Common use of Security Clause in Contracts

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently This Mortgage shall secure not only presently existing obligations under the Deferral Agreement and the other Fund Documents (including, without limitation, the Guarantee), but also future financial accommodations that constitute Obligations under the Deferral Agreement (whether such accommodations are obligatory or are to be made at the option of Mortgagee, or otherwise), to the same extent and with the same priority as if such future accommodations were made on the date of the execution of this Leasethe Original Mortgage, Tenant shall deposit with Landlord a sum equal and without regard as to twice whether or not there is any indebtedness outstanding at the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants effective date of this LeaseMortgage or at the date any such accommodation is made. It is agreed that Landlord[IF IN A MORTGAGE TAX STATE OR A STATE WHERE IT IS CUSTOMARY TO INSERT A MULTIPLE OF THE INDEBTEDNESS AS THE MAXIMUM PRINCIPAL INDEBTEDNESS: Subject to the limitations upon the maximum amount secured hereby, at Landlord's optionthis Mortgage secures all present and future Obligations under the Deferral Agreement, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable from time to time owing to the Funds by Tenant Obligors and/or Mortgagor under the Fund Documents. Notwithstanding anything contained in this LeaseMortgage to the contrary, the maximum principal amount which may be secured hereby at any one time is [ ] Dollars ($[ ]), plus interest thereon, and towards any disbursements made by Mortgagee for the performance payment of each and every of Tenant's covenants under this Leasetaxes, but special assessments, or insurance on the Mortgaged Property, with interest on such covenants and Tenant's liability under this Lease disbursements; provided, however, that the foregoing limitation shall thereby be discharged apply only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required maximum amount (within 10 days of being billed for same); thatthe lien created by this Mortgage, in the event this Security Deposit and it shall not be utilized for in any such purposesmanner limit, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after affect or impair any grant of a security interest or other right in favor of Mortgagee or the expiration Funds under the provisions of the Term Deferral Agreement or under any of the other Fund Documents at any time executed by Obligors or Mortgagor or any Guarantor.] [OR] [This Mortgage secures all present and future Obligations under the Deferral Agreement, and all other sums from time to time owing to the Funds by Obligors and/or Mortgagor under the Fund Documents.] To the fullest extent permitted by applicable law, the lien of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effectMortgage, as set forth on Schedule "C"to all such sums so owed, attached. Upon written request by Landlord, Tenant shall have seven priority over all subsequent liens and encumbrances, including statutory liens (7) days to make said paymentexcepting solely taxes and assessments levied on the Mortgaged Property secured by this Mortgage).

Security. Concurrently with 8.1 Landlord acknowledges receipt of the sum of Seventy One Thousand Six Hundred Twenty Five and 00/100 ($71,625.00) Dollars, which sum is equivalent to two (2) months of Basic Rental and Additional Rental as of the date of the execution of this Lease, Tenant which shall deposit with Landlord a sum equal be returned to twice Tenant, without interest, on the Total Monthly Rent applicable during day set forth for the first year expiration of the Leaseterm herein, i.e.provided, however, that Tenant has fully and faithfully carried out all of the sum of $117,970.78 (the "Security Deposit")terms, covenants and conditions on its part to be performed, and which sum shall be retained held by Landlord as a security for the payment by full and faithful of Tenant of to so perform under the rents herein agreed to be paid by Tenant conditions and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required have the right to pay require Tenant any interest on to increase the amount of said Security Depositsecurity deposit to reflect the then current Basic Rental by written notice to Tenant. Notwithstanding In addition, Landlord shall have the aboveright to require Tenant to increase the amount of said security deposit, provide a completion bond or irrevocable letter of credit in form satisfactory to Landlord to financially secure Landlord against the event that faithful performance of Tenant's stockholders equity as reported obligation to repair or restore the Premises at the termination of this Lease under Paragraph 12.2 hereunder, the amount of said increased security deposit, completion bond or irrevocable letter of credit to be determined by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then Landlord in its reasonable commercial judgment. Upon such eventwritten notice to Tenant, Tenant shall additionally pay Landlord an additional sum as such additional security deposit, provide said completion bond or said irrevocable letter of credit within Thirty (30) days. Landlord may apply security deposit, or so much thereof, or so much thereof as may be necessary, towards the remedying of any damage or condition that is the responsibility of Tenant which an inspection shall disclose. Nothing hereinabove contained shall, in any way, limit the right of Landlord to recover against Tenant for any damage or other condition arising out of the failure of Tenant to so perform. In no event shall Tenant have the right to cause or direct Landlord to apply the security deposit in an amount sufficient to raise against any monthly rental installment, including the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentlast month's rental installment.

Security. Concurrently Tenant shall deposit with Landlord unconditional “evergreen” letters of credit in substantially the form set forth in Schedule F attached hereto from a recognized commercial banking institution located in the State of New Jersey or the City of New York and having a net worth of at least $500,000,000.00 as follows: in the amount of $1,500,000.00 concurrently with the execution of this Lease; and in the amount of $1,225,000.00 within ten (10) business days after the execution of this Lease. The letters of credit (or renewals thereof) shall not expire earlier than the date that is sixty (60) days after the Expiration Date, provided, that, if Tenant is unable to obtain a letter of credit expiring as of such date, (i) such letter of credit with the “evergreen” renewals shall have a term of at least three (3) years, and (ii) Tenant shall deposit with deliver to Landlord a sum equal new letter of credit satisfying the provisions of this Section (a) at least sixty (60) days prior to twice the Total Monthly Rent applicable during the first year final expiration date of the Leaseexpiring letter of credit and, i.e.if Tenant fails to timely provide Landlord with such replacement letter of credit, Landlord will have the sum right to cash the letters of $117,970.78 (credit and retain the "Security Deposit"), which sum shall proceeds as security hereunder. The letters of credit will be retained held by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant full and for the faithful performance by Tenant of the terms and covenants of Tenant’s obligations under this Lease. It The letters of credit must be payable upon sight draft, together with a certification from Landlord that Tenant is agreed that in default under this Lease beyond any applicable notice and grace period. If (i) any Basic Rent, Additional Rent or other sum payable by Tenant to Landlord is not paid when due beyond any applicable notice and grace period, or (ii) Landlord makes any payments on behalf of Tenant after the expiration of any applicable notice and grace period, or (iii) Tenant fails to perform any of its obligations under this Lease beyond any applicable notice and grace period, then, in each case, Landlord will have the right, without prejudice to any other remedy Landlord may have, to draw down such letters of credit to compensate or reimburse Landlord, at Landlord's optionas the case may be, may at any time apply said sum or any part thereof toward the payment of the rents and all Basic Rent, Additional Rent or other sums such sum payable hereunder, or other loss or damage sustained by Tenant under this Lease, and towards the performance of each and every Landlord on account of Tenant's covenants under this Lease, but such covenants ’s default. The Security will not be deemed to be (x) a limitation on Landlord’s damages or other rights and Tenant's liability remedies available under this Lease shall thereby be discharged only pro tanto; that or at law or equity, (y) a payment of liquidated damages, or (z) an advance of the Basic Rent or Additional Rent. If Landlord uses, applies, or retains all or any portion of the Security, Tenant shall remain liable for any amounts that such sum shall be insufficient immediately restore the Security to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sumits original amount. If the letters of credit require renewal, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay furnish to Landlord a sum sufficient to restore the evidence of such renewal at least thirty (30) days prior to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration date of the Term letters of this Leasecredit. If Tenant fails to timely provide Landlord with such evidence of renewal, Landlord will have the right to cash the letters of credit and to retain the proceeds as security hereunder. Landlord shall will not be required to keep any cash security separate from its own funds. Landlord will have no fiduciary responsibilities or trust obligations with regard to any cash security and will not be obligated to pay Tenant any interest on said Security Depositany cash security. Notwithstanding Tenant shall not assign, pledge, hypothecate, mortgage or otherwise encumber the aboveSecurity. Provided that Tenant is not in default of any monetary obligations or any other material obligations hereunder, in then, on the event that three (3) year anniversary of Tenant's stockholders equity as reported by any annual report or other public announcement or press release’s commencement of the payment of Basic Rent, declines below fifty million dollars ($50,000,000.00), then in such eventand continuing on each anniversary thereafter, Tenant shall additionally pay Landlord an additional sum as additional security deposit be entitled to a ten percent (10%) reduction in the amount of the Security, until such time that the Security is an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental months of the then escalated Basic Rent. If Tenant is entitled to the reductions in effect, the Security as set forth on Schedule "C", attached. Upon written request by Landlordin the immediately preceding sentence, Tenant shall have seven deliver to Landlord either (7i) days an amendment to make said paymentthe existing letters of credit evidencing such reduced amount, or (ii) new letters of credit complying with the provisions of this Article 28 in such reduced amount to replace the letters of credit then being held by Landlord. Upon receipt of any such new letters of credit, Landlord shall return the letters of credit then being held by Landlord to Tenant. All terms applicable to the Security under this Article 28 shall otherwise apply.

Security. Concurrently As a general and continuing collateral security for the performance of the obligations of the Borrower towards the Lender under this Agreement and the Security Documents and the obligation to repay in principal, interest and accessories and upon the terms and conditions provided for hereunder and thereunder, all present and future Indebtedness of the Borrower to the Lender (collectively, the “Obligations”), the Borrower shall have, either prior to or concurrently with the execution of this Leasethese presents, Tenant shall deposit and in form and substance acceptable to the Lender; 1.5.1 executed a General Assignment of Book Debts Agreement in conformity with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year laws of the LeaseProvince of Quebec, i.e.pursuant to the terms of which the Borrower shall cede, assign and transfer to the Lender, free from any Liens other than Permitted Encumbrances, all of its debts, claims and demands now due or hereafter to become due; 7.1.2 executed the Bank Act Documents pursuant to the terms of which the Borrower shall assign to the Lender, free from any Liens other than Permitted Encumbrances, its Inventory, the sum whole under the Bank Act of $117,970.78 ([COUNTRY]; 7.1.3 executed the "Security Deposit")Transfer of Property in Stock Document pursuant to the terms of which the Borrower shall transfer to the Lender, free from any Liens other than Permitted Encumbrances, its Inventory, the whole under the Act respecting bills of lading, receipts and transfers of property in stock; 7.1.4 executed a Trust Deed of Hypothec, Mortgage and Pledge in accordance with the laws of the [State/Province] of [STATE/PROVINCE] in favor of the Trustee pursuant to the terms of which there shall be created on the assets and properties of the Borrower, both present and future and wheresoever situated, for an amount of [AMOUNT], a first fixed and floating hypothec, mortgage, pledge, charge, cession and transfer, subject only to Permitted Encumbrances; 7.1.5 issued under the terms of the Trust Deed in the name of the Lender its [%] Collateral Mortgage Demand Bond in the principal amount of [AMOUNT], which sum Bond shall be retained signed by Landlord the duly authorized officers of the Borrower, certified by the Trustee and delivered to the Lender. 1.5.6 executed a Pledge Agreement pursuant to the terms of which the Bond shall be pledged in favor of the Lender; 1.5.7 executed a Specific Assignment of the Insurance pursuant to the terms of which the Borrower shall cede, assign and transfer to the Lender, free from any Liens, all benefits arising under any and all Insurance. Furthermore, the Borrower shall provide the Lender with endorsements under the Insurance indicating the Lender and the Trustee as loss payees, as their respective interests may appear. 1.5.8 executed a Commercial Pledge Agreement in accordance with the laws of the [State/Province] of [STATE/PROVINCE] pursuant to the terms of which the Borrower shall pledge to the Lender machinery and equipment of the Borrower; 7.1.9 caused each of the Guarantors to execute and deliver its Guarantee pursuant to the terms of which each Guarantor guarantees all Indebtedness of the Borrower to the Lender, which Guarantee shall be of limited recourse wherein the Lender has recourse only to realization upon the shares of the Borrower pursuant to the Share Pledge Agreements; 7.1.10 caused each of the Guarantors to execute and deliver a Share Pledge Agreement pursuant to which the shares of the Borrower owned by such Guarantor are pledged to the Lender as security for the payment by Tenant repayment of present and future Indebtedness of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the Borrower to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.Lender;

Security. Concurrently with (a) Within two (2) business days after the full execution of this LeaseSublease and receipt of Prime Landlord’s Consent to the Sublease, Tenant Subtenant shall deposit with Landlord a sum equal deliver to twice Sublandlord an irrevocable, clean, commercial letter of credit in favor of Sublandlord, in form and substance reasonably acceptable to Sublandlord, in the Total Monthly Rent applicable during the first year amount of the Lease, i.e., the sum of One Million One Hundred Seventy Six Thousand Eighteen and 48/100 Dollars ($117,970.78 1,176,018.48) (the "Security Deposit"“LC”), which sum shall be retained issued by Landlord a United States financial institution reasonably acceptable to Sublandlord (“LC Bank”), as security for the payment full and faithful performance and observance by Tenant Subtenant of the rents herein agreed to be paid by Tenant terms, covenants, and for the faithful performance by Tenant conditions of this Sublease. The use, application, or retention of the terms LC, or any portion thereof, by Sublandlord shall not prevent Sublandlord from exercising any other right or remedy provided by this Sublease or by law, it being intended that Sublandlord shall not first be required to proceed against the LC, and covenants the LC shall not operate as a limitation on any recovery to which Sublandlord may otherwise be entitled. Subtenant shall cause the LC to remain in full force and effect during the entire Term and thereafter until sixty (60) days after the natural expiration or earlier termination (not due to an Event of Default (defined hereafter)) of this Lease. It is agreed that LandlordSublease. (b) Immediately upon, at Landlord's option, may and at any time apply said or from time to time after, the occurrence of an Event of Default, Sublandlord will have the unconditional right to draw on the LC at the LC Bank’s Manhattan offices located in New York, New York to the extent necessary: (i) to cure any default of Subtenant’s; (ii) to pay any other sum to which Sublandlord becomes obligated by reason of a Subtenant default; or (iii) to compensate Sublandlord for any part thereof toward monetary loss or damage which Sublandlord suffers thereby arising from a default by Subtenant. Upon the payment to Sublandlord of the rents proceeds of any draw or draws made by Sublandlord under the LC, together with any and all interest accruing thereon (collectively, “Draw Proceeds”), Sublandlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds: (i) to cure any default of Subtenant’s; (ii) to pay any other sums payable sum to which Sublandlord becomes obligated by Tenant under reason of a Subtenant default; or (iii) to compensate Sublandlord for any monetary loss or damage which Sublandlord suffers thereby arising from a default by Subtenant. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent, nor a measure of Sublandlord’s damages resulting from any default by Subtenant hereunder (past, present, or future). Further, immediately upon the occurrence and during the continuance of any Event of Default, Sublandlord may, from time to time and without prejudice to any other remedy, use the Draw Proceeds (whether from a contemporaneous or prior draw on the LC) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, and/or to pay to Sublandlord any and all amounts to which Sublandlord is entitled in connection with the pursuit of any one or more of its remedies hereunder. Any delays in Sublandlord’s draw on the LC or in Sublandlord’s use of the Draw Proceeds as provided in this LeaseSection will not constitute a waiver by Sublandlord of any of its rights hereunder with respect to the LC or the Draw Proceeds. Within five (5) business days after the application of the Draw Proceeds, and towards Subtenant will cause the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby LC to be discharged only pro tanto; that Tenant shall remain replenished to its full amount thereunder. Sublandlord will not be liable for any amounts indirect, consequential, special, or punitive damages incurred by Subtenant arising from a claim that Sublandlord violated the bankruptcy code’s automatic stay in connection with any draw by Sublandlord of any Draw Proceeds, Sublandlord’s liability (if any) under such sum shall be insufficient circumstances being limited to paythe reimbursement of direct costs as and to the extent expressly provided in this Section. Nothing in this Sublease or in the LC will confer upon Subtenant any property rights or interests in any Draw Proceeds; provided, however, that Landlord may exhaust within sixty (60) days after the natural expiration or earlier termination (not due to an Event of Default (defined hereafter)) of this Sublease, and after application of any or all rights proceeds towards any default by Subtenant hereunder, Sublandlord agrees to return any remaining unapplied balance of the Draw Proceeds then held by Sublandlord, and remedies against Tenant before resorting the LC itself (if and to said sumthe extent not previously drawn in full) to the Subtenant. Subtenant acknowledges that Sublandlord has the right to transfer its interest in this Sublease, but nothing herein contained shall require or be deemed to require Landlord so to do; and Subtenant agrees that in the event that Landlord does so apply all of any such transfer, Sublandlord shall have the right, at Subtenant’s sole cost and expense, to transfer or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore assign the LC and/or the Draw Proceeds to the then-required amount (within 10 days transferee. In such event, Subtenant shall look solely to such transferee for return of being billed for same); thatthe LC and/or the Draw Proceeds so transferred. Subtenant shall, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) business days next after the expiration of request by Sublandlord, execute such further instruments or assurances as Sublandlord may reasonably deem necessary to evidence or confirm Sublandlord’s transfer or assignment of the Term of this Lease. Landlord shall not be required LC and/or Draw Proceeds to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report such transferee or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentmortgagee.

Security. Concurrently As security for performance of obligations under this Agreement, the Borrower shall: ¨ Procure registration of land mortgage - , together with structures thereon in the execution amount, and under the conditions, method and mortgage agreement form as prescribed by the Lender; ¨ Procure registration of this Leasevessel mortgage - , Tenant in the amount, and under the conditions, method and mortgage agreement form as prescribed by the Lender promptly as may be practical, but no later than , and during such time that it is unable to do as required, the Borrower covenants that it shall deposit with Landlord a sum equal not encumber or create any preferential right over such vessel in favor of any person; þ Procure registration of machinery mortgage pursuant to twice the Total Monthly Rent applicable during details in Annex C attached hereto and deemed part hereof, in the first year amount, and under the conditions, method and mortgage agreement form as prescribed by the Lender promptly as may be practical, but no later than four months from the date of completion of installation of the Leasemachinery, i.e.and during such time that it is unable to do as required, the sum Borrower covenants that it shall not encumber or create any preferential right over such machinery in favor of $117,970.78 (any person; ¨ Procure the "Security Deposit")pledge of - to the Lender in the amount, which sum shall be retained and under the conditions, method and pledge agreement form as prescribed by Landlord the Lender; þ Procure that Fabrinet in Cayman Islands provide a guarantee for the Borrower’s debts, to the Lender in the amount, and under the conditions, method and guarantee form as prescribed by the Lender; ¨ Procure - under the conditions, method and agreement form as prescribed by the Lender; ¨ Procure the confirmation by - , who has mortgage/pledged/placed property or done anything in favor of the Lender as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant Borrower’s debts that such security remains to be the security under this Lease, and towards Agreement by entering into any juristic acts and/or dong any acts as required by the performance of each and every of Tenant's covenants Lender in all respects; ¨ - . During the time the Borrower’s obligations under this LeaseAgreement are outstanding, but such covenants and Tenant's liability the Borrower acknowledges that, if the Lender considers that the value of the property provided as security decreases or fails to cover the Borrower’s obligations under this Lease Agreement, the Borrower shall thereby be discharged only pro tanto; that Tenant shall remain liable for proceed to register and/or enter into other mortgage, pledge, guarantee and/or encumbrance agreements over any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any property or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in person acceptable by the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatLender, in the event this Security Deposit amount, and under the conditions, method and agreement form as prescribed by the Lender. The Borrower also covenants that it shall not be utilized for further mortgage, pledge or create any such purposesencumbrance over the property provided as security as mentioned above, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord and shall not be required to pay Tenant create any interest on said Security Deposit. Notwithstanding preferential right or charge over such property, unless the above, in prior written consent from the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentLender has been obtained.

Security. Concurrently with 8.1 No later than sixty (60) days after the execution of this LeaseEffective Date, Tenant Seller shall deposit with Landlord in an escrow account established by PacifiCorp in a sum equal banking institution acceptable to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., both Parties the sum of $117,970.78 $ (“Project Development Security”). Such sum shall earn interest at the "Security Deposit"rate applicable to money market deposits at such banking institution from time to time. In the event that the Commercial Operation Date occurs on or before , 200_, but after the Scheduled Commercial Operation Date, PacifiCorp shall be entitled to withdraw from the escrow account an amount equal to the Delay Liquidated Damages until such time as the amount in escrow shall be exhausted. If the Commercial Operation Date occurs after , 200 , but before all funds in the escrow account have been exhausted, and if Seller at such time does not owe other damages to PacifiCorp, then the escrow account shall be closed and all funds remaining in the escrow account at such time shall be paid to Seller. 8.2 From time to time, Seller shall provide PacifiCorp with security against defaults by Seller under this Agreement in such form and amount as may be reasonably required by PacifiCorp (“Default Security”), which sum shall and pursuant to such additional agreements or instruments as may be retained reasonably required by Landlord as PacifiCorp, including, but not limited to letters of credit, escrow accounts, step-in rights, security for interests in real property, equipment, fixtures, contracts, permits, easements, rights-of-way, pre-purchased fuel supplies, fuel supply contracts, thermal energy sales contracts, and fuel supply transportation contracts associated with the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this LeaseFacility. It is agreed that Landlord, at Landlord's option, PacifiCorp may at any time apply said sum time, or any part thereof toward pursuant to a request by Seller, recalculate the payment amount of the rents and all other sums payable by Tenant under Default Security required pursuant to this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatparagraph, in which case the event PacifiCorp shall increase or decrease the existing amount of Default Security, as appropriate, to conform the new requirements. At no time shall the amount of Default Security to which PacifiCorp is entitled pursuant to this Security Deposit paragraph be less than PacifiCorp’s Net Replacement Power Costs, as calculated pursuant to Section 11.4. 8.3 If requested by PacifiCorp, Seller shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten thirty (1030) days next after the expiration provide PacifiCorp with copies of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, its most recent annual and quarterly financial statements prepared in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentaccordance with generally accepted accounting principles.

Security. Concurrently Rather than being obligated to pay for Authorized Parts by contemporaneous payment in the manner provided for in Section 6.4.1, Gen-Probe shall have the right to provide KMC, concurrently with the execution issuance of this Leaseits purchase order, Tenant shall deposit with Landlord a sum equal firm, irrevocable letter of credit from Wxxxx Fargo Bank, N.A., or comparable financial institution (in form, amount and substance reasonably satisfactory to twice the Total Monthly Rent applicable during the first year of the LeaseKMC), i.e., the sum of $117,970.78 or a surety bond issued by a surety company acceptable to KMC (the "Security Deposit"bond and associated indemnity agreement to be in form and substance reasonably satisfactory to KMC), which sum shall be retained by Landlord as security for the costs of such Authorized Parts, plus KMC's handling charges of fifteen (15%) percent ("together, the "Authorized Parts Charges"). (KMC agrees that the form of bond attached as Exhibit 8 is generally acceptable to KMC. Such letter of credit or surety bond will guarantee payment for the Authorized Parts Charges only and will not provide coverage for any other aspect of this Agreement. Without in any manner releasing Gen-Probe of its payment obligations under Section 6.4.3 or 6.16, if Gen-Probe has not paid for such Authorized Parts (either by Tenant payment for Production Instruments incorporating such parts in accordance with Section 6.16), or directly by payment for such parts themselves) within eleven (11) months of the rents herein agreed to be paid date that KMC ordered such parts (as ordered or authorized by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the thenGen-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00Probe), then KMC shall separately invoice Gen-Probe for the cost of the Authorized Parts Charges. If Gen-Probe fails to pay such invoice in full, within thirty (30) days of issuance, then upon five (5) days written notice to Gen-Probe KMC shall be entitled to draw upon the letter of credit. If a surety bond is provided as security (rather than a letter of credit), KMC may make a claim against the surety bond for the amount of the invoice with a copy of the invoice and KMC's signed statement that such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient invoice remain unpaid. The surety may take up to raise the total Security Deposit to a sum equal to three thirty (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (730) days to verify a claim is valid after presentation of a claim by KMC. After verification of the validity of the claim, the Surety shall make said paymentpayment in a period not to exceed thirty (30) days.

Security. Concurrently with On the execution of this LeaseCommencement Date, Tenant Sublessee shall deliver to Sublessor, a cash security deposit with Landlord a sum equal to twice in the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum amount of $117,970.78 49,600.00 (the "“Cash Security Deposit"”). The Cash Security Deposit, which sum as applicable, shall be retained held by Landlord Sublessor as additional security for faithful and prompt performance of Sublessee’s obligations under this Sublease. In the payment event of a default under this Sublease, beyond all applicable notice and cure periods, Sublessor may, but shall not be obligated to, draw upon the Cash Security Deposit, as applicable, solely to the extent necessary to make good any arrearages in Rent and any other actual damage, injury, expense or liability caused to Sublessor by Tenant of the rents herein agreed to be paid by Tenant such default. If Sublessor is holding a Cash Security Deposit and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum expends all or any part of thereof toward to cure a default, then on notice from Sublessor to Sublessee, Sublessee shall immediately increase the payment amount of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that Cash Security Deposit in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the an amount equal to the then-required amount (within 10 days of being billed for same); that, in the event this drawn by Sublessor. The Cash Security Deposit shall not be utilized deemed an advance payment of Rent or a measure of Sublessor’s damages for any such purposesdefault hereunder by Sublessee. To the extent Sublessor has not applied all of the Cash Security Deposit, as applicable, to cure one or more defaults under this Sublease then such the Cash Security Deposit Deposit, as applicable, as the same may have been drawn upon, shall be returned by Landlord to Tenant Sublessee within ten thirty (1030) days next after the expiration or earlier termination of this Sublease. If and to the extent that the Cash Security Deposit is not timely returned to Sublessee, then interest thereon shall accrue at the rate of twelve percent (12%) per annum until fully repaid to Sublessee. In the event of any assignment of Sublessor’s interest in the Lease, Sublessor shall have the right to transfer the Cash Security Deposit as applicable, to the assignee and Sublessor shall, thereupon, be released by Sublessee from all liability for the return of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Cash Security Deposit. Notwithstanding the aboveDeposit and, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit Sublessee agrees to look solely to the new Sublessor for the return of the Cash Security Deposit. Sublessee further covenants that it will not assign or encumber, or attempt to assign or encumber, its interest in an amount sufficient to raise the total Cash Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effectand that neither Sublessor nor its successors or assigns shall be bound by any such assignment or encumbrance, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentor attempted assignment or attempted encumbrance.

Security. Concurrently with (a) The Borrower agrees that at all times before Security Termination, the execution Administrative Agent shall have an Acceptable Security Interest in the applicable Collateral as required below, subject to any permitted releases pursuant to the terms of this LeaseAgreement or the Security Documents, Tenant shall deposit with Landlord a sum equal to twice secure the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant performance and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents Secured Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (i) all Equity Interests issued by any Domestic Subsidiary and held by a Domestic Subsidiary; (ii) 65% of Voting Securities and 100% of Equity Interests that are not Voting Securities issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Domestic Subsidiary; and (iii) all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration Properties of the Term Credit Parties and their respective Subsidiaries other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Lease. Landlord Section 5.6 or any other provisions of the Credit Documents, neither the Borrower nor any Domestic Subsidiary shall not be required to pay Tenant grant any security interest on said Security Deposit. in the Equity Interests of any Foreign Subsidiary except 65% of the outstanding Voting Securities and 100% of the Equity Interests that are not Voting Securities in any First Tier Foreign Subsidiary. (b) Notwithstanding the above, in generality of the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00foregoing Section 5.6(a), then (x) with respect to each real property (other than Excluded Real Property) owned by a Credit Party on the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 90 days after the Amendment No. 4 Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), and (y) with respect to each real property (other than Excluded Real Property) acquired by a Credit Party after the Amendment No. 4 Effective Date, the Credit Parties shall provide the following to the Administrative Agent within 30 days after such eventacquisition (or such later date as may be agreed by the Administrative Agent in its sole discretion): (i) fully executed Mortgages covering such real property; (ii) at least five (5) Business Days prior to granting a Lien to the Administrative Agent thereon, Tenant shall additionally pay Landlord an additional sum if applicable, flood determination certificates and, if applicable, flood insurance as additional security deposit required under Section 5.3(c) above; (iii) satisfactory Lien searches from the counties in an amount sufficient which such real property is located and, if necessary, releases for Liens reflected thereon that are not Permitted Liens; and (iv) if such real property is to raise be considered as Eligible Real Property as elected by the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effectBorrower, such other requirements as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentin the definition of “Eligible Real Property”.

Security. Concurrently Tenant has deposited with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., Owner the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord 50,706.68 as security for the payment faithful performance and observance by Tenant of the rents herein agreed to be paid by Tenant terms, provisions and for the faithful performance by Tenant of the terms and covenants conditions of this Lease. It lease; it is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply all or retain the whole or any part of said Security Depositthe security so deposited to the extent required for the payment of any rent and additional rent, then or any other sum as to which Tenant is in default, or for any sum which Owner may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall, within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall pay Landlord a sum sufficient to restore fully and faithfully comply with all of the to terms, provisions, covenants and conditions of this lease, the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit security shall be returned by Landlord to Tenant within ten (10) days next after the expiration date fixed as the end of the Term lease and after delivery of this Leaseentire possession of the demised premises to Owner. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in In the event of a sale of the land and building, or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that Tenant's stockholders equity the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as reported security, and that neither Owner nor its successors or assigns shall be bound by any annual report such assignment, encumbrance, attempted assignment or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentattempted encumbrance.

Security. Concurrently with (a) The City hereby pledges and grants to the execution of this LeaseBank, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant the City when due of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may all Obligations now or at any time apply said sum hereafter owing to the Bank under this Agreement, the Fee Letter, and the Notes and the due and punctual observance and performance of the City’s Obligations to the Bank under this Agreement, the Fee Letter, the Notes, and the other Related Documents (collectively, the “Security”): (i) the portion of the proceeds from the sale of Series Revolving Credit Revenue Obligations issued to repay Obligations to the Bank; (ii) Other Monies which the City determines to make available to pay the Obligations hereunder or under the Fee Letter or the Notes; and (iii) a first lien and security interest in the Junior Subordinate Lien Revenues, subject to being on a parity with any part thereof toward additional Junior Subordinate Lien Obligations issued or incurred in accordance with Section 6.05 hereof. (b) The City has determined that the Obligations are “Junior Subordinate Lien Revenue Obligations” and, accordingly hereby grants a first lien on and pledge of Junior Subordinate Lien Revenues to secure payment of the Obligations under this Agreement, the Fee Letter and the Notes. Such lien and pledge shall be subordinate only to the lien and pledge of the Net Operating Revenues securing the payment of Senior Lien Revenue Obligations and the rents lien and all other sums payable by Tenant under this Lease, pledge of the Designated Revenues securing the Junior Lien Revenue Obligations and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient on a parity with the lien and pledge of Junior Subordinate Lien Revenues securing the payment of any Junior Subordinate Lien Revenue Obligations outstanding from time to pay; that Landlord may exhaust time and shall be senior in payment priority to any other expenditure or obligation of the System other than Expenses of Maintenance and Operation, Senior Lien Revenue Obligations and Junior Lien Revenue Obligations. (c) The City shall in good faith and with due diligence endeavor to sell, or cause to be sold, a sufficient principal amount of Series Revolving Credit Revenue Obligations to have funds available, together with other moneys available therefor, to pay all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the amounts owed to the then-required amount (within 10 days Bank. The proceeds of being billed all Series Revolving Credit Revenue Obligations, other than proceeds therefrom that have been issued for same); thatother purposes as permitted under Section 6.05 hereof, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord applied solely to Tenant within ten (10) days next after pay the expiration amount outstanding of any Obligations of the City to the Bank then due and owing, including any Revolving Loans and Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentLoans.

Security. Concurrently with (a) To the execution extent requested by Indemnitee and approved by the Board of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e.Directors, the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, Company may at any time apply said sum or any part thereof toward and from time to time provide security to Indemnitee for the payment obligations of the rents and all Company hereunder through an irrevocable bank line of credit, funded trust or other sums payable collateral or by Tenant under this Leaseother means. Any such security, and towards once provided to Indemnitee, may not be revoked or released without the performance prior written consent of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in Indemnitee. (b) In the event that Landlord does so apply all of a Potential Change in Control or part of said Security DepositChange in Control, then Tenant shall pay Landlord the Company shall, upon written request by Indemnitee, create a sum sufficient to restore trust for the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration benefit of the Term Indemnitee and from time to time upon written request of this Lease. Landlord Indemnitee shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in fund such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit trust in an amount sufficient to raise satisfy any and all Expenses reasonably anticipated at the total Security Deposit time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all other Indemnifiable Amounts for all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which Independent Legal Counsel is involved. The terms of the trust shall provide that upon a sum equal Change in Control (i) the trust shall not be revoked or the principal thereof invaded without the written consent of Indemnitee, (ii) the trustee shall advance, subject to three and in accordance with Section 2(a), any and all Expenses to Indemnitee (3and Indemnitee hereby agrees to reimburse the trust under the circumstances under which Indemnitee would be required to reimburse the Company under Section 2(b)), (iii) times Total Monthly Rental then the trust shall continue to be funded by the Company in effectaccordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise and (v) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as set forth the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement for all Claims relating to Indemnifiable Events. The trustee shall be chosen by Indemnitee. The Company shall pay all costs of establishing and maintaining the trust, and shall indemnify the trustee against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or the establishment or maintenance of the trust. Nothing in this Section 4 shall relieve the Company of any of its obligations under this Agreement. All income earned on Schedule "C"the assets held in the trust shall be reported as income by the Company for federal, attached. Upon written request by Landlordstate, Tenant shall have seven (7) days to make said paymentlocal and foreign tax purposes.

Security. Concurrently with The Borrower agrees that at all times before the execution termination of this LeaseAgreement, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year payment in full of the LeaseObligations (other than reimbursement and indemnity obligations which survive for which the Borrower has not received a notice of claim and with respect to any Letter of Credit Obligations, i.e.such obligations that have been cash collateralized on terms and in amounts reasonably acceptable to the applicable Issuing Lenders or other arrangements have been made that are satisfactory to the applicable Issuing Lenders), and termination in full of the Revolving Commitments, the sum of $117,970.78 (Administrative Agent shall have an Acceptable Security Interest in the "Security Deposit")applicable Collateral, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed required below, subject to be paid by Tenant and for the faithful performance by Tenant of any permitted releases pursuant to the terms and covenants of this Lease. It is agreed that LandlordAgreement or the Security Documents and to the grace periods set forth in Section 5.8 below and Schedule 5.8 with respect to newly created or acquired Subsidiaries or Unrestricted Subsidiaries designated as Restricted Subsidiaries, at Landlord's option, may at any time apply said sum or any part thereof toward to secure the performance and payment of the rents Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (a) all Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Borrower; (b) 66% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary and 100% of the outstanding non-Voting Securities issued by any First Tier Foreign Subsidiary; and (c) all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration Properties of the Term Credit Parties other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Lease. Landlord Section 5.7 or any other provisions of the Credit Documents, (i) neither the Borrower nor any Domestic Subsidiary shall not be required to pay Tenant grant any security interest on said Security Deposit. Notwithstanding in more than 66% of the above, in the event that Tenant's stockholders equity as reported Voting Securities issued by any annual report First Tier Foreign Subsidiary, (ii) neither the Borrower nor any Subsidiary shall be required to grant any security interest in Equity Interests in any Foreign Subsidiary that is not a First Tier Foreign Subsidiary, and (iii) no Foreign Subsidiary or other public announcement Unrestricted Subsidiary shall be required to grant an Acceptable Security Interest in any of its Properties or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise otherwise be bound by the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentrequirements of this Section 5.7.

