to venue, consents and shall be held invalid or unenforceablenot object to venue, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofeither court. (E) The Article captions Nothing contained in this Amendable Letter is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party. Absolutely no third-party beneficiaries are inserted only for convenience intended by this Amendable Letter. Any third-party receiving a benefit from this Amendable Letter is an incidental and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisionsunintended beneficiary only. (F) In The parties understand and agree that the event Lessee remains in possession of the premises herein leased after the expiration Town is relying on and does not waive or intend to waive by any provisions of this Lease and without Amendable Letter, the execution of a new lease and without Lessor's written permissionmonetary limitations provided by the Colorado Government Immunity Act, Lessee shall C.R.S. § 00-00-000, as from time to time amended, or any other immunity that may be deemed otherwise available to be occupying said premises as a tenant from month-to-monthTown, subject to all the conditionsits officers, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationagents or employees. (G) If This Amendable Letter shall not be deemed or construed to create any installment partnership, joint venture, employer/employee or other relationship by and between the Town and the Owner or the Owner's representatives. The Town shall not be obligated to secure and shall not provide any insurance coverage or employment, medical, dental, retirement benefits of Rent (whether lump sumany kind or type to or for the Owner or any Owner employee, monthly installmentsagent, or representative, including but not limited to workers' compensation, health, medical, dental, personal injury, personal property, disability, or errors and omissions insurance, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedretirement fund contributions. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) 5.1. All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when delivered personally to the party to receive the same, when transmitted by electronic means, or when mailed first class postage prepared, by certified mail, return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 5.1. All notices shall be deemed to have been given as of the date of personal delivery, transmittal or mailing thereof. If to Lessor Executive: If to the Company: Yucheng Technologies Limited 5.2. In the event of any claims, litigation or Lessee other proceedings arising under this Agreement (including, among others, arbitration under Section 3.4), which are determined to be non-appealable final decisions, the losing party will pay the expenses, including reasonable attorneys’ fees and expenses of the other party within thirty (30) days after delivery to the other of statements for the costs incurred. 5.3. The Company, to the fullest extent permitted by certified mail law, shall indemnify Executive for any liability, damages, losses, costs and expenses arising out of alleged or nationally recognized overnight mailactual claims (collectively, “Claims”) made against Executive by third parties for any actions or omissions as an officer and/or director of the Company or its subsidiaries. Notices To the extent that the Company obtains director and officers insurance coverage for any period in which Executive was an officer, director or consultant to either party the Company, Executive shall be addressed a named insured and shall be entitled to coverage thereunder. 5.4. The provision of Article 4, Sections 5.2 and 5.3 and any provisions relating to payments owed to Executive after termination of employment shall survive termination of this Agreement for any reason. 5.5. This Agreement sets forth the entire agreement of the parties relating to the person employment of Executive and address given on is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or changed except by a writing by the first page hereofparty against whom such waiver or change is sought to be enforced. Lessor and Lessee may, from The failure of any party to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to time, change these addresses by notifying each other enforce such provision. 5.6. All questions with respect to the construction of this change Agreement, and the rights and obligations of the parties hereunder, shall be determined in writing. Notices accordance with the law of overdue Rent may the People’s Republic of China applicable to agreements made and to be sent to Lessee by regular, special delivery, or nationally recognized overnight mailperformed entirely in the PRC. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto 5.7. This Agreement shall bind and inure to the benefit of Lessor and Lessee be binding upon the successors and their respective successorsassigns of the Company. This Agreement shall not be assignable by Executive, heirs, but shall inure to the benefit of and be binding upon Executive’s heirs and legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that 5.8. Should any provision of this Lease shall be held invalid or Agreement become legally unenforceable, no other provisions provision of this Lease Agreement shall be affected by such holdingaffected, and all of the remaining provisions of this Lease Agreement shall continue in full force and effect pursuant to as if the terms hereofAgreement had been executed absent the unenforceable provision. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situateof Texas. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionlease, Lessee it shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) increased 200% from the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for unpaid Rent for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodunpaid. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedfull. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to a. If any of the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other provisions of this change in writing. Notices of overdue Rent may Agreement are held to be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions will nevertheless continue to be valid and enforceable. However, if it is determined that the Release of Claims in this Agreement is unenforceable or void for any reason or in any part, Employee shall re-pay to Employer all compensation and benefits paid to Employee as part of this Lease shall continue in full force and effect pursuant to the terms hereofAgreement. (E) The Article captions are inserted only for convenience b. This Agreement sets forth the entire understanding between the parties in connection with its subject matter and reference, and are not intended, in any way, to define, limit, describe supersedes all prior written or oral agreements or understandings concerning the scope, intent, and language subject matter of this Lease Agreement. Employee acknowledges that in signing this Agreement, Employee has not relied upon any representation or statement made by Employer or any of its provisions. (F) In the event Lessee remains representatives that is not set forth in possession this Agreement.[Name of the premises herein leased after the expiration of this Lease Employee] understands and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except agrees that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease payments and benefits to be paid by Lessee in consideration for this Acknowledgment and deemed Release of Claims are intended to constitute Rent hereundercomply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Acknowledgment and Release of Claims shall not be paid when due, or non-monetary default interpreted to be in compliance therewith. In no event whatsoever shall remain uncured after the expiration of Company be liable for any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installmenttax, interest or penalties that may be imposed on Employee by Code Section 409A or any damages for any failure by Employee to comply with Section 409A or the above-referenced paragraph. [Name of Employee] acknowledges that he/she has been advised to obtain independent legal, tax or other counsel in connection with Code Section 409A. c. [Name of Employee] HAS CAREFULLY READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS ACKNOWLEDGMENT AND RELEASE OF CLAIMS, including the fact that Employee has agreed to release and all accrued late charges are paid forever discharge the Releasees from any Claims arising out of Employee’s employment relationship with Employer, including specifically but not limited to Claims arising under the Age Discrimination in full or such non-monetary default is curedEmployment Act of 1967, the terms and conditions of that employment relationship, and the termination of that employment relationship. d. EMPLOYEE UNDERSTANDS THAT HE/SHE HAS THE RIGHT TO, AND THAT HE/SHE SHOULD, CONSULT AN ATTORNEY BEFORE SIGNING THIS ACKNOWLEDGMENT AND RELEASE OF CLAIMS. e. EMPLOYEE UNDERSTANDS THAT HE/SHE HAS 45 DAYS FROM THE DATE OF RECEIVING THIS ACKNOWLEDGMENT AND RELEASE OF CLAIMS TO CONSIDER IT AND TO CONSULT AN ATTORNEY. HE/SHE ALSO UNDERSTANDS THAT IF HE/SHE SIGNS THIS DOCUMENT, HE/SHE HAS 7 DAYS TO REVOKE THE AGREEMENT. ANY NOTICE OF REVOCATION SHALL BE IN WRITING AND DELIVERED BY HAND OR MAIL WITHIN SEVEN (H7) Any DAYS TO [NAME AND ADDRESS OF COMPANY OFFICIAL TO WHOM REVOCATION SHOULD BE DELIVERED]. HE/SHE FURTHER UNDERSTANDS THAT PAYMENTS TO WHICH HE/SHE MAY BECOME ENTITLED BY SIGNING THIS DOCUMENT WILL NOT BE PAID UNTIL AFTER THE 7 DAYS DURING WHICH HE/SHE MAY REVOKE THIS AGREEMENT, OR AFTER HIS/HER OFF-PAYROLL DATE, WHICHEVER IS LATER, BUT IN NO EVENT LATER THAN 60 DAYS FOLLOWING THE END OF THE 7-DAY REVOCATION PERIOD. f. EMPLOYEE IS SIGNING THIS ACKNOWLEDGMENT AND RELEASE OF CLAIMS VOLUNTARILY. By By The following Sideletters have been agreed to by the parties and are part of the Leased Premises may be conveyed by Lessor this Agreement. The Sideletters are numbered for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessoridentification only. SIDELETTER 1 (ICopies of Union Security Provision) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, (Discharge and any other monetary amounts required by this Lease to be paid by Lessee.Layoff)

Miscellaneous Provisions. (Aa) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed Landlord and Tenant each represents and warrants to the person other that neither of them has employed or dealt with any broker, agent or finder in connection with this Lease. Tenant and address given on Landlord shall each indemnify and hold harmless the first page hereofother from and against any claim or claims for any broker’s fee or commission asserted by any broker, agent or finder employed by Tenant. Lessor and Lessee may, from time to time, change these addresses by notifying each other The provisions of this change in writing. Notices Section 22(a) shall survive the expiration or other termination of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailthis Lease. (Bb) The terms, covenants and conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor Landlord and Lessee and Tenant and, except as otherwise expressly provided herein, their respective successorspersonal representatives and successors and assigns; provided, heirshowever, legal representativesthat upon the sale, assignment or transfer by Landlord (or by any subsequent Landlord) of its interest in the Building or Property as owner or lessee, including, without limitation, any transfer upon or in lieu of foreclosure or by operation of law, Landlord (or subsequent Landlord) shall be relieved from all subsequent obligations or liabilities under this Lease, and assignsall obligations subsequent to such sale, assignment or transfer (but not any obligations or liabilities that have accrued prior to the date of such sale, assignment or transfer) shall be binding upon the grantee, assignee or other transferee of such interest. Any such grantee, assignee or transferee, by accepting such interest, shall be deemed to have assumed such subsequent obligations and liabilities. (Cc) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that If any provision of this Lease shall or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall remain in effect and shall be enforceable to the full extent permitted by law. (d) The terms of this Lease are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Lease and may not be contradicted by evidence of any prior or contemporaneous agreement, arrangement, understanding or negotiation (whether oral or written). The parties further intend that this Lease constitutes the complete and exclusive statement of its terms, and no other extrinsic evidence whatsoever may be introduced in any judicial proceeding involving this Lease. The language in all parts of this Lease shall in all cases be construed as a whole and in accordance with its fair meaning and not construed for or against any party by reason of such party having drafted such language. (e) Upon Tenant paying the Rent and performing all of Tenant’s obligations under this Lease, Tenant may peacefully and quietly enjoy the Premises during the Term as against all persons or entities claiming by, through or under Landlord subject, however, to the provisions of this Lease shall and to the priority of any mortgages or deeds of trust or ground or underlying leases referred to in Section 16. (f) All of Tenant’s and Landlord’s covenants and obligations contained in this Lease which by their nature might not be affected by such holding, and all fully performed or capable of performance before the remaining provisions expiration or earlier termination of this Lease shall continue survive such expiration or earlier termination. No provision of this Lease providing for termination in full force certain events shall be construed as a limitation or restriction of Landlord’s or Tenant’s rights and effect pursuant to remedies at law or in equity available upon a breach by the terms hereofother party of this Lease. (Eg) The Article captions are inserted only for convenience and referenceLaws of the State of Florida shall govern the validity, performance, and are not intended, in any way, to define, limit, describe the scope, intent, and language enforcement of this Lease or its provisionsLease. Tenant consents to personal jurisdiction and venue in the state and judicial district in which the Building is located. The courts of the state where the Building is located will have exclusive jurisdiction and Tenant hereby agrees to such exclusive jurisdiction. (Fh) In the event Lessee remains This Lease may only be amended, modified or supplemented by an agreement in possession of the premises herein leased after the expiration of this Lease writing duly executed by both Landlord and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationTenant. (Gi) If any installment of Rent (whether lump sumDELIVERY OF THE LEASE TO EITHER PARTY SHALL NOT BIND ANY PARTY IN ANY MANNER, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedAND NO LEASE OR OBLIGATIONS OF LANDLORD OR TENANT SHALL ARISE UNTIL THIS INSTRUMENT IS SIGNED BY BOTH LANDLORD AND TENANT AND DELIVERY IS MADE TO EACH PARTY. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices shall be given The words "re-enter", or "re-entry", as used in this Lease, are not restricted to Lessor or Lessee by certified mail or nationally recognized overnight mailtheir technical legal meaning. Notices to either party shall be addressed to The term "Landlord", as used in this Lease, means only the person and address given on the first page hereof. Lessor and Lessee may, Landlord from time to time, change these addresses by notifying each other of this change and upon conveying or transferring its interest in writingcompliance with Section 27. Notices of overdue Rent may Landlord shall be sent relieved from any further obligation or liability pursuant to Lessee by regular, special delivery, or nationally recognized overnight mailSection 27. (Bb) Time is of the essence of this Lease and of each and all of its provisions. (c) Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a lease or otherwise until execution by both Landlord and Tenant. (d) The terms, conditions and covenants contained invalidity or unenforceability of any provision in this Lease and shall not affect or impair any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsother provisions. (Ce) This Lease shall be governed by and construed under pursuant to the laws of the State where the Leased Premises are situateof Colorado. (Df) In Should any mortgagee or beneficiary under a deed of trust require a modification of this Lease, which modification will not bring about any increased cost or expense to Tenant or will not in any other way substantially change the event rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified. (g) All rights and remedies of Landlord under this Lease, or those which may be provided by law, may be exercised by Landlord in its own name individually, or in its name by its agent, and all legal proceedings for the enforcement of any rights or remedies, including distress for rent, unlawful detainer, and any other legal or equitable proceedings, may be commenced and prosecuted to final judgment and be executed by Landlord in its own name individually or in its name by its agent. Landlord and Tenant each represent to the other that each has full power and authority to execute this Lease and to make and perform the agreements herein contained, and Tenant expressly stipulates that any provision of this Lease shall be held invalid rights or unenforceableremedies available to Landlord, no other either by the provisions of this Lease or otherwise, may be enforced by Landlord in its own name individually or in its name by its agent or principal. (h) The marginal headings and titles to the paragraphs of this Lease are not a part of this Lease and shall be affected by such holdinghave no effect upon the construction or interpretation of any part hereof. (i) Tenant acknowledges that there are no covenants, representations, warranties, agreements, or conditions, expressed or implied, collateral or otherwise, forming part of or in any way effecting or relating to this Lease except as expressly set out in this Lease and the attachments and exhibits to this Lease, and all of that the remaining terms and provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall may not be paid when due, modified or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period amended except by written instrument by both Landlord and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedTenant. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the Company's obligations in respect of (Ai) All written notices the entire indebtedness of this Note or (ii) certain restrictive covenants with respect to this Note, in each case upon compliance with certain conditions set forth therein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be given conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to Lessor the Indenture and no provision of this Note or Lessee of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note, at the time, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note is registrable in the registry books of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the purpose in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed, or accompanied by certified mail a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder hereof or nationally recognized overnight mailby his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Notices The Notes of this series are issuable only in fully registered form without coupons in minimal initial purchase amounts of $1,000 and any amount in excess thereafter which is an integral multiple of $1,000. As provided in the Indenture and subject to either party certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be addressed made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the person and address given on the first page hereofcontrary. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease Note shall be governed by and construed under in accordance with the laws of the State where of New York. All capitalized terms used in this Note which are defined in the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor Indenture shall have the right meanings assigned to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after them in the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedIndenture. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to 38.01 Whenever the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained singular number is used in this Lease and when required by the context, the same will include the plural, and the masculine gender will include the feminine and neuter genders, and the word "person" will include corporation, firm, partnership, or association. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease will be joint and several. 38.02 The headings or titles to paragraphs of this Lease are not a part of this Lease and will have no effect upon the construction or interpretation of any riders part of this Lease. 38.03 This instrument contains all of the agreements and plans attached hereto shall conditions made between the parties to this Lease. Tenant acknowledges that neither Landlord nor Landlord's agents have made any representation or warranty as to the suitability of the Premises to the conduct of Tenant's business. Any agreements, warranties or representations not expressly contained herein will in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for damages by reason of any statement, representation, warranty, promise or agreement, if any, not contained in this Lease. 38.04 Time is of the essence of each term and provision of this Lease. 38.05 Except as otherwise expressly stated, each payment required to be made by Tenant is in addition to and not in substitution for other payments to be made by Tenant. 38.06 Subject to Article 18, the terms and provisions of this Lease are binding upon and inure to the benefit of Lessor and Lessee and their respective successors, the heirs, legal representativesexecutors, administrators, successors and assignsassigns of Landlord and Tenant. (C) This Lease shall 38.07 All covenants and agreements to be governed performed by and construed Tenant under the laws any of the State where the Leased Premises are situate. (D) In the event that any provision terms of this Lease shall will be held invalid performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. 38.08 In consideration of Landlord's covenants and agreements hereunder, Tenant hereby covenants and agrees not to disclose any terms, covenants or unenforceable, no other provisions conditions of this Lease shall be affected by such holding, and all to any other party without the prior written consent of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofLandlord. (E) The Article captions are inserted only 38.09 Tenant agrees it will provide to Landlord such financial information as Landlord may reasonably request for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language purpose of this Lease or its provisionsobtaining construction and/or permanent financing for the Premises. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease 38.10 If Tenant shall request Landlord's consent and without the execution of a new lease and without Lessor's written permissionLandlord shall fail or refuse to give such consent, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) Tenant shall not be paid when dueentitled to any damages for any withholding by Landlord of its consent; Tenant's sole remedy shall be an action for specific performance or injunction, and such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. 38.11 Whenever a day is appointed herein on which, or non-monetary default a period of time is appointed in which, either party is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall remain uncured after be extended by a period of time equal to the expiration number of days on or during which such party is prevented from, or is reasonably interfered with, the doing or completion of such act, matter or thing because of labor disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or other casualty, inability to obtain materials, or to obtain fuel or energy, weather or other acts of God, or other causes beyond such party's reasonable control (financial inability excepted); provided, however, that nothing contained herein shall excuse Tenant from the prompt payment of any applicable cure period, Lessor shall have the right to Rent or charge Lessee a late charge required of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedTenant hereunder. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to 27.01 Whenever the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other context of this change in writingLease requires, the word “person” shall include any entity, and the singular shall include the plural and the plural shall include the singular. Notices If more than one person or entity is Lessee, the obligations of overdue Rent may each such person or entity under this Lease will be sent to Lessee by regularjoint and several. Without diminishing the provisions of Paragraph 17, special delivery, or nationally recognized overnight mail. (B) The the terms, conditions and covenants contained in provisions of this Lease will apply to and bind the heirs, successors, executors, administrators and assigns of Lessor and Lessee. 27.02 The captions and headings of this Lease are used for the purpose of convenience only and shall not be construed to interpret, limit or extend the meaning of any riders part of this Lease. This Lease contains all of the agreements and plans attached hereto shall bind and inure to the benefit of conditions made between Lessor and Lessee and their respective successorsmay not be modified in any manner other than by a written agreement signed by both Lessor and Lessee. Any statements, heirspromises, legal representativesagreements, warranties or representations, whether oral or written, not expressly contained herein will in no way bind Lessor and assigns. (C) This Lease shall be governed Lessee expressly waives all claims for damages by and construed under the laws reason of the State where the Leased Premises are situate. (D) In the event that any statements, promises, agreements, warranties or representations, if any, not contained in this Lease. No provision of this Lease shall be held invalid deemed to have been waived by Lessor unless such waiver is in writing signed by a regional vice president or unenforceablehigher of Lessor or of Lessor’s management company, and no custom or practice which may develop between the parties during the Lease Term shall waive or diminish the Lessor’s right to enforce strict performance by Lessee of any terms of the Lease. No waiver by Lessor of a Default by Lessee of any term, covenant or condition of this Lease will be deemed a waiver of any other provisions term, covenant or condition of this Lease, or of any subsequent Default by Lessee of the same or any other term, covenant or condition of this Lease. No delay or omission by Lessor to seek a remedy for any Lessee Default of this Lease shall be affected deemed a waiver by Lessor of its remedies or rights with respect to such holdingDefault. Additionally, regardless of Lessor’s knowledge of a Default at the time of such acceptance, the acceptance of rent or any other payment by Lessor will not constitute a waiver by Lessor of any Default by Lessee. The duties and warranties of Lessor are limited to those expressly stated in this Lease and do not and shall not include any implied duties or implied warranties, now or in the future. No representations or warranties have been made by Lessor other than those contained in this Lease. This Lease is governed and construed in accordance with the laws of the state in which the Premises are located, and all venue of any legal action will be in the county where the Premises are located. 27.03 Time is of the remaining provisions essence for the performance of each term, condition and covenant of this Lease. 27.04 This Lease has been fully reviewed by both parties and shall not be strictly or adversely construed against the drafter. If any provision contained herein is determined to be invalid, illegal or unenforceable in any respect, then (a) such provision shall be enforced to the fullest extent allowed, and (b) such invalidity, illegality, or unenforceability will not affect any other provision of this Lease. 27.05 Lessee hereby agrees not to disclose any terms of this Lease without the prior written consent of Lessor. Lessee shall continue in full force and effect pursuant to the terms not record this Lease or any short form memorandum hereof. (E) 27.06 The Article captions are inserted only for convenience rights and reference, and are not intended, in any way, to define, limit, describe obligations of the scope, intent, and language of parties under this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after shall survive the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations termination of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment and/or of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationLessee’s right of possession. (G27.07 Lessor and Lessee each warrant to the other that it has not dealt with any broker or agent in connection with this Lease, other than the person(s) If any installment of Rent (whether lump sumlisted in Paragraph 1 above. Lessor and Lessee each agree to indemnify the other against all costs, monthly installmentsexpenses, legal fees and other liability for commissions or other compensation claimed by any other monetary amounts required broker or agent by this Lease to be paid by reason of the act or agreement of the indemnifying party. 27.08 Lessee and deemed to constitute Rent hereunder) shall not be paid when duepermit or allow any activity in the Premises which will have an adverse effect on indoor air quality, including smoking and any remodeling activity or non-monetary default shall remain uncured after the expiration introduction of any applicable cure period, materials which would have such an effect. Lessor shall have the right right, but not the obligation, to charge monitor indoor air quality within the Project. Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first take such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period steps to protect and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedto improve indoor air quality as Lessor may request from time to time. (H) Any part of the Leased Premises may be conveyed by 27.09 Lessor has no duty to provide security for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to Project. To the extent necessary Lessor elects to render it reasonably suitable provide any security, Lessor is not warranting the effectiveness of any security personnel, services, procedures or equipment and Lessee shall not rely on any such personnel, services, procedures or equipment. Lessor shall not be liable for failure of any such security personnel, services, procedures or equipment to prevent or control, or to apprehend anyone suspected of, personal injury or property damage in, on or around the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to LessorProject. (I) For the purpose 27.10 The grant of any consent or approval required from Lessor under this Lease shall be proved only by proof of a written document signed and delivered by Lessor expressly setting forth such consent or approval. Unless otherwise specified herein, any such consent or approval may be withheld in Lessor’s sole discretion. Any consent may be issued subject to conditions determined by Lessor, in its sole discretion. Notwithstanding any other provision of this Lease, the term "Rent" sole and exclusive remedy of Lessee for any alleged or actual improper withholding, delaying or conditioning of any consent or approval by Lessor shall be defined as Rent under Article 4the right to specifically enforce any right of Lessee to require issuance of such consent or approval on conditions allowed by this Lease; in no event shall Lessee have the right to terminate this Lease, and to collect monetary damages, or to pursue any other monetary amounts required by remedy for any actual or alleged improper withholding, delaying or conditioning of any consent or approval, regardless of whether this Lease requires that such consent or approval not be unreasonably withheld, conditioned or delayed. 27.11 Lessee agrees to abide by, keep and observe all Rules and Regulations set forth in Exhibit “D” and all additions and amendments to the same of which Lessor provides written notice to Lessee. Lessor will not be paid responsible to Lessee for any nonperformance by any other lessee, occupant or invitee of the Property of any said Rules and Regulations. 27.12 Lessee will not place any signage on or about the Property, or on any part thereof, without the prior written consent of Lessor which Lessor may withhold or condition in its sole discretion. All Lessee signage will comply with the terms and conditions of this Lease, the sign criteria set forth in Exhibit “C” and Exhibit “D,” or other criteria which Lessor may establish from time to time. 27.13 Lessee will not vacate or abandon the Premises, or permit the Premises to remain unoccupied for any period longer than fifteen (15) consecutive days any time during the Lease Term. If Lessee abandons, vacates, or surrenders the Premises, or is dispossessed by process of law, or otherwise, any personal property belonging to Lessee left in or about the Premises will, at the option of Lessor, be deemed abandoned and may be disposed of by Lessor at the expense and risk of Lessee. 27.14 In the event any party to this Lease initiates litigation to enforce the terms of this Lease or to declare rights under this Lease, the prevailing party will be entitled to collect its reasonable attorneys fees shall include all attorneys fees incurred at and in preparation for discovery, arbitration, trial, appeal and review, including deposition attorney’s fees. This attorney’s fee provision shall also apply to all litigation and other proceedings in Bankruptcy Court. 27.15 Submission of this document for examination and signature by Lessee is not an offer to lease and does not create a reservation or option to lease. This document will become effective and binding only upon full execution and delivery by both Lessee and Lessor.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mailSECTION 3. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws holders of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all bonds of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee Sixty-fourth Series shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, have consented and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except agreed that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sumCompany may, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) but shall not be paid when dueobligated to, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee fix a late charge of $250.00 per month record date for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of determining the holders of the bonds of the Sixty-fourth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. SECTION 4. Subject to the amendments provided for in this LeaseFifty-seventh Supplemental Indenture, the terms defined in the Mortgage and the First through Fifty-sixth Supplemental Indentures shall, for all purposes of this Fifty-seventh Supplemental Indenture, have the meanings specified in the Mortgage and the First through Fifty-sixth Supplemental Indentures. SECTION 5. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Fifty-sixth Supplemental Indentures set forth and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term "Rent" and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Fifty-seventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be defined as Rent under Article 4, and any other monetary amounts required by appropriate to make the same conform to the provisions of this Lease to be paid by LesseeFifty-seventh Supplemental Indenture.

Miscellaneous Provisions. (Aa) All written notices Each well drilled under this Lease shall be given drilled with reasonable diligence and in good faith and in a good and workmanlike manner in a bona fide attempt to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person produce oil and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailgas. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (Db) In the event that any provision of this Lease shall be held invalid expires for any reason as to all or unenforceableany part of the Land, no other provisions of this Lease shall be affected by such holdingLessee shall, and within 60 days thereafter, furnish Lessor with a written, recordable release covering all of the remaining provisions Land or that portion of this Lease shall continue in full force and effect pursuant the Land to the terms hereofbe released. (Ec) The Article captions are inserted only for convenience and referenceLessee shall advise Lessor in writing as to the location of each well drilled beneath the Land (or other real property pooled with the Land), on or before seven (7) days after commencement of Lessee’s activities, and are not intended, shall advise Lessor in any way, writing as to define, limit, describe the scope, intent, and language date of completion or abandonment of each well drilled within thirty (30) days after such completion or abandonment. Lessee agrees that it will provide a copy of this Lease Lease, or its provisionsa memorandum of this Lease, if applicable, as it is recorded in the Official Public Records of the counties where the Land is located immediately following such recording. (Fd) In Nothing in this Lease negates the event usual implied covenants imposed upon Lessee. (e) Lessee remains will conduct all of its activities in possession compliance with the rules of the premises herein leased after Railroad Commission of Texas and federal and state environmental laws and regulations. Lessee will give Lessor at least ten days prior notice in writing before conducting drilling, recompletion, or reworking operations on the expiration of this Lease and without the execution of a new lease and without Land. Upon request by Lessor's written permission, Lessee shall be deemed furnish to be occupying said premises as a tenant from month-to-monthLessor copies of applications to drill, subject to all the conditionsdaily drilling reports, provisionswell tests, completion reports, plugging records, gas purchase contracts, and obligations production reports. Lessor has the right, personally or by representative, at Lessor’s risk, of this Lease insofar as access to the same can be applicable xxxxxxx floor to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due observe all operations on all xxxxx drilled on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Land. Lessor shall will have the right to charge inspect and take samples of all cores and cuttings and witness the taking of all logs and drill stem tests, and Lessee a late charge agrees to furnish Lessor with copies of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured all logs and surveys taken promptly after the first such occurrence in any 12 month periodtaking them. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed Lessee will divulge to Lessor correct information as requested by Lessor for private or public non-exclusive easement purposes at any timeas to each well, provided the production therefrom, and such easement does not interfere with technical information as Lessee may acquire. Lessor has the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all right to be done without adjustments in Rent present when xxxxx or tanks are gauged and production metered and has the right to be paid by Lessee. All proceeds from any conveyance examine all run tickets and to have full information as to production and runs and to receive copies of an easement shall belong solely to Lessorall run tickets upon request. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) Section 17.1. During the Sublease term, Tenant shall maintain insurance of such types, in such policies, with such endorsements and coverages, and in such amounts as are set forth in Article 7 of the Overxxxxx, xxd such additional insurance as may be required by Landlord, in Landlord's reasonable discretion. All insurance policies shall name Overlandlord and Landlord as additional insureds and loss payees and shall contain an endorsement that such policies may not be modified or canceled without 30 days prior written notices notice to Overlandlord and Landlord. Tenant shall promptly pay all insurance premiums and shall provide Overlandlord and Landlord with policies or certificates evidencing such insurance. Section 17.2. This Sublease may be amended or modified only by written instruments executed by both Landlord and Tenant. Section 17.3. This Sublease, and the rights and obligations of Landlord and Tenant under this Sublease, are subject to the condition that Overlandlord consent to this Sublease, and this Sublease shall be given to Lessor or Lessee effective only upon the receipt by certified mail or nationally recognized overnight mailLandlord and Tenant of such consent (the "Overlandlord Consent Date"). Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of the Overlandlord Consent Date shall not have occurred on or before August 15, 1996, then, Landlord and Tenant shall each have the option to terminate this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected Sublease by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant 30 days written notice thereof to the terms hereofother. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodSection 17.4. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises Except to the extent necessary caused by the negligence, wilful misconduct or failure of Landlord to render it reasonably suitable for comply with its obligations and covenants set forth in this Sublease or Section 17.5. Except to the purposes for which it was leasedextent caused by the negligence, all wilful misconduct or failure of Tenant to be done without adjustments comply with its obligations and covenants set forth in Rent to be paid by Lessee. All proceeds from this Sublease or in any conveyance of an easement other agreement between Landlord and Tenant the Landlord shall belong solely to Lessor. (I) For indemnify and hold the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4Tenant, and its agents, servants, employees, officers, directors, partners, beneficiaries and trustees, harmless from and against any and all actions, petitions, orders, claims or demands made, brought or instituted by any and all private parties and/or any and all public agencies or authorities, together with any and all reasonable expenses, including reasonable attorney's fees, costs, losses, demands, liabilities, fines or penalties assessed against or incurred by any of them, including, without limitation, any of the foregoing arising under CERCLA, similar state laws, other monetary amounts required statutes or common law cause of action imposing liability without regard to fault arising out of or in any way connected with any loss or damage to persons or property resulting from the introduction, generation, storage, disposal, seepage, leakage or release of Hazardous Material (as defined in the Overxxxxx) xxto the Demised Premises by this Lease to be paid by Lesseethe Landlord, its agents, servants, employees or contractors, or from the improper release of Hazardous Materials anywhere on the Property by, for or on behalf of the Landlord.