Security. Concurrently with 4.1 Except for unsecured loans, the execution Borrower shall provide legal and effective security acceptable to the Lender for the performance of its obligations hereunder. A security contract will be entered into separately. 4.2 The Borrower shall promptly notify the Lender of any damage, depreciation, title dispute, seizure or attachment of the collateral hereunder, or unauthorized disposal of the collateral by the mortgagor, or any adverse change to the guarantor’s financial condition, or any other adverse change to the claims of the Lender, and provide other security that is acceptable to the Lender. 4.3 The Lender may conduct regular or ad hoc review of the value of the collaterals and the guarantee capability of the guarantor. If after such review, the Lender considers that the value of the collaterals or the guarantee capability of the guarantor has diminished, the Borrower shall provide additional security or guarantee equivalent to such diminished part of the value of the collateral or the guarantee capability of the guarantor, or provide other security or guarantee acceptable to the Lender. 4.4 Where upon the approval of the Lender, the loan hereunder is secured by a pledge over accounts receivable, the Lender may declare that the loan becomes immediately due and payable, and require the Borrower to immediately repay all or part of the principal and pay the interest of the loan, or provide additional legal, effective and sufficient security acceptable to the Lender, if any of the following events occurs within the term of this Lease, Tenant shall deposit with Landlord a sum equal Contract: (1) the bad debt ratio in relation to twice accounts receivable by the Total Monthly Rent applicable during pledgor from the first year payer of such accounts receivable increases for two consecutive months; (2) the accounts receivable that are due but not recovered by the pledgor from the payer of such accounts receivable represent at least 5% of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed total outstanding accounts receivable to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the payer to the then-required amount (within 10 days of being billed for same)pledgor; that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three or (3) times Total Monthly Rental then in effectany trade dispute (including without limitation dispute over quality, as set forth on Schedule "C"technology or service) or debt dispute arises between the pledgor of the accounts receivable and relevant payer or other third party, attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentwhich may prevent the accounts receivable from being settled when they become due.

Security. Concurrently Tenant has deposited with Landlord, as security for Tenant’s compliance with this lease, the execution Security, in cash or, if requested by Landlord or Tenant, by a standby letter of credit on the terms, and substantially in the form, attached to this Leaselease as Exhibit D, issued by a bank that is a member of the New York Clearing House Association, L.L.C. having its principal office in the City of New York and otherwise acceptable to Landlord (the “Letter of Credit”). If there is a Default, Landlord may use all or any portion of the Security to cure the Default or for the payment of any other amount due and payable from Tenant shall to Landlord in accordance with this lease. Tenant shall, within 15 days following Landlord’s notice, deposit with Landlord in cash or by a sum equal Letter of Credit an amount sufficient to twice restore the Total Monthly Rent applicable during the first year full amount of the LeaseSecurity (without giving consideration to any interest accrued on the Security). Landlord shall not, i.e.unless required by any Law, pay interest to Tenant on the sum Security, and if Landlord is required to maintain the Security in an interest bearing account or pay any interest to Tenant, Landlord shall retain the maximum amount of $117,970.78 interest permitted under any Law (which Landlord may withdraw and retain annually or at any other times). Tenant shall not assign (other than to a permitted assignee of this lease) or encumber the "Security Deposit")Security, which sum shall be retained by Landlord as security for the payment and no prohibited assignment or encumbrance by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Security shall bind Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay exhaust its remedies against Tenant or the Security before having recourse to Tenant, any interest on said Guarantor, the Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by or any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request held by Landlord, or before exercising any right or remedy, and recourse by Landlord to any one of them, or the exercise of any right or remedy, shall not affect Landlord’s right to pursue any other right or remedy or Landlord’s right to proceed against the others. If there is then no uncured Default, the Security and any accrued and unpaid interest thereon, or any balance, shall be paid or delivered to Tenant promptly after the Expiration Date and Tenant’s vacating of the Premises in accordance with this lease. If Landlord’s interest in the Building is sold or leased, Landlord shall have seven transfer the Security and any accrued and unpaid interest thereon, or any balance, to the new Landlord and, upon such transfer, the assignor shall thereupon be automatically released by Tenant from all liability for the return of the Security or any interest (7) days and Tenant agrees to make said payment.look solely to the assignee for the return of the Security or any interest). If the Security is by a Letter of Credit, the following provisions of this Section shall apply (in addition to the other provisions of this Article):

Security. Concurrently with 2.1 The Company hereby mortgages to the execution Noteholders by way of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord equitable mortgage as a continuing security for the payment by Tenant and discharge of the rents herein agreed Secured Obligations, the Mortgaged Shares. 2.2 The Company hereby charges to be paid the Noteholders by Tenant and way of first fixed charge as a continuing security for the faithful performance by Tenant payment and discharge of the terms Secured Obligations, all its right, title, interest and covenants benefit present and future in, to and under the Mortgaged Shares. 2.3 Any receipt, release or discharge of any security interest created by this or of any Liability arising under this may be given by the Noteholders in accordance with the provisions of this Lease. It is agreed that Landlord, at Landlord's option, may at Mortgage and shall not release or discharge the Company from any time apply said sum Liability owed to the Noteholders for the same or any other monies which may exist independently of this Mortgage or the Notes. Where such receipt, release or discharge relates to only part thereof toward the payment of the rents and all Secured Obligations such receipt, release or discharge shall not prejudice or affect any other sums payable by Tenant under this Lease, and towards part of the performance Secured Obligations nor any of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all the rights and remedies against Tenant before resorting to said sumof the Noteholders under this Mortgage or under the Notes nor any of the obligations of the Company under this Mortgage or the Notes. 2.4 Upon the unconditional and irrevocable payment or discharge of all Secured Obligations, but nothing herein contained the security interests created by this Mortgage shall require automatically be released and the obligations of the Company shall automatically be discharged. Such release shall not prejudice the rights of the Noteholders under Clause 13. 2.5 Any release, discharge or settlement between the Company and the Noteholders shall be deemed to require Landlord so to do; that in the event that Landlord does so apply all conditional upon no security, disposition or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the payment to the then-required amount (within 10 days of Noteholders being billed for same); thatvoid, in the event this Security Deposit shall not set aside or ordered to be utilized refunded pursuant to any enactment or law relating to liquidation or insolvency or for any other reason whatsoever and if such purposes, then such Security Deposit condition is not fulfilled the Noteholders shall be returned by Landlord entitled to Tenant within ten (10) days next enforce this Mortgage as if such release, discharge or settlement had not occurred and any such payment not been made, provided that any release, discharge or settlement between the Company and the Noteholders shall become unconditional six months and a day after the expiration date of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press such release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentdischarge or settlement.

Security. Concurrently with (a) Tenant shall deliver to Landlord upon execution hereof by Tenant, as security for the execution performance of Tenant’s obligations under this Lease, either an unconditional, clean, irrevocable letter of credit in the amount of $128,282.00 (“Security Deposit Amount”) in the form annexed hereto as Exhibit G and issued by a bank reasonably satisfactory to Landlord (the “Letter of Credit”) or a cash security deposit by certified check or wire transfer in the amount of the Security Deposit Amount (the “Cash Security”). The Letter of Credit shall provide that it is assignable by Landlord without charge and shall either (i) expire on the date which is 60 days after the expiration or earlier termination of this Lease (the “LC Date”) or (ii) be automatically self-renewing until the LC Date. If any Letter of Credit is not renewed at least 60 days prior to the expiration thereof or if Tenant holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease, Landlord may draw upon the Letter of Credit and hold the proceeds thereof as security for the performance of Tenant’s obligations under this Lease. Landlord may draw on the Letter of Credit (or the proceeds thereof) and/or the Cash Security to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease (including, without limitation, (i) any sum which Landlord may expend or may be required to expend by reason of Tenant’s default, and/or (ii) any damages to which Landlord is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry by Landlord). If Landlord shall have so drawn upon the Letter of Credit (or the proceeds thereof) and/or Cash Security, Tenant shall, within five (5) days of demand, deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 amount so drawn by Landlord. The failure to make such deposit within such five (the "Security Deposit"), which sum 5) day period shall be retained by Landlord as security for the payment by Tenant deemed an Event of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this LeaseDefault hereunder. Landlord shall not be required to pay deposit the Cash Security into an interest bearing account. (b) Provided Tenant is not in default under this Lease and Tenant has surrendered the Premises to Landlord in accordance with all of the terms and conditions of this Lease, on or before the LC Date: (i) Landlord shall return to Tenant the Letter of Credit (or the proceeds thereof) and/or Cash Security then held by Landlord or (ii) if Landlord shall have drawn upon such Letter of Credit (or the proceeds thereof) and/or Cash Security to remedy defaults by Tenant in the payment or performance of any interest on said of Tenant’s obligations under this Lease, Landlord shall return to Tenant that portion, if any, of the proceeds of the Letter of Credit and/or Cash Security remaining in Landlord’s possession. (c) Upon a sale or other transfer of the Land or the Building (or both), Landlord shall transfer the Letter of Credit or the cash proceeds and/or Cash Security to its transferee. With respect to the Letter of Credit, within 5 days after notice of such transfer, Tenant, at its sole cost, shall (if required by Landlord) arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord in the foregoing notice or have the Letter of Credit reissued in the name of the new landlord. Upon such transfer of the Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay look solely to the new landlord for the return of the Security Deposit (or remaining portion thereof) and thereupon Landlord an additional sum as additional security deposit in an amount sufficient shall without any further agreement between the parties be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to raise every transfer or assignment made of the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attachednew landlord. Upon written request by Landlord, Tenant shall have seven (7) days not assign or encumber or attempt to make said paymentassign or encumber the Security Deposit and neither Landlord nor its successors or assigns shall be bound by any such action or attempted assignment, or encumbrance.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (44,000 upon the "Security Deposit"), which sum shall be retained by Landlord signing of this lease as security for the payment faithful performance and observance by Tenant of the rents herein agreed to be paid by Tenant terms, provisions and for the faithful performance by Tenant of the terms and covenants conditions of this Leaselease. It is agreed that Landlordin the event Tenant defaults in respect of any of the terms, at Landlord's optionprovisions and conditions of this lease, including but not limited to, the payment of rent and additional rent, Landlord may at any time use, apply said sum or retain the whole or any part thereof toward of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the rents terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all other sums payable of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee upon written notice to Tenant and Landlord shall thereupon be released by Tenant under this Leasefrom all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, and towards encumbrance, attempted assignment or attempted encumbrance. All interest and/or dividends, if any, accruing on the security deposited, whether in cash or otherwise as aforesaid, shall remain Tenant's property* and, provided Tenant is not in default in the performance of the terms, conditions and covenants of this lease, shall be paid to Tenant after each and every of Tenant's covenants under this Leasecalendar year during the term, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; provided, however, that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that make a written demand therefor no later than January 31st in the event that Landlord does so apply all or part each year. * Less standard management charge of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment1%.

Security. Concurrently with Payment and performance of all indebtedness, liabilities and obligations of Borrower to Lender and any other indebtedness and liabilities of Borrower to Lender, whether under the execution of this LeaseNote or otherwise, Tenant shall deposit with Landlord be secured by: (a) a sum equal first priority security interest in the Collateral pursuant to twice the Total Monthly Rent applicable during the first year terms of the LeaseSecurity Agreements; (b) the Guaranty; (c) a certain Amended and Restated Pledge Agreement of Guarantor in favor of Lender covering all shares of Brohm, i.e.Stibnite and Barrier; (d) a certain First Mortgage, Assignment of Rents and Royalties, Security Agreement and Financing Statement executed by Stibnite and Barrier dated as of April 12, 1996 granting thereby to Lender a first priority mortgage lien on the real estate and all improvements thereon located at the Stibnite Mine, as amended by a certain First Amendment of even date herewith; (e) a certain Mortgage-Collateral Real Estate Mortgage executed by Brohm dated as of April 12, 1996 granting thereby to Lender a first priority mortgage lien on the real estate and all improvements thereon known as the Gilt Edge property of Brohm (including, without limitation, the sum Anchor Hill Mine), as amended by a certain First Amendment of even date herewith; (f) a certain Collateral Assignment and Pledge Agreement executed by Dakota with respect to a certain $117,970.78 3,000,000 promissory note of USMX, Inc., a Delaware corporation in favor of Dakota and the pledge of shares of MXUS, S.A. de C.V., a Mexican corporation; (g) a Mortgage and Pledge Agreement pledging Thunder Mountain (Valley County) contracts and rights described therein; (h) an Intercreditor Agreement among Lender, N~X. Xxxxxxxxxx & Sons Limited and Dakota dated as of February 26, 1997, as amended by a certain First Amendment of even date herewith; and (i) such other security documents as rnay he required by Lender and necessary to attach or perfect a Lien in the items covered by Subsections (a) through (h) above. All agreements and instruments described in this Section 7, together with any and all other agreements and instruments now or hereafter securing the Note, are sometimes hereinafter referred to collectively as the "Security DepositDocuments" and individually as a "), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule Document"C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently A. Tenant shall, upon execution of this lease, deposit with Landlord the sum of Two Hundred Thousand ($200,00.00) security (“Security”) for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, and fails to cure the same within any applicable grace and/or notice periods, then, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains all or any portion of the Security Tenant shall immediately upon Landlord’s demand restore the amount so applied so that Landlord has on deposit the full amount of Security. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be promptly returned to Tenant. In the event of a sale of the land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. B. In lieu of the cash security provided for above, Tenant may deliver to Landlord, an irrevocable, clean, commercial letter of credit in the amount of $200,000.00 DOLLARS and 00/100 (the “Letter”), issued by a bank which is authorized, or a bank that has a corresponding banking relationship with a bank which is authorized, by the State of New York to conduct banking business in New York State and is a member of the New York Clearing House Association, which shall permit Landlord (a) to draw thereon up to the full amount of the credit evidenced thereby in the event of any default by Tenant in the terms, provisions, covenants or conditions of this Lease beyond applicable grace, notice and/or cure periods or (b) to draw the full amount thereof to be held as cash security pursuant to Article 34 hereof if for any reason the Letter is not renewed within forty five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring forty five (45) days after the Expiration Date), (ii) expressly provide for the issuing bank to notify Landlord in writing not less than thirty (30) days prior to its expiration as to its renewal or non-renewal, as the case may be, and (iii) if not so renewed each year (or later period of expiration) shall be immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security). Not less than forty-five (45) days prior to the expiration date of each Letter (and every renewal thereof), Tenant shall deliver to Landlord a renewal or new Letter subject to all of the conditions aforesaid. Failure by Tenant to comply with the execution provisions of this Article beyond applicable grace, notice and/or cure periods shall be deemed a material default hereunder entitling Landlord to exercise any and all remedies as provided in this Lease for default in the payment of fixed rent and, to draw on the existing Letter up to its full amount. Provided Tenant is not then and has not been (during the first five (5) Lease Years of the term) in default hereunder and provided Tenant has a net operating income of at least $3,500,000 during the fifth Lease Year, (which shall be documented to Landlord’s reasonable satisfaction, including but not limited to delivery of a certified statement from a nationally recognized certified public accountant) then commencing on the fifth anniversary of the Commencement Date of this Lease, Tenant the security shall deposit with Landlord a sum equal be reduced by Eighty Nine Thousand Two Hundred Forty Seven Dollars ($89,247.00) to twice One Hundred Ten Thousand Seven Hundred and Fifty Three Dollars ($110,753.00), which amount shall remain the Total Monthly Rent applicable during security for the first year balance of the term of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently If the Specified Project is a Secured Project then the Seller shall deliver to the Buyer a Subscribed Standard Security in exchange for payment of (the Security Payment, together with: a Legal Report brought down to a date as near as practicable to the date of settlement which Report will show: no entries adverse to the Seller's interest in the Specified Project Site (or relevant part thereof); where the Seller's interest in the Specified Project Site is registered in the Land Register of Scotland:- the Advance Notice for the Standard Security; and no other Advance Notices; and clear searches in the Personal Register against the Seller and any party having an interest in the Specified Project Site for a period of 5 years brought down to a date as near as practicable to the Effective Date; a search in the Register of Community Interests in Land brought down as near as practicable to the date of settlement showing nothing prejudicial to the ability of the Seller to validly grant the Standard Security to the Buyer; In the event that the Seller’s title to the Specified Project Site is recorded in the General Register of Sasines an application for registration of the title to the Specified Project Site in the Land Register of Scotland together with all relevant supporting documentation to be submitted to Registers of Scotland, which will include a plan which meets the requirements of Registers of Scotland, all in a form approved by the Buyer acting reasonably. The application will confirm that there has not been any limitation or restriction on the examination of title to the Specified Project Site and the Seller will take into account any reasonable representations made in writing by the Buyer. The Seller will deliver the signed application form (as approved by the Buyer) and all necessary supporting documentation to the Buyer with the execution Standard Security; A letter of consent to the grant of the Standard Security from any party holding a standard security affecting the Specified Project Site, in a form approved by the Buyer, acting reasonably. If required by the holder of any standard security the Seller will deliver a ranking agreement in respect of each such prior standard security, validly executed by the Seller and the holder of such prior standard security (such ranking agreement to be in terms to be approved by the Buyer acting reasonably and providing for (a) the holder of such prior standard security to rank ahead of the Buyer’s Standard Security and (b) an acknowledgement that any power of sale included within such prior standard security would be exercised subject to and with the benefit of this LeaseContract), Tenant shall deposit together with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year signed land registration forms in respect of the Leaseinterests of the Seller and the holder of the prior standard security respectively; In the event that the Seller is a company or industrial and provident society, i.e.searches in the Register of Charges and company file of the Seller (including a search to identify the directors and the secretary of the Seller as at the date of signing the Standard Security) from the date of its incorporation or the date of inception of the Register (whichever is the later) brought down: as near as practicable to the Effective Date; and within 3 months following the Effective Date, to a date at least thirty six days after Effective Date in both cases disclosing no entry prejudicial to the sum Seller’s ability to grant the Standard Security, but the Seller's Solicitors will not provide a letter of $117,970.78 obligation in respect of the updated search in the Register of Charges and company file; a letter of non-crystallisation from the holder of each and every floating charge affecting the Specified Project Site, such letter to be in the chargeholder's usual form and to include consent to the grant of the Standard Security The Buyer shall grant a valid and effective discharge of the Standard Security on the expiry or sooner termination of this Agreement (save in the "Security Deposit"event of termination as a result of any breach by the Seller, where the Buyer still retains an ability to pursue the Seller for damages or compensation, whether in terms of this Agreement or otherwise), which sum . The Seller shall be retained by Landlord as security for entitled without the payment by Tenant consent of the rents herein agreed Buyer to grant one prior ranking standard security over its interest in the Specified Project Site and Ancillary Lands or any part to any bank or other recognised financial institution and the Buyer shall within 20 Business Days of written request execute such documentation as may be paid necessary to effect such prior ranking, whether by Tenant and for way of ranking agreement or deed of postponement or otherwise provided always that the faithful performance by Tenant of grantee under such standard security undertakes to the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum Buyer not to transfer the Specified Project Site and/or Ancillary Lands or any part thereof toward by virtue of their power of sale without taking the payment transferee bound (by way of direct undertaking to the Buyer on terms acceptable to the Buyer, acting reasonably) to implement the Seller’s obligations under this Contract or, at the Buyer’s request, to take a novation of the rents Seller's rights and all other sums payable by Tenant obligations under this LeaseAgreement, in terms of an agreement that is acceptable to the Buyer, acting reasonably. All costs properly and towards reasonably incurred by the performance Buyer in terms of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum Clause 13.3 shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in met by the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentSeller.

Security. Concurrently with This Note (as may be amended from time to time) and all principal payments due or becoming due under this Note shall be secured during this Note by specific assets of the Borrower, as described below, and pursuant to a Security Agreement executed and delivered by the Borrower dated as of the date hereof (“Security Agreement”). For purposes of the Security Agreement, the specific assets to be secured by the Borrower in favor of the Lender will be limited to (i) 50% of any offering proceeds received by Borrower from any financing transaction as delineated in Section 8 hereof, and (ii) 25% of the initial franchise fees received by Borrower upon the execution of this Lease, Tenant shall deposit a franchise agreement with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year any new franchisee of the Lease, i.e.Borrower (collectively, the sum of $117,970.78 (the "Security Deposit"“Collateral”), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment intention of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; parties that in the event of any default under any this Note or any of the Loan Documents (as defined below), and in addition to any proceeds that Landlord does so apply might result from an offering described in the Section 8 hereunder that are required to be remitted to Lender as repayment from any future financings, Lender shall be entitled to receive 25% of the proceeds of any initial franchise fees received by Borrower upon the execution of a franchise agreement with any new franchisee of Borrower until all or part unpaid principal and interest under this Note have been paid in full. The Borrower represents that the initial franchise fee paid by new franchisees as of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the date of this Note are $46,500.00 as described in Borrower’s form franchise agreement. Reference is made to the then-required amount Security Agreement for a description of the Collateral (within 10 days as defined therein), and the rights and remedies of being billed for samethe Lender (or another Holder) in respect thereof. This Note, the Security Agreement, the Asset Purchase Agreement and any UCC financing statements or other documents, instruments and agreements evidencing, guaranteeing or securing the Note, and all written amendments, replacements or supplements to any of them, are collectively referred to as the “Loan Documents”); that. At any time or from time to time upon the request of the Lender, the Borrower will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Lender may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Borrower shall take such actions as the Lender may reasonably request from time to time to ensure that the obligations under any of the Loan Documents are secured by the Collateral. The Borrower shall not (i) take or omit to take any action which action or omission might or would materially impair the security interests in favor of the Lender with respect to the Collateral or (ii) grant to any Person (other than the Lender pursuant to the Collateral Documents) any interest whatsoever in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentCollateral.

Security. Concurrently Tenant shall deposit with the Landlord, upon Tenant’s execution of this Lease, Tenant shall the security deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year specified in Paragraph N of the Lease, i.e., the sum of $117,970.78 Basic Lease Provisions (the "“Security Deposit"), which sum shall be retained by ”) with Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant full and for the faithful performance by Tenant of the terms every term and covenants covenant of this Lease. It is agreed that LandlordIn the event Tenant defaults in the performance of any of its obligations hereunder, at Landlord's optionor otherwise breaches this Lease, Landlord may at any time apply said sum use, apply, or retain all or any part thereof toward portion of the Security Deposit for the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable any amount due Landlord or to reimburse or compensate Landlord for any amounts that such sum liability, cost, expense, loss or damage (including attorneys’ fees) which Landlord shall be insufficient to pay; that suffer or incur by reason thereof. If Landlord may exhaust any uses or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply applies all or part any portion of said the Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatshall, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after written request therefore deposit monies with Landlord sufficient to restore the expiration of Security Deposit to the Term of full amount required by this Lease. Upon the expiration or earlier termination of this Lease and performance of all of Tenant’s obligations hereunder, Landlord shall return the Security Deposit or any balance thereof to Tenant. Tenant shall not be required entitled to pay Tenant any interest on said the Security Deposit. Notwithstanding , and Landlord shall be entitled to commingle the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit with its general funds. No part of the Security Deposit shall be considered to be held in trust, to bear interest for its use, or to be a sum equal prepayment for any-monies to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request be paid by Landlord, Tenant shall have seven (7) days to make said paymentunder this Lease.

Security. Concurrently with BANK GUARANTY 14.1 As surety to the execution fulfillment of all the obligations pursuant to this LeaseLease Agreement, the Tenant shall deposit with present to the Landlord prior to, and as a sum equal condition to, entering upon the Demised Premises for the purposes of carrying out the internal work as detailed in Section 4.3 above, an assignable unconditional bank guaranty, made out to twice the Total Monthly Rent applicable during the first year benefit of the LeaseLandlord, i.e.exercisable in installments, stamped as required by law, at the expense of the Tenant, in the form annexed to this Lease as Exhibit B, to remain in force until 45 days after the end of the Lease Term, in the sum of $117,970.78 43,500 (forty three thousand five hundred U. S. Dollars). 14.2 The Tenant shall bear all the "Security Deposit")costs of the bank guaranties, including the fees of the guarantor bank. 14.3 The Landlord shall be entitled to exercise the guaranty (or a part thereof, as the case may be, and in accordance with the amount of the debt) in any case of a fundamental breach of this Lease Agreement by the Tenant or in any case in which any funds are due to the Landlord from the Tenant, which sum shall be retained by Landlord as security for were not paid when due, provided that the payment by Tenant was provided with 14 days' prior written notice before the drawing down of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It guaranty. 14.4 The foregoing notwithstanding, it is agreed that Landlord, at Landlord's option, the Tenant may at any provide the Landlord with a bank guaranty for a shorter period of time apply said sum or any part thereof toward on condition that the payment Tenant sees to it that the effectiveness of the rents and all other sums payable by guaranty is extended from time to time at least fourteen (14) days prior to its anticipated expiration date. 14.5 If the Tenant under this Leasedoes not present the Landlord with an alternative bank guaranty at the aforesaid time, and towards then the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum Landlord shall be insufficient entitled to pay; that Landlord may exhaust any or all rights and remedies against exercise the full bank guaranty in its possession, provided it notifies the Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that thereof in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the writing 14 days prior to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration drawing down of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentguaranty.

Security. Concurrently with 7.1. When a governing body of any jurisdiction in which the execution Ceding Company legally operates or to which it submits requires as a condition to credit for the reinsurance provided by this Agreement that the Reinsurer delivers securities legally pledged for the benefit of the Ceding Company or deposit funds legally pledged for the benefit of the Ceding Company, the Reinsures shall deliver such securities or deposit such funds in the form and amount necessary to permit the Ceding Company to avoid on any statutory financial statement filed by the Ceding Company the penalty to surplus which would result from the loss of credit for the reinsurance. 7.2. Notwithstanding any other provisions of this LeaseAgreement, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It it is agreed that Landlord, at Landlord's option, may at any time apply said sum securities pledged to the Ceding Company pursuant to section 7.1 of this Article 7 shall be securities which are of a type and quality acceptable to the governing body of any jurisdiction in which the Ceding Company operates which has required the pledge of securities in Section 7.1 and be drawn upon and utilized by the Ceding Company or any part thereof toward the payment its successors in interest only for one or more of the rents following purposes: (a) to reimburse the Ceding Company for losses and all other sums payable loss expenses paid by Tenant the Ceding Company under this Lease, and towards Agreement; (b) to fund an account with the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit Ceding Company in an amount sufficient to raise the total Security Deposit to a sum at least equal to three the deduction allowed for the reinsurance provided by this Agreement, from the Ceding Company’s liabilities for policies ceded under this Agreement, such amount to include, if applicable, but not be limited to, amounts for Contingency Reserves, loss reserves for paid, reported and incurred but not reported (3“IBNR”) times Total Monthly Rental then losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the Ceding Company claims are due under this Agreement or under applicable law. All of the foregoing should be applied without diminution because of insolvency on the part of the Ceding Company or Reinsurer. 7.3. If the Reinsurer elects to provide a Letter of Credit under section 7.1 of this Article, the Reinsurer shall cause the Letter of Credit to be issued, in effect, place and effective no later than the “as set forth on Schedule "C", attached. Upon written request of date” of the first quarterly filing prepared by Landlord, Tenant shall have seven (7) days to make said paymentthe Ceding Company for the appropriate regulatory authority after the effective date of this Agreement.

Security. Concurrently A. Subtenant has deposited with Sublandlord a letter of credit (the ”Letter”) in the amount of $175,000.00 (the “Security Amount”), complying with the execution requirements of Section 21(B) hereof, as security (“Security”) for the full and punctual performance by Subtenant of all of the terms of this Lease, Tenant Sublease. At the election of Sublandlord such Security shall deposit with Landlord a sum equal to twice be held by Sublandlord in the Total Monthly Rent applicable during the first year form of the LeaseLetter or as cash. If Subtenant defaults in the performance of any of the terms of this Sublease, i.e.including the payment of Rental, Sublandlord may use, apply or retain the whole or any part of the Security so deposited to the extent required for the payment of any rent or for any sum which Sublandlord may expend or may be required to expend by reason of Subtenant's default in respect of any of the terms, provisions or conditions set forth in this Sublease or in the Prime Lease (to the extent incorporated herein), whether accruing before or after summary proceedings or other re-entry by Sublandlord. In the case of every such use, application or retention, Subtenant, on demand, shall cause the Letter or cash deposit, as the case may be, to be restored to the full Security Amount as provided in Section 21(B) below with respect to the Letter, and any failure by Subtenant to do so on demand shall constitute a default under this Sublease. If any bankruptcy, insolvency, reorganization or other creditor debtor proceedings shall be instituted by or against Subtenant, or its successors or assigns, any Security deposited with Sublandlord pursuant to this Section shall be deemed to be applied first to the payment of any rents and/or other charges due Sublandlord for all periods prior to the institution of such proceedings and the balance, if any, of such security deposited with Sublandlord may be retained by Sublandlord in partial liquidation of Sublandlord's damages. If Subtenant shall fully and punctually comply with all of the terms of this Sublease, the Letter or cash deposit, as the case may be, shall be returned to Subtenant after the termination of this Sublease and delivery of exclusive possession of the Sublease Premises to Sublandlord. In the event of a sale or lease of the Building, Sublandlord shall have the right to transfer the security to the vendee or lessee and Sublandlord shall upon such transfer be released by Subtenant from all liability for the return of such security and Subtenant agrees to look solely to the new landlord for the return of said security. The provisions of this Section shall apply to every transfer or assignment made of the security to a new landlord. Subtenant shall not assign or encumber or attempt to assign or encumber the money deposited herein as security and neither Sublandlord nor its successors or assigns shall be bound by any such attempt, assignment or encumbrance. B. The Letter shall be an irrevocable, clean, unconditional and transferable commercial letter of credit, in the form of Exhibit D attached hereto and made a part hereof and issued by a reputable banking institution approved by Sublandlord in its sole, but reasonable judgment, which Letter shall permit Sublandlord (i) to draw thereon at a location in New York City or in New Jersey up to the full amount of the credit evidenced thereby for the payment of amounts due under the terms, provisions, covenants or conditions of this lease and (ii) to draw at a location in New York City or New Jersey or by facsimile, the full amount thereof to be held as cash security if for any reason the Letter is not renewed within forty-five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring sixty (60) days after the Expiration Date); (ii) expressly provide for the issuing bank to notify Sublandlord in writing not less than sixty (60) days prior to its expiration as to its renewal or non-renewal, as the case may be; (iii) be fully transferable by the beneficiary thereof to its successors and assigns; and (iv) be in form and substance reasonably approved by Sublandlord. The Letter shall expressly provide that the issuing bank shall pay to Sublandlord or its duly authorized representative an amount up to the face amount of the Letter upon presentation of the Letter and a sight draft in the amount to be drawn. Not less than forty-five (45) days prior to the expiration date of each Letter (and every renewal thereof), Subtenant shall deliver to Sublandlord a renewal or new Letter subject to all of the conditions aforesaid, all to the intent and purposes, that a Letter in the sum of $117,970.78 not less than the Security Amount shall be in effect during the entire Term and the failure of the Letter to be timely renewed or replaced shall be a default by Subtenant hereunder notwithstanding that Sublandlord may be retaining such cash security. If Sublandlord applies or retains any portion or all of the proceeds of the Letter, Subtenant shall restore the amount so applied or retained by causing the bank issuing the Letter to issue an amendment thereto, or if no Letter was then outstanding by causing a new Letter to be issued so that, at all times, the amount of the Letter which may be drawn upon shall be at least equal to the Security Amount. If the financial institution which issued such Letter enters into any form of regulatory or governmental receivership, conservatorship or other similar regulatory or governmental proceeding including, without limitation, any receivership or conservatorship initiated or commenced by or on behalf of the Federal Deposit Insurance Corporation (the "Security Deposit"FDIC), which sum or is otherwise declared insolvent or downgraded by the FDIC or closed for any reason, Subtenant shall immediately deliver to Sublandlord a substitute letter of credit from a financial institution acceptable to Sublandlord, in its sole and absolute discretion. Failure by Subtenant to comply with the provisions of this Article shall be retained by Landlord deemed a material default hereunder entitling Sublandlord to exercise any and all remedies as security provided in this Sublease for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward default in the payment of Rental and, to draw on the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient existing Letter up to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentits full amount.

Security. Concurrently To secure Tenant’s obligations under this Lease to pay Rent and other monetary amounts, to maintain the Premises and repair damages thereto, to surrender the Premises to Landlord in clean and sanitary condition and repair upon termination of this Lease as required pursuant to Section 18.15 below and to discharge Tenant’s other obligations hereunder, Tenant shall deliver to Landlord, concurrently with the Tenant’s execution of this Lease, a letter of credit in the amount of Two Hundred Nine Thousand Four Hundred Fifty Dollars ($209,450) (“Letter of Credit”). Said Letter of Credit shall be substantially in the form and of the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank, or another financial institution reasonably acceptable to Landlord. Tenant shall replace the Letter of Credit with another Letter of Credit that meets the requirements set forth above for at least thirty (30) days before the Letter of Credit expires. Upon any default by Tenant which has not been cured within the applicable time period after any notice required by this Lease, including specifically but without limitation Tenant’s obligation to pay Rent or abide by any of its obligations under this Lease, Landlord shall be entitled to draw upon said Letter of Credit in the amount of the default(s) by the issuance of Landlord’s sole written demand to the issuing Verus Lease v06 -6- February 2, 2005 (8:51 pm) financial institution. Any such draw shall be without waiver of any rights Landlord may have under this Lease or at law or in equity as a result of the default. If any portion of the Letter of Credit is drawn after a default by Tenant, Tenant shall, within seven (7) business days after written demand by Landlord restore the Letter of Credit to its original amount. Provided that (a) Tenant is not in default in the performance of any of its obligations under this Lease on the date which is four (4) years after the Effective Date of this Lease (“Letter of Credit Termination Date”) and (b) Tenant can establish by delivering to Landlord evidence reasonably acceptable to Landlord that Tenant has as of the Letter of Credit Termination Date, and has continually had during the two (2) calendar quarters preceding the Letter of Credit Termination Date, liquid assets consisting of cash or cash equivalents (bonds and publicly traded securities) reserves of not less than Five Million Dollars ($5,000,000) and a ratio of current assets to current liabilities, as determined by generally accepted accounting principles, consistently applied, of not less than two-to-one (“Tenant’s Financial Requirement”), subject, however, to Tenant delivering to Landlord the Security Deposit described below in this Section 4.05, the obligation of Tenant to maintain the Letter of Credit shall terminate as of the Letter of Credit Termination Date. As a condition to the termination of Tenant’s obligation to maintain the Letter of Credit, Tenant shall deposit with Landlord a sum on or before the Letter of Credit Termination Date an amount equal to twice the Total Monthly Base Rent applicable during payable for the first year month which contains the Letter of Credit Termination Date (“Security Deposit”). The Security Deposit when delivered shall secure Tenant’s obligations under the Lease secured by the Letter of Credit. Landlord may use and commingle the Security Deposit with other funds of Landlord. If Tenant fails to perform Tenant’s obligations hereunder, Landlord may, but without any obligation to do so, apply all or any portion of the Lease, i.e., Security Deposit towards fulfillment of Tenant’s unperformed obligations. If Landlord does so apply any portion of the sum of $117,970.78 (the "Security Deposit"), which Tenant, shall immediately pay Landlord a sufficient amount in cash to restore the Security Deposit to the full original amount. In the event that Landlord shall expend the same in order to cure Tenant’s default hereunder, Tenant’s failure to forthwith remit to Landlord a sufficient amount in cash to restore the Security Deposit to the original sum deposited within five (5) days after Tenant’s receipt of notice from Landlord that such amounts have been so expended shall constitute an Event of Default. The Security Deposit shall be retained held by Landlord as security without liability for interest on the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants same. Upon termination of this Lease, if Tenant has then performed all of Tenant’s obligations hereunder, Landlord shall return the Security Deposit to Tenant. It is agreed that If Landlord sells or otherwise transfers Landlord, at Landlord's option, may at any time apply said sum ’s rights or any part thereof toward the payment of the rents and all other sums payable by Tenant interest under this Lease, Landlord may deliver the Security and towards Security Deposit to the performance of each and every of Tenant's covenants under this Leasetransferee, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum whereupon Landlord shall be insufficient released from any further liability to pay; that Landlord may exhaust any or all rights Tenant with respect to the Security and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the . Notwithstanding anything to the then-required amount (within 10 days of being billed for same); thatcontrary contained in this Section 4.05, in the event this Security Deposit shall not be utilized for the obligation of Tenant to maintain the Letter of Credit is terminated as provided above, if at any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of subsequent time during the Term of this Lease. , including any extensions thereof, from and after the Letter of Credit Termination Date, Tenant shall fail to maintain the Tenant’s Financial Requirement, Tenant shall immediately give written notice thereof to Landlord shall not and cause a replacement letter of credit to be required delivered to pay Landlord, within ten (10)days after the date Tenant any interest on said Security Deposit. Notwithstanding fails to meet the aboveTenant’s Financial Requirement, in the event that Tenant's stockholders equity as reported by any annual report or amount, and on the other public announcement or press releaseterms of, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentoriginal Letter of Credit.