Miscellaneous Provisions. (A) All written notices Subject to the provisions hereof allowing for payments to be satisfied with issuance of equity, the principal, interest and other amounts due hereunder shall be given to Lessor payable at Holder’s principal place of business in lawful money of the United States of America in immediately available funds without set-off, deduction or Lessee counterclaim. Any payments received by certified mail or nationally recognized overnight mail. Notices to either party the Holder on account of this Note shall be addressed applied first to all costs and expenses to the person extent required to be paid by the Company herunder, second to the accrued interest outstanding hereunder, third to the principal amount then outstanding. This Note may be prepaid in whole or in part, without penalty, at any time and address given on the first page hereof. Lessor and Lessee may, from time to time. No delay or omission on the part of the holder in exercising any right hereunder shall operate as a waiver of such right or of any other right of such holder, change these addresses by notifying each nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Company, regardless of this change in writing. Notices the time, order or place of overdue Rent may be sent signing, waives presentment, demand, protest and notices of every kind and assents to Lessee by regularany extension or postponement of the time of payment or any other indulgence, special deliveryto any substitution, exchange or nationally recognized overnight mail. (B) The termsrelease of collateral, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit addition or release of Lessor any other party or person primarily or secondarily liable. The Company agrees to pay all costs of collection of the principal of and Lessee interest on this Note, including without limitation, reasonable attorneys’ fees and their respective successorscosts. After any demand for payment by Holder, heirs, legal representatives, and assigns. interest shall accrue at a rate per annum equal to the aggregate of four (C4.0%) percent plus the rate provided for herein. This Lease Note shall be governed by and construed under the laws of The Commonwealth of Massachusetts, and shall take effect as a sealed instrument. Company hereby submits to the State where jurisdiction of the Leased Premises are situate. (D) In Federal and state courts located in Suffolk County, the event that Commonwealth of Massachusetts for all purposes with respect to this Note, any collateral given to secure their respective liabilities, obligations, and indebtedness to Holder and its relationships with Holder. Any provision herein, in any other document securing the payment of this Lease Note, or in any other agreement or commitment between the Holder and Company, whether written or oral, expressed or implied, to the contrary notwithstanding, the Holder shall never be entitled to charge, receive, or collect, nor shall amounts received hereunder be credited as interest so that the Holder shall be held invalid paid, a sum greater than interest at the maximum nonusurious interest rate, if any, that at any time may be contracted for, charged, received, or unenforceable, no other provisions collected on the indebtedness evidenced by this Note under applicable law (the “Maximum Rate”). It is the intention of the parties that this Lease shall be affected by such holdingNote, and all of other instruments securing the remaining provisions payment of this Lease Note or executed or delivered in connection herewith, shall continue in full force and effect pursuant to comply with applicable law. If the terms hereof. (E) The Article captions are inserted only for convenience and referenceHolder ever contracts for, and are not intendedcharges, in any wayreceives, to defineor collects, limit, describe the scope, intent, and language anything of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be value which is deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisionsinterest under applicable law, and obligations if the occurrence of any circumstance or contingency, whether acceleration of maturity of this Lease insofar as Note, delay in advancing proceeds of this Note; or other event, should cause such interest to exceed interest at the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent Maximum Rate, any such excess amount shall be One Hundred Fifty percent (150%) applied to the amount due on reduction of the last month prior to such expiration. (G) If any installment unpaid principal balance of Rent (whether lump sum, monthly installments, this Note or any other monetary amounts required indebtedness owed to the Holder by Company, and if this Lease to Note and such other indebtedness is paid in full, any remaining excess shall be paid by Lessee and deemed to constitute Rent hereunder) Company. In determining whether the interest hereon exceeds interest at the Maximum Rate, the total amount of interest shall be spread throughout the entire term of this Note until its payment in full in a manner which will cause the interest rate on this Note not be paid when dueto exceed the Maximum Rate. Upon receipt of an affidavit of Holder as to the loss, theft, destruction or non-monetary default shall remain uncured after mutilation of this Note or any other security document which is not of public record, and, in the expiration case of any applicable cure periodsuch loss, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid theft, destruction or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period mutilation, upon surrender and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose cancellation of this LeaseNote or other security document, Company will issue, in lieu thereof, a replacement Note or other security document in the term "Rent" shall be defined as Rent under Article 4, same principal amount thereof and any other monetary amounts required by this Lease to be paid by Lesseeotherwise of like tenor.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. Notice shall be deemed received upon actual signed receipt or rejection of the said notice. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where in which the Leased Premises are situatelocated. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises Leased Premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionlease, Lessee it shall be deemed to be occupying said premises Leased Premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) increased 200% from the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for unpaid Rent for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodunpaid. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedfull. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an a private easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices Debtor Releases, Third-Party Releases, and Exculpation The exculpation provisions, the Company releases, and the “third-party” releases to be included in the Plan will be as set forth in Annex 3 hereto in all material respects. The foregoing exculpation and releases shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed subject to the person applicable releasee’s support of the Restructuring Transactions. Executory Contracts and address given on Unexpired Leases On the first page hereof. Lessor Restructuring Effective Date, except as otherwise provided herein, each Executory Contract and Lessee may, from time Unexpired Lease (to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions scheduled and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (CPlan) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed assumed as of the Restructuring Effective Date by the applicable Debtor pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (i) was previously assumed, assumed and assigned, or rejected by the Company; (ii) previously expired or terminated pursuant to its own terms; (iii) is identified on the Rejected Executory Contract and Unexpired Lease List (to be occupying said premises appended as a tenant from month-to-month, schedule to the Plan); or (iv) is the subject of a motion to all reject that is pending on the conditions, provisionsRestructuring Effective Date. Regulatory Requirements All parties shall abide by, and obligations use their reasonable best efforts to obtain, any regulatory and licensing requirements or approvals to consummate the Restructuring as promptly as practicable including, but not limited to, requirements or approvals that may arise as a result of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment such party’s equity holdings in Reorganized Covia. Exemption from SEC Registration The issuance of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence all securities in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere connection with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises Plan will be exempt to the extent necessary permitted under section 1145 of the Bankruptcy Code and otherwise pursuant to render it reasonably suitable Section 4(a)(2) of the Securities Act of 1933, as amended, or Regulation D thereunder. Registration Rights Customary registration rights will be provided to Consenting Stakeholders that, at the time the Plan is consummated, are unable to sell under Rule 144 without being limited by the volume limitations thereunder; provided that such registration rights will fall away for any such Consenting Stakeholder at the purposes for which it was leasedtime such Consenting Stakeholder is able to sell under Rule 144 without being limited by the volume limitations thereunder. Alpha Resins, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance LLC Best Sand Corporation Best Sand of an easement shall belong solely to Lessor. (Pennsylvania, Inc. Bison Merger Sub I) For the purpose , LLC Black Lab LLC Cheyenne Sand Corp. Construction Aggregates Corporation of this LeaseMichigan, the term "Rent" shall be defined as Rent under Article 4Inc. Covia Finance Company LLC Covia Specialty Minerals Inc. Fairmount Logistics LLC Fairmount Minerals, and any other monetary amounts required by this Lease to be paid by Lessee.LLC Fairmount Santrol Inc. FML Resin, LLC FML Sand, LLC FML Terminal Logistics, LLC FMSA Inc. Mineral Visions Inc. Self-Suspending Proppant LLC Shakopee Sand LLC Specialty Sands, Inc. Standard Sand Corporation Technisand, Inc. Wedron Silica Company West Texas Housing LLC Wexford Sand Co. Wisconsin Industrial Sand Company L.L.C. Wisconsin Specialty Sands, Inc.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State Commonwealth where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionlease, Lessee it shall be deemed to be occupying said premises as a tenant from month-to-to- month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) increase by 25% of the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month perioduncured. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided Lessee shall consent after prior written notice, such consent not to be unreasonably withheld or delayed, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices The entire grievance procedure shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed subject to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other following provisions: (a) For purposes of this change in writing. Notices of overdue Rent may be sent to Lessee by regularGrievance Procedure, special delivery"work days" shall exclude Saturday, or nationally recognized overnight mailSunday and Holidays. (Bb) The terms, conditions No action on any matter shall be considered the subject of a grievance unless it is reduced to writing and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure signed by the grievant within ten (10) work days of the date the employee becomes aware or reasonably should have become aware of the facts giving rise to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsgrievance. Any grievance not submitted within such time limit shall be considered automatically closed. (Cc) This Lease shall be governed by and construed under the laws Failure of the State where grievant to proceed to the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all next step of the remaining provisions of this Lease shall continue in full force and effect pursuant to grievance procedure within the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee time limits as set forth shall be deemed to be occupying said premises as an acceptance of the decision previously rendered and shall constitute a tenant from month-to-month, subject waiver of any future appeal concerning the particular grievance. The failure of the Employer or its representative to all respond to any step within the conditions, provisions, and obligations of this Lease insofar as time limits specified shall permit the same can be applicable grievant to a month-to-month tenancy except that proceed automatically to the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationnext step. (Gd) If any installment Any employee reinstated after discharge or disciplinary layoff shall be returned to the same job classification he held at the time of Rent (whether lump sum, monthly installments, the discharge or any other monetary amounts required by this Lease to disciplinary layoff and will be paid by Lessee the regular rate of pay for his classification if the position has not otherwise been eliminated and deemed the employee has the requisite seniority to constitute Rent hereunderfill a position in such classification. (e) No claims for back wages shall not be paid when dueexceed the amount of wages the employee would have otherwise earned at his regular rate, or non-monetary default shall remain uncured after less any compensation he may have received from any source whatsoever during the expiration period of any applicable cure period, Lessor time in question. (f) The Union shall have the right to charge Lessee a late charge grieve working conditions of $250.00 per month for each month the facility that any amount are hazardous to the health or safety of Rent installment remains unpaid or non-monetary default the employees. In emergency circumstances, the Union shall go uncured after also have the first such occurrence in any 12 month periodright to request an immediate Special Conference with the Director of the Youth Center. Said late charge This section shall commence after such installment is due or non-monetary default goes uncured after not be interpreted to interfere with the expiration general operation of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedthe Youth Center. (Hg) Any part of It is understood that the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any timeUnion’s Business Agent, provided such easement does not interfere with the access to Court Administrator and the Leased Premises, visibilityChief Judge, or operations of the business of Lessee. In such event Lessor shalltheir respective designees, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable may upon mutual agreement revisit any grievance after Step 3 for the purposes for which it was leased, all purpose of settling any grievance prior to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorarbitration. (Ih) For The time limitations set forth in this Grievance Procedure may be extended by mutual agreement of the purpose of this Lease, Employer and the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by LesseeUnion.

Miscellaneous Provisions. (A) 20.1 The laws of the State of West Virginia shall govern the validity, performance and enforcement of this Lease. 20.2 The invalidity or unenforceability of any provision of this Lease will not affect or impair any other provision. 20.3 All written notices negotiations, considerations, representations and understandings between the parties are incorporated herein and may be modified or altered only by agreement in writing between the parties. 20.4 Lessee shall have no right to quit the Leased Premises or cancel or rescind this Lease except as said right is expressly granted herein. 20.5 The headings of the several articles contained herein are for convenience only and do not define, limit or construe the contents of such articles. 20.6 This Lease has been negotiated by Lessor and Lessee and this Lease, together with all of the terms and provisions hereof, shall not be given deemed to have been prepared by either Lessor or Lessee but by certified mail or nationally recognized overnight mail. Notices to either party both equally. 20.7 Except as herein otherwise expressly provided, the terms and provisions hereof shall be addressed to the person binding upon and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of the heirs, executors, administrators, successors and permitted assigns, respectively, of the Lessor and Lessee the Lessee. Each term and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any each provision of this Lease to be performed by the Lessee shall be held invalid construed to be both a covenant and a condition. The reference pertained to successors and assigns of Lessee is not intended to constitute a consent to assignment by Lessee but has reference only to those instances in which Lessor may have given written consent to a particular assignment. 20.8 This Lease and the Exhibits, attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions and understandings between Lessor and Lessee concerning the Leased Premises, and there are no covenants, promises, agreements, conditions, inducements or unenforceableunderstandings, either oral or written, between them other than are herein set forth. Except as herein otherwise provided, no other provisions of subsequent alteration, amendment, change or addition to this Lease shall be affected binding upon Lessor or Lessee unless reduced to writing and signed by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofthem. (E) The Article captions are inserted only for convenience and reference20.9 This Lease may be executed in two counterparts, and are not intended, in any way, to define, limit, describe the scope, intent, and language each of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee which shall be deemed to be occupying said premises as a tenant from month-to-monthan original, subject to all the conditions, provisions, but which together shall constitute one and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationinstrument. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices SECTION 3. The holders of the bonds of the Sixty-second Series shall be given deemed to Lessor have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-second Series entitled to consent to any amendment or Lessee by certified mail supplement to the Mortgage or nationally recognized overnight mailthe waiver of any provision thereof or any act to be performed thereunder. Notices to either party If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be addressed entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. SECTION 4. Subject to any amendments provided for in this Fifty-sixth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Fifty-sixth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. SECTION 5. So long as any bonds of the Sixty-second Series shall remain Outstanding, in each Net Earning Certificate made pursuant to Section 7 of the Mortgage there shall be included in operating expenses for the twelve (12) months period with respect to which such certificate is made an amount, if any (not otherwise included), equal to the person provisions for amortization of any amounts included in utility plant acquisition adjustment accounts for such period. SECTION 6. So long as any bonds of the Sixty-second Series shall remain Outstanding, subdivision (2) of Section 7 of the Mortgage is hereby amended by adding thereto the following words "provided, further, that the amount so included in such operating expenses in lieu of the amounts actually appropriated out of income for retirement of the Mortgaged and address given on Pledged Property used primarily and principally in the first page hereofelectric, gas, steam and/or hot water utility business and the Company's automotive equipment used in the operation of such property shall not be less than the amounts so actually appropriated out of income". SECTION 7. Lessor The Trustees hereby accept the trusts herein declared, provided, created or supplemented and Lessee mayagree to perform the same upon the terms and conditions herein and in the Mortgage, from time to timeas heretofore amended, change these addresses by notifying each other set forth and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this change Fifty-sixth Supplemental Indenture or for or in writingrespect of the recitals contained herein, all of which recitals are made by the Company solely. Notices In general, each and every term and condition contained in Article XVII of overdue Rent the Mortgage, as heretofore amended, shall apply to and form part of this Fifty-sixth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be sent appropriate to Lessee make the same conform to the provisions of this Fifty-sixth Supplemental Indenture. SECTION 8. Whenever in this Fifty-sixth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Fifty-sixth Supplemental Indenture contained by regular, special deliveryor on behalf of the Company, or nationally recognized overnight mail. (B) The termsby or on behalf of the Trustees, conditions and covenants contained in this Lease and any riders and plans attached hereto shall or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not. SECTION 9. Nothing in this Fifty-sixth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-sixth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-sixth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of Lessor and Lessee and their respective successors, heirs, legal representativesthe parties hereto, and assignsof the holders of the bonds and coupons Outstanding under the Mortgage. (C) This Lease SECTION 10. It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Fifty-sixth Supplemental Indenture is intended and shall be governed by construed as words of hypothecation and construed not of conveyance, and that, so far as the said Louisiana property is concerned, this Fifty-sixth Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State where of Louisiana, and the Leased Premises Trustees herein named are situatenamed as mortgagee and pledgee in trust for the benefit of themselves and of all present and future holders of bonds and coupons issued and to be issued under the Mortgage, and are irrevocably appointed special agents and representatives of the holders of the bonds and coupons issued and to be issued under the Mortgage and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for. (D) In the event that any provision of this Lease SECTION 11. This Fifty-sixth Supplemental Indenture shall be held invalid or unenforceableexecuted in several counterparts, no other provisions each of this Lease which shall be affected by such holding, an original and all of the remaining provisions of this Lease which shall continue in full force constitute but one and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationinstrument. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed Notwithstanding anything herein contained to the person and address given on contrary, the first page hereof. Lessor and Lessee may, from time to following provisions shall apply: (a) FLIC may terminate Executive’s employment at any time, change these addresses but any termination by notifying each the Board other of than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this change in writingAgreement. Notices of overdue Rent may be sent Executive shall have no right to Lessee by regular, special delivery, receive compensation or nationally recognized overnight mailother benefits for any period after Executive’s termination for Cause. (Bb) The terms, conditions and covenants Notwithstanding anything herein contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit contrary, any payments to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of Lessor and Lessee and their respective successorsthe Federal Deposit Insurance Act, heirs, legal representatives12 U.S.C. Section 1828(k), and assignsthe regulations promulgated thereunder in 12 C.F.R. Part 359. (Cc) This Lease The parties intend that this Agreement and any payments and benefits payable hereunder shall either comply with, or be exempt from, the requirements of Code Section 409A, and this Agreement shall be governed by maintained, administered, and construed under the laws of the State where the Leased Premises are situate. (D) In the event interpreted consistent with that intention. Notwithstanding any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant herein to the terms hereof. (E) The Article captions are inserted only for convenience and referencecontrary, and are not intended, in any way, to define, limit, describe the scope, intent, and language of FLIC makes no representations concerning Executive’s tax consequences under this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installmentsAgreement under Code Section 409A, or any other monetary amounts required by federal, state, or local tax law. Executive’s tax consequences will depend, in part, upon the application of relevant tax law, including Code Section 409A, to the relevant facts and circumstances. Notwithstanding anything else in this Lease Agreement to be paid by Lessee and deemed to constitute Rent hereunder) the contrary (with the exception of Section 4(c)), Executive’s employment shall not be paid when duedeemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, or non-monetary default a “Separation from Service” shall remain uncured have occurred if FLIC and Executive reasonably anticipate that either no further services will be performed by Executive after the expiration date of any applicable cure periodtermination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, Lessor the definition of Separation from Service shall have the right be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). Each payment under this Agreement is intended to charge Lessee be a late charge “separate payment” and not of $250.00 per month a series of payments for each month that any amount purposes of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured.Code Section 409A. (Hd) Any part Notwithstanding the foregoing, if Executive is a “specified employee” (i.e., a “key employee” of a publicly traded company within the meaning of Section 409A of the Leased Premises may be conveyed by Lessor for private Code and the final regulations issued thereunder) and any payment under this Agreement is triggered due to Executive’s Separation from Service (other than due to disability or public non-exclusive easement purposes at any timedeath), provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises then solely to the extent necessary to render it reasonably suitable for avoid penalties under Section 409A of the purposes for Code, no payment shall be made during the first six (6) months following Executive’s Separation from Service. Rather, any payment which it was leased, all to be done without adjustments in Rent to would otherwise be paid by Lesseeto Executive during such period shall be accumulated and paid to Executive in a lump sum on the first day of the seventh month following such Separation from Service. All proceeds from any conveyance of an easement subsequent payments shall belong solely to Lessorbe paid in the manner specified in this Agreement. (Ie) For Notwithstanding anything in this Agreement to the purpose contrary, Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) about a possible securities law violation without approval of FLIC. Executive further understands that this LeaseAgreement does not limit Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to FLIC related to the term "Rent" possible securities law violation. This Agreement does not limit Executive’s right to receive any resulting monetary award for information provided to any Government Agency. (f) Executive will continue to be indemnified with respect to any actions taken or omissions occurring while he was an employee and/or director of FLIC by any indemnity provisions contained in FLIC’s Certificate of Incorporation and By-Laws immediately prior to his last day of employment and by any directors and officers insurance maintained by FLIC. (g) In the event of Executive’s death, his beneficiary shall be defined as Rent under Article 4his surviving spouse. Alternatively, and any Executive may designate other monetary amounts required by this Lease beneficiaries. If Executive’s spouse does not survive him, or if no beneficiary designation is in effect at the time of Participant’s death, then payments due thereafter shall be made to be paid by Lesseethe Participant’s estate.

Miscellaneous Provisions. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the Company’s obligations in respect of (Ai) All written notices the entire indebtedness of this Note or (ii) certain restrictive covenants with respect to this Note, in each case upon compliance with certain conditions set forth therein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be given conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to Lessor the Indenture and no provision of this Note or Lessee of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note, at the time, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note is registrable in the registry books of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed, or accompanied by certified mail a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or nationally recognized overnight mailby his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Notices The Notes of this series are issuable only in fully registered form without coupons in minimal initial purchase amounts of $1,000 and any amount in excess thereafter which is an integral multiple of $1,000. As provided in the Indenture and subject to either party certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series which are of like tenor for any authorized denomination, as requested by the Holder surrendering the same. No service charge shall be addressed made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the person and address given on the first page hereofcontrary. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease Note shall be governed by and construed under in accordance with the laws of the State where of New York, without regard to its conflicts of laws provisions. All capitalized terms used in this Note which are not defined herein shall have the Leased Premises are situate. (D) In meanings assigned to them in the event that any provision of Indenture. The following abbreviations, when used in this Lease instrument, shall be held invalid construed as though they were written out in full according to applicable laws or unenforceableregulations: TEN COM—as tenants in common TEN ENT—as tenants by the entireties JT TEN—as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT— Additional abbreviations may be used though not in the above list. FOR VALUE RECEIVED, no other provisions of this Lease shall be affected by such holdingthe undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Note on the books of the remaining provisions within Company, with full power of this Lease shall continue substitution in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.Dated

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be effective as of the earlier of (i) the date executed by both Landlord and Tenant or (ii) the date on which possession of the Demised Premises is delivered by Landlord to Tenant, and all terms and conditions shall be applicable even though the Term of the Lease has not yet commenced and shall be governed by and construed under the laws laws, codes, rules, authorities, approvals, regulations, including, but not limited to, local zoning and building codes of the State where state in which the Leased Premises are situate. Shopping Center is located (D) '‘Governing Law”). If Tenant is not an individual, Tenant represents and warrants that throughout the Term of this Lease, Tenant is and shall be a valid legal entity, duly licensed to do business in the state in which the Shopping Center is located, and in the event Tenant is not an individual, and should Tenant fail to maintain its status as a valid legal entity or license to do business within the Shopping Center state, then the individual members, partners, or shareholders of Tenant shall be liable for all the terms and conditions set forth in this Lease. If this Lease is signed by more than one individual as “Tenant”, the liability of all signatories shall be joint and several. Tenant agrees to hold this Lease as confidential and Tenant shall not, without Landlord’s prior written consent, disclose the contents of this Lease or any information related to the Lease including but not limited to CAM-related information, to any third party. In the event that Tenant violates this confidentiality clause, Tenant shall be obligated to promptly pay Landlord $10,000.00 as liquidated damages; the actual damages which would be suffered by Landlord in such event being impossible to ascertain as of the date hereof, but the agreed upon amount being a reasonable estimate thereof. Each provision of this Lease shall be construed in a manner as to give it the fullest legal force and effect possible. To the extent any provision is held to be unenforceable or invalid, the unenforceability or invalidity of such provision shall not affect the enforceability or validity of the remaining provisions of this Lease. No waiver of any provision of this Lease shall be held invalid deemed or unenforceableshall constitute a waiver of any other provision hereof, no other provisions of this Lease or shall be affected constitute a continuing waiver unless expressly provided in writing by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) Landlord. In the event Lessee remains in possession of the premises herein leased after the expiration any breach of this Lease Lease, and/or any litigation between Landlord and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose Tenant arising out of this Lease, the term "Rent" non-prevailing party shall pay to the prevailing party all reasonable costs and expenses, including but not limited to attorney fees, paralegal fees, filing fees and court costs, incurred by the prevailing party in connection with the litigation, which shall be defined payable on demand, and, if payable to Landlord, as Rent under Article 4Additional Rent, subject to all of Landlord’s rights and remedies provided herein. This Lease may not be amended, modified, or varied except in a writing signed by both Landlord and Tenant. Landlord shall have the right, but not the obligation, at any time during the Term, to renovate the existing Shopping Center by performing any work that Landlord deems necessary, in its sole discretion, to modify and/or improve all or any of the following: storefronts, facades, canopies, lighting systems, Shopping Center identification signs, tenant identification signs, parking, common areas and other monetary amounts required by this Lease similar items, including, but not limited, lease, sell, grant, or license space to be paid by Lesseeoccupants in the common areas.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to 27.01 Whenever the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other context of this change in writingLease requires, the word “person” shall include any entity, and the singular shall include the plural and the plural shall include the singular. Notices If more than one person or entity is Tenant, the obligations of overdue Rent may each such person or entity under this Lease will be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) joint and several. The terms, conditions and covenants provisions of this Lease will apply to and bind the heirs, successors, executors, administrators and assigns of Landlord and Tenant. No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. Time is of the essence for the performance of each term, condition and covenant of this Lease. 27.02 The captions and headings of this Lease are used for the purpose of convenience only. This Lease contains all of the agreements and conditions made between Landlord and Tenant and may not be modified in any manner other than by a written agreement signed by both Landlord and Tenant. Any statements, promises, agreements, warranties or representations, whether oral or written, not expressly contained herein will in no way bind Landlord and Tenant expressly waives all claims for damages by reason of any statements, promises, agreements, warranties or representations, if any, not contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any Lease. No provision of this Lease shall be held invalid deemed to have been waived by Landlord unless such waiver is in writing signed by a regional vice president or unenforceablehigher title of Landlord or of Landlord’s management company, and no custom or practice which may develop between the parties during the Term shall waive or diminish the Landlord’s right to enforce strict performance by Tenant of any terms of this Lease. Additionally, regardless of Landlord’s knowledge of a default at the time of such acceptance, the acceptance of rent or any other payment by Landlord will not constitute a waiver by Landlord of any default by Tenant. This Lease is governed and construed in accordance with the laws of the state in which the Premises are located, and venue of any legal action will be in the county where the Premises are located. 27.03 This Lease has been fully reviewed by both parties and shall not be strictly or adversely construed against the drafter. If any provision contained herein is determined to be invalid, illegal or unenforceable in any respect, then (a) such provision shall be enforced to the fullest extent allowed, and (b) such invalidity, illegality, or unenforceability will not affect any other provision of this Lease. 27.04 Except as required under Articles 20 and/or 25 of this Lease, Tenant hereby agrees not to disclose any terms of this Lease without the prior written consent of Landlord or as required by law. Tenant shall not record this Lease or any short form memorandum hereof. 27.05 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of this Lease. 27.06 Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with this Lease, other than the person(s) listed in the Basic Lease Information. Landlord and Tenant each agree to indemnify the other against all costs, expenses, legal fees and other liability for commissions or other compensation claimed by any other broker or agent by reason of the act or agreement of the indemnifying party. The provisions of this Section 27.06 shall survive the expiration or earlier termination of this Lease. 27.07 The grant of any consent or approval required from Landlord under this Lease shall be affected proved only by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution proof of a new lease written document signed and without Lessor's written permissiondelivered by Landlord expressly setting forth such consent or approval. Unless otherwise specified herein, Lessee shall any such consent or approval may be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or withheld in Landlord’s sole discretion. Notwithstanding any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose provision of this Lease, the term "Rent" sole and exclusive remedy of Tenant for any alleged or actual improper withholding, delaying or conditioning of any consent or approval by Landlord shall be defined as Rent under Article 4the right to specifically enforce any right of Tenant to require issuance of such consent or approval on conditions allowed by this Lease. 27.08 Tenant agrees to abide by, keep and observe, and shall cause its employees, suppliers, shippers, customers, agents, contractors and invitees to so abide by, keep and observe, all Rules and Regulations set forth in Exhibit C (the “Rules and Regulations”) and all additions and amendments to the same of which Landlord provides written notice to Tenant. Landlord will not be responsible to Tenant for any nonperformance by any other monetary amounts required tenant, occupant or invitee of the Property of any said Rules and Regulations. 27.09 Tenant will not place any signage on or about the Property, or on any part thereof, without the prior written consent of Landlord which Landlord may withhold or condition in its sole discretion. All Tenant signage will comply with the terms and conditions of this Lease, the all applicable Laws, and sign criteria for the Building as promulgated by Landlord from time to time and the Rules and Regulations and/or other criteria which Landlord may establish from time to time. 27.10 If, on account of any breach or default by Tenant in Tenant’s obligations under the terms and conditions of this Lease, it shall become necessary or appropriate for Landlord to employ or consult with an attorney or collection agency concerning or to enforce or defend any of Landlord’s rights or remedies arising under this Lease or to collect any sums due from Tenant, Tenant agrees to pay all reasonable costs and fees so incurred by Landlord, including, without limitation, reasonable attorneys’ fees and costs. If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Lease, the prevailing party shall be paid entitled to reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. 27.11 Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by LesseeTenant are not, (i) in violation of any laws relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, xxxx://xxx.xxxxx.xxx/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list.

Miscellaneous Provisions. (Aa) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to Supplementing Section 17.06 hereof, the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other submission of this change Contract for examination shall not bind Seller in writing. Notices any manner or be construed as an offer to sell, and no contract or obligation of overdue Rent may be sent to Lessee Seller or Purchaser shall arise until this instrument is executed and delivered by regular, special delivery, or nationally recognized overnight mailboth Seller and Purchaser and the Downpayment has been received and collected by Escrowee. (Bb) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure At or prior to the benefit Closing, Seller shall deliver an estoppel certificate (in the form annexed hereto as Exhibit "D") duly executed and delivered by each of Lessor the Existing Tenants listed on Schedule "L" hereto or, if Seller is unable to obtain and Lessee deliver such estoppel certificate from one or more of such tenants, Seller shall execute and their respective successorsdeliver such estoppel certificate(s) in its name. Each such estoppel certificate delivered by each of the Existing Tenants shall be dated not earlier than April 1, heirs1998 and Seller's estoppel certificate(s) shall be dated not earlier than five (5) business days prior to the date of the Closing. In addition, legal representativesSeller shall submit such estoppel certificate to all other tenants of the Building. Seller shall use its reasonable efforts to have all tenants complete, execute and assignsdeliver such estoppel certificate to Purchaser prior to the Closing; however, a tenant's failure or refusal to execute and return an estoppel certificate (in the form of Exhibit "D") or a tenant's modification of or supplement to the text of such estoppel certificate (which has been executed and returned by such tenant), shall not be deemed a default by Seller under this Contract or entitle Purchaser to terminate this Contract provided that Seller has delivered, at the Closing, substitute estoppel certificate(s) in its name as provided above. (Cc) This Lease shall be governed by and construed Prior to the Closing, Seller, at Seller's election, may convert the within transfer of title to the Premises to a tax free exchange under the laws Section 1031 of the State where Internal Revenue Code, provided that such tax free exchange in no way delays the Leased Premises are situateClosing under this Contract. If Seller so elects, Purchaser, at no cost or expense to Purchaser, shall cooperate with Seller in effectuating said tax free exchange, and Seller shall indemnify and hold Purchaser harmless from and against any and all costs, expenses, damages and liabilities incurred or paid by Purchaser in connection therewith, Seller's obligation under this Section surviving the Closing. (Dd) In the event that any provision of this Lease shall be held invalid or unenforceableExcept as otherwise specifically set forth herein, no other provisions of this Lease shall be affected by such holdingSeller has not made and does not make, and all Seller has not authorized any other party to make, any representations or other statements whatsoever as to: the use, convertibility for other use, occupancy, physical condition (including, without limitation, the presence or absence of hazardous materials in, on or about the remaining provisions Premises), market value, state of this Lease shall continue in full force and effect pursuant to repair, gross or net income derived from the terms hereof. Premises, expenses of operation (E) The Article captions are inserted only for convenience and referenceincluding, and are not intendedwithout limitation, in any way, to define, limit, describe taxes assessed against the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installmentsPremises), or any other monetary amounts required matter or thing affecting or relating to the Premises or the fixtures and items of Personal Property included in this sale and Purchaser hereby expressly acknowledges that no such representations or other statements have been made by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration on behalf of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedSeller. (He) Neither party shall record this Contract or any memorandum hereof. Any part such filing or recordation shall be null and void ab initio. Further, any attempt by Purchaser to record this Contract as aforesaid shall be a default of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shallPurchaser hereunder and thereupon, at its own cost Seller's option, this Contract shall be deemed terminated and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable Seller shall have any and all remedies for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance default of an easement shall belong solely to LessorPurchaser as provided herein. (If) For the purpose purposes of this LeaseContract, the term "Rent" all representations and warranties made by Seller shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lesseebased upon the actual knowledge of Xx. Xxxxxx Sturner and/or Xx. Xxxx Xxxxxxx.

Miscellaneous Provisions. (A) All Section 26.1 Tenant shall not place on the outside of the Building any ------------ sign, advertisement, illumination or projection without Landlord's prior written notices consent. In multi-tenant buildings, Tenant shall pay for and comply with Landlord's uniform signage requirements. Section 26.2 This Lease shall be given constructed and enforced in accordance ------------ with the laws of the State of Colorado. Time is of the essence with respect to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other Tenant's performance of its obligations under this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailLease. (B) Section 26.3 The terms, conditions parties hereto agree that the covenants and covenants agreement ------------ herein contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee the Landlord, the Tenant, and their respective successors, heirs, legal representatives, successors and assigns. (C) This Lease Section 26.4 If any of Tenant's checks fail to clear the bank, Landlord ------------ may demand all future Rent payments to be either in the form of cash, certified check, money order, wire transfer or cash equivalent fund. Additionally, a $150.00 return check fee shall be governed paid by Tenant for each check or other payment returned to Landlord unpaid. Section 26.5 Reasonable wear and construed under tear" is hereby defined as that degree ------------ of wear and tear which would normally occur in the laws permitted use of the State where Premises, but notwithstanding the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, foregoing or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose provision of this Lease, it shall not include any physical damage to the term floors, floor coverings, walls, or ceiling of the Premises, nor any damage caused thereto through operation of machinery, office equipment or other equipment or furniture used in the operation of Tenant's business. Additionally, if Tenant's use, by reason of fumes discharged or liquids used by Tenant, should cause damage to the Premises, either interior or exterior, said damages shall not be deemed "Rentreasonable wear and tear", and Tenant shall be liable for the complete restoration of the Premises to the condition existing at Tenant's Lease commencement. Damage which does not come within the scope of "reasonable wear and tear" shall include, but --- not be defined as Rent under Article 4limited to damaged, rusting or corroded walls, floors, floor coverings, ceilings, doors, windows, metal bar joists, steel decks, or roof vents or stacks. Section 26.6 Any form of smoking of any substance in the Premises and in ------------ any common areas in the building in which the Premises is situate by Tenant, Tenant's employees, agents, customers, contractors and any other monetary amounts required by this Lease to be paid by Lesseeperson or persons whatsoever in or about the Premises and common areas at the request, invitation, or sufferance of the Tenant, or any of the foregoing, is strictly prohibited.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises Leased Premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent "Rent" hereunder) shall not be paid when due, or non-non- monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodunpaid. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. SECTION 9.1 Amendment. 25 Sale and Servicing Agreement (a) Any term or provision of this Agreement may be amended by the Seller and the Servicer without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Seller or the Servicer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; (ii) the Seller or the Servicer delivers an Officer’s Certificate of the Seller or Servicer, respectively, to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (iii) the Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment; provided, that no amendment shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (b) This Agreement (including Appendix A) All written notices shall may also be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, amended from time to timetime by Seller, Servicer and the Indenture Trustee, with the consent of the Noteholders evidencing not less than a majority of the aggregate outstanding principal balance of the Outstanding Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, that no such amendment shall (i) reduce the interest rate or principal amount of any Note, change these addresses or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, (ii) reduce the percentage of the aggregate outstanding principal balance of the Outstanding Notes, the consent of which is required to consent to any matter without the consent of the Holders of at least the percentage of the Note Balance which were required to consent to such matter before giving effect to such amendment. It will not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by notifying each other Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of this change in writing. Notices of overdue Rent may be sent record dates pursuant to Lessee by regular, special delivery, or nationally recognized overnight mailthe Note Depository Agreement. (Bc) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure Prior to the benefit execution of Lessor any such amendment, the Servicer shall provide written notification of the substance of such amendment to each Rating Agency; and Lessee promptly after the execution of any such amendment, the Servicer (i) shall furnish a copy of such amendment to each Rating Agency and their respective successorsthe Indenture Trustee and (ii) if this Agreement is amended in accordance with clauses (i) or (ii) of Section 9.1(a), heirsshall furnish a copy of such Opinion of Counsel or Officer’s Certificate, legal representativesas the case may be, and assignsto each of the Rating Agencies. (Cd) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant Prior to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease any amendment to this Agreement, the Seller, the Owner Trustee and without Lessor's written permission, Lessee the Indenture Trustee shall be deemed entitled to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, receive and obligations conclusively rely upon an Opinion of this Lease insofar as the same can be applicable to a month-to-month tenancy except Counsel stating that the monthly installment execution of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, amendment is authorized or any other monetary amounts required permitted by this Lease Agreement and that all conditions precedent to be paid by Lessee the execution and deemed to constitute Rent hereunder) delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be paid when dueobligated to, enter into or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part execute on behalf of the Leased Premises may be conveyed by Lessor for private Issuer any such amendment which adversely affects the Owner Trustee’s or public non-exclusive easement purposes at any timethe Indenture Trustee’s, provided such easement does not interfere with the access to the Leased Premisesas applicable, visibilityown rights, duties or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorimmunities under this Agreement. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices No amendment hereunder shall be given to Lessor or Lessee effective unless in writing signed by certified mail or nationally recognized overnight mail. Notices to either party the Borrower and the Lender and no waiver hereunder shall be addressed effective unless in writing, signed by the party to be charged. Neither the person and address given failure on the first page hereofpart of the Lender in exercising any right or remedy, nor any single or partial exercise of any other right or remedy, shall operate as a waiver. Lessor The acceptance by the Lender of any payment hereunder which is less than payment in full of all amounts due and Lessee may, from payable at the time of such payment shall not constitute a waiver of the right to exercise any of the options hereunder at that time or at any subsequent time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (Bb) The termsBorrower hereby waives diligence, conditions and covenants contained in this Lease presentment, demand for payment, notice of dishonor, notice of non-payment, protest, notice of protest, and any riders and plans attached hereto all other demands in connection with the delivery, acceptance, performance, default or enforcement of this Bridge Note. (c) The terms and provisions hereof shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representativesof, and assigns. (C) be binding upon, the respective successors and assigns of the Borrower and Lender. This Lease Bridge Note shall be governed by and construed under and enforced in accordance with the laws of the State where the Leased Premises are situateof Minnesota without giving effect to such state's choice of law principles. (Dd) In No recourse for the event that payment of the principal of or any provision interest on this Bridge Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Borrower in any Bridge Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, officer or director as such, past, present or future, of the Borrower or of any successor corporation either directly or through the Borrower or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. (e) Upon receipt by the Borrower of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Lease shall be held invalid Bridge Note, and in case of loss, theft or unenforceabledestruction, no other of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Borrower of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Bridge Note, if mutilated, the Borrower will make and deliver a new Bridge Note of like tenor and dates as of such cancellation, in lieu of this Bridge Note. (f) This Bridge Note has been issued pursuant to and is subject to the terms and provisions of this Lease shall be affected by such holdingthat certain Bridge Loan and Investment Agreement of even date herewith between the Borrower and the Lender, the terms and all of the remaining provisions of this Lease shall continue in full which are incorporated herein by reference with the same force and effect pursuant to as if fully set forth herein. To the extent the terms hereofof the Bridge Note and the Bridge Loan and Investment Agreement are inconsistent, the terms of this Bridge Note shall control. (Eg) The Article captions are inserted only for convenience All notices and referenceother communications shall be by certified mail, and are not intendedreturn receipt requested, or by overnight delivery service to the address furnished to the Borrower in any way, to define, limit, describe writing by the scope, intent, and language last Lender of this Lease or its provisions. (F) In Bridge Note who shall have furnished an address to the event Lessee remains Borrower in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee writing. Delivery shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all have occurred on the conditions, provisions, and obligations date three (3) days after depositing the notice in the U.S. mail or one (1) day after delivery of this Lease insofar as the same can be applicable such notice to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationreputable overnight delivery service. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices This Note may not be amended or modified, and revision hereto shall not be given to Lessor or Lessee effective, except by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to an instrument in writing executed by the person Borrower and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailHolder. (Bb) The termsAny notice or communication by the Borrower, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure on the one hand, or Holder on the other hand, to the benefit of Lessor other is duly given if in writing and Lessee delivered in Person or mailed by first class mail (registered or certified, return receipt requested), or overnight air courier guaranteeing next day delivery, to the others’ address set forth in Section 1 to this Note. Holder or the Borrower, by notice to the other party, may designate additional or different addresses for subsequent notices or communications. All notices and their respective successorscommunications shall be deemed to have been duly given: at the time delivered by hand, heirsif personally delivered; three Business Days after being deposited in the mail, legal representativespostage prepaid, if mailed; and assignsthe next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. (Cc) Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. (d) The Borrower shall jointly and severally pay to Holder, on demand, all costs of administration, enforcement and collection (including without limitation, any fees, disbursements and other charges of primary and special counsel to Holder) of this Note, whether or not any action or proceeding is brought to enforce the provisions hereof. (e) No failure on the part of Holder to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by Holder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of Holder. (f) Headings at the beginning of each numbered Section of this Note are intended solely for convenience of reference and are not to be deemed or construed to be a part of this Note. (g) This Lease Note may not be sold, transferred or otherwise hypothecated, in whole or in part by the Borrower. Any attempted sale, transfer or hypothecation of this Note in violation of this provision shall be governed null and void. (h) The obligations of the Borrower, including the Obligations, under this Note shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of this Note is rescinded or must be otherwise restored by Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and construed the Borrower agrees that it will indemnify Holder on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by Holder in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. The provisions of this paragraph (h) shall survive the termination of this Note. (i) THIS NOTE SHALL BE GOVERNED AND CONTROLLED AS TO VALIDITY, ENFORCEMENT, INTERPRETATION, CONSTRUCTION, EFFECT AND IN ALL OTHER RESPECTS, INCLUDING, BUT NOT LIMITED TO, THE LEGALITY OF THE INTEREST CHARGED HEREUNDER, BY THE STATUTES, LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO SUCH STATE’S CONFLICTS OF LAWS PRINCIPLES. The Borrower hereby irrevocably consents to the venue and jurisdiction of the federal and state courts located in New York with respect to any proceeding which may be brought in connection with the Note. The Borrower hereby expressly and irrevocably waives the right to a trial by jury in any action or proceeding arising out of this Note. The Borrower waives any and all rights under the laws of the State where of New York to object to the Leased Premises are situate. (D) In jurisdiction of, or the event that commencement of any provision of this Lease shall be held invalid such claim, action or unenforceableproceeding in, no other provisions of this Lease shall be affected by such holding, and all the State courts of the remaining provisions State of this Lease shall continue in full force and effect pursuant to New York or the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession federal courts of the premises herein leased after the expiration State of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises New York as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationhereinabove set forth. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices The parties hereto shall not record this Lease; provided, however, Tenant shall have the right to record a “Memorandum of Lease” in the form attached hereto as Exhibit F-3, the cost and expense of which shall be given paid by Tenant. Notwithstanding the foregoing, the parties expressly acknowledge that Tenant may be obligated to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed file this Lease in its entirety with the Securities and Exchange Commission, and to the person extent required by rules, regulations and/or guidelines of the Securities and address given on Exchange Commission, Tenant shall have the first page hereof. Lessor right and Lessee may, from time authority to time, change these addresses by notifying each other of so file this change in writing. Notices of overdue Rent Lease as may thereby be sent to Lessee by regular, special delivery, or nationally recognized overnight mailrequired. (Bb) Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating between the parties hereto the relationship of principal and agent, partnership, joint venture, or any relationship other than the relationship of landlord and tenant. (c) The terms, conditions and covenants contained in invalidity or unenforceability of any particular provision of this Lease shall not affect the other provisions, and this Lease shall be construed in all respects as if such invalid or unenforceable provision had not been contained herein. (d) Each person executing this Lease represents and warrants that he has been duly authorized to execute and deliver this Lease by the entity for which he is signing, and this Lease is the valid and binding agreement of such entity, enforceable in accordance with its terms. (e) No waiver of any riders covenant or condition or the breach of any covenant or condition of this Lease shall be deemed to constitute a waiver of any subsequent breach of such covenant or condition or justify or authorize a non-observance upon any occasion of such covenant or condition or any other covenant or condition. The acceptance of Rent by Landlord at any time when Tenant is in default of any covenant or condition (except payment of Rent) shall not be construed as a waiver of such default or Landlord’s right to terminate this Lease on account of such default. (f) This Lease and plans attached hereto all of the terms and provisions hereof shall bind and inure to the benefit of Lessor and Lessee and their be binding upon the respective successors, heirs, legal representativesexecutors, administrators, successors and assignsassigns of Landlord and Tenant except as otherwise expressly provided herein. (Cg) Whenever in this Lease a singular word is used, it shall also include the plural wherever required by the context and vice versa. All indemnities set forth herein shall survive the expiration or earlier termination of this Lease for a period of one (1) year. The captions of this Lease are for convenience only and do not in any way limit or alter the terms and conditions of this Lease. All references in this Lease to periods of days shall be construed to refer to calendar, not business, days, unless business days are specified. (h) This instrument contains the entire agreement between the parties hereto with respect to the subject matter hereof. All representations, promises and prior or contemporaneous undertakings between such parties are merged into and expressed in this instrument, and any and all prior agreements between such parties are hereby cancelled. The agreements contained in this instrument shall not be amended, modified, or supplemented except by a written agreement duly executed by both Landlord and Tenant. (i) This Lease shall be governed by and construed under in accordance with the laws of the State where the Leased Premises are situateof Indiana. (Dj) In the event that any provision proceeding or litigation is commenced by either party to enforce the terms of this Lease, then the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and court costs incurred in connection with such proceeding or litigation. (k) The parties hereto hereby agree and consent that the exclusive, proper and preferred venue and personal jurisdiction for and of any claim or cause of action concerning this Lease shall lie in the Vanderburgh County, Circuit or Superior Courts, Evansville, Indiana, or in the United States District Court for the Southern District of Indiana for purposes of disputes concerning or arising under, and enforcement of, this Lease. (l) Landlord and Tenant warrant and represent to each other that they have not had any dealings with any real estate brokers or agents in connection with the negotiation of this Lease. The parties expressly acknowledge that Xxxx Xxxx, who is affiliated with Landlord, is a licensed broker/agent in the State of Indiana, but will not receive a commission or similar fee in connection with this transaction. Each agrees to indemnify and hold the other harmless from any cost, expense, or liability (including reasonable attorney’s fees) for any compensation, commissions, or other charges claimed by any real estate broker or agent employed or claiming to represent any party, respectively, in connection with the negotiation of this Lease. (m) Except to the extent permitted by subpart (a) above, and except for any construction documents, Landlord shall hold in strictest confidence this Lease and all documents, data and information obtained from Tenant in connection with this Lease, whether obtained before or after the date of execution hereof; provided, however, Landlord may disclose this Lease and such documents, data and information to any existing or prospective mortgagee of the Leased Premises and/or prospective purchaser of the Leased Premises, and to its accountants, attorneys and consultants to the extent required to perform any of its obligations hereunder or otherwise require the enforcement hereof. In the event of a breach by Landlord of this covenant, Tenant shall be entitled to immediate injunctive relief restraining Landlord from disclosing, in whole or in part, such confidential information, and to any and all remedies available at law or in equity for such breach. (n) Nothing in this Lease shall be held invalid or unenforceableconstrued to impose an obligation on Tenant to continuing operating within the Leased Premises; provided, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intendedhowever, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee Tenant shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to cease operations within the Leased Premises, visibility, or operations of Tenant shall continue to pay all Rent and perform all obligations hereunder as and when the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement same shall belong solely to Lessoraccrue. (Io) For The term “force majeure” as used in this Lease shall mean any event that either party hereto shall be delayed or hindered in or prevented from the purpose performance of any act required hereunder by reason of strikes, lockouts, loss of key personnel necessary in the performance of material obligations, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or any other reason of a like nature not the fault of the party delayed in performing work or doing any act required under the terms of this Lease, the term "Rent" then performance of such act shall be defined excused for the period of the delay and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay, not to exceed fifteen (15) days in each instance. Notwithstanding the foregoing, the benefit of force majeure to delay the Scheduled Completion Date and/or each Partial Completion Date, as Rent under Article 4the case may be, and any other monetary amounts required by this Lease to shall be paid by Lesseenot be effective unless Landlord shall notify Tenant of such force majeure within two (2) business days after the occurrence.

Miscellaneous Provisions. SECTION 2. Subject to the amendments provided for in this Fifty-fourth Supplemental Indenture, the terms defined in the Original Indenture, as heretofore supplemented, shall for all purposes of this Fifty-fourth Supplemental Indenture have the meanings specified in the Original Indenture, as heretofore supplemented. SECTION 3. The holders of bonds of the Eighty-fifth Series consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of the Eighty-fifth Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (A) All written notices or their duly designated proxies), and only those persons, shall be given entitled to Lessor consent to such amendment, supplement or Lessee by certified mail waiver or nationally recognized overnight mailto revoke any consent previously given, whether or not such persons continue to be holders after such record date. Notices to either party No such consent shall be addressed valid or effective for more than 90 days after such record date. SECTION 4. The Trustee hereby accepts the trusts herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XIX of the Original Indenture shall apply to and form part of this Fifty-fourth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other provisions of this change Fifty-fourth Supplemental Indenture. SECTION 5. Whenever in writing. Notices this Fifty-fourth Supplemental Indenture either of overdue Rent may the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVIII and XIX of the Original Indenture, be sent deemed to Lessee include the successors and assigns of such party, and all the covenants and agreements in this Fifty-fourth Supplemental Indenture contained, by regular, special deliveryor on behalf of the Company, or nationally recognized overnight mail. (B) The termsby or on behalf of the Trustee, conditions and covenants contained in this Lease and any riders and plans attached hereto shall shall, subject as aforesaid, bind and inure to the benefit respective benefits of Lessor the respective successors and Lessee and their respective successorsassigns of such parties, heirs, legal representatives, and assignswhether so expressed or not. (C) This Lease SECTION 6. Nothing in this Fifty-fourth Supplemental Indenture expressed or implied, is intended, or shall be governed by construed to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and construed the holders of the bonds and coupons Outstanding under the laws of the State where the Leased Premises are situate. (D) In the event that Mortgage, any provision right, remedy or claim under or by reason of this Lease shall be held invalid Fifty-fourth Supplemental Indenture or unenforceableany covenant, no other provisions of this Lease shall be affected by such holdingcondition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-fourth Supplemental Indenture contained, by or on behalf of the remaining provisions Company, shall be for the sole and exclusive benefit of this Lease shall continue in full force the parties hereto, and effect pursuant to of the terms hereofholders of the bonds and coupons Outstanding under the Mortgage. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee SECTION 7. This Fifty-fourth Supplemental Indenture shall be deemed to executed in several counterparts, each of which shall be occupying said premises as a tenant from month-to-month, subject to an original and all the conditions, provisions, of which shall constitute but one and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationinstrument. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices 5.1 No Event of Default hereunder by Debtor shall be given deemed to Lessor have been waived by the Secured Party except by a writing to that effect signed on behalf of the Secured Party by an officer thereof and no waiver of any such Event of Default shall operate as a waiver of any such Event of Default shall operate as a waiver of any other Event of Default on a future occasion, or Lessee as a waiver of that Event of Default after written notice thereof and demand by certified mail or nationally recognized overnight mailSecured Party for strict performance of this Agreement. Notices to either party All rights, remedies and privileges of the Secured Party hereunder shall be addressed to the person cumulative and address given on the first page hereof. Lessor not alternative, and Lessee mayshall, from time to timewhether or not specifically so expressed, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor the Secured Party, its successors and Lessee assigns, and their respective successors, heirs, all obligations of the Debtor shall bind its successors and legal representatives, and assigns. (C) This Lease 5.2 Until an Event of Default and expiration of any applicable grace period, the Debtor may retain possession of the Collateral and may use it in any lawful manner not inconsistent with this Security Agreement or with the provisions of any policies of insurance thereon. 5.3 The terms herein shall have the meanings in and be construed under the California Commercial Code and all issues arising hereunder shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that of California. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Lease Agreement shall be held prohibited by or invalid or unenforceableunder applicable law, no other provisions of this Lease such provision shall be affected by ineffective to the extent of such holdingprohibition or invalidity, and all without invalidating the remainder of such provision or the remaining provisions of this Lease Agreement. 5.4 No modification, rescission, waiver, release or amendment of any provision of this Security Agreement shall continue be made except by a written agreement subscribed by Debtor and a duly authorized officer of Secured Party. 5.5 This Security Agreement shall remain in full force and effect pursuant until all of the indebtedness of the Debtor to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4Secured Party, and any other monetary amounts required by this Lease to extensions or renewals thereof shall be paid by Lesseein full.