Security. Concurrently with the execution of this Lease, DEPOSIT Tenant shall deposit has deposited with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of Thirty Thousand One Hundred and Eighty Dollars ($117,970.78 (the "Security Deposit"30,180.00), which . Said sum shall be retained held by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of all the terms terms, covenants, and covenants conditions of this LeaseLease to be kept and performed by Tenant during the term hereof. It is agreed that LandlordIf Tenant defaults with respect to any provision of this Lease including, at Landlord's optionbut not limited to, the provisions relating to the payment of rent, Landlord may at any time (but shall not be required to) use, apply said sum or retain all or any part thereof toward of this security deposit for the payment of any rent or any other sum in default, or for the rents and all other sums payable payment of any amount which Landlord may spend or become obligated to spend by Tenant under this Lease, and towards the performance of each and every reason of Tenant's covenants under this Lease, but such covenants and default to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for default. If any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part portion of said Security Depositdeposit is so used or applied, then Tenant shall pay shall, within five (5) days after written demand therefor, deposit cash with Landlord a sum in an amount sufficient to restore the security deposit to the then-required its original amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit and Tenant's failure to do so shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term a material breach of this Lease. Landlord shall not be required to pay keep this security deposit separate from its general fund and Tenant any shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest. Tenant is entitled to a Security Deposit. Notwithstanding the above, Deposit credit in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars amount of $1,911.67 ($50,000,000.00)32,091.67 - $30,180.00) as a result of renegotiating the existing lease dated December 15, then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment1988.

Security. Concurrently (a) Subtenant has, simultaneously with the execution hereof, deposited with Sublandlord the amount of this Leasesixty-five thousand, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of six hundred twenty-five and 00/100 dollars ($117,970.78 (the "Security Deposit"65,625.00; “Security”), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance and observance by Tenant Subtenant of the terms terms, covenants, conditions and covenants provisions of this Sublease. Sublandlord may retain, use, or apply the whole or part of the Security to the extent required for payment of any: (i) Sublease Rent not paid when due (subject to applicable grace or cure periods); (ii) loss or damage that Sublandlord may suffer by reason of an Event of Default (defined in Section 19.1 of the Prime Lease) by Subtenant including, without limitation, any damages incurred by Sublandlord or deficiency resulting from the re-letting of the Subleased Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Sublandlord; and (iii) costs incurred by Sublandlord in connection with the cleaning or repair of the Subleased Premises upon expiration or earlier termination of this Sublease. It is agreed that Landlord, at Landlord's option, Sublandlord may at any time its option apply said sum the Security and the Sublandlord’s right to bring an action or any part thereof toward the payment special proceeding to recover damages or otherwise to obtain possession of the rents and all other sums payable by Tenant under Subleased Premises before or after Sublandlord’s declaration of the termination of this Lease, and towards the performance Sublease for nonpayment of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable Sublease Rent or for any amounts other reason shall not be affected by reason of the fact that such sum shall be insufficient to pay; Sublandlord holds the Security. The parties acknowledge and agree that Landlord may exhaust any the Security is not a limitation on the Sublandlord’s damages or all other rights and remedies against Tenant before resorting to said sumavailable under this Sublease, but nothing herein contained shall require or be deemed to require Landlord so to do; that in at law or equity, nor is the event that Landlord does so apply Security a payment of liquidated damages or advance of the Sublease Rent or any component thereof. (b) If Sublandlord uses, applies, or retains all or part any portion of said Security Depositthe Security, then Tenant Subtenant shall pay Landlord a sum sufficient to restore the Security to its original amount within five (5) business days after written demand from Sublandlord. Subtenant’s failure to strictly comply with this requirement is an Event of Default. (c) Subject to applicable legal requirements, Sublandlord may commingle the then-Security with its own funds. Sublandlord is not required amount (within 10 days of being billed for same); that, to keep the Security in the event this Security Deposit an interest bearing account. Subtenant shall not mortgage, assign, or encumber the Security, and neither Sublandlord nor its successors or assigns will be utilized for bound by any such purposesmortgage, then such assignment or encumbrance. (d) Sublandlord shall return any unapplied portion of the Security Deposit shall be returned by Landlord to Tenant Subtenant within ten thirty (1030) days next after the expiration latest to occur of: (1) the determination of Subtenant’s obligation to pay for Taxes and Landlord’s Operating Expenses pursuant to Section 3(c)(iii) for the final year of the Term Sublease Term; (2) the date Subtenant surrenders possession of the Subleased Premises to Sublandlord in accordance with this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report Sublease; or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then the Sublease Expiration Date. (e) In lieu of a cash deposit, Subtenant may deliver the Security to Sublandlord in effectthe form of a letter of credit from a banking institution having a net worth of at least one billion U.S. dollars, as and meeting the other criteria set forth on Schedule "C"in this paragraph that a letter of credit issuer must satisfy. Each letter of credit shall be unconditional and irrevocable, attachedpayable to Sublandlord solely upon presentation of a sight draft, and otherwise in form and content reasonably acceptable to Sublandlord for the account of Sublandlord. Upon written request Said letter of credit shall be for a term of not less than one (1) year and shall be automatically renewed by Landlord, Tenant shall have seven the bank (7) days to make said payment.without notice from Sublandlord; i.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for To secure the payment by Tenant Seller to NEP of the rents Aggregate Differential, as provided in ARTICLE VII B above, Seller shall establish, on or prior to July 1, 1988, an interest bearing escrow account (the “Escrow Account”) with a banking institution acceptable to NEP (the “Escrow Agent”). The Escrow Account shall be established for the benefit of NEP. Seller hereby grants to NEP a security interest in the Escrow Account to secure such payment. Subject only to Seller’s approved financing, fuel, operation and maintenance obligations as detailed in Appendix C, attached hereto and incorporated herein agreed by reference, each month following July 1, 1988 Seller shall deposit into the Escrow Account an amount equal to five percent (5%) of the total amount paid by NEP to Seller for electricity delivered to NEP under ARTICLE VI of this Agreement during the preceding month; provided, however, that if Seller exercises its option to enter into an Optional Contract under ARTICLE IV, above, the amount to be so deposited during the term of the Optional Contract shall be increased to seven percent (7%) of the total amount paid by Tenant NEP to Seller for electricity delivered to NEP under ARTICLE VI of this Agreement during the preceding month. If Seller has insufficient funds in any month to make such deposit due to Seller’s approved financing, fuel, operation and for the faithful performance by Tenant maintenance obligations, then Seller shall provide NEP with written notice of the terms basis for Seller’s inability to make its required deposits and covenants Seller shall make up the shortfall, together with interest accrued at a rate per annum equal to the Prime Rate, in the first month(s) in which Seller has sufficient funds to both make its required monthly deposit into the Escrow Account and to make up or to reduce such shortfall. Seller’s obligation to make deposits under this ARTICLE VII C shall continue and interest shall accrue until the Aggregate Differential is less than the amount in the Escrow Account, at which xxxx Xxxxxx shall have the right to discontinue making such deposits and Seller may withdraw from, and NEP consents to the withdrawal from, the Escrow Account any amount by which the balance in the Escrow Account exceeds the Aggregate Differential from time to time. Such withdrawals may be made at any time but not more often than monthly. Withdrawals shall be made only by a direction to the Escrow Agent made in writing jointly by Seller and NEP. If a balance exists in the Escrow Account at the expiration or termination of this LeaseAgreement, such balance shall be paid to NEP. It is agreed that LandlordNotwithstanding the foregoing, at Landlord's option, Seller may at any time apply said sum or and from time to time withdraw any part thereof toward the payment or all of the rents and all balance of the Escrow Account after providing NEP with one or more irrevocable letters of credit issued by a banking or other sums payable by Tenant under this Leasefinancial institution reasonably acceptable to NEP (the “Issuer”), and towards the performance otherwise in accordance with this paragraph. Such irrevocable letter(s) of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum credit shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the total amount equal to the then-required amount (within 10 days to be withdrawn from the Escrow Account by Seller, plus compound interest on the principal amount to be withdrawn, at the then effective rate of being billed interest on the Escrow Account balance, for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit initial term of the letter(s) of credit. The letter(s) shall be returned by Landlord payable to, and for deposit in, the Escrow Account on the twentieth banking day before the expiration of such letter(s). An irrevocable letter of credit as described herein shall be presented to Tenant within NEP for its approval as to form at least ten (10) days next after prior to the expiration effective date thereof, such approval not to be unreasonably withheld, and shall be made effective prior to the corresponding withdrawal of funds by Seller pursuant to this paragraph. Any fees charged by the Term of this Lease. Landlord Escrow Agent to maintain the Escrow Account shall be paid directly by Seller and shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding deducted from the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentEscrow Account.

Security. Concurrently Tenant shall deposit with the Landlord, upon Xxxxxx’s execution of this Lease, Tenant shall the security deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year specified in Paragraph N of the Lease, i.e., the sum of $117,970.78 Basic Lease Provisions (the "“Security Deposit"), which sum shall be retained by ”) with Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant full and for the faithful performance by Tenant of the terms every term and covenants covenant of this Lease. It is agreed that LandlordIn the event Tenant defaults in the performance of any of its obligations hereunder, at Landlord's optionor otherwise breaches this Lease, Landlord may at any time apply said sum use, apply, or retain all or any part thereof toward portion of the Security Deposit for the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable any amount due Landlord or to reimburse or compensate Landlord for any amounts that such sum liability, cost, expense, loss or damage (including attorneys’ fees) which Landlord shall be insufficient to pay; that suffer or incur by reason thereof. If Landlord may exhaust any uses or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply applies all or part any portion of said the Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatshall, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after written request therefore deposit monies with Landlord sufficient to restore the expiration of Security Deposit to the Term of full amount required by this Lease. Upon the expiration or earlier termination of this Lease and performance of all of Tenant’s obligations hereunder, Landlord shall return the Security Deposit or any balance thereof to Tenant. Tenant shall not be required entitled to pay Tenant any interest on said the Security Deposit. Notwithstanding , and Landlord shall be entitled to commingle the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit with its general funds. No part of the Security Deposit shall be considered to be held in trust, to bear interest for its use, or to be a sum equal prepayment for any monies to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request be paid by Landlord, Tenant shall have seven (7) days to make said paymentunder this Lease.

Security. Concurrently with The Borrower’s obligation to pay the execution principal of this Leaseand interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year limited obligations of the Lease, i.e., Borrower payable solely from the sum accounts of $117,970.78 the Transportation Special Fund established pursuant to Article IV hereof (other than the "Security Deposit"I-25 North Express Lanes Rebate Account (Segment 3)), which sum and shall be retained by Landlord as security constitute “bond obligations” within the meaning of C.R.S. § 43-4-803(3). The Borrower hereby pledges, on a first lien basis, for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents Loan Obligations: (a) all moneys in the I-25 North Express Lanes Project Account (Segment 3) and Available Toll Revenues on deposit in the I-25 North Express Lanes Revenue Account (Segment 3); and the I-25 North Express Lanes Loan Repayment Account (Segment 3), including the Loan Repayment Subaccount and the Capitalized Interest Account; and (b) all other sums payable amounts actually loaned by Tenant under this LeaseCDOT to the Borrower pursuant to the Intra-Agency Agreement for the purposes of satisfying the Loan Obligations, and towards including all moneys on deposit in the performance of each and every of Tenant's covenants under this LeaseI-25 North Express Lanes CDOT Backup Loan Account (collectively, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tantothe “Collateral”); provided that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so CDOT to do; allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject to the lien of such pledge without any physical delivery or other act, and the lien of such pledge shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filed. The pledge of the Collateral pursuant to this Section does not limit the Borrower’s rights to withdraw money from the accounts established pursuant to Article IV hereof as provided in said Article IV. Section 00-00-000 of the Supplemental Act provides that a public entity, including the Borrower, may elect in the event that Landlord does so an act of issuance to apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term provisions of the Supplemental Act. The Borrower hereby elects to apply all of the Supplemental Act to this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding Agreement, the above, in Loan and the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentNote.

Security. Concurrently with Upon the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year termination of the Lease, i.e., Guarantor's obligations under Section 3 or if the sum excess of aggregate amount paid by the Guarantor under Section 3 over the aggregate of any amounts reimbursed to it pursuant to the terms of the Management Agreement equals not less than Fifty Million dollars ($117,970.78 (the "Security Deposit"50,000,000), which sum HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be retained by Landlord as security entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in a material way, their then equivalents in HPT's reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or (c) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations under this Guaranty in accordance with the terms hereof. HPT shall be entitled to apply said sum any cash collateral held by it or any part thereof toward the payment Collateral Agent to the overdue obligations of the rents Guarantor hereunder in such order and all other sums payable at such times as HPT may determine in its sole judgment. Any cash collateral held by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit HPT shall not be utilized for any such purposescommingled with its other funds, then such Security Deposit and shall be returned by Landlord invested, at the Guarantor's risk, in interest bearing investments reasonably acceptable to Tenant within ten (10) days next after the expiration of the Term of this LeaseGuarantor. Landlord shall not be required to pay Tenant any Any interest on said Security Deposit. Notwithstanding the abovesuch cash collateral, in the event that Tenant's stockholders equity as reported by and any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then losses in such eventinvestments, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient belong to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentIHG.

Security. Concurrently (a) Simultaneously with the Xxxxxx’s execution and delivery of this LeaseLease to Landlord, Tenant shall deposit with pay Landlord a sum equal to twice in immediately available funds the Total Monthly Rent applicable during the first year cash amount of the Lease, i.e., the sum Initial Premises Security Deposit or a Letter of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security Credit for the payment by Tenant of the rents herein agreed to be paid by Tenant full and for the faithful performance by Tenant of the terms each and covenants every term, provision, covenant, and condition of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment Within ten (10) days of the rents Fifth Floor Southwest Premises Commencement Date, Tenant shall pay Landlord in immediately available funds the cash amount of the Fifth Floor Southwest Premises Security for the full and all other sums payable faithful performance by Tenant under this Lease, and towards the performance of each and every term, provision, covenant, and condition of Tenant's this Lease. If Tenant fails timely to perform any of the terms, provisions, covenants under and conditions of this Lease or any other document executed by Tenant in connection with this Lease, then Landlord may use, apply, or retain the whole or any part of the Security Deposit for the payment of any Rent not paid when due, for the cost of repairing any damage, for the cost of cleaning the Premises, for the payment of any other sum which Landlord may expend or may be required to expend by reason of Tenant’s failure to perform, and otherwise for compensation of Landlord for any other loss or damage to Landlord occasioned by Xxxxxx’s failure to perform, including, but not limited to, any loss of future Rent and any damage or deficiency in the reletting of the Premises (whether such covenants loss, damages or deficiency accrue before or after summary proceedings or other reentry by Landlord) and Tenant's liability the amount of the unpaid past Rent, future Rent loss, and all other losses, costs and damages, that Landlord would be entitled to recover if Landlord were to pursue recovery under Section 11.2(b) or (c) of this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for or California Civil Code Section 1951.2 or 1951.4 (and any amounts that such sum shall be insufficient supplements, amendments, replacements and substitutions thereof and therefor from time to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require time). If Landlord so to do; that in the event that Landlord does so apply uses, applies or retains all or part of said the Security Deposit, then Tenant shall within five (5) business days after demand pay or deliver to Landlord a in immediately available funds the sum sufficient necessary to restore replace the amount used, applied or retained. If Tenant has fully and faithfully performed and observed all of Tenant’s obligations under the terms, provisions, covenants and conditions of this Lease, the Security Deposit (except any amount retained for application by Landlord as provided herein) shall be returned to Tenant with thirty (30) days after the then-required amount latest of: (within 10 days i) the Expiration Date; (ii) the removal of being billed for same)Tenant from the Premises; thator (iii) the surrender of the Premises by Tenant to Landlord in accordance with this Lease, or such longer time as may be permissible under Law; provided, however, in the no event this shall any such return be construed as an admission by Landlord that Xxxxxx has performed all of its obligations hereunder. (b) The Security Deposit shall not be utilized for deemed an advance rent deposit or an advance payment of any such purposeskind, then such Security Deposit or a measure of Landlord’s damages with respect to Tenant’s failure to perform, nor shall any action or inaction of Landlord with respect to it or its use or application be returned by Landlord to Tenant within ten (10) days next after the expiration a waiver of, or bar or defense to, enforcement of the Term any right or remedy of this LeaseLandlord. Landlord shall not be required to pay keep the Security Deposit separate from its general funds and shall not have any fiduciary duties or other duties (except as set forth in this Section) concerning the Security Deposit. Tenant shall not be entitled to any interest on said the Security Deposit. Notwithstanding In the aboveevent of any sale, lease or transfer of Landlord’s interest in the Building, Landlord shall have the right to transfer the Security Deposit, or balance thereof, to the transferee and any such transfer shall release Landlord from all liability for the return of the Security Deposit. Tenant thereafter shall look solely to such transferee for the return or payment of the Security Deposit. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit or any interest in it and Landlord shall not be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance, and regardless of one or more assignments of this Lease, Landlord may return the Security Deposit to the original Tenant without liability to any assignee. Tenant hereby waives any and all rights of Tenant under the provisions of Section 1950.7 of the California Civil Code (except for subsection (b), and any and all rights of Tenant under any other provisions of Law, now or hereafter enacted, regarding security deposits. (c) Concurrently with its execution of this Lease, in lieu of a cash Initial Premises Security Deposit, Tenant may elect to deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (the “Letter of Credit”), in the event that Tenant's stockholders equity form as reported is reasonably acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by any annual report a solvent, nationally recognized bank with a long term rating of BBB or other public announcement higher, under the supervision of the Superintendent of Banks of the State of California, or press release, declines below fifty million dollars a national banking association ($50,000,000.00an “Acceptable Issuing Bank”), then in such eventthe amount provided in Section 1.1(1 l)(a) (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Xxxxxx in obtaining the Letter of Credit and any replacement Letter of Credit. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall additionally pay deliver a replacement Letter of Credit from another Bank reasonably approved by Landlord that meets the standards for an additional sum as additional security deposit Acceptable Issuing Bank within the earlier of (i) ninety (90) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. (d) The Letter of Credit shall also provide that Landlord, its successors, and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent, transfer (one or more times) all of its interest in an amount sufficient and to raise the total Security Deposit Letter of Credit to a sum equal another party, person, or entity, provided such transferee is the assignee of the Landlord’s rights and interests in and to three (3) times Total Monthly Rental then in effectthis Lease and expressly assumes the same and Xxxxxxxx’s obligations under this Lease, as set forth on Schedule "C", attachedor to any lender providing financing to Landlord. Upon written request In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall have seven execute and submit to the Bank such applications, documents, and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection with any such transfer. (7e) If, as a result of any drawing by Landlord on the Letter of Credit pursuant to the terms thereof, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within ten (10) business days after the drawdown by Landlord and notice thereof to Tenant, take such actions as are required to restore the Letter of Credit Amount, which may include providing a replacement Letter of Credit for the full Letter of Credit Amount, provided such additional Letter(s) of Credit or replacement Letter of Credit comply with the applicable requirements of this Article 5 and all subsections thereof of this Lease. (f) Tenant covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part of it and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Expiration Date, Landlord will accept a renewal of the letter of credit (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than forty-five (45) days before the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as required above through the Expiration Date on the same terms as the expiring Letter of Credit or such other terms as may be acceptable to make said paymentLandlord in its sole discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Article 5, Landlord shall have the right to present the Letter of Credit to the Bank to draw on the Letter of Credit, and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. (g) Xxxxxx acknowledges and agrees that Landlord is entering into this Lease in material reliance on the ability of Landlord to draw on the Letter of Credit on the occurrence of any breach, default or failure to perform on the part of Tenant under this Lease. If Tenant shall breach or fail to perform any provision of this Lease or otherwise be in default under this Lease, Landlord may, but without obligation to do so, and without notice to Tenant, draw on the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Xxxxxx’s breach or default and to which Landlord is entitled under this Lease, including any damages that accrue upon termination of this Lease under this Lease and/or Section 1951.2 of the California Civil Code or any similar provision.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum an unconditional “evergreen” letter of credit in an amount equal to twice the Total Monthly Rent applicable during Security set forth in the first year Basic Lease Provisions from a recognized commercial banking institution located in the State of New Jersey or the Lease, i.e., the sum City of New York and having a net worth of at least $117,970.78 (the "Security Deposit"), which sum shall 500,000,000.00. The letter of credit will be retained held by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant full and for the faithful performance by Tenant of the terms and covenants of Tenant’s obligations under this Lease. It The letter of credit must be payable upon sight draft, together with a certification from Landlord that Tenant is agreed that in default under this Lease. If (i) any Basic Rent, Additional Rent or other sum payable by Tenant to Landlord is not paid when due, or (ii) Landlord makes any payments on behalf of Tenant, or (iii) Tenant fails to perform any of its obligations under this Lease, then, in each case, Landlord will have the right, without prejudice to any other remedy Landlord may have, to draw down such letter of credit to compensate or reimburse Landlord, at Landlord's optionas the case may be, may at any time apply said sum or any part thereof toward the payment of the rents and all Basic Rent, Additional Rent or other sums such sum payable hereunder, or other loss or damage sustained by Tenant under this Lease, and towards the performance of each and every Landlord on account of Tenant's covenants under this Lease, but such covenants ’s default. The Security will not be deemed to be (x) a limitation on Landlord’s damages or other rights and Tenant's liability remedies available under this Lease shall thereby be discharged only pro tanto; that or at law or equity, (y) a payment of liquidated damages, or (z) an advance of the Basic Rent or Additional Rent. If Landlord uses, applies, or retains all or any portion of the Security, Tenant shall remain liable for any amounts that such sum shall be insufficient immediately restore the Security to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sumits original amount. If the letter of credit requires renewal, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay furnish to Landlord a sum sufficient to restore the evidence of such renewal at least thirty (30) days prior to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration date of the Term letter of this Leasecredit. If Tenant fails to timely provide Landlord with such evidence of renewal, Landlord will have the right to cash the letter of credit and to retain the proceeds as security hereunder. Landlord shall will not be required to keep any cash security separate from its own funds. Landlord will have no fiduciary responsibilities or trust obligations with regard to any cash security and will not be obligated to pay Tenant any interest on said Security Depositany cash security. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise not assign, pledge, hypothecate, mortgage or otherwise encumber the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentSecurity.

Security. Concurrently 40.01. Tenant has deposited with Landlord an unconditional irrevocable letter of credit (as hereinafter defined) substantially in the execution form attached hereto as Schedule H (as the same may be modified in accordance with this section, the "letter of credit") in an amount equal to Two Hundred Forty Thousand and 00/100 Dollars ($240,000), as security for the full and punctual performance by Tenant of all of the terms of this Lease. In the event Tenant defaults in the performance of any of the terms of this Lease, Tenant Landlord may draw upon the letter of credit in full and any amounts not applied as hereinafter provided shall deposit be held by Landlord subject to and in accordance with the provisions of this Section. Landlord a sum equal to twice may then apply the Total Monthly Rent applicable during the first year whole or any part of the Lease, i.e., security so drawn upon to the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security extent required for the payment of (i) any rent or (ii) any sum which Landlord may expend or may be required to expend by Tenant reason of Tenant's default including, without limitation, any damages or deficiency in the re-letting of the rents herein agreed Demised Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. Upon each such application, Tenant shall, on demand, pay to Landlord the sum so applied in cash which shall be paid added to the remaining proceeds from the letter of credit so that the security held by Landlord shall be restored to the amount first set forth above. If Tenant shall fully and for the faithful performance by Tenant punctually comply with all of the terms and covenants of this Lease, the letter of credit or the amount of the security deposit, as the case may be, shall be returned to Tenant after the termination of this Lease, delivery of exclusive possession of the Demised Premises to Landlord and the payment to Landlord of all amounts payable hereunder. It In the event of a sale or lease of the Building, Landlord shall have the right to transfer the letter of credit or the security deposit to the vendee or lessee and Landlord shall ipso facto be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security and it is agreed that Landlordthe provisions hereof shall apply to every transfer or assignment made of the letter of credit or security to a new landlord. If 30 days prior to the date of such sale, Landlord shall be holding a letter of credit as Tenant's security, Tenant will upon five (5) days prior written notice, deliver a substitute letter of credit naming the new landlord as the new beneficiary thereof. In the event Tenant shall default in such obligation, Landlord may draw upon the letter of credit and transfer the proceeds thereof to the new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, or attempted assignment or encumbrance. In the event the letter of credit referred to above or any substitute letter of credit is not renewed so that at Landlord's optionall times the letter of credit held by Landlord hereunder is valid for a period in excess of 30 days, Landlord may draw upon said letter of credit and hold the proceeds thereof subject to and in accordance with the terms of this Section. 40.02. So long as Tenant is not then in default under this Lease and no monetary default or material non-monetary default under this Lease shall have previously occurred, Tenant shall have the right, by notice (a "Reduction Notice") given to Landlord at any time apply said sum or any part thereof toward after each Reduction Date (as defined below) to reduce the payment amount of security held by landlord pursuant to this Article 40 by $24,000.00. If Tenant properly gives a Reduction Notice to Landlord, Landlord shall return such letter of credit to Tenant; provided, that Tenant has delivered to Landlord a substitute letter of credit in an amount equal to the difference between the amount of the rents letter of credit which Landlord is returning to Tenant less $24,000.00. Anything to the contrary contained in this Section 40.02 notwithstanding, in no event shall the amount of security held by Landlord pursuant to this Article 40 be less than $120,000.00. "Reduction Date" means March 31, 1999, March 31, 2000, March 31, 2001, March 31, 2002 and all other sums payable by March 31, 2003. Landlord agrees to reasonably cooperate with Tenant to substitute any letter of credit in accordance with this Section 40.02; provided, that such cooperation shall be without expense or liability to Landlord. If at any time Tenant shall be in monetary default or material non-monetary default under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum Section 40.02 shall be insufficient to pay; that Landlord may exhaust any or all rights null and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part void and of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, no further force and effect and Tenant shall have seven (7) days no further right to make said paymentreduce the amount of security held by Landlord pursuant to the Article 40.

Security. Concurrently a. The Facility shall be secured by a charge over any or all of the following: I. Securities offered as Security, including without limitation the Securities hereby pledged by the Borrower/ Security Provider; II. Securities/funds transferred for fulfilling Margin requirements if any; III. Demand Promissory Note executed by the Borrower; and IV. Personal or corporate guarantee, if any; V. Any other Security/collateral as may be accepted by the Lender; VI. Borrower/Security Provider Depository Participant Account b. In order to secure the due payment by the Borrower of the dues to the Lender under this Agreement and the performance by the Borrower of its obligations under this Agreement, the Borrower and/or Security Provider hereby pledge the Securities as mentioned in the Schedule I in favour of the Lender and if required by the Lender, the Borrower shall pledge in favour of the Lender such Securities as are acceptable to the Lender and described in the Schedule of Terms/Schedule/Security Documents to be executed in this behalf by the Borrower/Security Provider, by: I. having delivered and/or hereafter delivering to the Lender, as and by way of pledge the certificate/documents of title together with duly executed transfer deeds in respect of such Securities; and II. in case of mutual fund units, a letter in prescribed form from the mutual fund/asset management company that it will mark the Lender's lien on the units to be subscribed by the Borrower; III. doing such acts, deeds and executing such documents as may be required under the provisions of the Depositories Act, 1996, regulations made there under and other rules, regulations and by laws of the concerned depository for creating pledge in favour of the Lender in respect of such dematerialized securities from time to time. c. In case the Securities are held jointly by the Borrower and the Security Provider, the Lender may require that the Schedule of Term(s) and/or the Schedules in respect of such Securities shall be executed by the Borrower as well as the Security Provider. d. The Borrower/Security Provider acknowledge/s and confirm/s that the Lender shall hold the pledge over the Securities in accordance with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year terms of the LeaseDepositories Act, i.e.1996 and the Depositories and Participants Regulations, 1996 (“D&P Regulations”). e. The Borrower/Security Provider acknowledge/s that the sum Facility will be made available only after the Lender shall have received intimation from the Depository Participant in terms of $117,970.78 Regulation 58(4) of the D&P Regulations to the effect that the Depository Participant has made an entry in its records of the creation of the pledge/marking of lien in favour of the Lender. f. The Borrower shall, if so required by the Lender, deliver post-dated cheques/National Automated Clearing House (NACH)/Electronic Clearing System or Electronic Clearing Service (ECS) to the "Security Deposit"), which sum Lender for the due repayment of the Facility and interest thereon. Such cheques/NACH/ECS shall be retained deemed to have been given for adequate consideration already received by Landlord as security for the payment by Tenant of Borrower and shall not absolve the rents herein agreed Borrower from his liability to be paid by Tenant and for pay the faithful performance by Tenant of said sums hereunder until the terms and covenants of this Leasecheque/ECS/NACH is duly realized. It is expressly agreed and understood that Landlord, the Borrower shall at Landlord's option, may at no time close the bank account/s from which the said cheques/ECS/NACH have been issued or issue any time apply said sum communication to the Lender for stopping or any part thereof toward postponing the payment presentment of the rents said cheques/ECS/NACH and all other sums payable by Tenant the Lender is not bound to take notice of any such communication and which, if issued, will be regarded as a dishonour of the cheques/ECS/NACH drawn and SMFG India Credit shall be entitled to levy and collect dishonour charges as per SMFG India Credit’s internal policies from time to time. It is clarified that the Cheque/ECS/NACH dishonour charges as referred to above are not compensatory and/or to be construed as any form of consideration towards the act of dishonour and in no ways should the same be construed as fees recovered under this Leasefacility. It is abundantly clarified that SMFG India Credit does not tolerate dishonour of instruments and/or deposit of an invalid, and fake or unworthy instrument issued towards the performance of each and every of Tenant's covenants meeting payment obligations under this Lease, but facility and any charges collected thereof are not intended to compound such covenants acts of dishonour. Notwithstanding any charges collected hereof SMFG India Credit reserves its right to invoke appropriate civil and Tenant's liability under this Lease shall thereby be discharged only pro tanto; criminal laws. The Borrower agrees that Tenant shall remain liable for if any amounts that such sum are outstanding for payment by the Borrower (not being the Facility or interest thereon) including on account of the amounts disbursed under other loans or previous indebtedness of the Borrower, the Lender shall be insufficient entitled to pay; encash the post-dated cheques/ECS/NACH deposited with it for the satisfaction of such outstanding amounts notwithstanding that Landlord may exhaust any or all rights the post-dated cheques/ECS/NACH have been deposited for repayment of the Facility and remedies against Tenant before resorting interest thereon and the Borrower shall continue to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the indebted to the then-required amount (within 10 days of being billed Lender for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report Facility or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effectinterest, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentthe case may be.