Miscellaneous Provisions. (Aa) All written notices The parties hereto hereby agree and acknowledge that the Company will be responsible for all fees, expenses, costs and other obligations (including, without limitation, any payment of compensation) incurred with respect to this Letter Agreement; provided that to the extent such fees, expenses, costs, and other obligations are incurred prior to the Closing, such fees, expenses, costs and other obligations shall be given to Lessor paid by Kindred and AmerisourceBergen, with each of Kindred and AmerisourceBergen paying one half of such fees, expenses and costs, and the Company shall reimburse Kindred and AmerisourceBergen for their payment of such fees, expenses and costs at or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to promptly after the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailClosing. (Bb) The termsNo provision of this Letter Agreement may be amended, conditions nor may application of any of its provisions be waived, without the prior written consent of you, AmerisourceBergen, Kindred and covenants contained the Company prior to the Closing, and of you and the Company after the Closing, such written consent to specifically identify the provision(s) of this Letter Agreement that is (are) the subject of the amendment/waiver. (c) This Letter Agreement may be executed in this Lease and any riders and plans attached hereto number of counterparts which together will constitute one agreement. Signatures delivered via facsimile (including, without limitation, by e-mail) shall bind be effective for all purposes. (d) This Letter Agreement will be binding on and inure to the benefit of Lessor our respective successors and Lessee permitted assigns and, in your case, your heirs and their respective successors, heirs, other legal representatives. The rights and obligations described in this Letter Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that AmerisourceBergen and assignsKindred may assign their rights and obligations described in this Letter Agreement to the Company upon the Closing without your consent and the Company may assign its rights and obligations described in this Letter Agreement without your consent to any successor to all or substantially all of the business and assets of the Company (whether by purchase, merger, consolidation or otherwise). In the event of your death or a judicial determination of your incompetence, references in this Letter Agreement to you shall be deemed, where appropriate, to refer to your beneficiaries, estate or other legal representative(s). (Ce) The Company shall, to the full extent permitted by law, indemnify and hold you harmless from and against any liability, damage, claim or expense incurred by reason of any act performed or omitted to be performed by you in connection with your employment with, or services for, the Company, such indemnification to include, without limitation, the advance payment of attorneys fees and other expenses reasonably incurred by you in connection with defending, or otherwise resolving, any claim based on any such act or omission. You shall be covered under any directors’ and officers’ liability insurance policies maintained by or for officers or directors of the Company (or, prior to the Closing, Kindred) on no less favorable a basis than that applying to any of the Company’s officers or directors in general. Your coverage under such policies shall continue during the Term, and for not less than six years thereafter, at the highest level then in effect for any other present or former officer or director of the Company. (f) Except to the extent otherwise provided in Section 12(d) with respect to certain claims for equitable relief, all disputes arising under or related to this Letter Agreement will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be held in the Louisville metropolitan area, as the sole and exclusive remedy of either party. Any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. (g) The Company may withhold from any amounts payable under this Letter Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. (h) The parties agree to use good faith efforts to ensure that this Letter Agreement will be administered in a manner so as to comply with Section 409A of the Code and the guidance thereunder, and to use good faith efforts to amend this Letter Agreement when necessary to avoid “additional tax” under Section 409A of the Code (all in accordance with guidance issued under Section 409A of the Code). (i) All notices under this Letter Agreement will be in writing and will be deemed effective when delivered in person, by courier service, or five days after deposit in the U.S. mail, postage prepaid, for delivery as registered or certified mail, addressed (in the case of you and the Company) to the address set forth below or to such other address as may hereafter be designated by like notice. Notice not delivered to you or the Company in person will be sent as follows: If to you, to your principal home address as is maintained in the Company’s records, with a copy to you, during the Term, at your principal office in Louisville, and a copy to: XXXXXXXX XXXXX, LLP 000 XXXXX XXXXXX XXX XXXX, XX 00000-0000 ATTENTION: XXXXXX X. XXXXXXXX, ESQ. If to the Company, to: SAFARI HOLDING CORPORATION c/o KINDRED HEALTHCARE, INC. 000 XXXXX XXXXXX XXXXXX XXXXXXXXXX, XX 00000 ATTENTION: XXXX X. XXXX with a copy to: SAFARI HOLDING CORPORATION c/o KINDRED HEALTHCARE, INC. 000 XXXXX XXXXXX XXXXXX XXXXXXXXXX, XX 00000 ATTENTION: GENERAL COUNSEL (j) This Lease shall Letter Agreement will be governed by by, and construed under and enforced in accordance with, the laws of the State where the Leased Premises are situateof Delaware without reference to rules relating to conflict of laws. (Dk) This Letter Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral (including any term sheet) among the parties with respect to the subject matter hereof. In the event that of any inconsistency between the provisions of this Letter Agreement and the provisions of any other Company Arrangement, the provisions of this Letter Agreement shall, at your election, control. (l) The headings of the Sections and sub-sections contained in this Letter Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofLetter Agreement. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All written notices shall be given As the operation and creation of the Building and Landlord’s business model contains significant intellectual property and because the ongoing methods of Landlord’s operation are not typical, it is crucial that all parties adhere to Lessor a strict policy of non-disclosure and confidentiality. Furthermore, it is understood that terms of leases differ based on need, use, etc. Consequently, each party agrees to keep confidential the terms of this Lease, including, but is not limited to the Lease Term, Base Rent rates, special provisions, practices, allowances, etc. (b) In the event of any legal proceeding between Tenant and Landlord to enforce any provision of this Lease or Lessee by certified mail or nationally recognized overnight mail. Notices to any right of either party hereto, the unsuccessful party to such legal proceeding shall be addressed pay to the person successful party all costs and address given on expenses, including reasonable attorneys’ fees, incurred therein. To the first page extent permitted by law, Landlord and Tenant hereby waive the right to a jury trial in any legal action or proceeding relating to this Lease. (c) Time is of the essence with respect to the performance of every provision of this Lease. (d) The captions contained in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Lessor and Lessee may, The word “Landlord” means the owner of the Building from time to time, change these addresses by notifying each other and in the event of this change any sale, conveyance or lease of the Building, the transferring Landlord shall be released from all covenants and conditions as Landlord hereunder in writingaccordance with the terms hereof and without further agreement between the parties. Notices No consent of overdue Rent may Tenant shall be sent to Lessee by regularrequired in the event of any such sale, special deliveryconveyance, or nationally recognized overnight maillease of the Building which is made subject to this Lease, or to any sale or conveyance of the Building pursuant to which Landlord leases the Building back from such purchaser or other transferee, in which case this Lease shall remain in full force and effect as a sublease between Landlord, as sublessor and Tenant, as sublessee, so long as Tenant’s rights hereunder are not materially and adversely affected thereby. (Be) The termsThis Lease, any Addenda and the Exhibits attached hereto and incorporated herein contain all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. (f) Upon Tenant paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and covenants contained in provisions on Tenant’s part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire Lease Term hereof, subject to all the provisions of this Lease, as against persons claiming by, through, or under Landlord. (g) No waiver by a party of any provision of this Lease shall be deemed to be a waiver of any other provision hereof or of any subsequent breach by a party of the same or any other provision. Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act of Tenant, whether or not similar to the act so consented to or approved. No act or thing done by Landlord or Landlord’s agents during the Lease Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. The subsequent acceptance of Rent shall not be deemed a waiver of any riders preceding breach by Tenant of any term, covenant or condition of the Lease, other than the failure of Tenant to pay the particular Rent so accepted. (h) If any monthly installment of Base Rent or any payment of Additional Rent is not paid by the 5th day of the month in which it is due, Tenant shall, upon demand, pay Landlord a late charge of 5% of the amount of such installment or payment. Such late charge is to defray the administrative costs and plans attached hereto inconvenience and other expenses which Landlord will incur on account of such delinquency. In addition, any amounts payable to Landlord under this Lease, if not paid in full on or before the due date thereof, shall bind bear interest on the unpaid balance at the interest rate of 15% per annum (the “Interest Rate”). Landlord shall execute a ‘zero tolerance’ policy and recommends early payment or payment by regularly scheduled electronic method to avoid such situations. (i) [Relocation option intentionally omitted]. (j) This Lease shall be binding upon, and inure to the benefit of Lessor and Lessee and the parties hereto, their respective heirs, successors, heirsassigns, legal representatives, executors and assignsadministrators. (Ck) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situatestate of Utah. (Dl) In Tenant shall not operate on the event Premises, and shall not permit any other person to operate on the Premises, any trade or business consisting (1) the operation of any private or commercial golf course, country club, massage parlor, hot tub facility, suntan facility, racetrack or other facility used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises, or (2) farming, as that term is defined in Section 2032A(e)(5)(A) or (B) and Section 45D of the Code, nor shall it enter into any sublease with a tenant which intends to operate any such trade or business on the Premises. Tenant shall comply with the terms of any financing documents related to the Premises and applicable to a lessee of the Premises, including without limitation, all requirements relating to the operation of a “qualified business” under Section 45D of the Code and the Treasury Regulations thereunder upon Landlord’s delivery to Tenant of a copy of each such requirement. Further, no recreational or medical marijuana may be grown or consumed on the Premises or in the Building by Tenant or its employees, guests or invitees. (m) Should any mortgagee or beneficiary under a deed of trust require a modification of this Lease, which modification will not bring about any increased cost or expense to Tenant or will not in any other way adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees to negotiate such amendment in good faith. (n) If Tenant is a corporation or other legal entity, each individual executing this Lease on behalf of said entity represents and warrants that (1) he/she is duly authorized to execute and deliver this Lease on behalf of said entity in accordance with its bylaws or operating agreements; (2) this Lease is binding upon said corporation or entity; and (3) a resolution to that effect in a form reasonably acceptable to Landlord shall be provided immediately upon request. (o) Landlord and all of its partners, shareholders, or members, on the one hand, and Tenant and its partners, shareholders, and members, on the other hand, as the case may be, shall have absolutely no personal liability with respect to any provision of this Lease Lease, or any obligation or liability arising in connection therewith. Tenant shall look solely to the equity in the Building in which the Premises is located, for the satisfaction of any remedies of Tenant in the event of a breach by the Landlord of any of its obligations. Such exculpation of liability shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereofabsolute without any exception whatsoever. (Ep) The Article captions are inserted only Tenant shall be solely responsible for convenience the cost of installation and referencemaintenance of any high-speed cable or fiber optic that Tenant requires in the Premises. Landlord shall provide reasonable access to the Building’s electrical lines, feeders, risers, wiring and are not intendedother machinery to enable Tenant to install high speed cable or fiber optic to serve its intended purpose, if any. All such cabling installed by Tenant shall be subject to Landlord’s prior written approval and shall be tagged by Tenant at their point of entry into the Building, at the terminal end of the cable and in the riser closet indicating the type of cable, the Tenant’s name and the service provided. Installation of cabling and/or low voltage wiring shall be performed by vendors reasonably approved by Landlord in advance of working in the Building. Tenant shall be responsible for the removal of such cabling and fiber optic at the termination or expiration of the Lease Term or the early termination of the Tenant’s right to occupy the Premises. Failure to remove any way, to define, limit, describe abandoned or unused cabling at the scope, intent, and language expiration or termination of this Lease or its provisionsthe early termination of Tenant’s right to occupy the Premises will be deemed to be a holdover under this Lease. In the event Tenant fails to remove such cabling as set forth herein, Landlord may, but shall not be obligated to, remove such cabling, all at Tenant’s sole cost and expense. (Fq) In Any agreement by Landlord for free or abated rent or other charges applicable to the event Lessee remains in possession Premises, or for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant’s entering into this Lease, including, but not limited to, any rent abatement, free rent, tenant finish allowance, free parking or commissions, all of which concessions are hereinafter referred to as “Inducement Provision” shall be deemed conditioned upon Tenant’s full and faithful performance of all of the premises herein leased after terms, covenants and conditions of the expiration Lease to be performed or observed by Tenant during the term hereof as the same may be extended. Upon the occurrence of an uncured act of default by Tenant, any such Inducement Provision shall automatically be deemed deleted from the Lease and of no further force or effect, and any Rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Landlord under such an Inducement Provision shall be immediately due and payable by Tenant to Landlord, and recoverable by Landlord, as Additional Rent due under the Lease. The acceptance by Landlord of Rent or the cure of the act of default by Tenant which initiated the operation of this Lease subparagraph shall not be deemed a waiver by Landlord of the provisions of this subparagraph unless specifically so stated in writing by Landlord at the time of such acceptance. (r) Upon periodic request from Landlord (but not more often than once per calendar quarter), Tenant shall report the number of people employed by Tenant at the Premises. This is needed so Landlord can deliver accurate data to local, state and/or federal authorities as it relates to Landlord’s certification of the number of small and without large businesses in occupying of the Building. Further, within ten (10) business days after Landlord’s request, but not more than once per year, Tenant shall deliver to Landlord the then current financial statements of Tenant, which statements shall be certified by an officer of Tenant to be true and accurate. The terms and conditions of this Paragraph shall not be applicable if Tenant reports its financial condition to the United States Securities and Exchange Commission or if the financial statements of Tenant are readily available to the public. Landlord shall only request such financial statements for a legitimate business purpose, such as if requested by a prospective lender or purchaser, if Tenant is in default, if Tenant requests a consent to assignment or subletting, or if Tenant requests Landlord to subordinate its lien. Any such financial statements obtained by Landlord shall be kept strictly confidential and Landlord shall not disclose the same to any person or entity other than its attorneys, accountants, lenders, equity partner(s), brokers, management agents, or, subject to the execution of a new lease confidentiality and without Lessor's written permissionnon-disclosure agreement reasonably acceptable to Tenant, Lessee shall be deemed to be occupying said premises as others with a tenant from month-to-month, subject to all legitimate business interest in Landlord or the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationBuilding. (Gs) If any installment of Rent (whether lump sumSHOULD LANDLORD AND TENANT MUTUALLY AGREE IN WRITING TO RELOCATE TENANT WITHIN THE BUILDING PURSUANT TO TENANT REQUEST, monthly installmentsTENANT SHALL PAY LANDLORD A FEE OF $500.00. ADDITIONALLY, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when dueTENANT SHALL REIMBURSE LANDLORD FOR ACTUAL REASONABLE COSTS INCURRED BY LANDLORD, or non-monetary default shall remain uncured after the expiration of any applicable cure periodINCLUDING BUT NOT LIMITED TO REPAINTING, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installmentREPAIRING THE ORIGINAL PREMIESS, interest and all accrued late charges are paid in full or such non-monetary default is curedRELOCATING SIGNAGE AND ANY OTHER FEES INCURRED. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. a) It is agreed that the City shall make available to the Consultant previously prepared planning studies, reports and related information and data which would be useful to the Consultant in carrying out the work program herein set forth. b) The Consultant represents that it has paid occupation tax in the City or provided evidence that it is otherwise exempt. c) Upon execution of this Agreement, the Consultant will provide a copy of its Workers' Compensation certificate to the City or evidence that it is otherwise exempt. d) Upon execution of this Agreement, the Consultant will provide proof that it maintains or carries in-force Liability Insurance in the amount of Two Hundred Fifty Thousand Dollars (A$250,000.00). This insurance policy shall also designate the City as an additional insured. This insurance is non-cancelable during the duration of this Agreement. Cancellation of this insurance will be considered a material breach of this Agreement. e) All The Consultant shall furnish the City with evidence that it is insured against professional errors and omissions in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and shall further provide to the City a certificate from its insurer that said insurance will not be diminished, canceled, or terminated absent sixty (60) days’ advance written notices notice to the City by registered mail. Said insurance shall be given provided by an insurance company authorized to Lessor do business in the State of Georgia and said insurance shall remain in effect for a period of three (3) years after termination of this Agreement. f) This Agreement will terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligation of the City under this Agreement. g) The Agreement obligates the City only for sums payable during the calendar year of execution, or Lessee in the event of a renewal by certified mail the City, for the sums payable for the individual calendar year renewal term. h) This Agreement in no way is deemed to create a debt incurred by the City for the payment of any sum beyond the calendar year of execution or, in the event of a renewal, beyond the calendar year of such renewal. i) Determination of satisfactory performance of the terms of this Agreement rests in the sole reasonable discretion of the supervisory personnel selected by the City. j) The Consultant acknowledges that it is solely an independent contractor and the Consultant is not an employee of the City and is not entitled to any employment rights or nationally recognized overnight mailbenefits from the City. Notices to either party Because of the Consultant's independent contractor status, no tax withholding shall be addressed made from the Payments contemplated by Section 3 hereof. The Consultant agrees to indemnify the City for any tax liabilities or penalties it may incur by reason of the Consultant's performance hereunder. If the Consultant shall be deemed to be an employee of the City for any purpose, the Consultant shall indemnify and hold the City harmless from and against any and all liabilities, costs, and expenses that the City may incur by reason thereof, including, but not limited to, attorney's fees and penalties. k) Employees, aides, staff, helpers, or any person who receives any form of consideration for services or who performs any services towards the execution of this Agreement are deemed to be the sole responsibility of the Consultant for the purposes of all Workers' Compensation and insurance claims. The City reserves the right to superintend the performance of this Agreement only to the extent that the desired results are obtained. No recommendation or requirement in this Agreement should be deemed to obligate the City under the Workers' Compensation Act to insure the Consultant's employees, aides, staff, helpers or any person who receives any form of consideration for services or who performs any services towards the execution of this Agreement on behalf of the Consultant. l) This Agreement constitutes the entire Agreement and address given on understanding among the first page hereofparties hereto and supersedes and revokes any prior agreement or understanding relating to the subject matter of this Agreement. Lessor No change, amendment, or attempted waiver of any of the provisions hereof shall be binding upon the other parties unless reduced to writing and Lessee maysigned by all parties hereto. m) Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against the City. n) Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Consultant. This Agreement shall not restrict the City from acquiring similar, equal or like services from other entities or sources. o) The Consultant agrees to indemnify, hold harmless, and defend the City, its officers, boards, commissions, and employees, from time and against any liability, claims, damages, fines, penalties, costs, and expenditures (including reasonable attorney’s fees and costs of litigation defense and/or settlement) arising out of the Consultant's work under this Agreement and/or the Consultant failure to timecomply with the terms set forth in this Agreement. The Consultant further agrees to indemnify, change these addresses hold harmless, and defend the City, its officers, boards, commissions, and employees, from and against any claims by notifying each other employees, aides, staff, or helpers of the Consultant or any person who performs any services for the Consultant under this change Agreement in writingconnection with the work performed under this Agreement. p) The Consultant agrees that it will comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes in the performance of its obligations under this Agreement. Notices The Consultant further agrees to indemnify, hold harmless, and defend the City, its officers, boards, commissions, and employees from and against any liability, claims, damages, fines, penalties, costs, and expenditures (including reasonable attorney's fees and costs of overdue Rent litigation defense and/or settlement) that may be sent to Lessee sustained by regularreason of the failure of the Consultant or its employee(s), special deliveryagent(s), aide(s), staff, or nationally recognized overnight mailhelper(s) or any person who performs any services for the Consultant under this Agreement to comply with any laws, ordinances, regulations, and codes. (Bq) The termsConsultant shall participate in the federal work authorization program throughout the contract period, conditions as provided in O.C.G.A. §13-10-91. The Consultant shall be required to, at the time of the contract, provide a signed, notarized affidavit, attesting that it has registered with, is authorized to use, and covenants contained uses the federal work authorization program; it will continue to use the federal work authorization program throughout the contract period; and it will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit containing the above information. Further, to the extent that a subcontractor is utilized, the subcontractor's federal work authorization program user identification number and the date of authorization shall be included in the affidavit. r) Any notices or communications required or permitted hereunder shall be sufficiently given if sent by Registered or Certified Mail, Return Receipt Requested, postage prepaid, addressed as follows: As to the Consultant: B+C Studio 0000 Xxxxxxxxx Xxxxxxxxxx Blvd Suite a1400 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx As to the City: City of Hapeville, Georgia 0000 X. Xxxxxx Avenue Hapeville, Georgia 30354 Attn: City Manager s) The captions used in this Lease Agreement are inserted for convenience only and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsnot constitute part hereof. (Ct) This Lease Agreement shall be governed by and construed under in accordance with the laws of the State where of Georgia. The venue for any legal action to enforce this Agreement shall be in the Leased Premises are situateSuperior Court of Xxxxxx County, Georgia. (Du) In If any of the event that any provision provisions of this Lease shall Agreement are held to be held invalid invalid, illegal, or unenforceable, no other provisions of this Lease shall be affected by such holdingthe validity, legality, and all enforceability of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease way be affected or its provisionsimpaired thereby. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. 8.1 Without affecting the liability of Mortgagor, or any other person (A) All written notices shall be given except any person expressly released in writing), for payment of the debt secured hereby or for the performance of any obligations secured by this Mortgage, and without affecting the lien or other rights of Mortgagee with respect to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person any Mortgaged Property not expressly released in writing, Mortgagee at any time, and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses either before or after maturity of the Note, and without notice or consent, may: 8.1.1 Release any person liable for payment of the indebtedness secured hereby or for the performance of any obligation secured hereby; 8.1.2 Make any agreement extending the time, or otherwise altering the terms of payment of the indebtedness secured hereby, or modifying or waiving any obligation secured hereby, or subordinating, modifying or otherwise dealing with the lien securing payment of the indebtedness secured hereby; 8.1.3 Exercise or refrain from exercising or waive any right Mortgagee may have; 8.1.4 Accept additional security of any kind for the indebtedness secured hereby; and 8.1.5 Release or otherwise deal with any property, real or personal, securing the indebtedness secured hereby, including all or any part of the Mortgaged Property. 8.2 In the event that Mortgagor conveys its interest in the Mortgaged Property to parties not appearing in this Mortgage (without implying any right of Mortgagor to do so without Mortgagee's written consent), Mortgagee may, without notice to Mortgagor, deal with such successor or successors in interest with reference to this Mortgage and the Note secured hereby, either by notifying each way of forbearance on the part of Mortgagee or extension of the time of payment of the debt or any sum hereby secured, without in any way modifying or affecting the conveyance under this Mortgage or the original liability of Mortgagor or any other party on the Note secured hereby, either in whole or in part. 8.3 All payments on the debt and advancements, if any, hereby secured shall be applied, first to advancements, if any, in the order of maturity, and second, to the payment of the indebtedness evidenced by the Note hereinabove described and secured hereby and other sums owed under the terms of the Loan Agreement and the other Loan Documents in such manner as Mortgagee shall deem appropriate. Proceeds from foreclosure sales and insurance proceeds or condemnation awards shall be applied in the same manner after payment of all costs and expenses of sales, including reasonable attorney's and auctioneer's fees actually incurred. 8.4 At any time and from time to time until payment of the indebtedness secured hereby and upon request of Mortgagee, Mortgagor will promptly execute and deliver to the Mortgagee such additional instruments as may be reasonably required to further evidence the lien of this change Mortgage and further to protect the security position of this Mortgagee with respect to the property subject to this Mortgage. 8.5 In the event of any sale of the Mortgaged Property under the provisions hereof Mortgagor shall forthwith surrender possession thereof to the purchaser. Upon failure to do so, Mortgagor shall thereupon be a tenant at sufferance of such purchaser, and upon its failure to surrender possession of the Mortgaged Property upon demand, such purchaser, his heirs or assigns shall be entitled to institute and maintain an appropriate action for possession of the Mortgaged Property. 8.6 Upon performance in writing. Notices full of overdue Rent may the obligations secured hereby, this Mortgage shall become null and void and shall be released by Mortgagee at Mortgagor's expense. 8.7 In case any one or more of the provisions contained in the Note or in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof or thereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been included. 8.8 All notices, requests, demands, consents or other communications given hereunder or in connection herewith shall be in writing and shall be sent to Lessee by regular, special delivery, or nationally recognized overnight mailas provided in the Loan Agreement. 8.9 Mortgagee and its agents may enter and inspect the Mortgaged Property during usual business hours after reasonable prior notice. 8.10 It is the intent of the parties hereto that this Mortgage shall constitute a security agreement within the meaning of the Code with respect to all fixtures and personal property above referred to and all replacements thereof, substitutions therefor or additions thereto (B) The termssaid property being sometimes hereinafter referred to as the "Personalty"), conditions and covenants contained in this Lease and any riders and plans attached hereto that a security interest shall bind and inure to attach thereto for the benefit of Lessor Mortgagee to secure the indebtedness evidenced by the Note and Lessee and their respective successors, heirs, legal representativessecured by this Mortgage, and assignsall other sums and charges that may become due hereunder or thereunder. Mortgagor hereby authorizes Mortgagee to file financing and continuation statements with respect to the Personalty without the signature of Mortgagor whenever lawful. Upon the occurrence and during the continuation of an Event of Default and to the extent permitted by law, Mortgagee shall have the option of proceeding as to both real and personal property in accordance with its rights and remedies in respect of the real property comprising the Mortgaged Property, in which event the default provisions of the Code shall not apply. The parties agree that in the event Mortgagee elects to proceed with respect to the Personalty separately from the real property, five (5) days' notice of the sale of the Personalty shall be reasonable notice. Mortgagor agrees that, without the written consent of Mortgagee, Mortgagor will not remove or permit to be removed from the Mortgaged Property any of the Personalty unless the same is immediately replaced with unencumbered fixtures or articles of personal property, as the case may be, of a quality and value equal or superior to those which they replace. All such replacements, renewals and additions shall become and be immediately subject to the security interest of this Mortgage and be covered hereby. (C) 8.11 Mortgagor, to the extent reasonably within its control, will preserve and renew all rights of way, easemnets, grants, priveleges, licenses and franchises reasonably necessary for the use of the Mortgaged Property from time to time and will not, without the prior consent of the Mortgagee initiate, join in or consent to any private or restrictive covenant or other public or private restriction as the use of the Motgaged Property. Mortgager shall, however, comply with all restrictive covenants that may at any time affect the Mortgaged Property, zoning ordinances and other public or private restrictions as to the use of the Mortgaged Property. 8.12 If at any time any governmental body shall impose a stamp, documentary or other similar tax on the Note, this Mortgage, the indebtedness secured hereby or the income generated therefrom, or any modification, amendment, extension or consolidation of either thereof, Mortgagor will pay the same promptly after demand by Mortgagee, but in any event prior to the due date thereof, and furnish evidence of such payment to Mortgagee. 8.13 This Lease Mortgage shall insure and bind the successors and assigns of the parties hereto, and shall be governed so construed that whenever applicable with reference to any of the parties hereto, the use of the sungular number shall include the plural number, the use of the plural number shall include the singular number, the use of the masculine gender shall include the feminine gender, and shall likewise be so construed as applicable to and including a partneship or partneerships, corporation or corporations or any other entity that may be a part or parties hereto. This Mortgage may not be waived, changed or discharges orally, but only in ana greemenx xn writing signed by the party against whom any waiver, charge or discharge is sought. 8.14 It is understood and construed under agreed that the validity, construction and interpretation of this Mortgage will be in accordance with the laws of the State where the Leased Premises are situateof Massachusetts. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices Section 24.01. If any provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid of unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be given valid and be enforceable to Lessor the fullest extent permitted by law. Section 24.02. Tenant hereby waives any right to interpose any counterclaim in any proceeding commenced by Landlord for nonpayment of the rent or Lessee additional rent hereunder. Section 24.03. The failure of Landlord or Tenant to complain of any act or omission on the part of the other party or to take any action in response to such act or omission, no matter how long the same may continue, shall not be deemed to be a waiver by certified mail said party of any of its rights hereunder. No waiver by Landlord or nationally recognized overnight mail. Notices to either party Tenant at any time, express or implied, of any breach of any provision of this Lease shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other deemed a waiver of a subsequent similar breach or a different breach of any provision of this change in writing. Notices Lease or a consent to any subsequent breach of overdue Rent may be sent to Lessee by regular, special delivery, the same or nationally recognized overnight mailany other provision. (B) Section 24.04. This Lease constitutes the entire agreement of the parties hereto and may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. Section 24.05. The termscovenants, agreements, provisions and conditions and covenants contained in of this Lease and any riders and plans attached hereto shall bind be binding upon and inure to the benefit of Lessor the successors and Lessee assigns of Landlord and their respective successors, heirs, legal representatives, and assignsTenant. (C) Section 24.06. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises by reason of the fact that the same person acquires or holds, directly or indirectly, this Lease or the leasehold estate hereby created or any interest herein or in such leasehold estate, as well as the fee estate in the Premises or any interest in such fee estate. Section 24.07. This Lease shall be governed by and construed under and enforced in accordance with the laws of the State where the Leased Premises are situateof New Jersey. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices a. No amendment hereunder shall be given to Lessor or Lessee effective unless in writing signed by certified mail or nationally recognized overnight mail. Notices to either party the Borrower and the Lender and no waiver hereunder shall be addressed effective unless in writing, signed by the party to be charged. Neither the person and address given failure on the first page hereofpart of the Lender in exercising any right or remedy, nor any single or partial exercise of any other right or remedy, shall operate as a waiver. Lessor The acceptance by the Lender of any payment hereunder which is less than payment in full of all amounts due and Lessee maypayable at the time of such payment shall not constitute a waiver of the right to exercise any of the options hereunder at that time or at any subsequent time. b. The Borrower hereby waives diligence, from time to timepresentment, change these addresses by notifying each demand for payment, notice of dishonor, notice of non-payment, protest, notice of protest, and any and all other demands in connection with the delivery, acceptance, performance, default or enforcement of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailBridge Note. (B) c. The terms, conditions terms and covenants contained in this Lease and any riders and plans attached hereto provisions hereof shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representativesof, and assigns. (C) be binding upon, the respective successors and assigns of the Borrower and Lender. This Lease Bridge Note shall be governed by and construed under and enforced in accordance with the laws of the State where the Leased Premises are situateof Minnesota without giving effect to such state's choice of law principles. (D) In d. No recourse for the event payment of the principal of or any interest on this Bridge Note, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Borrower in any Bridge Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, officer or director as such, past, present or future, of the Borrower or of any successor corporation either directly or through the Borrower or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. e. The Borrower covenants that any provision all Conversion Securities that may be issued upon the conversion of this Lease shall Bridge Note, if equity, will, upon payment and issuance, be held invalid duly authorized and issued, fully paid and nonassessable shares of the Borrower's capital stock. f. Upon receipt by the Borrower of evidence reasonably satisfactory to it of the loss, theft, destruction or unenforceablemutilation of this Bridge Note, no other and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Borrower of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Bridge Note, if mutilated, the Borrower will make and deliver a new Bridge Note of like tenor and dates as of such cancellation, in lieu of this Bridge Note. g. This Bridge Note has been issued pursuant to and is subject to the terms and provisions of this Lease shall be affected by such holdingthat certain Bridge Loan and Investment Agreement of even date herewith between the Borrower and the Lender, the terms and all of the remaining provisions of this Lease shall continue in full which are incorporated herein by reference with the same force and effect pursuant as if fully set forth herein. To the extent the terms of the Bridge Note and the Bridge Loan and Investment Agreement are inconsistent, the terms of this Bridge Note shall control. h. All notices and other communications shall be by certified mail, return receipt requested, or by overnight delivery service to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, address furnished to the Borrower in any way, to define, limit, describe writing by the scope, intent, and language last Lender of this Lease or its provisions. (F) In Bridge Note who shall have furnished an address to the event Lessee remains Borrower in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee writing. Delivery shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all have occurred on the conditions, provisions, and obligations date three (3) days after depositing the notice in the U.S. mail or one (1) day after delivery of this Lease insofar as the same can be applicable such notice to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationreputable overnight delivery service. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices Notices and demands required, or permitted, to be sent to those listed hereunder shall be sent by certified mail, return receipt requested, postage prepaid, by facsimile (with courtesy hard copy to follow by any other means listed herein), or by Federal Express or other reputable overnight courier service and shall be deemed to have been given to Lessor upon the date the same is postmarked (if sent by certified mail), the day transmitted (if by fax), or Lessee the day deposited with Federal Express or such other reputable overnight courier service, but shall not be deemed received until the earlier of actual receipt, the day of transmittal by fax evidenced by confirmation of successful transmittal by the transmitting fax machine), or three (3) days following deposit in the United States Mail if sent by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person address or fax number (as applicable) and address given party shown on the first page hereofhereof or at such other address requested in writing by either party upon thirty (30) days notice to the other party. Lessor Notice and Lessee may, from time cure periods throughout this Lease commence the date notice is deemed to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailhave been received. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Base Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Lessor shall have the right to charge Lessee a late charge for Rent unpaid (whether lump sum, monthly installmentsinstallment, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when dueas follows. Late charges, or non-monetary default shall remain uncured after in the expiration amount of any applicable cure period, Lessor shall have the right to charge Lessee a late charge greater of $250.00 per month 100.00 or Five Percent (5%) of such unpaid amounts of Rent, for each month that any amount of failure to pay Rent installment remains unpaid or non-monetary default when due shall go uncured after accrue on the first such occurrence failure to pay Rent when due in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after Lease Year from the first date beyond the expiration of any applicable cure period if not cured prior thereto, and continue until said installment, interest for any failure thereafter to pay Rent within three (3) business days after it was due and all accrued late charges are paid in full or such non-monetary default is curedpayable. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not in Lessee's reasonable opinion materially and adversely interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for restore the purposes for which it was leasedLeased Premises to substantially the same condition prior to the conveyance, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of such an easement after payment of any costs incurred by Lessor in connection with such easement shall belong solely to be equitably divided between Lessor and Lessee, but in no event shall Lessee's portion exceed one-half of the net proceeds after reimbursement of Lessor's costs associated therewith. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee. (J) Lessee agrees to cooperate with Lessor to allow Lessor to obtain and use at Lessor's expense promotional photographs of the Leased Premises, to the extent permitted by Lessee's franchisor or licensor, and subject to Lessee's reasonable internal policies regarding protection of trade secrets and conceptual design. (K) Wherever in this Lease Lessor or Lessee is required to give its consent or approval, unless stated otherwise specifically to the contrary, such consent or approval shall not be unreasonably withheld, conditioned, or delayed. (L) Neither Lessor nor Lessee shall be responsible to the other party for any delay, damage, or failure caused by or occasioned by a Force Majeure Event; provided, however, that a Force Majeure Event shall in no event excuse the Lessee from the payment of Rent or any other payment of money by Lessee required under this Lease. As used in this Lease, "Force Majeure Event" includes: acts of God, action of the elements, warlike action, insurrection, revolution, or civil strife, piracy, civil war or hostile action, strikes, acts of public enemies, federal or state laws, rules, and regulations of any governmental authorities having jurisdiction in the Leased Premises, beyond the control of either party. Force Majeure Event shall not include a delay, damage, or failure the cure of which may be effected by the expenditure of funds at then current market prices. Delays (in no event to exceed 210 days) due to a Force Majeure Event shall not be deemed to be a breach or failure to perform under this Lease. Neither Lessor nor Lessee shall be required against its will to adjust any labor or similar disputes except in accordance with applicable law.