Security. Concurrently Section 31.1 As set forth in that certain “Consent and Release” by and between Landlord and Tenant dated the date hereof, Tenant has deposited with Landlord, a “clean”, unconditional, irrevocable and transferable letter of credit (the execution “Letter of Credit”) the sum of One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00), issued by and drawn on a bank satisfactory to Landlord and which is a member of the New York Clearing House for the account of Landlord, for a term of not less than one (1) year, as security for: (i) the faithful performance and observance by Assignee (as hereinafter defined) of the terms, covenants, conditions, agreements and obligations of Assignee under the Agreement of Lease dated March 30, 2000 by and between Landlord and Tenant’s predecessor, as amended by that certain First Amendment to Agreement of Lease dated the date hereof (as so amended, the “Prior Lease”) whereby Landlord leased to Tenant the 49th floor in the Building and (ii) the faithful performance and observance by Tenant of the terms, covenants, conditions, agreements and obligations of this Lease, including the surrender of possession of the Premises to Landlord as herein provided. Said Prior Lease was assigned by Tenant to New Mountain Capital LLC (together with its successors and assigns, “Assignee”) pursuant to that certain Assignment and Assumption Agreement dated of even date herewith. The Letter of Credit shall provide (i) for the continuance of such credit for a period of at least one (1) year from the date of delivery of such letter of credit, (ii) for the automatic extension of such Letter of Credit for additional periods of one (1) year from the initial and each future expiration date thereof (the last such extension to provide for the continuance of such Letter of Credit for at least three (3) months beyond August 16, 2010 unless such bank gives Landlord notice (a “Letter of Credit Termination Notice”) of its intention not to renew the Letter of Credit, such Letter of Credit Termination Notice to be given in accordance with Article 26 of this Lease, not less than sixty (60) days prior to the initial or any future expiration date of such Letter of Credit and (iii) that in the event such Notice is given by such bank and Tenant has not provided Landlord with a substitute Letter of Credit which complies with the requirements of this Section 31.1 by the date which is thirty (30) days prior to the expiration of such Letter of Credit, Landlord shall have the right to present the Letter of Credit for payment on such bank at sight, for the balance remaining in such Letter of Credit and apply or retain the whole or any part of the proceeds thereof to the extent permitted herein. If an Event of Default exists in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including the payment of Fixed Rent or any other item of Rental, or if Assignee shall default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease, Landlord may present the Letter of Credit for payment and apply or retain the whole or any part of the proceeds thereof, as the case may be, to the extent required for the payment of any Fixed Rent or any other item of Rental as to which Tenant is in default or any item of rental as to which Assignee is in default under the Prior Lease or for any sum which Landlord may expend or be required to expend by reason of Tenant’s default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, including, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Landlord, or which Landlord may expend or be required to expend by reason of Assignee’s default under any of the terms, covenants, conditions, agreements or obligations of the Prior Lease. If Landlord applies or retains any part of the proceeds of the Letter of Credit following an Event of Default in respect of any of the terms, covenants, conditions, agreements or obligations of this Lease, Tenant, upon demand, shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable amount so applied or retained or the amount by which the value has declined so that Landlord shall have the full deposit on hand at all times during the first year Term. Unless an uncured Event of Default exists under this Lease or the Prior Lease, i.e., the sum Letter of $117,970.78 (the "Security Deposit"), which sum Credit shall be retained returned to Tenant on or about August 16, 2010 to Landlord. Notwithstanding anything herein contained to the contrary, any failure by Landlord Assignee to tender an increased Letter of Credit on August 17, 2010, as security for the payment required by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment conditions of the rents and all other sums payable Prior Lease, shall not be deemed an Event of Default by Tenant under this Lease. In the event of a sale of the Real Property or the Building or leasing of the Building, Landlord shall have the right to draw upon the Letter of Credit and transfer the Letter of Credit or proceeds to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit or proceeds, as the case may be, and towards Tenant shall cause the performance bank which issued the Letter of each Credit to issue an amendment to the Letter of Credit or issue a new Letter of Credit naming the vendee or lessee as the beneficiary thereunder. To the extent that the Letter of Credit or proceeds shall have been actually transferred or delivered by Landlord to a new landlord, Tenant shall look solely to the new landlord for the return of the Letter of Credit or proceeds, as the case may be. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit or proceeds made to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit or proceeds thereof and every neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If at any time the security held hereunder shall consist of Tenant's covenants under this Leasecash, but and not a Letter of Credit, Landlord shall hold the same in an interest bearing money-market account and the interest thereon (less a one percent (1%) administrative fee per annum and less the amount of such covenants interest which has been applied in the same manner that the remainder of the security has been applied) shall be paid to Tenant to the extent and Tenant's liability under at the same time the remainder of the security shall be returned to Tenant hereunder. Section 31.2 Notwithstanding anything contained herein to the contrary, if on December 15, 2006 (the “Reduction Date”), this Lease shall thereby be discharged only pro tanto; that in full force and effect and no default by Tenant of its obligations hereunder has occurred and is continuing and the Prior Lease is in full force and effect and no default by Assignee of its obligations thereunder has occurred and is continuing, Tenant shall remain liable for any amounts that have the right to reduce the amount of the Letter of Credit to One Million Seventy Five Thousand and 00/100 Dollars ($1,075,000) on the Reduction Date, and such sum reduced amount shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned held by Landlord as security in accordance with the terms hereof. If the security being held is cash and Tenant is entitled to Tenant a reduction of the security so deposited as aforesaid, Landlord shall within ten (10) days next after the expiration Tenant’s written request return to Tenant an amount of the Term security then being held by Landlord so the amount of cash being held by Landlord shall be reduced as aforesaid, and if at the time of such reduction, the security being held by Landlord is a Letter of Credit, Tenant shall either deliver to Landlord an amendment to the existing Letter of Credit or a new Letter of Credit, which amendment or new Letter of Credit shall comply with the terms and conditions of this Lease. Article 31 and shall reduce the amount of the security as aforesaid. Section 31.3 Notwithstanding anything to the contrary set forth in Section 31.1 hereof, Landlord shall not draw upon the Letter of Credit by reason of a default by Assignee under the Prior Lease unless Landlord shall have first applied the security deposit posted by Assignee pursuant to the First Amendment of Lease but except as aforesaid, Landlord’s right to draw on the Letter of Credit shall not be affected, released, terminated, discharged or impaired, in whole or in part, by: (a) any lack of genuineness, regularity, validity, legality or enforceability, or the voidability, of the Prior Lease or any other agreement or instrument relating thereto; (b) any amendment, restatement, supplement, change or modification of the terms of the Prior Lease; provided, however, that if any such amendment, restatement, supplement, change or modification made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such amendment, restatement, supplement, change or modification shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such amendment, restatement, supplement, change or modification; (c) any change in the time, manner or place of payment, performance or observance of all or any of the Prior Lease obligations or any extensions of time for payment, performance or observance, whether in whole or in part, of the terms of the Prior Lease on the part of Assignee or any successor tenant to be paid, performed or observed, as applicable; provided, however, that if any such change or extension made after the date hereof increases the obligations or liabilities under the Prior Lease of the Assignee or any successor tenant, then in no event shall Tenant be liable for any such increase, but Tenant agrees that any such change or extension shall in no way release Tenant from the obligations under the Prior Lease as they existed prior to such change or extension; (d) any amendment or waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Prior Lease, including the waiver of any default by any successor tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, any successor tenant; (e) any failure or delay of Landlord to exercise, or any lack of diligence in exercising, any right or remedy with respect to the Prior Lease; (f) any dealings or transactions between Landlord and Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law; (g) any assignment, conveyance, extinguishment, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interest of Assignee in the Prior Lease to any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law; (h) the exercise of any right or remedy under the Prior Lease, or the obtaining of any judgment against any successor tenant, or the taking of any action to enforce the same; (i) any bankruptcy, insolvency, assignment for the benefit of creditors, receivership, trusteeship or dissolution of or affecting Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law; (j) any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Prior Lease or in respect of the obligations under the Prior Lease; (k) any guaranty now or hereafter executed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law or any other party or the release of Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law from liability for the payment, performance or observance of any of the obligations under the Prior Lease or any of the terms of the Prior Lease on the part of any successor tenant to be paid, performed or observed, as applicable, whether by operation of law or otherwise; (l) any rights, powers or privileges Landlord may now or hereafter have against any person, entity or collateral in respect of the obligations under the Prior Lease; (m) the failure to give Tenant any notices whatsoever; (n) the exercise of any right or remedy under the Prior Lease, or the obtaining of any judgment against Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law, or the taking of any action to enforce the same; or (o) any other circumstance which might in any manner or to any extent constitute a defense available to Tenant, or vary the risk of Tenant, or might otherwise constitute a legal or equitable discharge or defense available to a surety, whether similar or dissimilar to the foregoing; all from time to time before or after any default by any successor tenant under the Prior Lease, and with or without further notice to or assent from Tenant. Tenant acknowledges and affirms that the right of Landlord to draw upon Letter of Credit in respect of the obligations under the Prior Lease shall extend to all amounts which constitute a part of the obligations under the Prior Lease and would be owed by Assignee or any successor tenant who succeeds to Tenant by merger, consolidation or otherwise by operation of law to Landlord under the Prior Lease but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law and such right shall continue to be effective or be reinstated, as the case may be, and the rights of Landlord hereunder shall continue with respect to, any Obligation (or portion thereof) under the Prior Lease at any time paid by Assignee or any successor tenant who succeeds to Assignee by merger, consolidation or otherwise by operation of law which shall thereafter be required to pay Tenant be restored under the Prior Lease or returned by Landlord upon the insolvency, bankruptcy or reorganization of Assignee or any interest on said Security Deposit. Notwithstanding the abovesuccessor tenant who succeeds to Assignee by merger, in the event that Tenant's stockholders equity consolidation or otherwise by operation of law, or for any other reason, all as reported by any annual report though such Obligation (or other public announcement portion thereof) had not been so paid or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentapplied.

Security. Concurrently 14.1 Prior to the Region disbursing any Regional Funding to the Proponent pursuant to this Agreement, the Proponent shall, at its own expense, and subject to obtaining all necessary consents, execute, register and deliver to the Region the following as collateral security for the repayment of the Regional Funding under this Agreement: a Charge/Mortgage of its interest in the Project Lands, and an Assignment of Rents, in the forms attached hereto as Schedule “G-1” (“Charge/Mortgage”) and Schedule “G-2” (“Assignment of Rents”) (collectively, the “Security”), completed in accordance with this Agreement together with such security, and on such terms and conditions as the execution of this Lease, Tenant Region may reasonably require. The Charge/Mortgage shall deposit with Landlord have a sum principal amount equal to twice the Total Monthly Rent applicable during the first year total amount of the Lease, i.e., Regional Funding. [NTD: PLEASE NOTE THAT SECURITY REQUIRED WILL BE DETERMINED BY THE REGION ON A PROJECT BY PROJECT BASIS HAVING REGARD TO THE PROJECT APPROVED AND THE RISK TO THE REGION. ADDITIONAL SECURITY COULD INCLUDE A GENERAL SECURITY AGREEMENT AND/OR ASSIGNMENT OF PROJECT DOCUMENTS.] 14.2 The Security shall form a charge against the sum Project Lands and associated personal property and is to be registered in the amount of [INSERT] Dollars ($117,970.78 (the "Security Deposit"[INSERT]), which sum is the amount of all Funds paid to the Proponent pursuant to this Agreement. [NTD: PLEASE NOTE THAT SECURITY PRIORITY WILL BE DETERMINED BY THE REGION ON A PROJECT BY PROJECT BASIS HAVING REGARD TO THE PROJECT APPROVED AND THE VARIOUS FUNDING SOURCES. THE REGION WILL ALSO CONSIDER ENTERING INTO A POSTPONEMENT AND STANDSTILL AGREEMENT WITH A SENIOR CONSTRUCTION LENDER BASED UPON THE NATURE OF THE FUNDING SOURCES AND THE RISK TO THE REGION, TO BE DETERMINED IN THE REGION'S SOLE DISCRETION.] 14.3 Advancement of funds under this Charge/Mortgage is subject to registration by the Proponent of the following: (a) a no dealings restriction pursuant to s. 118 of the Land Titles Act (Ontario) indicating that consent of the Region is required prior to mortgaging/charging and/or transferring the Project Lands, or any portion thereof; and (b) notice of this Agreement on title to the Project Lands. No portion of the Regional Funding shall be retained by Landlord as security advanced under this Agreement until such registrations have been completed to the full satisfaction of the Region. [NTD: THE REGION MAY WAIVE THE REQUIREMENT FOR A SECTION 118 RESTRICTION ON A PROJECT BY PROJECT BASIS HAVING REGARD TO THE NATURE OF THE PROJECT AND THE RISK TO THE REGION, TO BE DETERMINED IN THE SOLE DISCRETION OF THE REGION.] 14.4 Before the Security and notice of this Agreement are registered, the Proponent shall submit a draft of each to the Region for its approval. The Proponent’s solicitor shall provide a letter to the Region providing: (a) confirmation that the Security and notice of this Agreement have been registered, attaching confirmation of registration documents or copies thereof; (b) the solicitor’s opinion, in form and content satisfactory to the Region, that the Proponent or, if applicable, a related entity, has good and marketable title to the Project Lands, that the Charge/Mortgage has been registered and constitutes a [INSERT] charge against the Project Lands and that there are no outstanding registrations against the title to the Project Lands except for the payment by Tenant Permitted Encumbrances; and (c) that this Agreement and the Security have been duly authorized, executed, delivered, are enforceable in accordance with their terms and do not contravene the constating documents of the rents herein agreed Proponent or any applicable related entities. The Proponent shall also provide, or cause to be paid by Tenant provided, such corporate resolutions or certificates as the Region may reasonably require in respect of this Agreement, and for the faithful performance by Tenant Security, which resolutions and certificates shall be delivered concurrently with the provision of the terms Charge/Mortgage, Assignment of Rents and covenants notice of this Lease. It Agreement. 14.5 In addition to Section 14.3, advancement of Regional Funding to the Proponent is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward conditional on the payment provision of a guarantee from the Guarantors in favour of the rents Region in respect of the Regional Funding and all other sums payable by Tenant obligations of the Proponent hereunder and under the other Security documents, in accordance with the provisions of Section 34 of the Agreement. [NTD: PLEASE NOTE THAT THE REQUIREMENT FOR A GUARANTEE WILL BE DETERMINED BY THE REGION ON A CASE BY CASE BASIS, HAVING REGARD TO THE PROPONENT AND THE REGISTERED OWNER OF THE LANDS, WHERE DIFFERENT.] 14.6 Without limiting the Proponents’ covenants and the remedies of the Region under this LeaseAgreement and the Security, the Proponent agrees that a breach of this Agreement shall constitute a breach of the Security, and towards a breach of the performance Security shall constitute a breach of each and every this Agreement. 14.7 The liability of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum the Proponent shall be insufficient to pay; that Landlord may exhaust any or all rights payable immediately upon written demand and remedies against Tenant before resorting to said sum, but nothing herein contained such demand shall require or be conclusively deemed to require Landlord so have been effectively made and given when an envelope containing such demand, addressed to do; the Proponent is delivered to the attention of the Proponent at the address of the Proponent set forth in this Agreement or at such other address as the Proponent may from time to time designate by written notice to the Region. The liability of the Proponent shall bear interest from the date of such demand and both before and after judgement at the Rate. 14.8 The Region acknowledges and agrees that notwithstanding that section 14.7 of this Agreement provides that the principal secured by the Charge/Mortgage of Land is payable on demand, the Region shall have no right to demand payment thereunder except in accordance with the provisions of this Agreement relating to payment. In the event of a conflict or inconsistency between the provisions of this Agreement and the Security, the provisions of this Agreement shall prevail. 14.9 Upon the forgiveness of the entire amount of Regional Funding provided to the Proponent pursuant to Section 13 (Forgiveness and/or Repayment of Funds) of this Agreement, the Region shall provide to the Proponent a discharge, in registerable form, of the Security, to be registered at the sole cost and expense of the Proponent. 14.10 The Proponent acknowledges and agrees that the Region may make a claim or demand payment under the Security, in accordance with the provisions of this Agreement, notwithstanding any limitation period regarding such claim or demand set forth in the event that Landlord does so apply all Limitations Act, 2002 (Ontario) or part of said Security Depositunder any other applicable law with similar effect and, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatmaximum extent permitted by applicable law, any limitation periods set forth in such Act or applicable law are excluded. For greater certainty, the event Proponent acknowledges that this Agreement and the Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration each constitute a “business agreement” as defined under Section 22 of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the aboveLimitations Act, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars 2002 ($50,000,000.00Ontario), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently with The Borrower’s obligation to pay the execution principal of this Leaseand interest on the Note and any other amounts payable by the Borrower hereunder (the “Loan Obligations”) are special, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year limited obligations of the Lease, i.e.Borrower payable solely from the Net Revenues, the sum I-70 MEXL Revenue Account and the I-70 MEXL Operating Account, and shall constitute “bond obligations” within the meaning of $117,970.78 (the "Security Deposit"C.R.S. § 43-4-803(3). The Borrower hereby pledges, which sum shall be retained by Landlord as security on a first lien basis, for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents Loan Obligations: (a) the Net Revenues, (b) all Net Revenues (and the earnings thereon) on deposit in the I-70 MEXL Revenue Account; and (c) all other sums payable amounts actually loaned by Tenant under this LeaseCDOT to the Borrower pursuant to the Intra-Agency Agreement, and towards including all moneys on deposit in the performance of each and every of Tenant's covenants under this LeaseI-70 MEXL Operating Account (collectively, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tantothe “Collateral”); provided that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so CDOT to do; allocate funds to make any payment under the Intra-Agency Agreement. In accordance with C.R.S. § 43-4-807(1)(e), the Collateral shall immediately be subject to the lien of such pledge without any physical delivery or other act, and the lien of such pledge shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Borrower regardless of whether the claiming party has notice of such lien and even though it is not recorded or filed. The pledge of the Collateral pursuant to this Section does not limit the Borrower’s rights to withdraw money from the I-70 MEXL Revenue Account or the I-70 MEXL Operating Account pay for all lawful expenses and obligations of the Borrower related to the I-70 MEXL Project. Section 00-00-000 of the Supplemental Public Securities Act provides that a public entity, including the Borrower, may elect in the event that Landlord does so an act of issuance to apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term provisions of the Supplemental Public Securities Act. The Borrower hereby elects to apply all of the Supplemental Public Securities Act to this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding Agreement, the above, in Loan and the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentNote.

Security. Concurrently Subtenant has deposited with the execution of this Lease, Tenant shall deposit with Landlord Sublandlord a cash sum equal to twice the Total Monthly one monthly installment of Fixed Rent applicable during the first year of the Leasehereunder, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for (i) the faithful performance and observance by Tenant Subtenant of the terms terms, provisions and covenants conditions of this LeaseSublease and (ii) the faithful performance and observance by the applicable subtenants of the terms, provisions and conditions of each of the Combined Leases. It is agreed that Landlordin the event Subtenant or the applicable subtenant defaults in respect of any of the terms, at Landlord's optionprovisions and conditions of this Sublease or any of the Combined Leases, may at including, but not limited to, the payment of Rental, Kindred or Sublandlord or the applicable sublandlord under a Combined Lease may, after notice to Subtenant and the expiration of any time applicable grace period provided for in this Sublease or the applicable Combined Lease (as applicable with respect to such default), use, apply said sum or retain the whole or any part thereof toward of the security so deposited to the extent required for the payment of any Rental or any other sum as to which Subtenant or the rents subtenant under the applicable Combined Lease is in default or for any sum which Sublandlord or the relevant sublandlord may expend or may be required to expend by reason of Subtenant's or the applicable subtenant's default in respect of any of the terms, covenants and all other sums payable by Tenant conditions of this Sublease or any of the Combined Lease, including but not limited to, any damages or deficiency in the reletting of the Premises or the facility under this Sublease or the applicable Combined Lease, and towards whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Sublandlord or the performance sublandlord under the applicable Combined Lease. In any such event, Subtenant shall promptly on demand deposit with Sublandlord so much of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease the security as shall thereby be discharged only pro tanto; have been so expended so that Tenant Sublandlord shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or at all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in times have the full security deposit required hereunder. In the event that Landlord does so apply (a) Subtenant shall fully and faithfully comply with all or part of said Security Depositthe terms, provisions, covenants and conditions of this Sublease, (b) the applicable subtenants of each of the Combined Leases shall fully and faithfully comply with the terms, provisions and conditions of such Combined Leases and (c) Subtenant has delivered possession of the Premises to Sublandlord upon expiration of the term hereof and otherwise in accordance with the provisions hereof, then Tenant the security (less any portion thereof which Sublandlord is entitled to retain) shall pay Landlord a sum sufficient be returned to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit Subtenant. Sublandlord shall hold such security and shall not be utilized for any required to account to Subtenant with respect to such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord security and shall not be required to pay Tenant any interest on said Security Depositthereon. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant Sublandlord shall have seven (7) days the right to make said paymentcommingle such security with any other funds.

Security. Concurrently with (a) Upon the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year termination of the Lease, i.e., Guarantor's obligations under SECTION 3 or if the sum of Outstanding Balance equals zero dollars ($117,970.78 (the "Security Deposit"0), which sum HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. (b) HPT shall be retained by Landlord as security entitled to draw upon any Satisfactory Letter of Credit delivered to it (i) for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (ii) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in a material way, their then equivalents in HPT's reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or (iii) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations under this Agreement in accordance with the terms hereof. (c) HPT shall be entitled to apply said sum any cash collateral held by it or any part thereof toward the payment Collateral Agent to the overdue obligations of the rents Guarantor hereunder in such order and all other sums payable at such times as HPT may determine in its sole judgment. Any cash collateral held by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit HPT shall not be utilized for any such purposescommingled with its other funds, then such Security Deposit and shall be returned by Landlord invested, at the Guarantor's risk, in interest bearing investments reasonably acceptable to Tenant within ten (10) days next after the expiration of the Term of this LeaseGuarantor. Landlord shall not be required to pay Tenant any Any interest on said Security Deposit. Notwithstanding the abovesuch cash collateral, in the event that Tenant's stockholders equity as reported by and any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then losses in such eventinvestments, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient belong to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentIHG.

Security. Concurrently with the execution of this Lease, 3. Tenant shall deposit hereby deposits with Landlord a sum equal to twice on the Total Monthly Rent applicable during the first year of the Lease, i.e., date hereof the sum of Deposit. Ten Thousand Three Hundred Six and 71/100 Dollars ($117,970.78 (the "Security Deposit"10,306.71), which sum shall be retained held by Landlord Landlord, without obligation for interest, as security for the payment by Tenant of the rents herein agreed to be paid by Tenant full, timely and for the faithful performance by Tenant of the terms Tenant's covenants and covenants of obligations under this Lease. It is understood and agreed that Landlordsuch deposit is not an advance rental deposit or prepayment of the last month’s rent due hereunder, at and is not a measure of Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every damages in case of Tenant's covenants under this Leasedefault. Upon the occurrence of any default or event of default by Tenant, but Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use such covenants funds to the extent necessary to make good any arrears of rent or other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by any event of Tenant's liability under this Lease shall thereby be discharged only pro tantodefault; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay to Landlord a sum sufficient on demand the amount so applied in order to restore the security deposit to its original amount. Although the then-required amount (within 10 days security deposit shall be deemed the property of being billed for same); thatLandlord, in the event this Security Deposit shall not be utilized for any remaining balance of such purposes, then such Security Deposit deposit shall be returned by Landlord to Tenant within ten (10) days next or Tenant's last permitted assignee at such time after the expiration of the Term termination of this LeaseLease when Landlord shall have determined that all Tenant's obligations under this Lease have been fulfilled. Landlord shall not be required to pay Tenant keep any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit separate from its general funds Subject to the other terms and conditions contained in an amount sufficient to raise this Lease, if the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request Building is conveyed by Landlord, said deposit shall be turned over to Landlord's grantee, and thereupon, Tenant shall have seven (7) days hereby releases Landlord from any and all liability with respect to make said paymentdeposit and its application or return.

Security. Concurrently with the DEPOSIT Upon its execution of this Lease, Tenant shall will deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum set forth in Section 1.1 as security for the full and faithful performance of $117,970.78 every provision of this Lease to be performed by Tenant (the "Security Deposit"). If Tenant Defaults with respect to any provision of this Lease including, which sum shall be retained by but not limited to, the provisions relating to the payment of rent or other charges, Landlord as security may use, apply or retain all or any part of the Security Deposit for the payment of any rent or other charge in Default, or for the payment of any other amount which Landlord may spend or become obligated to spend by Tenant reason of Tenant's Default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's Default. If any portion of the rents herein agreed Security Deposit is so used or applied. Tenant shall, within ten days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full amount originally deposited with Landlord, and Tenant's failure to do so shall be paid by Tenant and for the faithful performance by Tenant of the terms and covenants a material breach of this Lease. It is agreed that If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Term. The making by Tenant of the Security Deposit, or the application thereof by Landlord in the manner originally deposited with Landlord, shall not constitute nor be construed as a limitation upon the exercise by Landlord of any other rights or remedies provided to Landlord under the terms of this Lease in the event of Tenant's Default. In the event Landlord sells the Center, then Landlord may assign the Security Deposit to the purchaser of Landlord's interest in the Premises without liability to Tenant. No trust relationship is created in this Lease between Landlord and Tenant with respect to the Security Deposit. Upon Tenant's written request, the Security Deposit shall be invested in a joint interest bearing account at The Bank of California or any other recognized financial institution selected by Landlord which is reasonably acceptable to Tenant. At Tenant's request it shall be held in a pass book account or such other form as will allow Landlord to draw all or any portion of the principal thereof from time to time or at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by in accordance with this Article. As long as Tenant is not in Default under this Lease, Tenant shall be entitled to receive, directly, any interest earned on the Security Deposit, but only Landlord and towards the performance of each not Tenant shall be entitled to withdraw principal. Any interest accruing during any period in which there exists an outstanding and every uncured default of Tenant's covenants under this Lease, but as evidenced by a statement of such covenants Default delivered to such financial institution by Landlord, and Tenant's liability on which such financial institution shall be entitled to rely without further inquiry, shall be added to the principal amount of such Security Deposit. At the expiration of the fifth year of the Term if Tenant has not been in material Default under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in since the event that Landlord does so apply all or part commencement of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to Term the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently with The Borrower agrees that at all times before the execution termination of this LeaseAgreement, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year payment in full of the LeaseObligations (other than reimbursement and indemnity obligations which survive for which the Borrower has not received a notice of claim), i.e.and termination in full of the Commitments, the sum of $117,970.78 (Administrative Agent shall have an Acceptable Security Interest in the "Security Deposit")applicable Collateral, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed required below, subject to be paid by Tenant and for the faithful performance by Tenant of any permitted releases pursuant to the terms and covenants of this Lease. It is agreed that LandlordAgreement or the Security Documents, at Landlord's option, may at any time apply said sum or any part thereof toward to secure the performance and payment of the rents Obligations as set forth in the Security Documents. The Borrower shall, and shall cause each Restricted Subsidiary to take such actions, including execution and delivery of any Security Documents necessary to create, perfect and maintain an Acceptable Security Interest in favor of the Administrative Agent in the following Properties, whether now owned or hereafter acquired: (a) all Equity Interests issued by any Subsidiary (other than a Foreign Subsidiary) and held by a Wholly-Owned Domestic Restricted Subsidiary or the Borrower; (b) 100% of Equity Interests issued by First Tier Foreign Subsidiaries which are owned by the Borrower or any Wholly-Owned Domestic Restricted Subsidiary but, in any event, no more than 66% of the outstanding Voting Securities issued by any First Tier Foreign Subsidiary; and (c) all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration Properties of the Term Credit Parties other than Excluded Properties. For the avoidance of doubt, notwithstanding the preceding provisions of this Lease. Landlord Section 5.7 or any other provisions of the Credit Documents, (i) neither the Borrower nor any Domestic Subsidiary shall not be required to pay Tenant grant any security interest on said Security Deposit. Notwithstanding in more than 66% of the above, in the event that Tenant's stockholders equity as reported Voting Securities issued by any annual report First Tier Foreign Subsidiary, (ii) neither the Borrower nor any Subsidiary shall be required to grant any security interest in Equity Interests in any Foreign Subsidiary that is not a First Tier Foreign Subsidiary, and (iii) no Foreign Subsidiary shall be required to grant an Acceptable Security Interest in any of its Properties or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise otherwise be bound by the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentrequirements of this Section 5.7.

Security. Concurrently with the Tenant shall, upon execution of this Leaselease, deposit with Landlord the sum of FIVE HUNDRED THOUSAND AND 00/100 ($500,000.00) DOLLARS security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, and fails to cure the same within any applicable grace and/or notice periods, then, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be promptly returned to Tenant. In the event of a sale of the land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vandee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In lieu of the cash security provided for in Article 34 hereof, Tenant may deliver to Landlord, as security pursuant to said Article 34, an irrevocable, clean, "Evergreen" commercial letter of credit in the amount of $500,000.00 (the "Letter"), issued by a bank which is authorized by the State of New York or has a branch office or corresponding bank which enables Landlord to draw upon the Letter in the State of New York and which shall permit Landlord (a) to draw thereon up to the full amount of the credit evidenced thereby in the event of any default by Tenant in the terms, provisions, covenants or conditions of this Lease beyond any applicable notice and cure periods or (b) to draw the full amount thereof to be held as cash security pursuant to Article 34 hereof if for any reason the Letter is not renewed within forty-five (45) days prior to its expiration date. The Letter (and each renewal thereof) shall (i) be for a term of not less than one (1) year (except that the last Letter shall be for a term expiring forty-five (45) days after the Expiration Date), (ii) expressly provide for the issuing bank to notify Landlord in writing not less than forty-five (45) days prior to its expiration as to its renewal or non-renewal, as the case may be, and (iii) if not so renewed each year (or later period of expiration) shall be immediately available for Landlord to draw up to the full amount of such credit (to be held as cash security pursuant to said Article 34). Not less than forty-five (45) days prior to the expiration date of each Letter (and every renewal thereof), Tenant shall deposit with deliver to Landlord a renewal or new Letter subject to all of the conditions aforesaid, all to the intent and purposes, that a Letter in the sum equal to twice of $500,000.00 shall be in effect for the Total Monthly Rent applicable during remainder of the first term of this Lease. After the third (3/rd/) year of the term of the Lease, i.e., Landlord and Tenant will seek to mutually agree to a reduction in the sum Security if Tenant effectuates a public offering of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord its stock and materially increases its net worth and meets other reasonable qualifications as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentreasonably request.

Security. Concurrently Tenant, concurrently with the execution of this Leaselease, Tenant shall deposit has deposited with Landlord the Landlord, unless otherwise expressly stated herein,, a sum equal to twice the Total Monthly Rent applicable during the first year one monthly rental payment exclusive of the Lease, i.e.sales tax, the sum receipt of $117,970.78 (the "Security Deposit")which is hereby acknowledged by Landlord, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants covenant of this Leaselease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Leaselease, and towards the performance of each and every of Tenant's covenants under this Leaselease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that : That Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or to be deemed to require Landlord Landlord, so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event should this Security Deposit shall not lease be utilized for any such purposesfaithfully performed by Tenant, then such Security Deposit this deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term term of this Leaselease. Landlord shall not be required to pay Tenant any interest on said Security Depositsecurity deposit. Notwithstanding Landlord shall not be required to hold said security funds in a segregated account. BUILDING ACCESS Building will be open to the abovepublic Monday through Friday of each week from 7:00 A.M. until 10:30 P.M. Entrance is available at both the first and second floor levels with the following exceptions: The second floor entrance will be open and under the control of a uniformed security guard from 5:30 P.M. until midnight, Monday through Friday; and on Saturdays and Sundays from 9:00 A.M. until 5:00 P.M. The entrance on the first floor will be closed from 6:00 P.M. until 6:30 A.M. and all day on Saturday and Sunday. All persons entering the building during the time that the building is under security guard will have to show identification and sign the Visitor's Log under the supervision of the security guard. All persons leaving the building while the building is under the control of the security guard will have to sign out. Tenant may arrange to open building It shall be the responsibility of the Tenant to arrange for all of its employees and/or invitees to be out of the building prior to the building being placed under ADT electronic surveillance. Landlord shall have no responsibility to any Tenant, Tenant's employees or invitees in the event that Tenant's stockholders equity as reported by said party or persons should fail to leave the building prior to the time the ADT electronic surveillance is placed in effect and Tenant agrees to indemnify and save harmless Landlord from any annual report claim or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then suit against Landlord in such event, . Landlord reserves the right to issue identification passes and require the same for admission to the building while under security guard. It is expressly understood by Tenant shall additionally pay that guard and/or ADT service is provided for the protection of the banking facilities located in the Building. Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven no responsibility to Tenant to provide such service and may discontinue same at any time. Landlord shall have no responsibility to Tenant, its employees and/or invitees for loss or damage to person or property caused by theft, vandalism, or other cause or causes. SERVICES FURNISHED BY LANDLORD Landlord will furnish Tenant, while occupying the premises, water - cold and refrigerated - at those points of supply provided for general use of its Tenants, electricity for lighting and office use, lavatory and toilet facilities, automatic self-operated elevators, reasonable cleaning services once each day, Monday through Friday (7except Holidays as above defined) days (Provided that the premises are kept in order by Tenant and that same are available for cleaning after 5:30 P.M. of each day) and air conditioning (cooling) from 7:00 A.M. to make said payment8:00 P.M. on weekdays and from 9:00 A.M. to 5:00 P.M. on Saturdays and Sundays. If Tenant requires air conditioning at other hours, written notice twenty-four (24) hours in advance shall be given by Tenant to Landlord and Tenant will be billed for such use at the rate of Twenty Five Dollars ($25.00) per hour. The Tenant will not install or maintain electrically operated equipment or other machinery except light office machines normally used without first obtaining the written consent of the Landlord and such consent of Landlord may be conditioned upon payment by Tenant of additional rent. Any electrical or computer equipment which, together with Tenant's other electrically operated equipment, requires in excess of 20 ampere - 220 volt service shall not be installed without the prior written approval of the Landlord (this also includes photo processing and printing equipment). Likewise, if any Tenant requires excess use of water, such use shall be conditioned upon written consent of the Landlord and additional rent as compensation for such excess use. Failure by Landlord to any extent to furnish, or any stoppage of, these defined services resulting from causes beyond the control of Landlord shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant, nor work any abatement of rent nor relieve Tenant from fulfillment of any covenant or agreement hereof.

Security. Concurrently with the (a) Upon execution of this LeaseAgreement, Tenant HPD and AMERALIA shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 establish an escrow account (the "Security DepositEscrow Account") for the mutual benefit of HPD and AMERALIA at Chicago Title and Trust Company or at a federally insured commercial bank acceptable to both Parties. AMERALIA shall wire transfer into the Escrow Account such amounts at such times as provided for in the Deposit Schedule attached hereto as Exhibit E (the "Escrow Deposits"). The aggregate amount of the Escrow Deposits shall be $6,400,000, less the $875,000 of the Contract Sum previously paid by AMERALIA (the "Equity Amount"). HPD shall have the right to withdraw funds from the Escrow Account in the manner provided in Section 8.4. AMERALIA shall not be permitted to withdraw any funds from the Escrow Account without the prior written consent of HPD. All escrow fees and charges incurred for the establishment and maintenance of the Escrow Account shall be paid by AMERALIA. All interest earned on monies deposited into the Escrow Account shall be credited to AMERALIA and shall remain in the Escrow Amount. (b) For and in consideration of the additional payment of $1,200,000 by AMERALIA to HPD (the "Deposit Relief Fee"), which sum HPD and AMERALIA hereby agree to amend the Deposit Schedule as follows: (i) An Escrow Deposit of $3,600,000 shall be retained deposited by Landlord as security for AMERALIA into the payment Escrow Account on or before September 15, 1999; and (ii) A final Escrow Deposit of $600,000 shall be deposited by Tenant AMERALIA into the Escrow Account on or before October 1, 1999. The Deposit Relief Fee shall be deemed earned upon the date of execution of the rents herein agreed to Second Amendment (August 25, 1999) and shall be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient AMERALIA to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant HPD within ten (10) days next after the expiration Mechanical Completion Date. (i) In order to secure the full and prompt payment of the Term of this Lease. Landlord shall not be required any and all monies which AMERALIA is obligated to pay Tenant under Section 8.2(b), AMERALIA does hereb6y collaterally assign, transfer, and convey, grant a mortgage and security interest in, and pledge to, HPD all of AMERALIA's right, title and interest in and to all of AMERALIA's current and future assets, including, without limitation, all of AMERALIA's real property, personal property, and AMERALIA's interest in that certain Sodium Lease Renewal (#C-011905) related to the Project Site (collectively "AMERALIA's Assets"). AMERALIA covenants and agrees that upon written notice from HPD, AMERALIA shall promptly execute and deliver any interest on said Security Depositand all documents which HPD deems necessary (in HPD's sole and absolute discretion) to fully evidence and perfect the preceding assignment, transfer, conveyance, mortgage, security interest, and pledge in and to AMERALIA's Assets, including, without limitation, any deed of trust, leasehold assignment, security agreement, pledge agreement, and UCC financing statements. (ii) AMERALIA represents and warrants to HPD (i) that AMERALIA has good and merchantable title to the AMERALIA Assets, (ii) that the AMERALIA Assets are free and clear of any and all liens, claims, security interests, mortgages, charges or encumbrances. Notwithstanding AMERALIA further covenants and agrees that AMERALIA shall not, until the aboveContract Sum is paid in full to HPD, grant, permit, or suffer any lien, claim, security interest, mortgage, charge or encumbrance upon or against the AMERALIA Assets except the existing Marvxx X. Xxxxxx ("Hudsxx") xnd Raytheon Engineers + Constructors, Inc. ("Raytheon") claims being contested by AMERALIA. The Hudsxx xxxim is being brouth in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press releaseU.S. District Court for the District of Colorado, declines below fifty million dollars ($50,000,000.00), then case no. 99-M-1203. The Raytheon claim is in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit amount of $303,800 and brought pursuant to a sum equal to three (3) times Total Monthly Rental then in effectGeneral Services Agreement dated October 7, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment1993.

Security. Concurrently with Upon the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year termination of the Lease, i.e., Guarantor’s obligations under Section 3 or if the sum excess of aggregate amount paid by the Guarantor under Section 3 over the aggregate of any amounts reimbursed to it pursuant to the terms of the Management Agreement equals not less than Fifty Million dollars ($117,970.78 (the "Security Deposit"50,000,000), which sum HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be retained by Landlord as security entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in a material way, their then equivalents in HPT’s reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or (c) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations under this Guaranty in accordance with the terms hereof. HPT shall be entitled to apply said sum any cash collateral held by it or any part thereof toward the payment Collateral Agent to the overdue obligations of the rents Guarantor hereunder in such order and all other sums payable at such times as HPT may determine in its sole judgment. Any cash collateral held by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit HPT shall not be utilized for any such purposescommingled with its other funds, then such Security Deposit and shall be returned by Landlord invested, at the Guarantor’s risk, in interest bearing investments reasonably acceptable to Tenant within ten (10) days next after the expiration of the Term of this LeaseGuarantor. Landlord shall not be required to pay Tenant any Any interest on said Security Deposit. Notwithstanding the abovesuch cash collateral, in the event that Tenant's stockholders equity as reported by and any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then losses in such eventinvestments, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient belong to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentIHG.