Miscellaneous Provisions. (A) 5.1 All written notices the covenants, stipulations, promises and agreements contained in this Guaranty by or on behalf of Guarantor are for the benefit of Lender, its successors or assigns and shall bind Guarantor, and Guarantor's heirs, executors, personal representatives, successors and assigns. Lender, without notice of any kind, may sell, assign or transfer the Loan Documents, and in such event each and every immediate and successive assignee or transferee thereof may be given the right by Lender to enforce this Guaranty in full, by suit or otherwise, for its own benefit. Guarantor agrees for the benefit of any such assignee or transferee that Guarantor's obligations hereunder shall not be subject to any reduction, abatement, defense, set-off, counterclaim or recoupment for any reason whatsoever. 5.2 All notices, requests or demands required or permitted to be given hereunder shall be given to Lessor in writing, and shall be deemed effective (a) upon hand delivery, if hand delivered; (b) one (1) Business Day after such are deposited for delivery via Federal Express or Lessee by certified mail or other nationally recognized overnight courier service; or (c) three (3) Business Days after such are deposited in the United States mails, certified or registered mail. Notices , all with delivery charges and/or postage prepaid, and addressed as shown below, or to either party shall be addressed such other address as the person being noticed may have designated in a notice given to the person and address sought to be charged with the effect thereof. Written notice may be given by telecopy to the telecopier number shown below or to such other telecopier number as the person being noticed may have designated in a notice given to the person sought to be charged with the effect thereof, which notice shall be effective on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other day of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to receipt if received during the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessorrecipient's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due normal business hours on the last month prior to day of receipt or otherwise on the next Business Day; provided that such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) notice shall not be paid when duedeemed effective unless not later than the next Business Day, a copy of such notice is hand-delivered or non-monetary default shall remain uncured after deposited for delivery via courier or in the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence United States mails in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere accordance with the access to the Leased Premises, visibility, or operations of the business of Lesseerequirements set forth above. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, As used herein the term "RentBusiness Day" shall be defined as Rent under Article 4means a day other than a Saturday, and any other monetary amounts a Sunday, a national holiday, or a day on which banks in Phoenix, Arizona are required by this Lease to be paid by Lessee.closed. The notice addresses and telecopy numbers for Guarantor and Lender are:

Miscellaneous Provisions. (Aa) All written notices PEDEVCO shall render to Senior Creditor upon demand, from time to time, statements of the Subordinated Indebtedness and shall give Senior Creditor access to its books for the purpose of examining the state of the accounts of Junior Creditors with PEDEVCO. (b) Except as set forth in this Agreement, each Junior Creditor waives any and all notice of the acceptance of this Agreement or of the creation, renewal, extension or accrual, present or future, of any of the Senior Indebtedness, or of the reliance of Senior Creditor on this Agreement. Each Junior Creditor hereby waives all presentment for payment, protest and notice of non-payment and protest of negotiable instruments to which such Junior Creditor may be given a party. Each Junior Creditor consents that, without notice to Lessor or Lessee further assent by certified mail such Junior Creditor, the liability of PEDEVCO or nationally recognized overnight mail. Notices of any other party for or upon the Senior Indebtedness may from time to either party shall time, in whole or in part, be addressed renewed, extended, modified, prematured, compounded, or released by Senior Creditor, as it may deem advisable, that any of the collateral subject to the person and address given on the first page hereof. Lessor and Lessee Senior Creditor’s security interest may, from time to time, change these addresses in whole or in part, be exchanged, sold, impaired, released, declined or surrendered by notifying each other Senior Creditor, as it may deem advisable, and that any deposit, balance or balances to the credit of PEDEVCO may, from time to time, in whole or in part, be surrendered or released by Senior Creditor to PEDEVCO, as Senior Creditor may deem advisable, all without impairing or in any way affecting the subordination contained in this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailAgreement. (Bc) The termsThis Agreement shall be binding upon Senior Creditor, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee each Junior Creditor, PEDEVCO and their respective successors, heirsendorsees, legal representativestransferees and assigns, and shall inure to the benefit of, and be enforceable by, Senior Creditor and each Junior Creditor and their respective successors, endorsees, transferees and assigns. (Cd) This Lease An Event of Default shall have occurred under the Senior Creditor Agreements in the event of a breach by either PEDEVCO or any Junior Creditor in the performance of any of the terms of this Agreement, or if any representation or warranty of PEDEVCO or any Junior Creditor hereunder shall prove to be materially false. No failure or delay on the part of Senior Creditor in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of such right, power or remedy preclude any other right, power or remedy hereunder. No amendment, modification, termination or waiver of any provision of this Agreement nor consent to any departure therefrom, shall in any event be effective unless the same shall be governed in writing making explicit reference to this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand in any case shall entitle the recipient to any other or further notice or demand in similar or other circumstances. (e) All notices, requests and other communications pursuant to this Agreement shall be in writing and delivered by hand, overnight delivery service or telecopier (at the telecopier number set forth below) addressed to Senior Creditor or a Junior Creditor (as the case may be) at its address set forth on the signature page hereof, or at such other address as any may give notice to the others as herein provided. Any notice, request or communication hereunder shall be deemed to have been given (i) in the case of delivery by overnight delivery service, one (1) day after its deposit with a reputable overnight delivery service, postage prepaid, (ii) in the case of delivery by hand, when delivered, or (iii) in the case of delivery by telecopier, when transmitted and construed receipt confirmed by the sender obtaining a printed confirmation that the entire document has been properly transmitted to recipient, provided such transmission is followed by delivery of such notice, request or communication pursuant to clause (i) or (ii) above; provided, however, that notice of a change of address, telephone number or telecopier number shall be deemed to have been given only when actually received by the party to which it is addressed. (f) If any of the provisions of this Agreement shall contravene or be held invalid under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of jurisdiction, this Lease Agreement shall be held invalid or unenforceableconstrued as if not containing such provisions and the rights, no other remedies, warranties, representations, covenants and provisions of this Lease hereof shall be affected by construed and enforced accordingly in such holding, jurisdiction and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains manner affect such provision in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installmentsother jurisdiction, or any other monetary amounts required by provision in this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence Agreement in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedjurisdiction. (Hg) Any Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of the Leased Premises may be conveyed by Lessor hereof for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorother purpose. (Ih) For In all references herein to any parties, persons, entities or corporations, the purpose use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of this LeaseAgreement may require. (i) This Agreement may be executed in counterparts, the term "Rent" each of which when so executed and delivered shall be defined an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this document by facsimile shall be effective as Rent under Article 4, and any other monetary amounts required by delivery of a manually executed counterpart of this Lease to be paid by Lesseedocument.

Miscellaneous Provisions. WORDING IN BOLD PRINT, IN ANY OF THE FOLLOWING SECTIONS OF THIS ARTICLE, APPLIES ONLY TO EMPLOYEES WHOSE POSITION IS NOT REGULATED BY THE TEACHERS’ TENURE ACT A. When regular teachers are requested by the administration to substitute within the school day, the substitute should be qualified in the field. Substitute teaching will be offered to teachers on a regular rotating basis depending on availability. Whenever possible, the teacher is to be asked at least one (A1) All written notices hour before the class. He/she has the right to refuse and will not be penalized in any way. B. The Association shall be given duly advised by the Board of fiscal, budgetary, and tax programs affecting the District; and the Association shall whenever feasible have the opportunity in advance to Lessor consult with the Board with respect thereto prior to publication. C. This Agreement shall supersede any rules, regulations, or Lessee by certified mail or nationally recognized overnight mail. Notices to either party practices of the Board which shall be addressed contrary to or inconsistent with its terms. It shall likewise supersede any contrary or inconsistent terms contained in any individual teacher’s contracts heretofore in effect. All future individual teacher contracts shall be made expressly subject to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other terms of this change in writingAgreement. Notices The provisions of overdue Rent may this Agreement shall be sent to Lessee by regular, special delivery, or nationally recognized overnight mailincorporated into and be considered part of the established policies of the Board. D. THE BOARD AGREES THAT IN THE EVENT THE LEGISLATURE REPEALS PUBLIC ACT NO. 4 OF THE EXTRA SESSION OF 1937, AS AMENDED, A BARGAINING UNIT MEMBER HAVING SUCCESSFULLY SERVED TWO (B2) The termsFULL YEARS OF MORE IN THIS DISTRICT, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successorsCAN OBTAIN BINDING ARBITRATION UPON A DISPUTE FOR DISCHARGE OR DEMOTION IN THE BARGAINING UNIT MEMBER POSITION. IN THE EVENT THAT THE PARTIES CANNOT AGREE ON AN ARBITRATOR WITHIN TEN (10) DAYS AFTER THE ASSOCIATION HAS DECIDED TO PROCEED TO ARBITRATION, heirs, legal representatives, and assignsA REQUEST FOR APPOINTMENT OF AN ARBITRATOR WILL BE SUBMITTED TO THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THIS CONTRACT ONLY. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that E. If any provision of this Lease Agreement or any application of the Agreement to any employee or group of employees or to the District shall be held invalid found contrary to law, then such provision or unenforceableapplication shall not be deemed valid and subsisting except to the extent permitted by law, no but all other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease or applications shall continue in full force and effect pursuant to the terms hereofeffect. (E) The Article captions are inserted only for convenience F. Solicitors of non-educational materials and reference, and supplies are not intended, to be permitted to solicit teachers in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisionsschool during the school day. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionG. When schools do not open to children due to inclement weather, Lessee shall be deemed to be occupying said premises as a tenant from month-to-monthfires, subject to all the epidemics, mechanical breakdowns, or health conditions, provisionsteachers are not expected to report for duty. When schools are closed due to inclement weather, and obligations of this Lease insofar as the same can be applicable teachers are not expected to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due remain on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month duty for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.more than fifteen

Miscellaneous Provisions. (Aa) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed This Agreement represents the entire understanding and agreement between the parties with regard to the person matters addressed herein, and address given on the first page hereof. Lessor will supersede and Lessee may, from time cancel any prior agreements with regard to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailsuch matters. (Bb) The termsIf there is any conflict or inconsistency between the terms of the Regulatory Agreement and the terms of this Agreement, conditions then the terms of this Agreement will control. (c) This Agreement will be binding upon and covenants contained in this Lease and any riders and plans attached hereto shall bind and will inure to the benefit of Lessor the respective legal successors and Lessee and their respective successorspermitted assigns of the parties to this Agreement, heirswhich will include with regard to the Governmental Entity any permitted successor or assign of the Governmental Entity under or pursuant to the terms of the Regulatory Agreement and, legal representativeswith regard to Lender, and assignsany subsequent holder of the Project Note. Except for Funding Lender, no other party will be entitled to any benefits hereunder, whether as a third-party beneficiary or otherwise. (Cd) If any one or more of the provisions contained in this Agreement, or any application of any such provisions, is invalid, illegal, or unenforceable in any respect, the validity, legality, enforceability, and application of the remaining provisions contained in this Agreement will not in any way be affected or impaired. (e) Each notice, request, demand, consent, approval or other communication (collectively, “Notices,” and singly, a “Notice”) which is required or permitted to be given pursuant to this Agreement will be in writing and will be deemed to have been duly and sufficiently given if (i) personally delivered with proof of delivery (any Notice so delivered will be deemed to have been received at the time so delivered), or (ii) sent by a national overnight courier service (such as FedEx) designating earliest available delivery (any Notice so delivered will be deemed to have been received on the next Business Day following receipt by the courier), or (iii) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any Notice so sent will be deemed to have been received on the date of delivery as confirmed by the return receipt), addressed to the respective parties as follows: If to Governmental Entity: [Name] [Address] Attention: Facsimile: Telephone: If to Lender: [Name] [Address] Attention: Facsimile: Telephone: If to Funding Lender: [Name] [Address] Attention: Facsimile: Telephone: If to Borrower: [Name] [Address] Attention: Facsimile: Telephone: Any party, by Notice given pursuant to this Section, may change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its Notices, but Notice of a change of address will only be effective upon receipt. Neither party will refuse or reject delivery of any Notice given in accordance with this Section. (f) Each of the parties will, whenever and as often as they are requested to do so by the other, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement, and to do any and all further acts reasonably necessary to carry out the intent and purpose of this Agreement. (g) This Lease shall Agreement will be governed by and construed under the laws of the State where in which the Leased Premises are situateProperty is located. (Dh) In the event Each person executing this Agreement on behalf of a party hereto represents and warrants that any provision such person is duly and validly authorized to do so on behalf of such party with full right and authority to execute this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by Agreement and to bind such holding, and party with respect to all of the remaining provisions of its obligations under this Lease shall continue in full force and effect pursuant to the terms hereofAgreement. (Ei) The Article captions are inserted only for convenience and referenceNo failure or delay on the part of any party to this Agreement in exercising any right, and are not intendedpower, in or remedy under this Agreement will operate as a waiver of such right, power, or remedy, nor will any waysingle or partial exercise of any such right, to definepower or remedy preclude any other or further exercise of such right, limitpower, describe or remedy or the scopeexercise of any other right, intent, and language of power or remedy under this Lease or its provisionsAgreement. (Fj) In Each party to this Agreement acknowledges that if any party fails to comply with its obligations under this Agreement, the event Lessee remains other parties will have all rights available at law and in possession equity, including the right to obtain specific performance of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationdefaulting party and injunctive relief. (Gk) If This Agreement may be assigned at any installment time by Xxxxxx to any subsequent holder of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedProject Note. (Hl) Any part of the Leased Premises This Agreement may be conveyed amended, changed, modified, altered or terminated only by Lessor for private a written instrument signed by the parties to this Agreement or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, their successors or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorassigns. (Im) For This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the purpose same instrument. (n) Nothing in this Agreement is intended, nor will it be construed, to in any way limit the exercise by Governmental Entity of its governmental powers (including police, regulatory and taxing powers) with respect to Borrower or the Property to the same extent as if it were not a party to this Lease, Agreement or the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required transactions contemplated by this Lease to be paid by LesseeAgreement.

Miscellaneous Provisions. (A) All Section 26.1 Tenant shall not place on the outside of the Building any sign, advertisement, illumination or projection without Landlord's prior written notices consent. In multi-tenant buildings, Tenant shall pay for and comply with Landlord's uniform signage requirements. Section 26.2 This Lease shall be given constructed and enforced in accordance with the laws of the State of Colorado. Time is of the essence with respect to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other Tenant's performance of its obligations under this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailLease. (B) Section 26.3 The terms, conditions parties hereto agree that the covenants and covenants agreements herein contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee the Landlord, the Tenant, and their respective successors, heirs, legal representatives, successors and assigns. (C) This Lease Section 26.4 If any of Tenant's checks fail to clear the bank, Landlord may demand all future Rent payments to be either in the form of cash, certified check, money order, wire transfer or cash equivalent funds. Additionally, Tenant shall be governed by pay a $150.00 return check fee for each check or other payment returned to Landlord unpaid. Section 26.5 Reasonable wear and construed under tear" is hereby defined as that degree of wear and tear which would normally occur in the laws permitted use of the State where Premises, but notwithstanding the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, foregoing or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose provision of this Lease, it shall not include any physical damage to the term floors, floor coverings, walls, or ceiling of the Premises, nor any damage caused thereto through operation of machinery, office equipment or other equipment or furniture used in the operation of Tenant's business. Additionally, if Tenant's use, by reason of fumes discharged or liquids used by Tenant, shoufd cause damage to the Premises, either interior or exterior, said damages shall not be deemed "Rentreasonable wear and tear", and Tenant shall be liable for the complete restoration of the Premises to the condition existing at Tenant's Lease commencement. Damage which does not come within the scope of "reasonable wear and tear" shall include, but not be defined as Rent under Article 4limited to damaged, rusting or corroded walls, floors, floor coverings, ceilings, doors, windows, metal bar joists, steel decks, or roof vents or stacks. Section 26.6 Any form of smoking of any substance in the Premises and in any common areas in the building in which the Premises is situate by Tenant, Tenant's employees, agents, customers, contractors and any other monetary amounts required by this Lease to be paid by Lesseeperson or persons whatsoever in or about the Premises and common areas at the request, invitation, or sufferance of the Tenant, or any of the foregoing, is strictly prohibited.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) 20.1 This Lease Amended Settlement Agreement shall be governed by and construed under the laws of the United States, including federal common law, except to the extent that, as a matter of federal law, State where the Leased Premises are situatelaw controls, in which case Alabama law shall apply. (D) In 20.2 The Settling Parties intend and agree that the event that any provision of this Lease releases provided or granted in the Amended Settlement Agreement shall be held invalid effective as a bar to any and all currently unsuspected, unknown or unenforceablepartially known claims within the scope of their express terms and provisions. Accordingly, no subject to paragraphs 7 and 8 above, the Settlement Class Representatives hereby expressly waive, on their own behalf, on behalf of all members of the Settlement Class, and the Settling Defendants and Underwriters hereby expressly waive on their own behalf, any and all rights and benefits (if any) respectively conferred upon them by the provisions of Section 1542 of the California Civil Code and all similar provisions of the statutory or common laws of any other State, Territory or other jurisdiction. Section 1542 reads in pertinent part: “A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 20.3 The provisions of this Lease shall Amended Settlement Agreement are not severable. 20.4 Before entry of the Approval Order, the Amended Settlement Agreement may be affected modified or amended only by such holdingwritten agreement signed by or on behalf of all Settling Parties. Following entry of the Approval Order, the Amended Settlement Agreement may be modified or amended only by written agreement signed on behalf of all Settling Parties, and all of approved by the remaining Court. 20.5 The provisions of this Lease Amended Settlement Agreement may be waived only by an instrument in writing executed by the waiving party. The waiver by any party of any breach of this Amended Settlement Agreement shall continue not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, of this Amended Settlement Agreement. 20.6 The following principles of interpretation apply to this Amended Settlement Agreement: 20.6.1 The headings of this Amended Settlement Agreement are for reference purposes only and do not affect in full force and effect pursuant any way the meaning or interpretation of this Amended Settlement Agreement. 20.6.2 Definitions apply to the terms hereofsingular and plural forms of each term defined. (E) The Article captions are inserted only for convenience and reference20.6.3 Definitions apply to the masculine, feminine, and are not intended, in any way, to define, limit, describe the scope, intent, and language neuter genders of this Lease or its provisionseach term defined. (F) In 20.6.4 Whenever the event Lessee remains words “include,” “includes” or “including” are used in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionAmended Settlement Agreement, Lessee they shall not be limiting but rather shall be deemed to be occupying said premises as a tenant from month-to-monthfollowed by the words “without limitation.” 20.6.5 None of the Settling Parties hereto shall be considered to be the drafter of this Amended Settlement Agreement or any provision hereof for the purpose of any statute, subject case law or rule of interpretation or construction that would or might cause any provision to all be construed against the conditionsdrafter hereof. 20.7 Each of the Settling Parties agrees, provisionswithout further consideration, and obligations as part of finalizing the Settlement hereunder, that they will in good faith execute and deliver such other documents and take such other actions as may be necessary to consummate and effectuate the subject matter and purpose of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent Amended Settlement Agreement. 20.8 All representations, warranties and covenants set forth in this Amended Settlement Agreement shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee deemed continuing and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after survive the expiration of any applicable cure periodthis Amended Settlement Agreement, Lessor except in the event the Amended Settlement Agreement is terminated pursuant to Sections 6 or 16, in which case those provisions shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedgovern. 20.9 Any notice, demand or other communication under this Amended Settlement Agreement (H) Any part other than the Class Notice, the Bar Order Notice, or other notices given at the direction of the Leased Premises may Court) shall be conveyed in writing and shall be deemed duly given upon mailing if it is addressed to each of the intended recipients as set forth below and personally delivered, sent by Lessor for private registered or public non-exclusive easement purposes at any timecertified mail (postage prepaid), provided such easement does not interfere with the access to the Leased Premises, visibilitysent by confirmed facsimile, or operations delivered by reputable express overnight courier: IF TO PLAINTIFFS: Xxxx Xxxxxxx Xxxxx, Esq. Xxxxx X. Xxxxxx, Esq. Xxxx X. Xxxxx, Esq. XXXXXX XXXXXXXX, LLP 0000 Xxxxx Xxxxxx, Xxxxx 0000 Seattle, WA 00000-0000 Phone (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx@xxxxxxxxxxxxxx.xxx Xxxxxxx X. Xxxxxxxxx, Esq. Law Offices of the business of LesseeXxxxxxx X. Xxxxxxxxx, PC 200 Title Building 300 North Xxxxxxx Xxxxxxxxx Xx. In such event Lessor shallBlvd. Birmingham, at its own cost Alabama 35203 Phone: 000-000-0000 Fax: 205.252-1146 Email: xxxxxxxxxxxx@xxxxxxxxx.xxx IF TO SETTLING DEFENDANTS: Xxxxxx X. Xxxxx, Esq. Xxxxxx X. Xxxxxxxx, Esq. Xxxxxxx X. Xxxxxxx, Esq. SKADDEN, ARPS, SLATE, XXXXXXX & XXXX LLP One Xxxxxx Square P.O. Box 636 Wilmington, Delaware 19801 Fax: (000) 000-0000 -and- Xxxxxxx X. Xxxxx, Esq. Executive Vice President, General Counsel and expenseSecretary HEALTHSOUTH Corporation One HealthSouth Parkway Birmingham, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. Alabama 35243 Fax: (I000) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.000-0000

Miscellaneous Provisions. (A) All written notices 22:1 The Board and the Association agree that during the period of this Agreement neither will directly or indirectly engage in or assist in any unfair labor practices. 22:2 Nothing in this Agreement shall require the Board to keep schools open in the event of severe inclement weather or when otherwise prevented by health hazard or acts of God. When schools are closed to students due to the above conditions, attendance of teachers will not be required. 22:3 The Board, on its own behalf and on behalf of the electors of the District hereby retains and reserves unto itself, without limitation, all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitution of the State of New Jersey and the United States. 22:4 The exercise of the foregoing powers, rights, authority, duties and responsibilities by the Board, the adoption of policies, rules, regulations and practices in furtherance thereof, and the use of judgment and discretion in connection therewith shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed limited only to the person specific and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other express terms of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions agreement and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure then only to the benefit of Lessor extent such specific and Lessee express terms hereof are in conformance with the Constitution and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where of New Jersey and the Leased Premises are situateConstitution and laws of the United States. (D) In 22:5 Nothing contained herein shall be considered to restrict or deny the event that Board of its rights, responsibilities, and authority under the New Jersey School Laws or any other national, state, county, district or local laws or regulations. 22:6 If any provision of this Lease Agreement or any application of this Agreement to any teacher or groups of teachers is held to be contrary to law, then such provision or application shall not be held invalid or unenforceabledeemed valid and subsisting, no except to the extent permitted by law, but all other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease or applications shall continue in full force and effect pursuant to the terms hereofeffect. (E) 22:7 Nothing in this Agreement which changes pre-existing Board Policy, rules or regulations shall operate retroactively unless expressly so stated. The Article captions are inserted only for convenience parties agree that teachers shall continue to serve under the direction of the Superintendent of Schools and referencein accordance with Board and Administrative Policies, Rules and are not intended, in any way, to define, limit, describe Regulations provided that the scope, intent, and language provisions of this Lease or its Agreement shall supersede and prevail over any conflicting provisions. (F) In 22:8 It is understood that, under the event Lessee remains in possession ruling of the premises herein leased after courts of New Jersey and the expiration State Commissioner of Education, the Board of Education is forbidden to waive any rights or powers granted it by law. Anything to the contrary notwithstanding, nothing contained in any section, paragraph, or sub-section of this Lease Agreement shall be interpreted in any manner or be so construed as to indicate that the Board has waived rights which are expressly required by the courts to be retained by the Board. 22:9 The Board and without the execution Association agree that there shall be no discrimination in the hiring, training, assignment, promotion, transfer or discipline of teachers or in the application or administration of this Agreement on the basis of race, creed, color, religion, national origin, sex, domicile or marital status. 22:10 Incidental Purchases - Teachers may submit to the principal, on a monthly basis, reimbursement requests for teaching supplies purchased on their own, for specific class, education or cultural projects, up to a maximum of $50.00 per teacher. Each request shall be accompanied by a purchase receipt. Reimbursement, after approval by the principal, will be made within 30 days. 22:11 Copies of this Agreement shall be printed in booklet form and distributed to the members of the bargaining unit promptly. The booklet form referred to will be approximately similar to other booklet forms in use within Xxxxxx County between school districts and education associations. The costs shall be shared between the Board and the Association. 22:12 The Board will provide for the members of the immediate family of a new lease teacher who does not reside in West Windsor or Plainsboro, and without Lessorwho has completed at least 30 months of employment in the district, the opportunity to enroll their school-age children in the district's written permission, Lessee schools. Such enrollment shall be deemed at no cost to the employee. All other terms and conditions of the Board policy JBCB shall apply. The number of enrolled employee children shall be occupying said premises as a tenant from monthlimited to twenty-totwo (22) teacher families in 1991-month, subject to all the conditions, provisions92 and twenty-four (24) in 1992-93. If requests for more families are submitted, and obligations the children qualify for admission, length of this Lease insofar as service in the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent district shall be One Hundred Fifty percent (150%) the amount due determining factor for placement. The 24 families participating in this program on the last month prior July 1, 1993 shall be permitted to such expirationcontinue in this program; however, no new families shall be permitted to take part in this program as vacancies occur. (G) If any installment of Rent (whether lump sum, monthly installments, 22:13 The Board agrees to provide separate checks or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month pay stubs showing compensation for each month that any amount of Rent installment remains unpaid or non-monetary default activity performed. Pay stubs shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, report regular salary and any other monetary amounts required salary as separate categories. 22:14 Notices under this Agreement shall be given by this Lease either party to be paid the other by Lesseetelegram or registered letter as follows: To the Board at: Xxxx Xxxxxxx-Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx 000 Xxxxxxx Xxxx Xxxx P. O. Xxx 000 Xxxxxxxxx Xxx., X.X. 00000 To the Association at: West Windsor-Plainsboro Education Association President's home address