Security. Concurrently with the 8.01. Upon execution of this Lease, Tenant shall deposit with Landlord the security Deposit for the full and faithful payment and performance by Tenant of Tenant's obligations under this Lease. Such Security Deposit shall be by certified funds or an irrevocable, evergreen letter of credit issued (in favor of Superior Mortgagee) by a federally chartered bank in Seattle, Washington or such other location approved by Landlord. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit so deposited to the extent required for the payment of any Rent or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the Security Deposit, Tenant shall, upon demand, immediately deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during amount so used, applied and retained as the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum . If Tenant shall be retained by Landlord as security for the payment by Tenant fully and faithfully pay and perform all of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at LandlordTenant's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant obligations under this Lease, and towards the performance of each and every of Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant's covenants under this Lease, but such covenants and Tenant's liability under without interest, after the date on which this Lease shall thereby expire or sooner end or terminate, and after delivery to Landlord of entire possession of the Demised Premises. In the event of any sale or leasing of the Building and/or the Land, Landlord shall have the right to transfer the Security Deposit to which Tenant is entitled to the vendee or lessee and Landlord shall thereupon be discharged only pro tanto; that released by Tenant from all liability for the return or payment thereof and Tenant shall remain liable look solely to the new Landlord for any amounts that such sum the return or payment of the same. The provisions hereof shall apply to every transfer or assignment made of the same to a new Landlord. The Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be insufficient to pay; that Landlord may exhaust bound by any such assignment, encumbrance, attempted assignment or all rights and remedies against Tenant before resorting to said sumattempted encumbrance. Notwithstanding the foregoing, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Depositprovided Tenant's net worth, as certified by a reputable accounting firm, exceeds $10,000,000.00, then Tenant shall pay Landlord a sum sufficient commencing on the fifth (5th) anniversary of the Commencement Date and for each anniversary date thereafter for so long as Tenant's net worth continues to restore exceed $10,000,000.00 the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security security Deposit shall be returned by Landlord to Tenant within ten reduced at the rate of twenty (1020%) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentpercent per year.

Security. Concurrently with the TheWithin thirty (30) days of execution of this LeaseAgreement, Tenant shall deposit with Landlord a sum equal the Concessionaire has already deliveredshall deliver to twice the Total Monthly Rent applicable during the first year Port, as security for Concessionaire’s payment of any fees or fines and full performance of all other obligations hereunder, an amount of one quarter of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which Minimum Annual Guarantee. This sum shall be retained refundedirrevocable standby letter of credit or other security in a form approved by Landlord the Port, in an amount equal to Fifty Thousand and No/100 Dollars ($50,000.00) and prior to the Effective Date, the Concessionaire shall deliver to the Port, as additional security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the Concessionaire’s payment of the rents any fees or fines and full performance of all other sums payable obligations hereunder, security in a form approved by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatPort, in an amount equal to Eight Hundred Sixty Seven Thousand, Six Hundred Ninety Four and No/100 Dollars ($867,694.00) (the event this Security Deposit shall not be utilized “Security”) (for any such purposesa total amount of Nine Hundred Seventeen Thousand, then such Security Deposit shall be returned by Landlord Six Hundred Ninety Four and No/100 Dollars ($917,694.00)). The Port agrees to Tenant within ten provide five (105) days next after prior written notice of its intent to draw upon the expiration of the Term of this Lease. Landlord Security; provided, however, such notice shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported of a bankruptcy filing by Concessionaire and such notice is, or may be deemed to be, a violation of the automatic stay by the Port. The Security shall be released upon termination of this Agreement except to the extent any annual report or amounts are drawn upon by the Port to satisfy any obligation of Concessionaire which is overdue at the time of termination. If, at any other public announcement or press releasetime the Port draws upon the securitySecurity to satisfy any obligations under the Agreement, declines below fifty million dollars Concessionaire shall restore the security to the full amount specified herein no later than thirty Security to an amount acceptable to the Port within thirty ($50,000,000.00)30) days following the timeafter receipt of the Port draws on said security’s written request to do so. The Port may, then in such event, Tenant shall additionally pay Landlord an additional sum as additional security following Concessionaire’s failure to restore the securitySecurity deposit in an amount sufficient the manner prescribed, suspend Concessionaire’s operations or declare Concessionaire to raise be in default and subject to paragraph 17 herein.Section 17 herein. If the total Security Deposit is in a form that periodically requires renewal, Xxxxxx must renew the Security not less than 45 days before the Security is scheduled to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentexpire.

Security. Concurrently with 7.1. When a governing body of any jurisdiction in which the execution Ceding Company legally operates or to which it submits requires as a condition to credit for the reinsurance provided by this Agreement that the Reinsurer deliver securities legally pledged for the benefit of the Ceding Company or deposit funds legally pledged for the benefit of the Ceding Company, the Reinsurer shall deliver such securities or deposit such funds in the form and amount necessary to permit the Ceding Company to avoid on any statutory financial statement filed by the Ceding Company the penalty to surplus which would result from the loss of credit for the reinsurance. 7.2. Notwithstanding any other provisions of this LeaseAgreement, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It it is agreed that Landlord, at Landlord's option, may at any time apply said sum securities pledged to the Ceding Company pursuant to section 7.1 of this Article 7 shall be securities which are of a type and quality acceptable to the governing body of any jurisdiction in which the Ceding Company operates which has required the pledge of securities in Section 7.1 and be drawn upon and utilized by the Ceding Company or any part thereof toward the payment its successors in interest only for one or more of the rents following purposes: (a) to reimburse the Ceding Company for losses and all other sums payable loss expenses paid by Tenant the Ceding Company under this Lease, and towards Agreement; (b) to fund an account with the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit Ceding Company in an amount sufficient to raise the total Security Deposit to a sum at least equal to three the deduction allowed for the reinsurance provided by this Agreement, from the Ceding Company’s liabilities for policies ceded under this Agreement, such amount to include, if applicable, but not be limited to, amounts for Contingency Reserves, loss reserves for paid, reported and incurred but not reported (3“IBNR”) times Total Monthly Rental then losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the Ceding Company claims are due under this Agreement or under applicable law. All of the foregoing should be applied without diminution because of insolvency on the part of the Ceding Company or Reinsurer. 7.3. If the Reinsurer elects to provide a Letter of Credit under section 7.1 of this Article, the Reinsurer shall cause the Letter of Credit to be issued, in effect, place and effective no later than the “as set forth on Schedule "C", attached. Upon written request of date” of the first quarterly filing prepared by Landlord, Tenant shall have seven (7) days to make said paymentthe Ceding Company for the appropriate regulatory authority after the effective date of this Agreement.

Security. Concurrently 17.1 Subtenant has deposited with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., Sublandlord the sum of $117,970.78 10,729.88 (which is an amount equal to two months of Base Rent, plus sales tax of 6.5%) (the "Security DepositSecurity"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and ) for the faithful performance and observance by Tenant Subtenant of the terms terms, provisions and covenants conditions of this Lease. It is agreed that LandlordSublease, at Landlord's optionincluding, but not limited to, the payment of Base Rent and all other items of Rental and the surrender of the Premises to Sublandlord as herein provided. 17.2 If Subtenant defaults in respect of any of the material or monetary terms, provisions and conditions of this Sublease, Sublandlord may at any time apply said sum or retain the whole or any part thereof toward of the Security so deposited, as the case may be, to the extent required for the payment of the rents and all any Base Rent or any other sums payable by Tenant under this Lease, and towards the performance item of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable Rental as to which Subtenant is in default or for any amounts that such sum shall be insufficient to pay; that Landlord which Sublandlord may exhaust any expend or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant expend by reason of Subtenant's default in respect of any interest on said Security Deposit. Notwithstanding of the aboveterms, covenants and conditions of this Sublease, including, but not limited to, any damages or deficiency in the event reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other re-entry by Sublandlord. If Sublandlord applies or retains any part of the Security so deposited, Subtenant, upon demand, shall deposit with Sublandlord the amount so applied or retained so that Tenant's stockholders equity Sublandlord shall have the full deposit on hand at all times during the Term. If Subtenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Sublease, the Security, together with accrued interest thereon, shall be promptly returned to Subtenant after the Expiration Date and after delivery of possession of the Premises to Sublandlord in the condition required to be delivered to Landlord under the Lease, except as reported otherwise provided herein. Subtenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and neither Sublandlord nor its successors or assigns shall be bound by any annual report such assignment, encumbrance, attempted assignment or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentattempted encumbrance.

Security. Concurrently with the DEPOSIT Lessee has paid to Lessor upon execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., Lease the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord 2,900.00 as security for the performance of Lessee’s obligations hereunder, including the payment of rentals. In the event of a default by Tenant Lessee, Lessor at its option may apply such part of the rents herein agreed deposit as may be deemed necessary to be paid by Tenant cure the default, and for if Lessor does so, Lessee shall upon demand redeposit with the faithful performance by Tenant of Lessor an amount equal to that so applied so that Lessor will have the terms and covenants full security deposit or (had at all times during the term of this Lease. It Upon the termination of this lease (provided Lessee is not in default hereunder) Lessor shall refund to Lessee any then remaining balance of the deposit without interest. In the event of a sale of the land and building or leasing of the building of which the demised premises are a part, Lessor shall have the right to transfer the deposit to the vendee of Lessee and Lessor shall thereupon be released by Lessee from the liability for the return of such deposit; and Lessee agrees to look to the new Lessor solely for the return of said deposit; and it is agreed that Landlord, at Landlord's option, may at any time the provision hereof shall apply said sum to every transfer or any part thereof toward the payment assignment made of the rents and all other sums payable by Tenant under this Leasedeposit to a new Lessor. MORTGAGE PRIORITY The lease shall be subordinate to the lien of any mortgage or mortgages which have been or hereafter may be placed upon the premises in order to finance or refinance the building in which the premises are located, and towards the performance Lessee shall execute and deliver upon demand, such further instruments of each subordination as may reasonably be required to carry out the intent and purpose of this paragraph. Lessee may obtain from every mortgagee of Tenant's covenants under this Lease, but the aforesaid building a written commitment that the Lessee’s possession of such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit building shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after disturbed as long as the expiration of Lessee is not in default under the Term provisions of this Lease. Landlord shall not be required lease if such mortgagees are willing to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentdo so.

Security. Concurrently with Xxxxxxxx agrees that all of its obligations under this Agreement shall be secured by all deposit accounts maintained by Merchant, including deposits made by Merchant as collateral or funds withheld by Bank or BCC as the execution result of routine security monitoring, and by all other personal property that serves as collateral for any other indebtedness arising out of Merchant’s business and owed by Merchant to Bank or BCC. Xxxxxxxx agrees that if Bank or BCC determines that the proceeds of Merchant’s future Card transactions are unlikely to cover anticipated Charge backs, credits, fees and adjustments, as reasonably determined by Bank or BCC (whether because this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"Agreement has been terminated or for any other reason), which sum shall be retained Bank or BCC may fully or partially prohibit withdrawal by Landlord Merchant of funds from Merchant’s deposit accounts pending a determination from time to time by Bank or BCC to exercise their respective rights as security for a secured party by applying the payment amount(s) theretofore withheld by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum Bank or any part thereof toward the BCC in partial or full payment of the rents Merchant obligations to Bank or BCC. In addition to any rights granted under applicable law, Bank and BCC are hereby authorized (any related notice and demand are hereby expressly waived), to set off, recoup and to appropriate and to apply any and all other sums payable by Tenant under this Leasesuch funds against and on account of Merchant’s Obligations, whether such Obligations are liquidated, un‐liquidated, fixed, contingent, matured or un‐matured. Xxxxxxxx agrees to duly execute and towards deliver to Bank and BCC such instruments and documents as may be reasonably requested to perfect and confirm the performance lien, security interest, right of each set off, recoupment and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as subordination set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentin this Merchant Agreement.

Security. Concurrently 36.1 Tenant has deposited with Landlord a sum representing two months Minimum Rent as security for the execution faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. In the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, Tenant shall deposit with including, but not limited to, the payment of Minimum Rent or Additional Rent, Landlord a sum equal to twice may use, apply or retain the Total Monthly Rent applicable during the first year whole or any part of the Lease, i.e., security so deposited to the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security extent required for the payment of any Minimum Rent and Additional Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by Tenant reason of Tenant's default in respect of any of the rents herein agreed to be paid by Tenant terms, covenants and for the faithful performance by Tenant of the terms and covenants conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Landlord shall have not duty to hold such security in a trust account and may co-mingle such security with its own funds. Tenant acknowledges and agrees that no interest shall be payable to Tenant on such security deposit. 36.2 In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant, without interest, within thirty (30) days after the date fixed as the end of this Lease and after delivery of entire possession of the Premises to Landlord. In the event of a sale of the Real Property, Landlord shall have the right to transfer the security to the vendee and, provided the transferee acknowledges in writing receipt of such security, Landlord shall thereupon be released by Tenant from all liability for the return of such security and Tenant shall thereupon look to the new landlord solely for the return of said security. It is agreed that Landlord, at Landlord's option, may at any time the provisions hereof shall apply said sum to every transfer or any part thereof toward the payment assignment made of the rents and all other sums payable by security to a new landlord. 36.3 Tenant under this Leasefurther covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum neither Landlord nor its successor or assigns shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for bound by any such purposesassignment, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the aboveencumbrance, in the event that Tenant's stockholders equity as reported by any annual report attempted assignment or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentattempted encumbrance.

Security. Concurrently (a) Tenant, on the Commencement Date, shall deposit with Landlord, the Security. If Tenant defaults with respect to any of the terms, covenants, provisions or conditions of this lease, including, but not limited to, the payment of Rental, then in addition to any other remedies to which Landlord may be entitled by virtue of the provisions of this lease, or pursuant to law or equity, Landlord shall have the right to use, apply or retain the whole or any part of the Security to the extent required for the payment of any Rental, or any other sum as to which Tenant is in default or any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including, but not limited to, damages or deficiencies resulting from the reletting of the Premises, whether such damages or deficiencies accrued before or after summary proceedings or other reentry by Landlord. (b) If the entire Security or any portion thereof is appropriated or applied by Landlord for the payment of Rental or any other sums due and payable to Landlord by Tenant hereunder, other than as provided for herein, or for the payment or reimbursement of any cost or expense incurred by Landlord as a result of any default or failure of performance by Tenant hereunder, then Tenant, upon the demand of Landlord, forthwith shall remit to Landlord a sufficient Letter of Credit and/or sufficient good funds to restore the Security to the sum required to be deposited hereunder, the delivery of such Letter of Credit and/or good funds hereby deemed to be Additional Rental, and Tenant's failure to do so within thirty (30) days after the forwarding of such demand shall constitute a breach of this lease. (c) Landlord shall maintain any cash portion of the Security in an interest bearing account in one or more federally insured banking institutions as Landlord may determine, from time to time, to insure that the amount of the Security does not exceed the limits of any insurance covering bank deposits. Tenant shall be entitled to all interest earned on the aforesaid deposit of Security or the proceeds thereof, which interest shall be payable annually to Tenant. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security except as permitted pursuant to the provisions of Paragraph 15 hereof, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (d) It is expressly understood and agreed that the exercise of any remedy by Landlord for any default on the part of Tenant shall not be deemed such a termination of this lease as to entitle Tenant to the recovery of the Security, and said Security shall be retained and remain in the possession of Landlord as hereinbefore stated. (e) In the event of a sale, leasing or assignment of Landlord's interest in this lease by Landlord, Landlord shall be obligated to transfer the Security or the remaining balance thereof, to the purchaser, lessee or assignee, shall furnish Tenant with notice thereof and thereupon shall be released by Tenant from all liability for the application of the Security, and Tenant agrees to look solely to the transferee for the application of the Security. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new transferee. (f) If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, including the delivery of the Premises to Landlord in accordance with the execution provisions hereof and compliance with all Environmental Laws with which it is obligated to comply, then such portion of the Security not required by Landlord to cure any Tenant defaults shall be returned to Tenant within a reasonable time, not to exceed thirty (30) days following the expiration or sooner termination of the Term hereof. (g) To the extent that the Security shall be in form of a Letter of Credit, each Letter of Credit to be deposited hereunder shall be a clean, irrevocable Letter of Credit, shall be the amount required hereunder, shall be issued by a bank located in New Jersey and shall be in form and substance, satisfactory to Landlord, and shall provide, inter alia, the following: (i) It shall be renewed in the agreed upon amount, not less than thirty (30) days prior to its expiration, failing which, Landlord may draw upon the Letter of Credit and place the cash in an interest-bearing account or accounts as set forth in subparagraph 40(c) above; (ii) Landlord shall have the right to draw upon all or any part(s) of the Letter of Credit, immediately upon delivering a certification to the issuing bank setting forth that it is entitled to draw upon the Letter of Credit pursuant to the provisions of this Leaselease and setting forth the amount of the money sought to be received, which Letter of Credit may be drawn upon, to the extent necessary, to satisfy said request in full; (h) Landlord shall retain the proceeds of the Letter of Credit received pursuant to subparagraph 40(h)(iii) in accordance with the provisions hereof and shall return such proceeds to Tenant upon receipt of a new Letter of Credit in compliance herewith. (i) Notwithstanding anything contained in this lease to the contrary, and provided Tenant is not in default of the terms or provisions of this lease beyond any applicable notice or grace period, Landlord agrees that Tenant shall be entitled to occupy the Premises free of any obligation to pay the Monthly Fixed Rent for that period of time at the end of the Term as the same may have been extended, proportionate to the Security Deposit then required to be deposited with Landlord pursuant to this Paragraph 40 and any additional security deposited pursuant to subparagraph 15(f)(iv), provided that Tenant shall post with Landlord's attorney, as the escrow agent, pursuant to an escrow agreement agreed upon by Landlord, Tenant and the escrow agent, on or before the time such Monthly Fixed Rent would otherwise be due, an amount equal to the Monthly Fixed Rent as replacement security for the faithful performance of the terms and conditions of this lease by Tenant, which replacement security shall be held in escrow by said attorney to insure compliance by Landlord and Tenant with the provisions of this lease. For example, in the event there has been an assignment of this lease pursuant to subparagraph 15(f)(iv), and the assignee has provided Landlord with additional security which when added to the Security required in this Paragraph 40 shall equal two (2) years' Annual Fixed Rent, Tenant shall deposit not be obligated to pay the Monthly Fixed Rent for the last two (2) years of the Term of this lease, as the same may have been extended, provided Tenant deposits with Landlord Landlord's attorney as same becomes due and payable, a sum equal to twice the Total Monthly Fixed Rent applicable for each month during such two (2) year period. In the first year of event the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained held by Landlord pursuant to the provisions of this Paragraph 40 and any additional security deposited pursuant to subparagraph 15(f)(iv) is in the form of a Letter of Credit, Landlord agrees to deliver same in escrow to Landlord's attorney at such time as such Security and additional security for shall equal the payment by Tenant of the rents herein agreed Monthly Fixed Rent required to be paid by Tenant and to Landlord for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration balance of the Term of this Lease. lease, and Tenant shall thereafter continue to pay Landlord shall not be the Monthly Fixed Rent required to pay be paid by Tenant as and when such Monthly Fixed Rent becomes due and payable to Landlord. The aforesaid escrow agreement shall provide, inter alia, for the release of the replacement security by the escrow agent (whether in cash, or by drawing upon the Letter of Credit and delivering the proceeds therefrom) to Landlord upon the same terms and conditions as the Security would otherwise be permitted to be used, applied or retained by Landlord in accordance with this Paragraph 40. (j) To the extent the Security or any interest on said Security Deposit. Notwithstanding the above, portion thereof shall be in the event that Tenant's stockholders equity as reported by form of cash, and Tenant desires, any annual report or other public announcement or press releasetime during the Term hereof, declines below fifty million dollars ($50,000,000.00), then to provide a Letter of Credit in substitution for such eventcash, Tenant shall additionally pay agrees to provide Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three with at least (330) times Total Monthly Rental then in effectdays' prior notice of such proposed substitution, as set forth on Schedule "C", attached. Upon written request by and Landlord, Tenant upon receipt of said Letter of Credit shall have seven (7) days return said cash to make said paymentTenant.

Security. Concurrently with the Tenant shall, upon execution of this Leaselease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of FOUR HUNDRED FIFTY-TWO THOUSAND FOUR HUNDRED SIXTY-SIX AND 64/100 ($117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as 452,466.64) DOLLARS security for the payment faithful performance and observance by Tenant of the rents herein agreed to be paid by Tenant terms, provisions and for the faithful performance by Tenant of the terms and covenants conditions of this Lease. It lease; it is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, and fails to cure the same within any applicable grace and/or notice periods, then, Landlord does so may use, apply all or retain the whole or any part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the security so deposited to the then-extent required amount (within 10 days for the payment of being billed for same); that, any rent and additional rent or any other sum as to which tenant is in the event this Security Deposit shall not be utilized default or for any such purposes, then such Security Deposit shall be returned by sum which Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not may expend or may be required to pay expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the Demised Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains all or any portion of the Security (whether in cash or Letter of Credit) Tenant any interest shall immediately upon Landlord's demand restore the amount so applied so that Landlord has on said Security Depositdeposit the full amount of Security. Notwithstanding the above, in In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be promptly returned to Tenant's stockholders equity . In the event of a sale of the land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security and Tenant agrees to look to the new Landlord solely for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as reported security and that neither Landlord nor its successors or assigns shall be bound by any annual report such assignment, encumbrance, attempted assignment or other public announcement or press release, declines below fifty million dollars attempted encumbrance. The Security shall be deposited into an interest-bearing account with interest accruing to the benefit of Tenant annually minus the one ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient 1%) percent per annum administrative fee allowed by law to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request be retained by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice on or before the Total Monthly Rent applicable during the first year of the Lease, i.e., Commencement Date the sum of $117,970.78 3,000,000 (the "“Security Deposit"), which sum shall be retained by Landlord ”) in the form of a Letter of Credit (as further set forth in Section 7.2 below) as security for the payment by Tenant performance of the rents herein agreed to be paid by Tenant Tenant’s covenants and for the faithful performance by Tenant of the terms and covenants of obligations under this Lease. It is agreed that Landlord, at Landlord's option, may at Upon the occurrence of any time apply said sum or any part thereof toward the payment event of the rents and all other sums payable default by Tenant under this Lease, (after notice and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term applicable cure period), Landlord may notify the Issuing Bank (as defined in Section 7.2 below) and thereupon receive all or a portion of the Security Deposit represented by the Letter of Credit to the extent required to cure such event of default, and use, apply, or retain the whole or any part of such proceeds to the extent necessary to make good any arrears of rent and any other damage, injury, expense or liability caused by such event of default; and thereupon, Tenant shall pay unto Landlord on demand the amount so applied in order to restore the security deposit to its original amount. Upon the termination or expiration of this Lease. , Landlord shall not be required return to pay Tenant any remaining balance of such deposit within thirty (30) days. Upon a sale of the Building or the Project or any financing of Landlord’s interest on said Security Deposittherein, Landlord shall have the right to transfer the Letter of Credit, to the vendee or mortgagee. Notwithstanding With respect to the aboveLetter of Credit, within fifteen (15) business days after notice from Landlord of any such anticipated sale, leasing or financing, Tenant, at Landlord’s sole cost, shall arrange for the transfer of the Letter of Credit to the new landlord or mortgagee, as designated by Landlord in the event that Tenant's stockholders equity as reported by any annual report foregoing notice, or other public announcement to have the Letter of Credit reissued in the name of the new landlord or press release, declines below fifty million dollars ($50,000,000.00), then in mortgagee. To the extent actually provided to such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request new landlord or mortgagee by Landlord, Tenant shall have seven (7) days look solely to make said paymentthe new purchaser or mortgagee for the return of such Letter of Credit, and the provisions of this Section 7.1 shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant will not assign or encumber, or attempt to assign or encumber, the Letter of Credit, and neither Landlord nor its successors or assigns shall be bound by any such actual or attempted assignment or encumbrance.

Security. Concurrently 3.1 In consideration of, amongst other things, the execution by the Note Trustee and the Warrant Trustee of the Note Trust Deed and Warrant Trust Deed, respectively and as a continuing security for the full and punctual payment and discharge of all of the Secured Obligations, the Chargor as legal and beneficial owner hereby charges to the Security Trustee by way of a first fixed charge to the Security Trustee as trustee for the Secured Parties, all of the legal and beneficial right, title and interest in and to the Charged Property including all benefits, present and future, actual and contingent accruing in respect of the Charged Property. 3.2 The Chargor and the Issuer hereby irrevocably: (a) agrees to the creation of security by the Chargor over the Charged Property under or pursuant to this Share Mortgage; (b) waives any and all rights that it may otherwise have to object to, the creation of security by the Chargor over the Charged Property (or any part thereof) under or pursuant to this Share Mortgage, any enforcement of such security in accordance with the terms of this Share Mortgage and/or any transfer of all or any part of the Charged Property of the Chargor pursuant to the provisions of this Share Mortgage or any exercise by the Security Trustee of any of its rights, powers or remedies hereunder; and (c) waives any pre-emption rights and any other rights that it may otherwise have to require all or any part of the Charged Property to be transferred to it or to its order, by reason of or with respect to the creation of security by such Chargor over the Charged Property (or any part thereof) under or pursuant to this Share Mortgage, any enforcement of such security in accordance with the terms of this Share Mortgage and/or any transfer of all or any part of the Charged Property pursuant to the provisions of this Share Mortgage or any exercise by the Security Trustee of any of its rights, powers or remedies hereunder. 3.3 The Chargor hereby agrees that promptly upon execution of this Share Mortgage to deliver, or cause to be delivered, to the Security Trustee: (a) its corporate documents required to authorise the execution of this Lease, Tenant shall deposit with Landlord Share Mortgage; (b) a sum equal to twice the Total Monthly Rent applicable during the first year duly executed undated share transfer certificate in respect of the Lease, i.e.Shares in favour of the Security Trustee or its nominees in substantially the form set out in Schedule 1 to this Share Mortgage which by the shareholders letter of authority referred to in Clause 3.3(d) below the Security Trustee will be entitled to date following the occurrence of an Event of Default; (c) all share certificates (if any) representing the Shares and a certified copy of the register of members of the Issuer; (d) a duly executed and dated shareholders letter of authority in the form of Schedule 2 to this Share Mortgage and an irrevocable power of attorney in the form annexed thereto which in accordance with its terms shall be exercisable following the occurrence of an Event of Default; (e) an executed power of attorney made in respect of the Shares in favour of the Security Trustee in respect of all written resolutions of the Issuer in the form set out in Schedule 3 to this Share Mortgage; and (f) an undertaking from the Issuer to register transfers of the Shares to the Security Trustee or its nominee in substantially the form set out in Schedule 4 to this Share Mortgage. 3.4 The Chargor will procure that there shall be no increase or reduction in the authorised or issued share capital of the Issuer except as expressly permitted under the Notes, the sum Note Trust Deed, the Warrants and the Warrant Trust Deed. 3.5 The Chargor undertakes that it will deliver, or cause to be delivered, to the Security Trustee immediately upon (subject to Clause 3.4) the acquisition, accrual, offer or issue of $117,970.78 any further Shares, the items listed in Clauses 3.3 (the "Security Deposit"a), which sum (b), (c), (d), (e) and (f) in respect of all such further Shares to the extent that the number of Shares in the Charged Property shall be retained by Landlord as security for the payment by Tenant constitute 15 per cent of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant issued share capital of the terms and covenants Company. For the purposes of this Lease. It is agreed Clause 3.5 and Clause 3.13 only, the issued share capital of the Company shall not include any equity securities issued with respect to any issue of equity securities to a Strategic Investor (as defined in the Conditions of the Notes) and an Employee Share Option Scheme (as defined in the Conditions of the Notes). 3.6 The Chargor covenants that Landlord, at Landlord's option, may at it will remain the legal and beneficial owner of the Charged Property (subject only to the Security Interests hereby created) and that it will not: (a) create or suffer the creation of (i) any time apply said sum Security Interests (other than those created by this Share Mortgage) on or in respect of the whole of any part of the Charged Property or any of its interest therein; or (ii) any restriction on the ability to transfer or realise all or any part thereof toward the payment of the rents Charged Property (except, for the avoidance of doubt, any dividend, interest or other money that has been released from the charge hereunder pursuant to Clause 4.1(b) other than restrictions set forth in any Issue Documents; or (b) sell, assign, lend, dispose of, transfer or otherwise deal with any of its interest in the Charged Property in any such case, without the prior consent in writing of the Security Trustee. 3.7 Without prejudice to Clause 3.6, the Chargor shall: (a) ensure that at all times the Charged Property is free from any restriction on transfer and that it shall procure that Memorandum and Articles of Association of the Issuer will not contain any restrictions on transfer which may restrict the ability of the Security Trustee or any of its nominees to transfer or realise all or any part of the Charged Property or restrict a transfer of all or any part of the Charged Property to the Security Trustee or any of its nominees or purchasers; and (b) ensure that no restrictions exist in relation to the voting rights associated with any of the Charged Property, in each case, other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant than restrictions set forth in any Issue Documents. 3.8 The Chargor shall remain liable for any amounts that such sum to perform all the obligations assumed by it in relation to the Charged Property and the Security Trustee shall be insufficient to pay; that Landlord may exhaust under no obligation of any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require kind whatsoever in respect thereof or be deemed to require Landlord so to do; that under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect thereof. 3.9 The Chargor shall obtain, comply with the terms of and do all that Landlord does so apply is necessary to maintain in full force and effect all authorisations required in or part by the laws of said Security Depositits jurisdiction of incorporation and/or the Cayman Islands to enable it lawfully to enter into and perform its obligations under this Share Mortgage and/or to ensure the legality, then Tenant validity, enforceability or admissibility in evidence in its jurisdiction of incorporation and/or the Cayman Islands of this Share Mortgage. 3.10 The Chargor shall pay Landlord a sum sufficient ensure that at all times this Share Mortgage (and the claims of the Transaction Finance Parties against it hereunder) shall have the priority which this Share Mortgage is expressed to restore have. 3.11 For as long as any Note remains outstanding and prior to an IPO, the Chargor agrees that no amendment or variation shall be made to the then-required amount (within 10 days Memorandum and Articles of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration Association of the Term Issuer without the prior written consent of the Note Trustee (acting on the instructions of the Noteholders) if such amendments, repeals or alterations adversely affect the Charged Property or the rights of the Noteholders as holders of the Notes or as shareholders (assuming that the Notes are converted). 3.12 Subject to Clauses 5.2 and 5.3, upon: (a)(i) all Secured Obligations having been irrevocably discharged in full, (ii) all amounts which may be or become payable by the Chargor under or in connection with the Issue Documents have been irrevocably paid in full and (iii) no Transaction Finance Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to the Chargor under any Issue Document; or (b) the occurrence of the events set out in Condition 4.1.3 of the Notes, the Security Trustee shall, at the request (with reasonable notice in writing) and cost of the Chargor, release and cancel the security constituted by this Lease. Landlord shall not be required to pay Tenant Share Mortgage, without recourse to, or any interest on said representation or warranty by, the Security Deposit. Notwithstanding the above, in Trustee or any of its nominees. 3.13 In the event that Tenant's stockholders equity no IPO has occurred and there are no Notes outstanding, for as reported by long as any annual report or other public announcement or press release, declines below fifty million dollars Warrant remains unexercised ($50,000,000.00as defined in Conditions of the Warrants), then the Security Trustee shall, at the request (with reasonable notice in such eventwriting) and cost of the Chargor partially release the security constituted by this Share Mortgage (the “Partial Release”), Tenant without recourse to, or any representation or warranty by, the Security Trustee or any of its nominees, to the extent that the number of Shares in the Charged Property is reduced and shall additionally pay Landlord an additional sum constitute 3.00 per cent. of the issued share capital of the Issuer (as additional security deposit in an amount sufficient determined by the Auditor and notified to raise the total Security Deposit Trustee). The Issuer shall ensure that the Auditor’s notice shall set out the number of Shares that are to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentbe released under the Partial Release.

Security. Concurrently Concurrent with the its execution of this Lease, Tenant shall deposit is depositing with Landlord the sum of $287,000.00 by check for the Initial Premises, subject to collection, as the security deposit under this Lease (the “Security”). Landlord shall retain such amount as security for the faithful performance of all of the terms, covenants, and conditions of this Lease. Landlord shall in no event be obligated to apply the Security to Rent in arrears or damages for Tenant’s default, although Landlord may so apply the Security, at its option. Landlord’s right to bring a sum equal special proceeding to twice recover or otherwise obtain possession of the Total Monthly Leased Premises for non-payment of Rent applicable during or for any other reason shall not in any event be affected by reason of the first year fact that Landlord holds the Security. The Security, if not applied toward the payment of Rent in arrears or toward the payment of damages suffered by Landlord by reason of Tenant’s default, shall be returned to Tenant without interest within thirty (30) days of the expiration of the Lease, i.e.or when this Lease is terminated, but in no event shall the sum of $117,970.78 (Security be returned until Tenant has vacated the "Security Deposit"), which sum shall be retained by Leased Premises and delivered possession thereof to Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of in accordance with the terms and covenants provisions of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum which shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord verified by a sum sufficient to restore the to the thenwalk-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned through by Landlord to Tenant within ten (10) days next after the Leased Premises has been vacated to confirm that the Leased Premises are in the condition required to be at the expiration or termination of the Term Term. If Landlord repossesses the Leased Premises, because of this LeaseTenant’s default, Landlord may apply the Security to damages suffered to the date of such repossession and may apply the Security to such damages as may be suffered or shall accrue thereafter by reason of Tenant’s default. Except as otherwise required by the Laws, Landlord shall not be required obligated to pay Tenant any interest on said keep the Security Depositas a separate fund and may commingle the Security with its own funds. Notwithstanding If Landlord applies the above, Security in the event that whole or in part against damages incurred by reason of Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event’s default, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effectshall, as set forth on Schedule "C", attached. Upon written request upon demand by Landlord, deposit sufficient funds to replenish the Security to the original amount required hereunder. Failure of Tenant to deposit such additional security within 30 days of Landlord’s demand therefore shall have seven (7) days entitle Landlord to make said paymentavail itself of the remedies provided in this Lease for nonpayment of Rent by Tenant.