Miscellaneous Provisions. (Aa) All written notices Lessee agrees that all personal property brought into the Premises shall be given to at the risk of the Lessee only and that the Lessor shall not be liable for theft thereof or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, any damage thereto occasioned from time to time, change these addresses by notifying each other any acts of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special deliveryco-tenants, or nationally recognized overnight mailother occupants of said building or any other person. (Bb) The termsIf the Lessee fails to remove all goods, conditions wares, equipment, fixtures, furniture, inventory, records, files or other personal property situated on the Premises at the termination of this Lease, Lessor may, at its option, remove all or part of said property in any manner that Lessor shall choose and covenants contained store or dispose of same without liability for loss thereof. Lessee shall be liable to Lessor for all expenses incurred in this Lease and any riders and plans attached hereto shall bind and inure to the benefit such removal and/or storage of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignssaid property. (Cc) This Upon termination of this Lease wherein Lessee shall be governed by liable in any amount to Lessor, in addition to the statutory lien for rent in Lessor's favor, Lessor shall have and construed under Lessee hereby grants to Lessor a continuing security interest in all rentals and any other sums becoming due hereunder from Lessee upon all property described in subparagraph 21 (b) above, Such property shall not be removed from the laws Premises without the prior written consent of the State where the Leased Premises are situateLessor until all arrearages in rent, as well as any and all other sums of money then due to Lessor hereunder, shall first have been paid and discharged. (Dd) In Upon Lessor's or any mortgagee's request, Lessee agrees to furnish to Lessor its most current available annual report or financial statement. Lessor will disclose to Lessee, prior to Lessee making available the event that annual report or financial statement, the name of the company reviewing said financial information. Lessee shall not be required to furnish more than one such statement in any provision calendar year. Upon request, Lessee, within fifteen (15) days from date of request by Lessor, agrees to execute, acknowledge, and deliver at no cost to Lessor an estoppel certificate evidencing the following: (1) That this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue is in full force and effect effect; (2) That this Lease has not been amended in any way (and if so, stipulate the amendments) (3) That to the best knowledge of Lessee, there are not any existing defaults by the Lessor (or if there are defaults, the nature of such defaults); (4) The date to which rent has been paid; and that there has not been any prepaid rental other than the security deposit set forth herein; Each estoppel certificate delivered pursuant to the terms hereofthis paragraph may be relied on by certified public accountants, mortgagees, fee owners, prospective purchasers, or transferees of Lessor's interest hereunder. (Ee) The Article captions are inserted only for convenience and reference, and are not intended, in any way, words "terminate" or "termination" as used herein shall refer to define, limit, describe the scope, intent, and language end of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after whether due to the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all term hereof or the conditions, provisions, and obligations earlier ending of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere accordance with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost terms and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorprovisions hereof. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee A. This Agreement is governed by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other law of this change in writing. Notices Landscape Architect’s principal place of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailbusiness. (B) B. This Agreement is the entire and integrated agreement between Client and Landscape Architect and supersedes all prior negotiations, statements or agreements, either written or oral. The terms, conditions parties may amend this Agreement only by a written instrument signed by both Client and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsLandscape Architect. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) C. In the event that any term or provision of this Lease shall Agreement is found to be held unenforceable or invalid or unenforceablefor any reason, no other provisions the remainder of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease Agreement shall continue in full force and effect pursuant effect, and the parties agree that any unenforceable or invalid term or provision shall be amended to the terms hereofminimum extent required to make such term or provision enforceable and valid. (E) The Article captions are inserted only D. Neither Client nor Landscape Architect shall assign this Agreement without the written consent of the other. E. Irrespective of any other term in this Agreement, Landscape Architect shall not control or be responsible for convenience construction means, methods, techniques, schedules, sequences or procedures; or for construction safety or any other related programs; or for another parties’ errors or omissions or for another parties’ failure to complete their work or services in accordance with Landscape Architect’s documents. F. Client agrees to indemnify, defend and referencehold Landscape Architect harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including, but not limited to, reasonable attorneys’ fees and all legal expenses and fees incurred through appeal, and are not intendedall interest thereon, in accruing or resulting to any wayand all persons, firms or any other legal entities on account of any damages or losses to defineproperty or persons, limitincluding injuries or death, describe the scopeor economic losses, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession arising out of the premises herein leased after the expiration of Project and/or this Lease and without the execution of a new lease and without Lessor's written permissionAgreement, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) Landscape Architect shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right entitled to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises indemnified to the extent necessary such damages or losses are found by a court or forum of competent jurisdiction to render it reasonably suitable be caused by Landscape Architect’s grossly negligent errors. G. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not limited to, fee provisions, the prevailing party in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys’ and expert witnesses’ fees, which shall be determined by the court or forum in such a proceeding or in a separate action brought for that purpose. For purposes of this provision, “prevailing party” shall include a party that dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. H. Client and Landscape Architect waive consequential damages for any claims, disputes or other matters in question arising out of or relating to this Agreement. Landscape Architect’s waiver of consequential damages, however, is contingent upon the Client requiring any and all contractor and its/their subcontractors to waive all consequential damages against Landscape Architect for claims, disputes or other matters in question arising out of or relating to the Project. I. To the extent damages are covered by property insurance during construction, Client and Landscape Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for such damages. Client or Landscape Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties described in this paragraph. J. No waiver by either party of any default or breach of any covenant set forth hereunder shall be inferred from any omission by said party to take action on account of such default, and no express waiver shall affect any default other than the default specified in the waiver and thane said waiver shall be operative only to the time and to the extent therein stated. K. Client acknowledges and agrees that proper Project maintenance is required after the Project is complete. A lack of or improper maintenance in areas such as, but not limited to, equipment and safety surface maintenance, may result in damage to property or persons. Client further acknowledges and agrees that, as between the parties to this Agreement, Client is solely responsible for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from results of any conveyance lack of an easement shall belong solely to Lessoror improper maintenance. (I) For L. Nothing in this Agreement shall create a contractual relationship for the purpose benefit of any third party. M. If this LeaseAgreement is not signed and returned to Landscape Architect within 30 days, the term "Rent" shall offer to perform the described services may, in Landscape Architect’s sole discretion, be defined as Rent under Article 4, withdrawn and any other monetary amounts required by this Lease to be paid by Lesseenull and void.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to 31.01 Whenever the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained singular number is used in this Lease and when required by the context, the same will include the plural, and the masculine gender will include he, feminine and neuter genders, and the word “person” will include corporation, firm, partnership or association. 31.02 If there is more than one Lessee, the obligations imposed upon Lessee under this Lease will be joint and several. 31.03 The headings or titles to paragraphs of this Lease are not a part of this Lease and will have no effect upon the construction or interpretation of any riders part of this Lease. 31.04 This instrument contains all of the agreements and plans attached hereto shall conditions made between the parties to this Lease and may not be modified orally or in any manner other than by a written agreement signed by all parties to this Lease. 31.05 Lessee acknowledges that neither Lessor nor Lessor’s agents have made any representation or warranty as to the suitability of the Premises for conducting Lessee’s business. Any agreements, warranties or representations not expressly contained herein will in no way bind either Lessor or Lessee, and Lessor and Lessee expressly waive all claims for damages by reason of any statement, representation, warranty, promise or agreement, if any, not contained in this Lease. 31.06 Time is of essence of each term and provision of this Lease. 31.07 Except as otherwise expressly stated, each payment required to be made by Lessee is in addition to and not in substitution for other payments to be made by Lessee. 31.08 Subject to Paragraph 19, the terms and provisions of this Lease are binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsLessee. (C) This Lease shall 31.09 All covenants and agreements to be governed performed by and construed Lessee under the laws any of the State where the Leased Premises are situate. (D) In the event that any provision terms of this Lease shall will be held invalid or unenforceable, no other provisions of this Lease shall be affected performed by such holding, Lessee at Lessee’s sole cost and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease expense and without the execution any abatement of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expirationrent. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall Section 2.01. The Company covenants that, except as to that part of the trust estate which may hereafter be given acquired by it, it is now well seized of the physical properties by it hereby mortgaged or intended so to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices be and has good right, full power, and lawful authority to either party shall be addressed make this Tenth Supplemental Indenture and to subject such physical properties to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws lien of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, Original Indenture as heretofore and all of the remaining provisions of this Lease shall continue in full force hereby supplemented; and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-monththat, subject to the provisions of the Original Indenture as heretofore and hereby supplemented, it has and will preserve good and indefeasible title to all such physical properties and will warrant and forever defend the same to the Trustee against the claims of all persons whomsoever. Section 2.02. The use of terms and the construction of the provisions hereof shall be in accordance with the definitions, uses and constructions contained in the Original Indenture as heretofore and hereby supplemented. Section 2.03. The Trustee shall be entitled to, may exercise and shall be protected by, where and to the full extent that the same are applicable, all the conditionsrights, provisionspowers, privileges, immunities and exemptions provided in the Original Indenture as so supplemented as if the provisions concerning the same were incorporated herein at length. The Trustee under the Original Indenture shall ex officio be Trustee hereunder. The recitals and statements in this Tenth Supplemental Indenture shall be taken as statements by the Company alone, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when dueconsidered as made by or as imposing any obligation or liability upon the Trustee, nor shall the Trustee be held responsible for the legality or non-monetary default validity of this Supplemental Indenture, and the Trustee makes no covenant or representation, and shall remain uncured after not be responsible, as to and for the expiration effect, authorization, execution, delivery or recording of this Tenth Supplemental Indenture. The Trustee shall not be taken impliedly to waive by this Tenth Supplemental Indenture any applicable cure periodright it would otherwise have. As provided in the Original Indenture, Lessor this Tenth Supplemental Indenture shall have the right to charge Lessee hereafter form a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed Original Indenture as heretofore supplemented. The remedies and provisions of the Original Indenture as so supplemented applicable in case of any default by Lessor for private or public non-exclusive easement purposes at the Company thereunder are hereby adopted and made applicable in case of any time, provided such easement does not interfere default with the access respect to the Leased Premisesproperties included herein and, visibilitywithout limitation of the generality of the foregoing, there are hereby conferred upon the Trustee the same powers of sale and other powers over the properties described herein as are expressly to be conferred by the Original Indenture as heretofore supplemented. Section 2.04. Whenever reference is made in this Tenth Supplemental Indenture to a Section or an Article of the Original Indenture and such Section or Article has been amended by this instrument or any of the indentures supplemental to the Original Indenture enumerated hereinabove, or operations two or more of the business of Lesseethem, then such reference shall be to such Section or Article as so amended, whether or not herein expressly so stated. Section 2.05. In such event Lessor shallThe Company, at its own cost and expense, restore will forthwith, upon the remaining portion execution and delivery by the parties hereto of this Tenth Supplemental Indenture, cause the same to be recorded pursuant to law in all offices for the recording of mortgages of real or personal property in which such recordation is necessary in order to perfect and protect the lien hereof, and, in any event, in all such offices in which it has caused or may cause the Original Indenture to be recorded. Section 2.06. This Tenth Supplemental Indenture shall become void when the Original Indenture shall be void. Section 2.07. This Tenth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 2.08. The cover of this Tenth Supplemental Indenture and all article and description headings herein are inserted for convenience only, and shall not effect any construction or interpretation hereof. In Witness Whereof, Concord Electric Company has caused this instrument to be executed in its corporate name by its President, one of its Vice Presidents or its Treasurer and its corporate seal to be hereunto affixed and to be attested by the Secretary of the Leased Premises Board of Directors or its Secretary, and State Street Bank and Trust Company, to evidence its acceptance of the trust hereby created, has caused this instrument to be executed in its corporate name and its corporate seal to be hereunto affixed by one of its authorized officers, all as of the day and year first above written. (Corporate Seal) Attest: Concord Electric Company /s/ Sxxxxx X. Xxxxxxx By: /s/ Mxxx X. Xxxxxx Secretary Name: Mxxx X. Xxxxxx Title: Treasurer Signed, sealed and delivered by Concord Electric Company in the presence of: State Street Bank and Trust Company, Trustee By: /s/Lxxxx X. Xxxxxx Authorized Officer (Corporate Seal) Signed, sealed and delivered by State Street Bank and Trust Company in the presence of: State of New Hampshire ) ) SS County of Rockingham ) On this 23rd day of March, 2001, before me personally appeared Mxxx X. Xxxxxx, to me personally known, who, being by me duly sworn, did say that he is the Treasurer of Concord Electric Company, that the seal affixed to the extent necessary to render it reasonably suitable for foregoing instrument was signed and sealed by him on behalf of said corporation by authority of its Board of Directors; and the purposes for which it was leased, all said Mxxx X. Xxxxxx acknowledged said instrument to be done without adjustments in Rent to be paid by Lesseethe free act and deed of said corporation. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article Notary Public My Commission Expires: January 4, and any other monetary amounts required by this Lease to be paid by Lessee.2006 (Notarial Seal) Commonwealth of Massachusetts ) ) SS

Miscellaneous Provisions. (A) 34.01 All written notices work, including but not limited to, waxing or additional cleaning that Tenant does or shall do in the Demised Premises, shall be given to Lessor or Lessee done with union labor and materials only, by certified mail or nationally recognized overnight mail. Notices to either party contractors approved in writing by Landlord, shall be addressed at all times conform to the person standards of the Building and address given on the first page shall comply with all laws and/or requirements of public authorities. Tenant, as additional rent, shall indemnify and hold harmless Landlord, against any loss or damage Landlord may sustain by reason of, and against, any orders, decrees. judgments; attorneys' fees and expenses resulting from, failure of Tenant to comply with provisions hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) 34.02 The terms, conditions and covenants contained Article headings in this Lease and any riders and plans attached hereto shall bind and inure the Table of Contents prefixed to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for as a matter of convenience and or reference, and are not intended, to be given any effect whatsoever in any way, to define, limit, describe the scope, intent, and language construing this Lease. 34.03 Any provision of this Lease which requires a party not to unreasonably withhold its consent, (a) shall be read as if the word "withhold" read "withhold, delay or its provisionsdefer", and (b) shall never be the basis for any award of damages (unless exercised in intentional and deliberate bad faith) or give rise to a right of setoff to the other party, but shall be the basis for a declaratory judgment or specific injunction with respect to the matter in question. (F) In the event Lessee remains 34.04 Wherever in possession this Lease Landlord performs any work due to Tenant's default as set forth in Section 26.01 hereof, due to Tenant's failure to perform any of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed conditions on its part to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installmentsperformed hereunder, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes wherever Landlord otherwise performs work at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own Tenant's cost and expense, restore then such work performed at the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to LessorWork Charge. (I) For 34.05 This Lease is offered to Tenant for signature with the purpose of express understanding that it shall not be binding upon Landlord unless and until, within 10 business days after the date Tenant signs this Lease, the term Landlord shall have executed and delivered a fully executed copy to Tenant ("Rent" shall be defined as Rent under Article 4Execution Date"), and the holder of any other monetary amounts required by this Lease and all superior mortgages shall have approved the same; it is understood that such holder already has sent to be paid by LesseeTenant a letter confirming such holder's agreement to make available $725,000 for purposes of paying costs of Tenant's Work.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee mayIf any term, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special deliverycondition, or nationally recognized overnight mail. (B) The terms, conditions and covenants remedy contained in this Lease Agreement should be held invalid or unenforceable, the remaining terms, conditions, and remedies shall remain in full force and effect. This agreement is not assignable; provided, however, that any riders or all of Seller’s rights or obligations hereunder may be assigned by Seller without notice to Purchaser and plans attached hereto may be exercised by an assignee thereof. Purchase shall bind not assert against any transfer of this contract or against any transferee of promissory notes, any defense (other than actual payment), and inure set-off, equity or counterclaim which Purchaser may have or claim against Seller. The acceptance of any payments after the specified due dates thereof shall not constitute a waiver of Purchaser’s obligation to make future payments of the specified dates. Seller may apply any amounts paid by Purchaser pursuant to this Agreement to any indebtedness owing by Purchaser to Seller on account hereof or otherwise. Interest shall be calculated as per the Security Interest provision. This Agreement contains the entire understanding of the parties with respect to the benefit subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements made prior to the date hereof. Any modifications change or amendment of Lessor this Agreement shall be in writing and Lessee shall be signed by an authorized representative of each party. Except for identifying goods, services, software, or Equipment ordered, prices and their respective successorsquantities, heirs, legal representatives, the terms and assigns. (C) conditions contained and referenced in Purchaser’s purchase order or other ordering documents shall be of no force or effect. This Lease Agreement shall be deemed to have been made and shall be governed by and construed under in accordance with the laws of the State where of New Jersey, without regard to its law of conflicts. The parties hereby agree to expressly exclude from application the Leased Premises are situate. (D) In United Nations Convention or Contracts for the event that any provision International Sale of this Lease shall be held invalid or unenforceable, no other Goods. Any notice given under the provisions of this Lease Agreement shall be affected in writing and shall be delivered personally, sent by such holdingCertified or Registered Mail (Return Receipt Requested) or confirmed fax copy to Seller at its address on the face hereof to the attention of Notices, Suntuity Electric LLC., and all to Purchaser at its address on the face of this Agreement. Notices delivered personally or by confirmed fax shall be effective upon receipt. Notices delivered by mail shall be deemed effective five calendar days after the dispatch. Xxxxxxxxx agrees and understands that any financial obligations imposed by the connecting Utility over and above application fees, are clearly the financial responsibility of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, Purchaser and are not intendeddeemed to off-sets against the Total Purchase Price. Signature (Seller) Suntuity. Signature (Purchaser(s)) Type or Print Name and Title Type or Print Name and Title Date Date This Solar Photovoltaic Agreement (“Agreement”) is made and entered into between Suntuity Electric LLC (“Suntuity” or “Seller”), in any way, to define, limit, describe the scope, intentXxxxxxxxxx Xxxxxxx XXX 000000, and language of this Lease or its provisionsthe(“Purchaser”). (F) In the event Lessee remains in possession 1. Estimated Date of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.Completion:

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that A. If any provision of this Lease hereby shall for any reason be held invalid or unenforceable, no other provisions of this Lease provision shall be affected by such holdingthereby, and all this Agreement shall be construed as if the invalid or unenforceable provision had never been a part of the remaining provisions it. B. The descriptive headings of this Lease Agreement are for convenience only and shall continue not in full force and effect pursuant to any way affect the terms meaning or construction of any provision hereof. (E) C. The Article captions are inserted only for convenience rights and referenceprivileges of Lender contained in this Agreement shall inure to the benefit of its successors and assigns, and are not intendedthe duties of Debtor shall bind all heirs, in any waypersonal representatives, to define, limit, describe the scope, intent, successors and language of this Lease or its provisionsassigns. D. This Agreement shall in all respects be governed by the laws of Georgia (Fexcept to the extent that federal law governs). E. Debtor hereby irrevocably appoints Lender and each holder hereof as Debtor’s attorney-in-fact to: (1) In endorse Debtor’s name to any draft or check which may be payable to Debtor in order to collect the event Lessee remains proceeds of any insurance or any returned or unearned premiums in possession respect of the premises herein leased after the expiration any policies of this Lease insurance required to be maintained hereunder; (2) take any action Lender deems necessary to perfect or maintain perfection of any security interest granted to Lender herein, including executing any document on Debtor’s behalf; and without the execution (3) take such other action as Lender may deem appropriate for any such purpose including endorsement of a new lease and without Lessor's written permission, Lessee checks made payable to Debtor for accounts receivable. This appointment shall be deemed to be occupying said premises a power coupled with an interest. F. Copies or reproductions of this document or of any financing statement may be filed as a tenant from month-to-monthfinancing statement. G. Unless otherwise provided by law, subject notices required or permitted to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent given hereunder shall be One Hundred Fifty percent (150%) satisfied if such notice is hand-delivered, mailed, postage prepaid, by registered or certified mail, return receipt requested, or sent by overnight courier service, to the amount due on addresses of the last month prior parties hereto as shown below, or to such expirationother address as either party may, from time to time, designate in writing. If to Lender: If to Debtor: METRO CITY BANK 0000 Xxxxxx Xxxxxxx, Suite 109 Doraville, GA 30340 SUMTER VALLEY PROPERTY HOLDINGS, LLC and SUMTER N&R, LLC 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 Notice shall be deemed made when delivered. (G) If H. No failure or delay by Lender in exercising any installment of Rent (whether lump sumright, monthly installments, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after further exercise thereof or the expiration exercise of any applicable cure periodright, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid power or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedprivilege. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee mayIf any term, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special deliverycondition, or nationally recognized overnight mail. (B) The terms, conditions and covenants remedy contained in this Lease Agreement should be held invalid or unenforceable, the remaining terms, conditions, and remedies shall remain in full force and effect. This agreement is not assignable; provided, however, that any riders or all of Seller’s rights or obligations hereunder may be assigned by Seller without notice to Purchaser and plans attached hereto may be exercised by an assignee thereof. Purchase shall bind not assert against any transfer of this contract or against any transferee of promissory notes, any defense (other than actual payment), and inure set-off, equity or counterclaim which Purchaser may have or claim against Seller. The acceptance of any payments after the specified due dates thereof shall not constitute a waiver of Purchaser’s obligation to make future payments of the specified dates. Seller may apply any amounts paid by Purchaser pursuant to this Agreement to any indebtedness owing by Purchaser to Seller on account hereof or otherwise. Interest shall be calculated as per the Security Interest provision. This Agreement contains the entire understanding of the parties with respect to the benefit subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements made prior to the date hereof. Any modifications, change or amendment of Lessor this Agreement shall be in writing and Lessee shall be signed by an authorized representative of each party. Except for identifying goods, services, software, or Equipment ordered, prices and their respective successorsquantities, heirs, legal representatives, the terms and assigns. (C) conditions contained and referenced in Purchaser’s purchase order or other ordering documents shall be of no force or effect. This Lease Agreement shall be deemed to have been made and shall be governed by and construed under in accordance with the laws of the State where of New Jersey, without regard to its law of conflicts. The parties hereby agree to expressly exclude from application the Leased Premises are situate. (D) In United Nations Convention or Contracts for the event that any provision International Sale of this Lease shall be held invalid or unenforceable, no other Goods. Any notice given under the provisions of this Lease Agreement shall be affected in writing and shall be delivered personally, sent by such holdingCertified or Registered Mail (Return Receipt Requested) or confirmed fax copy to Seller at its address on the face hereof to the attention of Notices, Suntuity Electric LLC., and all to Purchaser at its address on the face of this Agreement. Notices delivered personally or by confirmed fax shall be effective upon receipt. Notices delivered by mail shall be deemed effective five calendar days after the dispatch. Xxxxxxxxx agrees and understands that any financial obligations imposed by the connecting Utility over and above application fees, are clearly the financial responsibility of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, Purchaser and are not intendeddeemed to off-sets against the Total Purchase Price. Signature (Seller) Suntuity Signature (Purchaser(s)) Type or Print Name and Title Type or Print Name and Title Date Date This Solar Photovoltaic Agreement (“Agreement”) is made and entered into between Suntuity Electric LLC (“Suntuity” or “Seller”), in any way, to define, limit, describe the scope, intentChicago Electrical Contractor ECC95586, and language of this Lease or its provisionsthe(“Purchaser”). (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. a) It is agreed that the City shall make available to the Consultant previously prepared planning studies, reports and related information and data which would be useful to the Consultant in carrying out the work program herein set forth. b) The Consultant represents that it has paid occupation tax in the City or provided evidence that it is otherwise exempt. c) Upon execution of this Agreement, the Consultant will provide a copy of its Workers' Compensation certificate to the City or evidence that it is otherwise exempt. d) Upon execution of this Agreement, the Consultant will provide proof that it maintains or carries in-force Liability Insurance in the amount of Two Hundred Fifty Thousand Dollars (A$250,000.00). This insurance policy shall also designate the City as an additional insured. This insurance is non-cancelable during the duration of this Agreement. Cancellation of this insurance will be considered a material breach of this Agreement. e) All The Consultant shall furnish the City with evidence that it is insured against professional errors and omissions in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and shall further provide to the City a certificate from its insurer that said insurance will not be diminished, canceled, or terminated absent sixty (60) days advance written notices notice to the City by registered mail. Said insurance shall be given provided by an insurance company authorized to Lessor do business in the State of Georgia and said insurance shall remain in effect for a period of three (3) years after termination of this Agreement. f) This Agreement will terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligation of the City under this Agreement. g) The Agreement obligates the City only for sums payable during the calendar year of execution, or Lessee in the event of a renewal by certified mail the City, for the sums payable for the individual calendar year renewal term. h) This Agreement in no way is deemed to create a debt incurred by the City for the payment of any sum beyond the calendar year of execution or, in the event of a renewal, beyond the calendar year of such renewal. i) Determination of satisfactory performance of the terms of this Agreement rests in the sole reasonable discretion of the supervisory personnel selected by the City. j) The Consultant acknowledges that it is solely an independent contractor and the Consultant is not an employee of the City and is not entitled to any employment rights or nationally recognized overnight mailbenefits from the City. Notices to either party Because of the Consultant's independent contractor status, no tax withholding shall be addressed made from the payments contemplated by Section 3 hereof. The Consultant agrees to indemnify the City for any tax liabilities or penalties it may incur by reason of the Consultant's performance hereunder. If the Consultant shall be deemed to be an employee of the City for any purpose, the Consultant shall indemnify and hold the City harmless from and against any and all liabilities, costs, and expenses that the City may incur by reason thereof, including, but not limited to, attorney's fees and penalties. k) Employees, aides, staff, helpers, or any person who receives any form of consideration for services or who performs any services towards the execution of this Agreement are deemed to be the sole responsibility of the Consultant for the purposes of all Workers' Compensation and insurance claims. The City reserves the right to superintend the performance of this Agreement only to the extent that the desired results are obtained. No recommendation or requirement in this Agreement should be deemed to obligate the City under the Workers' Compensation Act to insure the Consultant's employees, aides, staff, helpers or any person who receives any form of consideration for services or who performs any services towards the execution of this Agreement on behalf of the Consultant. l) This Agreement constitutes the entire Agreement and address given on understanding among the first page hereofparties hereto and supersedes and revokes any prior agreement or understanding relating to the subject matter of this Agreement. Lessor No change, amendment, or attempted waiver of any of the provisions hereof shall be binding upon the other parties unless reduced to writing and Lessee maysigned by all parties hereto. m) Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against the City. n) Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Consultant. This Agreement shall not restrict the City from acquiring similar, equal or like services from other entities or sources. o) The Consultant agrees to indemnify, hold harmless, and defend the City, its officers, boards, commissions, and employees, from time and against any liability, claims, damages, fines, penalties, costs, and expenditures (including reasonable attorney’s fees and costs of litigation defense and/or settlement) arising out of the Consultant's work under this Agreement and/or the Consultant’s failure to timecomply with the terms set forth in this Agreement. The Consultant further agrees to indemnify, change these addresses hold harmless, and defend the City, its officers, boards, commissions, and employees, from and against any claims by notifying each other employees, aides, staff, or helpers of the Consultant or any person who performs any services for the Consultant under this change Agreement in writingconnection with the work performed under this Agreement. p) The Consultant agrees that it will comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes in the performance of its obligations under this Agreement. Notices The Consultant further agrees to indemnify, hold harmless, and defend the City, its officers, boards, commissions, and employees from and against any liability, claims, damages, fines, penalties, costs, and expenditures (including reasonable attorney's fees and costs of overdue Rent litigation defense and/or settlement) that may be sent to Lessee sustained by regularreason of the failure of the Consultant or its employee(s), special deliveryagent(s), aide(s), staff, or nationally recognized overnight mailhelper(s) or any person who performs any services for the Consultant under this Agreement to comply with any laws, ordinances, regulations, and codes. (Bq) The termsConsultant shall participate in the federal work authorization program throughout the contract period, conditions as provided in O.C.G.A. §13-10-91. The Consultant shall be required to, at the time of the contract, provide a signed, notarized affidavit, attesting that it has registered with, is authorized to use, and covenants contained uses the federal work authorization program; it will continue to use the federal work authorization program throughout the contract period; and it will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit containing the above information. Further, to the extent that a subcontractor is utilized, the subcontractor's federal work authorization program user identification number and the date of authorization shall be included in the affidavit. r) Any notices or communications required or permitted hereunder shall be sufficiently given if sent by Registered or Certified Mail, Return Receipt Requested, postage prepaid, addressed as follows: As to the Consultant: Three Points Planning, Inc. 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxx, XX Attn: Xxxx Xxxxxxxxx As to the City: City of Hapeville, Georgia 0000 X. Xxxxxx Avenue Hapeville, Georgia 30354 Attn: City Manager Xxxxx, Xxxxx, Xxxx & White, LLC P.O. Box 10 0000 Xxxx Xxxxx Xxxxx XxXxxxxxx, Xxxxxxx 00000 Attn: Xxxxxx X. “Xxxx” Xxxxx, III s) The captions used in this Lease Agreement are inserted for convenience only and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsnot constitute part hereof. (Ct) This Lease Agreement shall be governed by and construed under in accordance with the laws of the State where of Georgia. The venue for any legal action to enforce this Agreement shall be in the Leased Premises are situateSuperior Court of Fulton County, Georgia. (Du) In If any of the event that any provision provisions of this Lease shall Agreement are held to be held invalid invalid, illegal, or unenforceable, no other provisions of this Lease shall be affected by such holdingthe validity, legality, and all enforceability of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease way be affected or its provisionsimpaired thereby. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All This Letter Agreement may not be amended or terminated without the prior written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to consent of you and the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent Company, (b) This Letter Agreement may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailexecuted in any number of counterparts which together will constitute but one agreement. (Bc) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind This Letter Agreement will be binding on and inure to the benefit of Lessor our respective successors and Lessee permitted assigns and, in your case, your heirs and their respective successors, heirs, other legal representatives. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Letter Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. The rights and assignsobligations described in this Letter Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, the Company may assign its rights and obligations described in this Letter Agreement without your consent upon the transfer of all or substantially all of the business and/or assets of the Company (whether by purchase, merger, consolidation or otherwise). (Cd) Subject to Section 10, all disputes arising under or related to this Letter Agreement will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be held in the Denver, Colorado metropolitan area, as the sole and exclusive remedy of either party. Any judgment on the award rendered by such arbitration may be entered in any court having jurisdiction over such matters. (e) Except where prohibited by applicable law, all amounts payable to you under this Letter Agreement will be subject to required tax withholding but will otherwise not be subject to offset. (f) All notices under this Letter Agreement will be in writing and will be deemed effective when delivered in person, by courier service, or 5 days after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail, addressed to the respective party at the address set forth below or to such other address as may hereafter be designated by like notice. Unless otherwise notified as set forth above, notice will be sent to each party as follows: You, to: The address as is maintained in the Company’s records The Company, to: IHS Group Inc. 00 Xxxxxxxxx Xxx Xxxx Xxxxxxxxx, XX 00000 Attention: Senior Vice President, Human Resources (g) This Lease shall Letter Agreement will be governed by and construed under and entered in accordance with the laws of the State where the Leased Premises are situateof Colorado without reference to rules relating to conflict of laws. (Dh) In This Letter Agreement constitutes the event that entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral (including any provision of this Lease shall be held invalid term sheet) between the Company (or unenforceable, no other its predecessor or affiliates) and you with respect to the subject matter hereof. This Letter Agreement also supersedes any inconsistent provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease plan or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can arrangement that would otherwise be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises you to the extent necessary such provisions would limit any rights granted to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from you hereunder or expand any conveyance of an easement shall belong solely to Lessorrestrictions imposed on you hereby. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to A. Whenever the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained singular number is used in this Lease and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, limited liability company, partnership, firm or association. If there be more than one tenant, the obligations imposed upon Tenant under this Lease shall be joint and several. B. The headings or titles to paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any riders part of this Lease. C. This instrument contains all of the agreements and plans attached hereto conditions made between the parties to this Lease and may not be modified orally or in any other manner than by agreement in writing signed by all parties to this Lease. D. Time is of the essence of each term and provision of this Lease. E. Except as otherwise expressly stated, each payment required to be made by Tenant shall bind be in addition to and not in substitution for other payments to be made by Tenant. F. Subject to Article 19, the terms and provisions of this Lease shall be binding upon and inure to the benefit of Lessor and Lessee and their respective the heirs, executors, administrators, successors, heirs, legal representatives, and assignsassigns of Landlord and Tenant. (C) G. Except as otherwise expressly provided herein, all covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. H. Where the consent, approval or acceptance of a party is required, the party agrees that such consent, approval or acceptance shall not be unreasonably withheld or unreasonably delayed; except that Landlord may withhold any consent or approval pursuant to Paragraphs 5.01, 9.01 and 19.01 in its sole and absolute discretion. I. This Lease shall create the relationship of Landlord and Tenant between Landlord and Tenant; no estate shall pass out of Landlord; Tenant has only a usufruct, not subject to levy and/or sale and not assignable by Tenant except as provided in Paragraph 19.01 hereof. J. Tenant acknowledges and agrees that Landlord shall not provide guards or other security protection for the Leased Premises and that any and all security protection shall be the sole responsibility of Tenant. K. This Lease shall be governed by Georgia law. L. Tenant shall not permit cars, trucks and construed other vehicles to be parked in the Outside Common Areas except in the ordinary course of business, e.g. no storage of inoperable vehicles shall be permitted. Tenants shall abide by these rules and regulations attached as Exhibit "E" hereto and made a part hereof. Tenant shall abide by such rules and regulations as Landlord may establish, change, alter or amend in Landlord's sole discretion provided such rules and regulations are reasonable, non-discriminatory and apply uniformly to the Park. M. Landlord's liability for performance of its obligations, including but not limited to any indemnification under the laws of the State where the Leased Premises are situate. (D) In the event that any provision terms of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue limited to its interest in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibilityand neither Landlord, nor any officer, director, shareholder, member or operations partner of the business of LesseeLandlord, shall have any personal liability whatsoever with respect to this Lease. In such the event Lessor shallof any sale, at conveyance, transfer or assignment by Landlord of its own cost interest in and expense, restore the remaining portion of the Leased Premises to the extent necessary Premises, and provided that Landlord's successor-in-title (or any subsequent successor-in-title) in and to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance Premises has assumed the obligations of an easement shall belong solely to Lessor. (I) For the purpose of Landlord under this Lease, the term "Rent" shall be defined as Rent all obligations under Article 4, and any other monetary amounts required by this Lease of the party selling, conveying, transferring, assigning or otherwise disposing shall cease and terminate and, provided such assumption has occurred, Tenant releases said party from same and Tenant shall thereafter look only 17 18 and solely to be paid by Lesseethe party to whom or which the Premises were sold, conveyed, transferred, assigned or otherwise disposed of for performance of all Landlord's duties and obligation under this lease. N. All parties acknowledge that Landlord is part owner of Suwanee Realty Residential, Inc.