Security. Concurrently with The Borrower hereby pledges and grants to the execution of this LeaseBank a first priority lien on and security interest, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of amounts due under the Loan Agreement and the 2020 Note and any Parity Debt, in and to all of its rights, title and interest, if any, whether now existing or hereafter arising, in (a) the Pledged Revenue Fund, the Loan Payment Fund and the Mandatory Prepayment Fund and (b) all cash and investment securities on deposit therein. The creation, perfection, enforcement and priority of the rents pledge of revenues to secure and pay the Loan provided herein agreed shall be as described by the 2020 Loan Agreement. The Custodian hereby agrees that it will treat all property held by it in any fund or account hereunder as financial assets under Article 8 of the Uniform Commercial Code of the State of Colorado. The Custodian agrees to be paid treat the Bank as entitled to exercise all securities entitlements with respect to the financial assets credited to the Pledged Revenue Fund, the Loan Payment Fund and the Mandatory Prepayment Fund and agrees that it shall at all times in the ordinary course of its business maintain securities accounts for others and act in that capacity as a custodian for others within the meaning of Article 8 of the Uniform Commercial Code of the State of Colorado. The Custodian hereby agrees that with respect to any uncertificated securities on deposit in the Pledged Revenue Fund, the Loan Payment Fund and the Mandatory Prepayment Fund, it will comply with entitlement orders originated by Tenant the Bank, without further consent by the Borrower. The Bank hereby agrees that it will give entitlement orders with respect to any uncertificated securities on deposit in the Pledged Revenue Fund, the Loan Payment Fund and the Mandatory Prepayment Fund to the Custodian only in compliance with the provisions of this Agreement. Without limiting the foregoing, the Bank is hereby authorized to file one or more financing statements (including fixture filings), continuation statements or other documents for the faithful performance by Tenant purpose of perfecting, confirming, continuing, enforcing or protecting the lien and security interests granted herein or to otherwise enable the Bank to enforce its rights hereunder, without the signature of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this LeaseBorrower, and towards naming the performance of each Borrower as a debtor and every of Tenant's covenants under this Leasethe Bank as secured party. The Custodian agrees not to enter into any agreements with respect to the Pledged Revenue Fund, but such covenants the Loan Payment Fund and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for the Mandatory Prepayment Fund containing provisions substantially similar to the provisions contained herein with any amounts that such sum shall be insufficient secured creditor other than the Bank. The Custodian further agrees not to pay; that Landlord may exhaust any take a lien on or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that a security interest in the event that Landlord does so apply all or part of said Security DepositPledged Revenue Fund, then Tenant shall pay Landlord a sum sufficient the Loan Payment Fund and the Mandatory Prepayment Fund except for its rights to restore the to the then-required amount receive payments as described in Section 3(c) (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10i) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymenthereof.

Security. Concurrently Lessee has deposited with Lessor the execution sum of Three Thousand Three Hundred Sixty Eight Dollars and 65/100 Cents ($3,368.65) as security for the faithful performance and observance by Lessee of the terms, provisions and conditions of this Lease; it is agreed that in the event Lessee defaults in respect of any of the terms, provisions and conditions of this Lease, Tenant shall deposit with Landlord a sum equal to twice including, but not limited to, the Total Monthly payment of Basic Rent applicable during and Additional Rent, Lessor may use, apply or retain the first year whole or any part of the Lease, i.e., security so deposited to the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security extent required for the payment by Tenant of the rents herein agreed to be paid by Tenant any Basic Rent and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum Additional Rent or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient as to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that which Lessee is in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after default beyond the expiration of the Term applicable cure period or for any sum which Lessor may expend or may be required to expend by reason of Lessee's default beyond the expiration of the applicable cure period in respect of any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damages or deficiencies accrued before or after summary proceedings or other re-entry by Lessor. Landlord shall not In no event may security be required used by the Lessee as a credit or right of offset to its obligation to pay Tenant rent. Within fifteen (15) days after written notice to Lessee that any interest on said Security Depositportion of the security deposit has been used or applied as provided herein, Lessee shall replace the same with Lessor. Notwithstanding Lessor shall have the above, in same remedies for failure to replace the security deposit as Lessor has for failure to pay Basic rent. In the event that Tenant's stockholders equity Lessee shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Lessee, within thirty (30) days, after the date fixed as reported the end of the Lease and after delivery of entire possession of the Demised Premises to Lessor. In the event of a sale of the land and building or leasing of the building, of which the Demised Premises form a part, Lessor shall transfer the security to the vendee or lessee and the Lessor shall upon acknowledgment of receipt of the security deposit by such transferee be deemed released by Lessee from all liability for the return of such security, and Lessee agrees to look solely to the new Lessor for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Lessor. Lessee further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Lessor nor its successors or assigns shall be bound by any annual report such assignment, encumbrance, attempted assignment or other public announcement or press releaseattempted encumbrance. Lessor's security shall be held in a short-term interest bearing account, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant the interest earned thereon shall additionally pay Landlord an additional sum be accrued and shall be held by the Lessor as additional security hereunder. At the end of the Term, interest on the security deposit in shall be earned for the benefit of the Lessee. Lessor shall, however, be entitled to deduct on an annual basis that portion of the interest permitted by law to be retained by Lessor provided that the amount sufficient to raise so deducted does not exceed one (1%) percent of the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentsecurity.

Security. Concurrently The Tenant has this day deposited with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., and last month's rent in the sum of $117,970.78 (the "Security Deposit")9,817.98, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant full, and for the faithful performance by Tenant of all of the terms terms, covenants and covenants conditions of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of lease upon Tenant's covenants under this Leasepart to be performed, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such which said sum shall be insufficient returned to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in after the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after time fixed as the expiration of the Term term hereof, provided that Tenant has fully and faithfully carried out all of this Leasesaid terms, covenants and conditions on Tenant's part to be performed. Landlord shall have the right, but not obligation to apply any part of said deposit to cure any default of Tenant; and, if Landlord does so, Tenant shall, upon demand, deposit with Landlord the amount so applied, so that Landlord shall have the full deposit on hand at all times during the term of this lease. In the event of a sale of the building or lease of the land on which it stands, subject to this lease, Landlord shall have the right to transfer the security to the vendee or lessee, and, Landlord shall be considered released by Tenant from all liability for the return of such security and Tenant shall look to the new Landlord solely for the return of said security, and it is agreed that this shall apply to every transfer or assignment made of the security to a new Landlord. The security deposited under this lease shall not be required mortgaged, assigned or encumbered by Tenant without the written consent of Landlord, an any attempt to pay do so shall be void. One half of the security deposit will be considered last months rent. This will be used as the last months rent only if tenant is in good standing, and not in default of the lease agreement. The tenant will be responsible for the deficit of the rental amount due to cost of living adjustments. If Tenant any interest on said Security Deposit. Notwithstanding the above, shall lease from Landlord additional space in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such eventbuilding, Tenant shall additionally pay Landlord an additional sum as additional security deposit to landlord in an the amount sufficient to raise of first and last month's rent for the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentadditional space.

Security. Concurrently with To secure all of the Lessee’s obligations under this Agreement, including and without derogating from any of the Lessee’s other obligations, timely vacating the Premises, the payment for any damage that is caused to the Premises, the payment of Rent and the payments that are imposed upon the Lessee under this Agreement, the following provisions shall apply: The Lessee hereby delivers to the Lessor upon this Agreement’s execution of this Lease, Tenant shall deposit with Landlord a sum an unconditional bank guarantee linked to the dollar in an amount equal to twice six months of Rent, which may be realized at any time and which shall remain in effect for the Total Monthly Rent applicable entire Lease Period and for two additional months (hereinafter, the “Security”). The Lessor shall be entitled at any time to extend the expiration of the bank guarantee in order that it shall be in effect during the first year entire Lease Period and/or the Option Periods if they are exercised (plus two additional months). The Lessor shall realize the aforesaid Security and/or any part thereof in its sole discretion based upon the value of any breach and/or damage if the LeaseLessee does not fulfill its undertakings under this Agreement, i.e.including if the Lessee does not timely vacate the Premises and/or does not make any Rent payment or payment that is imposed upon it by law and under the Agreement, and if it does not pay for damages that were caused to the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this LeasePremises. It is agreed hereby clarified that Landlord, at Landlord's option, may at any time apply realizing the said sum Security or any part thereof toward by the payment Lessor shall not grant the Lessee any rights in the Premises and such an act shall not constitute a waiver or conditioning of any of the rents and all other sums payable by Tenant Lessor’s rights and/or the Lessee’s obligations under this LeaseAgreement’s provisions and/or by law. For the avoidance of doubt, it is agreed that for efficiency’s sake only, the Security shall be granted for the benefit of Niber Promotions and Investments Ltd., that is Lessor number 1, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum it shall be insufficient entitled to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in realize upon it even if the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore Lessee breaches the Agreement with respect to the then-required amount (within 10 days other Lessors. For the avoidance of being billed for same); thatdoubt, it is hereby clarified that the delivery of possession is conditioned upon the timely delivery of the bank guarantee as stated above and upon the arranging of insurance as detailed in the event this Section 8d above. The Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant the Lessee within ten (10) thirty days next after the expiration Premises is vacated at the end of the Term Lease Period, provided that the Lessee fulfilled all of its obligations under this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentAgreement.

Security. Concurrently with A. Upon the execution of this LeaseSublease and receipt of the consent of the Overlandlord to this Sublease as provided in Section 32 of this Sublease, Tenant Subtenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., Sublandlord the sum of $117,970.78 22,222.50 (the "“Security Deposit"Deposit Amount”), which sum shall be retained by Landlord as security for the payment faithful performance and observance by Tenant Subtenant of all of the rents herein agreed covenants, agreements, terms, provisions and conditions of this Sublease. Subtenant agrees that, if Subtenant shall default with respect to any of the covenants, agreements, terms, provisions and conditions that shall be paid the obligation of Subtenant to observe, perform or keep under the terms of this Sublease, including the payment of the Fixed Rent and Additional Charges, Sublandlord may use, apply or retain the whole or any part of the security being held by Tenant and Sublandlord (the “Security”) to the extent required for the faithful performance payment of any Fixed Rent and Additional Charges, or any other payments as to which Subtenant shall be in default or for any monies which Sublandlord may expend or may be required to expend by Tenant reason of Subtenant’s default in respect of any of the terms covenants, agreements, terms, provisions and covenants conditions of this LeaseSublease, including any damages or deficiency in the reletting of the Sublease Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Sublandlord. It is agreed that LandlordSublandlord shall not be required to so use, at Landlord's optionapply or retain the whole or any part of the Security so deposited, may at any time apply said sum but if the whole or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient so used, applied or retained, then Subtenant shall immediately deposit with Sublandlord an amount in cash equal to pay; the amount so used, applied or retained, so that Landlord may exhaust any or Sublandlord shall have the entire Security on hand at all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in times during the Term. In the event that Landlord does so apply Subtenant shall fully and faithfully comply with all or part of said the terms, provisions, covenants, agreements and conditions of this Sublease, the Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant Subtenant within ten (10) days next after the expiration Expiration Date and delivery of exclusive possession of the Term Sublease Premises to Sublandlord. In the event of any making or assignment of any ground or underlying lease or upon an assignment of Sublandlord’s interest in this LeaseSublease: (i) Sublandlord shall have the right to transfer the Security to the assignee or lessee or transferee, and (ii) upon acknowledgment by such assignee or lessee or transferee of receipt of the Security, (x) Sublandlord shall thereupon be released by Subtenant from all liability for the return of such Security, and (y) Subtenant agrees to look solely to Sublandlord’s successor for the return of said Security; it being agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new Sublandlord. Landlord Subtenant further covenants that Subtenant will not assign or encumber or attempt to assign or encumber the monies deposited herein as Security, and that neither Sublandlord nor Sublandlord’s successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. B. Sublandlord agrees to place the Security in a separate interest-bearing account in a bank that is a member of the New York Clearinghouse Association, and, unless disbursed or applied by Sublandlord as provided in Subparagraph 27A above, the interest earned thereon (less an amount equal to the lesser of (i) the interest earned thereon and (ii) one (1%) percent of the Security, which may be retained by Sublandlord each year as compensation for management and administration of said account) shall, in Sublandlord’s discretion: (i) be added to the Security Deposit Amount as additional security, and shall be held and/or disbursed in accordance with the provisions of said Subparagraph 27A, or (ii) be disbursed annually to Subtenant within sixty (60) days following Sublandlord’s receipt of a written request therefor from Subtenant, but only if Subtenant shall not be required in default with respect to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentof Subtenant’s obligations under this Sublease.

Security. Concurrently Tenant shall keep on deposit with Landlord at all times during the execution Term of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord Deposit as security for the payment by Tenant of the rents herein agreed to be paid by Tenant Base Rent and any other sums due under this Lease and for the faithful performance by Tenant of all the terms terms, conditions and covenants of this Lease. It is agreed that LandlordIf, at Landlord's option, may at any time apply said sum during the Term of this Lease Tenant shall be in default in the performance of any provision of this Lease, Landlord may, but shall not be required to, use the Security Deposit or so much thereof as necessary, in payment of any Base Rent or any part thereof toward the other sums due under this Lease in default, in reimbursement of any expense incurred by Landlord or in payment of the rents and all damages incurred by Landlord by reason of Tenant’s default. In such event, Tenant shall, on written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore the Security Deposit to its original amount. In the event the Security Deposit has not been utilized as described above, the Security Deposit, or as much thereof as has not been utilized for such purposes, shall be refunded to Tenant, with interest, within sixty (60) days of the end of the Term, upon full performance of this Lease by Tenant. Landlord shall have the right to commingle the Security Deposit with other sums payable by funds of Landlord; however, Landlord shall quarterly pay Tenant under this Leaseinterest on the average daily principal balance of the Security Deposit at an annual rate of eight percent (8%). Landlord shall deliver the Security Deposit (plus any accrued interest) to the purchaser of Landlord’s interest in the Premises in the event such interest be sold, and towards the performance of each and every of Tenant's covenants under this Leasethereupon, but such covenants and Tenant's liability under this Lease Landlord shall thereby be discharged only pro tanto; that from further liability with respect to the Security Deposit. Notwithstanding the above provisions of this Section 28, if claims of Landlord exceed the Security Deposit, Tenant shall remain liable for any amounts the balance of such claims. Tenant shall not assign or encumber or attempt to assign or encumber the Security Deposit provided for herein except that Tenant may assign such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that deposit in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days permitted assignment of being billed for same); that, Tenant’s entire interest in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently (a) This Agreement is for the benefit of the Collateral Agent and the Secured Parties to secure (i) the prompt and complete payment and performance when due by the OPNY Borrower of all of the OPNY Obligations, including all amounts payable or to become payable to the OPNY Secured Parties by the OPNY Borrower under the OPNY Financing Documents when and as the same shall become due and payable (whether by acceleration or otherwise) in accordance with the execution terms thereof, (ii) the prompt and complete payment and performance when due by the OPMW Borrower of this Leaseall OPMW Obligations, Tenant including all amounts payable or to become payable to the OPMW Secured Parties by the OPMW Borrower under the OPMW Financing Documents when and as the same shall deposit become due and payable (whether by acceleration or otherwise) in accordance with Landlord a sum equal to twice the Total Monthly Rent applicable during terms thereof, (iii) the first year prompt and complete payment and performance when due of all other obligations of any OPNY Operating Subsidiary under any of the LeaseOPNY Financing Documents, i.e.(iv) the prompt and complete payment and performance when due of all other obligations of the OPMW Operating Subsidiary under any of the OPMW Financing Documents, (v) the prompt and complete payment and performance when due of all other obligations of the OPNY Companies, the sum OPMW Companies and Holdco under any OPNY Financing Document or OPMW Financing Document to which any of $117,970.78 the OPNY Companies, the OPMW Companies or Holdco is a party, and (vi) the due performance and compliance by Pledgor with the terms hereof, each other OPNY Financing Document and each of the OPMW Financing Documents to which it is a party (collectively, the "Security DepositSecured Obligations"), which sum shall be retained by Landlord as security for . Without limiting the payment by Tenant generality of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of foregoing, this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward Agreement secures the payment of all amounts which constitute part of the rents Secured Obligations and all other sums payable would be owed to the Secured Parties by Tenant under this Leaseany of Holdco, the OPNY Companies, the OPMW Companies, the OPNY Borrower, each OPNY Operating Subsidiary, the OPMW Borrower and towards the performance of each and every of Tenant's covenants under this LeaseOPMW Operating Subsidiary (collectively, the "Transaction Parties") but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts the fact that such sum shall be insufficient to pay; that Landlord may exhaust any Secured Obligations are unenforceable or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the not allowable due to the then-required amount existence of a bankruptcy, reorganization or similar proceeding involving any Transaction Party. (within 10 days of being billed for same); thatb) Pledgor understands, in agrees and confirms that the event Collateral Agent may enforce this Security Deposit shall not be utilized for Agreement against it without proceeding against any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term Transaction Parties or against any other credit or security for payment of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentSecured Obligations.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord 80,000.00 as security for the payment faithful performance and observance by Tenant of the rents herein terms, provisions and conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord expended by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re- entry by Landlord. In the event that Tenant shall fully and faithfully comply with all the terms, provisions, covenants and conditions of this Lease, the security with the interest thereon, if any, to which the Tenant is entitled shall be paid returned to Tenant promptly after the date fixed as the end of the Lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of a sale of the land and building or leasing of the building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant and from all liability for the faithful performance by return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the terms security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and covenants that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. For purposes of recording security, Tenant's I.D. number is . In the event Tenant is not in default of this Lease beyond any applicable cure period, Landlord shall apply $40,000.00 of the security towards Tenant's rental payment due for the 13th month of this Lease. It Thereafter, if Tenant is agreed that Landlordnot in default of this Lease beyond any applicable cure period, at LandlordLandlord shall apply the remaining $40,000.00 towards Tenant's option, may at any time apply said sum or any part thereof toward rental payment due for the payment 25th month of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then . Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, difference in the event this Security Deposit shall not be utilized rental payment due for any the 13th and 25th month(s) at the time such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentpayments become due hereunder.

Security. Concurrently 41.01 (a) Tenant has deposited with Landlord the execution sum of $85,737.67 as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease, it is agreed that in the event Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease including, but not limited to, the payment of fixed annual rent and additional rent, Landlord may use, apply or retail the whole or any part of the security so deposited to the extent required for the payment of any fixed annual rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant promptly after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, of which the demised premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be $85,737.67. (i) Notwithstanding the foregoing, in lieu of cash security deposit with provided for in subsection (a) hereof Tenant has delivered to Landlord a sum equal to twice the Total Monthly Rent applicable and, shall maintain in effect at all times during the first year term hereof, an irrevocable letter of credit, in the form of Schedule H hereto in the amount of the security required pursuant to this Lease issued by a banking corporation reasonably satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the City and State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given not less than 45 days prior to the expiration thereof. Except as otherwise provided herein, Tenant shall, throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a “Security Letter”) no later than 30 days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be not less than one year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in its subsection (b)(i), Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder until provided with a Security Letter that complies with the provisions of this Section 41.01(b). (ii) In the event Tenant defaults in respect to any of the terms, provisions, covenants and conditions of this Lease, i.e.including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of $117,970.78 Tenant’s default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Security Letter in the major, for the purpose, and to the extent provided in this Article 41, each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the issuing bank without accompanying memoranda on statement of beneficiary. (iii) In the "event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of the Lease and Landlord utilizes all or any part of the security represented by the Security Deposit"Letter but does not terminate this Lease as provided in Article 16 hereof, Landlord may, in addition to exercising its rights as provided in subsection (b)(ii), which sum shall be retained by Landlord retain the unapplied and unused balance of the principal amount of the Security Letter as security for the payment faithful performance and observance by Tenant thereafter of the rents herein agreed terms, provisions, and conditions of this Lease, and may use, apply, or retain the whole or any part of said balance to the extent required for payment of rent, additional rent, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or be paid required to expend by Tenant and for the faithful performance by Tenant reason of Tenant’s default in respect of any of the terms terms, covenants, and covenants conditions of this Lease. It In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall not be less than the security required by Section 41.01. (iv) In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant promptly after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, Landlord shall (subject to the provisions of the final sentence of this subsection (b)(iv)) have the right to transfer any interest it may have in the Security Letter to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Letter, provided such vendee or lessee assumes any responsibilities of Landlord with respect to such Security Letter, and Tenant agrees to look solely to the new landlord for the return of said Security letter; and it is agreed that Landlord, at Landlord's option, may at any time the provisions hereof shall apply said sum to every transfer or any part thereof toward the payment assignment made of the rents Security Letter to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and all other sums payable that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event of a sale or leasing of the Building Landlord shall have the right to require Tenant under this Leaseto deliver a replacement Security Letter naming new landlord as beneficiary and, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that if Tenant shall remain liable for any amounts that such sum shall be insufficient fail to pay; that Landlord may exhaust any or all rights timely deliver the same, to draw down the existing Security Letter and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in retain the event that Landlord does so apply all or part of said proceeds as security hereunder until a replacement Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentLetter is delivered.

Security. Concurrently 35.1 Tenant shall deposit with Landlord the sum of $135,416.66 upon the execution of this Lease, Tenant shall . Said deposit with Landlord a sum equal (sometimes referred to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (as the "Security Deposit"), which sum ) shall be retained held by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of all the terms of the Lease by said Tenant to be observed and covenants performed. The Security Deposit shall not and may not be mortgaged, assigned, transferred, or encumbered by Tenant without the written consent of this Lease. It is agreed that Landlord, at and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord's option, may at . If any time apply said sum of the fixed or additional rent herein reserved or any part other sum payable by Tenant to Landlord shall be overdue and unpaid, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail to perform any of the terms, covenants, and conditions of the Lease, then Landlord may, at its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply the entire Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of fixed or additional rent and any loss or damage sustained by Landlord due to such breach on the rents part of Tenant, plus expenses; and Tenant shall forthwith upon demand restore the Security Deposit to the original sum deposited. The issuance of a warrant and/or the re-entering of the Demised Premises by Landlord for any default on the part of Tenant or for any other reason prior to the expiration of the term shall not be deemed such a termination of the Lease as to entitle Tenant to the recovery of the Security Deposit. If Tenant complies with all of the terms, covenants, and conditions of the Lease and pays all of the fixed and additional rent and all other sums payable by Tenant under this Leaseto Landlord as they fall due, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be promptly returned by Landlord in full to Tenant within ten (10) days next after the expiration of the Term term of this Leasethe Lease and Tenant's satisfaction of all its obligations accruing prior to the Lease expiration date. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in In the event that Tenant's stockholders equity as reported by any annual report of bankruptcy or other public announcement or press releasecreditor-debtor proceedings against Tenant, declines below fifty million dollars ($50,000,000.00)the Security Deposit and all other securities shall be deemed to be applied first to the payment of fixed and additional rent and other charges due Landlord for all periods prior to the filing of such proceedings. In the event of sale by Landlord of the Building, Landlord may deliver the then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise balance of the total Security Deposit to the transferee of Landlord's interest in the Demised Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit and this provision shall also apply to any subsequent transferees. No holder of a sum equal superior mortgage to three (3) times Total Monthly Rental then which the Lease is subordinate shall be responsible in effectconnection with the Security Deposit, as set forth on Schedule "C"by way of credit or payment of any fixed or additional rent, attached. Upon written request by Landlordor otherwise, Tenant unless such mortgagee actually shall have seven (7) days to make said paymentreceived the entire Security Deposit.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as 4.1 As continuing collateral security for the payment by Tenant of all advances made under the Loan and interest and all other moneys payable pursuant to this agreement, the Borrower shall execute and deliver to the Lender the promissory note attached hereto as Exhibit B (the "Note") and hereby delivers, sets over, transfers, pledges, grants a security interest in and assigns to the Lender all of its right, title and interest in and to all of the rents herein agreed issued and outstanding shares of stock of any class of GBEM (the "Stock") owned by the Borrower on the date hereof (certificates therefor, accompanied by stock powers duly executed in blank by the Borrower, having been delivered to the Lender), and any proceeds thereof, to be paid held by Tenant the Lender upon the terms and for conditions set forth in this agreement. If the faithful performance Borrower shall acquire (by Tenant purchase, stock dividend or otherwise) any other or additional Stock at any time or from time to time after the date hereof, the Borrower will forthwith pledge and deposit the same with the Lender hereunder and deliver to the Lender certificates therefor, accompanied by stock powers duly executed in blank by the Borrower. All Stock at any time pledged or required to be pledged hereunder is hereinafter called the "Pledged Stock", and the Pledged Stock, together with all other securities and moneys received and at the time held by the Lender hereunder, is hereinafter called the "Collateral". 4.2 Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to vote its shares of the Pledged Stock and to give consents, waivers, and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would violate or not comply with any of the terms and covenants provisions of this Leaseagreement. It is agreed that LandlordAll such rights of the Borrower to vote and to give consents, at Landlord's optionwaivers and ratifications shall cease in case an Event of Default shall occur and be continuing. If there shall have occurred an Event of Default, the Borrower hereby grants to the Lender an irrevocable proxy coupled with an interest for the Pledged Stock pursuant to which proxy the Lender shall be entitled to vote or consent in its discretion and in such event the Borrower agrees to deliver to the Lender such further evidence of such proxy as the Lender may at request. 4.3 All cash dividends payable in respect of the Pledged Stock shall be paid to the Lender and retained by it as part of the Collateral. The Lender shall also be entitled to receive directly, and to retain as part of the Collateral: (a) other or additional stock or securities or property paid or distributed by way of dividend in respect of the Pledged Stock; (b) all other or additional stock or any time apply said other securities or property (including cash) paid or distributed in respect of the Pledged Stock by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement; and (c) all other or additional stock or other securities or property (including cash) which may be paid or distributed in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization. The Borrower will not permit or approve of the issuance of any additional shares of stock of any class of GBEM, or the declaration, order or setting apart of any sum or any part thereof toward property or assets by GBEM for any dividend on account of any shares of stock of any class of GBEM, now or hereafter outstanding. 4.4 In case an Event of Default shall have occurred and be continuing, the payment Lender shall be entitled to exercise all of the rents rights, powers and all other sums payable remedies (whether vested in it by Tenant this agreement or by law or otherwise including, without limitation, those of a secured party under this Leasethe Uniform Commercial Code) for the protection and enforcement of its rights in respect of the Collateral, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum Lender shall be insufficient entitled, without limitation: (a) to pay; that Landlord may exhaust any or receive all rights amounts payable in respect of the Collateral otherwise payable under Section 4.3 to the Borrower; (b) to transfer and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply register all or any part of said Security Depositthe Pledged Stock into the Lender's name or the name of its nominee or nominees; (c) to vote all or any part the Pledged Stock (whether or not transferred or registered into the name of the Lender) and give all consents, then Tenant shall pay Landlord a sum sufficient to restore the waivers and ratifications in respect thereof and otherwise act with respect to the then-required amount Collateral as through it were the outright owner thereof pursuant to the proxy granted heretofore in Section 4.2 hereof; and (within 10 days d) to sell, upon no less than ten (10) days' prior notice to the Borrower of being billed for same); thatthe time and place of any public sale, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord or up to Tenant within ten (10) days next after prior notice to the expiration Borrower of the Term date after which a private sale may be consummated (which notice the Borrower agrees is reasonable) and without liability for any diminution in price which may have occurred, all of this Leasethe Pledged Stock in such manner, whether at any broker's board, public or private sale, and whether in one lot as an entirety, or in separate portions, and for such price and other terms and conditions as the Lender may determine in its absolute discretion. Landlord At any sale, the Lender shall be free to purchase all or any part of the Pledged Stock unless prohibited by applicable law. Upon any sale or other disposition, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold or disposed of. Each purchaser at any such sale or other disposition (including the Lender) shall hold the Pledged Stock free from any claim or right of whatever kind, including any equity or right of redemption of the Borrower. The Borrower specifically waives all rights of redemption, stay or appraisal which it had or may have under any rule of law or statute now existing or hereafter adopted. The Lender shall not be required obligated to make any sale or other disposition, unless the terms thereof shall be satisfactory to it. The Lender may, without notice or publication, adjourn any private or public sale, and upon ten (10) days' prior notice to the Borrower, may hold such sale at any time or place to which the same may be so adjourned. In case of any sale of all the Pledged Stock, on credit for future delivery, the pledged stock so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall incur no liability in case of the failure of such purchaser to take up and pay Tenant any interest on said Security Deposit. Notwithstanding for the abovePledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold as hereinabove provided. The Borrower recognizes that the event Lender may be unable to effect a public sale of all or a part of the Pledged Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities law, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Stock for their own account, for investment and not with a view to the distribution or resale thereof. The Borrower agrees that Tenantprivate sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Stock were sold at public sale, and that the Lender has no obligation to delay the sale of any Pledged Stock for the period of time necessary to permit the registration of the Pledged Stock for public sale under any securities law. The Borrower agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Stock, or any partial sale or other disposition of the Pledged Stock, the Borrower will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same. 4.5 Each right, power and remedy of the Lender provided for in this agreement or in the Note now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Lender of any one or more of the rights, powers or remedies provided for in this agreement or in the Note or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Lender of all such other rights, powers or remedies, and no failure or delay on the part of the Lender to exercise any such right, power or remedy shall operate as a waiver thereof. 4.6 All moneys collected upon any sale or sales of the Collateral hereunder, together with all other moneys received by the Lender hereunder, shall be applied to the payment of all costs and expenses incurred or paid by the Lender in connection with any sale, transfer or delivery of the Collateral or the collection of any such moneys (including without limitation, reasonable attorney's stockholders equity fees and expenses), and the balance of such moneys shall be held by the Lender and applied by it at any time or from time to time to the payment of the Loan and interest and all other moneys payable pursuant to the agreement in such order and manner as reported the Lender in its sole discretion may determine. 4.7 The obligations of the Borrower under this agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated, lessened or otherwise affected by any annual report circumstance or occurrence whatsoever, including, without limitation: (a) any renewal, extension, substitution, amendment or modification of or addition or supplement to or deletion from the Note or this agreement or any assignment or transfer of any thereof; (b) any waiver, consent, extension, indulgence or other public announcement action or press releaseinaction under or in respect of the Note or this agreement, declines below fifty million dollars or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of the Note or this agreement; ($50,000,000.00)c) any furnishing of any additional collateral or security to the Lender or its assignee or any acceptance thereof or any release of any collateral or security in whole or in part by the Lender or its assignee under this agreement or otherwise; (d) any limitation on any party's liability or obligations under the Note or under this agreement or any invalidity or unenforceability, then in whole or in part, of any such eventinstrument or any term thereof; (e) any bankruptcy, Tenant shall additionally pay Landlord an additional sum as additional security deposit insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower, or any action taken with respect to this agreement or the Note by any trustee or receiver, or by any court, in an amount sufficient to raise any such proceeding; or (f) any other circumstances; whether or nor the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant Borrower shall have seven (7) days notice or knowledge or any of the foregoing. 4.8 The Lender shall have no duty or any obligation to make said paymenttake any steps to protect, preserve or enforce any rights under the Collateral. The Lender shall exercise reasonable care in the custody and preservation of the Collateral in its possession to the extent required by applicable statute, and shall be deemed to have exercised reasonable care if it takes such action for that purpose as the Borrower shall reasonably request in writing; but no omission to do any act so requested by the Borrower shall be deemed a failure to exercise reasonable care. 4.9 Upon the payment in full of the Loan and interest and all other moneys payable pursuant to this agreement in accordance with the terms of the Note and of this agreement, and the payment of all other sums payable thereunder and hereunder, this agreement shall terminate and the Lender, at the request and expense of the Borrower, will execute and deliver to the Borrower a proper instrument or instruments acknowledging the satisfaction and termination of this agreement, and will duly assign, transfer and deliver to the Borrower such of the Collateral as has not theretofore been sold or otherwise applied or released pursuant to this agreement, together with any moneys at the time held by the Lender hereunder.

Security. Concurrently with (a) The Lessee shall pay to Lessor a deposit in the execution total amount of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 [***] (the "Security Deposit"), which sum shall be retained by Landlord ) as security for its obligations hereunder payable as follows: Upon signing the payment Letter of Intent [***] Upon signing this [***] Agreement (b) On the Delivery Date, Lessee will provide Lessor with an irrevocable Letter of Credit in a face amount of [***] in accordance with this Section 5.12(b). Upon receipt of such Letter of Credit, Lessor shall reimburse to Lessee the [***] aggregate Deposit received by Tenant Lessor from Lessee prior to the Delivery Date. The Letter of Credit shall be held by Lessor until the rents herein agreed to be termination of this Lease and thereafter until Lessee has paid by Tenant and for the faithful performance by Tenant performed all of the terms and covenants of its obligations under this Lease. It Lessee agrees (and will cause the issuers of the Letters of Credit to agree) that the Letter of Credit may be assigned as security to, or reissued in the name of, any Financing Party or transferred to, or reissued in the name of, any other transferee of Lessor. Any Letter of Credit provided to Lessor pursuant to this Section 5.12(b) shall (i) be issued by a bank acceptable to Lessor and in form and substance acceptable to Lessor, and if Lessor requests, confirmed by the New York branch of a major international bank acceptable to Lessor and (ii) provide that such Letter of Credit is agreed that Landlord, at Landlord's option, may drawable at any time apply said sum or times until 60 days after the termination of this Agreement, in whole or in part, upon certification by Lessor that an amount equal to the amount of the drawing :s owed by Lessee to Lessor under this Agreement (including damages). Any Letter of Credit may have a validity period which is shorter than the period (the "Validity Period" required by the preceding sentence provided that (a) such Letter of Credit shall have a Validity Period of at least one year, (b) such Letter of Credit shall, in each case, be renewed not later than 30 days prior to its expiry, (c) a Letter of Credit shall remain in force at all times during the Validity Period and (d) such Letter of Credit shall also provide that the full face amount of such Letter of Credit may be drawn down by Lessor upon certification by Lessor that Lessor has not received satisfactory evidence of the renewal of such Letter of Credit within 30 days prior to its expiry, in which case the proceeds of such drawing shall constitute the Deposit for all purposes hereunder. (c) To the fullest extent permitted by law and by way of continuing security Lessee as sole beneficial owner assigns, transfers and pledges for security purposes the Deposit and, to the extent the Lessee may have any part interest therein, the Maintenance Reserves and all rights of Lessee to payment thereof toward and the debt represented thereby (the "Charged Monies") to Lessor as security for Lessee's obligations and liabilities under this Agreement (the "Secured Liabilities"). Except as expressly permitted under this Agreement, Lessee shall not be entitled to payment of the rents and all other sums payable by Tenant under this LeaseCharged Monies. Lessee will not assign, and towards the performance transfer or otherwise dispose of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security its rights in the Charged Monies and it will enter into any additional documents and instruments necessary or advisable (including any financing statements) to evidence, create or perfect Lessor's rights to the Charged Monies; (d) if Lessee fails to make any payment under this Agreement within three Business Days after the due date thereof or any Event of Default has occurred and is continuing Lessor may immediately or at any time thereafter that such failure or Event of Default is continuing, without prior notice to Lessee: (i) set-off all or any part of the Secured Liabilities against the liabilities of Lessor in respect of the Charged Monies; or (ii) apply or appropriate the Charged Monies in or towards the payment or discharge of the Secured Liabilities in such order as Lessor sees fit. Lessor and the Lessee hereby agree that, if an Event of Default pursuant to Section 13.1(p) hereof shall exist and be continuing, Lessor may apply the Charged Monies in their entirety against Lessor's anticipated damages resulting from such breach. (e) if Lessor has exercised the set-off described in sub-clause (d) above, Lessee shall, following a demand in writing from Lessor, restore the Charged Monies to the level at which they stood immediately prior to such set-off. (f) Provided that no Default shall have occurred and be continuing and provided that Lessee has satisfied all of its obligations under this Agreement (including without limitation its obligations under Section 12 hereof), the Lessor shall pay to Lessee an amount equal to the amount of the Deposit, then Tenant if any, and shall pay Landlord a sum sufficient return the Letter of Credit to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentLessee.

Security. Concurrently with 4.1 As a continuing security for the discharge and/or payment of the Secured Obligations, the Mortgagor as legal and beneficial owner hereby: (a) mortgages in favour of the Mortgagee by way of a first equitable mortgage all right, title and interest in and to the Mortgaged Shares; and (b) charges in favour of the Mortgagee, by way of a first fixed charge, all of its right, title and interest in and to the Mortgaged Property including all benefits, present and future, actual and contingent accruing in respect of the Mortgaged Property (to the extent not effectively mortgaged under Clause 4.1(a)). 4.2 The Mortgagor hereby agrees to deliver, or cause to be delivered, to the Mortgagee on the date hereof: (a) the corporate documents, resolutions and authorities of the Mortgagor required to authorise the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year Mortgage; (b) an executed but undated share transfer certificate in respect of the LeaseMortgaged Shares in favour of the Mortgagee or its nominees (as the Mortgagee shall direct) in the form set out in Schedule 1 to this Mortgage and any other documents which from time to time may be requested by the Mortgagee in order to enable the Mortgagee or its nominees to be registered as the owner or otherwise obtain legal title to the Mortgaged Shares; and (c) share certificates representing the Mortgaged Shares, i.e.a certified copy of the Register of Members showing the Mortgagor as a registered owner of the Mortgaged Shares. 4.3 The Mortgagor will deliver, or cause to be delivered, to the Mortgagee immediately upon the issue of any further Mortgaged Shares, the sum items listed in Clause 4.2(b) in respect of $117,970.78 (the "Security Deposit")all such further Mortgaged Shares. 4.4 The Mortgagor shall, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next Working Days after execution of this Mortgage: (a) create and maintain a Register of Mortgages and Charges for the expiration Mortgagor to the extent this has not already been done in accordance with section 162 of the Term BVI Act; (b) enter particulars as required by the BVI Act of the security interests created pursuant to this Mortgage in the Register of Mortgages and Charges and immediately after entry of such particulars has been made, provide the Mortgagee with a certified true copy of the updated Register of Mortgages and Charges; and (c) effect registration of this Lease. Landlord shall not be Mortgage with the Registrar of Corporate Affairs pursuant to section 163 of the BVI Act by making the required to pay Tenant any interest on said Security Deposit. Notwithstanding filing, or assisting the aboveMortgagee in making the required filing, in the event approved form with the Registrar of Corporate Affairs and (if applicable) provide confirmation in writing to the Mortgagee that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentfiling has been made.

Security. Concurrently with Within 20 days as of the execution signing date of this Lease, Tenant the Lessee shall deposit provide the Lessor an irrevocable and unconditional Bank Guarantee Letter issued by a financing bank agreed by the Lessor, in accordance with Landlord a sum the form attached at Appendix 7, securing the fulfillment by the Lessee of all its obligations undertaken herein, payable in whole or in part upon Lessor’s first demand, in an amount equal to twice the Total Monthly Rent applicable during the first year aggregate consideration of the Rent and the Operating Expenses and Direct Expenses plus VAT owed by the Lessee for 3 (three) contractual months determined in accordance with the Lease. The term of the Bank Guarantee Letter shall start as of the Commencement Date and it shall cover the entire Term of this Lease, i.e., the sum of $117,970.78 plus 30 (the "Security Deposit"), which sum shall be retained by Landlord thirty) calendar days calculated as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants end of this Lease. It is agreed that LandlordIn the event the Lessee delivers a Bank Guarantee Letter valid for a shorter period, at Landlord's optionit shall be obliged, may at without any time apply said sum additional notice from the Lessor, to deliver a new guarantee (or any part thereof toward an extension to the payment existing one) not later than 30 (thirty) days before the expiry of the rents previous one. Should the Lessee fail to deliver such a new guarantee, the Lessor shall be authorized to draw the full amount of the guarantee without any remedy or cure period and all other sums payable hold such as cash security, (“Cash Deposit”); the amounts thereof shall be used by Tenant the Lessor upon the terms and conditions set out below. The Bank Guarantee Letter or, if the case, the Cash Deposit shall be used if there are any outstanding payments from the Lessee to the Lessor or if damages are caused to the Lessor or the Premises due to Lessee’s breach of any of its obligations in this Lease, including but not limited to the following: · Lessee’s failure to pay Rent, Operating Expenses and Direct Expenses within 15 days of being due under this Lease; · Lessee’s failure to reimburse costs related to repair of damages caused by Lessee to the Premises and/or to the Office Building; · Lessee’s failure to pay penalties on payments overdue; · Lessee’s failure to vacate the Premises by the Expiration Date or earlier Termination of the Lease. If the Bank Guarantee Letter or the Cash Deposit, and towards if the performance case is used in accordance with above, the Lessee shall restore it to the original amount within 14 (fourteen) days from the date of each and every receipt by the Lessee of Tenant's covenants under a written notice sent by the Lessor. In case that paragraph 2 of this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum Section shall be insufficient enforced, the Cash Deposit (reduced, if the case, with the amounts due and unpaid by Lessee in accordance with the Lease) shall be returned to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sumthe Lessee upon receiving appropriate Bank Guarantee Letter. Otherwise, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Cash Deposit, then Tenant as well as the Bank Guarantee Letter shall pay Landlord a sum sufficient to restore the be returned to the then-required amount Lessee within 30 (within 10 thirty) days as of being billed for same); that, the Expiry Date or as of the termination date of the present Lease in any of the event this Security Deposit shall not be utilized for any such purposes, then such Security ways mentioned herein below. The Cash Deposit shall be returned by Landlord to Tenant within ten in EUR (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the aboveif applicable, or in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00RXX), then but decreased with any amount deducted in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentaccordance with above.

Security. Concurrently (a) In the event Tenant deposits with Landlord any Security Deposit, the execution same shall be held as security for the full and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the security, Tenant shall upon demand immediately deposit with Landlord a sum equal to twice the Total Monthly amount so used, applied and retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant's obligations under this Lease, the Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant after the date on which this Lease shall expire or sooner end or terminate, and after delivery to Landlord of entire possession of the Demised Premises. In the event of any sale or leasing of the Land, Landlord shall have the right to transfer the security to which Tenant is entitled to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof; and Tenant shall look solely to the new landlord for the return or payment of the same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (b) Tenant shall provide to Landlord an irrevocable transferable Letter of Credit in the amount of the Security Deposit in form and substance satisfactory to Landlord and issued by a financial institution approved by Landlord. Landlord shall have the right, upon written notice to Tenant (except that for Tenant's non-payment of Rent applicable or for Tenant's failure to comply with Article 8.03, no such notice shall be required) and regardless of the exercise of any other remedy the Landlord may have by reason of a default, to draw upon said Letter of Credit to apply same to any default of Tenant or for any purpose authorized by Section 8.01(a) of this Lease and if Landlord does so, Tenant shall, upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at all times during the first year Term of the Lease and for a period of thirty (30) days' thereafter. In the event of a sale of the Building or a lease of the Building subject to this Lease, i.e., Landlord shall have the sum right to transfer the security to the vendee or lessee. 8.02. The Letter of $117,970.78 Credit shall expire not earlier than thirty (30) days after the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants Expiration Date of this Lease. It is agreed that Landlord, at Upon Landlord's optionprior consent, the Letter of Credit may at any time apply said sum or any part thereof toward the payment be of the rents and all other sums payable by type which is automatically renewed on an annual basis. In the alternative, such Letter of Credit may be of a duration of one (1) year, provided Tenant under this Lease, and towards provides a replacement Letter of Credit on or before the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the date which is forty-five (45) days prior to the then-required amount expiration date of such Letter of Credit (within 10 days of being billed for same"Annual Renewal Date"); that, in the event this Security Deposit shall not be utilized for . In any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay maintain the Letter of Credit and its renewals in full force and effect during the entire Term of this Lease (including any renewals, replacements or extensions) and for a period of thirty (30) days thereafter. The Letter of Credit will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) thirty (30) days' advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date. 8.03. In the event Tenant shall fail to deliver to Landlord an additional sum a substitute irrevocable Letter of Credit, in the amount stated above, on or before thirty (30) days prior to the next Annual Renewal Date, Landlord shall be permitted, upon two (2) days written notice to Tenant, to draw upon the Letter of Credit and treat the proceeds thereof as additional security deposit in an amount sufficient to raise the total a cash Security Deposit and apply same to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request any default of Tenant or for any purpose authorized by Landlord, Tenant shall have seven (7) days to make said payment.Section 8.01(a)

Security. Concurrently with (a) Within 75 days of the execution date hereof, Tenant shall deliver to Landlord, as security for the performance of Tenant’s obligations under this Lease, the amount of $774,657.70 in the form of either (i) a certified or official bank check (the “Security Deposit”), or (ii) an unconditional, irrevocable letter of credit substantially in the form annexed hereto as Exhibit F and issued by a bank reasonably satisfactory to Landlord (the “Letter of Credit”). The Letter of Credit shall provide that it is assignable by Landlord without charge and shall either (x) expire on the date which is 60 days after the expiration or earlier termination of this Lease (the “LC Date”) or (y) be automatically self-renewing until the LC Date. If the bank issuing the Letter of Credit gives notice at least 30 days prior to the expiration thereof of such bank’s intention not to renew, or if Tenant holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease, Landlord may draw upon the Letter of Credit and hold the proceeds thereof as security for the performance of Tenant’s obligations under this Lease. Landlord may draw on the Security Deposit or Letter of Credit (or the proceeds thereof) to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease after expiration of applicable cure and notice periods. If Landlord shall have so drawn upon the Security Deposit or the Letter of Credit (or the proceeds thereof), Tenant shall upon demand deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained amount so drawn by Landlord as security for the payment by Landlord. Provided that Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant is not then in default under any of the terms and covenants of this Lease, the Security Deposit will be reduced one time, such that the Security Deposit will be reduced to $326,171.64 on July 1, 2010 (a reduction of $448,486.06) (a “Security Deposit Reduction”). It is agreed that Landlord, at Landlord's option, may at any time apply said sum Tenant can effect the Security Deposit Reduction by obtaining amendments to the existing Letter of Credit or any part thereof toward by canceling the payment then current Letter of Credit and causing the rents and all other sums payable by Tenant under this Lease, and towards the performance issuance of each and every a new Letter of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that Credit in the event reduced amount, provided that Landlord does so apply there is at all or part times a valid Letter of said Credit in existence. No Security Deposit, then Tenant Deposit Reduction shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatoccur if, in the event this twelve months preceding such Security Deposit Reduction, Tenant has twice defaulted in paying the Fixed Rent and/or Additional Rent beyond the expiration of applicable cure periods, which shall constitute a “Waived Security Deposit Reduction”. The Security Deposit shall not be utilized for any such purposesreduced by the amount of the Waived Security Deposit Reduction. (b) Provided Tenant is not in default under this Lease and Tenant has surrendered the Premises to Landlord in accordance with all of the terms and conditions of this Lease, within thirty (30) days after the Expiration Date: (i) Landlord shall return to Tenant the Security Deposit then held by Landlord or (ii) if Landlord shall have drawn upon such Security Deposit to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease, Landlord shall be returned by Landlord return to Tenant that portion, if any, of such Security Deposit or the proceeds of the Letter of Credit remaining in Landlord’s possession. (c) As additional security for Landlord, Tenant hereby grants to Landlord a security interest in and lien upon those items of Tenant’s furniture, furnishings, equipment, fixtures and machinery that are located within ten (10) days next after the expiration Premises and which constitute part of Initial Tenant Work as defined in Section 4.09(b), such security interest to last for the first five years of the Term and will thereafter expire wholly without any further acts of the parties to this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently with Upon the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year termination of the Lease, i.e., Guarantor’s obligations under SECTION 3 or if the sum excess of aggregate amount paid by the Guarantor under SECTION 3 over the aggregate amount reimbursed to it pursuant to Section 10.1(l) of the Management Agreement equals not less than Fifty Million dollars ($117,970.78 (the "Security Deposit"50,000,000), which sum HPT will return to the Guarantor any Satisfactory Letter of Credit previously delivered to HPT or any unapplied cash collateral then being held by HPT hereunder and shall direct the Collateral Agent to return any cash being held by it under the Collateral Agency Agreement to the Guarantor. HPT shall be retained by Landlord as security entitled to draw upon any Satisfactory Letter of Credit delivered to it (a) for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may full amount thereof if at any time there is less than thirty (30) days until the expiry date of such Satisfactory Letter of Credit; (b) for the full amount thereof if the bank that issued such Satisfactory Letter of Credit shall not have a credit rating of at least A/A2 (or, if after the date hereof the system of ratings used by the Rating Agencies changes in a material way, their then equivalents in HPT’s reasonable judgment) from the Rating Agencies and such satisfactory Letter of Credit shall not have been replaced within thirty (30) days with a new Satisfactory Letter of Credit delivered to HPT; or (c) to the extent and in the amounts then due and payable hereunder, if the Guarantor shall fail to pay or perform any of its obligations under this Guaranty in accordance with the terms hereof. HPT shall be entitled to apply said sum any cash collateral held by it or any part thereof toward the payment Collateral Agent to the overdue obligations of the rents Guarantor hereunder in such order and all other sums payable at such times as HPT may determine in its sole judgment. Any cash collateral held by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit HPT shall not be utilized for any such purposescommingled with its other funds, then such Security Deposit and shall be returned by Landlord invested, at the Guarantor’s risk, in interest bearing investments reasonably acceptable to Tenant within ten (10) days next after the expiration of the Term of this LeaseGuarantor. Landlord shall not be required to pay Tenant any Any interest on said Security Deposit. Notwithstanding the abovesuch cash collateral, in the event that Tenant's stockholders equity as reported by and any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then losses in such eventinvestments, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient belong to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentIHG.

Security. Concurrently with (a) Prior to the execution of this LeaseCommencement Date, Tenant Sub-Subtenant shall deposit with Landlord a Sub-Sublandlord $148,727.25 which sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 shall be held by Sub-Sublandlord as security (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and ) for the faithful performance by Tenant of all of the terms terms, covenants, and covenants conditions of this LeaseSub-Sublease to be kept and performed by Sub-Subtenant. It is agreed that LandlordIf Sub-Subtenant defaults with respect to any provisions of this Sub-Sublease, at Landlord's optionincluding, but not limited to, the provisions relating to the payment of rent, Sub-Sublandlord may at any time (but shall not be required to) use, apply said sum or retain all or any part thereof toward of this Security Deposit for the payment of any rent or any other sum in default, or for the rents and all payment of any other sums payable amount which Sub- Sublandlord may spend or become obligated to spend by Tenant under this Lease, and towards the performance reason of each and every of TenantSub-Subtenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable default or to compensate Sub-Sublandlord for any amounts that such sum shall be insufficient to pay; that Landlord loss or damage which Sub-Sublandlord may exhaust suffer by reason of Sub-Subtenant's default. If any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in portion of the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposesis to used or applied, then such Security Deposit shall be returned by Landlord to Tenant Sub-Subtenant shall, within ten (10) days next after demand therefore, deposit cash with Sub-Sublandlord in an amount sufficient to restore the expiration of the Term Security Deposit to its original amount and Sub-Subtenant's failure to do so shall be a material breach of this Lease. Landlord Sub-Sublandlord shall not be required to pay Tenant any keep this Security Deposit separate from its general funds, and Sub-Subtenant shall not be entitled to interest on said such Security Deposit. Notwithstanding If Sub-Subtenant shall fully and faithfully perform every provision of this Sub-Sublease to be performed by it, the aboveSecurity Deposit or any balance thereof (less any claims by Sub-Sublandlord) shall be returned to Sub-Subtenant (or, at Sub-Sublandlord's option, to the last assignee of Sub-Subtenant's interest hereunder) within two (2) weeks after the expiration of this Sub-Sublease and after Sub-Subtenant or its last assignee has vacated the Sub-Subleased Premises; provided, however, if any portion of the Security Deposit is applied to repair damages to the Sub-Subleased Premises caused by Sub-Subtenant or Sub-Subtenant's agents or to clean the Sub-Subleased Premises, then the balance of the Security Deposit shall be returned to Sub-Subtenant (or, at Sub-Sublandlord's option to the last assignee of Sub-Subtenant's interest hereunder) no later than thirty (30) days from the date Sub-Sublandlord receives possession of the Sub-Subleased Premises. Sub-Subtenant shall not transfer or encumber the Security Deposit nor shall Sub-Sublandlord be bound by Sub-Subtenant's attempt to do so. Should Sub-Sublandlord sell its interest in the Sub-Subleased Premises during the Term hereof and if Sub-Sublandlord deposits with the purchaser there the then unappropriated funds deposited by Sub-Subtenant as aforesaid, thereupon Sub-Sublandlord shall be discharged from any further liability with respect to such Security Deposit. (b) As additional security for the performance of every provision of this Sub-Sublease to be performed by Sub-Subtenant, Sub-Subtenant shall deposit with Sub-Sublandlord concurrently with Sub-Subtenant's execution and delivery of this Sub-Sublease an unconditional, irrevocable sight draft letter of credit in the principal amount of $148,727.25 ("Letter of Credit"), in the event form and content acceptable to Sub-Sublandlord (including, without limitation, a provision that Tenant's stockholders any termination or cancellation thereof not be effective until at least ten (10) days after delivery of written notice to Sub-Sublandlord of such termination or cancellation) and drawn on a commercial lender acceptable to Sub-Sublandlord, having a term equal to (or being automatically renewable to) July 1, 2003. Upon a default by Sub-Subtenant under this Sub-Sublease, without waiver of any rights that Sub-Sublandlord may have under this Sub-Sublease or at law or in equity as reported a result of such default, Sub-Sublandlord shall have the right to draw upon the Letter of Credit an amount necessary to cure such default, either prior to, concurrently with or after Sub-Sublandlord's application of all or any portion of the Security Deposit, for payment of any sums as provided in this Section 5 with respect to the application of the Security Deposit. If all or any portion of the Letter of Credit is drawn upon by any annual report Sub-Sublandlord hereunder, Sub-Subtenant shall, within ten (10) days after written demand therefore, restore the Letter of Credit to its original amount (or other public announcement or press releaseif drawn upon in full, declines below fifty million dollars ($50,000,000.00deliver to Sub-Sublandlord a replacement Letter of Credit), then and Sub-Subtenant's failure to do so shall constitute a default by Sub-Subtenant under this Sub-Sublease. In addition, the failure at any time by Sub-Subtenant to keep the Letter of Credit in such event, Tenant full force and effect as required hereunder shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to constitute a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request default by Landlord, Tenant shall have seven (7) days to make said paymentSub-Subtenant under this Sub-Sublease.

Security. Concurrently Tenant has deposited with Owner the execution sum of Thirty Five Thousand Three Hundred Seventeen Dollars ($35,317) as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease, Tenant shall deposit with Landlord a sum equal to twice including, but not limited to, the Total Monthly Rent applicable during payment of rent and additional rent. Owner may use, apply or retain the first year whole or any part of the Lease, i.e., security so deposited to the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Owner may expand or may be required to expend by Tenant reason of Tenant's default in respect of any of the rents herein agreed to be paid by Tenant terms, covenants and for the faithful performance by Tenant of the terms and covenants conditions of this Lease, including but not limited to, any damages or deficiency in the reletting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. It In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Demised Premises to Owner. In the event of a safe of the land and Building or leasing of the Building, of which the Demised Premises form a part, Owner shall have the right to transfer the security to vendee or lessee and Owner shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that Landlord, at Landlord's option, may at any time the provisions hereof shall apply said sum to every transfer or any part thereof toward the payment assignment made of the rents security to a new Owner. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum neither Owner nor its successors or assigns shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for bound by any such purposesassignment, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the aboveencumbrance, in the event that Tenant's stockholders equity as reported by any annual report attempted assignment or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentattempted encumbrance.

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the 8.1 The Total Monthly Rent applicable during the first year Indebtedness of the LeaseBorrower shall be secured by creation of Security as detailed at Serial No. 8 of the Schedule and in such manner to the satisfaction of the Bank. Any delay in creation of Security beyond the agreed time period under this Agreement/in the Offer Letter shall result in payment of Penal Charges as stated under Schedule-II attached hereto. 8.2 The Borrower shall, i.e.from time to time at the request of the Bank do all such acts and/or execute all such documents as the Bank may consider necessary for creating and perfecting the Security in favour of the Bank/ Person acting on behalf of the Bank. Further, the sum Borrower shall ensure that all formalities, filings, registrations etc. (including but not limited to the filing of $117,970.78 e-Form CHG- 1 (in the "prescribed form) and issuance of certificate of registration of charge by the Registrar of Companies and the necessary filing with Central Registry of Securitization Asset Reconstruction and Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant Interest of India and registration of the rents herein agreed security documents with Registrar of Sub Assurances) that are required to be complied with and all stamp, registration duties and charges that are required to be paid by Tenant and for in connection with the faithful performance by Tenant relevant Security Documents have been complied with or paid to the satisfaction of the Bank. 8.3 The Bank has the right to review the Security and also to call for additional Security if in its opinion, the existing Security is not sufficient and/or the existing Obligor (s) are or will be unable to perform their obligations. 8.4 The Security given pursuant to this Agreement or under any document in terms and covenants of this Lease. It is agreed that Landlord, Agreement or otherwise at Landlord's option, any time in future shall be and remain a continuing security and accordingly shall: (a) not be discharged by any intermediate payment by the Borrower or any settlement of accounts between the Borrower and the Bank; (b) be in addition to and not in substitution for or derogation of any other security which the Bank may at any time apply said sum or any part thereof toward the payment hold in respect of the rents Total Indebtedness/obligations hereunder; (c) be a Security for all amounts due and all other sums payable by Tenant the Borrower under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentAgreement.

Security. Concurrently 12.1 Simultaneously herewith, TENANT has deposited with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e.LANDLORD **SEE RIDER**, the sum equivalent of $117,970.78 three (the "Security Deposit")3) months rental, which sum shall be retained by Landlord as security for the payment faithful performance and observance by Tenant TENANT of the rents herein agreed to be paid by Tenant terms, provisions and for the faithful performance by Tenant of the terms and covenants conditions of this Lease. It is agreed that Landlordin the event TENANT defaults in this respect to any of the terms, at Landlord's optionprovisions and conditions of this Lease, may at any time apply said sum or any part thereof toward including without limitation the payment of fixed or additional rent, LANDLORD may use, apply or retain all or any portion of the rents security so deposited, to the extent so required for the payment of any fixed and/or additional rent and all other sums payable as to which TENANT is in default, and for all sums which LANDLORD has expended or may be required to expend by Tenant under reason of TENANT'S default in respect to any of the terms, covenants and conditions of this Lease, including without limitation all damages and deficiencies arising from the reletting of the demised premises, whether such damages or deficiencies arose before, during or after summary proceedings or other reentry by LANDLORD or otherwise. 12.2 In the event that TENANT shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the aforesaid security shall be returned to TENANT, without interest, upon the expiration of the term of this Lease, and towards after delivery of the performance entire possession of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient the demised premises to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the LANDLORD pursuant to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term terms of this Lease. Landlord shall not be required to pay Tenant any . 12.3 In the event of a sale, assignment or transfer of LANDLORD'S interest on said Security Deposit. Notwithstanding the above, in the demised premises, LANDLORD shall have the right to deliver the security to the transferee of the premises, and LANDLORD shall thereupon be released by TENANT from all liability for the return of such security. TENANT agrees in such event to look solely to the new Landlord for the return of said security. 12.4 TENANT further covenants that Tenant's stockholders equity it will not assign or encumber the monies deposited herein as reported security, and that neither LANDLORD nor its successors or assigns shall be bound by any annual report such actual or other public announcement attempted assignment or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentencumbrance.

Security. Concurrently with the 8.01. Upon execution of this Lease, Tenant shall deposit with Landlord the Security Deposit for the full and faithful payment and performance by Tenant of Tenant's obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit so deposited to the extent required for the payment of any Rent or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of Tenant's obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the Security Deposit, Tenant shall, upon demand, immediately deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during amount so used, applied and retained as the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum . If Tenant shall be retained by Landlord as security for the payment by Tenant fully and faithfully pay and perform all of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at LandlordTenant's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant obligations under this Lease, and towards the performance of each and every of Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant's covenants under this Lease, but such covenants and Tenant's liability under with interest at the then current passbook savings rate, after the date on which this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient expire or sooner end or terminate, and after delivery to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in of entire possession of the Demised Premises. In the event that Landlord does so apply all of any sale or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration leasing of the Term of this Lease. Building and/or the Land, Landlord shall not be required have the right to pay Tenant any interest on said Security Deposit. Notwithstanding transfer the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal which Tenant is entitled to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request the vendee or lessee and Landlord shall thereupon be released by Landlord, Tenant from all liability for the return or payment thereof and Tenant shall have seven (7) days look solely to make said paymentthe new landlord for the return or payment of the same. The provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. The Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Security. (a) (i) Concurrently with the execution and delivery of this Lease by Tenant, and as a condition to the effectiveness hereof, Tenant has delivered to Landlord, as security for the performance of Tenant’s obligations under this Lease (the “Security Deposit”), either (x) an unconditional, irrevocable letter of credit (the “Letter of Credit”) in the amount of $4,000,000.00 in the form annexed hereto as Exhibit J and issued by a bank satisfactory to Landlord (such bank, the “Issuing Bank”) and at a minimum having a long-term issuer credit rating from Standard & Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service or (y) $4,000,000.00 by wire transfer of immediately available funds; provided, that if Tenant delivers to Landlord such cash security, then within thirty (30) days after the date of this Lease, Tenant shall deliver to Landlord the Letter of Credit and, within five (5) Business Days after receipt of the Letter of Credit, Landlord shall return to Tenant the cash security. The Letter of Credit shall provide that it is assignable by Landlord without charge and shall either (A) expire on the date which is ninety-one (91) days after the expiration or earlier termination of this Lease (the “LC Date”) or (B) be automatically self-renewing until the LC Date. Within ten (10) days after Landlord gives to Tenant notice that the Port Authority of New York and New Jersey has vacated the Phase I Premises, the amount of the Security Deposit shall be increased to $8,000,000.00, and Tenant shall deliver to Landlord (within such ten (10) day period) either an amendment to the Letter of Credit in form reasonably acceptable to Landlord so increasing the amount of the Letter of Credit, or a replacement Letter of Credit in a form reasonably acceptable to Landlord such that the Security Deposit held by Landlord shall be $8,000,000.00. On the Phase I Possession Date, the amount of the Security Deposit shall be further increased to $15,000,000.00, and Tenant shall deliver to Landlord (on or before the Phase I Possession Date) either an amendment to the Letter of Credit in form reasonably acceptable to Landlord so increasing the amount of the Letter of Credit, or a replacement Letter of Credit to Landlord, such that the Security Deposit held by Landlord shall be $15,000,000.00. If any Letter of Credit is not renewed at least thirty (30) days prior to the expiration thereof or if Tenant holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease, Landlord may draw upon the Letter of Credit and hold the proceeds thereof as security for the performance of Tenant’s obligations under this Lease. Landlord may draw on the Letter of Credit (or the proceeds thereof) to remedy defaults by Tenant in the payment or performance of any of Tenant’s obligations under this Lease. If Landlord shall have so drawn upon the Letter of Credit (or the proceeds thereof), Tenant shall upon demand deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord amount so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request drawn by Landlord, Tenant shall have seven (7) days to make said payment.

Security. Concurrently 8.1 The Borrower agrees with, and undertakes that the Lender, shall have a first and exclusive charge over the Property and that the Borrower shall not create any other encumbrance, charge or security interest in the Property in favour of any other Person or body, except with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year prior written consent of the Lease, i.e.Lender. 8.2 In the event any of the Securities are found to be insufficient / incorrect in value, the sum Borrower shall be directed to furnish additional security as may be required by the Lender. 8.3 The Securities furnished by the Borrower to the Lender in connection with the Loan shall be duly perfected and shall remain as continuing securities to the Lender and the same shall be binding upon the Borrower. 8.4 The Borrower agrees that the Securities shall not be discharged / released by intermediate payment by the Borrower or any settlement of $117,970.78 (accounts by the "Security Deposit")Borrower till such time the Outstanding Obligations are fully paid to the satisfaction of the Lender and the Lender consents to give a discharge / release in respect of the Securities in writing to the Borrower. 8.5 The Securities shall be in addition to and not in derogation of any other security, which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, Lender may at any time apply said sum or any part thereof toward the payment hold in respect of the rents Borrower's dues and shall be available to the Lender until all accounts between the Lender and the Borrower in respect of the Loan are ultimately settled. 8.6 The Borrower further agrees that the Securities shall also be security for all other sums monies that may be due and payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the Borrower to the then-required amount (within 10 days of being billed for same); thatLender, in the event this Security Deposit shall not be utilized for on any such purposesaccount whatsoever, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration whether present or future, including any liability of the Term Borrower as a surety or co-obligator either singly or along with any other Person. 8.7 The Borrower shall provide to the Lender a power of this Lease. Landlord shall not be required attorney authorizing the Lender to pay Tenant any interest on said Security Deposit. Notwithstanding do all things necessary to perfect the above, security created under the Transaction Documents and do all other things in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentrelation thereto.

Security. Concurrently with 7.01. As set forth in Paragraph 1.01V, Subtenant shall deliver to Sublandlord the execution Security Deposit as security for the full and faithful payment and performance by Subtenant of Subtenant's obligations under this LeaseSublease. If Subtenant defaults in the full and prompt payment and performance of any of its obligations under this Sublease, Tenant than after notice to Subtenant and failure of Subtenant to cure any such defaults within applicable grace periods, Sublandlord may use, apply or retain the whole or any part of the security to the extent required for the payment of any Rent or any other sums as to which Subtenant is in default or for any sum which Sublandlord may expend or may be required to expend by reason of Subtenant's default in respect of any of Subtenant's obligations under this Sublease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Sublandlord. If Sublandlord shall so use, apply or retain the whole or any part of the security, Subtenant shall upon demand immediately deposit with Landlord Sublandlord a sum equal to twice the Total Monthly Rent applicable during amount so used, applied and retained, as security as aforesaid. If Subtenant shall fully and faithfully pay and perform all of Subtenant's obligations under this Sublease, the first year security or any balance thereof to which Subtenant is entitled shall be promptly paid over to Subtenant after the date on which this Sublease shall expire or sooner terminate, and after delivery to Sublandlord of entire possession of the LeaseDemised Premises. In the event of any sale or leasing of the Land, i.e.Sublandlord shall have the right to transfer the security to which Sublandlord is entitled to the vendee or lessee upon notice to Subtenant and, provided Sublandlord transfers the sum of $117,970.78 (the "Security Deposit")security as provided for herein, which sum Sublandlord shall thereupon be retained released by Landlord as security Subtenant from all liability for the return or payment by Tenant of thereof; and Subtenant shall look solely to the rents herein agreed to be paid by Tenant and new landlord for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum return or any part thereof toward the payment of the rents same to the extent of such transfer; and all other sums payable by Tenant under this Leasethe provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Subtenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum neither Sublandlord nor its successors or assigns shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for bound by any such purposesassignment, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the aboveencumbrance, in the event that Tenant's stockholders equity as reported by any annual report attempted assignment or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentattempted encumbrance.

Security. Concurrently 19.1 Simultaneously with the execution delivery to Sublandlord of this Leasean executed counterpart of the Sublease, Tenant Subtenant shall deposit with Landlord tender Security (as defined herein) in the amount of $273,090.00 (5 times monthly rent) in the form of either (i) a sum equal check payable to twice Sublandlord (the Total Monthly Rent applicable “Cash Security”) or (ii) an irrevocable letter of credit in favor of Sublandlord (or any other beneficiary as may be designated by Sublandlord during the first year of term hereof, in which event Subtenant shall pay any transfer or other fees which may be imposed by the Leaseissuing bank), i.e., the sum of $117,970.78 in a form reasonably acceptable to Sublandlord (the "“LC”) (the Cash Security Deposit"and LC shall hereinafter be referred collectively as the “Security”), which sum . The Security shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and tendered for the faithful performance and observance by Tenant Subtenant of the terms terms, provisions, covenants and covenants conditions of this LeaseSublease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord Sublandlord shall not be required to pay Tenant any interest on said deposit the Cash Security Deposit. Notwithstanding the abovein a segregated or interest-bearing account, unless required by applicable law, but, in the event that Tenant's stockholders equity Sublandlord shall maintain same in an interest-bearing account, Sublandlord shall be permitted to retain from the Cash Security, as reported an administrative fee, one percent (1%) of any interest accruing thereon, to the extent permitted at law. In the event of a default by Subtenant under the Sublease, Sublandlord may use, apply, or retain, the whole, or any annual report part, of the Security, to the extent required for the payment of any Rent, or other public announcement any sum which Sublandlord may expend, or press releasemay be required to expend, declines below fifty million dollars by reason of such event of default, including, but not limited to, any damages or deficiencies in the reletting of the Sublet Premises. In the event that any portion of the Security is used, applied, or retained, by Sublandlord, as permitted hereunder, Subtenant shall replenish such amount within five ($50,000,000.005) business days after receipt of Sublandlord’s written demand therefor. Upon the expiration of the term of the Sublease, the Security shall be returned to Subtenant (less any amount applied as provided for hereunder), within thirty (30) days after (i) the Expiration Date or earlier termination of the Sublease or (ii) Subtenant’s surrender of the Sublet Premises to Sublandlord in the condition required hereunder, whichever is the later to occur. 19.2 Notwithstanding anything contained in Section 19.1 hereof to the contrary, provided (i) that Subtenant has not been in default under the Sublease at any time prior thereto and (ii) the full amount of the Security is then on deposit with Sublandlord, then, in such event, Tenant effective as of the first day of the twenty-five (25th) complete calendar month following the Commencement Date, upon Subtenant’s delivery to Sublandlord of a written notice requesting a reduction in the amount of the Security held by Sublandlord, either the (i) Cash Security shall additionally pay Landlord be reduced to $163,854.00 (3 times monthly rent) and Sublandlord shall refund to Subtenant the remaining balance of the Cash Security then on deposit or (ii) the LC shall be replaced with an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentLC for $163,854.