Miscellaneous Provisions. (Aa) All written notices additions, fixtures or improvements which may be made by Lessee, except moveable office furniture, shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to become the person and address given on property of the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other remain upon the premises as a part thereof and be surrendered with the premises at the termination of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailthe lease. (Bb) The termsIf the Lessee shall abandon or vacate said premises before the end of the term of this lease, conditions and covenants contained in this Lease and any riders furnishings or any personal property shall remain in the premises, the Lessee hereby stipulates and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representativesagrees that they have abandoned said personal property, and assignsLessor may dispose of the personal property any way that the Lessor deems appropriate without any liability whatsoever to Lessee. (Cc) This Lease shall be governed Lessee agrees to pay the cost of collection and any and all reasonable attorney's fees incurred by and construed under Lessor in the laws enforcement of the State where the Leased Premises are situatethis lease agreement, whether or not suit is filed. (Dd) In The said Lessee hereby pledges and assigns to the event that any provision of this Lease shall be held invalid or unenforceableLessor all the furniture, no other provisions of this Lease shall be affected by such holdingfixtures, goods, and all chattels of the remaining provisions of this Lease said Lessee, which shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall may be deemed to be occupying brought or put on said premises as a tenant from month-to-month, subject to all security for the conditions, provisions, and obligations payment of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, rent or any other monetary amounts required by this Lease obligation of Lessee to be paid by Lessor. The Lessee and deemed Lessor further agree that if it is necessary for the Lessor to constitute Rent hereunder) enforce this lien, it shall not be paid when due, or non-monetary default shall remain uncured after enforced pursuant to the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month periodabandoned property statue F.S. 715. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured1 01 at seq. (He) Any part It is understood and agreed between the parties hereto that written notice mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the Lessee and written notice mailed or delivered to the office of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any timeshall constitute sufficient notice to the Lessor, provided such easement does not interfere to comply with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose terms of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lesseecontract.

Miscellaneous Provisions. 41.01 In no event shall Tenant pay Landlord any sums on account of Fixed Rent or Additional Rent for more than one (A1) All written notices shall month in advance of the date due hereunder. 41.02 In the event that an excavation should be given made for building or other purposes upon land adjacent to Lessor the Building, or Lessee by certified mail or nationally recognized overnight mail. Notices should be authorized to either party shall be addressed made, Tenant shall, if necessary, afford to the person or persons causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as shall reasonably be necessary to protect or preserve the wall or walls of the Building, or the Building, from injury or damage and address given on to support them by proper foundations, pinning and/or underpinning. 41.03 Tenant hereby acknowledges that Landlord, the first page hereof. Lessor Board of Managers pursuant to the Condominium Documents and Lessee other Building tenants or occupants may, from time to time, change these addresses require access through the Premises to mechanical, electrical, telephone, plumbing and other systems, elements, utility rooms, spaces, shafts and facilities serving the Building or such other tenants or occupants (hereinafter, “Service Facilities”). Without limiting anything contained in Article 10 hereof, upon reasonable notice to Tenant, Landlord, the Board of Managers and other Building tenants and occupants shall have free, continuous, open and adequate access to the Service Facilities at all reasonable times for the purposes of making any and all installations, repairs, corrections, replacements, alterations or additions to any equipment which in any way passes in, through, under or around such Service Facilities. Tenant will not do or cause to be done anything which would in any way restrict or impair such access to the Service Facilities. Landlord shall not be responsible for any inconvenience, annoyance or interruption to Tenant’s business arising out of or as a result of such access to the Service Facilities, provided that Landlord shall use reasonable efforts and take reasonable steps to minimize any inconvenience to Tenant, any interference with Tenant’s business and any material deprivation of its use and enjoyment of or access to or from the Premises, that may arise or result therefrom. In no event shall Landlord be required to use so-called “overtime labor” in connection with any such access. 41.04 Except as otherwise expressly set forth herein, Tenant shall not construct or operate (or cause to be constructed or operated) a facility, an antenna or any other item of equipment for the purpose of receiving or transmitting telecommunications signals, without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed. 41.05 If requested by notifying each other of this change Tenant in writing. Notices of overdue Rent connection with any New York City incentive programs that may be sent available to Lessee by regularTenant, special deliveryLandlord shall reasonably cooperate with Tenant in connection with Tenant’s efforts to obtain such incentives, provided, that Landlord shall not be obligated to incur any costs (including without limitation reasonable attorneys’ fees and disbursements), incur any losses or nationally recognized overnight mailsubject itself to potential liability thereby. (B) The terms41.06 Any floor plan or space diagram attached to this Lease by Landlord to show the area of the Premises or any other space is an approximation only. Landlord makes no representations concerning the illustrated dimensions of any such space or the location and size of the fixed architectural elements shown on such plan or diagram. 41.07 Tenant expressly acknowledges and agrees that Landlord and its agents have not made and are not making, conditions and covenants contained Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease or in any other written agreement which may be made between the parties concurrently with the execution and any riders delivery of this Lease and plans attached hereto shall bind and inure which expressly refers to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsthis Lease. (C) 41.08 This Lease shall be governed in all respects by and construed under the laws of the State where the Leased Premises are situateof New York. (D) In 41.09 If any term or provision of this Lease or the event that application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be held invalid valid and be enforced to the fullest extent permitted by law. 41.10 Except as otherwise expressly set forth in this Lease to the contrary, wherever in this Lease (i) the consent or unenforceableapproval of Landlord is required, no other provisions such consent or approval may be given or withheld by Landlord in its sole and absolute discretion, and (ii) provision is made for Landlord to exercise its judgment or to determine whether any matter is satisfactory to Landlord, such judgment and discretion may be exercised, and such determination may be made, in Landlord’s sole and absolute discretion. If Tenant shall request Landlord’s consent or approval and Landlord shall fail or refuse to give such consent or approval, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent or approval, it being intended that Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or approval or where as a matter of law Landlord may not unreasonably withhold its consent or approval. 41.11 Submission by Landlord of this Lease for review and execution by Tenant shall be affected by such holding, confer no rights and all of the remaining provisions of this Lease impose no obligations on either party unless and until both Landlord and Tenant shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of have executed this Lease and without duplicate originals thereof shall have been delivered to the execution respective parties hereto. 41.12 [Intentionally Omitted] 41.13 This Lease may be executed in several counterparts, each of a new lease and without Lessor's written permission, Lessee which shall be deemed an original, and such counterparts together shall constitute one and the same instrument. This Lease shall not be binding or effective unless and until it has been duly executed and delivered by Landlord and Tenant. PDF email signatures shall have the same binding effect as original signatures. No party hereto shall raise the use of a PDF email to be occupying said premises deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a PDF email as a tenant from month-to-monthdefense to the formation of a legal, subject to all valid and binding contractual obligation and each such party forever waives any such defense. 41.14 (a) Except as expressly provided in Section 41.14(b) and Articles 31 and 32 hereof, the conditions, provisions, and obligations of Tenant hereunder shall in no way be affected, impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, nor shall it be deemed a constructive eviction because (i) Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease insofar as the same can be applicable to by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a month-to-month tenancy except that the monthly installment national or other public emergency or shortages of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sumfuel, monthly installmentssupplies or labor resulting therefrom, or any other monetary amounts required cause, whether similar or dissimilar, beyond Landlord’s reasonable control; or (ii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when duereason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or non-monetary default shall remain uncured after for any other reason whether similar or dissimilar, beyond Landlord’s reasonable control (the expiration of foregoing circumstances described in this Section 41.14(a), “Force Majeure Causes”). Without limiting events that may constitute “or any applicable cure periodother cause, Lessor shall have whether similar or dissimilar, beyond Landlord’s reasonable control,” the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period following are items which Landlord and continue until said installment, interest and all accrued late charges Tenant agree are paid in full or such non-monetary default is cured.beyond Landlord’s reasonable control: (HA) Any part Lack of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased PremisesBuilding or the Premises not caused by Landlord (which shall include, visibilitybut not be limited to, the lack of access to the Building or operations the Premises when it or they are structurally sound but inaccessible due to evacuation of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises surrounding area or damage to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor.nearby structures or public areas); (IB) For Any cause outside the purpose of this LeaseBuilding not caused by Landlord; (C) Reduced air quality or other contaminants within the Building that would adversely affect the Building or its occupants (including, but not limited to, the term "Rent" shall be defined as Rent under Article 4, and any presence of biological or other monetary amounts required by this Lease to be paid by Lessee.airborne agents within the Building or the Premises);

Miscellaneous Provisions. 16.01. If the Tenant shall fail or refuse to comply with and perform any conditions and covenants of the within lease, the Landlord may, if the Landlord so elects, carry out and perform such conditions and covenants, at the cost and expense of the Tenant, and the said cost and expense shall be payable on demand, or at the option of the Landlord shall be added to the installment of rent due immediately but in no case later than one month after such demand, whichever occurs sooner, and shall be due and payable as such. This remedy shall be in addition to such other remedies as the Landlord may have hereunder by reason of the breach by the Tenant of any of the covenants and conditions in this lease contained. Notwithstanding the above, and excepting an event of monetary default by the Tenant, the Landlord shall give the Tenant ten (A10) days notice to cure any default in this subject Lease or comply with and perform any conditions and covenants within the same. Should the Tenant undertake to cure a default or perform a term and condition after notification by Landlord, the time period shall be reasonably extended to allow resolution of the Lease term or condition subject to due diligence being exercised by the Tenant herein. It is further understood and agreed that the notification provision herein shall not apply for nonpayment of rent, additional rent and/or operating expenses assessed against the Tenant herein. 16.02. The Tenant herein shall be permitted upon termination of the within Lease Agreement, to remove its equipment, fixtures, goods and other property provided that the same can be removed without damage or injury to the demised premises. Any equipment, fixtures, goods or other property of the Tenant, not removed by the Tenant upon the termination of this lease, or upon any quitting, vacating or abandonment of the premises by the Tenant, or upon the Tenant’s eviction, shall be considered as abandoned and the Landlord shall have the right, without any notice to the Tenant, to sell or otherwise dispose of the same, at the expense of the Tenant, and shall not be accountable to the Tenant for any part of the proceeds of such sale, if any. 16.03. This lease and the obligation of the Tenant to pay the rent hereunder and to comply with the covenants and conditions hereof, shall not be affected, curtailed, impaired or excused because of the Landlord’s inability to supply any service or material provided for herein, by reason of negotiations for the adjustment of any fire or other casualty loss or other labor trouble or for any cause beyond the control of the Landlord. 16.04. The terms, conditions, covenants and provisions of this lease shall be deemed to be severable. If any clause or provision herein contained shall be adjudged to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision herein, but such other clauses or provisions shall remain in full force and effect. 16.05. All written notices required under the terms of this lease shall be given to Lessor or Lessee and shall be complete by mailing such notices by certified mail or nationally recognized overnight registered mail. Notices , return receipt requested, to either party the address of the parties as shown at the head of this lease, or to such other address as may be designated in writing, which notice of change of address shall be addressed given in the same manner. 16.06. The Landlord covenants and represents that the Landlord is the owner of the premises herein leased and has the right and authority to enter into, execute and deliver this lease; and does further covenant that the Tenant on paying the rent and performing the conditions and covenants herein contained, shall and may peaceably and quietly have, hold and enjoy the leased premises for the term aforementioned. 16.07. This lease contains the entire contract between the parties. No representative, agent or employee of the Landlord has been authorized to make any representations or promises with reference to the person and address given on within letting or to vary, alter or modify the first page terms hereof. Lessor No additions, changes or modifications, renewals or extensions hereof, shall be binding unless reduced to writing and Lessee maysigned by the Landlord and the Tenant. 16.08. The various rights, from time remedies, options and elections of the Landlord, expressed herein, are cumulative, and the failure of the Landlord to time, change these addresses enforce strict performance by notifying each other the Tenant of the conditions and covenants of this change lease or to exercise any election or option or to resort to have recourse to any remedy herein conferred or the acceptance by the Landlord of any installment of rent after any breach by the Tenant, in writingany one or more instances, shall not be construed or deemed to be a waiver or a relinquishment for the future by the Landlord of any such conditions and covenants, options, elections or remedies, but the same shall continue in full force and effect. 16.09. Notices of overdue Rent Tenant hereby knowingly, voluntarily, and intentionally waives any right it may be sent have to Lessee a trial by regularjury in respect to any litigation (including but not limited to any claims, special deliverycross-claims, or nationally recognized overnight mailthird party claims) arising out of, under, or in connection with this Lease, the Premises, the Building or the Property, or the transactions contemplated herein. (B) 16.10. The termsarticle and section headings of this Lease are for convenience only and will not limit or define the meaning or content hereof. All pronouns and any variations thereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require. 16.11. This Lease will be construed and enforced in accordance with the laws of the State of New Jersey. 16.12. Landlord covenants and agrees that Tenant, upon paying the basic rent and additional rent reserved, and performing and observing the covenants, conditions and covenants contained agreements upon the part of Tenant to be performed and observed, will and may peaceably hold and enjoy the Premises during the Term, without any interruption or disturbance from Landlord, or any party or entity holding an interest in the Property by, through or under Landlord. 16.13. The covenants, agreements, terms, provisions and conditions of this Lease and any riders and plans attached hereto shall will bind and inure to the benefit of Lessor and Lessee and their the respective heirs, distributees, executors, administrators, successors, heirsassigns and legal representatives of the parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred to, legal representativesbut nothing herein contained will be construed to give Tenant the right to assign this Lease (other than as provided in Article 4). The covenants and obligations on the part of Landlord under this Lease will not be binding upon the Landlord herein named with respect to matters arising during any period subsequent to the transfer of its interest in the Property, by operation of law or otherwise, and assignsin the event of such transfer or any subsequent transfer Tenant agrees to look solely to the transferee for the performance of Landlord’s covenants and obligations, but only if such transferee has assumed such obligations, and then only with respect to matters arising or continuing during the period beginning with such transfer and ending with a subsequent transfer of such interest. (C) 16.14. The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of any covenant, agreement, term, provision or condition of this Lease or of any of Landlord’s rules and regulations will not constitute a waiver thereof and Landlord will have all remedies provided herein and by applicable law with respect to any continuing or subsequent act, which would have originally constituted a default by Tenant. The receipt by Landlord of basic rent or additional rent with knowledge of the breach of any covenant, agreement, term, provision or condition of this Lease will not be deemed a waiver of such breach. The failure of Landlord to bill or cxxxxct rent in a timely fashion will not be construed as a waiver of Landlord’s right to collect rent at any time during the Term or any time thereafter. 16.15. This Lease shall contains the entire agreement between Landlord and Tenant, and any agreement made between Landlord and Tenant after the date of this Lease will be governed ineffective to change, modify, waive, release, discharge, terminate or effect a surrender or abandonment of this Lease, in whole or in part, unless such agreement is in writing and signed by Landlord and construed under Tenant. 16.16. No agreement to accept surrender will be valid unless in writing signed by Landlord. No employee of Landlord or of Landlord’s agents will have any power to accept the laws keys to the Premises prior to the termination of the State where Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents will not operate as a termination of the Leased Premises are situate. (D) Lease or a surrender of the Premises. In the event Tenant at any time desires to have Landlord sublet the Premises for Tenant’s account, Landlord or Landlord’s agents are authorized to receive the keys for such purposes without releasing Tenant from any of the obligations under this Lease. 16.17. It is agreed between the parties that this Lease will be of no force and effect whatsoever unless it has been executed by Landlord and Tenant. 16.18. Tenant covenants not to place this Lease on record. At the request of Landlord, Tenant will execute a memorandum of lease for recording purposes containing references to such provisions of this Lease as Landlord, in its sole discretion, deems necessary. 16.19. If any provision of this Lease shall or any application thereof to any person or circumstance will be held determined to be invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable will not be affected thereby and effect pursuant will be valid and enforceable to the terms hereoffullest extent permitted by law. (E) The Article captions are inserted only for convenience and reference16.20. Tenant agrees that neither Landlord, nor any broker, Landlord’s agent, employee or representative of Landlord nor any other party has made, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement Tenant does not interfere rely on, any representations, warranties or promises with the access respect to the Leased Premises, visibilitythe Building, the Property or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, including, without limitation, with respect to the term "Rent" shall be defined as Rent under Article 4physical condition of the Premises, and any other monetary amounts required by this Lease its quality of construction, income to be paid by Lesseederived therefrom, workmanship, merchantability or fitness for any particular purpose, except as expressly provided in the Lease.

Miscellaneous Provisions. (A) All written notices a. Time is of the essence with respect to each and every obligation under this Lease. b. The waiver by Landlord or Tenant of any term, covenant or condition herein contained shall not be given deemed to Lessor be a waiver of such term, covenant or Lessee condition of any prior or subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by certified mail Landlord shall not be deemed to be a waiver of any prior breach by Tenant of any term, covenant or nationally recognized overnight mail. Notices condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such prior breach at the time of acceptance of such rent. c. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be addressed entitled to recover from the person and address given on other party the first page hereof. Lessor and Lessee mayfees of its attorneys in such action or proceeding in such amount as the court may judge to be reasonable for such attorneys' fees. d. Except as expressly otherwise provided in this Lease, from time to time, change these addresses by notifying each other all of the provisions of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor the parties hereto and Lessee and to their respective heirs, successors, heirs, legal representatives, executors, administrators, transferees and assigns. (C) This Lease . The term "Landlord," as used herein, shall mean only the owner of the Building and the Land or of a lease of the Building and the Land, at the time in question, so that in the event of any transfer or transfers of title to the Building and the Land, or of Landlord's interest in a lease of the Building and the Land, the transferor shall be governed by and construed hereby is relieved and freed of all obligations of Landlord under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease accruing before such transfer, and it shall be held invalid or unenforceabledeemed, no other provisions of this Lease shall be affected by without further agreement, that such holding, transferee has assumed and agreed to perform and observe all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as Landlord herein during the same can be applicable to a month-to-month tenancy except that period it is the monthly installment holder of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, Landlord's interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of under this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices a. Time is of the essence with respect to all of Tenant's obligations under this Lease. b. The waiver by Landlord or Tenant of any term, covenant or condition herein contained shall not be given deemed to Lessor be a waiver of such term, covenant or Lessee condition of any prior or subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by certified mail Landlord shall not be deemed to be a waiver of any prior breach by Tenant of any term, covenant or nationally recognized overnight mail. Notices condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such prior breach at the time of acceptance of such rent. c. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be addressed entitled to recover from the person and address given on other party the first page hereof. Lessor and Lessee mayfees of its attorneys in such action or proceeding in such amount as the court may judge to be reasonable for such attorney's fees. d. Except as expressly otherwise provided in this Lease, from time to time, change these addresses by notifying each other all of the provisions of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor the parties hereto and Lessee and to their respective heirs, successors, heirs, legal representatives, executors, administrators, transferees and assigns. (C) This Lease . The term "Landlord," as used herein, shall mean only the owner of the Building and the Land or of a lease of the Building and the Land, at the time in question, so that in the event of any transfer or transfers of title to the Building and the Land, or of Landlord's interest in a lease of the Building and the Land, the transferor shall be governed by and construed hereby is relieved and freed of all obligations of Landlord under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease accruing before such transfer, and it shall be held invalid or unenforceabledeemed, no other provisions of this Lease shall be affected by without further agreement, that such holding, transferee has assumed and agreed to perform and observe all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as Landlord herein during the same can be applicable to a month-to-month tenancy except that period it is the monthly installment holder of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, Landlord's interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of under this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices a. Time is of the essence with respect to all of Tenant’s obligations under this Lease. b. The waiver by Landlord or Tenant of any term, covenant or condition herein contained shall not be given deemed to Lessor be a waiver of such term, covenant or Lessee condition of any prior or subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by certified mail Landlord shall not be deemed to be a waiver of any prior breach by Tenant of any term, covenant or nationally recognized overnight mail. Notices condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord’s knowledge of such prior breach at the time of acceptance of such rent. c. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be addressed entitled to recover from the person and address given on other party the first page hereof. Lessor and Lessee mayfees of its attorneys in such action or proceeding in such amount as the court may judge to be reasonable for such attorneys’ fees. d. Except as expressly otherwise provided in this Lease, from time to time, change these addresses by notifying each other all of the provisions of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor the parties hereto and Lessee and to their respective heirs, successors, heirs, legal representatives, executors, administrators, transferees and assigns. The term “Landlord,” as used herein, shall mean only the owner of the Building and the Land or of a lease of the Building and the Land, at the time in question, so that in the event of any transfer or transfers of title to the Building and the Land, or of Landlord’s interest in a lease of the Building and the Land, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing before such transfer, and it shall be deemed, without further agreement, that such transferee has assumed and agreed to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this Lease. (C) This e. At Landlord’s request, Tenant will execute a memorandum of this Lease in recordable form setting forth such provisions hereof as Landlord deems desirable. Further, at Landlord’s request, Tenant shall be governed by and construed under the laws acknowledge before a notary public its execution of the State where the Leased Premises are situate. (D) In the event this Lease, so that any provision of this Lease shall be held invalid or unenforceable, no other provisions in form for recording. The cost of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of recording this Lease or its provisionsmemorandum thereof shall be borne by Tenant. (F) In f. Notwithstanding any provision to the contrary herein, Tenant shall look solely to the estate and property of Landlord in and to the Land and the Building in the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge claim against Landlord arising out of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere connection with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4relationship of Landlord and Tenant, or Tenant’s use of the Premises, and any other monetary amounts required by this Lease to be paid by Lessee.Tenant agrees that the liability of Landlord arising out of or in

Miscellaneous Provisions. (Aa) Lender and Agent Bank shall be deemed to have exercised reasonable care in the custody and preservation of each Debtor's Collateral if they take such action for that purpose as any such Debtor requests in writing, but failure of Lender or Agent Bank to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of Lender or Agent Bank to preserve or protect any rights with respect to any of such Collateral against prior or other parties, or to do any act with respect to the preservation of any of such Collateral not so requested by any Debtor, shall be deemed a failure to exercise reasonable care in the custody or preservation of such Collateral. (b) Each Debtor hereby appoints Lender, with full power of substitution, as such Debtor's attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, each Debtor agrees that Lender shall have the right and authority: (i) while any Event of Default or Unmatured Insolvency Default shall exist, to assign, sell, license, sublicense or otherwise dispose of all right, title and interest of such Debtor in and to its Intellectual Property Collateral and any other of its General Intangibles including, without limitation, assignments, recordings, registrations and applications therefor in the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency of the United States, any State thereof or any other country or political subdivision thereof, and for the purpose of the recording, registering and filing of, or accomplishing any other formality with respect to, the foregoing, to execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to effect such purpose; and, (ii) subject to Section 16 hereof, to make claim for, and receive and give acquittance for payment on account of, loss under any insurance policy covering its Collateral, or any part thereof, and to receive, endorse and collect all checks, drafts and other orders for the payment of money representing the proceeds of such insurance. (c) All written notices or other communications hereunder shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party (and shall be addressed deemed to have been received, in each case) in the person and address given on manner specified under Section 14.3 of the first page hereof. Lessor and Lessee maySecured Credit Agreement, from time to time, change these addresses by notifying each other of this change whether or not then in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight maileffect. (Bd) The terms, conditions and covenants contained No delay on the part of Lender in this Lease and the exercise of any riders and plans attached hereto right or remedy shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representativesoperate as a waiver thereof, and assignsno single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. (Ce) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that No amendment to, modification or waiver of, or consent with respect to, any provision of this Lease Agreement shall in any event be effective unless the same shall be held invalid in writing and signed and delivered by Lender, and then any such amendment, modification, waiver or unenforceable, no other provisions of this Lease consent shall be affected by such holding, effective only in the specific instance and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes specific purpose for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorgiven. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. 13.1.1 Guarantor represents and warrants that, to Guarantor's best knowledge, Landlord is under no disability in connection with the execution and delivery of the Lease and that there are no defenses to Landlord's full payment and performance of all of its obligations under the Lease. Within twenty (A20) All written notices days following demand by Tenant, Guarantor shall be given deliver to Lessor or Lessee Tenant and to any interested party reasonably designated by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed Tenant an estoppel certificate, executed and acknowledged by Guarantor, to the person effect that this Guaranty is in full force and address given on effect and has not been amended or terminated (or, if amended or terminated, specifying the first page hereofdate and terms thereof). Lessor and Lessee may, Guarantor shall also certify such other matters relating to the Guaranteed Obligations or this Guaranty as may be reasonably requested from time to time, change these addresses time by notifying each other Tenant. 13.1.2 This Guaranty shall not be subject to any condition precedent to the effectiveness hereof. Upon execution and delivery of this change Guaranty by Guarantor, this Guaranty shall be in full force and effect. This Guaranty may not be amended, modified, waived, discharged or terminated orally or by course of conduct, but only by an instrument in writing duly executed by both Tenant and Guarantor. No waiver by Tenant of any default of Landlord or Guarantor or any other event shall be effective unless in writing, nor shall it operate as a waiver of any other default or of the same default on a future occasion. 13.1.3 All representations, warranties, covenants and obligations of Guarantor hereunder constitute the joint and several representations, warranties, covenants and obligations of all persons and entities executing this Guaranty. Notices All rights and remedies of overdue Rent Tenant under this Guaranty and the Lease are cumulative and not restrictive of any other rights or remedies available at Law or in equity. This Guaranty may be sent executed in counterparts, each of which shall be deemed to Lessee by regularbe an original, special delivery, or nationally recognized overnight mailbut all of which taken together shall constitute one and the same Guaranty. (B) The terms, conditions and covenants contained in this Lease and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) 13.1.4 In the event any action or claim is filed by either party in connection with this Guaranty, the parties hereby agree that said action or claim shall be filed in and subject to the jurisdiction in which the Premises are located. If litigation is commenced between the parties, the non- prevailing party in that litigation shall indemnify the prevailing party against all losses, costs, claims and damages (including reasonable attorneys' fees and court costs) incurred or paid by the prevailing party. Whenever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Lease Guaranty shall be held prohibited by or invalid or unenforceableunder such law, no other provisions of this Lease such provision shall be affected by ineffective to the extent of such holdingprohibition or invalidity, and all without invalidating the remainder of such provision or the remaining provisions of this Lease shall continue in full force and effect pursuant to the Guaranty. All terms hereof. (E) The Article captions are inserted only for convenience and reference, and which are not intendeddefined in this Guaranty, but which are defined in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permissionused in this Guaranty, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right meanings ascribed to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after them by the first such occurrence in any 12 month periodLease. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.SIGNATURE PAGE FOLLOWS SIGNATURE PAGE GUARANTOR:

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee mayIf any term, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special deliverycondition, or nationally recognized overnight mail. (B) The terms, conditions and covenants remedy contained in this Lease Agreement should be held invalid or unenforceable, the remaining terms, conditions, and remedies shall remain in full force and effect. This agreement is not assignable; provided, however, that any riders or all of Seller’s rights or obligations hereunder may be assigned by Seller without notice to Purchaser and plans attached hereto may be exercised by an assignee thereof. Purchase shall bind not assert against any transfer of this contract or against any transferee of promissory notes, any defense (other than actual payment), and inure set-off, equity or counterclaim which Purchaser may have or claim against Seller. The acceptance of any payments after the specified due dates thereof shall not constitute a waiver of Purchaser’s obligation to make future payments of the specified dates. Seller may apply any amounts paid by Purchaser pursuant to this Agreement to any indebtedness owing by Purchaser to Seller on account hereof or otherwise. Interest shall be calculated as per the Security Interest provision. This Agreement contains the entire understanding of the parties with respect to the benefit subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements made prior to the date hereof. Any modifications, change or amendment of Lessor this Agreement shall be in writing and Lessee shall be signed by an authorized representative of each party. Except for identifying goods, services, software, or Equipment ordered, prices and their respective successorsquantities, heirs, legal representatives, the terms and assigns. (C) conditions contained and referenced in Purchaser’s purchase order or other ordering documents shall be of no force or effect. This Lease Agreement shall be deemed to have been made and shall be governed by and construed under in accordance with the laws of the State where of New Jersey, without regard to its law of conflicts. The parties hereby agree to expressly exclude from application the Leased Premises are situate. (D) In United Nations Convention or Contracts for the event that any provision International Sale of this Lease shall be held invalid or unenforceable, no other Goods. Any notice given under the provisions of this Lease Agreement shall be affected in writing and shall be delivered personally, sent by such holdingCertified or Registered Mail (Return Receipt Requested) or confirmed fax copy to Seller at its address on the face hereof to the attention of Notices, Suntuity Electric LLC., and all to Purchaser at its address on the face of this Agreement. Notices delivered personally or by confirmed fax shall be effective upon receipt. Notices delivered by mail shall be deemed effective five calendar days after the dispatch. Xxxxxxxxx agrees and understands that any financial obligations imposed by the connecting Utility over and above application fees, are clearly the financial responsibility of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, Purchaser and are not intendeddeemed to off-sets against the Total Purchase Price. Signature (Seller) Suntuity Signature (Purchaser(s)) Type or Print Name and Title Type or Print Name and Title Date Date This Solar Photovoltaic Agreement (“Agreement”) is made and entered into, in any waybetween Suntuity Electric LLC (“Suntuity” or “Seller”), to define, limit, describe the scope, intentElectrical License 6060864-5502, and language of this Lease or its provisionsthe (“Purchaser”). (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices Section 5.01. This Agreement shall be given effective for as long as Grantor has outstanding Obligations due under the Reinsurance Agreement, unless alternative security for the Obligations meeting the requirements of Illinois law and otherwise acceptable to Lessor or Lessee by certified mail or nationally recognized overnight mailBeneficiary in its sole discretion is substituted for the Trust Account Grantor and Beneficiary agree to notify Trustee when such circumstances exist. Notices to either party Written notice of termination shall be addressed delivered by Trustee to Beneficiary at least thirty (30) but not more than forty-five (45) days prior to termination. Upon the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other termination of this change Trust Agreement, Trustee shall, with Beneficiary's written acknowledgement of termination (not to be unreasonably withheld), transfer, pay over and deliver to Grantor all of the Assets of the Trust Account less all its proper fees and expenses then owing in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailexchange for a written receipt from Grantor. (B) Section 5.02. The terms, conditions provisions of and covenants contained in validity and construction of this Lease Agreement and any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease amendments thereto shall be governed by by, and construed under in accordance with, the laws of the State where of New York, and the Leased Premises are situateTrust Account created hereunder shall be administered in accordance with the laws of said State. Each party hereby submits to the personal jurisdiction of, and each agrees that all proceedings relating hereto shall be brought in, courts located within the City and State of New York. Each party hereby waives the right to trial by jury in any such proceedings. To the extent that in any jurisdiction any party may be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (whether before or after judgment) or other legal process, each hereby irrevocably agrees not to claim, and hereby waives, such immunity. Grantor and Beneficiary each waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to it at the address last specified for notices hereunder, and such service shall be deemed completed ten (10) calendar days after the same is so mailed. (D) Section 5.03. In the event that any provision of this Lease shall be Agreement is held invalid or unenforceableunenforceable for any reason, no other provisions the invalidity or unenforceability shall not affect the remaining parts of this Lease Agreement. Section 5.04. All notices, requests, directions, instructions, consents, and other communications required or permitted hereunder shall be affected by such holding, in writing and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed delivered in person or delivered by facsimile transmission (with a copy also sent by another means herein provided for) or a nationally recognized overnight carrier service or mailed by first class registered or certified mail, postage prepaid, addressed as follows: If to be occupying said premises as a tenant from month-Grantor, to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.:

Miscellaneous Provisions. (A) All written notices 16.1 Failure on the part of Landlord to complain of any action or non-action on the part of Tenant, no matter how long the same may continue, shall never be deemed to be a waiver by Landlord of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by Landlord shall be construed as a waiver of any of the other provisions hereof and that a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of Landlord to or of any action by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord’s consent or approval to or of any subsequent similar act by Tenant. 16.2 No payment by Tenant, or acceptance by Landlord of a lesser amount than shall be due from Tenant to Landlord shall be treated otherwise than as a payment on account. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to Lessor any other rights or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed remedies which Landlord may have against Tenant. 16.3 Tenant, subject to the person terms and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other provisions of this change in writing. Notices Lease on payment of overdue Rent may the rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be sent to Lessee observed, kept, and performed, shall lawfully, peaceably, and quietly have, hold, occupy and 11/18/94 enjoy the Demised Premises during the term hereof without hindrance or ejection by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions any persons lawfully claiming under Landlord; but it is understood and agreed that this covenant and any and all of the covenants of Landlord contained in this Lease shall be binding upon Landlord only with respect to breaches occurring during Landlord’s ownership of the Demised Premises. In addition, Tenant specifically agrees to look solely to Landlord’s interest in the Demised Premises for recovery of any judgment from Landlord, it being specifically agreed that Landlord and its constituent partners, or any riders and plans attached hereto of them, shall bind and inure never be personally liable for any such judgment. 16.4 If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the benefit remainder of Lessor and Lessee and their respective successorsthis Lease, heirsor the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, legal representativesshall not be affected thereby, and assigns. (C) This Lease shall be governed by each term and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. 16.5 Except as herein otherwise expressly provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, as the case may be, of Landlord and Tenant. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. 16.6 Tenant agrees not to record this Lease, but each party hereto agrees on request of the other, to execute a short form lease in recordable form and complying with applicable laws of the State of Rhode Island and reasonably satisfactory to attorneys for Landlord. In no event shall such document set forth the rental or other charges payable by Tenant under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease and is not intended to vary the terms and conditions of this Lease. 11/18/94 16.7 Whenever by the terms of this Lease, notice shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be hand delivered or sent by registered or certified mail, postage prepaid and return receipt requested, and shall be effective upon receipt of the original (without reference to the copy): If intended for the Landlord, addressed to it at the address set forth on the first page of this Lease (or to such other address or addresses as may from time to time hereafter be designated by Landlord by like notice), with a copy to XxXxxxxx, Xxxx & Xxxxx, 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000, Attention: Xxxxxx Xxxx, Esq. If intended for Tenant, addressed to it at the Demised Premises (or to such other address or addresses as may from time to time hereafter be designated by Tenant by like notice), with a copy to Legal Department, XXXX CORPORATION, 000 Xxxxx Xxxxxxxx, Xxxx Xxxxx, XX 00000-0000. 16.8 This document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All negotiations, considerations, representations, and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by agreement in writing between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof. 16.9 The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held invalid to explain, modify, amplify, or unenforceableaid in the interpretation, no other construction, or meaning of the provisions of this Lease Lease. 16.10 Tenant shall be affected at any time and from time to time upon not less than ten (10) days’ prior notice by such holdingLandlord to Tenant, execute, acknowledge and all of the remaining provisions of deliver to Landlord a statement in writing, certifying that this Lease shall continue lease is unmodified and in full force and effect pursuant (or if there have been 11/18/94 modifications, that this Lease is in full force and effect as modified and stating the modifications), and the dates to which the rent and other charges have been paid in advance, if any, and stating whether or not, to the terms hereof. (E) The Article captions are inserted only for convenience and referencebest knowledge of the signer of such certificate, Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, and are not intendedcontaining any other information and/or agreement reasonably requested by a mortgagee, in any way, to define, limit, describe the scope, intent, and language of this Lease prospective mortgagee or its provisions. (F) In the event Lessee remains in possession prospective purchaser of the premises herein leased after Demised Premises or of the expiration interest of this Lease and without the execution of a new lease and without Lessor's written permissionLandlord therein, Lessee shall be deemed to be occupying said premises as a tenant from month-to-monthany mortgagee or prospective mortgagee thereof, subject to all the conditionsany lessor or prospective lessor thereof, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installmentslessee or prospective lessee thereof, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration prospective assignee of any applicable cure periodmortgage thereof. Landlord shall provide a similar certificate to Tenant, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is curedas requested by Tenant. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) 26.1 All written notices sums which, by the terms of this Deed or any other Financing Documents are payable by the Grantors to the Grantee shall, together with the interest thereon provided for herein or in such other Financing Documents, be secured by this Deed and added to and deemed part of the indebtedness secured hereby whether or not the provision which obligates the Grantors to make any such payment to the Grantee specifically so states. 26.2 Any interest provided to be paid to the Grantee in this Deed, or any other Financing Document, whether or not such interest is on the principal sum of such indebtedness, or on any other sum which is due under Section 26.1 hereof, shall constitute part of the indebtedness secured hereby. 26.3 The assignment and security interest herein granted shall not be deemed or construed to constitute Grantee as a trustee or trustees in possession of the Mortgaged Premises, to obligate Grantee to lease the Mortgaged Premises or attempt to do same, or to take any action, incur any expenses or perform or discharge any obligation, duty or obligation whatsoever under the Ground Lease, any of the Space Leases or otherwise. 26.4 By accepting or approving anything required to be observed, performed or fulfilled or to be given to Lessor Grantee pursuant to this Deed, including (but not limited to) any Officers' Certificate, balance sheet, statement of profit and loss or Lessee by certified mail other financial statement, survey, appraisal or nationally recognized overnight mail. Notices insurance policy, Grantee shall in no event be deemed to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee mayhave warranted, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special deliveryconsented to, or nationally recognized overnight mailaffirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Grantee. (B) The terms, conditions and covenants 26.5 All obligations contained in this Lease and any riders and plans attached hereto shall bind and inure Deed are intended by the parties to the benefit of Lessor and Lessee and their respective successors, heirs, legal representativesbe, and assignsshall be construed as, covenants running with the Mortgaged Premises. (C) 26.6 This Lease Deed shall be governed by and construed under according to the laws of the State where the Leased Premises are situateof Georgia, without giving effect to principles of conflicts of law. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to the person and address given on the first page hereof. Lessor and Lessee mayIf any term, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special deliverycondition, or nationally recognized overnight mail. (B) The terms, conditions and covenants remedy contained in this Lease Agreement should be held invalid or unenforceable, the remaining terms, conditions, and remedies shall remain in full force and effect. This agreement is not assignable; provided, however, that any riders or all of Seller’s rights or obligations hereunder may be assigned by Seller without notice to Purchaser and plans attached hereto may be exercised by an assignee thereof. Purchase shall bind not assert against any transfer of this contract or against any transferee of promissory notes, any defense (other than actual payment), and inure set-off, equity or counterclaim which Purchaser may have or claim against Seller. The acceptance of any payments after the specified due dates thereof shall not constitute a waiver of Purchaser’s obligation to make future payments of the specified dates. Seller may apply any amounts paid by Purchaser pursuant to this Agreement to any indebtedness owing by Purchaser to Seller on account hereof or otherwise. Interest shall be calculated as per the Security Interest provision. This Agreement contains the entire understanding of the parties with respect to the benefit subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements made prior to the date hereof. Any modifications change or amendment of Lessor this Agreement shall be in writing and Lessee shall be signed by an authorized representative of each party. Except for identifying goods, services, software, or Equipment ordered, prices and their respective successorsquantities, heirs, legal representatives, the terms and assigns. (C) conditions contained and referenced in Purchaser’s purchase order or other ordering documents shall be of no force or effect. This Lease Agreement shall be deemed to have been made and shall be governed by and construed under in accordance with the laws of the State where Nations Convention or Contracts for the Leased Premises are situate. (D) In International Sale of Goods. Any notice given under the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease Agreement shall be affected in writing and shall be delivered personally, sent by such holdingCertified or Registered Mail (Return Receipt Requested) or confirmed fax copy to Seller at its address on the face hereof to the attention of Notices, Suntuity Electric LLC., and all to Purchaser at its address on the face of this Agreement. Notices delivered personally or by confirmed fax shall be effective upon receipt. Notices delivered by mail shall be deemed effective five calendar days after the dispatch. Xxxxxxxxx agrees and understands that any financial obligations imposed by the connecting Utility over and above application fees, are clearly the financial responsibility of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, Purchaser and are not intendeddeemed to off-sets against the Total Purchase Price. Signature (Seller) Suntuity. Signature (Purchaser(s)) Type or Print Name and Title Type or Print Name and Title Date Date This Solar Photovoltaic Agreement (“Agreement”) is made and entered into between Suntuity Electric LLC (“Suntuity” or “Seller”), in any way, to define, limit, describe the scope, intentContractor License EC.0102185, and language of this Lease or its provisionsthe(“Purchaser”). (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (A) All written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed Landlord and Tenant further agree as follows: 6.01 Except as herein expressly set forth with respect to the person Leasehold Improvements, Landlord has no agreement with Tenant and address given on the first page hereof. Lessor and Lessee may, from time has no obligation to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mail. (B) The terms, conditions and covenants contained in this Lease and do any riders and plans attached hereto shall bind and inure work with respect to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assigns. (C) This Lease shall be governed by and construed under the laws of the State where Leased Premises. Any other work in the Leased Premises are situate. (D) In the event that any provision of this Lease shall which may be held invalid or unenforceable, no other provisions of this Lease shall be affected permitted by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect Landlord pursuant to the terms hereofand conditions of the Lease shall be done at Tenant's sole cost and expense and in accordance with the terms and conditions of the Lease. Notwithstanding the foregoing, on or before the Lease Commencement Date, Landlord, at Landlord's sole cost and expense, shall construct the common corridor outside the Leased Premises as shown on the Preliminary Plan. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) 6.02 This Schedule shall not be paid when due, or non-monetary default shall remain uncured after deemed applicable to: (a) any additional space added to the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the original Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with whether by the access exercise of any options under the Lease or otherwise, or (b) any portion of the original Leased Premises or any additions thereto in the event of a renewal or extension of the original Lease Term, whether by the exercise of any options under the Lease or any amendment or supplement thereto. The construction of any additions or improvements to the Leased PremisesPremises not contemplated by this Schedule shall be effected pursuant to a separate work letter agreement or other document, visibilityin the form then being used by Landlord and specifically addressed to the allocation of costs relating to such construction. 6.03 If Tenant fails to make any payment relating to the Leasehold Improvements as required hereunder and such failure shall continue for fifteen (15) days after written notice from Landlord, or operations of the business of Lessee. In such event Lessor shallLandlord, at its own option, may complete the Leasehold Improvements pursuant to the Construction Documents and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. Tenant's failure to pay any amounts owed by Tenant hereunder when due or Tenant's failure to perform its obligations hereunder shall also constitute a default under the Lease and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed thereunder or failure by Tenant to perform its obligations thereunder. 6.04 On or before the Lease Commencement Date, Landlord, at Landlord's sole cost and expense, restore shall construct the remaining portion of common corridor outside the Leased Premises as shown on the Preliminary Plan. The costs incurred by Landlord in constructing the common corridor shall not be charged against the Allowance. SCHEDULE 7 CERTIFICATE OF ACCEPTANCE TENANT: PCTEL, Inc. LEASED PREMISES: Suite 400 LOCATED AT: 0000 Xxxx Xxxxxxx Xxxx, Chicago, Illinois 60631 This letter is to certify that: 1. The above referenced Leased Premises have been accepted by the extent necessary to render it reasonably suitable Tenant for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorpossession. (I) For 2. The Leased Premises are substantially complete in accordance with the purpose of this Lease, plans and specifications used in constructing the term "Rent" shall demised premises. 3. The Leased Premises can now be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lesseeused for intended purposes.

Miscellaneous Provisions. (Aa) All written notices shall Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) upon which the relevant cancellation is to take effect or prepayment is to be given to Lessor made and the amount of that cancellation or Lessee by certified mail or nationally recognized overnight mailprepayment. Notices to either party shall be addressed to The Facilities Agent must notify the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other Lenders promptly of this change in writing. Notices receipt of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailany such notice. (Bb) The terms, conditions and covenants contained All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in this Lease and respect of any riders and plans attached hereto shall bind and inure to the benefit of Lessor and Lessee and their respective successors, heirs, legal representatives, and assignsprepayment except for Break Costs. (C) This Lease shall be governed by and construed under the laws of the State where the Leased Premises are situate. (D) In the event that any provision of this Lease shall be held invalid or unenforceable, no other provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (Hc) Any part of the Leased Premises Facilities which are prepaid may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere reborrowed in accordance with the access terms of this Agreement. (d) The Majority Lenders may agree a shorter notice period for a voluntary prepayment. (e) No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement. (f) Subject to the Leased PremisesClause 2.2 (Increase), visibility, or operations no amount of the business Total Tranche A Commitments, Total Tranche B Commitments, Total Tranche C Commitments or Total Tranche D Commitments cancelled under this Agreement may subsequently be reinstated. (g) Any cancellation of Lessee. In such event Lessor shall, at its own cost and expense, restore a Swingline Commitment of a Swingline Lender shall reduce the remaining portion relevant Swingline Commitment accordingly but shall not otherwise cancel or reduce the Commitment of the Leased Premises relevant Lender in respect of the Facility (or of any Affiliate of the relevant Swingline Lender) unless and to the extent necessary to render it reasonably suitable otherwise provided for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessorthis Agreement. (Ih) For Any cancellation of the purpose Commitment of this Leasea Lender that is a Swingline Lender or an Affiliate of a Swingline Lender shall not cancel or reduce any Swingline Commitment of that Lender or its Affiliate unless a Swingline Commitment of that Lender or its Affiliate would exceed the Commitment of that Lender immediately following such reduction, in which case the term "Rent" relevant Swingline Commitment of that Lender or its Affiliate shall be defined reduced by such amount as Rent under Article 4is necessary to ensure that, and any other monetary amounts required by this Lease to be paid by Lesseeafter the relevant cancellation, each such Swingline Commitment does not exceed the Commitment of that Lender or its Affiliate.

Miscellaneous Provisions. (A) All written notices 15.1 Landlord shall have the right to enter and inspect the Leased Premises, or to show it to prospective purchasers or mortgagees at any time upon reasonable notice. 15.2 The provisions of this lease relating to insurance proceeds shall also apply to condemnation proceeds. 15.3 No payment by Tenant, or acceptance by the Landlord of a lesser amount then due from Tenant to Landlord shall be treated otherwise than as a payment on account. The acceptance by Landlord of any such lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to Lessor any other rights or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed remedies which Landlord may have against Tenant. 15.4 Tenant, subject to the person terms and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other provisions of this change lease, on payment of the rent reserved hereunder and other charges, and observing, keeping and performing all of the other terms and provisions of this lease on Tenant's part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Leased Premises during the term hereof, without hindrance or ejection by any persons lawfully claiming under Landlord to have title to the Leased Premises superior to Tenant. The foregoing covenant of quiet enjoyment is in writing. Notices lieu of overdue Rent may be sent to Lessee by regularany other covenant, special deliveryexpress or implied, or nationally recognized overnight mail. (B) The terms, conditions and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease lease shall be binding upon Landlord and Landlord's successors. 15.5 No act or thing done by Landlord during the lease term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord. No employee of Landlord or of Landlord's agents shall have any riders power to accept the keys of the Leased Premises prior to the termination of this lease. 15.6 If any term or provision of this lease, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons or circumstances other than those as to which is held invalid or unenforceable, shall not be affected thereby, and plans attached hereto each term and provision of this lease shall bind be valid and be enforced to the fullest extent permitted by law. 15.7 Except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of Lessor the successors and Lessee assigns, respectively, of Landlord and their respective successorsTenant. Each term and each provision of this lease to be performed by Tenant shall be construed to be both a covenant and a condition. 15.8 Whenever, heirsby the terms of this lease, legal representativesnotice shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be sent by registered or certified mail, postage prepaid to the addresses set forth at the beginning of this lease. All such notices shall be effective when deposited in the United States, provided that the same are received in ordinary course at the address to which the same were sent. 15.9 Tenant may sublease one or more of the condominiums for periods not exceeding one year. Tenant may not assign this lease in whole or in part (i.e., with respect to one or more condominiums for the remaining term of the lease). 15.10 The paragraph headings throughout this instrument are for convenience and reference only, and assignsthe words contained there in shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this lease. 15.11 Either party, on the request of the other, shall promptly furnish a statement of the status of any matter pertaining to this lease, including, without limitation, acknowledgements that (Cor the extent to which) each party is in compliance with its obligations under the terms of this lease. 15.12 This Lease lease shall be governed by and construed under according to the laws of the State where the Leased Premises are situateof Vermont. (D) 15.13 In the event that it becomes necessary for the Landlord to enforce any provision of this Lease lease by suit or through an attorney, Landlord shall be held invalid or unenforceable, no other provisions of awarded reasonable legal expenses incurred. IN WITNESS HEREOF the parties have executed this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can be applicable to a month-to-month tenancy except that the monthly installment of Rent shall be One Hundred Fifty percent (150%) the amount due on the last month prior to such expiration___ day of _____________, 1997. (G) If any installment of Rent (whether lump sum, monthly installments, or any other monetary amounts required by this Lease to be paid by Lessee and deemed to constitute Rent hereunder) shall not be paid when due, or non-monetary default shall remain uncured after the expiration of any applicable cure period, Lessor shall have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease to be paid by Lessee.

Miscellaneous Provisions. (Aa) All This Letter Agreement may not be amended or terminated without the prior written notices shall be given to Lessor or Lessee by certified mail or nationally recognized overnight mail. Notices to either party shall be addressed to consent of you and the person and address given on the first page hereof. Lessor and Lessee may, from time to time, change these addresses by notifying each other of this change in writing. Notices of overdue Rent may be sent to Lessee by regular, special delivery, or nationally recognized overnight mailCompany. (Bb) The terms, conditions and covenants contained This Letter Agreement may be executed in this Lease and any riders and plans attached hereto shall bind number of counterparts which together will constitute but one agreement. (c) This Letter Agreement will be binding on and inure to the benefit of Lessor our respective successors and Lessee permitted assigns and, in your case, your heirs and their respective successors, heirs, other legal representatives. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Letter Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. The rights and assignsobligations described in this Letter Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, the Company may assign its rights and obligations described in this Letter Agreement without your consent upon the transfer of all or substantially all of the business and/or assets of the Company (whether by purchase, merger, consolidation or otherwise). (Cd) Subject to Section 10, all disputes arising under or related to this Letter Agreement will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be held in the Denver, Colorado metropolitan area, as the sole and exclusive remedy of either party. Any judgment on the award rendered by such arbitration may be entered in any court having jurisdiction over such matters. (e) Except where prohibited by applicable law, all amounts payable to you under this Letter Agreement will be subject to required tax withholding but will otherwise not be subject to offset. (f) All notices under this Letter Agreement will be in writing and will be deemed effective when delivered in person, by courier service, or 5 days after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail, addressed to the respective party at the address set forth below or to such other address as may hereafter be designated by like notice. Unless otherwise notified as set forth above, notice will be sent to each party as follows: You, to: The address as is maintained in the Company’s records The Company, to: IHS Inc. 00 Xxxxxxxxx Xxx Xxxx Xxxxxxxxx, XX 00000 Attention: President (g) This Lease shall Letter Agreement will be governed by and construed under and entered in accordance with the laws of the State where the Leased Premises are situateof Colorado without reference to rules relating to conflict of laws. (Dh) In This Letter Agreement constitutes the event that entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral (including any provision of this Lease shall be held invalid term sheet) between the Company (or unenforceable, no other its predecessor or affiliates) and you with respect to the subject matter hereof. This Letter Agreement also supersedes any inconsistent provisions of this Lease shall be affected by such holding, and all of the remaining provisions of this Lease shall continue in full force and effect pursuant to the terms hereof. (E) The Article captions are inserted only for convenience and reference, and are not intended, in any way, to define, limit, describe the scope, intent, and language of this Lease plan or its provisions. (F) In the event Lessee remains in possession of the premises herein leased after the expiration of this Lease and without the execution of a new lease and without Lessor's written permission, Lessee shall be deemed to be occupying said premises as a tenant from month-to-month, subject to all the conditions, provisions, and obligations of this Lease insofar as the same can arrangement that would otherwise be applicable to you to the extent such provisions would limit any rights granted to you hereunder or expand any restrictions imposed on you hereby. This Letter Agreement is intended to be a month-binding obligation upon both the Company and yourself. If this Letter Agreement correctly reflects your understanding, please sign and return one copy to Xxxxxxx Xxxxxx for the Company’s records. IHS INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President & Chief Human Resources Officer The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement to the same. /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx I, Xxxxxxx Xxxxxx, in consideration for the payment of the severance described in my Letter Agreement dated October 31, 2007, for myself and my heirs, executors, administrators and assigns, do hereby knowingly and voluntarily release and forever discharge IHS Inc. (the “Company”) and its respective predecessors, successors and affiliates and current and former directors, officers and employees from any and all claims, actions and causes of action, including, but not limited to-month tenancy except that , those relating to or arising from my employment or separation of employment with the monthly installment Company, including, but not limited to, under those federal, state and local laws and those applicable laws of Rent shall be One Hundred Fifty percent (150%) the amount due any other jurisdiction prohibiting employment discrimination based on the last month prior to such expiration. (G) If any installment of Rent (whether lump sumage, monthly installmentssex, race, color, national origin, religion, disability, veteran or marital status, sexual orientation or any other monetary amounts required protected trait or characteristic, or retaliation for engaging in any protected activity, including without limitation, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act, P.L. 101-433, the Equal Pay Act of 1963, 9 U.S.C. § 206, et seq., Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Civil Rights Act of 1991, 42 U.S.C. § 1981a, the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 791 et seq., the Family and Medical Leave Act of 1993, 28 U.S.C. §§ 2601 and 2611 et seq., whether KNOWN OR UNKNOWN, fixed or contingent, which I ever had, now have, or may have, or which my heirs, executors, administrators or assigns hereafter can, will or may have from the beginning of time through the date on which I sign this Lease Full and Complete Release (this “Release”) (collectively the “Released Claims”). I warrant and represent that I have made no sale, assignment or other transfer, or attempted sale, assignment or other transfer, of any of the Released Claims. I fully understand and agree that: 1. this Release is in exchange for severance payment to be paid by Lessee and deemed to constitute Rent hereunder) shall which I would otherwise not be paid when due, entitled; 2. no rights or non-monetary default shall remain uncured claims are released or waived that may arise after the expiration of any applicable cure period, Lessor shall date this Release is signed by me; 3. I am here advised to consult with an attorney before signing this Release; 4. I have the right to charge Lessee a late charge of $250.00 per month for each month that any amount of Rent installment remains unpaid or non-monetary default shall go uncured after the first such occurrence in any 12 month period. Said late charge shall commence after such installment is due or non-monetary default goes uncured after the expiration of any applicable cure period and continue until said installment, interest and all accrued late charges are paid in full or such non-monetary default is cured. (H) Any part of the Leased Premises may be conveyed by Lessor for private or public non-exclusive easement purposes at any time, provided such easement does not interfere with the access to the Leased Premises, visibility, or operations of the business of Lessee. In such event Lessor shall, at its own cost and expense, restore the remaining portion of the Leased Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, all to be done without adjustments in Rent to be paid by Lessee. All proceeds 21 days from any conveyance of an easement shall belong solely to Lessor. (I) For the purpose my receipt of this Lease, the term "Rent" shall be defined as Rent under Article 4, and any other monetary amounts required by this Lease Release within which to be paid by Lessee.consider whether or not to sign it;