Security. Concurrently 4.01. Tenant has deposited with Landlord either the execution Security Letter (as such term is defined in Section 4.02 hereof) or the sum of Twelve Million and 00/100 ($12,000,000.00) Dollars as security for the full and faithful performance and observance by Tenant of Tenant's covenants and obligations under this Lease. If Tenant defaults beyond notice and the expiration of any applicable cure period, in the full and prompt payment and performance of any of Tenant's covenants and obligations under this Lease, including, but not limited to, the payment of Fixed Rent and Additional Charges, Landlord may, but shall not be required to, use, apply or retain the whole or any part of the security so deposited and the interest accrued thereon, if any, to the extent required for the payment of any Fixed Rent and Additional Charges or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the security or the interest accrued therein, if any, Tenant shall upon demand immediately deposit with Landlord a sum equal to twice the Total Monthly amount so used, applied or retained (but not in excess of $12,000,000, as such amount may be reduced from time to time as provided in Section 4.06 hereof), as security as aforesaid failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable grace period. If Tenant shall pay all Fixed Rent and Additional Charges due and payable under this Lease and shall surrender the Premises to Landlord in accordance with the provisions of this Lease, the security or any balance thereof, to which Tenant is entitled, if same has not been previously returned to Tenant in accordance with the provisions of Section 4.06 hereof, shall be returned or paid over to Tenant after the date fixed as the end of this Lease and after delivery to Landlord of entire possession of the Premises. In the event of a sale, transfer or leasing of Landlord's interest in the Building whether or not in connection with a sale, transfer or leasing of the Land to a vendee, transferee or lessee, Landlord shall have the right to transfer the unapplied part of the security and the interest thereon, if any, to which Tenant is entitled, to the vendee, transferee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof, and Tenant shall look solely to the new landlord for the return or payment of the same. The provisions of the preceding sentence shall apply to every subsequent sale, transfer or leasing of the Building, and any successor of Landlord shall, upon a sale, transfer, leasing or other cessation of the interest of 34 such successors in the Building, whether in whole or in part, pay over any unapplied part of said security to any vendee, transferee or lessee of the Building and shall thereupon be relieved of all liability with respect thereto. Except in connection with a permitted assignment of this Lease, Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security or any interest thereon to which Tenant is entitled, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In any event, in the absence of evidence satisfactory to Landlord of an assignment of the right to receive the security, or the remaining balance thereof, Landlord may return the security to the original Tenant regardless of one or more assignments of this Lease. If and to the extent that the security deposit is held in cash form (including, without limitation, any proceeds from a drawing down of the Security Letter which have not been applied to Tenant's obligations in accordance with this Article 4), such cash shall be held in a segregated interest-bearing account at a commercial bank licensed to do business in New York or in a self-insured money market fund having assets of not less than $500,000,000. Any interest earned on such account shall be remitted to Tenant annually. 4.02. In lieu of the cash security deposit provided for in Section 4.01 hereof, Tenant may at any time during the first year term hereof deliver to Landlord and shall thereafter, except as otherwise provided herein, maintain in effect at all times during the term hereof, a clean, irrevocable letter of credit, in form and substance substantially as set forth on Exhibit G-1 or Exhibit G-2 annexed hereto (which, in each such case, may be amended after the determination of the Rent Commencement Date solely for the purpose of stating the actual effective dates for the reductions referred to in Section 4.06, provided that the form of such amendment shall be delivered to and approved by Landlord in draft form prior to its issuance, Landlord's approval not to be unreasonably withheld or delayed), in the amount of the security required pursuant to this Article 4, issued by a commercial bank reasonably satisfactory to Landlord (Landlord hereby acknowledging that Bank of New York is satisfactory for this purpose) and having its principal place of business or its duly licensed branch or agency in the State of New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Landlord given by certified or registered mail, return receipt requested not less than sixty (60) days prior to the expiration thereof. Except as otherwise provided in this Article 4, Tenant shall, throughout the term of this Lease deliver to Landlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extensions or replacements thereof, as the case may be, is hereinafter referred to as a "Security Letter") no later than sixty (60) days prior to the expiration date of the preceding Security Letter. The term of each such Security Letter shall be not less than one (1) year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacements of a Security Letter within the time limits set forth in this Section 4.02, Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder. In the event Tenant furnishes Landlord with a Security Letter which contains a final expiration date which will occur prior to the date that the security deposit under this Article 4 shall be reduced to zero in accordance with the schedule set forth in Section 4.06 hereof, Tenant shall furnish Landlord with a replacement Security Letter, in form and substance reasonably satisfactory to Landlord, within forty-five (45) days prior to the final expiration date of Tenant's existing Security Letter, and if Tenant fails to furnish such a replacement Security Letter in accordance with the foregoing, Tenant shall be deemed to be in default hereunder and Landlord shall be entitled to draw down the full amount of the existing Security Letter and retain such amount as security hereunder in which event the proceeds thereof shall be applied or held as cash security in accordance with the provisions of Section 4.01 hereof. At any time that Landlord is holding a Security Letter hereunder, Tenant shall have the right to a return of such Security Letter upon delivery to Landlord of a cash security deposit in the amount of the security then required to be maintained under this Article 4 to be held by Landlord in accordance with this Article 4, provided that Tenant shall give not less than five (5) Business Days prior written notice to Landlord of such election to replace the Security Letter with cash and provided further that until such cash security deposit is delivered to Landlord, Landlord shall retain all of its rights under this Article 4 to present and receive payment on such Security Letter. Tenant shall have the right to substitute for any Security Letter then being held by Landlord a substitute Security Letter which satisfies all of the requirements of this Article 4, provided that Landlord shall not be obligated to relinquish the Security Letter then being held by Landlord until such new Security Letter has been delivered to Landlord. 4.03. In the event that Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease beyond notice and the expiration of any applicable cure period, and Landlord utilizes all or any part of the security represented by the Security Letter but does not terminate this Lease as provided in Article 22 hereof, Landlord may, in addition to exercising its rights as provided in Section 4.01 hereof, retain the unapplied and unused balance of the principal amount of the Security Letter as security for the faithful performance and observance by Tenant thereafter of the terms, provisions, and conditions of this Lease, i.e.and may use, apply, or retain the whole or any part of said balance to the extent required for payment of Fixed Rent, Additional Charges, or any other sums as to which Tenant is in default after the giving of notice and the expiration of any applicable cure period or for any sum which Landlord may expend or be required to expend by reason of $117,970.78 (Tenant's default in respect of any of the "Security Deposit")terms, which sum covenants, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be retained not less than the security required by Article 4. If Tenant shall deliver a new Security Letter to Landlord in the amount required hereunder to restore the security deposit to the amount required by this Article 4 in accordance with the foregoing, Landlord agrees to promptly return to Tenant any cash amount then being held by Landlord as security for hereunder. 36 4.04. In the payment by Tenant event of a sale of the rents herein agreed Building, Landlord shall have the right to be paid by require Tenant and for to deliver a replacement Security Letter naming the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlordnew Landlord as beneficiary and, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that if Tenant shall remain liable for any amounts that such sum shall be insufficient fail to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in timely deliver the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant same within ten (10) Business Days after written request therefor, to draw down the existing Security Letter and retain the proceeds as security hereunder until a replacement Security Letter is delivered. Tenant hereby acknowledges and agrees that in connection with any transfer by Landlord or its successors or assigns hereunder of Landlord's interest in the Security Letter delivered by Tenant pursuant to this Article 4, Tenant shall be solely liable to pay any transfer fees charged by the issuing bank to Landlord or the transferee in connection with any such transfer of the Security Letter, as Additional Charges hereunder, within twenty (20) days next after delivery to Tenant of an invoice therefor, but Tenant shall not be responsible for such transfer fees (i) if the transferee is an Affiliate (as such term is defined in Section 44.06 hereof) of Landlord, or (ii) for more than one transfer in any two (2) year period. 4.05. Provided and on condition that Tenant is not then in default, after notice and the expiration of any applicable cure period, with respect to any of the Term terms, provisions, covenants and conditions of this Lease. Lease on its part to be performed, then Landlord agrees that the amount of the security deposit required pursuant to this Article 4 hereof shall not be required reduced automatically in accordance with the following schedule: (i) from and after the first anniversary of the Rent Commencement Date, the amount of the security deposit shall be reduced by $2,400,000.00, to pay Tenant $9,600,000.00; (ii) from and after the second anniversary of the Rent Commencement Date, the amount of the security deposit shall be further reduced by $2,400,000.00, to $7,200,000.00; (iii) from and after the third anniversary of the Rent Commencement Date, the amount of the security deposit shall be further reduced by $2,400,000.00, to $4,800,000.00; (iv) from and after the fourth anniversary of the Rent Commencement Date, the amount of the security deposit shall be further reduced by $2,400,000.00, to $2,400,000.00; and (v) from and after the fifth anniversary of the Rent Commencement Date, the amount of the security deposit shall be reduced to $0, and any remaining security including any interest accrued thereon, shall be returned to Tenant. If Tenant is not entitled to a reduction of the security deposit on said Security Deposit. Notwithstanding any of foregoing dates by reason of Tenant then being in default under this Lease after the abovegiving of notice and the expiration of any applicable cure period as hereinabove provided, then provided Landlord has not terminated this Lease by reason of such default or applied the security deposit (or a portion thereof in excess of the event that applicable reduction), Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional right to have the amount of the security deposit in an amount sufficient reduced pursuant to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant this Section 4.05 shall have seven (7) days to make said paymentbe reinstated upon Tenant's cure of such default.

Security. Concurrently with 6.1 The Borrower has granted to the Lender a security interest over the Secured Property as continuing security for the Obligations pursuant to the following deeds of hypothec (collectively, the "Deeds of Hypothec"): (i) that certain deed of hypothec between the Lender and the Borrower dated March 5, 2021 and registered at the RPMRR under number 00-0000000-0000, (ii) that certain deed of hypothec between the Lender and the Borrower dated September 13, 2021 and registered at the RPMRR under number 21-!-0001, and (iii) ) that certain deed of hypothec between the Lender and the Borrower dated August 31, 2023 and registered at the RPMRR under number 00-0000000-0000, and the execution of this LeaseAgreement shall not operate as a waiver of any right, Tenant shall deposit with Landlord power or remedy of the Lender under the Deed of Hypothec, constitute a sum equal waiver of any provision of the Deed of Hypothec or serve to twice effect a novation of the Total Monthly Rent applicable during Obligations. The Borrower has caused such security interest to be registered without any adverse entries that are not Permitted Liens in all offices in which, in the reasonable opinion of the Lender or its counsel, registration is necessary or of advantage to perfect the first year of ranking Liens intended to be created thereby subject only to Permitted Liens. 6.2 The Borrower has caused the LeaseParent to provide the Lender with an unlimited corporate guaranty dated March 8, i.e., the sum of $117,970.78 2021 (the "Security DepositGuaranty"), which sum shall be retained by Landlord as security for the payment by Tenant ) in respect of the rents herein agreed Obligations. The Parent hereby (i) ratifies and reaffirms its guarantee and all of its payment and performance obligations, contingent or otherwise, under the Guaranty after giving effect to be paid by Tenant this Agreement; (ii) consents to this Agreement, including the amendment and for the faithful performance by Tenant restatement of the terms Existing Agreement and covenants (iii) acknowledges that the Guaranty remains in full force and effect and is hereby ratified and reaffirmed and applies to the Obligations under this Agreement. The execution of this Lease. It is agreed that LandlordAgreement shall not operate as a waiver of any right, at Landlord's option, may at any time apply said sum power or any part thereof toward the payment remedy of the rents and all other sums payable by Tenant Lender under this Leasethe Guaranty, and towards the performance constitute a waiver of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration provision of the Term Guaranty or serve to effect a novation of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentObligations.

Security. Concurrently with the execution of this Lease, DEPOSIT Tenant shall deposit has deposited with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of Thirteen Thousand One Hundred Eighty Nine Dollars and 54/l00ths ($117,970.78 (the "Security Deposit"13,189.54), which . Said sum shall be retained held by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of all of Tenant's obligations hereunder. Ten Thousand Dollars ($10,000.00) of the terms and covenants deposit set forth above shall be held in an interest bearing account. All interest earned from said $10,000.00 shall be paid to Tenant by Landlord at the end of the lease term. If Tenant defaults with respect to any provision of this Lease. It is agreed that Landlord, at Landlord's optionincluding but not limited to the provisions relating to the payment of rent, Landlord may at any time (but shall not be required to) use, apply said sum or retain all or any part thereof toward of this security deposit for the payment of any rent or any other sum in default, or for the rents and all payment of any other sums payable amount which Landlord may spend or become obligated to spend by Tenant under this Lease, and towards the performance of each and every reason of Tenant's covenants under this Lease, but such covenants and default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's liability under this Lease shall thereby be discharged only pro tanto; that default. If any portion of the deposit is so used or applied, Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that shall, upon demand, deposit cash with Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum an amount sufficient to restore the security deposit to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit its original amount. Tenant's failure to do so shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term a material breach of this Lease. Landlord shall not be required to pay keep this security deposit separate from its general f unds, and Tenant any shall not be entitled to interest on said Security Depositsuch deposit, except for as provided above. Notwithstanding If Tenant shall fully and faithfully perform all of its obligations under this Lease, the abovesecurity deposit or any balance thereof shall be returned to Tenant (or, in at Landlord's option, to the event that last assignee of Tenant's stockholders equity as reported by any annual report or other public announcement or press releaseinterest hereunder) at the expiration of the Lease term, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay provided that Landlord an additional sum as additional may retain the security deposit until such time as any amount due from Tenant in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then accordance with Article 4 hereof has been determined and paid in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentfull.

Security. Concurrently with a. Sublessee upon the execution and delivery of this LeaseSublease by Sublessor, Tenant Sublessee and Prime Landlord, Sublessee shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of pay Sublessor Sixty-Seven Thousand Three Hundred Fifty-Two and No/l00 Dollars ($117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord 67,352.00) as security for the payment by Tenant full and faithful performance of the rents herein agreed terms, covenants and conditions of this Sublease on Sublessee's part to be paid performed or observed, including but not limited to payment of Base Rent and Additional Rent in default or for any other sum which Sublessor may expend or to be required to expend by Tenant reason of Sublessee's default, including any damages or deficiency in reletting the Subleased Premises, in whole or in part, whether such damages shall accrue before or after summary proceedings or other re-entry by Sublessor. If Sublessee shall fully and for faithfully comply with all the faithful performance by Tenant terms, covenants and conditions of this Sublease on Sublessee's part to be performed or observed, the remainder of the terms and covenants of this Lease. It is agreed that Landlordsecurity, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Leaseunapplied balance thereof, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant Sublessee within ten thirty (1030) days next after the time fixed as the expiration of the Term term and after the removal of this LeaseSublessee and surrender of possession of the Subleased Premises. Landlord Sublessor shall be entitled to comingle the security with Sublessor's other funds, and Sublessee shall not be required entitled to pay Tenant any interest on said Security Depositthe security. Notwithstanding Sublessor shall return fifty percent (50%) of the security to Sublessee at the end of the second year of the term of this Sublease if Sublessee is not then, nor shall have theretofore been, in default. b. In lieu of the requirements of Subsection a. above, Sublessee may elect to cause its bank to issue to Sublessor an irrevocable letter of credit substantially in the event that Tenant's stockholders equity form attached hereto as reported by any annual report or other public announcement or press releaseExhibit C, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal equivalent to three six (36) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.months full

Security. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year of the Lease, i.e., the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. 7.1 It is hereby agreed between the Parties that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward the payment of the rents CFIL shall have no obligation and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to make any Disbursement unless the Obligor(s) furnishes security by way of pledge of Approved Securities so as to meet, or otherwise meets, the acceptable Security Margin including for the proposed drawdown. If at anytime during the currency of the Loan Facility there occurs an Event of Default and/or if the required Security Margin is not met, CFIL, without prejudice to any of its other rights, shall be entitled to enforce its rights against the Secured Assets by invoking the pledge and selling or otherwise disposing of the Secured Assets (whether to itself or to any other person whosoever) on such terms and for such price that CFIL thinks fit and/or is able to achieve, and apply the net proceeds it receives towards payment and repayment of the Loan Outstanding, including interest, costs, charges, expenses, fees and all other outgoings payable pursuant to the Loan Facility. Without prejudice to any rights of CFIL, the order of priority in which CFIL applies any net proceeds at any time or from time to time towards dues and outstandings whether on account of principal or interest or other amounts whatsoever in respect of Advances, shall be at the sole discretion of CFIL. The Obligor(s) shall remain obligated to forthwith pay Tenant to CFIL any interest shortfall remaining after CFIL has so applied the net proceeds, and the Obligor(s) undertakes to not dispute the amount or quantum of the net proceeds that CFIL realizes including on said the grounds that the Obligor(s) has suffered any loss whatsoever on account of CFIL disposing of the Secured Assets for a particular price or that CFIL could have obtained a better price. Provided however that, CFIL shall enforce its rights against the Secured Assets only after issuing two notices to the Borrower regarding failure to meet the Security Deposit. Notwithstanding Margin prescribed. 7.2 The Obligor(s) represents that it is its intention to pledge Approved Securities as required under this Agreement and hereby agrees to pledge Approved Securities in accordance with the aboveterms of this Agreement in favour of CFIL, in to the satisfaction of CFIL, as security for the due payment and repayment of the Loan Outstanding, including interest, costs, charges, expenses, fees and all other outgoings payable pursuant to the Loan Facility. 7.3 In the event that Tenant's stockholders equity the Approved Securities to be pledged are in materialized form, the Borrower hereby agrees and undertakes to furnish the particulars of all such Approved Securities pledged /to be pledged in the form as reported by any annual report may be acceptable to CFIL, at the time of drawdown of each Advance, and these securities shall form an integral part of this Agreement and the Securities mentioned therein shall be deemed to have been pledged to CFIL as security for the due payment and repayment of the Loan Outstanding, including interest, costs, charges, expenses, fees and all other outgoings payable pursuant to the Loan Facility. The Obligor(s) confirms and acknowledges that execution of a document in form and manner acceptable to CFIL shall be sufficient action for creation or other public announcement release of pledge over Securities and no further deed, document or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentwriting need be executed.

Security. Concurrently (a) Tenant, simultaneously herewith, has deposited with Landlord, the Security. If Tenant defaults with respect to any of the terms, covenants, provisions or conditions of this lease, including, but not limited to, the payment of Rental, and/or the payment and performance of its obligations pursuant to the Promissory Note, then in addition to any other remedies to which Landlord may be entitled by virtue of the provisions of this lease, or pursuant to law or equity, Landlord shall have the right to use, apply or retain the whole or any part of the Security to the extent required for the payment of any Rental, any payment pursuant to the Promissory Note or any other sum as to which Tenant is in default or any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including, but not limited to, damages or deficiencies resulting from the reletting of the Premises, whether such damages or deficiencies accrued before or after summary proceedings or other reentry by Landlord. (b) If the entire Security or any portion thereof is appropriated or applied by Landlord for the payment of Rental, on account of the Promissory Note or any other sums due and payable to Landlord by Tenant hereunder, or for the payment or reimbursement of any cost or expense incurred by Landlord as a result of any default or failure of performance by Tenant hereunder, then Tenant, upon the demand of Landlord, forthwith shall remit to Landlord a sufficient Letter of Credit and/or good funds to restore the Security to the sum required to be deposited hereunder, the delivery of such Letter of Credit and/or good funds hereby deemed to be Additional Rental, and Tenant's failure to do so within five (5) days after the forwarding of such demand shall constitute a breach of this lease. (c) If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Promissory Note and this lease, including the delivery of the Premises to Landlord in accordance with the execution provisions hereof and compliance with all Environmental Acts, then the Security shall be returned to Tenant within thirty (30) days following the expiration of the Term hereof. (d) If Tenant shall exercise its Renewal Option hereunder, then upon the commencement of the First Renewal Term and the receipt of the Security required pursuant to the exercise thereof, Landlord shall return the Letter of Credit to Tenant. (e) Tenant shall not be entitled to any interest on the aforesaid deposit of Security or the proceeds thereof. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security except as permitted pursuant to the provisions of Paragraph 15 hereof, and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (f) It is expressly understood and agreed that the exercise of any remedy by Landlord for any default on the part of Tenant shall not be deemed such a termination of this Lease, lease as to entitle Tenant shall deposit with Landlord a sum equal to twice the Total Monthly Rent applicable during the first year recovery of the LeaseSecurity, i.e., the sum of $117,970.78 (the "and said Security Deposit"), which sum shall be retained by and remain in the possession of Landlord as security hereinbefore stated. (g) In the event of a sale, leasing or assignment of Landlord's interest in this lease by Landlord, Landlord shall have the right to transfer the Security to the purchaser, lessee or assignee, shall furnish Tenant with notice thereof and thereupon shall be released by Tenant from all liability for the payment by Tenant return of the rents herein agreed Security, and Tenant agrees to be paid by Tenant and look solely to the transferee for the faithful performance by Tenant application of the terms and covenants of this LeaseSecurity. It is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security to a new transferee. (h) Each Letter of Credit to be deposited hereunder shall be a clean, irrevocable Letter of Credit, shall be in the amount set forth herein, shall be issued by a bank and shall be in form and substance, satisfactory to Landlord, at Landlord's optionand shall provide, may at any time apply said sum or any part thereof toward inter alia, the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum following: (i) It shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that renewed in the event agreed upon amount, automatically from year to year unless the issuing bank, not less than forty-five (45) days prior to its expiration, shall notify Landlord and Tenant in writing that Landlord does so apply all or part the Letter of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit Credit shall not be utilized for renewed; (ii) Landlord shall have the right to draw upon all or any such purposespart(s) of the Letter of Credit, then such Security Deposit immediately upon delivering a certification to the issuing bank setting forth that it is entitled to draw upon the Letter of Credit pursuant to the provisions of the Promissory Note, and/or this lease and setting forth the amount of the money sought to be received, which Letter of Credit may be drawn upon, to the extent necessary, to satisfy said request in full. (iii) Landlord shall have the right to draw upon the entire Letter of Credit, whether or not Tenant shall be returned by 4n default hereunder, within the last twenty (20) days of the thereof, upon delivering a certification to the issuing bank setting forth that the bank has elected not to renew the Letter of Credit and that Tenant has not provided Landlord with a substitute Letter of Credit in accordance with the provisions of this Agreement. (i) Landlord shall retain the proceeds of the Letter of Credit received pursuant to the provisions of Paragraph 39(h)(iii) in accordance with the provisions hereof and shall return such proceeds to Tenant within ten (10) days next after the expiration upon receipt of the Term a new Letter of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, Credit in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentcompliance herewith.

Security. Concurrently 36.01 Tenant has deposited with Landlord the execution sum of $56,630.37 (in the form of a cashiers check) as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions, covenants and conditions of this Lease, Tenant shall deposit with including, but not limited to, the payment of Fixed Annual Rent and additional rent, Landlord a sum equal to twice may use, apply or retain the Total Monthly Rent applicable during the first year whole or any part of the Lease, i.e., security so deposited to the sum of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord as security extent required for the payment of any Fixed Annual Rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by Tenant reason of Tenant’s default in respect of any of the rents herein agreed to be paid by Tenant terms, provisions, covenants and for the faithful performance by Tenant of the terms and covenants conditions of this Lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. It In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look solely to the new landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained. 36.02 Notwithstanding anything to the contrary contained above, on or before 60 days from the Commencement date, in lieu of the cash security deposit provided for in this Article 36 hereof, Tenant shall deliver to Landlord and, shall thereafter, except as otherwise provided herein, maintain in effect at all times during the term hereof, an irrevocable letter of credit, in form and substance reasonably satisfactory to Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward in the payment amount of the rents security required pursuant to this Article 36 and all other sums payable Lease issued by a banking corporation reasonably satisfactory to Landlord and having its principal place of business and a duly licensed branch or agency in the State of New York, that is also nationally recognized whose deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewable from year to year unless terminated by the issuer thereof by notice to Landlord given not less than ninety (90) days prior to the expiration thereof. Except as otherwise provided herein, Tenant under shall, throughout the term of this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient deliver to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); thatLandlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof (each such letter of credit and such extension or replacement thereof, as the case may be, is hereby referred to as a “Security Letter”) no later than sixty (60) days prior to the expiration date of the preceding Security Letter. If Landlord is notified that the Security Letter shall be terminated Landlord shall have the right to draw down the full amount of the existing Security Letter and retain the same as security hereunder until such time that the Tenant provides Landlord with a replacement Security Letter that complies with the terms of this Agreement. The term of each such Security Deposit Letter shall not be utilized for any such purposes, then such Security Deposit less than one year and shall be returned automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any replacement of a Security Letter within the time limits set forth in this Section 36.02 Landlord may draw down the full amount of the existing Security Letter and retain the same as security hereunder. To ensure that Landlord may utilize the security represented by the Security Letter in the matter, for the purpose, and to the extent provided in this Article 36 each Security Letter shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the issuing bank without accompanying memoranda or statement of beneficiary. Landlord may utilize the Security Letter and the proceeds thereof in the same manner as provided herein for a cash security deposit pursuant to Section 36.01 hereof. The final expiration date of the letter of credit shall be at least ninety (90) days following the stated Expiration Date of this Lease. 36.03 Tenant shall cooperate and take any and all actions as are reasonably necessary to ensure that the Landlord is always fully secured with a letter of credit meeting the requirements of this Article 36, including but not limited to any action reasonably necessary to effect the replacement of a lost, stolen, mutilated, or destroyed letter of credit, so as to assure the Landlord that it is at all times fully secured by a valid letter of credit that may be drawn upon by the Landlord, its grantees, successors, representatives, and assigns. 36.04 If Landlord draws on the letter of credit, Tenant shall, within ten (10) days next after demand by Landlord, deliver to Landlord an additional letter of credit meeting the expiration requirements of this Article 36 or amend the existing letter of credit so that, at all times, the amount of the Term letter of credit held by Landlord, together with any cash held by Landlord not yet applied to any default equals the original amount of the letter of credit. 36.05 If Tenant seeks to enjoin payment of the letter of credit and Landlord incurs any fees (i.e., attorneys’ fees) defending such enjoinment Landlord shall recover all costs and expenses incurred from the Tenant. 36.06 Landlord may require a new Letter of Credit from a more financially secure insurer (i) upon failure of the issuing bank, (ii) upon any renewal of the Letter of Credit, (iii) if the bank rating of the institution is no longer acceptable to Landlord. Should Landlord require a new Letter of Credit pursuant to this Article 36 Tenant shall be required to provide said new Letter of Credit within fifteen (15) days notice of Landlord’s notice to Tenant to obtain a new Letter of Credit. Tenant shall be deemed to be in default upon Tenant’s failure to provide a new Letter of Credit with the requisite time frame. 36.07 If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease. , and delivers possession of the Premises to Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding at the above, Expiration Date in the event that Tenant's stockholders equity as reported condition required by this Lease, the letter of credit and any annual report or other public announcement or press releasecash proceeds held by Landlord not applied pursuant to this Article 36, declines below fifty million dollars shall be returned to Tenant within thirty ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (730) days to make said paymentafter the Expiration Date.

Security. Concurrently with the execution of this Lease, Tenant shall agrees to deposit with Landlord, within one business day of Tenant having been satisfied that all of Landlord's pre-lease commencement obligations including, without limitation, the obligations of Landlord a sum equal to twice the Total Monthly Rent applicable during the first year under Articles 19, 29 and 36 of the Lease, i.e.have been satisfied to Tenant's reasonable satisfaction, for the sum entire duration of $117,970.78 the Lease, an amount equal to two (the "Security Deposit"), which sum shall be retained by Landlord 2) months' base rent as security for the payment faithful performance and observance by Tenant of the rents herein agreed to be paid by Tenant terms, provisions and for the faithful performance by Tenant conditions of the terms and covenants of this Lease. It is agreed that Landlord, which security, at LandlordTenant's option, may at any time apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to payeither (x) by check, or (y) letter of credit; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; it is agreed that in the event that Tenant defaults beyond applicable grace and notice periods, in respect of any of the terms, provisions and conditions of the Lease, including, but not limited to, the payment of rent and additional rent, Landlord does so may use, apply all or retain the whole or any part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the security so deposited to the then-extent required amount (within 10 days for the payment of being billed for same); thatany rent and additional rent or any other sum as to which Tenant is in default beyond applicable grace and notice periods, in the event this Security Deposit shall not be utilized or for any such purposes, then such Security Deposit shall be returned by sum which Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not may expend or may be required to pay Tenant expend by reason of Tenant's default beyond applicable grace and notice periods in respect of any interest on said Security Depositof the terms, covenants and conditions of the Lease, including but not limited to, any damages or deficiency in the re-letting of the premises in accordance with the applicable provisions of the Lease, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Notwithstanding the above, in In the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Lease, the security, together with interest earned thereon, shall be promptly returned to Tenant after the Lease Expiration and after delivery of entire possession of the Demised Premises to Landlord. To the extent any of the security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request has been applied by Landlord, then the remainder of the security plus interest earned therein will be promptly returned to Tenant after the Lease Expiration and after delivery of entire possession of the Demised Premises to Landlord. In the event of a sale of the land and building or leasing of the building, Landlord shall have seven (7) days the right to make transfer the security to the vendee or lessee and, upon written acknowledgement and assumption by the assignee, Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new landlord solely for the return of said paymentsecurity; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Landlord agrees to deposit the security in an interest bearing or money market account at a nationally recognized banking institution.

Security. Concurrently with the execution of this Lease, Section 27.1 Tenant shall deposit has deposited with Landlord a sum of equal to twice the Total Monthly three months Base Rent applicable during the first year as of the Lease, i.e., the sum date of $117,970.78 (the "Security Deposit"), which sum shall be retained by Landlord this Lease Agreement as security for the payment faithful performance and observance by Tenant of the rents herein agreed to be paid by Tenant terms, provisions and for the faithful performance by Tenant conditions of the terms and covenants of this Lease. Landlord shall place the security in a non-interest-bearing account. It is agreed that Landlordin the event Tenant defaults in respect to any of the terms, at Landlord's optionprovisions and conditions of the Lease, including, but not limited to, the payment of Rent, Landlord may at any time use, apply said sum or retain the whole or any part thereof toward of the security so deposited to the extent required for the payment of the rents and all any Rent or any other sums payable by sum as to which Tenant under this Lease, and towards the performance of each and every of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable is in default or for any amounts that such sum shall be insufficient to pay; that which Landlord may exhaust any expend or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not may be required to pay Tenant expend by reason of Tenant’s default, including but not limited to, any interest on said Security Deposit. Notwithstanding the above, damages or deficiency in the event that Tenant's stockholders equity as reported by any annual report reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other public announcement re- entry by Landlord. If any portion of the security is so used, applied, or press release, declines below fifty million dollars ($50,000,000.00), then in such eventretained, Tenant shall additionally pay shall, within five (5) days after written demand therefor by Landlord, deposit cash with Landlord an additional sum as additional security deposit in an amount sufficient to raise restore the total Security Deposit security to its original amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Lease, the security shall be returned to Tenant within thirty days following termination of the Lease as provided in Article XXIII and after delivery of possession of the Premises to Landlord. In the event of an assignment by Landlord of its estate in this Lease, Landlord shall have the obligation to transfer the security to the assignee and Landlord shall thereupon be released by Tenant from all liabilities for the return of such security. In the event of such assignment, Tenant agrees to look solely to the new Landlord for the return of such security. It is further agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a sum equal new Landlord. Tenant further covenants that it will not assign or encumber or attempt to three (3) times Total Monthly Rental then in effectassign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, as set forth on Schedule "C"encumbrance, attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentattempted assignment or attempted encumbrance.

Security. Concurrently This Agreement is for the benefit of the Collateral Agent and the Secured Parties to secure (i) the prompt and complete payment and performance when due by the OPNY Borrower of all of the OPNY Obligations, including all amounts payable or to become payable to the OPNY Secured Parties by the OPNY Borrower under the OPNY Financing Documents when and as the same shall become due and payable (whether by acceleration or otherwise) in accordance with the execution terms thereof, (ii) the prompt and complete payment and performance when due by the OPMW Borrower of this Leaseall OPMW Obligations, Tenant including all amounts payable or to become payable to the OPMW Secured Parties by the OPMW Borrower under the OPMW Financing Documents when and as the same shall deposit become due and payable (whether by acceleration or otherwise) in accordance with Landlord a sum equal to twice the Total Monthly Rent applicable during terms thereof, (iii) the first year prompt and complete payment and performance when due of all other obligations of any OPNY Operating Subsidiary under any of the LeaseOPNY Financing Documents, i.e.(iv) the prompt and complete payment and performance when due of all other obligations of the OPMW Operating Subsidiary under any of the OPMW Financing Documents, (v) the prompt and complete payment and performance when due of all other obligations of the OPNY Companies, the sum OPMW Companies and Holdco under any OPNY Financing Document or OPMW Financing Document to which any of $117,970.78 the OPNY Companies, the OPMW Companies or Holdco is a party, and (vi) the due performance and compliance by Pledgor with the terms hereof, each other OPNY Financing Document and each of the OPMW Financing Documents to which it is a party (collectively, the "Security DepositSecured Obligations"), which sum shall be retained by Landlord as security for . Without limiting the payment by Tenant generality of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of foregoing, this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum or any part thereof toward Agreement secures the payment of all amounts which constitute part of the rents Secured Obligations and all other sums payable would be owed to the Secured Parties by Tenant under this Leaseany of Holdco, the OPNY Companies, the OPMW Companies, the OPNY Borrower, each OPNY Operating Subsidiary, the OPMW Borrower and towards the performance of each and every of Tenant's covenants under this LeaseOPMW Operating Subsidiary (collectively, the "Transaction Parties") but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts the fact that such sum shall be insufficient to pay; that Landlord may exhaust any Secured Obligations are unenforceable or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in the event that Landlord does so apply all or part of said Security Deposit, then Tenant shall pay Landlord a sum sufficient to restore the not allowable due to the then-required amount (within 10 days existence of being billed for same); thata bankruptcy, in the event this Security Deposit shall not be utilized for reorganization or similar proceeding involving any such purposes, then such Security Deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said paymentTransaction Party.

Security. Concurrently with the 49.1 Upon execution of this Lease, Tenant shall deposit with the Landlord a the Security Deposit as security for the full and faithful performance of this Lease upon the part of the Tenant to be performed. Upon termination of this Lease, and providing the Tenant is not in default hereunder and has performed all of its obligations under this Lease (including without limitation the payment of all sums accruing hereunder), the Landlord shall return the Security Deposit to Tenant. Tenant shall not be entitled to any interest on the Security Deposit. 49.2 The Security Deposit shall not and may not be mortgaged, assigned, transferred or encumbered by Tenant and any such act on the part of Tenant shall be without force and effect and shall not be binding upon Landlord. 49.3 If any of the rent or any other sum equal payable by Tenant to twice Landlord shall be overdue and unpaid, or if Landlord makes payment on behalf of Tenant, or if Tenant shall fail to perform any of the Total Monthly Rent applicable during the first year terms, covenants and conditions of the Lease, i.e., then Landlord may apply the entire Security Deposit or so much thereof as may be necessary to compensate Landlord for payment of any such rent in default or for any other sum which Landlord may expend or be required to expend by reason of $117,970.78 Tenant's default (including interest thereon at the "Security Deposit"Lease Interest Rate) or for any reasonable loss or damage sustained by Landlord due to such breach on the part of Tenant (including any reasonable damages or deficiency in the reletting of the Premises), which sum shall be retained whether such damage or deficiency may accrue before or after summary proceedings or other re-entry by Landlord as security for and other expenses and costs, and Tenant shall forthwith upon demand restore the payment Security Deposit to the original sum deposited. The use by Tenant Landlord of the rents herein agreed to be paid by Tenant and for the faithful performance by Tenant of the terms and covenants of this Lease. It is agreed that Landlord, at Landlord's option, may at any time apply said sum all or any part thereof toward the payment of the rents Security Deposit is not intended to be a form of liquidated damages and shall not release Tenant from liability for the full amount of any and all other sums payable damages and expenses incurred by Tenant under this Lease, and towards the performance of each and every Landlord by reason of Tenant's covenants under this Lease, but such covenants and Tenant's liability under this Lease shall thereby be discharged only pro tanto; that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any or all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord so to do; that in default. 49.4 In the event that Landlord does so apply all of bankruptcy or part of said Security Depositother creditor-debtor proceedings against Tenant, then Tenant shall pay Landlord a sum sufficient to restore the to the then-required amount (within 10 days of being billed for same); that, in the event this Security Deposit shall not be utilized for any such purposes, then such Security Deposit shall be returned deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to the filing of such proceedings. 49.5 In the event of sale by Landlord to Tenant within ten (10) days next after the expiration of the Term Premises, Landlord may deliver the then balance of the Security Deposit to the transferee of Landlord's interest in the Premises and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit, and this provision shall also apply to any subsequent transferees provided that the transferee agrees in writing to hold the Security Deposit in accordance with the terms of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit. Notwithstanding the above, in the event that Tenant's stockholders equity as reported by any annual report or other public announcement or press release, declines below fifty million dollars ($50,000,000.00), then in such event, Tenant shall additionally pay Landlord an additional sum as additional security deposit in an amount sufficient to raise the total Security Deposit to a sum equal to three (3) times Total Monthly Rental then in effect, as set forth on Schedule "C", attached. Upon written request by Landlord, Tenant shall have seven (7) days to make said payment.